Hawthorne City Council
December 10, 2024

Number or Code
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Microsoft Licensing, GP
Mlcrosofr Lhensing, GP
JUL 2 3 2013
Anthony Dulaney
Printed Flrst and Laat Name
Printed Tltle
Signature Oete
(dato Microsofr Affilieto countersigns)
Signaturc
idosoft Licensing, GP Effrectlv6 Date
(may be different lhan Microsots signature dste) l,lv" r Microsoft Affiliate
Optlonal 2nd Customer slgnaturc or outsourcor slgnature (ff applicablo) \rdlicates requitedfield
' indicates requied field
lf customer requires physical media, additional contacts, or is reporting muhiple 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 Customefs channel pariner or Microsoff iccouni manager, who must submit them to tfie following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy' Mtctosott Llcensing, G P
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Novada 89511-'1137
USA
ProgramsignFolm(MSSien)(NA,LatAm)ExBRA,MLI(ENGXtu2O1 2) Page 2 of 3 Name of Entlty (must be legal entlty namo)*
gignaturo*
Prlnted FirEt and Last Nam6'
Printed Tltl6'
Slgnaturo Date'
Name ot Entlty (mu3t bo legal entity name)'
Signature'
Pri-nlgd ElFf and Laat Name'
Printed Tltla'
Signature Date'
Customer
outsourcer
Prepared By: Name of Preparer
Email of Preparer
P.ogrsmSignForm(MSSagnXl.lA,t rAm)EsRA.MLl(ENGXOd20 1 2) Page 3 of 3 IIE l=-_-
Program Signature Form
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Rtvco-8084445-MAMD2
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MBNMBSA number
Noio: Enter the appllcablo acllvs numbers Gssoclatod wilh lhe documonls below. lvlicrosofl requlros lhe essocial€d aclive number be indlcsled here, or lisled below as new, For the purposes of thls form, "Customer' can mean lhe slgnlng entlty, Enrolled Afilllale, Govornment Parlner, lnslitulion, or olher party enlering lnto a volume licenslng program ag16emenl.

This signalure form and all conlracl documenls identllied ln lhe lable below are enlered inlo betwgen the Cuslomer and lhe Microsoft Affiliate signing, as of lhs offectlvo date ldsntillod below.

By signing below, Cuslomer and the Mlcrosoft Afflliate agree that bolh parlies (1) have received, read and understand the above conlracl documenls, lncluding any websltes or documenls incorporated by refer€nce and any smendments and (2) agree to be bound by the terms of all such documents, " lndicales raqukod lield
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<Choos€ EnrollmenURsolslralion>
<Choose EnrollmenUReaislration>
<Choose Enrollm6nUReqlskatlon>
<Choose EnrollmenURegislrallon>
<Choose EnrollmenUReqlslratlon>
Amondment to Conlract Documenls CTM.FWK.CTC.AGR (8084445} Contract Doc(ment Number or code
Name of Entlty.(ry/st Delggetsntlty name)'County of Rlverslde srsnaturo' /,(hotffi
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Printsd Title
Slgnature Bate
(dale MlcrosollAfliliats countB.slgns)
rst and Last Name
Slgnaturs
Printed Fl
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oratl0n
Mlcrosoft Co oratlon
JAN 29 2020
Agreement Elfective Date
(may be di,lerent lhan Microsoll's
Microsoft Affiliate
Nama of Entlty (must bo logalentlty nams)'
Slgnaturo^
Prlnted Flr6t and La8t NsmB*
Prlntsd Title
Slgnature Date'
Oplional 2nd Customer signalule or Outsourcer slgnature (lf appllcable) * indlcates raquircd lleld
' htdlcatos requlrod lield
ll Customer requlres addltional cpnlacls or ls reportlng mulllple provlous Enrollmenls, lnclud€ the approprlate form(s) wlth thls slgnature form.

Aft6r lhls slgnature form is slgned by lhe Cuslomsr, send it and the Contr8cl DocumenlB lo Customer's channel parlner or Mlcrosofl sccount managor, who must submil thBm to lhe followlng sddtoss. When lhB slgnalure form ls fully execuled by Mi$osoft, Customsr wlll r€celve a conlhmation copy.

MlcroEoft Coryoratlon
Dept. 551, Volume Llconsing
6100 Nell Road, Sulte 210
Reno, Nevada 8951 1-1137
USA
Narne of Entity (must be legal entity name)"
Slgnaturei
Printed First and Last Name*
Printed Tltle
Signature Oate*
Oulsourcer
ProqramsisnForm(MSSlgnXNA.LatAn)ExBRA(ENGXOct201 9) Page 2 ol2 Docum€nl X20-'128{5
Customer
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Amendment to Contract Documents
8084445
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Rtvco-8084445"MAMD2
Agr€oment Numb€r
Thls amendment ('Amendment") ls entered into between lhe parties idsntill€d on lhe attached pmgram signalure form. lt amends the Enrollment or Agreement ldenlllled above. All t€rms used but not defined in lhls Amendmenl will have the same mea lngs provided ln lhat Entollment or Agreement.

Enroll€d Aflillate ls ordoring Professlonal Ssrvlcss d€scrlbed ln the attached Slatement of Servlces (SOS) In connectlon wlth the Products licensed by Enrolled Atfiliate under the Enrollment. The parlles agres lhat the Enrollment ls amended to add the followlng terms that shall apply lo lhe services descrlbed ln the SOS.

Terms and Condltlons

1. Deflnlllons. All t€rms dellned In the Agre€ment and lho Enrollment shell spply to thls AmBndinent unless olherwlsB statsd. Addltional terms aro dolined 8s follows:
"Customor" means lhg legal Entlty that has enlered lnto lhe Agreement; "cuslomer Dsta" m€ans all data, includlng sll text, sound, software, image or vldeo fles thet 8re provlded to MlcIosoflby, oron behaltol Customer and ils Aflillates ln connecllon with Profssslonal Servlces; "day' meanE a calendar day, excepl references that spedly 'business day'l "Flx" or"Flx€E'means Product fixes, modificatlons, 6nhsncemenls, or thelrdellvslives, thet Microsoft ellher releasos generally (such as Product servlco packs) orthai Mlcrosoft provldes to Customerwhen porforming Professlonal Servlces to address a specilic lssue (includlng, but nol limlted to, workerounds, patchss, bug fixes, beta fixes and beta bullds);
"Mlcrosoft" means the Mlcrosofl Affiliate ihat has entered lnto the Agreement and ils Affiliales, as appropriate;
'Pre-Exlsting Work" meang any compulercode ormatsrlals doveloped or olherwlse obtalned lndependently oflhe etforls ofa parly under a Statemenlof Servlcesi
"Profosslonal Servlces" m6ans all Product support servlces and Mlcmsoft consultlng servlcos or advlce provided to cuslomer under lhls Amendmenl. "ProJesslonal Servic€s" does not lnclude onllne Ssrvices:
'Servlcs Dollverables" m6ans any computor codo or malerlels, olher lhan Products or Fix€s, thal Microsoff leaves wllh Customet at the concluslon ol Mlcrosoft's pedormonco of the Prof€sslonal Servlcesi 'Slat6ment of servlcg8'means any wo* ord€rs, servlce6 descriplions, or other descrlptlon of Prof€ssional Servlc€s lhat lncorporatos this Amendmonti
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Microsoft Services Amendment to the Enterprise Enrollment Federal, State and Local Government & Public Educational lnstitutions "Trado Sscrot" means infomation that i8 not gon€rally known or readily ascerlainable lo the public, has economlc value as a resull, 6nd has been subjecl to reasonable sl6ps undor lhe clrcumstancog to mainlain its sccrecy;
"use'or "run" means to copy, lnslall, use, access, dlsplay, run or otherwise lnteractwlth; "Volumo Llcsnslng Slts" means [!lp/dggllapjqlircq!:!iq9!qi!]gl!9$aq!s or a successor site. 2, Seryicos, The precise scope ol the Professional Services will be specilled in a Slatement of Services Customer or any of Cuslomer's Atliliatos may enler into Slatements of Services under lhis Amendment with Mlcrosoft's loosl Aflillatos. Mlcrosolt'8 abllity to delivsr the Profe6slonal Services depends upon Customgis fulland timely cooperalion, as wellas the accuracy and completoness of any inlormalion Customer provides.

This Agreoment does not obligate 6ith6r parly or its Afllliat€s to enter into any Stalements ol Servlces. 3, Use, ownership, tighas ard rostrlct/orrs.

Producls. lJnless otherwi6e specllied in the Enrollmenl, us6 of any Product is govsrned by ths us€ Rlghls speciflo to each Producl and version and by the t€rms of lhe applicable llcense agreement. b. Fixes and Serv/cas Dellvorahles.

Flxe8. Each Fix ls llcenssd und6r lhe same terms as tha Product lo whlch lt appllEs. lf the Flx ls not provided for a speclllc Producl, any us6 lerms Mlcrosoft provides rrvith lhe Flx will apply. lf no use terms ar€ provid6d, CLrslomer shall have a non.exclusive, peDelual, fully peld.up license lo use and reproduc€ the Flx solely for its lnternal buslnes3 purposes.

Customsr may not modlfy, changB thE llle nsme orclmblne any Flx with any non-Microsoft computer code, except as expressly permllted in the Agf66ment.

Prc.Exlstlog Work, All lights ln Pre-Existing Work will remain the sole property of lhe party providing the Pre-Exlsting Work. Each parly may use. r€produce and modify tho other party's Pr€-Exlstlng Work only as n6ed6d to perform obligatlons related to Prolesslonal SeNices.
lll. Serylces Dellveratles, Upon payment in tull, Mlcrosoft granls Customer a non-ox9lusive, non-lransferable, perpetual licenss to reproduce, use and modify the Servicos Deliverables solely for Customor's intelnal business purpos€s, subjoct to tho terms and condltions in lhis Amondment.
lv. Aftiliates' righls. Customer may only sublicense its rights in Services Deliverables and Sample Code granted hereunder to its Aflillates, but Customeds Affillatos may nol subllcsnse these rights. Cuslomer is responslble for ensuring its Alfiliales' compliance wlth thls Amendment.

Non.Mlctosoft soflware and technolggy, Cuslomgr is solely r€sponsible for any non-Microsoft soFlware or t€chnology that Cugtomer installs or uses wlth the Products, Fixgs or Servlces D€llversblos. Customor msy not lnstgll or use non-Mlcmsoft Eoftware or technology ln any way that would subioct Mlcrosoft's intelleclual property ort8chnology lo obllgallon3 boyond thos6 includ€d in lhis Amendment.
d. Sarrpro Code. L,pon paymsnt ln full, Ml$osoft grants Customer a non-sxcluslve, pelpetual, nontransferable license to use and modlFy any Software code provided by l\4lcroson For lh6 purpos€s of lllustratlon ("ssmple Cods") and to reproducg and distiibul€ lhe obJecl cods form of the Sample Code for Custome/s inlernal business purpqses only and nol lo any unafflllated thlrd party.

Rostrlcllons o, use. Customer must not (and ls not liconsad to) (1 ) reverse enqineer, de-complle or dissssemble any Product, Flx or Servica Deliverable; (2) install or use non-Microso,l soltwero or technology in Bny way that would subject Mlcrosofl's lntellectual prop€rty or technology to any other llcense torms: or (3) worl( around any technlcsl limitatlons in a Product, Flx or Servlces Dellverable or reslrictions ln Product documentatlon, Excepl as expressly permltted ln this Amendment or a Slatemenl of Ssrvices, Customer must nol distribute, subllcense, rent, l6ase or lend any Product, Flx or Service Dellverable, ln wholo or ln part, or us€ lhem to offor hosllng servlces to a third party.

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f. Rsservation ot Righls. Producls, Flxes, and servlce oellverables ar6 prolocted by copyright and olher lntellectual property rlghts laws 8nd lnternational treaties. Microsoft reserves all righls not expr€ssly granted ln thls Agreement No rlghts wlll b6 granted or impliBd by waiver or ostoppel. g. Supporlabllry of Products. Supporl for Producls ls svallablo under the terms of a licensing agreement, a separato Statement of Servlces or under lhe terms set forth at htlor/lstloporl.nrlcrosoft.com or a succegsor slte.

4. Confldentlafity, Subjoctto lhe requiEments ofCustome/s publicrecords and trado s€cr€t laws (lf any):
"Confldenllal lnformation'15 non-publlc lnformatlon that ls deslgnated "conlidenllal' or that a reasonable person should undorstand is confidentlal, and the terms of this Amendment. ll lncludes, but is not limlted to, non-public informatlon regarding either party's products, features, marketing and promollons, and the negoliated terms ofany Statement of Services.

Conlid€nllal lnformalion do6s not lncludo lnformation lh6t (a) becomes publlcly avallable withoul a breach of thls Amendment, (b) the receiving party recelved lawlully from another source wllhout a confidentlality obllgalion, (c) ls lndependonlly d€veloped, or (d) is a comment or spggestlon voluhieer8d about lhe olher party's business, prod cls or servlces.

Each party wlll take reasonable steps to prot€ct the olh6r's Conlidenliel lnlormallon and will use the other party's Confidential lnformallon only for purposes of ths partl6s' buslness ralatlonship. N€ither party wlll disclose that Conlid€nllal lnformatlon (o thlrd psrtlss, excspt to its employoes, Alflllates, conlrectors, advlsors. and consullants (collectiv€ly "Representatives") and then only on a need-lo-knowbasls, under non-disclosure obllgalions at leEsl as proteclive as thls Agreement. Each parly remalns responslblB tor lhe uss of tho conlidential lnformaiion by 116 R€pr€ssnlatlv6s and, ln the svent of discov€ry of aoy unauthoriz€d uso or disclosure, must promptly notity the otherparty.

A party may disclose the olherparly's Conlidenlial InFormation if rsquired by law; butonly after lt notifles the other party (lf legally permlssible) to enablo lhe oth6r party to seek a protecllve order.

Neith€r parly is required to r€strict work assignments of its representalivog who have had access to conlldenllal lnlormalion, Each party agreos that uss of lnformatlon ln representatives' unaided memorles in lhe devglopment or deploymsnl of the partlss' resp€ctlvs productE or servlces does not create liabllily under lhis Amendhent orTrado Socrot law, and each party agrees to limit what it discloses to the other accordingly.

These obllgatlons apply for a period of five yoals atter lhi confldenlial lnlormallon ls received.

6. Compllance wlth appllcable laws, prlvacy and secu ty. a. Customer consents to the processing of personal inlormation by Mlcrosoft and its agenls to facilitate the subl€ct m€tGr oflhls Ameodmenl. Customer wlll oblaln sllrequlred consents lrom lhlrd parlles (lncludlng Customor's conlacts, resollers, distribuloE, adminislrators, and employees) undor appllcable prlvacy and data protection law before providing personal lnlormallon lo Microsofl. b. Psrsonal lnfomatlon collected through Prolesslonal Servlces (l) may bs transbrrod, stored and procossed ln tha Unitod Slatss or any oth€r country ln which Mictosolt or lts crntractors mainlain facilities and (li) wlll be subject to lh€ privacy terms specllied ln the Use Righls. Microsofl will ablde by lhe requlrements of Europsan Economlc Ar€a 8nd Swlss data protectlon law regardlng lhe collection, use, trsnsfer, retenlion and processing of personal data from lhe European Economic Ar€a and swltzorland.
c. U.S. Export, Microsoft Products, Flxes and Servlces Osllverabl€s are subi€cl to U.S. €rport jurisdiction. customer mustcomplywlth all appilcablo lnternational and national laws, lncludlng th6 U.S. Export Adminlstratlon Regulatlons, the lnternatlonal Traflic ln Arms Regulallons, and €nd-user, end us6 and destlnatlon restrlctions by U.S, 8nd other govornm€nts rElaled to Mlcrosoft Products, serylces, and lechnologles.
6, Warrantlas
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a. Llmlled wafian os and remadlas - Proressrora, Se/yr'ces. Microsolt warrants that lt wlll perform Prolesslonal Servlcos wlth professional csre and Bklll. lf Mlcrosoft falls to do so, and Customer nolilies Microsoft wllhln 90 days ol ths date the Professlonsl Servlces were performed, then Mlcrosoft wlll, at lt6 dlscretlon, oilhar re-perform tho Prolesslonal Services or relurn th€ prlco pald for lhem, These rom8dies are Customot's sols remedloE for br€ach of warrantles in lhls s8cllon.

Custom€r waivos any br6ach ofwananly clalms not msde during lhe wananty period. b, Excluslgns. The warrenlisE in thi6 seclion do not covsr problGms cau6€d by accldent, abuss or use ln a manner Inconsistent with this Amendment, lncluding fallure to m€et mlnimum eystem requiromonts. These warrantlos do not apply to free, trlal, pre-release or beta Ptoducts or to compononts of Products lhat Customeris permitted to rediskibute. DISCLAIMER. Excopt for the llmltod warrantlgs above, Mlc106glt provldEs no olhorwarrantlo6 or condltlons aId dlsclalms any other exprees, lmplled or slatulory warJanties, lncludlng warrantles of quallty, morchantablllty, fltnosE aor a partlcular purposo, lltls and non-lnfrlngoment. 7, Dsfensa of thlrd-pafty claims,
To the extenl not piohibiled by applicable law, th6 parlios willdelond each olheragalnst the third-party claims dsscribsd ln lhis soction and wlll pay ths amounl of any resulling adverse flnal judgment or approved selllement, butonly lfthodefendlng party is promptly notilled in wri ng olthe claim and has the rlght tocontrol the defense and any setllement ol it (subioct to (subjsct to 28 U.S-C. S 516 Is Customer is a Federal Government agBncy). Tho party belng defended must provlde lhe defending pFrty wilh all requested assistance, lnformatlon and aulhorlty, The defending party will reimburse lhe other parly for reasonable outof-pocl(et expenses it lncurs in providing asslstance. This section desc bes the partles'sole remedies and entire liability for such clalms.

By Ml$osoft. Mlcrosoft wlll defend C$lomer against any lhird-party cleim lo the extent lt all8ges that any Flx or Servlcas Deliverable mads availabl€ by Mlcrosoft for a fee and us6d wlthln the Ecope of S€clion 3 of thi6 AmondmBnt (unmodilied from ths lorm provlded by Microsoft and not combined with anylhing else) misappropriates a trade secrst or directly lnfringos a patent, copyrlght, or trademark or other proprlelary rlght of a third party. lf lvllcrosolt ls unable to resolvo a clalm of lnfringement under commorcially reasonable terms, it may, at lts option, ejther (1) modlFy or r€place tho Flx or Servlces Dellvorable wlth I functional equivslent; or (2)lerminale Customer's licanss and refund any ,e€s paid for such Flx(es) and S€rvlces Deliwrable(s). Microsolt will not be llabl€ tor any alaims or damages du€ to Customels continued use of e Product, Flx or Servic€s Dellverable afl6r belng notilied to stop duo to a lhird.party cl8lm. b. By Customor. To thB extent permltted by applicebls law, Customer will defend Mlcrosoft agalnst any third-party claim lo the €xtenl lt allogss lhat cuslomBfs use of any Fix or Servlces D€liverablo alone or ln comblnatlonwllh anything els€, ylolates the lawor damagss a thkd party.

Notwithstanding lhe foregoing, Mlcrosofls rlghts set lorlh in lhis section (and the rights of the third party clahlng lnlrlngemenl) shall be governed by the provislons of 28 U.S.C, S 1498, if Customsr ls a Federal Governmenl agency,
B. Llmlta ons ot llab lty.

Each parly's maximum, aggregale liabilily lo the other is limlted to direct damages llnally awarded in an amount nol lo exceod the amounls Customer was required to pay for th€ applicable Statoment of Services, subJoct lo lhe following.
a. Froo Profosslonal sorvlcss and Dlstrlbutablo codo. For Professional Selvic€s ploviddd flee of chargo and codB thal Oustomer is authorized to redislrlbute to lhlrd partles without a separate payment lo Microsoft, Mlcrosoft's liablllly is limltsd to direct damages tinally awarded up to us$6000.
b. Exclusions. ln no event wlll elther party bs liablo tor any lndlroct, i[cld€ntal, 6psclal, punilive, or conssquentlal damages, or for loss of use, loss of businsss informatlon, loss of rovenua, or lnlsruptlon of bu8lnoss, howovor cauaod or on 8ny thqory of llabllity.

Exceptlons. No llmltallon or exclusions wlll apply to liability arislng out of sllher party's (1) conlidentlality obligations (except for all llablllty relatod lo Cuslomer Dala, which wlll remaln subject CTM.FWICCTC.AGR
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a. Notlces. NQllces must be senl lo th6 addrass on th8 slgnatura pag€ of lhls Amondment or on an applicable Statement of Services. All notlaes, aulhorlzallon!, and r6qu6sts given or made ln connecllon wllh thls Amendment must be ln wrlllng 8nd will be lrealed as dellvsr€d on tho dats shown on tho rohlrn rec€lpt or on the courlea or fax conlinnatlon of dell\rery. Mlcrosott may provide informallon to Customer aboul upcomlng oderlng deadllnos, servlcos and subscrlptlon lnformatlon ln electronlc fom, including by email lo conlacts prcvidsd by lh€ Cuslomer, Emails will bo trgated e8 dellv€red on th€ transmlsslon dalo.
b. Appltcahle law; dlsputo resolualon. This Amendment together wllh lhe applicable Statement of Servlces wlll be governed by the laws set fonh In the Agreement, Saverublllly. lf any provlsion ol thls Amsndment is hsld to be unenforcoable, the balance of lhe Amendment wlll remaln ln full force and effect.
d, Walver, Failure to enforce any provisipn qf thls Amendment will not conslltute I walvet Any waiver must be made in writing and signed by an aulhorlz€d representailve of lhe waiving party. e, Sullval. All provlsions surviw terminallon or oxplrallon of thls Amendment, sxcspt lhoss requlrlng performance only during lhe term of a Slatement of Servlces. f, Mlctosoft as lndependont conlracaot. The parlles are lndspgndent conlractors. Customer and Mlcrosoft each may develop products lndependently wlthout uslng ths othofs Conlldentlal lnlorm 6tlon.
g, Use of conlnclors. Microsoft may use conlractofs to porform Professlonal Ssrvic€s but will bo rosponslble fortholr psrformance subloct to lhe lBrms of thls Amondment. h. lnsurance whlle pefiomlng Profossrona, s./yrcos o, Custo,rr6r's prolnrses. llllcrosoft wlll m€lntaln lndustry-appropriate lnsurance coverage at all times when performing Professional Sorvicss on Customsr'E pr€mlsss under lhis Am6ndmBnt vla commercial lnsrrancs, s6lt-lnsursnce, or any olher slmlldr risk tinanclng altornallve. Mi$osoft will provlde Customer wlth €vldenc€ of coverage on r€quesl.
l, Anendnenls, Any modllication to this Amendment must be executed by both parties, except that MicrGon may change tho Product Terms and Us6 Rlghts ln accordancs wlth the terms of lhe Agreemsnl. Any addltlonal or confllcllng lerms and condillons contalned ln Cuslomer's purchase ord6r are expressly rajected 8nd will not apply.

J. No transfer of owrdfslrh. lvllcrosoft does not transler ownership rlghts In any Product, The Products are protected by copyrlght and other intellectual property rlghts. laws and lnternational lreatlos.

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to lhe limilations and exclusions above); (2) defense obligalions: or (3) violation of lhB other parly's intellectual property rlghts.

L Tem and lamlnaflor,. Thls Amendmenlvrill remain ln €ff€ct untll terminated.

Either party may lerminat€ lhis Amondment al any time wilhout cause by giving the other party at least 60 calendar day6 prior wrlllen notlce. Terminating this Am6ndm6nt wlll not atfecl any exlsting Sl€t€ments ot Servlces but wlll t€rmlnat€ Ihe ability of the partles to enter inlo Bubsequ€nl Slatemenls of Servlces.

Customer may termlnale a Slatement of Servicas upon 30 days' notics. Elther party tq the SlEtoment of Services may termlnate it if lhe olher party ls ln matedal breach or default of any obllgation that is not cured wlthln 30 calendar days' nollce ol such broach. Mlcrosoft may lermln8te a Statemont ol ServlcoE it Clstomer falls to pay any involce lhat ls more lhan 60 days outstsnding, customer agrees to pay all fses lor Prolessional S€Nices performod snd expenses incurred prior to lormlnation and any addltional amounts that may be speci,led in a Stalomenl of Ssrvlces. Upon Mlcrosofl's receipt of paymenl for tho Prolesslonsl Services, Cuslomeas Inleresls ln the servlces oeliverables wlll vest. 10, Mlscsllanaous.
,. Iaxos. lf any amounls are lo bs pald to Mlcrosoft, th6 amounts owed afe exclusive of at.ty taxss. Customor shall pay all valus added, goods and Bervlces, sales, gmss rec€ipt8 or other transaction tExss, fees, charu$ or surcharges or other slmllar taxes, chares or leos or any regulatory co8l recovery and olher surcharges thal are owBd under lhls Amendment and whlch Mlcrosolt ls permllted to collecl lrom Customer. Cuslomer shEll also be responsibls for an appllcabl€ stamp taxes and for all other laxes lhat lt ls legally obllgated to pay, Includlng any taxes that arle€ on the dlsklbutlon of provislon ol Prote$lonal S€rvlces by Customer lo its Affiliates. Microsoft shall be re8pooslble for paymBnt of all laxes basad upon lls nsl lncome, gross rocelpts taxes lmposod in ll6u of taxes on lncome or prolits, or taxes on Microsoft's propErty own€rship. lfany taxos aro r€quirod to be withheld on paymenls made to Microsoft, Customer may deduct such laxes from lhe ameunt ow€d and pay them to tho appropriate taxlng authorlty: provlded however, lhat Customer shall promplly securo and dollver an omcial r€coipl for lhose withholdings and olher documsnls rgasonably requ€stod by Mlcrosoft to clalm a forelgn lax credlt or rolund. Cu6lomor wlll onsure lhat any laxo8 withheld are minlmized to lhe extent posslble under appltcabte law. rr. No thlrd-party beneficlarles. This Amendment does not create and third-party benoticlary rights Except for changes made by lhis Amendment, lhe Enrollmenl or Agreemenl idenlifiod above romalns unchanged and ln fullforce and effect. lfthere is any confllct betw€Bn any provislon in lhis AmehdmBnt and any provlslon ln lhe Enrollmenl or Agr€ement idBntified abov6, lhls Amendment shall control, This Amendment must be attached to a slgnature form to be valld.

Microsoft lnternal Us6 onl
_Consulting Services Amendment for EA
Attach.docx
CTM CTM-FWK.C C-AGR BD
k, Professlonal Sotylcas paymentterms, Customer agrees lo p8y all Fsss ln a Slat6mont ot Sorvlcss wilhin 30 days ot lhe date ofMlcrosoft's lnvolc€ unlo8s lhe Statgment of Servlces provldes otheMlse.

Mlcrosoft may ass8ss a linarce charga of the lesser of 18% per annum, accruod, calculated and payable monthly or lh€ hlghest amount allowed by law on all pssl due amounls due to Mlcrosoft.

Microsoft wlll have no obllgatlon to conllnue to provids Prolesslonal SoNicos lf Custom€r falls to make llmoly psymont.

Am6ndmentApp v4.0 CTM.FWK.CTCdGR BD
Pe96 5 ol6
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ACREEMENT # ITARC-00932

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

MICROSOFT PRODUCTS AND SERVICES
UNDER MICROSOFT EA NO.8084445

BETWEEN

COUNTY OF RIVERSIDE
And

ZONES, LLC
This Agreement is entered between the COUNTY OF RIVERSIDE, a political subdivision of the State of Califbmia, (herein referred to as "COUNTY"), and Zones, LLC, a Washington Limited Liability Company authorized to conduct business in the State of Califomia (herein reierred 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 parries agree as follows:

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

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

The period of performance for the enrollment with the LSP may be lbr 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, incuned in accordance with the terms of this Agreement. The COLINTY is not responsible lor any fees or costs incurred above or beyond the contracted amount and shall have no obligation to purchase any specified amount ofservices or products.

Non-Appropriations: The COUNTY obligation for payment ofthis Agreement beyond the cument fiscal year end is contingent upon and limited by the availability oICOUNTY funding from which paymenl can be made, and invoices shall be rendered "nronlhly" in arrears. In the Slate ofcalifomia, Government agencies are not allowed to pay excess interest and late charges, per Govemment Codes, Section 926.10. No legal liability on the part ofthe COUNTY shall arise for payment beyond June 30 of each calendar year unless funds are made available for such payment. In the event that such 1,
lic!rsiur l.()6 l0l I
SEP I () 2024 3r2

2. Period of Performance:
4 AGREEMENT # IlAR('-00932
Hold Harmless/Indemnifi cation :

4.1 LSP shall indemnify and hold harmless the County of Riverside, its Agencies, Districts, Special Districts and Depaftments, their respective directors, officers, Board ol Superuisors, elected and appointed ofllcials, employees, agents and represenlatives (individually and collectively hereinafter rel'en'ed to as lndemnitees) from any liability, action, claim or damage whatsoever, based or assened upon any services, or acts or omissions, of LSP, its ofilcers, employees, subcontractor, agents or representatives arising out of or in any way relating to this Agreemenl, including but not limited to propefty damage, bodily injury, or death or any other element ofany kind or nature. LSP shall defend the Indemnilees at its sole expense including all costs and fees (including, but not limited, to attomey 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 Iheir sole cost, have the right to use counsel oftheir own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of County; provided, however, that any such adjustment. settlement or compromise in no manner whatsoever limits or circumscribes LSP indemnification to Indemnitees as set lorth 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.

