Agenda — Hemet City Council, November 12, 2024 (part 8 of 13)

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intellectual property right protection, or other papers or instruments which may be necessary or desirable to fully secure, perfect or otherwise protect to or for the City, its successors, and assigns, all right, title and interest in and to the content of the deliverable materials. For purposes of this section deliverable materials include all works, tangible or not, created under this Agreement including, without limitation, documents, material, data, reports, manuals, specifications, artwork, drawings, sketches, computer programs and databases, schematics, photographs, video and audiovisual recordings, sound recordings, marks, logos, graphic designs, notes, website, domain names, inventions, processes, formulas matters and combinations thereof, and all forms of intellectual property. The provisions of this paragraph are binding on the successors, assigns and heirs of Consultant and shall survive the termination of Consultant’s Services under this Agreement.

SECTION 9. CONSULTANT’S BOOKS AND RECORDS
(a) Consultant shall maintain any and all documents and records demonstrating or relating to Consultant’s performance of the Services. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to work, services, expenditures, and disbursements charged to City pursuant to this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the Services provided by Consultant pursuant to this Agreement. Any and all such documents or records shall be maintained for three (3) years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures. (b) Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit, and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Consultant’s address indicated for receipt of notices, “Section 23,” of this Agreement.
(c) Where City has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Consultant’s business, City may, by written request, require that custody of such documents or records be given to the City. Access to such documents and records shall be granted to City, as well as to its successors in interest and authorized representatives.

SECTION 10. INDEPENDENT CONTRACTOR

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(a) Consultant is and shall at all times remain a wholly independent contractor and not an officer, employee, or agent of City. Consultant shall have no authority to bind City in any manner, nor to incur any obligation, debt, or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. (b) The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Consultant or any of Consultant’s officers, employees, sub consultants or agents except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. (c) Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may have to any such rights.

SECTION 11. STANDARD OF PERFORMANCE
Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent, and professional manner. Consultant shall at all times faithfully, competently, and to the best of its ability, experience, and talent, perform all Services. In meeting its obligations under this Agreement, Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Consultant under this Agreement, and shall use such skill, prudence, and diligence as other members of Consultant’s profession commonly possess and exercise. In addition to the general standards of performance set forth in this section, additional specific standards of performance and performance criteria may be set forth in Exhibit “A” “Scope of Services” that shall also be applicable to Consultant’s work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general.

SECTION 12. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES Consultant shall keep itself informed of and comply with all applicable federal, state, and local laws, statutes, codes, ordinances, regulations, and rules in effect during the term of this Agreement. Consultant shall at all times observe and comply with all such laws, ordinances, and regulations, and shall be solely responsible for any failure to comply with all applicable laws, ordinances, and regulations. Consultant represents and warrants that Consultant has obtained or shall promptly obtain all necessary licenses to perform the Services set forth in this Agreement

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and that such licenses are in good standing, including but not limited to obtaining a City business license. Consultant further represents and warrants that the services provided herein shall conform to all ordinances, policies, and practices of the City. Neither City nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Consultant to comply with this section.

SECTION 13. PREVAILING WAGE LAWS
Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. To the extent applicable, Consultant shall defend, indemnify, and hold the City, its elected officials, officers, employees, and agents free and harmless from any claim or liability arising out of any failure or alleged failure of Consultant to comply with the Prevailing Wage Laws.

SECTION 14. NONDISCRIMINATION
Consultant and subconsultants shall not unlawfully discriminate, harass, or allow harassment against any person because of sex, sexual orientation, gender, gender identity, gender expression, reproductive health decision-making, race, color, religious creed, marital status, ancestry, national origin, medical condition, genetic information, age, disability (mental and physical), or military or veteran status in connection with or related to the performance of this Agreement. Consultant and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, § 12900 et seq.) and the applicable regulations promulgated thereunder (Cal. Code of Regs, tit. 2, § 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, § 12990 (a)-(f), are incorporated into this Agreement by reference and made a part hereof as set for in full (Cal. Code of Regs, tit. 2, § 7285.0, et seq.). Consultant shall include the non-discrimination and compliance provisions of this section in all subcontracts to perform work under this Agreement.

SECTION 15. CONFLICTS OF INTEREST
(a) Consultant covenants that neither it nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of the Services. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.