Termination:

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

5.2 County may, upon five (5) days written notice terminate this Agreement for LSP default, if LSP refuses or fails to comply with the tems of this Agreement or fails to make progress that may endanger perlormance and does nol immedialely cure such failure. ln 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 fbr lees accrued prior to the date of temrination) upon dishonesty or a willful or material breach of this Agreement by LSP; or in the event of LSP unwillingness or inability fbr any reason whatsoevel to perlorm the terms ol this Agreement.

Alteration or Changes to the Agreenrent
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. lf any such alteration causes an increase or decrease in the cost of, or the time required tbr 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.
5 6
2 R.vrs0n li06r202l
funds are not forthcoming for any reason, COLTNTY shall immediately noti$/ CONTITACTOR in writing; and this Agreement shall be deemed terminated, have no further force, and effect.

AGRLLMENI # II AR('-OO9]]

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

LSP
Zones, LLC
Attn: Imran Yunus
13915 Cerritos Corporate Drive, Suite A
Cerritos. CA 90703
[email protected]
Insurance
Without limiting or diminishing the LSP'S obligation to indemnify or hold the COUNTY harmless, LSP shall procure and maintain or cause to be maintained, at its sole cost and expense, the following insurance coverage's during the term of this Agreenrenl. 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 lnsureds.

A. Workers' Compensatinn:
lf the LSP has employees as defined by the State of Califomia, the LSP shall maintain statutory Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of Califomia. Policy shall include Employers' Liability (Coverage B) including Occupational Disease with limits not less than $1,000,000 per person per accident. The policy shall be endorsed to waive subrogalion in favor of The County of Riverside. Policy shall name the COLTNTY as Additional lnsureds.

B, Commercial General Liabilitl:

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 nray arise tiom or out of' LSP'S perforrnance of its obligations hereunder. Policy shall name the COUNTY as Additional Insured. Policl,'s linrit of liabilitl' shall not be less than $2.000,000 per occurrence combined single limit. Ifsuch insurance contains a general aggregate limit, it shall apply separately to this agreemenl or be no less than two (2) times the occurrence limit. Policy shall name the COUNTY as Additional Insureds.

C. lnsurance Requirements for IT Contractor Services:

COUNTY
Riverside County Information Technology
Attn: Procurement Contract Specialist
3450 l4n Street
Riverside, CA 92501
3 Re!,\r,r 1,06,2021
tt.

AGREEMENT # ITARC-00932
LSP shall procure and maintain for the duration ofthe contract insurance against claims lbr injuries to person or damages to properly 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 oflhe contract insurance claims arising out oftheir services and including, but not limited to loss, damage, thell or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data.

Cyber Liability lnsurance, with limits not less than $2,000,000 per occunence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undeftaken by LSP in this agreement and shall include, but not limited to, claims involving inl'ringement of intellectual property. including but not limited to inliingement of copyright, trademark, trade dress. invasion ofprivacy violations, information thelt, 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 regulalory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.

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

D. General Insurance Provisions - All lines:

I ) Any insurance carrier providing insurance coverage hereunder shall be admitted to the State of Caliibmia and have an A M BEST rating of not less than A: VIll (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 relention for each coverage required herein.

Ifany such self-insured retention exceeds $500,000 per occun'ence each such retention shall have the prior u,ritten consent of the County Risk Manager before the commencement of operations under this Agreemenl Upon notilication of self-insured retention unacceptable to the COUNTY, and at the election of the Country's Risk Manager. LSP'S carriers shall either; l) reduce or eliminate such self'-insured relention as respects this Agreement with the COUNTY, or 2) procure a bond which guarantees payment of losses and related investigations, claims administration, and defense costs and expenses. 3) LSP shall cause LSP'S insurance carrier(s) Io furnish the County of Riverside with either l) a properly executed original Certificate(s) of Insurance and certified original copies of Endorsements eft'ecting coverage as required herein, and 2) if requested to do so orally or in writing by the County Risk Manager, provide original Certified copies of policies 4 Rcvrsknr 1 06 20ll
ACREEMENT # I1'ARC.OO932

9. General:
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 covenanl ofthe insurance carrier(s) that a minimum of thirty (30) days written notice shall be given Io the County of Riverside prior to any material modification, cancellation, expiration or reduclion in coverage of such insurance. If LSP insurance carrier(s) policies does not meet the minimum notice requirement found herein, LSP shall cause LSP's insurance carrier(s) to fumish a 30 day Notice ofCancellation Endorsement. 4) In the evenl of a material moditlcation, cancellation, expiration, or reduction in coverage, this Agreement shall terminate forlhwith, unless the County of Riverside receives, prior to such effeclive dale, another properly executed original Certificate oflnsurance and original copies of endorsements or certified original policies, including all endorsements and attachments thereto evidencing coverage's sel forth herein and the insurance required herein is in full force and effect. LSP shall not commence operations until the COL.INTY has been furnished original Certificate (s) of lnsurance and cenified original copies ofendorsements and iirequested, certified original policies ofinsurance including all endorsements and any and all other attachments as required in this Section. An individual authorized by the insurance carrier Io 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 retentior')'s or self-insured programs shall not be construed as contributory. 6) If, during the term of this Agreement or any extension tl,ereof, there is a material change in the scope of services; or. there is a material change in the equipment to be used in the perlbrmance ofthe scope ofwork: or, the term ofthis Agreement, including any extensions thereot, exceeds live (5) years; the COUNTY reserves the right to adjust the types of insurance and the monetary limits of liability required under this Agreement, if in the County Risk Management's reasonable judgment, the amount or type of insurance carried by the LSP has become inadequate.
7) LSP shall pass down the insurance obligations contained herein to all tiers ofsubcontractors working under this Agreement.
8) The insurance requiremenls contained in this Agreernent may be met with a program(s) of sel[-insurance acceptable to the COUNTY.
9) LSP agrees to notify COUNTY ofany claim by a third party or any incident or event that may give rise to a clainr arising from the perfonnance of this Agreernent.

9.1 This Agreement, including any attachments or exhibits, constitules 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.
5 Rc!isx)n l/06,2021
ACREEMENT # I'TARC-00932

9.2 This Agreement shall be govemed by the laws of the State of Califomia. Any legal action related to the perflonnance or interpretation of this Agreement shall be filed only in the Superior Court ofthe State of Califomia located in Riverside, Calilornia, and the parties waive any provision of law providing tbr a change of venue to another location. ln 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 Agreemenl:

Exhibit A: Scope and pricing.

Exhibit B: LSP Reporting of Active Enrollments.

Exhibit C: Microsoft LSP Participation Form.

Exhibit D: Microsoft EA Benefits for Government Agencies, Exhibit E: Microsoft Enterprise Agreements and Amendments.

El ) Microsoft Enterprise Agreement No. 8084445.

E2) Microsoft Select Plus Agreelnent No. 7756479.

E3) Amendments No. l- EA Custom Tenns CTM (Document No. CTM-CPT-OPT-FWK) E4) Amendments No. 2- EA Custom Tenns (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 sel lbfih in any of the attachments, purchase order(s), or other document relating to the transactions contemplated by this Agreemenl, the terms and conditions se1 fofih in this Agreement shall prevail.

9.5 This Agreement may be executed in any number of counterpans, each of which will be an original, but all of which together will constitute one instrument. Each party of this Agreement agrees to lhe use ofelectronic signatures, such as digital signatures that meet lhe requirements ofthe Califbnria Unilbmr Electronic Transactions Acl (("CLIETA") Cal. C iv. Code $$ I 633. I to I 633. I 7). for executing this Agreement. The parties further agree that the electronic signatures of the parties included in this Agrremenl are inlended to authenticate this writing and to have the same fbrce and efl'ect as manual signatures. Eleclronic 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 pursuanl to lhe CUETA as amended I'rom time to time.

The CUETA authorizes use olan electronic signature Ibr transactions and contracts among parties in Califbmia, including a govemment agency. Digital signature means an electronic identifier, created by computer, intended by the pany using it to have the same lbrce and efl'ect as the use ofa manual signature, and shall be reasonably relied upon by the parties. For purposes of this section, a digital signature is a type of"eleclronic signature" as deflned in subdivision (i) ol Section 1633.2 of the Civil Code.

Rcvisr)n 1106'2()2I
6 ACREEMENT # ITARC-00932

9.6 If the entitv is a comoration. the sisna ol two comorate officers (the president, vice ial Officer l.e. treasurer or asststanl treasurer
are reouired on the asreements. The SI gnatures must be in the following combination: president or vice presidenl and secretary, treasurer or CFO. For example. the signatures ofa president and a vice dent would be insufficient. If si e resoluti
authorizins the one officEI to bind the comoration. sisned bv the Board of Directors of the corDoration. is required. The comorate resolution must authorize the signatory to sign aqreements on behalf of the comoration.
lf the entitv is a limited liabilitv colllnany (LLC). the sisnatory is authorized sisner as set forth in LLCs operating agreement.
lN 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 Califomia
By
Chuck ashington
Chair of the Board of Supervi
Dated:

ATTEST:

Kimberly Rector
Clerk of the Board
By,
APPRO VED AS TO FORM:

Minh C. Tran
Countr€ounsel
By
Paula ido
Deputy unty Counsel
Datcd: alc(zort
Rcvision l/06/2021
ZONES, LLC, a Washington Limited Liability
Company authorized to conduct business in
the State of California.

SrlM DereL deSalher (Ju|9,202408 5l POr)
Name: Derek deBa kker
Title: General Counsel
Dated Ju|9,2024
7 SEP 1O 2OZ4 3Pp
By:
1 lu /tut
2 Exhibit A
Scope and pricing
LSP's Scope and responsibilities
The Licensed Support Provider (LSP) will resell all available Microsoft Licensed Support Provider (LSP) lbr Microsoft Master Microsofl Enterprise Agreement No. 8084445; Software Licensing, Sofiware Support, Cloud Services such as Azure, lndustry Solutions Delivery (lSD) formerly Microsoft Consulting Services (MCS), Microsoft Unified Suppot and Microsoft incident response. Microsofl Select Plus Agreemenl No. 7756479.

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

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

6. Each Alllliate will communicate to the LSP the cornpensation terms applicable to their agreement 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.).

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

The LSP will provide. at tlie Enrolled Atllliate'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. 5 7
8 9
R.'lision 1]06 2021
AGRITLMLN I ll II'AR( -00932

3. The LSP agrees to extend the same pricing, terms, and conditions to every political entity, special district, in the State of Califomia. lt is understood that other entities shall make purchases in their own name, make direct payment, and be liable directly to the LSP oftheir choosing; and County shall in no way be responsible to any LSP firr olher 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 Af'filiates are required to be submitted only through the Afllliate's selected LSP. Multiple LSP's cannot service a single Enterprise Agreement Enrollment. Enrolled Affiliate may at any time choose to transler their current enrollment from one LSP to another LSP pursuant to the transfer terms set by Microsoft.

A(lREEMENl' # ITAR('-OO9]2

10. The LSP will provide training to the Enrolled Affiliate's Microsofl adnrinistrators orr 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.
ll. The LSP will provide documentation to the Enrolled Affiliate within 90 days of when Microsof't has made a change to a license and advise of any grandfather or conversion rights within that same timelrame.

12. The LSP will provide a short synopsis ofwhy an amendment is needed and the ramification ofeach amendment to an enrollmenl 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 fbr each product: SKU, product description, MSRP, NET (Level D). LSP's upliti 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 l5th ofeach calendar year during the agreement period. This list will include the agency name, contact person, email and phone number and annual spend. The intent ofthis is to track how many agencies within the State of Califomia piggyback off of the Master Agreement.

15. The LSP will be charged I .00% olthe annual enrollment sales amount to leverage the Riverside County Master Microsoft Agreemenl No.8084445, and Select Plus Agreement No.7756479, which includes Software Licensing, Software Support, Cloud Services such as Azure, Industry Solutions Delivery (lSD), Microsoft Consulting Services (MCS), Microsofi Unified Support and Microsoft incident response. This administrative fee will be an annual fee, per enrollment inclusive of Aifiliates Shadow Enrollments.

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

17. The Sewicing 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 serices to include Microsoft Unified, Industry Solutions Delivery (lSD), 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 lndustry Solutions Delivery (lSD). Additionally, the contractor shall provide Microsoft dedicated Technical Supporl representatives and subject matter experts provided via the Microsoft enterprise agreemenl 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 ofthe Microsoft enterprise licensing program.
9 Rcvision l/06/2{)21
AGREEMENT # ITARC-00932

18. LSP will be responsible tbr submitting a completed "Reporting of Active Enrollments" by January I 5th 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 verilled from LSP Reporting of Active Enrollments.

20. Payment is due to Riverside County Infbmation 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 Inlbrmation Technology
Attn: Accounts Receivable
3450 l4th Street, 4th Floor
Riverside, CA 92501
Revrsiur I /06/2(12l
10 Item Description Price Level Markup 7,
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 l0 Enterprise E3 or E5.

Level D 2.50
Enterprise Products (Office 365 Pro Plus, Windows l0
Enterprise, Core CAL Suite, Enterprise CAL Suite). Level D 2.50 Additional Products (M365 Fl, M365 E5 Compliance, M365
E5 Security, Office 365 Enterprise F1, Project Online, Visio Online Plan I or Plan 2, Dynamics 365, Azure, SQL Server, Windows Server, etc).

Level D 2.50
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 2.50
All products for Select Plus Agreement N o.7156479. 2.50 Microsoft Unified Support Services 2.50
Microsoft Consulting Services 2.50
Microsoli lncidenl Response 2.50
Pricins:
l. Microsoft Enterprise License Subscription and services 2, l,icense Support Provider (LSP) Solution Area Specific Capability:

Solutior Area Specilic Capability Nunrber Customer
Size Reference?
Number ofsuccessful customer production mail
deployments/mi grations'l 19 5 - 170,000

BAYHEALTH MEDICAL
CENTER
Ronald Belfont
Ronald [email protected]
Number of successful customsr production SharcPoint
deployments/mi grations? I2 TB

BAYHEALTH MEDICAL
CENTER
Ronald Bellbnt
RoDald Belfont(.r tsavhealth.olq
Number of successl'ul customer produclion Teams
deployments/migrations'l 9 30.000

ALLONE HEALTH

RESOIJRCES
Gwen Mueller
Gwen.Mueller(alal lonehealth.com
Number of successful customer production 'I'eams
Voice deployments/PBX migrations'l 30.000
Southern Califomia Edison
Mona Saxena
Sr Manager - App Dev
Mona. Saxena(alsce.com
Number ofpeople with specialized expertise on
technologies listed above
8 11
AGREEMENT # ITARC.OOg32
7 3
Rcvrsion I /06/2021

3. License Support Provider (LSP) servicc rates:

AGREEMENT # ITARC-00932
Data and Artificial lntelligent Certifi ed Competency (Yes,t,lo) Hourly R8te (On Prenlise)
Build Intellisent Apps Yes $190
Build Intellisent Asents NA
Machine Leaming Yes $190
Intemet ofThings $190
Globally distributed data NA
OSS Databases No NA
Cloud Scale Analytics No NA
Data Platform Modemization to Azure $190
Windows Server on Azure Yes $190
Security & Managemcnt Yes $2 r5
Datacenter Migration Yes $215
Modem Business Intelligence Yes $190
Copilot Yes $r 90
Biz Apps
Customer Service Yes $190
Field Service Yes $r 90
Marketing Yes $190
Talent $190
Finance and Operations Yes $190
Business Central No NA
Power Apps Yes $190
Power BI Yes $190
Apps and Infrastructure
Azure Stack Yes $r 90
High Performance Compute Yes $r 90
Cloud Native Apps using Serverless Yes $r90
Modemize Apps Yes $t90
SAP on Azure NA
Linux on Azure No NA
Dev Ops Yes $rc0
Business Continuitv & Disaster Recovery Yes $190
Windows Server on Azure Yes $r s0
Security & Management Yes $r 90
Datacenter Migration Yes $190
Modem Workplace
User Adoption & Change Management Yes $190
Security $190
GDPR & Compliance Yes $r 90
Teamwork Yes $190
Calling & Meetings Yes $r90
Modern Desktop Yes $ 190
Office 365 Migration Assistance Yes $ r90
Mail Yes $190
l eams Yes $190
SlrarePoint Yes $190
OneDrive Yes $190
Rcvision l/06/?021
12 No
Yes
No
Yes
Yes
AGREEMENT # I1'ARC-00932

LSP REPORTING OF ACTIVE ENROLLMENTS
MICROSOFT ENTERPRISE AGREEMENT No. 8084445
LSP Name Compony nome
RIVCO
Contract lD TBD
Master
Enrollment
Enrollment
Number:

Enrollment
Entity:

Start
Date:

End
Date:

Annual
5ales
Enrollment
Contact:

Enrollment
Contact
Email:

Enrollment
Contact Tel:

County of
Riverside
xx/xxl
xxxx
xxlxx
/xxxx John Doe
Rcvrsron l/0t'2(l2l
13 Exhibit B
AGREEMENT # ITAR("00932
Exhibit C

MICROSOFT LSP PARTICIPATION FORM
Jtx SI TH
cnie{ lnlbrmaton ollrcer MARTII.T P€REZ, ACIO
Enterpnse ,lpplrcrions greal

OARRYL POLX
ChistTechnolo9y Ofice. FlC T GUSTAVO VAZQTJEZ, ACIO
,trIACY TILLI'AN Converged Corlm('licClons B,rea.r
Oe9W Orreclor Admn - fT
AI{THOi{Y CHOGYOJT
Chle{ lnbrnralion Secrf,lty Ottcea
XARAN CHA'{DRAfl. ACIO
Technology S€rvices &r@u
Microsoft LSP Participation Fomr
(RFQ # ITAR(:-00532 .{.tt.cbD.na 2)
Complete this torm and relurn tg;
Attent o.r: Llfila Fakhoui
E-rnail: Iaktpu4Drivco oro
Paymant shguld ba mada io:

Rivetside Counv HqnEl,m TeclrEacgy
3450 14th Strcet. Fourth Floor
Riverside. CA 92501
County o, RiversK,e Tl,l #: 9ffi09OO
C-omparry tgne: 7on€s I I C
l,lame litle: VP. Sales
Address: ,3915 Centos CorDorate Dfive. Sutu A Ceritos. CA 90703 City: Cembs ZF Code: 90703 TeleplD ne# 310,765-0 r 24
[email protected]
The Oounty ot F{versl(b ls tlte tDst ot the Micrpoc t M6terAgree[Ent tlo. 8084445. Alt questlfis regadrE the pDdncls ald licensirE shodd b€ drected to Misosott
By s(rr{rE bebw. I zn agreelng to pqy lhe patlclpqtq| tees tor each enrollfiEtt thd ls establE t€d Dy leveraging the Cour*y d Riversk e Mnsbf AgtEement in accoI(Erce to UE schedre reterBnced on FFQ # rARC{0632 arx, arry srDseqtEnt cor*racls r, / or afiEndrn€r[sBy srgning below. I atso agfee thal all erroBnerts nlll be subnltted to MrcDsoi direct lo eporl efio[m€fla *tlvity rd conplyto ltE payrn€rn schedrle pe' RFO # ffARC"{Ds32 to Fuverslde Courty htormabn Tectrpbgy
Please relecrEe tlE rcrninx|ce irrarndar AorE ttr rytErc to send the payrn€rn. Faihfe to colllp}/ mry I€sttt lo UE a.rad beirE rcscind€d.

G,a tsnad a !x r'!rr 04t25t2024
Stgnatqe
lmran Yunus
!
Date
VP. Sales
Rcvision I ()6/2021
TiUe
1,4
Pnnted Name
Fax #: MA Ernall:

AGRIiEMENI # ITAR( -00931
Exhibit D
Microsoft EA Benefits for Government Agencies
Reduced Paperwork
Reduced number of separate documents to review - by consolidating amendments into a single document. Many of the amendments previously required are now built into the enrollment document.

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.

Standard Pricing Across all platforms
Microsoll will provide LSP's (authorized EA LSPs on this contract) with Govemment Level-D, pricing offofpublished "LSP cost" all platforms. Azure discount is a f'actor ofthe consumption rate.

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

E3 No charge Onboarding Services
Microsoft assisted onboarding is now a benefit of Ollicc 365, Microsofi lnlune Azure AD Prcrnium 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.

No Charge Security Incident Assistance
Microsoft will engage special security teams in the event ofan exploit ifyour organization leverages Microsoft security technologies as pan 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 commihnent fbr 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 Microsofi Office is released during the tenn of your agreement, your licenses are aulomatically upgraded to the new version.

EI
Oflice 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 Revision 1106,2021
15 E2
E4
AGREEMENT # ITARC.OO932
Assurance on Office, Project, or Visio remotely access their software on their virtual desktops from third-party devices.

Spread Payments: Spread the costs of your License and Software Assurance purchase across three equal, annual sums versus one up-front payment to help reduce initial costs and aid in forecasting annual software budget requirements up to three years in advance. When you use the Spread Payments benefit, no interest or additional fees are incurred. You may also consider Microsoft Payment Solutions to help finance your technology needs, including software, services, partner products, and hardware. Although Microsoft Payment Solutions is not part of Software Assurance, you can choose it separate from, or in addition to, the Spread Payments benefit to create a customized payment structure.

Step-Up Licensing: Volume Licensing customers with Software Assurance can migrate from a lower edition to a higher edition software product while maintaining their Software Assurance coverage on a given product. The Step-up License makes it easier for you to move from a lower level edition to a higher-level edition without incurring the full cost of licensing two separate editions of the software.

More information about the Software Assurance by products as listed above can be found at:
https://www. m icrosoft.com/en-us/Licensing/licensing-programs/software-assu rance-byroduct.as x?83f f dda4-a263 -4123-97 52-1.122538c0a95=True 16 Revrslon l/06/2021
ACREEMENT # ITARC-00932
Exhibit E
Microsoft Enterprise Agreements and Amendments
El)
E2)
E3)
E4)
Microsoft Enterprise Agreement No. 8084445.

Microsoft Select Plus Agreement No. 7756419.

Amendments No. l- EA Custom Terms CTM (Document No. CTM-CPT-oPT-FWK) Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-AGR).

Rcvision | /06/202 I
t7
E Min',:so'ft \/ol r.r rrr e l-,icens ing
Program Signature Form
i,ltsfulvlESA rt: rnher 004-kayleerl-S-04
Airseme[l nlmher t o8+++s
Nolc; Enler ttre applic:rllle :rctive nr:rnbers associ;rted vrilh the docunrr'nts belor.r, Microsofl reqrrires the associale(l active nut)lbor be inclicated here. or lisled below as r)ew.

For the pumoses oJ lhis for'rn, 'Customer can mean lhe sillring entity, Enrollecl Affiliate, Govertttnenl Parlner, lnslitrrlion, or olhe r party enlering into a voltrme llcensing nrogram agrecmenl.

This signalure lorrn ancl all conlracl docunrenls identilied in the lable lreloi are enler'ed into betweerr lhe C.ltrstomer.rnd the lvlicrosolt Affiliate signing, as of thc elfcctivc cJatc identificd belol,r.

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z
)
o
o
E
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)
o
uy signing below, Cuslomer an(l the lvlicrosoft Aftiliale agree lhat both parlies (1) have received, reaql unrl unrlerstarrd the above coDlracl docur'nents, including alry websites ordocumenls irrcorporatecl by reference and any anrendmerrts and (21 agree to be bound by the terrns of all srich documcnts. ^l .l
(y
' itrcticalos tequired tield
.
:'..,.,
, @EE@fiSiiar*' ff . - 4 r't, I
ii:'].,i: i{i' :,
:

Enlerprise Aereernenl x20-1 0209
.<Choose Agreernenlr Docttmenl Number or Code
<Clroosc Agrccruenl: Doctrmenl Number or Code
<Ghoose
<Clioose
{greenrenl> _
EnrolhilenUReqistration>
Docurrrerrl Number crr Code
Docunrenl Nutlber or.Cod-e
-
Docurnerrt Nurtbs or Code
<Clroose Entolhlrent/ReOisl r;rtion> Docurnent Nrrrrrber or Code <Chcrose EnrollmenUReoistrat ion> 0ocument Nunrber or Code <Choose ErrrollmenUReoislration> Document Numlier or Code .:gI ogqq En rol,[Len]E e0 rgtrelig1.

Anret'ldment to Corrtract Docurnenls -tosup n t .t'lrtt!]lel-9!9pde----- CTI\,1-CPT-OPT-FWK (ne,.v) _
um
,!'st.r,, ,l' " ;i if @i"tlii;-,rffiF;.; t: E :,,i. .'"frt Name ol En t nanre)' Counly ot Riverside
Signatrrre' .-F
Printed First anrl Last Name'
PrintedTifle 5 r- ProCur<
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Cott SPe c,ir.l, s1-
Sisrralure oate' O 8/ Z Z/Z o t' 7
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Prtx;rdrrtSrl:r rl o, rn( I,lS SigrilillA, LatAr[!ErtsBA.MLllENG iiA(U2O l4 i Pag4 1 61 2 I
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Miirosoft Corporation
Si0rratrrre
Printed First a.rd Last Narne
Prlntod TIllo
Slgnatrrrc Oate
(dalc tulc,!solt Alr,lr6lc coo.rlcrsr0.lsl
Agreonlellt Eflective Date
{ri..y b.dflerpn: lhin l,/lld!!,rits sln.lulL dalcJ 8(e3 f,o l1 Optional 2nd Custorrcr signatore or Oltsourccr sigrr.rturc (if apPlicable) Nanre of Enlity (must be legal entity nirne)'
Signatrrre'
Prlntcd Firs( arrd Last Narne"
Prlntcd Title
Sigrralure Date^
' ittlicales t cqui o.l lield
Name o, Entity (must bo logal entity namcl'
Sifine t rro'
Pritltod First and Last Narns^
Prillred Title
Signature Date"
' itclcales EqtNecl tiehl
lf Cuslonrer ,equires physical rnedlo. ad.Jiiional conlacls, or is rer)orlillg rrlultiple previous En,ollme^i5, inc[rde lhe apDroprialc form(s) v]ilh thi$ signalure fomr. rAller this si(,,iature forn] is sioncd by thc Coslonrer. send il i!nd lhe Cor(/3sl Docun)etlls lo Custonler's challnelpartner or Micr'oso[l accoLrnt nranaoer, wl]ornustsubmll lhen] lo the following address V,/herr tlrc signalure fon'r is fully eyecuted by Microsoft, Cusl4mer vrill recrive a ,ion[1lnataor] copy M ic ro s of I Co rp ora t i o t r
Dept. 551, Vol!rne Licensm(
6100 lleil Road, Suit8 210
Rerrr.r. Nevad.r 8951 1. 1 137
USA
ail
b8half of
ratlon
oration
MlcroEoft CorP
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Amendment to Contract Documents
VoItrne l-icen:;irrg
004.kaylee(l.S-04
This ,rrrcrldmcnl ("Arncnd rcnl") is entered irrlo belweer llle frarlies identiligd on tlle allached nro(iarrl signalureform. lt arnerrd6 the Errollrent or Ag reerDer rl iderrtilied bove- Alllefins uEe(l ltrl nol (lofined in this Amen(lrnent vrill have llre same nreanings provided in that Enrollm4nl or Agreernerll Enterprise Agreement
Custom Terms CTN/

1. Scclion 6a, .[crn
, is liereby arnended and restaled as lollovrs:
a, Tern. Tlre term ol lhis Agrcenlenl rvill rernair) in el[ecl unll'ss lerrr)inited Uy €ilher pa(ly as des/jribed hel$., Etrch Enrbllnenl 'rill have the te,m provi(le.l in lhat Enro]lmcnl 2 The pricxr!, llrat lvlicrosoll \,/ill oflet Ernolled Allilirte':i Reseller for Enrollrrents effc.live betlyeen Novenrber'1. 2019lhrough October 31, 2021. aod that vrill apply for lhE enlire initial ter,n olsucll Ellrolhnenls, is as,ollows:

Producl P rice
Level
Examples lncludc bll arc not limitcd to
the lollowillg':
' lhs L\ gnlPlei inclu'Jo oi,l'no scru.cs llslare svlilrtrb n' eill €i ll)! ccln,rE:cial or lirveirl.ted crou<l tlle|,nE.' ''O'nltinn E.l.rprise Onkrc S.r!i.as iri r4er'tli.d h rlre laroitr.i 'l erns uith rl..rll rnh|e cl FtJ'iD tlrE t.,llres lor 'I'rol|di.. A!.'luiihly'. llE !.JLr.l €, crl,ire O:dnre .jEr!rce! is sulic.jl lc rl,!''4e !r Eil!,!ise O.line :iE,wce:
a16 auiled (rdaned4ei tal are,mled ll3ln tl)e C.rrtqlDriia DrcArarn c,lcrirr(t ErclLrsiols apnly lo lhc addilionnl2o/o discount or EnlcrFrisL. ()olinc Serviccs as Iollo\rs Errterprise Online Services"
(in6lualirr! l;ull USLs. lrrorn SA
USLs, Add ons ard Slep Upsi
EltCrnrise Pro(lucts Level D
l"evel []
rninus 2%
t1365 E3 and E5, Enlerprise Mobility +
Securily E3 and E5, Olice 365 E'rlarpr.se
E1 or E3, Wrrdorvs 10 Enlerf,rise E3 or Es
6irrd 65 E; FrJs, frrirozvs ro
EnterprEe. Core CAL SLrile, Ellterprse
CAL Suile
Ad(litiorral Products Level D
Server and Tools Pro(luct
(applies lo serler arrd Cloud
Enrollflents only)
Level D
l\1365 Fl, Ivl365 E5 Complianc€, lvl365 E5
SocLrily, Oflicc 365 Errlcrlrisc Fl, Projccl
Ol]lirrc. Visio Or)|ne Plarr 1or Plar'] 2
[)ynanrics 365, Az(lre, SQL Server,
Windo,rs Server etc.

SharePoint Server, SOL Server, Bizlalk
Scrvcr. Visual Slrdio, Core lnfri!st.uclurc
Suiles, elc.
,^, r
'd "-'' ' 'c. rlripu v4 0 cl td.cPT.oPI-F|.lt( 8D
. The price lisl nronlh that apdies to an order is not a faclor in (leterminirrg,,vhelher the addiliorral2o/o discourrt on Enlerprise Onlirre Services ray be applied lo sn order. The only applicahle faclgr Is lhe elfective dale of the Enrollrnent. . lhe discount does nol anply lo ally extensiD|rs ol the ir]itial Tefln or r€nelval Enrollmc.nls
. The discorrrrl .loes rrot apply to any prornolional Sl(Us Enrolled AlfiliJle is eotitle.l lo lhe lo,,ver of the Fronroliot)al price or discor ted price Tlrc price level lhat applies to Elrllfnertls elleclive on ar afler Noveolber 1 , 202 I is Level D tor all l)ro. ucts
The Rcseller.nd llre Enrollecl Affi[3ta will dete.rninr-. the Enrdlled Afiillale's actual pric! anrl Uayrirnnl lcnrrg.

Except for cl]arrg€s lllade by lhis A rendrr'\er]1, the Errrollrlent or Agreerrreol idenlified auove rerraills unchangcd an(l in furll force and eflecl lf there is any conflicl bet\,reen any provision in this Amendnrerll and arty prJyision tl llre Errrollrne l or Aqreernenl idcolilie(lal)ove, ,hi. Ai11cfl(Illelll sh,.rll (:onlrol This Amendment must be atlached to a sigrature forrn lo be valid Microsott lrrtc ra l Use O
Flivrtrside Coun(y EA Amen(l 8.7 docx 0 tN,l c1 i/-cP] -oPr-t:wK LIL) ,\nrernmer:l^[.fl rd r'] CII I.CPI.OPI.F}/K BD
Prrll} ? ol ,
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E' [/icrosoft Volr.rnre l-icensing
Enterprise Agreement State and Local
lJol lot llse wilh [r,.rasoll RUsirxrss AUree,renl o, f,'Iiirilsoll Frsnnss ar]ilSe,qk:ps A.rprlranl This lilicrosofl Enterprise A(lreemenl (Agrdement') is entered into between the entities identilied on the signatLrre forn I
Errective date, l lle e(feclive dEle of tllis Agieenreflt is the earliesl elfectiv€ dale oF any Enrollfient enlered rnto Inder this Agreernent or lhe date ly'licrosolt accepts llris Agreen]ent, whichever is earliet.

This Agreement consists oI (1) these Agreement lerms aod conditiofs, rncl[ding any arnendrrer]ls and lhe signature folm and all altachments identilied therern, (2) the ProdLrcl Terrns applicable to Products licensed under this Agreernenl, (3) lhe Online Services Terrns, (4) a y Al,iliate Enrollment enle,ed irlto under this Agreemenl. an(l (5) any order s(Dnritted under lhis Agreement.

Please note; Doaurnenls referenced in thrs igreemenf but not atlached to the signature Forln nlay be lound at lrtto.//\,.,ww Inicrosolt.corn/lcensinn/contracls and are incorpordle(i in this Agreemenl l)y /eference, including the Product Tenns and Use Rights. Ihese documenls may contain aclditional terms and condilioos for Pror.lucls licensed under lhis Agreernenl anrl may be changed lrorn lime to time Customer shoul(l roview such documents carefully, both at the time of signing a d periodically tlrereatler aod fully understand alltefns and conditions spplicable to Producls licensed Terms and Conditions

1. Definitions.
"Aftiliate" rneans
a, wlh regard to cuslomer.
(l) any government agency, deparlmenl, otfice, anstrumerrtalily, ciivision, urlit or olher enlity of the stale or local governnient that is supervised by or is I)a( of Custorner, orwhich supervises CLrslonrer or of whiclr Cuslollrer is a Dad. or v?lrich is under common supervisaon ,,,/ilh Crrstomer:
(iil any county. borough. comrironwealth, cily, mlrnicipali(y. lorvn, towrrship. spechl purpose distlict, or other similar typb ol governmental instrunrent.llity eslablished by the laws ot CustorneI s slale and located vr'ithin Customer's slate iurisdiclion and geographic boundaries and
(iii) any other errlity h Custonre'r's state exprEssly a(lhorized by the laws oF Customer's state lo purchase Lrnder slate co trscls; provided lhat a slate and ils Afliliafes shall not, for purposBs oI this definition, he considered to be Affiliates of the federal goverrrnrenl and its Alliliates: and
b. \c/ith regard lo Microsofl, any lergal entily thal l'ricrosoft owns, tlral or.,,ns l,ricrosotl, or that is under comnron ownership , ilh Microsofi.
"Custolrler' means the legal enlity that has enlered into lhis AOreement with Microsoft. "Cr.rstorner Data" means alldalb incltrd,ng Jlltert. sound, iollr,uare, image, or video files that are provide(i lo lvlicrosofl by, or on behalf of. an Enrolled Affilisle and ils Afliliates through ose of Online Services. "day" rneans a calendar day, except tor rl?ferences thal specify "business day'. "Enrolled Affiliate" means ar) entily, either Cuslorner or a y one of CLrslorlrels Afiiliates lhal has erllered into an Enrollment under lhis Agreemenl.
l:ll2olfini.tr (lrSlsl-(i(Erl(ii{llDv2{l l0) PigrlDfll
Uodnrent X2U-1U2[/:l
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''Erlrollmenl" means llte doournent that an Enrolled Afliliate sutlnlits under lhis Agreement to place orders lor Pro(lucts
'Enterprise" mearrs an Enrolled Alf ilrale and thB Af liliates for whi';h il is responsible and chooses or'! ils Enrollmenl to include in rts enterpflse.
'Fixes' rneans Prodtrct fixes, moclifications lor enhancements, or lheir derivalives. thal Microsoll either releases ge er6lly(suchas Producl servrcerpacks) or provi(les to Crrstomer to address a specific issue. "License" rneans (he riglrt to (lownload, insta'll. access an(l use a Product. Fo, ce{lain PrrtdLrcts, a Ltcense rnay be available on a fixed term or subscription basis ('Subscriplion License"). Licenses lol Online Se/vhes will tre co0sidered Subscriplroo Lrcenses.
'Nlicrosoft" nleans tlre Microsoft AfFiliale that has enlered inlo tlris Agreernenl or an Enrollnrent and ils AlFiliates. ds appropriale.
"Online Services" rneans the l\,4icrosoit-lroslJd servi(:es klenlilied as Online Seryices rn tl're Product Ierms.

I
"Online Services Tenrls" nrearrs the addilidnal terms that apply to Custonrefs [Be of Online Services puhlishe.l on the Vol(lnre Lrcensing Srte an(l'rrp(laled frorn llne lo trnre "Product'means all l]roducts identified in the Prodrrcl Terrnri. such as all Softwale, Online Services and other web.based services, including pre-release or bela versions. "Product Terms'nreans lhe (locurnenl lllal piovides irfoonation aboul Microsolt Producls and Prolessional Services a,,/ailable lhrouglr volunre licensing. The Prodrcl Terms documenl is published on lhe Volunre Licensing Site and is updated.lrorn line to lime.
"SLA" nreans Service Level Agreement, uihiCh speciries the nrininrum service level ,or Online Services and is p(blished on the Vohrme Licensing Sile,
"Software' l1reilns licerlsed copies of [,licrosdft sottware identilied on the lrroducl Terrns. Softwa.e does nol include Onlirre ServiDes, but Soflware may be p"rt of an Online Service 'Software Assurarlce" is an olferinq Dy lvlicrosoft lhat provides nerv version rights and other benelits lor Prod(Ets as further descrit,ed in lhe Producl'Ternrs.
'liade Secrel" nreans informalion thal is not generally kno!,/n or re6dily €scerlainabl€ to lhe public, has econorhic value as a resull, aod has beerl subject [o reasonabl€ sleps under the ciriumslaoces lo rnainlair) its secrecy, I
"use" or 'run" means fo copy, install, use, acpess, display, run or otherwise r)teracl.

I
"Use Righls' means the use rights or leflns ol service for eaclr Product pllblished on llle VolurDe Licensing Sile and updated Fram lime lo tirne. The Use Righls supersede the lerrns of any end user license agreement lhat acconpanies a Product. The Use Rights for Soflware are pubtished by Microsoft hr lhe Product 'l ernrs The Use Righls for Orlline SeNices are published in ths Online Services Terms, "Volun re Licensing Sile" Ireans htl lwi/.'r.rrllcros,)f l.corn/11,:ensi ,lco nl cts or a successor sile FA2rll6,r,n(trli)Sl (:lFN(;XNov2li!ti! Fage2olll
norunenl X20.t0209

2. How the Enterprise program works.
a. Gelleral. The Enterp(ise progr:m consisls of the te rrs anct cordrlions on which an Enrolle(l Att iale rnay acquire Producl Licenses. Un(ler the Enterprise program, Cuslonrer and ils Afhlates mny o.der Licenses loi Products by entenng into Enrollmenls l). Enrollmerts. The Enterprise prograrrr gives Custotrer andior its Afliliates the aDilily to enter lnlo or]e or more Enrollnrents totorder Prorlucts, Subsctiption Enrollmenls may be available for some of lhese Enrollrrents l,lot\,!/itl)standing any other provision ol lhis Agreement, only Enrolled Atfiliat€s iclentified in a'n Eflrollment rtill be resportsible fo[ cornplying wilh the terlns of lhat Errrollrrlent. incl'rdrr)! lhe lerms ol lhis Agreement rncorporated by reterence in that Enrollnrent
b.
(1.
3, Licenses for Products.

Liccnse Grarrt. ft4icrosofl graols lhe EnlerJ)rise a non-exclusive. v]o. dwide and limiled riglrt to dor/nload, inslall and use soflware Products, and lo access and use the Online Services, each in the qlantity ordefed Lrnder aI EDrollmenl The righls granled are subject lo lhe lerms of lhis AgIeeD]ent, the l.lse Righls an(l the Prod(rct Terms. IMicrosoft reserves all rights not expressly granled iI lhis A!]reerhenl.

Duration of Liconses. Subscriplion Licenses and rnosl So[tware Assurance rights are temporary afd expire,rhen the app|cable Enrollnent s terminated or expires, Uoless the Enrolled Affiliate exercises a buy-out option. which is available lor sorI]e S!rbscriplioo Licenses Ezcept as olherwise noled ir the apptical)le Eryollnlenl or Use Riglrts, all other l-icenses becorne perpelual only 'xhen all paynrents lor thal License lrave been made and lhe initial El.)rollmenl lefln has expired.

At)plicable Use Rlghts.
(i) Products (other than Orlirie Servlces) 'l he Use Riqhls in etlecl oil lhe elfective date ol the applicable Enrollment lernr will apply lo Enterprise's use ol the versron ol each Producl that is curreni al lhe time. For future versions and new Products. the Use Rights in eftect when llrose versions and Prodrrcts are First released will apply. Changes Microsolt makes lo lhe Use Rights for a partiiular version will nol apply unless tlre Enrolled Afliliate chooses to have lhose changes apply. Ttre Use Rights applicable lo perpelual Licenses lhat lvere ac<1r,rired rinder a previous agreemerrt or Enrollrnenl are deleflnined by lhe Agreernent or Enrollment under wlrch they were acquired. Renewal oF Soltware Assurance does not clrange which Lise Righls apply to those Licenses,
(ll) Onllne Scrvices For On|ne.Services, lhe Use Righls in elfecl on the subscription start date lvillal)ply for lhe sLrbsciption term as delined in the Product Ternrs.

Downgrade rights. Enrolled Afiiliale rnay uSe a earlier version ol a Produclolher lhar Onltne Services than the version that is c rffent on the effective dale oF the Enrollment. For Licenses acquirecl in lhe currenl Enrolheht terrr, the Use Rights for lhe currer)l version apply lo lhe use oF tlre earlier version lf the earlier Producl version includes featlres lhat a/e nol in lhe new ve,sion, llren the Llse Rights applicallle lo the earlier',/ersion apply wilh respe';l to lhose [eatures.

New Versiorr Rlglrts under Sottware Assurancc, Enrolled Affiliale rnusl orcler and maintain contirruous Soflware Assurance boverege for each License ordered. Wilh Soflwa€ AssLrrance coverage, Enterprise autornaticdlly has the riglrl to use a ne,,v version ol a licerrsed Product as soon as it is released, even iF Enr olled Affifiate chooses r)ol lO use ll)e new version anlrnedlat€ly {i} Except as olherwise perm iltbd u nder an E nrollment, use ol the new version will be subiect lcl lhe new veEion's Use Riglrts.
(ii) ll the L icerse for lhe ea.lier ve.sion of tlle Prod0(l i$ perpetual at lhe linre the new vefsion is release(I, the License for the new version \(ill also be perpelual. Perpetual Licenses otllained through Soflware Assurance replace any perpetLral l-icenses lor lhe earliet verslon.

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l-iconse conlirmation. This Agreement the applicsble Enrollment, Enrolled Affiliate's order confirrnation, and any documentalion evidencing trans,ers ol perpetual Licenses. together v,iilh proof ol payrr)enl. lvill l)e Enrolled nffiliale's evidence of all Licenses oblained (nder "rn Enrollnrent
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c. Licenses. Ihe types ol Licerses available are l1) Licenses ohlained urrder Soft!./are Assuraoce (L&SA). ard (2) St|blcription Licenses. These Liccnse types, as well as arJditional License Types, are further desciibed in lhe Producl List I
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4 q, Reorganizalions, collsolidatlons aod privatizaliols. ll the number of ticerrses covered l)y an Enrollmenl changes by nrole lhan len percenl as a result of (1i a reorganizetion. consolidation o, privalizatiori ot arr entily or an operaling division, (2) a privalizatioo ol an Alliliate or an operaling division ot Eorolled Alliliate or any of its Aftiliates, or (3) a consolidatiorl jncluding a rnerger with a lhird parly thal has an existing agreemenl or Enrollmenl. Microsofl will t/vorl( with Enrolled nffrliate in good taitlr lo dete,rnine how lo ,ccomrnodale ils r:hanged circumslances in the collexl ol ihis Agreemellt.

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Making copies of Products and re-imaging rights.
a. Gcneral. Ellrolled Alfiliate rnay' n)ake as rnany copies of Producls, os il neecls lo drstribute lhem within lhe EnterprisB. Copies must be true aod oornpl€te (inclrdi g copyriglrt snd tradenlark rrolrces) lronr rrraster copies olrtained fronl a Microscfl approved ltrllilln]ent source Errrolled Affi ate may Lrse a third parly to make these coples, but Enrolled Afliliate agrees it s/ill be responsil)le for any third pa(y's actions. Enrolled Atfiliate agrees lo flrake reasor)able elforls to nolily ils ernployees. agents. and any olher indivi(luals v,rtio use the Pro(lucts lhat the Pro(lucls are licensBd lron) MErbsofl and subiect to lhe terms of lhi5 ngreerirent b. Copies tor lrai,ring/evalriation and back-rp. For all l)roducls other than Online Services.

Enrolled Affiliate rnayi ('l) use (rp to 20 cornplimerllaly copies oF an7 licensed Producl il] a de(licalerl lrairr lng facility on its prem ises for pu rposes of training on tlrat 0arlicular P rodu cl, i2 ) use up to 10 conrplinlentary copies of any Producls lor a 60-day evaluation period, and (3) use orte cornplimentaty coF)y of irny licensed Product For- back-up or archival purposes lor each ol ils distinct geographic iocations. Trials for Online Services may be available if specified irr lhe Use Righls.
c. Right to re-image. ln certarn cases, re-irnagirlg is penlrilled using the Prod ct rnedia. lf the tulicrosolt Producl is licensed (1) fronr an originalequiFmenl manufacturer (OElvl), (2) as a iull packaged Producl lhrouglr a relail sorrrce, or (3) Lrn(ler another hricrosoll firogram, tlren media provi(led ur)der this Agreerrenllrnay generally be used to creale irnages tor use n place of col)ies provided through lhal separale source, This right is co ditional trpon the tollov,/ing:
(i) Separate Licenses nrust b€ acquired ironr lhe separate source for each ProcluEt that is reimaged, (ii] Ihe Ploduct, lan0uag€, version, and componenls of the copies rnade rnusl be identical lo llre Producl, language, version, and all conrponenls of the copies they replace and tlle rurlher of copies or inslancbs of lhe re-irnagecl Product permitled renrains the sarne. (iii) Ercept lor copies ol an operraling syslern 6nd copies of ProdLrcts licensed lnder another Microsofi program, lhe Proa,ucl type (e 0.. Upgrade or Full Licsnse) re-inraged Inust he identicalto lhe Product lype licensed trorn the separate source (iv) Enrollcd Alfiliate ,nusl adhere to any Pr odu cl-specrfic processes or requiremenls for relunaging idenlilied in the Proslucl Terms.

Re-imaged Pro(lucts remain sutiject to the ternls and L,se righls ol the License acquire(l f.onl lhe separate source. This sullsection does nol create or exlend any l\rictosolt watranty or support obligatiorl
Transferring and reassign.ing Licenses.
a. Licctlso lransfers. License lr3hgfers are not permilted, except tlrat Cuslomer or an Enrollecl Alfiliate may lransFer only frilly'pr.iid perpet\rol l.lcenses to:
(i) an Afliliale, or
(ii) a third party solely in colne(:tion wilh the lranster of hard\,/are or enlployees to whorn llre Licenses have been assigned as part of (A) a p, ivalizalion of an Altiliate or agency or ol an [1120 lel\il(USISLGIEI]Gt{No,/20 I D} FagL. .1 oi I I
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operaling dvision ol Enrolled Al, iale or an Afliliate (Ll) a reorganizalion or (Cl a consolidation. I
htt! l/ww/J nricrosoll coo rlli0ensine/nor rlr.cls and sendng Ihe conrPleted lorn] to Microso,l Upor] such trans[er Cuslorner :or Enrolled Affiliate mast uninstall an(, (liscontinue llsir,g the li(:ensed Product arr(l render ani copies u,'rLrsable
Notiticatioll ol Llcellse TraIsler. Errrolled nffilate rrrlrst nolify ll,licrosoll ofa License lransfet by cornpleling a license' transfer fornr, which Ean be oblairred frool h
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belore tlre Llcense lransfer No License lransfer lvill be valid (rrless Errrolled Alliliale provrdes lo lhe iransteree, and lhe transleree accepts ir'r uriting, documents suFficient lo enal)le lhe lransferee lo ascertaill lhe scode, purpose and limilalions of the rights granled by i/icrosofl under the licenses being lransferred (includingthe applicable Use Rights, use and transfer reslriolrons, u/arrarrlies and tirnitalions ol liabrlily) Any License transler nol rnade ir conrpliance with lhis seclion will be voirj.

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lnternal Assilrnnlertt of l-icelses ancl Software Assurance. Licenses and Soltware Assrrrance must be assiglled to a single user or device wilhin the Enterprlse. l-icenses and Solt?,/are Assurance may be reassigned within the Enlerprise as desoribed ir) the Use Rigltts 6 Term and terminalion.
a. Ternr. The te.rn of lhis Agreenr dnl will be 36 full calendar nronths fronr ihe eFfective dale ur r less lerminated by erther party as described below. Each Enrollment v,/ill have the lerm ;:rovided in that Eorollnrent.
b. Termlnatlon wilhout catlse. Either party nlay lerminate lh is Agreement, !./ithorlt cause, upon 60 da1,5,'v71111"n notice. l^ lhe ei/e.ll of ternrinatiorr. new Eurollments vJill not he acceFled, blll any exisling Enrolhnenl lvill continue for the ternr ol such Enrollment and will conlinue to be governed by ihis Agreernent.
c, Mid-term termlnallorr for norr.hppropriatiol of Funds. Enrolled Afliliate may terminate lhig Agreemenl or an Enrollrnent srithout liabillly, Fenalty or lurther obligalion lo rnal(e payD]e,tts if ft/nds to make paymenls under lhe Agreement or Enrcllnrent are not approprialed or allocrted by lhe Enrolled Alfiliate for such purpose
(1. Termination lor cause. Without limiling aoy olher rernedies il oray have. erlher party may lerrlioale an Enrollmenl if lhd olher party nralerially braaches ils gbligatiens under ll'tis Agreement, including any obligalron to subryrt orders or pay rnvoices. Exceptwhere (he breach is by its nature not criltrble wilhin 30 days, the lenninating pa.ly must give the olher parly 30 days'notice ol its inlenl to tErminale and an opfiorl\rnity to cure the breaclr. lf !,Iicrosofl grves such rolice to an Enrolled AFFiliato. Microsoft also will give CLlslomer a copy ol lhal nolice and Cuslonrer ad,ees to help resolve lhe breach. lf lhe breach af,ects other Enrollnrents and cannot l)e resolve(l betyreen Microsoft and Enrolled Aftiliale, logelher with C(stomer's help, v,/ilhin a,easonable period of lime, tulicrosoil rnay ternrinate this Agreenlent and all Enrollnreots under it. lf an Enrolled Alfiliate ceases to be Customer's Affiliate, il nrust pronrplly nolify tulicrosolt, and lllicrosoft nray lerminate lhe former Afliliate's Enrollmerrt if arr Enrqlled Affiliate tenninales ils Enrolhnent as a result of a l)reaclr by Microsolt, or if Nlicrosofl lernrinates an Er]rollmeot because Enrolled Alfiliale ceases to be Customer's Afiiliate, then Enrolled AtliUate will har/e the e;dy ternrination rights described in the Enrollnrenl e. Early ternination. lf (1)an Enrolled Affiliate terminales iis Enrollnrent as a resull of a breach by Microsoft, or (2) if Microsoft terminales ar! Enrollme|t because lhe Enrolled Aftiliate has ceased to be irn Afliliale ol Cuslorne., or (3) Enrolled Alfiliale terrninates an Enrollment foI nor)- apl)ropriation ol FLrnds, or (4) Microsolt lerminates an Eflrollnrent for noll-payrnenl due lo nonapl)ropriation oi hrrds lllen the Enrolled Afliliate v(lll)ave lhe lollowing oplions:
(i) ll may iDlnr€diately pay the lolal renraining amolnt due, inchrding all inslallrneDls. in which case lhe Enrolled Aftiliate wlll have perFetual riOhts for all Licenses il has ordered: or E^201 bnlr(US){iLrj(Efl6)lnlo,/l0l Ll} Piqa 5 Df 11
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(li) ll nray pay only arrounls due as ol lhe lerminatio n dale. inwhich case lhe Enrolled Affiliate !,rill have perpelrral l-icenses for.
1) all copies ot Products (inc[rding lhe lalest version of ProdLrcts ordered under SA coverage in llre current ter'rn) for which payrnent has been nEde in Full, and 2) lhe number ol copics of Producls it has ordered (including the lalesl version of Products ordered under Soflware Assurance coverage in crrrrent lerm) lhal is propo(ional to the tolalbl installmenl payrenls paid versus total amounls due (paid and payable) if the early lerminalion hacl not occurred (iii) lrr lhe case oF early lernination under subscription Erlrollments, Enroll€d Affiliale,xlll have the lollowing oplions: r
1) For eligible Prorlucls. E;rolled Affiliate may obtairr per p€l ua I Licenses as describe(l in tlre section of the Errrollmenl lilled "Buy-oul option," provided that [ricrosofl receives lhe b(ry-oul order for thbse Licenscs wilhin 60 .lays alter Enrolled Affiliate provides notice ol lernrinalion.
2) ln the evenl ot a trrealh l)y Mic,osolt. if Custorner chooses nol to exercise a buy-out . option. Microsoft will issire Enrolled Alfilaite a credit lor any amouflt paid in advance for Subscription Licenses thal the Enterprise will not be able to use to do the lerminalion ol lhe Enrollinenl
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llothing in lhis section shall aflecl perpeiual Licerrse rights ac(luired eilher in .i separale agreement or in a prior terlit ofthe l€fllri,tated Enfollmer)t.

Effect of tc.minalion or expirailon. .VVhen ar) En/ollmenl expires or is termi[aled, (i) Enrolle(l Alfitale must orderrLicenses for all copies of Prochrcls it has .un for which rl has nol previously subnr tted an brder Anyandall unpaid payments lor any order of any kind rernain due and payable. Excepl as provided ill the sutlsectior) litled "Early tetmination.' all unpaid payments lor Licensas immediately become dllo and payable. (ia) En[olled Affiliate's right lo Software Assurance benefils under this Agre€menl encls if it does oal renew Software As$urance
g. Modlficatlon or lelmination of an Onllne Service tor regulntgry reasons. tulicrosofl rlay rnodily or terlrlirlate an Onkoe Service ,Jhere lhete is any crrrrenl or lutrlle goveri]ment requiren'rent or obl€ation thal: ll1) subjects i,Iic,rosoFl lo arv legutation c]r requirenrenl not generally applicable lo businesaes operaling in lhe jurisdlc,tion. (2) presents a hardslrip for lvlicrosofl to conlinue operating the Online Service without nrodification; ancUor (3) causer Microsofl to believe lhese terms or the Online Service may coniiict with any suclr requirenrent or obligation.
lr. Prograrn updates. I icrosofl nlay nrake clranges lo this nrogram thal v/ill make it necessary for Cuslomer and ils Enrolled Atfiliales to errtel into new agreements and Enrollmenls al the tme of an Enrollnrent rer1ewal
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Use, ownership, rights, aitd restrictions.
a. Pro(llrcls Unless otl)erwrse speqlied in a sul)plenlental agreernent, use of any Prodr/ct rs governed by the tJse Rrgirts sdecilic to eaclr Pr(xloct alld versioo and bv lhe terrns ol lhe applicable supplenrental agreefiienl.
b. Fixes. Each Fix is licer]sed un(ler the sdnre telnrs as the Pro(lLrct lo which it applies. lf a Fix is not provided for i, specifi(j Prodrict, any use rigllts lvlicrosolt provicles wilh the Fix will apply c. Non-Mlcrosoft software ancl technology. Enrolled Affiliole is sole-lt responsil)le for arry nonlvlicrosoft soflware or technology that it ilrslalls or uses !,,rilh the P.od.rcls or fixes 7 EA2u l6A!r IUS)SLCI$lGilNov2DtG) Pa$e6olil
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d, Restriclions. Enrolled nffiliate m(sl not (and is nol licensed lo) (1) reverse engineer, cleconrpile, or disassemble any' firoducl or Fix i2) install or use non-Microsofl soflv/are or lechnology in any way that would subject Llicrosoft s intelleclual property or lechnology to any . olher license terms; or (3) wgrk aroun(l aoy le.-hfircal hrnilations in a P,oduct or Fix or restrictions in ProdLrcl docurrenlalion. Custorner must nol (and is not licensed lo) () separate and .un paris ol a P.odrcl or Fix or rrlore lhan orle device, upgrade or clorvngracle parts of a Product or Fix a( di(ferent times, or lrans[er parts of a Product or Fix 6epar ately: or (ii) dislribule, sublisense, rent. lease, lencl ani Producls or Fires ir whole or I'r l)art, or llse lhern lo oller hosting services to a tlrkd parly.
e. Reservation of rights. Producis and Frxes are prolected by copyright and other intelleclual ploperty rignls laws and interriational treaties. uicrosoft reserves all rights not expressly granted in this agreemenl. Ilo dghts will be granted or irnplied by v./aiver or estoppel. Rights lo access or use Sollware on a bevice do not give Customer any righl to implemenl Lricrosofl l)0lerrls or othel i.Iic,osofl i^telleclual t)roperty in the device ilself or in ani, other sollwar€ or devices
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8. Confidentiality.
"Corfiderllial lnforrnalion' is non-public inlor rnation that is designated 'confidenlial" or that a reasonable person should understan(l rs confidenlial, includiIg Custorr]er Dala. Conlrdential lnfoflnation does nol inclucle inlornation that (a) beconles publicly ayailable reilhoul a breach of lhis ,9ree.flent. (b) lhe receiving party received lav,rfully lrorn anolher source withoul a confidentialily obllgalion, (c) is independently developed, or (dj is a comnrenl or suggestion volunteered about lhe other parly's business nroducls or servces.

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Each parly v,/ill lake reasonable sleps lo t)rolect lhe other's Oonfidential lnforlnalion and v,,ill use the olhe. party's Confidential lnformation only for Durposes ol the padies business relationship. Neitlrer party will disclose thal Confidenliallnloanation to Ihird parlies, excepl lo ils employees, Afhliales, conlraclors. advisors and cortsultants ('Replpsenlatives") and then only on ir need-to-kn(,w basis lrnder nondisclosrrre ohlrgations at leasi as prolective i!s this agreenrenl. Each parly iernailrs responsible For lhe use ol lhe Confidentisl Infolnation by its Representalives and, in the e'renl of dhcovery of any rrrrauthorized use or djsclosure, must prornptly norify th€ other party.

A Farty may disclose the ather's Confidentiallrrfo(nalion if required try law. bul only alter it nolilies lhe olhsr parly (if legally pern'rissible) to enable Ihe other pany lg seek a protecllve order. lleilher pgrty is reqUired 10 reslnct work assibnments of its Reptesentatives vjho have had access tg Confidenlial lniorrnation Each party agrees lhal the use of intormalioo relained in Represenlatives' unaided menlories in the devsloprnent or deployrnent of lhe parlies'respeclive products or servic€s does nol creale liability under this Agreen'rent or lrade secret law, anrl each parly agrees to linrit whal it d;scloses lo llre other accordinglv.