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(b) City understands and acknowledges that Consultant is, as of the date of execution of this Agreement, independently involved in the performance of non-related services for other governmental agencies and private parties. Consultant is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for the purposes of this section. (c) City understands and acknowledges that Consultant will, perform non-related services for other governmental agencies and private parties following the completion of the Services under this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section.

SECTION 16. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law. (b) Consultant, its officers, employees, agents, or sub consultants, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent, or sub consultant of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs, and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents, or sub consultants be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right but has no obligation, to represent Consultant or be present at any deposition, hearing, or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right of City to control, direct, or rewrite said response.

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SECTION 17. INDEMNIFICATION
(a) To the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with legal counsel reasonably selected by the City) and hold harmless City and any and all of its elected and appointed officials, officers, employees, representatives and agents (“Indemnified Parties”) from and against any and all claims, actions and proceedings (whether at law or equity, administrative or judicial), demands, orders, judgments, losses, injuries (including, without limitation, injury to or death of an employee of Consultant or sub consultants), liabilities of every kind (including, without limitation, incidental and consequential damages, court costs, and litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and cost of investigation), damages, costs and expenses, including attorney’s fees and costs, (collectively "Claims") that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, performance of Services by Consultant, its officers, agents, employees, representatives, sub consultants, anyone directly or indirectly employed by any of them, or anyone that they control. Consultant’s duty to indemnify, protect, defend, and hold harmless Indemnified Parties, shall not include any Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. (b) Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every sub consultant, subcontractor, or any other person or entity involved by, for, with, or on behalf of Consultant in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Consultant fails to obtain such indemnity obligations from others as required here, Consultant agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns, or heirs of Consultant and shall survive the termination of this Agreement and this section.

SECTION 18. INSURANCE
Consultant agrees to obtain and maintain in full force and effect during the Term of this Agreement the insurance policies set forth in Exhibit “C” “Insurance” and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content.

These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Consultant agrees to provide City with copies of required policies upon request.

SECTION 19. ASSIGNMENT
The expertise and experience of Consultant are material considerations for this Agreement. City has an interest in the qualifications and capability of the persons and entities

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who will fulfill the duties and obligations imposed upon Consultant under this Agreement. In recognition of that interest, Consultant shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Consultant’s duties or obligations under this Agreement without the prior written consent of the City, which may be given in the sole and absolute discretion of the City Manager. Any attempted assignment shall be ineffective, null, and void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including termination of this Agreement pursuant to Section 21 “Termination of Agreement.” City acknowledges, however, that Consultant, in the performance of its duties pursuant to this Agreement, may utilize sub consultants.

If in the performance of its duties Consultant utilizes sub consultants or subcontractors, Consultant covenants that subcontracts, if any, shall contain a provision making sub consultants or subcontractors subject to all provisions stipulated in this Agreement, including without limitation, the insurance obligations set forth in Section 18 “Insurance.” The Consultant acknowledges and agrees that the City is an intended beneficiary of any work performed by any sub consultant or subcontractor for purposes of establishing a duty of care between any sub consultant or subcontractor and the City.

SECTION 20. CONTINUITY OF PERSONNEL
Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors / sub consultants, if any, assigned to perform the Services.

Consultant shall notify City of any changes in Consultant’s staff and subcontractors/sub consultants, if any, assigned to perform the Services prior to and during any such performance.

SECTION 21. TERMINATION OF AGREEMENT
(a) City may terminate this Agreement in its sole and absolute discretion, with or without cause, at any time by giving written notice of termination to Consultant. In the event such notice is given, Consultant shall cease immediately all work in progress. (b) Consultant may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City.
(c) If either Consultant or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Consultant, or City may terminate this Agreement immediately upon written notice.
(d) Upon termination of this Agreement by either Consultant or City, all property belonging exclusively to City which is in Consultant’s possession shall be returned to City.

Consultant shall furnish to City a final invoice for work performed and expenses incurred by Consultant, prepared as set forth in Section 5 “Method of Payment and Invoicing” of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 5 “Method of Payment and Invoicing” of this Agreement.

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(e) Upon written notice, City may suspend all or any portion of Consultant’s performance under this Agreement at its sole option and for its convenience for a reasonable period of time not to exceed six (6) months. City will pay to Consultant a sum equivalent to the reasonable value of the services satisfactorily provided up to the date of suspension. City may rescind the suspension prior to or at six (6) months by providing Consultant with written notice of the rescission, at which time Consultant would be required to resume performance in compliance with the terms and provisions of this Agreement. Consultant will be entitled to an extension of time to complete performance under this Agreement equal to the length of the suspension unless otherwise agreed to in writing by the Parties.