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These obligations apply (i) tor Cuslomer Deta untrl il ls (!eleted [rorn lhe OolinB Serylces, and (ii) tor all otlrer ConFadenlial lr)fonnalion. Ior a period oI ive y€ars after a party receives the Conlidential lnfomration.

9. Privacy and comptiance iitn u*".
a. Enrolled Affiliate consents to the processirrg of perso r)al in lo[nation by [,4icrosoft ancl ils agenls lo facilitale lhe subjecl matter bf this Agreement, Enrolled Atliliale !,/ill ol]lairr all required consenls lrom lhird parties under applicable privacy ancl dala proteclion lav,r before Droviding personal information lo i.,licrosoll
b. Persorral i[formalion collecled under this agreernent (i) rnay he lransferred, slored arrd processed in lhe United Slales or any olher counlry in which Micpsolt or its service providers maintrin lacilities and (ii) v/ill be s(bjecl lo lhe privacy terms sFeciiiecl in tlre Use Righls. fu{icrosofl will abide l)y tlre reqlrirements of European Economic Area and Swiss dala oroleclion i
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law legardrilg the colleclion, use, transler. reterrtion, and other processi0g ol personal data frcm lhe European Eruurornir) Aiea and Switzerlan.J.

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U.S. exporl. Products.ind Fixe's are subiecl toU.S. export ju rlsdiction- Enrolled Afliliate orUst coml)ly with all applicable inlernalional an(l national lavJs. including the u.S Eyporl ndrrihistralion Regulations and lnternational Traffic in Arms Regulations. and end-USer, end use and deslination reslriclions issue(l by U S. and other goverrrnents related to Microsofl producls, sen ices a d lechnologies.

10. Warranties.

Li|rliterl warranties an(l rernedies.
(i) Soflware. Microsotl warraAls that each version ol the Soltsare v/ill pertofln substantially as described irr lhe applicable Producl docun'rentation lor one year fronr the date the Enterl)rise is lirsl license(l,lor llral versior'l ll il does nol and the Enlerprise nolilies l\/rcrosolt rvithin lhe v(arranty terrr, llien MicrosoFl wrll. at rts opliotl (1) relurn lhe price l-"nrolled nlliliale paid for the Software licenEe. or (2, renair or replace the Software lii) Online Seryices. lvlicrosoli warrants tllat each Onlrne Service will pedorn in accordance wlth lhe applrcable SLA drrring the Er)lerprise's !se. The Enlerprise's ferlledies For breach of lhrs warranty.rre in lhe SLA.

Tlre rerrredies abov€ ar€ tlre Errterprise's sole rernedies lor br€ach ol lhe vraranties ir lhis section Customer w8ives any br each of \,r'arffinly clainrs nol rnade (luring lhe warranty period.

Exclusiqns. The !,/arranlies ln this agreement do nol apply to problarrrs causl.d by "iccident, alluse. or use rn a Dranner irrcor]sistent wilh lhis Agreernent, including failure to rneel ntinimum syslem re(luirerneots. Theserwa,ranlies do not apply to free, trial, pre-releale, or betir produEls. or to conrponenls of Producls that Enrolled Afliliale is permitted to redislribr e.

Disclaimer, Excepl for llre lirnite(l warranlies above, Microsoft provides no other warrarrties or corrdltlons arid disclairns any other express, irnl)lied, or statutory y,/arranties, including lvarranties of quality, title. non-intrlngemBnt, merchantability, an(l Iitness ,or a panicular prrrpose.
11 . Defense of third party claims.

The parties will defend each other against lhe third-party clain]s clescriberl in lhis seclion and will pay the amoi.rnl o, any resulting adverse frnal judgrient or apFroved seltlement, but only rf the defending parly is l)romplly nolilied in srriting of the claim and h'as lhe righl lo conlrol the defense and any settlernenl of it. The Pa(yr 6ulnn defended nrust provide the defending parly 1,/ith all requested assislance. rnlormalion, and aulhorily. The defending party 'rlill reirnl)rrrse the olher party fer reasonahle out-of'pockel exl)enses it incurs in providino assislance This section describes lh e panies' so le rernedies and entire liability for such claims a. ByMicrosoft. Micros olt will defend En rolled Af filiaie againsl iny lhird-party clar|.l] lo the exle nt il alleges thal a Producl or Fix rnad€ availahle by lvlicrosof( for a lee and used withiA lhe scope of the license granted (unmodilied lrorn the lornr provided Dy Microsoft and not conrbin€d wilh ariythillg else) fl)isappropriales a lrade secrel or direclly inlrir)ges a patent, copyright, tradcmark or other proprietary righi ol a third party. lt Microsoft is unable lo resolve a claim of i,rfringernenl !nder conrnrercially reasonable lerns, il may, at ils option. eilher (l) rnodify or replace lhe Pro(lucl or Fix with a lLrnclional equivalent; or 12) ternnnate Enrolled Alliliate's license and refund any prepaid licBnse lees (less depreciation on a five-year, straight-line basis) For perpetual licenses and any amounl paid for Online Services for any r.rsage periotl aller tlle lennir)alion dale lvlicrosofl wrll not be liable for any clahlls or damages due to Enrolled Affrliate's continued use o[ a ProdLrcl or Frx afler l]eing oolrfrcd to stop due to a lhird-party clainl. b. By Enrolled Afliliate. -l-o the exlent permilted l)y applicable law, Enrolled Alfiliate !..,illdefend Microsoll against any third-parly claior lo tl)e exlent it alleges thal; (lI any Custonler Data or I
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non-tulicrosoft software hosled in an Online Service by l/icrosoft on Eirrolled Alliliate's behall misappropriates a lrade secrel or clirectly infringes a patenl, copyright, tradernaft, or olher propnetary riglrl of a third pally: or (2) Enrolled Affilate s Lrse of ary P,oducl or Fix, alorre or irr combinalion !vith anything else, violates the la,..] or dan'rages a third parly

12. Limitation of liabitity.

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For €ach PrDduct each party's nraximunl, ajlrregate liabrlrty to tlre olher urder tlriS Agreenterl is lrr'iled lo direcl danrages linally awarded in an amount rrol lo exceed lhe arr'rounts Enrolled AfFrliate was required to pay tor lhe applicable Prodrrcts dr.rring lhelte(rr of lhis Agreemenl, subject lo lhe following; a. Ooline Sorvices. Por Onl ne Services, Microsoft's nraxirnum liabilily to Enrolled Afiliale tor any in,jident giving rise to a clai*r will not exceed tlre amoLrnt Enrolle(l Alfiliate Paid lDr the Online Servlce dlrino the 12 months before the incidellt. b. Free Products alld Distflbutalile Code. For Prociucts provi(led lree of charge and code that Enrolled Affiliate is aulhorized lo redistrib(te to lhird parties ',vithout separate paymenl to Itlicrosolt Microsoft's liallility is limited to direct darrrages firally awardecl up lo US55,000. c. Excluslolls. ln no ever']lwill either party Le liable lor indirect, inci(lenlal, special. punitive, or consequential damaqes, or for loss of rse, loss o[ busii]ess inlotmatron, loss ol revenue, or interrurption ol business, howeveir cause(l or crn any theory of liability. (1. Exceptionr. N o lirnitalion or exblusions ,,vill apply to liability arising o ut of eith er parly's ( 1 ) confidentiality obligalions (except for all liability related lo Cu slonre r Data, \ hichwrll renrairl sublect lo the lirnilations aod exclusions above), (2) dcl'ense obligations; or (3) violalion of the olher Farty's intelleclual property (glrts.

13. Verifying compliance.

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a. Right to verify compllance. Eorolled Aliliale rnust keep reco(ls relating lo all use and dis! ibulion of Products by Enrdlled Alfiliale and its Affiliales. (4icrosoft has the right, at its expense. to lhe exlent peflr]illed by apDlical)le l"ivi, lo verily con]pliance vr'ith the Prrxjucl's license term!. Eorolled Alfaliate rnust promptly provide lhe independer]l auditor witlr aoy inloro]atlon the auditor reasonably reqtrcsts in furtherance o, the verilicalion. including access to syslems rLxrning lhe ProdLrcts and evidence of Licenses for Producls En.olled Allilinte lrosts. suhiicenses, or rlistributes to lhird parlies. Enrolled Afliliale ag.ees to conrpl€le Microsofl's sel,-a[dit process, which liicrosott nray require as an alternalive lo I lhird party aud( i). Rernedtes for non.conrpliance. lf verification or selt-alrdit reveals any unlicense(l use oI distribution, tllel wilhin 30 days, l1) Enrolled Affilrale must order suflicienl Licerrses to cover lhal use or clstribulion, and 12) if unlicensed !se or (listribulion is sa/i or rnore, Enrolled Afliliate rnusl reifirt)urse Microsolt for tlie cost tvlicrosoft has incrrrred in verification and acquire the necessary ad(litiolal licenses al 12lo/^ oi the price base(l on the lhen-current price lisl and Enrolled Affiliate Drice level. Tha unlicensed use perceolage is based orr the total number of licenses purchased conrpared td aclual install base. lf there is no unlicensed use, Mrcrosoll !'.,ill nol subiecl Enrolled Afliliale lolarlother verificalio|r For at leasl one year. By exercising lhe rights and proce(lules described above. Microsoft does nol waive its rights lo enlorce this Ag[eernerll or lo prolecl its inlellectual propedy by arly ollre, n]eans permitlecl by law. c. Verification proce3s. tulcrosoflwill notily Enrol'ed Alliliate al least 30 days rn advance of its intent to velify Enrolled Affiliate's compliance r,/ilh the liceI]se lerllrs for lhe Products Enrolled Affiliate and ils Atliliales use or distribute. Mrcrosoft willengage an independent auciilor. which v,/ill bc subject to a conlidentialily obligalion. Any infomatioo collected in lhe self-audit wrll l)e used solely lor pLrrpos€s of (leterminirg conlpliancc Tlns verilication will lake place during r'ror'rnal llusiness lrours and in a nra[ner lllat does not inledcre unreasonably with Errolled Affiliate s operaliols.

EA2(l 1ri,1qr (tl S)SL.OiEr,l(:j)1 l.k,v20 I ti, PAlts9{,1 ll l:)(:,-rrrrefl l Xr0 I D2Ol

14. Miscellaneous.
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a. Use ol corrtractors. Mictosollmoy rrse conlractors to pBrform services, bLrtwrll be resporsible lor their oedornrance suhiect to the lerlns o[ lhis Agreenrer]l I
lr. Microsoft .?s indel)endenl conlractor. The p rties are irdepen(lent conlraclors Enrolled ntliliate alnal Microso(l each rnay (levelop txoducls indepenLlently ,,vilhoul using the other's Conlidenlial lnlonrlatiorl
c. Nolices. Nolices to l/,crosoft nrlL,stbe sent lo ttre address on (he srgnature foflr Notrces rnusl be ir writing and will be l{ealed as delivered on the cJate shor,/rr on the relurn receipl or on the courie[ or lax conlionatiorl ol delive.]. ilicrosoft rnay l)rovK,e irrformalion to Enrglle{i Affiliale aboul rlpcomir)g or(iering deadlincs, services, and subscription inforrnalioI in eleclror]c lorm, incl(ding by email to contacls proyided hy Enrolled Alliliale. Enrails vyill l)e lrealed as (lelivered oI lhe transmission date.
(1. Agrccrno t ngt excllrsive. CLrslomer is lree lo enler into agreenlenls lo license. use or promole non-Mic.osolt products
e. Anre[drnents. Any arnenclmerit to this Aqreemenl m(lst be executed by bolh parlies. except thal MicrosoFt mey chan0e lhd Product Terms and llre Use Riohls flon lirne lo lirne hl accordance !Jith lhe te.rrs ol lhis Agreernenl. nn./ conllictirrq termsand conditions conlaine(l ir) arr Enrolled Affiliate s purchasb oder will not apply. Microsoft may require Cuslorner to sign a ne\,,, agreemenl or an arren(lrrrent belore arr Enrolled Affilrate er)ters into an Enrollrnenl under tlris agreeDreDt
f. Asslgrunert. Eilhe''pifly llray assign this Agreernenl lo an Affiliale, bul must nDtify the olher party in writing-of the assigrrrrreht. Any other proposed assignnlenl rnust be approved try lhe oon-assigning party in wriling. AssiOnr'rlenl !'lll nol relieve tlre assigning party of its obligations under lhe assigned agreement Any altemfited assignmenl ',,,,illrcul reqLrired approval will be void r
g. Appltcabls lawl dispute resollttion. The terms of this Agreer\lent v,rll be gover|ed lry ltre lsws ol Cusl,Jmer's $tate. rrilhout giving effecl to ils conflict oa laws. Dispules relaling to this Agreemerl will be subiect io EDplicable dispuls r€solution laws of Custor]ler''s state lr. Severabllity. llanyprovisron n,this agreerirenl ishetd lobe ur)enlorceable, the halance ofthe agreernerlt $rll remarn rn full forie and erlecl
i. Waiver. Failure lo enlorca any'pro'/isioo of tl]is agree|rent ,,vill not constitule a v/aiver. Any waiver mLisl be in $riting and signed by the warving party. i. No thlrd.party beneflclarles. .This ngreemeot does nol creale any lhird-party benefrciary rights.
k, Survival. All provisions survive terminalioi or expj.alion of lhis Agreernertl excefil lhgse requiring perfornlance only during tlre teIlTr of the ngreemertl. l. Managemcnt and Rerrorting. iuslomer and/or Enrolled Aliiliate nT ay nranage accoonl details (e.g., contacts. orders, Licerlsbs, sollware do,.vnloads) on Microsoll's Volume Licensrrrg Service Cenler ('VLSC') web site (or srGcessor site) 8i lltlrs /iwv,/\/ rr c.l_osoft c-qlt.ilicelr9!r!,qlsc.vrlecenler. Upon the effeclive date of th s Agreerrerrl . arr<t any arroriir,inri, iriiconriififG"ri-G,r rcl thrs purpose \,,rill be provided acci].ss to this site and rray aullrorize addrtional Lrsers and contacts. nr. Ord er of preceden ce. ln the case of a conllicl tlelr,/een any docurnants in thrs Agreemeot tlrat ls nol expressly resolved in lhosd docun]enls, their terors will conlrol l) llre following or(ler frolr highesl to lowest priorily; (1) lhis Enterpriss A(.Ieernent, (2) any Enrollrnent, (3) the PrDdrrct Terms. (4) lhe Onlire Seruices Terms. (5) oKle(s subnritled under this Agreernent, and (6) ar'y otlrer docunrents in lhis Agreehrenl Terns hi an arlte drner( cuntrol ove, the amended docurnenl and any plior ame|ldrnenls coocerning lhe same sIbjecl malter, EA?o lli,1,l {U S)SLGiEl,lCl rNor2o lt')
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Free Products. ll is tuicrosofl'i intent thal the ternrs ol this Agreement and lhe Use Righls be rn coll]plrarce wilh all aopllcabie lederal law ancl regulalions. Any free Producl provided to Enrolled Alfiliale is lor lhe sole irse and henelil of lhe Enrolled Alriliate, and is not provided for use by or personal lrenefit of anry specific governmenl enrployee. o. Voluntary Product Accessibility Tenlplates. l,ulicrosolt supports the governrnenl's obligalion to provide accessible technolollies to its citizeoli willr disabilities as required bV Section 508 o, lhe Rehabilitation Act of 1973, aod its stale lav/ counterparls. The Voluntary Product n,-:ces$il)ility Te rtrlates ( VPATS") for the Nlicrosoft lechrologies used irr providirB tlre Olllire Services oan l)e found at Microsofl's VpnT page. Furlher information regarding lvlrcrosofl's conrnritrner to accessibilily can be loLind atlltlp /,/wwv/ n ricr osofl-con/e rrable. p. Natural disaster. ln ttre e,,/enl of a "nalural disaster, lricrosofl rnay provide addilional assistance or riohts bv Dostino them on lrtlD:ilrr'.$.{.nricroso(l.coor at sucl'r lime. q. Copyrlghl vlolatlorr- Excent is sel Forllr in lhe section above e[tilled Transfering and reassrgning Licenses", the Enrolled nffiliate agrees to Day for and comtrly ,rith llre termii of lhis Agreenrenland lhe Use Riglrls, for lhe Producls it (lses. Except tothe extent Enrolled AFfiliate is licensed Under llris Agreenrad. il rrill be responsible fo. ils breach ol lhis cor]lracl and violaliorr ol Microsofl's copyri0hl in lhc Products, including payrrent oF License fees specified in lhrs Agreernent fsr Unlicensed use.

Ei?0 l0/hrllJS)SLGlallG)ll.lov?0 I 0) Pr(c Il oi I I
l,rtAx'!4rl Xlil l ii2llll
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Tl'ris lornr ca be use<l in combinalioh witl) MBSA. Agreerner)t, and Errrollment/RegistralioI llo\,rever. a 6Eparale form must l)e submrlted for each enrollment/registralion. \,!ten more lhan o e is sublnilted or'r a signatrrre lorm For the purposes of tllis torm, 'e[tily" can mean lhe signing entity, Quslorrer, Enrolled AIIiliat€, Goverrvrterrl PaIlner, lrr$tilution, or olhe, parly enterirrg inlo a volurne licensing program agreenrenl Pflmary an(l Nolices contacts in this form will nol apply lo enrollments or regislralior'rs.

E 'Miqv6s611
supp lemental Contact lnformation Forrn
This fo n applies to I I riBsA I
fil Agreement
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Ll Enroll/nent,/Af lrlrale Regislration Fofln
llse( primary eotily naltle if rnore lhan ooe Enrollnrent,/Regislration Fornr is submitted
SuFC ol1tncrlx loF o,.n(l.r1,lll D){ El\lc )((Jrt20 | l) Contact information.

Each party vr'ill nolify lhe other in writins if any c.f the infornation in lhe following conl.rcl infoflIalron page(s) chanqes. The asterisks (') indicate required fields: if lhe entity cl]ooses lo designate otlrer conlact tyDes, tlre satrre required tields rrlrrsl be corhl)lele(l tor each section. By provicling conlacl ialorn]alion. entily consentg to its use for purposes oI adnrinistering the Enroilmenl by lllicrosofl and olhel pafies lhal help 'lvl icrosofl admt]isler lhis Enrol[nent. The personal inloflTlation provided in conl,]ection $,ith llris Egroen)ent ,/ill be llsed aId protecle(l accor(ling lo lhe privacy slalell]enl available at lrttps:irlicen{!g I] rlle-so Il- con].

1. Additional notices contact.
'fhis conlact receives all notices tllal are sent from lllicrosoll. No online access is granted to lhis irdividual
Nnrna ol entity'County ol Rrversrde I
6ontact lla e"r Fl]st Regina Last Fund€rlrurk
Cootact enlall address' RFuodeIburk@rivco org
Slreet ad.lross'3450 14lh Slreel, 4lh Floor;
City' Riversido State/Province' Califo.aia 'Postal co(le' 9250 l-386 I country' usA
Phone'95'1-055-2265 Fax I
f] This contacl is a third pa.ly {nol tlre eniily). U/arring: lhrs contact (eceives personally identifiable inlormaliorr of lhe entity.

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2. Software Assurance manbger.

This contact will receive online permissiohs to rnanage the Soltware Assrrra ce berlefits urlder lhe EnrollDrent or Registr alion.

Name of entlty' Cot| tyofRverside
Contact name': Firsl Regina l-ast Fun(lerlrurk
Contact ornail add ress' [email protected]
Street address' 3450 'l4th Slreet. 4th Floor,
Cityr Rivorside State/Provlnce' Calilofl raa
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Postal coder 92501 -386 I
i'ag! I ![:t
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Volunrr: l-ic.ensing
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1 Cotlnlry' USA
Phone' 951-955-2265 Fa,(
E l-his contact is a third t)arly (nol the enlity). Warningr This conlacl receives personnlly rdentifiable informalion of the entily.

3. Subscrptionsmanager.

This conlacl will assign fulSDt\]. Expression, and TechNel Plus subscriptiorr licenses lo llre individual subsclbers under lhis Enrollnent or Regislration Assignnlent of lhe suhscription licenses is necessary lor access to any of lhe online benefils, sr.rch as subscription downloads. This contact will also manage any complimerrtary or ad(litional nre(lia purchases relate(l to llrese subscriplioos Name of entity' County of Riverside
Contact Iame': First Regir]a Last Funrlerburk
Conlact emall address' [email protected]
Street address'3450 14th SIreel. 4th Floor
City' Riverside State/Province' Califarnia Postal code' 92501-3861 Corntry'USA
Pho[e' 051-955-2265 Fax
! This contact is a third party (not the enlityl. Warning This contact receives personally identiliable informalion ol tlre entity.

4. Online services manager.

This conlact will lre provi(led onlirle pennissiorE lo rlanage the o[line service$ ordered under tlre Enrollment or llegistralion
Narne oI entity' Counly of Riverside
Contact oarne': First Luis Last Flores
Co0tact email ad(lress' LFF|[email protected]
Streel address' 3450 14lh Slreet. 4lh Floor
City' Riverside SlatelProvirrce^ Califorrria Postal code' 92501-3861 Country^ USA
Phone' 951.955-81 '14 Fax
fl Ttris conlact is a thlr(l parly ( ol llre entily). Warning: Tl)is contact receives personally identilaable intormation of the entity.

5. Customer Support Manager (CSM).

Thjs person is designated as the Customer Support l,,lanager iCSM) for suppor'l-r'elaterl activities Narne o, e[tlty' County of Riverside
Contact name'; First L(is Last Flores
Corltact enlail address' LFFIores@rivco org
Strccl addrass'3450 14lh Street 4lh Floor
City'Riverside State/Province' CaliFornia Postal cq(le' 92501.3861 CouIlry" USA
Phone' 951-955-81 14 Far

6. Primary contact informatiotr.

An itrclividual fronl inside the organizalio[ n]ust serve as the prinlary conl,act. This conlact feceives online adminislrator permisslons ancl nray grart orline access lo others. This conlact also receives all notices unless f,Iicrosofl is provided writleo nolice ol a cltange.

Namo of ontity'County of River6ide
i rpCrrnacllfllol orn(lJA. ll iUl(F:N t;)(r-:r.l2il 13) Prge 2 r1l :1 Co[lact narnc': First Jirn Last So]ith
Colltact emiil address' jinrsmith@fi vrjo.org
Strcet address' 3450 14th Street. ,lth Floor
City' Riverside State/Provlnce' CA Postal code' 92501-3861 Corrntry^ US
l)hone' 951 -231-5909 Fax

7. Notices contact and online administrator lnformation, This nrdividuBl receives online adorirlislrator l)ermissror)s all{ rray gr;ut or)lnre access k) olhers. This contacl alsD receives all notices
El Sanc a.s /rrrary ilor)lacl
Nanre of cntily'
Contacl flarne'i First Last
Contaci ellrail address,
Strcel a(l(lress' Clty" State/Province' Postal code"
Country'
Phone" Fax
ll This contacl is a tlrird pa(y (not lhe entity) Warning: This cortacl receives personalty identiliable inlorrration of lhe entily.

Sut,j ortlacrt,k,Fl/,r(UA.lml)ir!flclr{rd!ll !:,) File 3 .J 3 !l Microsoft Volume Licensing
Program Signature Form
MBNMBSA numb€r Proposal lD
Agreemenl number
Noto: Enter the applicable Ective numbeE associatod with the documents below. Microsofl requires the associaled ective numb€r be indicated here, or listed below as new.

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

This signature form and all contract documents identifled in the table below are entered into between the Customer and the Microsoft Afiiliate 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 documenls incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. \l
D
t indicates required field
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 v,20-0492'l
<Choose EnrollmenVRegistration> Document Number or Code <Choose EnrollmenURegistration> Document Number or Code <Choose EnrollmenURegistration> Document Number or Code <Choose EnrollmenURegistration> 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 Oocument Number or Code
Contract Document Number or Code
Printed Title' Procurement Contract Specialist
Signature Date' Ol I 17 1201 3
I entity name)* County of Riverside
DC YCO
IS
(
Printed First and Last ' lnes Mark FOR
Name of E
Signature'
Tax lD 95-6000930
Customer
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,ML(ENGXOct201 2) Page 1 of 3 BY
Microsoft Licensing, GP
Printed First and Last Name
Printed Title
Signature Date
(date Microsoft Affiliate counterslgns)
Signature
Effective Date
(may be different than Microsofts signature date)
Name of Entity (must be legal entity name)'
Signature'
Printed First and Last Name*
Printed Title'
Signature Date'
Optional 2nd Gustomer signature or Outsourcer signatune (if applicable) " indicates required field
' indicates required tield
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 lo 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 2'10
Reno, Nevada 8951'1-1 137
USA
Name of Entity (must be legal entity name).

Signature'
Printed First and Last Name.

Printed Tifler
Signature Date'
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,[4Ll(ENG)(Oct201 2) Page 2 of 3 Microsoft Affiliate
Customer
Outsourcer
Prepared By: Name of Preparer
Email of Preparer
ProgramSignFom(MSSign)(NA LatAm)ExBRA,MLI(ENG)(Oct201 2) Page 3 of 3 !i tvticrosoft Volume Licensing
Select Plus License Program Agreement State and Local
Contents

1. 2.

3. 4.

5. 6.

7. 8.

9. 10.

11. 12.

13. 14.

15. 14.

17. 18.

Defin itions..,....,... 1
3 3
3 4
5 6
6 7
8 9
9 How the Select Plus License program works..............

How to establish pice
License grant- what Registered Affiliates are licensed to run.......................

How to know what Product Use Rights
How to order Product Licenses
Making copies of Products and re-imaging rights.

Transfering and reassigning Licenses...........-........- How to renew an
Restrictions on use
Warranties 10
Defense of infringement, misappropriation, and third party ciaims................ 11 Verifying compliance. 13
Non-Mic rosoft Software or Tech nology. 14
Miscellaneous..,. ..........14
Terms and Conditions

1. Definitions.
ln 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 wilh Customeri
(ii) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or olher similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state .iurisdiction and geographic boundaries, and
SelectPlus20l 2AsrGov(US)SLG(ENGXOct20l 2) Page 1 of 16 Document )O0-04874
Confidentiality.

This Microsoft Select Plus Agreement is entered into between the entities identilied 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 lhis 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 Affiliale registration enlered into under this agreement, and (5) any Order submitted under this agreemenl.

The parties agree to be bound by the terms of this agreement. (iii) any other entity in Customer's state expressly authorized by the laws of Customer's state to purchase under slate contracts; provided lhat 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 respecl 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 thal has entered into this agreement and its Affiliates; "Customer Oata'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 flxes, modifications or enhancements or their derivatives that Microsoft releases generally (such as Commercial Product service packs);
"License" means Registered Afilliate'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 Cuslomer's registration;
"Order" means the document Customer or Customer's Affiliate submits under this agreement to acquire Licenses or Servicest
"Online Services" means the Microsoft-hosted services identified in the Online Services section of the Product List.
"Product" means all soflware, 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 identities the Products lhat are or may be made available under the program (which availability may vary by region) and any ProducGspecific conditions or limitations on lhe 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. m icrosoft.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 i/icrosoft 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.

SelectPlus20l 2Agrcov(US)SLG(ENGXOct201 2) Page 2 of 16 Document X20-04874

2. How the Select PIus 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 Afflliate (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 Afflliate'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 levet 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 (Applicaiions, 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 Cuslomer's price level forthe pool oflhe Product ordercd. Throughout this agreement the term "pice" refers to reference pice.

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 currenl or later versions of a Product licensed under this agreement could be affected by minimum system requirements or olher factors (e.9., 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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'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. c. When Licenses become perpetual.
(i) License only. Regisiered 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 paymenl. Thereafler, 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 AfJiliate has paid all installments of the price for such coverage and the Order or renewal term during which such Producl 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 perpelual 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-Perpotual Licenses. Some Products may be licensed on a fixed term or subscription basis. The right to Use Products licensed on a subscription basis terminates upon expiration of the subscription agreement if it is not renewed.
f. License confirmation. This agreement, the applicable Order, the Registered Affiliate's Order confirmation, and any documentation evidencing transfers of Licenses, together with proof of payment, will be the Registered Affiliate's evidence of all Licenses obtained under its Order as described in this agreement.
g. Prior version rights. A Registered Affiliate may run prior versions of any Product it Licenses under this agreement. A Registered Affiliate may run different language versions of any Product it Licenses under this agreement, provided that the License, L&SA, or Software Assurance for that different language version is available at the same, or lower price, than the price paid for the language version ordered of the same Product and License type.

How to know what Product Use Rights apply.
a. Product Use Rights. lvlicrosofl publishes Product Use Rights for each version of each Product. The latest version of the Product Use Rights is available at htto://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-cunenl versions of each Product, regardless of the date of the Order. For future versions, the Product Use Rights in effecl when those future versions are first released will apply. ln both cases, subsequent changes made by Microsoft to the Product Use Rights for a particular version will not apply to Registered Affiliates' use of that version.
(ii) Product Use Rights for earlier versions (downgrade). lf a Registered Affiliate runs an earlier version of a Product than the version that was current on the agreement effective

Document X20-04874
5 SelectPlus20l 2AgrGov(US)SLG(ENGXOcl2012)
6 How to order Product Lrcenses.
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.

Ldicrosoft may change the Products and subscription services available under this program. b. When is the Registered Affiliate eligible to orderjust 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 lor which the Registered Affiliate has previously obtained perpetual Licenses through Upgrade Advantage, Software Assurance, or any similar upgrade protection, so long as the Order for Software Assurance under this Agreement becomes effective no later than one day following the expiration of that upgrade protection, and (2) Registered Affiliate submits an order for another term of Software Assurance for those Licenses prior to or at the expiration of the previous term.
(ii) During the term of the Agreement (including any renewal term), a Registered Affiliate may be eligible to order Software Assurance for copies of certain Products licensed through retail sources or from an original equipment manufacturer ('OEM"), provided that the Registered Affiliate places its Order within the required time frame. The Product List at http://www.m icrosoft.com/licensino/contracts identifies those Products that may be enrolled in Software Assurance and the applicable time frame for placing an Order. (iii) A Registered Affiliate may also order Software Assurance in any other circumstances expressly permitted in the Product List.
(iv) A Registered Affiliate may renew Software Assurance ordered under this Agreement at the time it renews its Order as described in the section titled "How to renew an Order." c. How to confirm Orders. lnformation about Orders, including an electronic conllrmation of each Order, will be provided in a password-protected site on the World Wide Web at https://www.m icrosoft.com/llcensinq/servicecenter/ or a successor site that will be identified.

Upon Microsoft's acceptance of this agreement, Registered Affiliate's contact identified for this purpose will be provided access to this site.
d. lnvoices 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. ln such cases, l,ilicrosofl 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 amounls 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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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. ln 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.

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

Making copies of Products and re-imaging rights.
a. General. The Registered Affiliate may make as many copies of the Products as it needs to distribute them within its organization. Copies must be true and complete (including copyright and trademark notices), from master copies obtained from a Microsoft approved fulfillment source. The Registered Afflliate may use a third party to make these copies, but the Registered Afflliate 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 transfened 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 io 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." ln certain cases, re-imaging is permitted using the volume licensing program Product media. lf 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 Ploduct permifted remains lhe same. (iii) Except for copies of an operating system and copies of Products licensed under another Microsofl program, the Product type (e.9., upgrade or full License) must be identical to the Product type from the separate source.
(iv) Any Product-specific requirements for re-imaging identified in the Product List. (v) Re-images made under this subsection remain subject to the terms and use rights provided with the License from the separate source. This subsection does not create or extend any warranty or support obligation.

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

Transferring Licenses to third parties. You may transfer fully-paid perpetual Licenses:
(i) if you are an agency of a state or local government to: (a) any other government agency, department, instrumentality, division, unit or other office of your state or local government that is supervised by or is part of you, or which supervises you or of which you are a part, or which is under common supervision with you; (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 SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct201 2) Page 6 of 16 Document )(20-04874
e
7 I
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 unafllliated third party in connection with a privatization of an afflliate 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/licensino/contracts and send the completed form to Microsofl 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. lnternal 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{erm 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 Regislered Affiliate may internally reassign Software Assurance coverage on desktop operating systems upgrades from the original computer to a replacement computer internally, as long as ('l) 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 lerminate 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. lf Microsoft gives such notice to a Registered Affiliate, lvlicrosofl will give Customer a copy of that notice as well and Customer agrees to assist in attempting to resolve the problem. lf the problem also affects other Affiliate registrations and cannot be resolved between Customer and Microsoft within a reasonable period of time, i/icrosoft may also terminate this agreement and all olher Affiliate registrations under it, unless the basis for termination of the registration is non-appropriation of funds to the registered affiliate, in which evenl Microsoft may only terminate the affected registration(s). lf a Registered Affiliate ceases to be an SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct201 2) Page 7 of 16 Document )(2S04874
Affiliate of Customer, Customer must promptly notify Microsoft of this fact, and Microsoft may terminate the divested Registered Atfiliate's registration. e. Affiliate termination. lf (1) a Registered Affiliate terminates its registration as a result of a breach by Microsoft, or (2) if Microsoft terminates Registered Atfiliate's registration because it has ceased to be an Affiliate of Customer, or (3) Registered Affiliate ierminales a regislration for non-appropriation of funds, or (4) Microsoft terminates a registration for non-payment due to non-appropriation of funds,, then the Registered Afflliate 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 Afliliate will have perpetual Licenses for all copies of the Products il has ordered, or (ii) lt may pay only amounls 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 lhat 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 agreemenl ends for all Software Assurance for which payment has not been made in full.

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 Afflliate 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. lf 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. lf 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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10. 11. Resfricfions 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 diflerent 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 canying out this agreement; and (2) have been instructed that all such informalion 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 lnformation 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 lnformation 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. ln all inslances under this Agreement, Microsoft's handling of Customer Data shall be governed as described under various other provisions of lhis Agreement and by Microsoft's data security policy. a. What is included. "Confidential lnformation" 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. lt includes non-public informalion 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 lnformation. lnformation that:
(i) is, or becomes, publicly available without a breach of this agreement; (ii) was lawfully known to the receiver of the information wilhout an obligation to keep it confidential;
(iii) is received from anolher 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 servrces.

Treatment of Confidential lnformation.
(i) ln general. Subject to the other terms of lhis agreement, each party agrees:
1) it will not disclose the other's Confidential lnformation to third parties; and 2) it will use and disclose the other's Confidential lnformation only for purposes of the parties' business relationship with each other.
c
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(ii) Security precautions. Subject to the other terms of this agreemenl, each party agrees:
1) to take reasonable steps to protect the other's Confidential lnformation - these steps must be at least as protective as those the party takes to protect its own Confidential lnformation;
2) to notify the other promptly upon discovery of any unaulhorized use or disclosure of Confidential Information; and
3) to cooperate with the other to help regain control of the Confidential lnformation and prevent further unauthorized use or disclosure of it.
(iii) Sharing Confidential lnformation with Affiliates and r€presentatives. 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 lnformation to other of that party's Representatives) only if those Representatives have a need lo 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 Confldential lnformation on terms consistent with this agreement; and B. accept responsibility for each Representative's use of Confidential lnformation. 3) Neither party is required to restrict work assignments of Representatives who have had access to Conlidential lnformation. 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 olher 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 lnformation if required to by law. Each party may disclose the other's Confidential lnformation if required to comply with a court order or other governmenl 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 proteclive order. d. Length of Confidential lnformation obligations. Except as permitted above, neither party will use or disclose the other's Confidential lnformation 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.

Document X20-04874

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 documenlation; and
b. Limited warranty term. The limited warranty for:
(i) Online Services is for the duration of Customer's use of lhe Online Service, subject to the notice requirements in the applicable Service Level Agreement; SelectPlus20l2AgrGov(US)SLG(ENG)(Octz01 2)
(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 agreemenl or the Product Use Rights, or resulling from events beyond Microsoft's reasonable control;
(iii) the limited warranty does not apply lo 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 syslem requirements.
d. Remedies for breach of limited warranty. lf Microsofl fails to meet any of the above limited warranties and Customer notifies Microsoft within the warranty lerm, 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 QUALIry, T[LE, OR NONINFRINGEMENT. THESE DISCLAIMERS wlLL 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 unafflliated 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 unlaMul use of its Trade Secret. Microsoft will also pay lhe 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 Affiliale's combination of the Product or Fix with a non-iricrosoft product, data or business process; or damages based on the use of a non-Microsoft product, data or business process: i
(iii) Enrolled Atfiliate's use of either N4icrosoft Trademarks or the use or redistribution of a Product or Fix in violation of lhis agreement or any agreement incorporating ils terms or; SelectPlus20l 2AgrGov(US)SLG(ENGXOct2012) Page 11 of 16 Document )O0-04874
(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 lhe 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. lf 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-infiinging and notify Enrolled Affiliate to discontinue use of the prior version, which Enrolled Affiliate must do immediately. lf 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. ln 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 amounl Enrolled Afflliate has paid in advance for unused Online Services).
(ii) Customer Data or use of non-Microsoft software with Online Services. lf an unafflliated third party asserts that Customer Data or non-Microsoft software or technology used by Enrolled Affiliate the Online Services violates their intellectual property rights, [/icrosoft may ask Customer to remove the allegedly infringing item. lf Enrolled Affiliate fails to do so within a reasonable period of time, Microsoft may suspend or terminate the Online Service to which the Customer Dala or non-N,licrosoft 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 asslstance 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. ln the case of Products provided free of charge, or code that Customer is authorized to redistribute to third parties without separate payment to Microsoft, Microsofl's liability is limited to U.S.

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$5,000. These limitations apply regardless of whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, or any other legal theory. However, these monetary limitations will not apply to:
(i) Microsoft's and Customer's obligations under the section titled "Defense of infringement, misappropriation, and third party claims',
(ii) liability for damages caused by either party's gross negligence or willful misconduct, or that of its employees or its agents, and awarded by a court of final adjudication (provided that, in jurisdictions that do not recognize a legal distinction between 'gross negligence" and 'negligence," "gross negligence" as used in lhis 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 Cuslomer 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 m isrepresentation; 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, wlLL 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 WTH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILIry 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

CONFIDENTIALIW OBLIGATIONS (EXCEPT TO THE EXTENT THAT SUCH VIOLATION

RELATES TO CUSTOMER DATA), THE OTHER PARW'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. Verifyingcompliance.
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, al Microsoft's expense. b. Verification process and limitations. Microsoft will provide customer at least 30 days' notice of its intent to verify compliance. l\4icrosoft will engage an independent auditor, which will be subject to a conlidentiality 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. lf verification or self-audit reveals any unlicensed use, Customer must within 30 days order sufficienl licenses to cover its use. lf there is no SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct201 2) Page 13 of 16 Document X20-04874

17. unlicensed use, Microsofl 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.

N on- Mic rosoft S oftware or Tec h nology.
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-l\4icrosofl 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 lvlicrosoft.
b. lf Registered Affiliate installs or uses any non-Microsoft software or technology with the Products or Fixes, it directs and conlrols the installation in and use of such software or technology in the Products or Fixes, through its actions (e.9., through Registered Affiliate's use of application programming interfaces and olher technical means that are part of the Online Services). Microsoft will not run or make any copies of such non-Microsoft soflware or technology outside of its relationship with Registered Affiliate. c. lf Registered Affiliate installs or uses any non-Microsoft soflware 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, authorizalions, and requests in connection with this agreement must be sent by regular or overnighl mail, express courier, or fax to the addresses and numbers listed in this agreemenl. Notices will be treated as delivered on the date shown on the return recei or on the courier or fax confirmation of delivery 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. lf either party assigns this agreement, it must notify the other party of the assignmenl 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. lf 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.

SelectPlus20l 2AgrGov(US)SLG(ENGXOct201 2) Page 14 of '16 Document X20-04874
Microsoft Corporation
Legal and Corporate Affairs
Volume Licensing Group
One Microsoft Way
Redmond, WA 98052
USA
Via Facsimile:(425) 936-7329
Copies should be sent to:
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. ln 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 lermination or expiralion 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. Microsofl reserves all rights not specifically granted. The Products are protected by copyright and other intellectual property rights laws and intemational treaties, k. Free Products. lt 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 notiflcation 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 seNices 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 lvlicrosoft 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 Productspecific 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 SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct201 2) Page 15 of '16 Document )(2G04874
o
regarding the collection, use, and relention 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.

Natural disasters. ln the event of a "natural disaster", Microsoft may provide additional assislance or rights by posting on m 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 lhis 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 lntemational Traffic in Arms Regulation requiremenls as well as all end-user, end-use, and destination reslrictions issued by the U.S. and other governments applicable to this agreement. For additional information. see http://www. m icrosoft.com/exportinq
SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct201 2) Page 16 of 16 Document )(20'04874
MSE#:

Micrdsoft Licensing, GP Document Summary Form
* This is for informational purposes only *
3-0000003183189
Signature Form
(MSLI
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Do not modify the formafting or spacing of this Form above this text Account Manaqer Name / Alias:

United States
Subsidiarv:

Country:

LAR/LAD/ESA:

Dell Inc.
ilililil11 iltilil
(MSLI S6anninq Code)
ACCOUNT: County of Riverside
Outsourcer Name:

Business Agreement Number:

Master Agreement Numb€r ,756479
Agreement Numbe( 7 657738
Purchase order Number:
4 comments:
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For the purposes of this form, "Custome/'can mean the signing entity, Enrolled Atfiliale, Govemment Partner, lnstjtution, or other party entering into a volume licensing program agreemenl.

This sagnature form and all contract documents identified in the table below are entered into beween the Customer and the Microsoft Affiliate signing, as of the effectivs date identified betow, By signing below, Customer and the Microsoft Affiliate agree that both pa(ies ('l) 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. * indicates required field
Select Plus Agreement x20-o4874
<Choose Agreement> Document Number or Code
<Choose Agreement> Document Number oi Code
<Choose Agreement> Document Nuhber or Code
<Choose Agreement> Document Number or Code
Select Plus Affiliate Registration Form x20449?1
<Choose EnroumenURegistration> Document Number or Code
<Choose EnrollmenURegistration> Document Number or Code <Choose EnrollmenURegistration> Document NumEer or Code <Choose EnrollmenURegistration> D6cument Number or Code qgqument Description Document Number or Code
Document Description Document Number or Code
Document Oescription Document Number or Code
Doc-ument Oescription Document Number or Code
Document. Description Document Number or Cods
Contract Document Number or Code
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Signature
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(may bo difbrent than Microsot3 shnature date) l,lvr
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" indicates required field
lf customer requires physical media, addi$onal contacts, or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature iorm Aft€r this signature form is signed by the Customer, send it and the Contract Oocuments to Custome/s cnannet painer or Microsot iccouni manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy' Mlcrosolt ucensing, GP
Dept. 551, Volume Licensing
6100 Neil Road, SuiG 210
Reno, Nevada 89511-1137
USA
ProgramslgnFolm(MSSign)(NA,LatAm)ExBRA,MLI(ENGXOd2o12) Pago 2 ol 3 Name of Entlty (must bo logal entlty nam6)*
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IIBA/MBSAnumber Rlvco-8084445-MAMD2
8084445
Nole; Enlel the appllcabla acllve numbers associsled wilh lhe documonts below. Microsofl requlres th6 associalod aclive nunber be indicaled here, or lisled below as new, For the puDoses of thls ,orm, "Customer' can mean the slgnlng entlty, Enrolled Afllllate, Government Parlner, lnstitulion, or olher parly en!€ring lnto a volume licensing program agreemenl.

Thls signature form snd all contract documents identllied ln (he lable below are snlared inlo between lhe Cu$tomer and lhe Microsofl Afrillate slgning, as of lhe effecllve dat€ ldentiflod below.

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NamE of Entity,(Orst bs lg$At entlty name)' Counly of Rlverslde srsn.ltur"'ry'&d@
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Corporation
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Signaturo Date
(dsle MlcrosoltAfiillate countorslgns)
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L Cuslomer requlres addllional cpnlacls or ls reportlng mulllplo prsvlous Enrollmenls, include the appropriale form(s) with thls slgnature form.

After lhls slgnature torm ls slgned by lhe Cuslomsr, send il and lhe conlracl Documsnts to CustomBr's channel partner or Mlcrosoft account manager, who must submil lhem lo lhe followlng address. When lhe signalure Form ls lully executed by Microsoft, Customsl wlll rocelve a conlirmalion copy.

Mlcrosoft Coryorallon
Depl, 551, Volume Lic€hsing
6100 NellRoad, Sulte 210
Reno, Nevada 8951 1-1 137
USA
Name of Entity (must be legal entlty nams)'
Slgnature'
Printed First and Last Name'
Printed Tltle
Slgnature Date'
ProqramSignForm(MSSign)(NA, LatAm)ExBRA(ENG)(Oct201 9) Page 2 ol2 Documenl X20-12845
Microsoft Affiliat6
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Thls amendment ('Amendment") ls entored lnto between lhe parlies idBnlilled on ths attached program slgnalure form. lt amends the Enrollment or Agreement ldenliliad above. All terms used but not derined in lhis Amendment will have lhe same meanlnos provided in that Enaollmenl or Agreement.

Microsoft Services Amendment to the Enterprise Enrollment Federal, State and Local Government & Public Educational lnstilutions Enroll€d Afliliato ls ordering Professlonal S€rvlcss dsscrlbsd ln the atlached Statement ol Servlces (S0S) ln connecllon wilh tho Products licBnsed by Enrolled Affiliate und€r lhe Enrollmenl. The parlles agree that lh€ Enrollment ls amended to add the following lerms that shall apply lo lhe services described ln lhe SOS.

Terms and Condltlons

1. Doflnltlons, All terms deflned ln lho Agr€ement and the Enrollmont shall spply to thls Amendment unless otherwlse stalod, Addltional terms aro dolined as lollows:
'Customol,' means lhe legal €nlity that has enter€d lnto lhe Agre€msnt; "Cuslomsr oata" m€Ens all data, including Ell text, sound, software, imago or vldeo file3 that are provided to Mlcrosoft by, or on b6halfof, Cuslomer and lts Arlillatss ln connecllon wilh Professional Servicos:
'day' means a calendar day, except references that spedry "busin€ss dsy':
"Flx" or'Flxes"me8ns Product tix6s, modificallons, onhadcemenls, or thelrda valivffi,lhat Microsofteilher reloases gsnerally (such as Product servlce packs) orlhal Mlqosoft provldes to Custom€rwhen psrformlng Professlonal Servlcas to addre8s a specllic lssue (includlng, but nol llmlted to, workarorods, patches, bug lixge, bete ,ixos €nd betE bullds)i
"Mlcrcsofl" means lhe fullcrosotl Affiliate thal has entered lnto the Agreemenl and its Affiliates, as appropriate;
'Pre-Exlsllng Work" means any comput€rcodo or malorlals dev€loped orotheNlse oblalned lnd€pendently oflhe efforts ofa parly undsr a Slatemenl of Ssrvlces;
"Professlonal Ssrvlces" m€ans all Product support services and Mlcrosoft consultlng servlces or advice provided to Cuslomor under lhis Amendmenl. "Prolesslonal Seryices" does nol Include Onllne Services;
'Servlce Dellveralrlo8" means any computer code or mal€rials, olher lhan Producls or Fixes, lhal Microsoff leaves with Customer at the conclusion of Mlcrosofl's perlormsncs ofthe Professional Servicesi "Slatomont ofSorvlcos" moans any work orders, seNlces descriptions, or olher doscription of Prof€ssional Services lhat incorporates this Am€ndmenl:

AmendmenLqpp v4.0 CTI\',FWI(,CTC.AGR BD
Pag€ 1 or8
"Trado secret' m6sns information that is not generally known or readily ascerlainable to the public, has economlc value as a rosult, and has been subjecl to rea8onable st6ps under the clrcumslanc63 to mainlain Its secrecy;
"uaE" or "run" means to copy, lnstall. use, access, dlsplay, run or olheNlse lnteractwllh; 'Volumo Llqenslng Slte" meens ltup:/tryul0lelojglllq!!4iaqEl|I&9llGqs or a succsssor site ?, Seryrces. The precise scope ol lhe Prolessional Services will be sp€cilled in a Statement of Services.

Customer or any of Cuslomer's Afllliat€s may enter into Slat€ments of Services under lhis Amendment wlth Mlcrosoft's local Alfillates. Mlcro8oft'8 ablllly lo dellver lh€ Profssslonal Sorvico8 depends upon Customer's fulland lim€ly cooperalion, as wellas the accuracy and completeness ofany inlormation Custom6r providesThls Agreement does not obligale eith€r party or its Amllates lo ent€r into any Stelements ot S€rylces. 3, Use, ownership, tlghls and reat ctlons
P/odrcrs. Unless otherwise speclfied in the Enrollmsnl, use of any Product ls governed by the use Righl6 sp€cltic to each Producl End vbrslon and by the l€tms of lhe spplicabl6 llc€nse agreement. b. Frxes and servlces Dellvercblos.

I FIx€8, Each Flx lB llcenssd under the same terms as the Product lo whlch lt applies. lf lh€ Fix is not providgd for a sp€dllc Producl, any use l€rms Mlcrosott provldes wilh the Fix will apply. It no use terms are provlded, Cuslomer shall have I non.€xcluslve, psrpslual, fully pald-up liQense t0 use end reproduce lhe Flx solely for lts Internal buslnoss purposes. custom€r may not modlly, changs lhe lilo name or comblne any Flx 'ivlth any non-Micro8ofl computer code, except as expressly permltted in the Agl6ement.

Pre-Exlstlng Work, All rights in Pre-Existing Worl( will remain the sole property of lhe party providing th6 Pre-Edstlng Woft. Each party may use, r€produco and modify ihe oh€r parly's Pre-Exlstlng Work only as needed to perlorm obliga ons related to Professional seNicas.
a
lll, sarvlces Dellverables. Upon paym€nt In tull, Mlc'rosoft granls Customer a non-oxqlusive, non-lransfe€ble, perpelual license to reproduce, use and modify the Services Dellverables solely for Customor's lnlernal buslness purposes, subjsct to tho torms and condltions In this Amendment.
lv, Afllliales' rlghls. Customer may only sublicense its rights in Soryices Deliverables and Sample Code granted hereunder to its Atliliales, but Customeis Affiliates may nol subllcense thes6 rlghls. Cuslomer ls responslble for ensu ng lts Alfiliates' compliance with thls Amendment.

Non.Mictosoft softwdrc and leclnolggy, Customor is solely r6sponslblo for any non-Microsofr soltware or technology that Customer lnstalls or uses wlth the Products, FIx€s or Seryicos DellverEblos, Customer may not lnslall or use non-Microsoft softwar€ or tochnology ln any ! ,ay that would subject Microsoft's intelleclual property or t€chnology to obllgations bByond lhos€ included in lhis Amendment.
d. Sampla Code. Upon paym€nt in full, Microsoft grants Cuslomer I non-exclusivo, perpetual, nontransferable license to use and modlfy any Software code provided by Mlcrosoft for lhe purposes of lllustratlon ("samplo Cods") and to reproduce and distrjbut€ the objecl code form of th€ Sample code for custome/s internal business purpases only and not to any unatflllatBd lhhd party.

Restrlcllons on use. Customer musl not (and ls not licensed to) (1) reverse €ngineer, de-complle ordisassembl6 any Producl, Flx or Servico Doliverable; (2) install or use non-Microsoll software or technology in any way that would subJoct Mlcrosoft's lntollectual propsrty ortochnology to any other license terms; or (3) work around any technical limllallons in a Producl, Fix or SeNlces Dellverable or reslrictlons in Product documentalion. Except as expressly p€rmlttod ln lhis Amendment or I Slatemenl of Services, Customer must not dislribul€, sublicense, renl, lease or lend any Product, Flx or Service Dellverable, ln whole or ln part, or u6e them to offel hosting servlces to a lhlrd party.

Amendmen[qpp v4.0 CTM.FWl(,CTC-AGR
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f. Reseryatior of Rigtls. Producls, Fixes, and Sorvlc€ Oellverabl€s ar€ prolected by copyrighl and other intellectual property rlghls laws and lnternationsl trBatles. Mlcro6oft reservos all dghls not exprossly granted ln thls Agreement. No rlghts wlll be granted or implied by waiver or estoppel, g, Suppodahlllty of Ptoducls, Supporl for Producls ls EvEllabls under the t€rms of a licsnsing agr€emenl, a separato Slatement of Services or under lhe lerms set lorlh al hl(0i,//suDt)orl. rrlorosoll -con or a succ,€ssor slte,

4. Contldentlallly, Subject to the requirem8nts o[Cuslomer's public records and lrade secr€l laws (if any):
"Conlldenllal lnformallon' ls non-publlc lnformallon thal 16 de6lgnated "conlidenlial' or that a reasonable person should understand is confidenllal, and the terms ofthls Amendment, lt lncludes, but ls not limited to, non-public informatlon regarding eilh8r party's producls, fealures, mark€ting and promollons, and the nogollated terms of any Statement of Services.
conlidentjal lnlormation does not lnclude Information lh6t (a) becomes publlcly avallabl6 without a bresch ot thls Amendment, (b) the recsiving parly recelved lawlully from anolher source without a confldenllality obligalion, (c) is lndependenlly developed, or (d) is a comment or suggesllon voluhteered about the other party's buslness, producl6 or servlces.

Each parly will take reasonable sleps lo prot€cl thg oth6r's conlidonliql lnlormallon and wlll use lhe olher party's Conlidenlial ln[ormalion only for purposes of lhe partios' buslness relallonshlp, Neither party will disclose that Conlidenlial lnlormallon lo thlrd parties, except to lts employ€es, Affllal6s, contractors, advlsors, and consultanls (colleclivoly "Representatives") and thononly od a n€€d-lo-kno!,vbasls, under non-disclosure obllgalions at least as proteclive as this Agreement. Each party remalns resporulble for the use of lhe Conlldential lnformation by lls Represenletiv€s and, in the event of discovery of any unauthorized use or disclosur€, must promptly nolify lhe olher party.

A party may disclose the olher parly's Confidenllal lnformation if required by lawi butonly atler ll notifies lhe other party (lf legally permlssible) to €nable the other party to s6ek a protGcllve order.

Nailh€r party ls requked to r$tdct wofi a$ignments oF its r€presentatives who have had access to Confldenlial lnformalion. Each party agr€€s lhat use of lnformatlon ln replesenlatives' unalded memorles in the developmenl or deployment ot lh€ partlss' respectlvo products orEerylces dos6 not cr€ate liabllity under lhis Amendment orTradB Secrot law, and each party agrees to llmit what it discloses to the olher accordingly.

The6e obllgatlons apply for a period of five years aller thd confidenlial inlormation ls received.

6. compllance wllh appllcdble laws, prlvacy and Eecurlly, a, Customer consents to lhe procossing of personal inlolmalion by Mlcrosott and lls agenls to facililate th6 subjoct matter of lhls Amendment. Customer \,yill obtaln all r€qulred consents lrom lhlrd parllos (including Customer(s contacts, resell€rs, dielribulors, adminlstrators, and employees) lndor appllcsble privacy and data proteclion law befor€ providing personal lnlormatlon to Microsofl.

U.S. Export. lvllcrosott Products, Flx6s and S€rvices DslivorsbleE ar€ subieat to U.S. exporl jurisdiction. Cuslomer must comply wllh all appllcable lnternational and national laws, lncluding the U.s. Export Admlnislrallon Regulatlons, lhe lnternallonal Tratlic ln Arms Regulallons, and end"user, end use and destlnallon restrictions by U,s. and olher govornmenls r€lated to Mlcrosoft Products, services, and lechnoloqles.
6, Warranlles.
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b. Personal lnformauon collecled through Professlonal Sorvlcos (l) may bo lranshrred, stored and procegsed ln lhs United Slat€s or 8fly olher country ln whlch Mlcrosolt or lls contractors mainlain facilities and (ii) wlll be subject to th€ privacy terms speclfied in the Use Rights. Microsott will ablde by lhe requlrements of European Economlc Area and Swiss data prolection law regardlng the collection, u9e, lrsnsfer, retenlion and processing of personal dala lrom the European Economic Area and Switzerland.

Llmlted wa antlos and rcmedles - Prcfesslora, servrtes, Microsofl warrants that lt will perlorm Professional Services with prolessional car€ and sklll. lf Mlcrosoft fails lo do so, and Customer nolifies Microsofl wllhirr 90 days of lhe date lhe Prolessional S€rulces were performed, lhen Mlcrosoft wlll, at lls dlscrollon, ellher re-perform the Professional Servlces or return th€ prico pald for lhem. These romedies sre customer's sole temedies lor braach of warrantles ln lhls seclion.

Custom€r waivos any breach o[warranty clalms not mad€ during lhe warranty period. b, Excluslons, The warrgnlioE ln lhls seolion do not cover problemE cals€d by accldenl, abuse or use ln a manner lnconsistent with lhis Amendment, lncluding fallure lo moet mlnimum system r€quir€m€nts. These warrantles do not apply to fr€e, trial, pre-relBas€ or bela Products or to componenls ol Producls that Cuslomer is permitted to redistribule. DISCLAIMER. Excspt lor tho llmll€d warrantles above, Mlcrosoft provldeE no othsrwarranlloE or condltlonE arld dlsclalms any other exproes, lmpllEd or slatulory warrantlos, lncludlng warranlles ol quallty, merchantablllty, ,ltnssE lor a partlcular purpose, title and non-inlrlngement,

7. Detensg ol thlrd-party clalms,
To the extent not ptohibited by applicabls law, the partl€s wllldelend each olhoragalnst the third'party claims described ln lhls s€cllon and wlll pay tha amounl of any resulling adverse llnal judgment or approved seltlement, butonly lfthedefendlng party b promptly notified ln wrillng oflheclalm and ha6 ths rlghtto control the defense and any s€ttlemenl ol it (subject to (subject to 28 U-S.C. S 516 Is Customer is a Federal Governm€nt agency). The party belng delended must provld€ lhe dofendlhd pBrty with all requostod asslslance, lnformallon and aulhorlty, Th6 delending pa y will reimburse lhe other pady for reasonable oulof-pocket expenses it lncurs ln provjding asslstance, This section descflbes the padles' sole remedies and enllre liability for 6uch clalms.