SECTION 22. EXCUSABLE DELAYS
Neither Party shall be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of either Party. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes.

SECTION 23. NOTICES.

All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return receipt requested, addressed as follows:

To City: City of Hemet
Attn: City Manager
445 E. Florida Ave.

Hemet, CA 92543
To Consultant: NV5, Inc.

Attn: Jay Fahrion
42-829 Cook Street, Suite 104
Palm Desert, CA 92211
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service.

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SECTION 24. AUTHORITY TO EXECUTE.

The person or persons executing this Agreement on behalf of Consultant represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Consultant to the performance of its obligations hereunder.

SECTION 25. ADMINISTRATION AND IMPLEMENTATION.

This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 27 “Amendment” and the City Manager’s contracting authority under the Hemet Municipal Code.

SECTION 26. BINDING EFFECT.

This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.

SECTION 27. AMENDMENT.

No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Consultant and by City. The City Manager shall have the authority to approve any amendment to this Agreement if the total compensation under this Agreement, as amended, would not exceed the City Manager’s contracting authority. All other amendments shall be approved by the City Council. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void.

SECTION 28. WAIVER.

Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement.

SECTION 29. LAW TO GOVERN; VENUE.

This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of Riverside, California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside.

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SECTION 30. ATTORNEY’S FEES, COSTS AND EXPENSES.

In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney’s fees, costs and expenses, in addition to any other relief to which it may be entitled.

SECTION 31. ENTIRE AGREEMENT.

This Agreement, including the attached exhibits and addendums, along with any amendments thereto, is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Consultant and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid and binding.

SECTION 32. SEVERABILITY.

If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s).

SECTION 33. INCORPORATION AND CONFLICTING TERMS.
(a) The following documents are incorporated and made part of this Agreement by this reference:

1. All exhibits and addendums

2. All amendments

3. Consultant’s proposal, if any

4. Any laws, regulations, requirements, or restrictions, applicable to the funding source used by City to pay Consultant for any portion of work done under Agreement (“Funding Restrictions”)
(b) The documents listed above shall be referred to collectively as the “Agreement Documents.” The Agreement Documents are intended to be complementary, and a requirement in one Document is effective as if it appeared in all the Documents. In the event of a conflict between any of the Agreement Documents, the Documents shall be given effect in the following order: Funding Restrictions, Amendments (most recent first), this Agreement, Insurance requirements, exhibits and addendums, and Consultant’s proposal. Where the requirements of one Document are more stringent then another the more stringent shall govern.

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SECTION 34. TIME OF THE ESSENCE.

Time is of the essence for each and every provision of this Agreement.

PROFESSIONAL SERVICES AGREEMENT

FOR ON-CALL LAND SURVEYING SERVICES
BETWEEN THE CITY OF HEMET AND NV5, INC.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

CITY OF HEMET
___________________________
Mark Prestwich
City Manager
ATTEST:

CITY CLERK
By: ___________________________
APPROVED AS TO FORM:

CITY ATTORNEY
By: ____________________________

CONSULTANT
By:

Its:

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Exhibit A – Scope of Services
Page | 1
EXHIBIT “A”

SCOPE OF SERVICES
Throughout the course of providing on-call land surveying services to the City of Hemet, consultants will perform various surveying tasks in support of City construction projects at the request of the City. These tasks may include, but are not limited to:
• ALTA surveys
• field topographic surveys
• research of existing utilities information or base maps • boundary surveys
• as-built surveys
• construction staking
• preparation of legal descriptions
• corner records
• lot line adjustments and lot mergers
• aerial mapping and photography

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Exhibit B – Compensation
Page | 1
EXHIBIT “B”

COMPENSATION

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EXHIBIT “C”

INSURANCE
(A)INSURANCE REQUIREMENTS. Consultant shall provide and maintain insurance, acceptable to the City, in full force and effect throughout the Term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by Consultant, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. Consultant shall provide the following scope and limits of insurance:

1. MINIMUM SCOPE OF INSURANCE. Consultant shall maintain the following types and limits of insurance.

2. MINIMUM LIMITS OF INSURANCE.

GENERAL LIABILITY INSURANCE. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.

AUTOMOBILE LIABILITY INSURANCE. Consultant shall maintain automobile liability insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.