By Mlcrosott. Microsoll wlll defend Customer against any lhird-party cleim io the oxtent lt alleges that any Fix or Servic€s Deliverable made available by Mlcrosofl for a loe and used wlthlnlhe scope of Section 3 of lhis Amendment (unmodilied lrom the form provlded by Mlcrosoft and nol combined with anylhing else) misappropriates a bade secret or dhectly intringes a patent, copyrlghl, or trademark or olher proprlolary rlght of a third party. lf Nllcro6oft ls unable to r€solve a clalm of lnlringement under commercially roasonable lorms, lt may, al 116 optlon, elther (1) modiFy or roplac€ th€ Flx or Servlcos Deliverable wllh a functlonal equlvalont or (2) lerminate customeis liconso aM r€fund any le€s pald for such Flx(es) and Servlces Delivorable(s), Microsoft will not be llablo for any alalms or damages duo to Customeas continued use of a Ploduct, Flx or SeNices Deliverable after belng notifi€d to stop dus lo I third.party cl8im. b. By Cuslomor. To lhe exlenl p€mitted by applicablo law, Customor wlll defend Microsoft agsinst gny third-party claim lo the 6xtent lt alleges lhat Customeis use of any Fix or Seryices Doliv6rabl6 alone or ln comblnallonwith anything else, violates the law ordamages a lhlrd parly. c. Notwilhstanding lhe foregolng, Mlcrosofl's rlghts sel lorlh in lhis section (end the rights of the third party clalmlng h,rlngomonl) shall be governed by tho provislons of 28 U.S.C, S 1498, lf Cuslomer ls a Federal Gov6rnmenl agency.

B. Llmltatlons ot llab lty.

Each parly's maximum, aggregale llability to the other is limited to direct damages finally awarded in an amount nol to exceed lhe amounts Customer was required to pay for the appllcable Stalemenl of SeNices, subject lo lhe followlng.
a. Ftee Prot€sslonal Sorvlcos and Dlstributablo code. For Professional Services provid€d free of charge and code lhat Customer is authorized to rediskibule to lhird partles wilhoul a separale paymenl to Mlcrosofl, Mlclosofl's llablllty is limitod to direct damages finally awarded up lo us$5000,
b, Excluslons. ln no event will olther party bo liable for any lndlrect, lncldenlal, special, punilivs, or consgquentlal damages, or for loss of use, Ioss ol buslnoss information, loss of revenue, or inlsrr ptlon of bu6lnoss, however caussd or on any thsory of llability. c. Exceptlons. No limllalion or excluslons wlll apply to liability arislng out of ellher party's (1) contidEnlialily obligations (€xcept forall llablllly related to Customer Data, whlch wlll remain subject

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to lhe limitations and exclusions above): (2) defsnse obligalions; or (3) violalion of thB other parly's inlellectual properly righls.
g, Term and termlnatlor. Thl3 Amendmenl yyill remain in effect until terminated.

Elther party may terminate lhis Amendment al any time wilhout cause by giving the other pady at least 60 calendar days prior wrltt€n notic€. Termlnating lhis Am€ndm€nt lvlll not affect any exlsting Statement6 ol SeNlces but will termlnat€ the abillly ot the padlos lo enter inlo subGequent Slatemenls of Servlcos.

Customer may lermlnals a Slalement of Sgrvices upon 30 days' nolice. Either party tq the Statemont of Services may terminate it if lhe other party is in mats al broach or default of any obligation that is not cur€d \,vlthln 30 cal8ndar days' nollce of such broach, Mlcrdsoft may lerminale a Slalemont ol Servlces if Customer fails to pay any invoice lhat ls more than 60 days outstanding, Cuslomer agrees lo pay all l€es lor Prol€ssional SBrvices performed and expenses incurred prior to lermlnation and any additional amounts that may bo specified in a Stalemenl of S€rvices. Upon Mlcrosofl's r€ceipl of paymenl for lhe Prolesslonal Sqrvlces, Cuslome/s lnleresls in lhe services Dellverables lyill vesl. 10, Mlscollenoous
Nolrces. Nollces must be sent to lhe addr€ss on lhe slgnature pag6 of lhls Amqndment or on an appllcabl€ Statemenl ol Services, All noliaes, aulhdrizallong, and requests given or mFde ln conn€ction wlth lhis Amsndmenl murl be ln wriling and will be treated as delivsred on ths dale shown on the return receipt or on lhe courier or fax confinrallon of dellvery. Mlcro3on may provide lnformation lo Customer aboul upcomlng orderlng d€adlinBE, servlces and subscriptlon lnformation In elecfonlc form, including by amall to contacls prgvided by the Customer, Emails wlll be kealed Es deliv€red on lh€ lrammlsslon date.
h. lnswanco whlle potomlng Professlonal sorvlces on Customot's pramrses. Mlcrosolt will maintaln lndustry-approprlate ineurance coverage al all times when performlng Professional Servic€s on Customer's premlses under lhis Amendment via comm€rcial lnsuranco, s€lf-insuranco, or any other similar risk financing altornative. Microsolt wlll provide Customer with evldonce of coverage on requesl.

L Amendments. Any moditication to this Amendment must be executed by bolh parties, except lhat Mlcrosofl m6y chango lhe Product Tsms and Use Rlghts ln accordance wlth tho t€rms of lhe Agreement. Any additional or conflicling terms and condillons conlained ln Cuslomer's purchase order are expressly rejecled and will not apply.
l. No transler ol owrersrrrp. Mlcrosolt does not lransler ownership rlghts ln any Product. Tho Producls are protected by c,opyright and other intellectual property rights, lav{s and inlernational lrealles.
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b. Appllcable law; dlapute re0olullon. This Amondment together wlth the applicable Statemenl of Servlces will be governed by the bws set fonh ln lhe Agreement. c. Sevorahlllty, lf any provlsion of thls Amsndment ls h6ld lo be unenforceable, lh6 balance of the Amendment wlll remaln ln full force and elfecl.
d, Walver, Failure to enforce any paovision ofthls Ament ment wlll nol conslltuto a wElver. Any waiver must be msde in writing and signed by an aulhorlzed repr€s€ntallve olthe waiving party. e, Suwlval. Allprovislons Gurviv€ lerminatlon or explrallon oflhls Amsndlrianl, oxcept those r€qulrlng performance only during ihe tem of a Slat€ment of Servlces.

I. Mictosoft as independent contraclor, The parlies are independBnt conlractors. Customer and l\4lcrosoft €ach may devolop products lndependently wilhout using lhe otheis conndenlial lnformatlon.
g. Usg of contractors. Microaolt may u8e conlractors to perform Prcfesslonal SeMces but will be rosponslble torlhelr performanca subject lo the terms of lhls Amendment. k, Prolesslonat Ser']/lces paymentterms, Customer agr€€s lo pay alltess ln a Statomont of S€rvicas wilhin 30 days oflhe date ofMlcrosoft's lnvolco unless the Statemont ol Services provldes olheftylse.

Mlcrosofl may assess 6 linance charge of lhe lesser of 18o/o per annum, accru6d, calculated and payable monthly or lhe hlghest amount allowed by law on all pasl due amounts due lo Mlcrosoft.

Microsoft will have no obllgalion to conlinue to provide Protesslonal Services ll Customer fails to make limely payment.

L faxes. lf any amounts are lo ba pald to Microsofl, the amounls owed ar€ exclusive of any laxes. Customer shall pay all valuo added, goods aM servlces, sal6s, gross receipts or othsr lransaction t6xos, tees, charges oI surcharges or other slmllar laxs8, char€8orl€e6 orany regulatory co3l rocovery and olher surcharges lhal are o,r,/Bd under lhls Amendment and which Mlcrosoft ls permitted to collecl from Customer. Customer shall also be rosponsible for on applicable slsmp taxes and for all other taxes lhat lt ls legally obligated to pay, Includlng any taxss lhat arlso on tho dlsklbutlon of provislon of ProF€ssional Serylces by Customer lo lts Affiliat€. Microsott shall be responslble for paymenl of all l€xes bas6d upon lls nsl incom6, gross recelpts taxes lmposed in lleu ol laxes on income or prolits, or taxes on Microsoft's prop€rty ownsrship. llany taxos ars rsquir€d lo be tvithheld on paymenls made to Microsoft, Customor may doduct such taxss from lhE amqunt ow6d and pay them lo the appropriate laxlng aulhorlty: provlded however, lhat Customer shall promptly securo and deliver sn omcial rBc6ipl for those withholdings and olher documenls roasonably requested by Mlcrosoft lo clalm a lorelgn lax crodlt or refund. Cuotomor will ensuro lhat any laxes withheld are minlmized to lhe exlent posslble under applicable law.

I,. No thlrd-party henoflclarles, This Amendment does nol create and third-party beneficlary rlghls Except for changes mad€ by lhis Amendment, lhe Enrollmenl or Agreemenl identilied above remalnB unchanged and ln fullforce and eff€cl. lflh€ro is any conflicl betw€sn any provislon in this Amendment and any provlsion ln lhe Enrollmenl or Agreement identilled above, lhls Amendment shall control.

Thls Amendment must be attached to a slgnature form to be valid.

Micro6oft lnternal Use on
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AGREEMENT # ITARC'.009.]3

LICENSED SUPPORT PROVIDER (LSP)
AGREEMENT No. ITARC-00933
For

MICROSOFT PRODUCTS AND SERVICES
UNDER MICROSOFT EA NO.8084445

BETWEEN

COUNTY OF RIVERSIDE
And

CDW GOVERNMENT LLC
All Terms and Conditions of this Agreement No. ITARC-00933shall govem purchase of Microsoft products and services under Microsoft EA no. 8084445 by County through the LSP.

I
Period of Perfornrance:

This Agreement shall be effective from November 01.2024 and continues in effect through October 31,2027, with the option to renew for an additional three-year period expiring on October 31, 2030, with no obligation by the County ofRiverside to purchase any specified amount ofgoods 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 wilh contracted LSP through the LSP contract expiration date.

3. Compensation
The COUNTY shall pay the LSP for products aI the cost as stated in Exhibit A, incuned in accordance with the terms of this Agreemenl. 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 sewices or products.

Non-Appropriations: The COUNTY obligation for payment olthis Agreement beyond the current fiscal year end is contingenl 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 olCalif-omia, Government agencies are not allowed to pay excess interest and late charges, per Govemment Codes, Section 926. 10. No legal liability on the pan of the COUNTY shall arise for payment beyond June 30 of each calendar year unless funds are made available for such payment- ln the event that such

2. Rc!isrcn l/0612021
1,
SEP 10 2024 3"u
This Agreement is entered between the COUNTY OF RIVERSIDE, a political subdivision of the State of Califomia, (herein refered to as "COI-rNTY"), and CDW Govemment LLC, an Illinois Limited Liability Company authorized to conducl business in the State of Califomia (herein refened to as "LSP") of Microsoft Licensing Solution Provider. effective from November 0l .2024 and continues in effect through October 31, 2027, based on LSP's response to RFQ no. ITARC-532 lor Microsoft products and services under Microsoft EA no. 8084445. The parties agree as follows:
4 ACRI]I]MENI fl II AR(',009]3
funds are not forthcoming lbr any reason. COUNTY shall imnrediately notii/ CONTI{ACTOR in writing; and this Agreement shall be deemed terminated, have no further force, and effect.

Hold Harmless/I ndemnifi cation :

4.1 LSP shall indemnily and hold harmless the County of Riverside, its Agencies. Districts, Special Districts and Depadments, their respective directors, officers, Board ol 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, subcontraclor, agents or represenlatives 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 ofany kind or nature. LSP shall defend the lndemnitees aI its sole expense including all costs and fees (including, but not limited, to attomey fees, cost of investigation, defense and seftlements or awards) in any claim or action based upon such acts, omissions or services.

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

Termination:

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

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

5.3 LSP rights under this Agreemenl shall terminate (except for t'ees accrued prior to the date of termination) upon dishonesty or a willful or material breach ofthis Agreement by LSP; or in the event of LSP unwillingness or inability for any reason whatsoever to perfonn lhe tenns of this Agreement.

Alteration or Changes to the Agreement
The Board of Supervisors and the County Purchasing Agent and/or his designee is the only authorized County representatives who may at any time, by written order, alter this Agreement. If any such alteration causes an increase or decrease in the cost of, or the time required for the performance under this Agreemenl, an equitable adjustment shall be made in the Agreement price or delivery schedule, or both, and the Agreement shall be modified by written amendment accordingly.
2 5
6 Rc\isiu' I 06l0l I
7 ACREEMENl' # I1'ARC.OOg33
Notices
All correspondence and notices required or contemplated by this Agreement shall be delivered to the respective parlies at the addresses set fofth below and are deemed submitted two days after their deposit in the United States mail, postage prepaid:

LSP
CDW Govemment LLC
Attn: Brian Fisher
230 N. Milwaukee Ave
Vemon Hills. IL 6006 t
jordham(!cdwg.corn

8. Insurance
Without limiting or diminishing the LSP'S obligation to indemnify or hold the COUNTY harmless, LSP shall procure and maintain or cause to be maintained, at its sole cost and expense, the following insurance coverage's during the term of this Agreement. As respects to the insurance section only, the COLINTY herein refers Io 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' Compcnsation:

Ifthe LSP has employees as defined by the State of Calilbrnia, the LSP shall maintain statutory Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of Calitbrnia. 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 f'avor of The County of Riverside. Policy shall name the COUNTY as Additional Insureds.

B. Commercial Gcneral Liabilitv:

Commercial General Liability insurance coverage, including but not limited to, premises liability. unmodified contractual liability, products and compleled operations liability, personal and advenising injury, and cross liability coverage. covering claims which may arise f'rom or out of LSP'S perlbrmance 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 lirnit. Ifsuch insurance contains a general aggregate limit, it shall apply separately to this agreement or be no less than two (2)times the occurrence limit. Policy shall name the COUNTY as Additional lnsureds.

C. Insurance Requirements for IT Contractor Services:

COUNTY
Riverside County lnfbnnation Technology
Attn: Procurement Contract Specialist
3450 l41r'street
Riverside, CA 92501
3 Rc!rsiolr l/06/2021
AGREEMENT # II'ARC-OOg]3
LSP shall procure and maintain ibr the duration ofthe contract insurance against claims fbr injuries to person or damages to property which may arise lrom or in connection with the perlbmance of the work hereunder by the LSP, its agents, representatives, or employees. LSP shall procure and maintain lor the duration ofthe contract insurance claims arising out oftheir services and including, but not limited Io loss, damage, theft or other misuse ofdata, infringement olintellectual propefty, invasion ofprivacy and breach ofdata.

Cyber Liability lnsurance, 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 ofprivacy 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.
lf the LSP maintains broader coverage and/or higher limits than the minimums shown above, the Counly requires and shall be entitled to the broader coverage and/or higher limits rnaintained by the LSP. Any available insurance proceeds in excess of the specified minimum limits ofinsurance and coverage shall be available to the County. Policy shall name the COLINTY as Additional Insureds.

D. Gencral Insurance Provisions - All lines:

I ) Any insurance carrier providing insurance coverage hereunder shall be admitted to the State of Califomia and have an A M BEST rating of nol less than A: VIII (A:8) unless such requirements are waived. in writing^ by the County Risk Manager. lf the County's Risk Manager waives a requirement for a particular insurer such waiver is only valid tbr that specific insurer and only for one policy term.
2) The LSP must declare its insurance self-insured retention for each coverage required herein.

Ifany such self-insured relention exceeds $500,000 per occun'ence each such retention shall have the prior written consent of the County Risk Manager before the comnrencement of operations under this Agreement. Upon notilication of self-insured retention unacceptable to the COUNTY. and at the election of the Country's Risk Manager. LSP'S carriers shall either; l) reduce or eliminate such self-insured retention as respects this Agreement with the COUNTY, or 2) procure a bond which guarantees paymenl of losses and related investigations, claims administration, and defense costs and expenses. 3) LSP shall cause LSP'S insurance carrier(s) to fumish the County of Riverside with either I ) a properly executed original Certificate(s) of Insurance and certified original copies of Endorsenrents effecting coverage as required herein, and 2) if requested to do so orally or in writing by the County Risk Manager, provide original Certified copies of policies 4 Rcvjsi('n l/06/21)2 |
A6REEMENT # ITARC'-0093 3
including all Endorsements and all attachments thereto, showing such insurance is in full lbrce and effect. Further, said Certificate(s) and policies of insurance shall contain the covenant ofthe 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 canier(s) policies does not meet the minimum notice requirement found herein, LSP shall cause LSP's insurance carrier(s) to fumish a 30 day Notice ofCancellation Endorsement. 4) ln 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 oflnsurance and original copies ol 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 fumished original Cenificate (s) of lnsurance and certified original copies ofendorsements and ifrequested, certified original policies ofinsurance 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 pafties hereto that the LSP's insurance shall be construed as primary insurance, and the COUNTY'S insurance and/or deductibles and/or sell'-insured retention's or selt'-insured programs shalI not be construed as contributory. 6) Ii, during the tenn 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 olthe scope ofwork; or. the tenn ofthis Agreement, including any extensions thereol, exceeds five (5) years; the COUNTY reserves the right to adjust the types of insurance and the monelary limits of liability required under this Agreement, if in the County Risk Management's reasonable judgrnent, the amount or type of insurance carried by the LSP has become inadequale.
7) LSP shall pass down the insurance obligations contained herein to all tiers ofsubcontractors working under this Agrcement.
8) The insurance requirements contained in this Agreement may be rret with a program(s) of sell'-insurance acceptable to the COUNTY.
9) LSP agrees to notify COUNTY ofany claim by a third party or any incident or event that may give rise to a claim arising tiom the perfbrmance of this Agreement.

9. General:

9.1 This Agreernent. including any attachments or exhibits, conslilutes 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.
5 Rcvision I 0612021

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

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

Exhibit A: Scope and pricing.

Exhibit B: LSP Reporting of Active Enrollments.

Exhibit C: Microsoft LSP Participation Form.

Exhibit D: Microsoft EA Benefits for Government Agencies.

Exhibit E: Microsoft Enterprise Agreements and Amendments.

El) Microsoft Enterprise Agreement No. 8084445.

E2) Microsofl Select Plus Agreement No. 7756479.

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

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 documenl relating to the transactions contemplated by this Agreement, the terms and conditions set fofth in this Agreement shall prevail.
6 Rcvisron I1061201I
AGREEMENI' # ITARC-00933

9.5 This Agreement may be execuled 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 ofelectronic signatures, such as digital signatures that meet the requirements ofthe Califbmia Unifbrm Electronic Transactions Acl (("CUETA") Cal. Civ. Code S$ 1633. I to 1633. I 7), for executing this Agreement. The parties lurther agree that the electronic signatures of the panics included in this Agreer:rent are intended to authenticate this writing and to have the same force and ef'fect as manual signatures. Electronic signature means an electronic sound, symbol, or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record pursuant to the CUETA as amended from time to time.

The CUETA authorizes use of an electronic signature for transactions and contracts among parties in Califomia, including a govemment agency. Digital signature means an electronic identifler, created by computer, intended by the party using it to have the same lbrce and eff'ect as the use ofa 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) ofSection 1633.2 of the Civil Code.

9.6 If the entitv is a comoration. the sisnatures of two comorate officers (the oresident. vice AGREEMENT # ITARC-00933
Financial Officer S ant treasurer
are required on the agreements. The signatures must be in the follow ing combination: president or vice president and secretary, treasurer or CFO. For example, the siqnatures ofa president and a vice sident would be insufficient. lf si b a c rate officer aco ()
corporation, is required. The corporate resolution musl authorize the signalory to sign agreemenls on behalf of the comoration.

If the entity is a limited liability company (LLC), the signatory is authorized signer as set forth in LLCs operating agreement.

IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement.
nzln ffi e of the
COUNTY OF RIVERSIDE, a political
subdivision of the State oI Calilomia
By
Chuck ashington
Chair ofthe Board of Supervisors
Dated:

ATTEST:

Kimberly Rector
Clerk ofthe Board
By,

APPROVED AS TO FORM
Minh C. Tran
Co el
Paula cido
Deputy County Counsel
Dated: a (q(zu.

CDW GOVERNMENT LLC, an Illinois Limited
Liability Company authorized to conduct business
in the State of California.

By
Name: Anup V. Sreedharan
Title: 5r. Manager, Program & contract Management
g,a1""6. 07109124
7 Rcvision 1106/2021
sEP 10 2024 "f 12
il_
l ll[,'n't,'i
By'
2 ACREIMENI' iI ITAR('-OO9]3
LSP's Scope and responsibilities
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 (lSD) formerly Microsoft Consulting Services (MCS), Microsoft Unified Support and Microsoft incident response. Microsoft Select Plus Agreement No. 7756479.

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

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

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 Afllliates are required to be submitted only through the Af-filiate's selected LSP. Multiple LSP's cannol 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.

The Enrolled Affiliate shall work with the LSP to detemine lhe annual payment, true-up commilment schedule defined in their enrollment.

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

The LSP will provide repofis of licenses purchased and added on to enrollment according to Enrolled Afllliate's specifications. (lntended tbr an enrollmenl that has licenses for multiple agencies within a govemmental body - ie county. city, etc.) Frequency will be determined by each Enrolled Atliliate (ie:
monthly, quarterly, etc.).

The LSP will provide. at the Enrolled Afliliate'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 ofsaid licenses, track licenses at depanment/agency levels, transfer licenses to and from each department/agency, and have reporting f'unctionalities. 3 1
5 7
8 9
8 It.viqnnr l,{16/2021
Exhibit A
Scope and pricing

6. Each Afllliate will communicate to the LSP the compensation tenns applicable 10 their agreement.

AGREEMENT # II'ARC-00933

10. The LSP will provide training Io the Enrolled Allliate's Microsoti administrators on Microsolt 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 lhey feel would be beneficial in their proposal.
ll. The LSP will provide docurnentation 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 timefrarne.

12. The LSP will provide a shon synopsis ofwhy an amendment is needed and the ramification ofeach 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 Effolled Afliliate. This price list must capture, at minimum, the following categories fbr each product: SKU, product description, MSRP, NET (Level D), LSP's uplifi 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 l5th ofeach 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 Califomia piggyback offof the Master Agreement.

15. The LSP will be charged L00% of the annual enrollment sales amount to leverage the Riverside County Master Microsoft Agreement No.8084445, and Select Plus Agreement No.7756479, which includes Software Licensing, Software Support, Cloud Services such as Azure, Industry Solutions Delivery (lSD), 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 Microsofi Enterprise Support Services from Microsoft to assist customers leveraging this contract vehicle in operation ofthe technology acquired and assist Riverside Master Participants in maximizing the benefits of this investment.

Rcvisxnr I/0612021
9 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 lndustry Solutions Delivery (lSD). Additionally, the contractor shall provide Microsoft dedicated Technical Supporl representalives and subject matter experts provided via the Microsofl enter?rise agreemenl to support and assist Riverside County master parlicipants in analyzing, architecting, implementing, managing, and operating solutions based on the licenses previously acquired or to be purchased in accordance with the terms ofthe Microsoft enterprise licensing program.

ACREEMENT # ITARC-00933

18. LSP will be responsible for submitting a completed "Reporting of Active Enrollments" by January I 5th of eaoh year for the prior calendar year.

19. The County of Riverside lnformation 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 f'rom invoice date

21. The adnrinistrative fee shall not be included as an adjuslment 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 lnformation Technology
Attn: Accounts Receivable
3450 l4th Street, 4th Floor
Riverside, CA 92501
Rc!iskrr l,06rl0ll
L0
AGREEMENl' # II'ARC-0093.]
Pricinq:

L Microsoft Enterp rise License Subscription and services

2. l,icensc Support Provider (LSP) Solution Area Specific Capabilit-v:

Item Description Price l-evel Markup 7o
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 E I or 83, Windows l0 Enterprise E3 or E5.
l.evel D
Enterprise Products (Office 365 Pro Plus, Windows l0
Enterprise, Core CAL Suite, Enterprise CAL Suite). Level D J. /l Additional Products (M365 F I , M365 E5 Compliance, M365 E5 Security, Office 365 Enterprise F I , Project Online, Visio Online Plan I or Plan 2, Dynamics 365, Azure, SQL Sewer, Windows Server, etc).

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

Level D 3.7 5
All products for Select Plus Agreement No.7756479.

Microsoft Unified Support Services 3.7 5
Microsoft Consulting Services
Microsoft Incident Response 3.75
Solution Area Specific Capabilitl' Number Custonrer
Size Reference?
Number of successful custom€r production mail
deployments/mi grations?
5000+ 100-
25000
Can be furnished upon
request
Number of successful customer production SharePoint
deployments/rn i grations?
2500+ 2s0-
15000
Can be furnished upon
request
Number of successful customer production Teams
deployments/migrations'l
1000+ 250-
1s000
Can be furnished upon
request
Number of successful customer production Teams
Voice deployments/PBX migrations'l
500+ 250-
10000
Can be furnished upon
request
Number ofpeople with specialized expertise on
technologies listed above
11 3.7 5

3.7 5

3.7 5
600+

3. License Support Provider (LSP) service rates:

AGREEMENT # ITARC.OO933
Data and Artificial Intelligent Certifi ed Conpetency (Yes,trlo) Hourly Rate (On Prentise)
Build lntcllisent Apps Yes $225
Build lntellisent Asents Yes $225
Machine Learning Yes s225
lnlemet of Things Yes $225
Globally distributed data Yes $225
OSS Databases Yes $225
Cloud Scale Analytics Yes $250
Data Platform Modemization to Azure Yes $225
Windows Server on Azure Yes $225
Security & Management Yes $230
Datacenter Migration Yes $225
Modern Bu.iness IntelliAence Yes $225
Copilot Yes $225
Biz Apps
Customer Service Yes $215
Field Service Yes $215
MarketinA Yes $215
Talent Yes $215
Finance and Operations Yes $215
Business Central Yes $215
Power Apps Yes (?)t
Power Bl Yes {)r{
Apps and Infrastructure
Azure Stack Yes $225
Hiqh Perfonnance Compute Yes $22s
Cloud Native Apps using Serverless Yes $250
Modemize Apps Yes $225
SAP on Azure Yes $225
Linux on Azure Yes $225
Dev Ops Yes $225
Business Continuity & Disaster Recovery Yes $225
Windows Server on Azure Yes $225
Security & Management Yes $230
Datacenter Migration Yes $225
Modem Workplace
User Adoption & Change ManagemeDt Yes $225
Security $2 30
GDPR & Compliance $225
Teamwork Yes $225
Callins & Meetings Yes $225
Modem Desktop Yes $225
Office 365 Migration Assistance Yes $225
Mail Yes $225
Teams Yes $225
SharePoint Yes $225
OneDrive Yes $225
Revision l/06,2021
1,2
Yes
Yes
AGREEMENT # ITARC-00933
Exhibit B

LSP REPORTING OF ACTIVE ENROLLMENTS
MICROSOFT ENTERPRISE AGREEMENT No. 8084445
LSP Name Compony nome
RIVCO
Contract lD TBD
Master
Enrollment
Enrollment
Number:

Enrollment
Entity:

Start
Date:

End
Date:

Annual
Sales
Enrollment
Contact:

Enrollment
Contact
Email:

Enrollment
Contact Tel:

County of
Riverside
xx/xx/
xxxx
xx/xx
/xxxx ]ohn Doe
Rcvision l/06/2021
13 AGREEMENT # ITARC-00933
Exhibit C

MICROSOFT LSP PARTTCIPATION FORM
JI ST]TH
Chbt lnloflYr.tirl Omcer TARTITI P€REZ, ACIO
Enterprise Applicaboos Eureau

DARRYL POLX
chiet TechnoaoEy oficer
TRACY TITLIIAX FlCIT
Oe9rrty Oiredo. Admh - lT
GUSTAVO VAZOUEZ. ACIO
CoaiYerged Corfi uncatoaE Eurea!
ArIHOITY CHOGYOJI
Chbl lnlofmatoo Secunty Oflicer
XARA'{ CHA'{DRA , ACIO
Technology Services Bureau
Nliclosotl LSP Participation Fonn
(RFQ # ITARC-005-12 .lttachment 2)
Complere lhl! torm lnd.eturn lo:

Aftention: Unda Faklprrri
E-rnail: I{@4atyg!q
P.tme.t lhould be mrde ro:

Rive6k e Co!nty lnformation Teclmobgy
1150 14'l Street, Fou.th Floor
RiveBid6, CA 92501
County ot Riversade TIN #: 95-6000930
Company Name CDW Government LLC
Name Brian Fisher Thle: Dir Prmram Managemenl
Address 230 N Malwaukee Ave
Vernon Halls, lL Zip Coae: 60061 tebphooo r, (847\ 419-73/.2 Fax *: (847) 46!513'1 Email: [email protected]
The County of Riverside b th€ hosl oI the Macroso{t Master Agreemenl No 8084{,65. All questions regardrng th€ products and lcelrsi€ 3houu b€ dn€d€d to Micro6oi.
8y signing beloly, I am agreeir€ to pay the p.rticipatioo fees ior each enrdlnert that 13 Brabbhed by leteraging the County ot Riverside MGl6, Agroement in acco.danco to the schedule rete,enc€d dl RFO * ITARC{0532 .nd any subgsquent corfracb a.d / o. am€idmenb.

By signing belo.v, I abo agrBe lhat all anroltnenls will be s..bmitt6d lo Mic.osot diecl. to repod onrollnor aclivity and co.nply lo the palment 3chedule per RFp * IfARC-00532 b RiveEiire County lnfo.m.tb.r Technology.

Please lafdsnce the ,emiltanco intoamalion above tor wher€ to s€rd th€ peynont. Failure lo comply may resull in th6 awad b€i.rg asscinded.

A^,24. F.;r./c. 5tst24
Sbneture
Brian Fisher
Date
Oir Proqram Manaoemenl
Printed Name Tide
'Please r€ference the CDW.G Terms o, Otrer bund on page 26 ot our respon3e Revisior l/06/2021
t4
Cily:

EI
E2
AGREEMENT # ITARC-00933
Exhibit D
Microsoft EA Benefits for Government Agencies
Reduced Paperwork
Reduced number ol separate documents to review - by consolidating amendments into a single document. Many ofthe amendments previously required are now built into the enrollment document.

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

Standard Pricing Across all platforms
Microsoti will provide LSP's (authorized EA LSPs on this contract) with Govemment Level-D, pricing offofpublished "LSP cost" all platforms. Azure discount is a factor ofthe consumption rate.

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

E3 No charge Onboarding Services
Microsoft assisted onboarding is now a benefit of OfIicc 365, Microsoli Intune, Azure AD Prenrium and Azure RMS. Eligible customers will receive guidance from a dedicated group of onboarding experts known as the Microsoft FastTrack Center (FTC) 1o onboard to these services. The FTC uses an onboarding approach known as FastTrack to help you, your lT Team, and or Partner, confidently onboard new users and capabilities. Programs are subjecl to change and/or evolve.

E4 No Charge Security Incident Assistance
Microsoft will engage speciaI security teams in the event ofan exploit ilyour 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 Microsofi Sales Executive for more details.

E5
E6 Additional Software Assurance benefits
With New Version Rights, you can upgrade each Microsoft product license that is covered by active Software Assurance to lhe most recent version for no additional cost. When a new version of Microsoft Office is released during the lerm of your agreement, your licenses are autornatically upgraded to the new version.

Office Roaming Use Rights: Help expand end-user productivity and extend the value of your virnral desktop environment with Office Roaming Use Rights, which lets users with Software Raise and Iower 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.

Revision l/06/2021
15 AGREEMENT # ITARC.OO933
Assurance on Office, Project, or Visio remotely access their software on their virtual desktops from third-party devices.

Spread Payments: Spread the costs of your License and Software Assurance purchase across three equal, annual sums versus one up-front payment to help reduce initial costs and aid in forecasting annual software budget requirements up to three years in advance. When you use the Spread Payments benefit, no interest or additional fees are incurred. You may also consider Microsofl Payment Solutions to help finance your technology needs, including soltware, 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.

R.vision I 06'20: I
16 More information about the Software Assurance by products as listed above can be found at:
https://www. m icrosoft.com/en-us/Licensinq/licensing-orograms/software-assu rance-bvproduct.asox?83ffdda4-a253-4123-9752-1 122538c0a96=True AGREEMENT # ITARC-00933
Exhibit E
Microsoft Enterprise Agreements and Amendments
El) Microsoft Enterprise Agreement No. 8084445.

E2) Microsoft Select Plus Agreement No.'77564'19.

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

Revrsion l/06/2021
77 E Microso'ft
Program Signature Form
\/olurrre l=icensing
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This sitlnahfle lonn and all conlracl docunrents identilEd irr the lable belolv are erltered into betwee|t lhe Cirslomer.ind the Microso{l Afliliate signing, as ol lhc elfcclivc datc identllnd belorv.

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cl
Uy signing below, Cuslomer and lhe l,Jicrosotl Af,iliale agree lhat bolh parlles {l) have rcccivcd. rea(l alld undersland lh€ above corrlracl docLrnenls. includlE ar)y w€bsiles or docurnents iocorporated by relerence and any amendmerlts and (21 sgree lo be bound by the lerms of all such documqnts. 2 =o(-)
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Thi$ arncndmcnl ("Arncndlnenl") is entered ifil0 belweel the fJarlies identi,igd on tlr€ altached progratt sinnature rorm. lt arnends th€ Errrollren I d Agreerner rl ide(tilied irbove. Alllerns use(llxrlnol rlofined in ll'!is AmendrnEnt vdill lrave lhe same m€aniogs provided in lhat En[ollmenl or A0reerllenl Enterprise Agreement
Custom Terms CTN/I

1. Seclion 6a,'"tern", is hereby arnendcd ard restaled as follows:
a, Term. Tlr€ tefln ol lhis Agreenlenl will rernain in eltect unless len)insled try Gilher p3(ly as desciibed beld\.,/ Eatclr Errrbl[nerl will [rve lhe lerm providDd in lhrl Enrollrncnl

2. The pric!r(, thal tricrosoll $rill ofler Eorolled Afliliillc'$ R€reller lor Enrolhnents effeciive betlveen Noverrber 1,201S lhrough Octol)€r 31, 2021, aod lha! vrlll apDly lor lhe entte initial ter,r olsuclr Enrollnenls. is as lollows:

Prod0ct Pric e
Level
Examples lnclodc blll arc not limilcd to
lhe lollowi0g':
lh! cr!n,plec irlcludo o,(I16 rcr!i.ps tllald,c svsilabre i[ eill cr ll|! Eon,r,e{cial or g(,veinment "n alrin0 6nr.rt)riis Onlne S^rvi.e. i14 ll.r(iliedirllhE nr<ri(rci 'l errns ,ith ltc Dell tn(,ecl Fa,J'i[lhelslrles,ol 'I'rog urr, nlir l!ril,ty'. Ilrc !!)L\r ol Eirlcrp,ire Oaltrte ser'nc?s is surJj"-l lc chr'4e rll Eile'Idse Oalill? lervlce-. n16 arcile<,. !rd,nedre!.rerl ar'er:1oved iorn lhe tnle(Drise D,cararn cllcrirl(i Erchrsions aDply lo th(.. addilional2% discornlon EntcrFrisc Onlinc Setviccs as folo\',rs Ente.prise Onllne Serylces"
(inclu(ling l;ull USLS. liroN SA
USLS, Add ons ard Step UpsJ
Elltcrprise Products Level D
l-evel D
rnrn!s 2il,
Level D
lrl3fjs E3 and E5, Enlerprise Mobility +
Secu,ily E3 ar)d E5, Olfice 365 Erlrerprrse
Ei or E3, Wirdorvs 10 Enterprise E3 or E5
Otlic€ 365 Pro Plus, WDdolvs 10
Enterpris€, Core CAL Sute, Erllert)nse
CAL Suile
l\1365 Fl, l!1365 E5 ComFlianc€, 1M365 Es
Securily, Ofiicc 365 Errlcrprisc F1, Projccl
Online. Visio Orrlioe Plan 1or Plarr 2
oynanlics 3ti5, .Azure, SQL Server,
Windo,rs Server etc.

SharePoinl Server. SOL Se.ver EizTalk
Scrvcr, Visual Sl\dio, Corc lnfrirstr(rcture
S(dles, elc.

Ad(litionnl Products
Sener and Tools Pro(lucl
(applies lo Serue. ar\d Clold
Enrollolents only)
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pue ecud tPn)"B s,elerlulv pallgru:l ?rll €!uurJoFp l|^1 otElllJJV llallo]uS'r,rll DuE.rollaso! €qI 'sl!nDo.rrl lP
rol o |a^ol st tz0z ' I laqtLE^oN ralrp to Uo e^rpal? slltau4lollrJ ol saldde leql lo^ot a]!d ollf osud pallrloosrp ro oc!.rd leuollo(r.rrd a$ JD Ja^rol sln ol pel)rlrra 5r alrrlulv pattolr3 'sn>ls Fauo[oulo]d iuu ol ,(tddu tou saop lunoisrp eql . s)uJurllorul
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fl' tirticrosofr Vcl I t.r ni e l- icr:r-rsi rrg
Enterprise Agreement State and Local
tlol for t,se vyilh ltl,cros({l Brsiircss Agreenrenl ff l,,li,:rit!oll Frsiircss ar:J Servn:Bi }1oipr{!llJ'l This i,,licrosofl Eolerprise Allreement ("Agrdemert') is entered into between the entities identilied on the signat(rre form I
Effective date. l he e(fective date ol lhis Agieeorent is the eadiost efFectivs date of any Enrolln]ent €rrlered rnlo rrn(ler lhis Agreernent or lhe dale Microsolt accepts llris Agreenrent, whiclrever is earlier.

This Agreement consists ol ( I ) these Agreement lerms afld condrtions, rncltlding any amendmenls and lhe signalure lorm a d all altaclrments identilied'therern, (2) the Pro([rcl Terms applicable to Pro(lucts licens€d under this Agree,nerrl, (3) the Online Services Terms. (4) ary Alliliale Enrollmenl entered into under this Agreernent, and (5) any order srbnritted under this Agrcement.

Please note: Docurnents relerenced in tlris igreement but not attached to tlre signature form nray be found at lrtto.//$ r/w rnicrosolt. corn/l$€rsini'rlconlfacts and are incorporated in lhis Agreemenl l)y reference, including the Producl Fenns and Use Rights. These documenls rnay contain additional terms and condilions for Producls licensed under lhis Agreemenl and may be changed lrom tiryle to time Customer should review such documents carehrlly, both at the time of signing an(l petiodically tlrereatler, and lully understand allt€drs and conditions applicable lo Producls licensed Terms and Conditions

1. Definitions.
"Affiliata'rneans
a, wrth regard to Custor)]er.
{l} ar)y government agency, dJpartrnenl, office, instrurnerltality, division, unit or other entity ol the stale or local governnienl that rs supervisad by or is part oF Custorner. ot v/hiclt sUpervises Custonreror of which Cuslome. is a part. or v?lrich is onder common supervisaon r,,rilh CuStomer;
(iil any county. borough. comnionwealth, cily. mllnicipali(y, lown. township. speclal purpose distr-rcl, or other similar typb ol governm€ntal inslrunrentalily eslablished by the laws o, Cuslomer"s slale and localed wilhin CuslomeJ's stale iurisdiction and geographic boundaries: and
{iii) any other errtity in Custonpi s stale expressly aulhorized by the laws of Customels stale to purchase under slale cor)tracts; provided that a slate and its Afliliates shall not, for purl)osgs o[ this definilion, be considered to be Atliliates of the federal gove(nn]e[l and its Alliliates; ancl
b, wilh.egard lo Microsoll, any l4al entily lhal l'ricrosott owns, that owns Microso{i, or lhat is under comnron ownership r.,,iih Microsofl.
"Custon)er' rneal)s the legal enlity that has enlered inlo lhis Aoreemenl witlr fi/icrosoft. "Customer Data" means all ctala. including J[ te,,t, souna, soFtrvare, image, or video files that are provide(l to lvlicrosott by, or on behall of, an Enrolled Affilisle and its Aftiliates through (lse o[ Online Services. "day" means a calendar day, except lor references that specify 'business day' "Enrolled Alfiliate" means an enlily, eilher Custorne. or a^y one of Custorr]er.'s Aniliates lhal has ertered into an Enrollm€nt under this Agreernent.
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''Enrollment" means llre docurnent lhal an Enrolled Af,iiiate subnrits under this Agreemenl to place orders lor Prochrcts
' Erlerprise' means an EnrollBd Affilrale and thB Afiliales for which il is responsible and chooses or) ils Enrollmenl to inc[rde in d! enterparse
'Fixes'rneans Proilrrct fixes, rnorJif ications I or eohancemerlts, or their derivatives. thal Microsofl either releases generally (such as Producl servEc'packs) or provides to Cuslomer to add ress a speciFic is'(re. "License" rneans the riglrt to download nstill. access anrl use a product. Fo( cerlain Products, a Lrcense rnay be available on a faved lernr or subscription basis ("Subscril)lion License"). Licerlses {or Onli e Servkes will be consi(lered SL,bscription Licenses.
'Nlicrosoll" nteans lhe Microsoft AfFiliate lhit has entered inlo tlris Agreernent or au Enrollnrenl and ils Altiliales. !s appropriale.
-Online Services nrean5 the lVicrosolt-hoslJd services klelrliled as Online Seryices rn lhe Product Terms. "Online Services Terllrs'rrrearrs lhe a<ldrtiJnal le.ms lhat apply to Custonrer's use of Orrline SeNices pUblishecl on the Volume Lrcensrng Srte an(l'updale(l rrorn l[ne lo trn]e "Producl" means all products ldentified in the Producl Ter.ns, Suct) as all Softwar€, Online Services and other weD.based services, inclutling pre-release or bela versions. "Product Terms'means lhe (locurnenl lhal piovides infoonation aboul Microsoft Products and Prolessional Services a'./ailatrle lhrouglr volunre licensing, The prodrqt Terms (locument is publisired on lhe Volunre Licensing Site and ls updaled.lrorn time to lime
"SLA" nreans Service Level Agreement, v/hdh specities the minimum service level for Online Services ancl ls pul)lished on lhe Volume Licensing Site.
"Soflware' nreans licensed copies ot Microsdll soflwar€ identifiecl on the Producl Terrns. Software doeE nol include Online Servires, but Sottware may be Dart ol an Online Service. ''Software Assurarrce" is an oflenl,lll l)y Microsolt thal provides new version rights and other beneFjts for Products as further described in tlre Product Terms.
^l'rade Secrel" nreans infomalion that is not generally kno!,rn or readily ssceriainablo to th€ public, has econornic value as a resull, and has beerr subiect to reasonable sleps under tha ciriomstaoces to rnainlaii) its sec.ecy. I
"use" or 'run" means to copy. install. use, aqcess. display, run or otherwise hlteracl.

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"Use Righls' meons the use riglrls or terms ol service for each Product p'rblished on lhe VolunE Licensing Site and updated From lime to time. The Use Rights supersede the ternls of any end user license agreement that acconrFanies a Product. The Use Right3 for Soflware are putJlished by Microsoft ir) the ProdUDl l erms The Use Rights for Online SeNices are published in the Online Servises Terms. "VoltlnleLicensingSite'n,eans@ora5ucce5sorsite
How the Enterprise program works.
a. Gerleral. The Enterprise progrirn consists ol the lelrns and condrlions on whiclr ao Enrolled Atliliate rnay acquire Producl Licenses. Under lhe Enterprise program, Cuslon)er and ils Afliliates may order Licenses foi Ploducls by entenng irto Er]rollmenls D. Enrollnrerlts. The Enterprise program gives Custorrer and,,or its Atliliates the ability to ente. inlo orre or more Enrollments to order Pro(lucts. Subscription Enrollments may be available lor some ol lhese Enrolhnents. l,lolwilhstanding any other provislon o, this Agreement, only Enrolled Aftillat€s idenlitied in a'n Enrollmenl will be respor]sible lor cornplying wilh lhe texns of lhal Errrollrirenr. includ,ng thb lerms ol this Agreemenl rncorporaled by reference in that Enrullnrent
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3. Licenses for Products.

License Grar)t. 14icrosofl grants lhe EnlerJ)rise a non-exclusive, v,/orld,/ride an(i limited riglrt to dor/flload, inslall and use sollware Products. and lo access and use the Online Services, each in the quantily ordere(l under ar Enrollment The righls granled are subject lo lhe lerms ol lhis Agreenrent, lhe Use Righls an{l the product Te.ms. Microsofl reseryes all rights nol expressly granled in lhis A!!reerhenl.

Ouralion of Liconses. Subscription Licenses .]nd most Software AssuEnce rights are teorporary and expire ulren thi applicable Enrollnrenl s t'-.rminatecl or expires, unless the Enrolled Afliliate exercises a buy-out oplion. which is available for sorre S!rbstriplioIl Licenses Er(cept as otheMise noled irl the applical)le Ervollfi]enl or Use Riglrts all other l-icefrse5 becorne perpetual only .jJhen all Daynents lor that License have been nlade and lhe initial Enrollmenl leln has exnired.

Applicable Use Rlghts.
(i) Products (other than Onlirie Servlces) 'l he Use Riqhts in etfect on lhe elfective date o, the applicable Enrollment lernl \,rill apply lo Enlerprise's use ol the versron ol each Product lhat is currenl al the lime. For luture versions and new Products, the Us€ Rights in eftect wh€n lhose versions and Prodrrcts are first released willapply. Changes Microsolt makes lo the Use Rights lor a partiiular version will nol apply unless the Erlrolled Aftiliale chooses lo have lhose chenges 6pply. The Use Rights applicable lo perpetual Licenses lhat were mquired trnder a previous agreement or Enrollrnent are deternined by lhe Agreernent or Enrollmen( under which they were acquired. Renewal of Sollware Assurance does r)o1 clrange which LJse Rights apply lo lhose Licelses.
(ll) Onllne Scrvices. For Online .Services. the Use Rights in elleci on the subscription start clste rvillat)ply for lhe sLrbsr:ription term as detinerl in the Product Tern)s.

DownOrade rights. Enrolled Afiiliate 'nay use a earlier versiqn qf a Producl other lhi|lr Onlne Services than the version that is crrrrent on the efreclive date oF the Eflrollment. For Licenses acquire(l in llre current Enrolheht terrn, lhe Use Rights ,o. the currenl ve.sion apply to the use of lhe earliel version. lf the eailier Producl versior] includes fealrrres that are hot i ttre ne'r/ version, then the LJse Rights applicable lo the earlielrersion apply with ,espect to those features
New Versioh Rlglrls under Sollware Assurancc, Enrolled Affiliale musl order and mainlain contir'ruous Software Assr,rrance boverage for each Llcense ordered With Soflwarc Assurance coverage. Enterprise autornaticdlly has tlre right lo use a ne,,v version ol a licensed Product as soon as it is released, even if Enrolled Afliliale chooses |rol lo use tl|e nev, velsion imrnediately I
li) Except as olherwise Dermiltbd under an Enrollmenl, use of the new version willbe subject lo lhe new vetsioll s Use Rights.
(ii) ll lhe License for llle ea.liel version of the ProdLrct is perpetual at ll]e lime the rew verrion is released, the License for the new version will also be perpetual. Perpelual Licenses oblained through Sollware Assurance replace aoy perpetLral Licenses for the earlier verslon.

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l-iconse confirmation. This Abreement. the applicable Enrollmenl, Enrolled Affiliale s order confirrnalion, and any documenlaton evidencing lransfers of perpetual Licenses. logether vJilh prool ol payrnent, !,,,ill l)e Enrdlled Alfiliate's evidence of all Licenses obtained lnder an Enrollntenl
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c. Licenses. The types of Llceirses available are l1) Licenses obtalned rrrder Soltr./are Assuraoce (L&SA). afld (2) Srftscription Licenses. These Licens€ types as well as addilional License Types. are further d€sciibed in the Producl Lisl. 4 g. Reorganizations, consolidatlons and privatizatioIs. llthe number o, ticeflses covered l)y an Enrollmenl changes by nrore lhan len percent as a result of (1) a reorganizatioo, consolidatiorr or privalizatio,i of an errtity or an operaling divisbn. (2) a privalization of an Affiliate or an operating division ol Enrolled Afliliale or any of its Aftitiates, or (3) a consolidatrorl including a rnerger wilh a lhlrd parly thal has an existing agreemenl or Enrollmenl. Microsofl will lvork with Enrolled nfiliate in good laith to dele[nine how lo accommodate ils changecJ circumstances ln the cottext of ihis Agreenrenl.

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Making copies of Products and re-imaging rights.
a. Gcneral. Enrolled nltiliale rnay' nrake as.nany copies ol Producls. os it needs to distritJule them v,,ithin lhe EntsrprisB. Copiss mus.t be true and Dornplete (inc|rding copyright and lademarl notices) lronr nlaster copies otjlained From a Microsoft approved fullillntent source.

Enrolled AFfiliate may use a third party to mafte these copies, but Enrolled Atlitiale agrees il $rill be responsil)le forany third party's ac(ions. Enrolled Affiliate agrees lo make feasonable eflorls lo notily its errployees, agents. arrd any olher individuals vrtro use the Products that the Pro(lucls are licensed tronl Micrbsoll and subiect to the terms ol thii ngreenrent. b. Col)ies tor trairlirrg/eval(iation and back.ul). For all l>roducts olh€r lhan Online Services.

Enrolled Afliliate may: (1) use tp lo 20 cornplimenla,y copies oF any lacensed Producl i[ a dedic€ted lrainlng lacility on its premises lor purposes of training on tlrat 0arlicular Producl. (2) use up to 10 complinrentary copies of any Producls lor a 60-day evaluation period, ancl (3) use orre ccxnplimentary copy ()f any licensed Ploducl for bacl(-up or archival purposes lor each ol its dislinct geografrhic locations, Trials for Online Services may be available iF specitied irr lhe Use Righls
Righl to re-image, ln ce.taio cases. re-imagir)g is pe.milled using lhe Prodlcl rnedia. lf the tulicrosolt Producl is licensed (1) ffoflr ao original equipment man(rfacturer iOEM), (2) as a full packaged Producl tlrrouglr a relail source, or (3) under another lvlicrosof( program, tlren media provided uDder lhis Agreernenllrnay ger)erally be used lo creale irnag€s for 1r5g rn place of coPies provided through that sebarate source, This right is coditional rrpon the lollov,ring:
(i) Separate Licenses nrusl be acquired lrom lhe separale source for each Producl lha( i5 re" imaged,
(ii) Ihe Product, language, version, aod comfronenls of lhe copies rnade rnusl be identical to lhe Pro(iuct, language, veraion, and all coorponents of the cooies they replace and tlre nurnher of copies or inslancbs of lh€ re-lrraged Product pern!itled remains the sanre. (lil) Ercepl lor copies ol an operrattrg systern and copies of Producls licensed under another Microsofl program. the Product typa (e.0.. Upgrade or lull Licanse) re-inraged ll]usl be identicallo the Product lype licensed frorrl lhs separale soulce. (iv) Enrolled Alfiliat€ musl adhere 1o any Producl-specrfc processes or requiremenls for reimaging iclenlilied in the Product Terms Re-imaged Pro(lucts remain su6ject to the l€rn)s and use {iglrls ol the Licer}se acquire(l fronr the separate source This subdection does not creat€ or exlend any Microsolt warranty or support obligatior.

T ran sferri n g and re as s ign.i ng Li ce n s es.
a. Licerrso transfe.s. License ll'ahsfers are nol permilled, ercept tlrat Customer or an Enrolled Alfiliate may lransFer only fully-plaid perpetual l-lcenses to:
(i) an Afliliate, or
(ii) a lh'rd paty solely fi) colnectio^ wllh lhe lransfer ol ha.d\./are or eilployees to whorn lhe Liccnses have been assigned as frart of (A) a prlvali2alion of an Allilial€ or agency or ol an c
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6 operaling drvisiorl ol Enrolled All iale or an Atfiliate (B) a reorganizalion or (C) a consolidation. I
Upor) such trarrsfer Cr.rslorrrer lor Enrolled Affiliate must Uninstall an(l (liscortli ue osirrg the licensed Froducl and render ani copies unusable
b. N otilicatlon ol l-ice[se T ra r rslcr. Errroiled Afliliate orost nolify Microsoll ofa Lrcense transfe, by cornpleling a license' transfer fornr, which can be obtained fron] hlto://wwJ nlicrosofl.cr,nr/licenslno/corlrflcls and sending the conll)leled lorn't to [,licroso,l belore the License transfer. No License transfer lvrll be valid unless Enrolled Afnfiale plovides Io llre lransleree, an(l the transferee accepts in rvriling. doc(rments suFficient lo enal)le the transferee lo ascertair lhe s()oie, purpose a d lirnilalions ol lhe rights grantecl by i/icrosoft un(ler the lice[ses being lransferred (includingthe apt)licable Use Rights, use ar)d tral]sfer reslric|ons, Ivarranties and lirnilalions of liabilily). Any Lrcense lransler not nlade in compliance qrith lhis seclion lrill be void
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c. lnterral Assignrrrenl of l-icelses arrd Software Assuralce. Licenses and SoFlwrre Assurance mr]st be assigned lo a single user or device within lhe Enterprlse. Licenses and Soll,/are Assurance may be reassigned within the Enlerptise as described ir) the Use Riqhts Term and terminatian.
a. Ternl. The lefln oF this Agreenr dnt will be 36 ,ull calendar nronths [.onr lhe eFFective d ale ull less lerminated by eithe/ parly as discribect below. Each Enrollment will have lhe term provided ir lhat Enrollment.
b. Ternrlnation wilhor,rt cause. Either party nray lerminate this Agroement, lvilhout cause, upon 60 dalr'vi;11"n rrotice. ln the ei/errl ot lernlination, new Enrollmenls v,/ill not he accepted. bllt any exisling Enrollment r,/ill continue for lhe term of such En.ollmenl and will conlinue to be governed by lllis Agreernenl.
c. Mid-tcrrn lermlnatlon for non.lppropriation of Fullds. Enrolled Afliliate nray terminate lhig Agreemenl or an Enrollrnent vrithout liabilily. penalty o[ lurlher obligalion to rnak€ paymer]ts if tunds to rnake payments under the Agreement or Errrollment a.e not approprialed or allocated by the Enrolled nffiliate for such purpose
(1. Tsrminatiol for cause. Wilhoul limiling any other rernedies it olay have, either party may (e[nir]ate an Enrollmeni if thd olher party nralerially brBaches ils obligations under this Agreement, inchrding any obligat,on to submit orders or pay rnvoices. Exceptwhere the breach is lly its nature not curable wilhin 30 days, the l,errninating parly musl give the olher party 30 days' notice ot its inlent to termi,nate and an opporlunily to cure the brgaclt. lf ilicrosofl grves such notice to an Enrolled Aftiliat6. Microsoft also will give Cuslomer a copy ot lhal nolice arrd Custonrer a{rees to help resolve lhe breach. lf lhe b{each aF,ects olher Enrollnlents arrd cannot be resolve(l bet!./een Microsoft and Enrolled Aftiliale, logelher with Customer's help, wilhin a (easonable period ot lime, tulicrosoft rnay ternrinalo this Agreement and all Enrcllnrenls under it. lf an Enrolled Affiliate ceoses lo be Custorner's Afftllate, it rnust pron)plly nolify Microsolt, and dlicrmoft nray terminate the former AFfiliat€'s Enrollment lt arl Enrolled Affiliate tenninates ils Enrollrnenl as a resutt of a lrreach by Microsolt, or if lvlicrosoft lernrinates an Enrollment becaus€ Enrolled Alfiliale ceases to be Customer's A[[iale, then Enrolled Affiliate v,/ill have the e:rly lernrination rights described in the Enrollnrenl. e, Early teflnination, ll('l)an Enrolled Afliliate tenninales its Enrolln']ent as a r€strll of a breach by Mhrosoft, or (2) if Microsoft terminates an Enrollme t because the Eorolled Afliliale has ceased to be (tn Aifiliale ol Cuslorner. or (3) Enrolled Alriliate lerminales an Enrollment lor nor)- approprlation of fr.rnds, o. (4) Microsolt terminates an Enrollttenl for norr-payment due lo nonapproprialion ol lurds. then the Enrolled AfFiliate wrll l)dve lhe lollowir)g opliorts:
(l) ll may imnr€diately pay the iolal ren]aiain0 amounl due. including all ir\slallrnenls, in which case, the Enrolled Aflilaate wll have perpetual righls for all Licenses il has ordered: or Paqa 5 ol 1l
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I li) ll [)ay pay only al.r]ounls due as oI lhe lemir)ation dale. in lvhich case lhe Enrolled At,rliate \.t/ill have perpehral l-icenses for:
1) all copies ol Products (including the lalest version of Products ordered rrnder SA coverage in llre ctrrrent lenn) lor which psyrnent hos been nEde in Full, and 2) tho numtler of copies of Products il has ordered (inclrdhg lhe lalesl ve(sion ot Products ordered under Software Assurance coverage in currenl lerm) lhat is proportional lo the totalbf installment payrirents paid versus iotal amounls due (paid and payable) if lhe early terminalion had not occurred
(iii) ln lhe case of early leflnination rioder sulrscriplion Errrollments, Enroll6,i Affiliate wlll have the following oplions: r
1) For eligible Pro(lucts, Eirolled Affiliate may olllain perpelual Licenses as described in the seclioD of lhe Enrollmenl lilled 'Buy.out option," provided that fulicrosoft receives lhe buy-oul order for thbse LjcensBs wilhin 6b rlays alter Enrolled Alfiliate provirles rrotice of lernrirralion.
2) In lhe evenl of a t realh l)y Mic(osolt, il Customer clrooses not to exercise a buy-o(t (ption. Microsoft will issue Enrolled Alfilaite a creclil for any amount paid in advance for Subscription Licenses thal lhe Enlerprise will not be able to use lo do lhe lerminalion of the Enrollinent,
I'lothing in lhis section shall aflecl perpetual LiceDSe rights ac(l(ired eilher in a separale agreement or in a prlor lerr'rr o[ thB lelnrinated Enrollmeltt.

Eftect of tcrminatlon or explrailon. .\l/hen an Enrollmenl expires or is tertlinat€d. (i) Enrolle(l Alliiate musl orde.,Licenses for all copies ol Pro(hrcls it has ruo for which il has nol previously subnrrlted an brder Any and allunpaid payments lor any order ol any kincl remain due and payable, F-xcept as provided ir the subsectior) litled "Early termination," all unpaid paymenls lor Licer'rses immedialely become dr]e and payable, (ii) Enrolled Affrliale's ight to Soft^,are Assurance benefils under lhis Agreement encls iF il does not renew Software Assurance
g. Modlflcatlon or terminallon of an Onllne Service tor rcAulntory reason6. lllicrosofl nray rnodily or tetninate ao Orrline Service !.rlrere llrere is any cuffe,lt or luhrre oovernnrent requirenrent or obligation thal; Ill) subjects Microsoft to any legulaliorr or requirenrenl rrot generally applicable lo businesies operating in the iuri8dic,tion. (2) presents, hardslrip for lvlicrosotl lo contin(€ operati,rg the Online S€rvice withoul nrcdification; and/or (3) causes Microsoft to believe these lernls or ihe Online Service may conllict with any such requirenrent or obligatioo.
h. Prograrn updates. Ivlicrosolt n)ay make clra ges lo lhis Frograin thal will make il fecessa.y for Curlorne. and (s Enrolled Aftiliales to errter into new agreemenls and Enrollmenls at lhe time ot an Enrollnrent rerlewal.