PROFESSIONAL LIABILITY (ERRORS & OMISSIONS) INSURANCE. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.

WORKERS’ COMPENSATION INSURANCE. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000 per accident or disease). Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers.

UMBRELLA OR EXCESS LIABILITY INSURANCE. [Optional depending on limits required]. As an option to meet the limits of insurance required by this Agreement, Consultant may obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary

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coverages set forth above, including commercial general liability, automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions:

1. A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason;

2. Pay on behalf of wording as opposed to reimbursement;

3. Concurrency of effective dates with primary policies;

4. Policies shall “follow form” to the underlying primary policies; and

5. Insureds under primary policies shall also be insureds under the umbrella or excess policies.
(B) OTHER PROVISIONS. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, canceled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to City. (C) OTHER REQUIREMENTS. Consultant agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City Attorney may require that Consultant furnish City with copies of original endorsements effecting coverage required by this Section. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time.

1. Upon request from the City, Consultant shall furnish certificates and endorsements from each subcontractor identical to those Consultant provides.

2. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to City or its respective elected or appointed officers, officials, employees, and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims.

3. The procuring of such required policy or policies of insurance shall not be construed to limit Consultant’s liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement.

4. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on

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a primary and non-contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

5. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its sub consultants.

6. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies

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PROFESSIONAL SERVICES AGREEMENT

BY AND BETWEEN

THE CITY OF HEMET

A CALIFORNIA MUNICIPAL CORPORATION
AND

RTM ENGINEERING CONSULTANTS, LLC

A LIMITED LIABILITY COMPANY
AGREEMENT # 2025-049

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PROFESSIONAL SERVICES AGREEMENT

FOR ON-CALL LAND SURVEYING SERVICES

BETWEEN THE CITY OF HEMET AND RTM ENGINEERING CONSULTANTS, LLC THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into this 13th day of November, 2024 (“Effective Date”), by and between the CITY OF HEMET (“City”), a California municipal corporation and RTM Engineering Consultants, LLC, a limited liability company (“Consultant”). For the purposes of this Agreement City and Consultant are sometimes hereinafter referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS

1. City has sought by request for proposals the performance of the On-Call Land Surveying Services defined and described particularly in Section 2, “Scope of Services and Schedule of Performance” of this Agreement.

2. Consultant was selected by City to perform those services.

3. Consultant was selected by City on the basis of Consultant’s demonstrated competence and the professional qualifications necessary for the satisfactory performance of the services required.

4. City has authority to enter into this Agreement and the City Manager has authority to execute this Agreement.

5. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Section 2 “Scope of Services” of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, for and in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

SECTION 1. TERM OF AGREEMENT
Subject to the provisions of Section 21 "Termination of Agreement" of this Agreement, the Term of this Agreement is through November 12, 2027, commencing on the Effective Date, unless otherwise extended by written agreement of the Parties. City shall be granted two (2) one (1) year options to extend the Term of the Agreement. City shall exercise option(s) by written notice to Contractor no less than (30) days prior to the end of the existing Term.

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(a) The City Manager may, in his or her sole discretion, unilaterally exercise an option to extend the Agreement on a month-to-month basis following expiration on the same terms and conditions, including compensation as set forth in Section 4 “Compensation.” (b) Consultant acknowledges that the Agreement term may extend over multiple City fiscal years, and that the work and compensation under this Agreement is contingent on the City Council appropriating funding for and authorizing such work and compensation for those fiscal years. This Agreement may be terminated by the City Manager at the end of a fiscal year when sufficient funding is not appropriated and authorized for the subsequent fiscal year. City is not obligated to pay Consultant for any amounts not duly appropriated and authorized by the City Council.

SECTION 2. SCOPE OF SERVICES
Subject to this Agreement, all addendums and exhibits attached and incorporated hereto, Consultant agrees to perform the services and tasks set forth in Exhibit “A,” “Scope of Services” (hereinafter, the “Services”), and the City agrees to retain and does hereby retain Consultant for the Services.

SECTION 3. ADDITIONAL SERVICES
Consultant shall not be compensated for any work rendered in connection with its performance of this Agreement that is in addition to or outside of the Services unless such additional services are authorized in advance and in writing in accordance with Section 25 “Administration and Implementation” or Section 27 “Amendment” of this Agreement. If and when such additional work is authorized, such additional work shall be deemed to be part of the Services.