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Use, ownership, rights, aid restrictions.

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a Pro(lircls. Unless ollrerwrse specitied in a supplenrental agreemenl use of any Product is governed by the tJse Rights sd€cific to each Fr(xl(ct ar)d versioo 3nd bv lhe terms ol the applicable supplenrelltal agreerient.
lr. Fixes. Eaclr Fix is licer]sed under the same terms as the Product lo which il applies ll a Fix is not provided for 0 npecific Proddcl, any use rigllts tulicrosolt plovides wilh the Fix \r,ill apply c. Non.lvllcrosoft sott,,vare nod technoloUy. Enrolled Atfiliale is solt.-ly responsible for any no - l\,4icl.osofl sollware or technology that it irlslalls or uses wilh tl're Ploducts or Fixes. llAIu roA(r'luSlSLCrI G]lNov2Dl6l Pn$e6otil
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rl. Restrictions. Enrolled nffiliale m(lst rot (and ls rol licensed to) (1) revelse engineer, deco[]pile, or disassemble any'Producl ot Fix, i2l inslall or use non-Microsofl soflv/are or lechnology in any way that ,.,/ould subiecl [,licrasoft s rntelleclual properly or technolooy io any . olher license terms; or (3) work aroun(l u,ry techlrcal ftrnilations in a ProdLrct or Fix or restrictions in Producl documenlalion. Cuslorner mlrst nol (and is not licensed tol () separate and rrrn paris ol a Paoducl or Fix orr rnore lharr one device, upgrade or dor.,/ngrade parls ol a Product or Fix a( di(ferent limes, or lransfer parls of a Produ(:t or Fix separately: or (ii) dlstribule, sublicense. rent. lease, lend ani Producls or Fi:{es ln whole or ir'r lla , or use thern tD oller hosting services to a third parly.i
e, Reservation of rights. Producis and Fixes are prolected by copyright and olher intelleclual ploperty rights laws and inle(dalional treaties. i,ricrosofl reserves all riglrts not e\pressly granted in this agreement. l.lo ghts will b€ granled or irnplied by v./aiver or esloppel. Rights to access or use Soltware on a bevice <lo not give Customer any right lo implemenl fulicrosoft l)olents or olher iJi(:r(rsoll anlellectual prope y in lhe device ilself or in an,/ other soltware or devices
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8. Confidentiality.
''Co0fiderrlial lnforinalion'is non-public inlornalion lhal is desigIated "cootidenlial" or thal a reasor]able person should understan(l is conlidenlial, including Custorner Oata. Confidenlial llfonnation does not include inloflnation thal (a) becomes publicli ayailable lvilhoul a breach ol this agreernent. (b) lhe r€ceiving party received lavdully frorn anolher source withoul a conlidentiality obllgation, (c) is independenlly developed. or (dJ is a comrrenl or suggestlon volunteered about lhe other party's business Droducls o. serv'ces.
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Each parly will take reasonable sleps to protecl lhe olher's Confidential lnforrnstion arrd v.,ill use the other porty's Confidential lnformatio^ only for t)urposes ol lhe parties busioess reletionship. Neitlrer party will disclose thal Confirjential lnlonnation lo lhird parties, excepl lo ils employees, Aftrliates, conlraclors. advisors and corrsultants ('R epresenlatives") and then only on ;r need-to-knew basis lrnder nondisclosrrre olrlEations at leasl aE prolective as tltis agreefient. Eilch parly lernains responsiDle for lhe use ol lhe Confidential lnforlnation l)y its Represer]tatives and, in tlre e'rent oI tliscovery of any rr na(,thofzed Lrse or disclosure, rnust promptly nolify the olher party.

A Farty m.1y disclose theother's Confidential lnFqrrnatio if re(tuired bylaw, bul only aller it nolilies lhe olhsr parly (if legally pernrissiole) to enable the olher pany to seel( a proleclrve order. fleither porty is re(luired to restrict worl( assibnments of its Replosenlatives v{ho have had access to Confidential Inlorrnation Eaclr party agrees lhal lhe use o, inlormalion retained in Represenlalives' Lrnaided menlories in th€ devoloprnenl or deployrnent of lhe parlies' respeclive products or servrces does nol create liabilily tlnder lhis Agreemenl or trade secrel law, and each party agrees to limit what it d;scloses to lhe othel accordinglv.

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These obligalions apply (i) for Customer D;ta unlrl rt is (leleted [rorn lhe Online Seryices, and (ii) tor all olher ConFidenlial lDfofination. for a period ol hve years aFter a party recBives the Confidential lnlornralion.

9. Privacy and compliance iitn u*".
a. EnrolFd n lliliate consents lo the processing ol personal inFol|nation by lvlictosoft and ils agenls to facilitale the subject matter bf this Agreemenl, Enrolled Atliliate r./ill oblain all required consenls trom lhird parties un(ldr applicable privacy and (lala proteclion lavJ before firoviding personal informatioI to i.,licrosoll
b, Personal informalion collected under this agreernenl (i) rnay lle lranslerred, slored arld processed in lhe United S(ates or any olher coLmtry in which Microsotl or its service providers mai.rtain lacililies and (ii) ,rill be sutject lo lhe privacy lerms sFeci,iecl in the Use Righls. l/icrosofl will allide by lhe requirements of European Economic Area and Swiss dala proteclion f:A20 lOi\0r(llslsl (i(l!rl( ;)ttl,,'/?O I iJi F:iCeTolll Obcu,llcnr X?r).10209
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law legarding the colleclion, lse lransler. retentior], ancl other ptocessirrg oF personal dala trofi the European E(|or'(nnio n iea and Switzerland,
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U.S,exDorl. Productsand Frxesare subject loU.S. exporl jurlsdiction- Enrolled Af{iliate musl comdy with all applicable in,ternational and national lavJs. inclLrding the u.S Eyporl ndnrinistration Regolalions and lnlernational Traflic in n trns RegUlalions, and end-use., end use and deslinalion reslricllons issLred by U S. and olher governrnenls related to l',4icrosofl producls, services and lechlrologies

10. Waffanties.

Lirritecl warranties an(l rernedies.
(i) Soatware, ltlicrosoll waffadls lhat each v€rsion of lhe Sollr,rare vr'ill perform sutlstantially as described in the applicable Product docun'rentation lor one year fronr the date the Enterprise is firsl license(lrlor lhat version ll it does nol and lhe Enlerprise notilies fvlicrosolt within lhe warronty lerrn, lhen tulicrosotl will. al ils oplion (1) relurn lhe price Enrolled nfliliale paid for the Softwarc license, or (2) repair or replace the Software. lii) Onlineservices, lvlicrosoli warrallts thateach Onhne Service will perlol]n in accordance wllh lhe applicable SLA (lrrrlng lhe Enlerprise's use. TIle Enlerprise's terltedies For breach of lhis war.anty "ire in the SLA.

The rernedies abovs are ltr€ Enlerprise's sole rernedies for br€ach ol lh€ vrarranties in ltris seclion. Cuslorner waives any bteach ot tr'arranty clainrs nol made d uring lhe warranty period Exclusions. The !./arranties in this agreement do nol apply lo problonrs caused by accident, abuse, or use in a nranner irrconsistent wilh this Agteernenl. inclucling faiture lo meet ntinimum system re(luirernenls. These lwarranties clo not apply to Free, lrial, pre-release, or beta produrts. or to conrponents o[ producls that Enrolled AFfiliate is permitted to redislribt 6.

Oisclaimer, Except ,or lhe'lirnited war.anties above, Microsoft provides no other warrarrties or condlllons arid disclairns any other express, atnplied, or statutory yrarranties, inclrrding lvarranlies ot qtlality, litle, nolr-infringemenl, merchantability, aDd titness lor a par{icular pirrpose.

11. Defense ot lhird party claims.

The parties will dEtend each other againsl lhe third-party clainrs clescribed in lhis section and will pay the amounl ot any resulting adverse frnal judgrdent or approved selllement. but only if the delerding party is l)romplly [otiti€d in wriling ol the claim and has ltrc righl to conl.ol the deFerse and any settlemenl of it. The party being deFended Inust provide the detending party r.,rith all requesled assislance. inlofinalion, and aulhority. The defending party vi ill reimburse the olher pady for reasonat,le out-ol-fJockel expeoses it incurs h't ploviding assistance. This section describes lhe parlies'sole rernedies and entire liability for such claims a. By Microsolt. Microsolt willdelend Enrolled Affiliale againsl any lhird-parly clainr totheextent it alleges lhat a P.oducl or Fix made available by nricrosofl for a fee and used within the scope oF the license granted (unmodified [rom the fornr provided by Microsofl and not co bined with a ythillg else) rllisappropriales a lrade secret or directly inlringes a patent, copyright. trademark or other prop.ietary righl ol a third party. lf Microsofl is unable lo resolve a claim of ioiingenrerlt under conmercialiy reasonable lernrs, il may, at ils option, eilher (l) rnodify or replace ltre Producl or Fix with a lunclional equivalent: or (2) terminale Enrolled Alllliale's license and refund any prepaid license lees (less deDreciation on a five-year, straight-line basis) for perpetual licenses snd any amo(nt paid for Online Sen/ices for any usage period aller the lennirlatlon date. Microsott rvill not be liable for an y clalms or damages dUe lo Enrolled Affrliate's continued use ofa Prohr.rclor Frx alte. being notitied to stop due to a thkd-party clainl. b, By Enrolle(l Ariiliate. 'l'o lhe dxtent permilted by apt)licable l8\,v. Enroll€d AFf iliate ',vill defend Microsolt against any lhird-party claim lo lhe extenl it alleges thal: (1I any Custonrer Dala or I
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non-Microsoft soltwat'e hosled in arl Online.Service by Microsoft on Errrolled Afliliate's behalf misappropriates a trado secrel or directly infringes a pateot, copyright, lradernark, or other proprietary dght of a lhild partyi or (2) Enrolled Affiliate s use of ary P.o(lucl or Fix, alone or i,r combinalion \,rith anylhing else. iiolales lhe 1a,.,,/ or darnages a lhird party

12. Limitation of liabitity.
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Fo[ each P.oducf. each par ly s r]laximu|I, a{lrregate labil(y to the ollrer Urder lhis Agreerlrerrl is I rniled to direcl danrages Iinally awarded ir'l an arnounl llot to excoed lhe amorrrts Enrolled Affiliate was requirecl to pay for lhe applicable Products drrring thel(e,rr! ol lhis Ag,eemenl, stiblecl lo lhe followillg:
a. Ooline Scrvices. Por Online Sdrvices, I\iicrosofl's maxirnum liabilily to Enrolled Affiliate for any inciderrt giving rise to a clainl will nol exceed lhe amolrnl Enrolled Alfiliate Paid fol the Online Servlce dl;ing the 12 months before the inci(lenl.. b. Free Products ard Dlstrilrutatile Cocle, For Producls provicled free of charge and code that Eorglled Affiliate is aulhorized lo r.edistribute to lhird padies wrthoul separale payment to lvlicrosolt, Microsoft's lialrility is limited to direct darnages tinally awarded trp lo US55,000. c. ExclusloDs. ln no everrl will either parly be lisble lor rndirect, inci(lenlal, special, punitive, or aonsequential damages, or for loss of ltse, loss ol busirless inlolmation, loss ol reventle, or interr(plion ot business, howevdr caused or on any theory of liability. (1. Excoptions. No lirnilalion or exhlusions will app ly to liability arising oul of eithel parly's (1) conlidenliality obligations (except for all liability relaled lo Cuslourer Dala, whicll wall lemairl sutlject lo lhe lirnitalions and €xclusions abovel; {2) defense obligations: or l3) violatiorl of the other party's inlelleclual properly rights.

13. Verifyingcompliance.
a. Right to verify campllance. Enrolled Alltliale rnust keep reco(s relating to all use and distributbr of Products by Enrcilled Affiliale and i(s Atfiliales. [4icrosofl has the righl, at its expense, to the exlent pennilted by applical)le lav/. lo verify compliance v'?ith the Frdltrct's license ternr!. Enrotted Atfiliate rnust prornplly provide lhe independe[t audilor with any informatlon llre auditor reasonably reqr|ests in f(trltrerance ol the veilicalion. atrc uding access to syslems rurlning llre Products and eyidence ol Licenses for Prodtlcts En,olled Affiliate hosts, suhiicenses, or rlEtributes to lhird parties. Enrolled Afliliale agrees to conrpl€t€ l\,rticrosofl's self-a(dit process, which Microsoft n]ay require as an alterrlatlve to s third party audil t) Retnedles for llon.con)pliance. lf verification or sell-audit revenls any [nlicensed lrse o. distribution. therr wilhin 30 days', {1) Enrolled Afliliale must order sufllcient Licenses to cover thal use or clistrihution, and (2) i[ unlicensed (rse or distribulion is soli or rnore. Enrolled Affiliat€ rnusl reinlDurse Microsolt foI tlie cost Microsoft has incurred in verification and acquire the necessaty ad(litional licenses ,i t2So ol the price based on the then-currenl price list and Enrolled Affiliate price lcvel. Thi unlicensed use perceolage is based on lhe total number ol licenses purchased conrpared tcj€ctual install base. lf there is no unlicensed nse, Mic.osoll erill nol subiect Enrolled Affiliale toianotner verilication For al least on€ yea[. By ex€rcising th€ riohts and procedures described above. Mic.osofl does not waive its nghls to enlorce this Agreerner'rt or to p.olecl its inlellectual properly by any olher nreaos Permitted by law. c. Verification process. lvlicrosoft will notily Enrolled Alllliale al leasl 30 days in ad'./ance of its intent to verify Enrolled Affiliate's compliance !.Jith the license lerlns for ihe Producls Enrolled Affiliare and its Alliliales use or dislribule. MicrosoFt willengage an inclependent ardito.. which vrill be subject to a conliderrtiality obligation. Any rnformatio[ collected in the seltaudit will be used solely lot.purposes of determining conrpliancc. Tlrs verilicatioo will lake plsce during norrrEl business horJrs and in a manner llral does not interlcre (nreasonably with Erlrolled Atfiliate's operations.

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14. Miscellaneous.
1 a. UsG ol co [traclors. Mic rosolt moy u se contraators to Derform se nrices, b ul wr be resporlsible for lheir r:erlotnranc€ strbiecl to lhe lefins olthrs Agreenrerrl l). Microsoft as irrdependenl aoJrtru"tor. The p.irlies .ire indepen(lenl conlraclors. Enrolle(l Afliliate and Microsoll cach rndy (levelop t)roducls independently ,,vilhout using tho others Conlidential lnlonrratiorl
c. Notices. N olices to u rcrosolt nrlLrstbcsent to the a(ldress on f he srgnalL,re loflr r. Norices rnusl be in witing and will be trealed as delivered on the date sho\,,/n on the rel(rn receipt or on the courier or lax conlifinatior ol delivery. uicresolt rnay provide rnformation to Enroll€d Alfiliale aboul tDcomlrg ordering deadlines. servic€s, and sul)sciption informatlon in electronrc lofln, including by email to conlacts provided hy Enrolled Affiliale. Enrails will l)e trealed as (ielivered on the transmissiofi date.
(1. Agrccrnont not exclusive. CLrslon'rer is free to enter into agreenrenls lo license. Lrse o, promole non-Microsolt products
e. Anlendrnsnls. A,1y arnendmerit to lhis Agreement must be executed by bolh parlies. except thal llticroson may change thd Procluct Terms and the Use Righls fmrn lirne lo time hl accordance \,rith llre lerrns ol tlris Agreernenl. nn, conllicting termsand condilions coolaine(l ir) an Enrolled Alliliate's purchasb ortler will not .rpply. Microsoft may require CIslorner to sign a ne\,, agreemenl or an anrendnrenl belore aI Ertrolled Alllliale er]ters into an Enrollrnenl undeJ ris agreer]renl I
f- Asslgnment. Eithet parly rnay assign this Agreernenl to an Affiliale, bul musl nDtify lhe other party in writing-of the assignnreht. Any other proposed assignmenl rnust be approved by lhe non-assigning pady in wriling. Assignrrrenl ,,',,illnol relieve tlre assigning pany ol its obligations under llre assigned agreement Any altempl€rl assignment ,.vitlrcul required approval will be void.
g, Appllcable lawl dispule resol,lrtion. Tlre terms ol llris Agreerrsnt v,ill be goveftred t)y llre laws ol Cuslomcr's stale, wilhout grving eftecl to its conllicl ol laws. oisputes relating to this Agreemsnt will be subiect to applicable dlspule rcsolutiorr laws of cuslor)ler's state. lr. Severabllity. llanyprousion inlhis agreernenl is held to be urrenlorceable, lhebaiancaofthe igreernerll rvill remain ir full forie and eflec,t
i. Waiver. Faihrc to enforce any'pro,rision of this agreeDrent !,rill not constitule a waiver. Any waiver musl be in writing and signed l)y the waving parly.

No thlrd.paray beneflclarles
rights.
'This Agreement does nol crRale any lhird-parly beneficiary I
k. Snruival. All provisions survive lennilralior] or expiral on ol this Agreernerrt excepl those re(luiri]rg perfornrance orly durirlg tlre terl]r of lhe Agreement, l. Managemcnt and Reportlng. Qustomer ancl/or Enrolled Afliliate nray nranage acco(nldelails (e.9., contacts orde.s, Licenses. software dorvnloads) on Microsoft's Volume Licensiog Service Conlef ('VLSC') web site (or srEcessor site) at l][urs //wv v nricaolqllcor]lllicensirro,fseryl,:ecenter. Upon the effeclive dale of lh s A0reenrenl li<iE-nv e,i6li eiillrr:Jiontiiif st r,lerwie,rr rcr, this purpose ,r,/itt be providecl acce.ss to this sile and may aullrorize addrtional Lrsers and contacts. m. Orde. of precedence. lnlhecaseof a conllici betr,/een any docunrenls in tlris Agreemenllhat ls nol expressly resolvecl in lhosd docunr€nls. lheir ternls will conlrol ir\ llre following order frollr highest to lDwest priorily: (1) lhis Enterpriss Agreemenl, (2) arly Enrollment. (3) the Producl Terms. (4) lhe Online Services Terms, (5) o(lers subo]ilted ullder this Agreemenl, a^d (6) arry otlrer docunrents in this Agreehlenl. Terms ln an art]endrnerl control over the amended docr.rnen, and any prior 3melldrnenls concernin0 lhe same subiecl malter.

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n. Fr€e Prodtlcts. ll is lr/icrosoll'd intent that the terms olthis Agreemenl and the Use Righls be ro corirpliance with all applicable lederal law and regulations. Any lree Producl provided to E'rrolled Altiliale rs tor the sole irse and henefit of the Enrolled Alriliate, and is |rot provided for use lry or personal benefit of ani specific government enrployee o. Voluntary Product Accessibility TeDlplates. lvlicrosolt supports th€ governrnents obligalion lo provide accessible lechnologies to ils cilizerls witlr disabilities as req(ired by seclion 508 ol lhe Rehabilitation Act of 1973, aod ils slale larfl counterparts. The Voluntary Producl Arcessil)ility Tell]plates ('VPATS"] for the Microsofl techoologies used irl providh$ th€ Orline Seruices can be found at Microsoft's VPAT page. Further informati(1n r ega(jing nricrosoft's coflrnrilmer'rl to accessibilily can bE lound at lltlp ,//w,*vr.flicrosofl.cor r't/enabl€. p. Natural dlsaster. l,) llre e.rent ol a "Iatural disaster,' Microsofl rnay provide additional assistance or rights by posling tlem on JIlgl4l4.lUufftllSsgg-gglf at such iime. q. Copyrighl vlolatlo[. Excent as sel Foih in lhe seclion above entilled 'Transfelling and reassignlng Lacenses', the Enrolled n fliliate agrees to Day for, and comply wilh lhe lerms of this Agreenrent and the Usa Righls, for the Products it us€s. Except to tlrg ex te nt En rolled AFfilial€ rs licensed ur)der llris Agreefirad. it lvill be responslNe lor ils br'each of lhis contract and violation of Microsofl's copyri0hl in the Products, including paynent of License fees specified in this A0reement for Lrnlice0sed use.

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f; 'Mit:rosoft Vol u rrrr: i-ic.ens in gl
supplemental Contact lnformation Form
This lorm catl be used n combinalioh wilh MBSA, Agreernent, and Enrollment/Registration l{owever. a separale form mrsl l)e submiited for eaclr enrollment/registration. \.,ten more lllan ohe is subnritted on a signat(fe lorm. For lhe purposes ol tlis form, 'elltily" can mean lhe signing entity, Cuslorrrer, Enrolled Atfiliate, Goverrrnterrt Palloer, lrrstilution, or olhe/ party errlerirrg inlo a volurne licensino prooram agreement. Primary and Notices con(acts in this form will nol apply to enrollments or regislralions.

This forin applies to E rrBsA I
ffi Agreement
fl EnrottmenuAllitiate Registration Fonn
lrsert primary e tity narne if rnore lh6n one Enrolhnent/Regislration Fornr is submilted
Contact information.

Each party vr'ill roliry lhe olher in writinsl il any of the inloflnalion in the followin! conlact inforinalion page(s) changes. The aslerisks (') indicale required fields; if lhe entlty chooses lo designate other conlact Lypes, tlre sarne required fields raust be corhpleted lor each sectiorl. By provi(ling conlacl inloanalion. entily consents to its use for DUrposes of adnrinistering the Enrollment by Microsofl and other pa(ies that help Microsott admi]rister thrs Enrollment Th6 personal nlo,mation provided in connection with llris agr6en)ent r,rill be used and piolecle(l accordirrg !o tlte privacy slalen'tenl available al htlrrs:i,rlicensi ml.rosoll-con'r

1. Additional notices contact,
This contact receives all nolices tlral are senl from l\ icrosoft. No online access is granted to this lndividuat,
Narne of entity' Counly of Riverside i
Colrtact llanrc': Flrst Regina Lasl FLrnderlrurk
Contacl enrall address' [email protected]
Slroel addross'3450 J4lh Slreel, 4th Flooi
City' Riverside Slal€/Provlnce' California Postal co(le' 92501-3861 Country'USA
Phone'951-955-2265 Fax I
D This contact is a tlrird party (not tlre en[ity,. UJaning lllis cor]tact ,eceives personally identifiable informalion ot lhe entily.

2. Software Assurance manAger.

This cootact will receivc online pernrissiohs to rnanage ttre Sollwar€ Assrrrance benelits Lrnder llre Efrollment or Regish alion.

Name ol entlLy' Counly of Rverside
Contact narne': First Regina l-ast Fflnderburk
Contact elnail address' [email protected]
Street address' 3450 14th Slreet. 4th Floor,
City" Riverside State/Provlnce' Calilofl ria
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Postal co.le' 92501 -3861
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'l
Country" USA
Phqne' 951.955-22(i5 Fax
E This contact is a third parly (Dot the enlity). Warning: This conlact recelves personally identiliable inlorrnalror) of the entily.

3. Subscriptionsmanager.

This conlacl will assign lvlsDl'l, Expression, and TechNel Plus subscription licenses lo tlre individual subsclibers under lhis Enrolhnent o[ Regislration Assignnrent of lhe subscription licenses is necessary for access to any of lhe online benefits, such aE subscription downloads. This contacl will also manage any con]pljmentary or additionalrne(lia purchases related to lhese sLrbscriplions Name of entity' Counly of Riverside
Cdntact ame': First Reqirta Last FUn(lerburk
Cootirct emall address' [email protected]
Street a(ldress'3450 14lh Slreet,4th Floor
Cily' Riverside State/Proviflce' California Postal code' 92501-3861 Country'USA
Phorrc' 951-955-2265 Fax
! This contact is a third party (not the entity). Vvarninar 'fhis contact receives personally identiliabte lnformathn ol the eItity.

4. Online services manager.

Tltis contacl will be provided onlir're peflnissions lo manage the online service$ ordered under llre Enrollment or Reqistralion.

Nanre ol entity' Counly of Riverside
Cootact narner: First Luis Last Flores
Contacl email address' LFFlores@livco org
Street addrcss' 3450 14lh Slreet, {lh Floor
City' Riverside Slate/Provilrce' Califonria Postal code' 92501-3861 Courrlry'USA
Phonc' 951"955-8114 Fax
fl Thls coDtact is a thid parly (llot llre entily). Wsrning: This contact receives perso[ally identiliable information of the Bntily.
5- Customer Support Manager (CSM).

This person is deslgnated as the Customer Supporl Mana0er {CSM) for suppon-relate(l activities Narne ol eItlty' County ol Riversi(le
Contact name': First Lois Last Flores
Corrtact enrail address' LFFIores@nvco org
Slrccl address'3450 14lh Street 4th Floor
Gity'Riverside StatelProvi ce' Calilornia Poslal code' 9250 t"3861 Country'USA
Phone' 951-955-B'l'14 Fax

6. Primary contact informatiort.

An individual fronr inside lhe orgaoizalior nrust serve as the prinrary contact. This contact receives online adminislrator permissions and nray grant online access to olhers. This co[lact also receives all nolices Lrnless [ricrosoft is provided wrilleo nolice ol a cl)ange.

Name of ontity' County of Riverside
Supc4rlracllrtoForrn(NA.lll'J1(ENt'i)it)11211 1:lJ Prgc 2 L1l :! Conlact narnc': First Jim Last Sfiltth
Corttact emill ad(lress' timsmith@rivco,org
Street address'3450 14lh Street, 4th Floor
City' Riverside State/Provlnce' CA Postal code' 92501-3861 Country^ US
l)ho[et 951-231'5S09 Fax

7. Notices contact and online administrator infomtatlon.

This irldividual receives online ard[]inislrator permissiors ard may granl or)lioe access to olhers. This contact also receives €ll notices
I San,e a.s lr n)ary coolaci
Name of cntity'
Contacl rrarne': First Last
Cor)tacl el|rall addr€Bs.

Stlocl a(l(lress'
Clty' Staae/Province' Poslal code"
Courttry'
PhonB" Fax
lf This contacl is a third pany (not lhe entily) Warni|Er This corlacl receives perconally identilisble infor ration ol lhe entity.

SUF:oIracrt,ft )Frtr r(NA.rNr)lr:ir(;lr()cr?r) | 3l FnlB 3 c,l 3 !r Microsoft Volume Licensing
Program Signature Form
MBA/MBSA number
Agaeement numter
Ngts: Enter the applicsble acliw numbeE €ssociatod with the documents below. Microsofl requires the a$ociated adive number be indicatod h€re. or lisled bclo$, as new.

For the purposes of this form, "Cuslomef can mean the signing entity, Enrolled Affiliate, Govemment Partner, lnstitution, or other parly entering inlo 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 documenls incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. \tr\tr
DATF
' indicates required field
Select PIus Agreement x2.0-04874
<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 )420-04921
<Choose EnrollmenVRegistration> Document Number or Code <Choose EnrollmenyRegistration> Document Number or Code <Choose EnrollmenUReoistration> Document Number or Code <Choose EnrollmenUReqistration> Document Number or Code Document Description Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
Oocument Description Document Number or Code
Document Description Document Number or Code
Number or Code
Printed Title' Procurement Contract Specialist
Signature Dale' 07 I 17 12013
al entity name). County of Riverside

DC IY CO
S
( st
i3Y
Printed First and Last lnes Mark FOR
Name of E
Slgnature*
Tax lD 95-6000930
ProgramSignForm(MSSignXNA,LatAm)ExBRA,ML(ENGXOct20 1 2) Page 1 of 3 Contract Document
Proposal lD
Customer
Microsoft Licensing, GP
Printed First and Last Name
Printed Title
Signature Date
(date Microsoft Affi liate countersigns)
Signature
Effective Date
(may be ditferenl than Microsoft's signalure date)
Name of Entity (must be legal entity name)'
Signature*
Printed First and Last Name'
Piinted Title'
Signature Date'
Optional 2"d Customer signature or Outsourcer signature (if applicable) " indicates required field
* indicates required field
lf 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 lhe signature form is fully executed by Microsoft, Customer will receive a confirmation copy.

Microsoft Licensing, GP
Dept. 551, Volume Licensing
6'100 Neil Road, Suite 210
Reno. Nevada 8951 1-1 137
USA
Name of Entlty (must be legal entity name)'
Signature'
Printed Fir6t and Last Name'
Printed Title'
Slgnature Date*
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENGXOcr201 2) Page 2 of 3 Microsoft Affiliate
Customer
Outsourcer
Prepared By: Name of Preparer
Emarl of Preparer
ProgramSignForm(MSSig nXNA L atAm)Ex BRA.I\,'l t (E NG)(Ocl20'12) Page 3 of 3 IIr, Microsoft Volume Licensing
Definitions...-..

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

How to establish pice level
License grant
-
what Registered Afftfiates are licensed to run. .-.,........

How to know what Product Use Rights app|y..,...,.,.,..

How to order Product Licenses. ....

Making copies of Products and re-imaging rights.

Select Plus License Program Agreement State and Local
Contents

1. 2.

3. 4.

5. 6.

7. 8.

9. 10.

11. 12.

13. 14.

15. 16.

17. 18.
10 11
12 13
11 14
1 3
3 3
4 5
6 6
7 8
9 9
Defense of infringement, misappropriation, and third patv claims-.......

Limitation of liabili
VerWing compllance. .......,,....,.......

Non-Mictosoft Sot7h are or fechno|oqy......................

Miscellaneous....

This Microsoft Selecl 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 agreemenl 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
(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 lype of governmental instrumentality established by the laws of Cuslomer's stale and located within Customer's state jurisdiction and geographic boundaries; and