SECTION 4. COMPENSATION
(a) Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in Exhibit “B” “Compensation” and made a part of this Agreement by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed the amount agreed to and set forth in the scope of work for which a purchase order has been issued. The amount shall also never exceed the appropriated budget for these professional services in any City Fiscal Year, unless additional compensation is approved in writing in accordance with Section 25 “Administration and Implementation” or Section 27 “Amendment” of this Agreement. (b) All City vendors and consultants receiving new contracts, contract renewals, or contract extensions must sign up to receive electronic payments through the City's Automated Clearing House (ACH) payments service/provider. Electronic payments are processed biweekly and are safe and secure. To enroll in ACH electronic payments contact

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[email protected].
(c) Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. (d) If this Agreement is extended pursuant to Section 1 “Term of Agreement,” the City shall pay the same rates specified in Exhibit “B” “Compensation.” SECTION 5. METHOD OF PAYMENT AND INVOICING
(a) Payment shall be made in accordance with City’s usual accounting procedures upon receipt and approval of an itemized invoice setting forth the services performed. The invoices shall be emailed to [email protected]. Under no circumstances shall the total amount paid to Consultant under this Agreement exceed the City Manager’s authority without approval by the City Council.
(b) Consultant shall submit within 30 days of the end of each month a complete and accurate written itemized invoice for services performed and/or goods provided. The invoice must be in a format approved by City. In order to receive payment, Consultant shall submit to City an itemized invoice, on a monthly basis, for services performed pursuant to this Agreement. Each itemized invoice shall identify at the top of the first page, the Not to Exceed Amount (as set by Section 4(a) above), the total amount billed to date, the services rendered during the billing period, and the amount due for the statement invoice for which reimbursement is sought in the statement invoice. The invoice shall detail charges by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub consultant contracts. Sub consultant charges shall be detailed by the following categories: labor, travel, materials, equipment and supplies. If the compensation set forth in Section 4(a) and Exhibit “B” include payment of labor on an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of tasks performed and the amount of time incurred for or allocated to that task. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection (c). In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission.
(c) Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and undisputed invoice. (d) The Parties estimate that performance of this Agreement will be accomplished without an increase in the Not to Exceed Amount. Consultant shall notify the City in writing

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whenever it has reason to believe that the costs the Consultant expects to incur under this Agreement in the following sixty (60) days, when added to all costs previously incurred, will exceed eighty percent (80%) of the Not to Exceed Amount specified herein. As part of the notification, the Consultant shall provide the City with a revised estimate of the total cost of performing this Agreement.

SECTION 6. INSPECTION AND FINAL ACCEPTANCE
City may inspect and accept or reject any of Consultant’s work under this Agreement, either during performance or when completed. City shall reject or finally accept Consultant’s work within sixty (60) days after submitted to City. City shall reject work by a timely written explanation, otherwise, Consultant’s work shall be deemed to have been accepted. City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud, and such gross mistakes as amount to fraud. Acceptance of any of Consultant’s work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 17 “Indemnification” and Section 18 “Insurance.” SECTION 7. OWNERSHIP OF DOCUMENTS
All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed, or discovered by Consultant in the course of providing the Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Consultant. Upon completion, expiration, or termination of this Agreement, Consultant shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files, and other documents.

If and to the extent that City utilizes for any purpose not related to this Agreement any maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files, or other documents prepared, developed, or discovered by Consultant in the course of providing the Services pursuant to this Agreement, Consultant’s guarantees and warranties in Section 11 “Standard of Performance” of this Agreement shall not extend to such use of the maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents.

SECTION 8. INTELLECTUAL PROPERTY RIGHTS ASSIGNMENT
For no additional compensation, Consultant hereby assigns to City all of Consultant’s rights, title, and interest in and to the content of all deliverable materials created by Consultant or its employees, agents, or sub consultants, including copyrights, in connection with the Services performed under this Agreement. Consultant shall promptly execute and deliver and shall cause its employees, agents, and sub consultants to promptly execute and deliver, upon request by the City or any of its successors or assigns at any time and without further compensation of any kind, any power of attorney, assignment, application for copyright, patent, trademark or other

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intellectual property right protection, or other papers or instruments which may be necessary or desirable to fully secure, perfect or otherwise protect to or for the City, its successors, and assigns, all right, title and interest in and to the content of the deliverable materials. For purposes of this section deliverable materials include all works, tangible or not, created under this Agreement including, without limitation, documents, material, data, reports, manuals, specifications, artwork, drawings, sketches, computer programs and databases, schematics, photographs, video and audiovisual recordings, sound recordings, marks, logos, graphic designs, notes, website, domain names, inventions, processes, formulas matters and combinations thereof, and all forms of intellectual property. The provisions of this paragraph are binding on the successors, assigns and heirs of Consultant and shall survive the termination of Consultant’s Services under this Agreement.

SECTION 10. INDEPENDENT CONTRACTOR

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(a) Consultant is and shall at all times remain a wholly independent contractor and not an officer, employee, or agent of City. Consultant shall have no authority to bind City in any manner, nor to incur any obligation, debt, or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. (b) The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Consultant or any of Consultant’s officers, employees, sub consultants or agents except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. (c) Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may have to any such rights.

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and that such licenses are in good standing, including but not limited to obtaining a City business license. Consultant further represents and warrants that the services provided herein shall conform to all ordinances, policies, and practices of the City. Neither City nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Consultant to comply with this section.

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(b) City understands and acknowledges that Consultant is, as of the date of execution of this Agreement, independently involved in the performance of non-related services for other governmental agencies and private parties. Consultant is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for the purposes of this section. (c) City understands and acknowledges that Consultant will, perform non-related services for other governmental agencies and private parties following the completion of the Services under this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section.

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SECTION 17. INDEMNIFICATION
(a) To the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with legal counsel reasonably selected by the City) and hold harmless City and any and all of its elected and appointed officials, officers, employees, representatives and agents (“Indemnified Parties”) from and against any and all claims, actions and proceedings (whether at law or equity, administrative or judicial), demands, orders, judgments, losses, injuries (including, without limitation, injury to or death of an employee of Consultant or sub consultants), liabilities of every kind (including, without limitation, incidental and consequential damages, court costs, and litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and cost of investigation), damages, costs and expenses, including attorney’s fees and costs, (collectively "Claims") that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, performance of Services by Consultant, its officers, agents, employees, representatives, sub consultants, anyone directly or indirectly employed by any of them, or anyone that they control. Consultant’s duty to indemnify, protect, defend, and hold harmless Indemnified Parties, shall not include any Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. (b) Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every sub consultant, subcontractor, or any other person or entity involved by, for, with, or on behalf of Consultant in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Consultant fails to obtain such indemnity obligations from others as required here, Consultant agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns, or heirs of Consultant and shall survive the termination of this Agreement and this section.

These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Consultant agrees to provide City with copies of required policies upon request.

SECTION 19. ASSIGNMENT
The expertise and experience of Consultant are material considerations for this Agreement. City has an interest in the qualifications and capability of the persons and entities

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who will fulfill the duties and obligations imposed upon Consultant under this Agreement. In recognition of that interest, Consultant shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Consultant’s duties or obligations under this Agreement without the prior written consent of the City, which may be given in the sole and absolute discretion of the City Manager. Any attempted assignment shall be ineffective, null, and void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including termination of this Agreement pursuant to Section 21 “Termination of Agreement.” City acknowledges, however, that Consultant, in the performance of its duties pursuant to this Agreement, may utilize sub consultants.

Consultant shall notify City of any changes in Consultant’s staff and subcontractors/sub consultants, if any, assigned to perform the Services prior to and during any such performance.

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(e) Upon written notice, City may suspend all or any portion of Consultant’s performance under this Agreement at its sole option and for its convenience for a reasonable period of time not to exceed six (6) months. City will pay to Consultant a sum equivalent to the reasonable value of the services satisfactorily provided up to the date of suspension. City may rescind the suspension prior to or at six (6) months by providing Consultant with written notice of the rescission, at which time Consultant would be required to resume performance in compliance with the terms and provisions of this Agreement. Consultant will be entitled to an extension of time to complete performance under this Agreement equal to the length of the suspension unless otherwise agreed to in writing by the Parties.

SECTION 23. NOTICES.

To City: City of Hemet
Attn: City Manager
445 E. Florida Ave.

Hemet, CA 92543
To Consultant: RTM Engineering Consultants, LLC
Attn: Amir Fallahi
357 N. Sheridan St., Suite 117
Corona, CA 92878
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service.

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SECTION 24. AUTHORITY TO EXECUTE.

SECTION 25. ADMINISTRATION AND IMPLEMENTATION.

SECTION 26. BINDING EFFECT.

This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.

SECTION 27. AMENDMENT.

SECTION 28. WAIVER.

SECTION 29. LAW TO GOVERN; VENUE.

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SECTION 30. ATTORNEY’S FEES, COSTS AND EXPENSES.

SECTION 31. ENTIRE AGREEMENT.

SECTION 32. SEVERABILITY.

SECTION 33. INCORPORATION AND CONFLICTING TERMS.
(a) The following documents are incorporated and made part of this Agreement by this reference:

1. All exhibits and addendums

2. All amendments

3. Consultant’s proposal, if any

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SECTION 34. TIME OF THE ESSENCE.

Time is of the essence for each and every provision of this Agreement.

PROFESSIONAL SERVICES AGREEMENT

FOR ON-CALL LAND SURVEYING SERVICES

BETWEEN THE CITY OF HEMET AND RTM ENGINEERING CONSULTANTS, LLC IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

CITY OF HEMET
___________________________
Mark Prestwich
City Manager
ATTEST:

CITY CLERK
By: ___________________________
APPROVED AS TO FORM:

CITY ATTORNEY
By: ____________________________

CONSULTANT
By:

Its:

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00091740.2
Exhibit A – Scope of Services
Page | 1
EXHIBIT “A”

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00091740.2
Exhibit B – Compensation
Page | 1
EXHIBIT “B”

COMPENSATION

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EXHIBIT “C”

1. MINIMUM SCOPE OF INSURANCE. Consultant shall maintain the following types and limits of insurance.

2. MINIMUM LIMITS OF INSURANCE.

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coverages set forth above, including commercial general liability, automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions:

1. A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason;

2. Pay on behalf of wording as opposed to reimbursement;

3. Concurrency of effective dates with primary policies;

4. Policies shall “follow form” to the underlying primary policies; and

1. Upon request from the City, Consultant shall furnish certificates and endorsements from each subcontractor identical to those Consultant provides.

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a primary and non-contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

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00091740.2

PROFESSIONAL SERVICES AGREEMENT

BY AND BETWEEN

THE CITY OF HEMET

A CALIFORNIA MUNICIPAL CORPORATION
AND
TKE ENGINEERING, INC.

A CALIFORNIA CORPORATION
AGREEMENT # 2025-048

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PROFESSIONAL SERVICES AGREEMENT

FOR ON-CALL LAND SURVEYING SERVICES
BETWEEN THE CITY OF HEMET AND TKE ENGINEERING, INC.

THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into this 13th day of November, 2024 (“Effective Date”), by and between the CITY OF HEMET (“City”), a California municipal corporation and TKE Engineering, Inc., a California corporation (“Consultant”). For the purposes of this Agreement City and Consultant are sometimes hereinafter referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS

2. Consultant was selected by City to perform those services.

3. Consultant was selected by City on the basis of Consultant’s demonstrated competence and the professional qualifications necessary for the satisfactory performance of the services required.

4. City has authority to enter into this Agreement and the City Manager has authority to execute this Agreement.

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SECTION 10. INDEPENDENT CONTRACTOR

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These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Consultant agrees to provide City with copies of required policies upon request.

SECTION 19. ASSIGNMENT
The expertise and experience of Consultant are material considerations for this Agreement. City has an interest in the qualifications and capability of the persons and entities

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Consultant shall notify City of any changes in Consultant’s staff and subcontractors/sub consultants, if any, assigned to perform the Services prior to and during any such performance.

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SECTION 23. NOTICES.

To City: City of Hemet
Attn: City Manager
445 E. Florida Ave.

Hemet, CA 92543
To Consultant: TKE Engineering, Inc.

Attn: Terry Renner
2305 Chicago Ave.

Riverside, CA 92507
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service.

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SECTION 24. AUTHORITY TO EXECUTE.

SECTION 25. ADMINISTRATION AND IMPLEMENTATION.

SECTION 26. BINDING EFFECT.

This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.

SECTION 27. AMENDMENT.

SECTION 28. WAIVER.

SECTION 29. LAW TO GOVERN; VENUE.

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SECTION 30. ATTORNEY’S FEES, COSTS AND EXPENSES.

SECTION 31. ENTIRE AGREEMENT.

SECTION 32. SEVERABILITY.

SECTION 33. INCORPORATION AND CONFLICTING TERMS.
(a) The following documents are incorporated and made part of this Agreement by this reference:

1. All exhibits and addendums

2. All amendments

3. Consultant’s proposal, if any

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SECTION 34. TIME OF THE ESSENCE.

Time is of the essence for each and every provision of this Agreement.

PROFESSIONAL SERVICES AGREEMENT

FOR ON-CALL LAND SURVEYING SERVICES
BETWEEN THE CITY OF HEMET AND TKE ENGINEERING, INC.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

CITY OF HEMET
___________________________
Mark Prestwich
City Manager
ATTEST:

CITY CLERK
By: ___________________________
APPROVED AS TO FORM:

CITY ATTORNEY
By: ____________________________

CONSULTANT
By:

Its:

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00091740.2
Exhibit A – Scope of Services
Page | 1
EXHIBIT “A”

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00091740.2
Exhibit B – Compensation
Page | 1
EXHIBIT “B”

COMPENSATION

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EXHIBIT “C”

1. MINIMUM SCOPE OF INSURANCE. Consultant shall maintain the following types and limits of insurance.

2. MINIMUM LIMITS OF INSURANCE.

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coverages set forth above, including commercial general liability, automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions:

1. A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason;

2. Pay on behalf of wording as opposed to reimbursement;

3. Concurrency of effective dates with primary policies;

4. Policies shall “follow form” to the underlying primary policies; and

1. Upon request from the City, Consultant shall furnish certificates and endorsements from each subcontractor identical to those Consultant provides.

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a primary and non-contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

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City of Hemet
City Council Meeting

STAFF REPORT
Meeting: City Council Meeting - Nov 12 2024
Department: Finance
Submitted by: Mark Prestwich, City Manager
Tiffany Barnett, Administrative Services Director;
☐ Receive and File ☒ Consent Calendar ☐ Business Item ☐ Public Hearing TITLE:

A Resolution of the City Council of the City of Hemet, California, Approving American Rescue Plan Act (ARPA) Fund Budget Transfers
RECOMMENDED ACTION:

It is respectfully recommended that the City Council:

Adopt a Resolution of the City Council of the City of Hemet, California, Approving American Rescue Plan Act (ARPA) Fund Budget Transfers.

BACKGROUND:

The American Rescue Plan Act of 2021 (ARPA) was a $1.9 trillion economic stimulus bill. On March 11, 2021, President Biden signed the American Rescue Plan Act 2021, which launched the Coronavirus State and Local Fiscal Recovery Funds (SLFRF). SLFRF provided $350 billion in emergency funding for state and local governments. The emergency economic stimulus bill provided fiscal aid to address the ongoing COVID-19 public health crisis.

The ARPA states that funding can be used to:

1. Respond to COVID-19 or its Economic Impacts;

2. Replace revenues lost due to COVID-19;

3. Provide premium pay to eligible essential workers; and

4. Invest in water, sewer, and broadband infrastructure.

From the $350 billion economic stimulus bill, the City received $21,674,344 in direct one-time funding.

This one-time funding provided significant financial resources for health and safety across the City while also making investments that improve our residents' quality of life.

ANALYSIS:

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Below is the current ARPA Funding Allocation, taking into account the pending adjustments being requested within this Staff Report:

DISCUSSION:

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In an effort to maximize use of all ARPA funds, staff is recommending to move unused project balances to a holding account (270-7022-5500) to be re-allocated to new or different ARPA eligible projects.

Amount From Project To Project
$649.66 270-7014 Children's Patio
(Library) 270-7022 Holding Account
$15,389.31 270-7015 Refresh Library Firewall 270-7022 Holding Account $203,048.00 270-5737 Library Chiller 270-7022 Holding Account Additionally, staff is recommending the following transfers between projects:

Amount From Project To Project
$260,000.00 270-7011 PD Job Training 270-5732 PD/PIO Facility Upgrades $170,697.31 270-3004 PD Job Training 270-7012 PW Apprentice Program $76,076.63 270-7011 PD Job Training 270-7012 PW Apprentice Program With the transfers in the first chart above and the existing balance in the holding account, there is $486,835.51 available to reallocate to other projects or new projects. Staff is recommending the following transfers from the holding account to existing or new project accounts:

Amount From Project To Project
$134,618.00 270-7022 Holding Account 270-5744 CIP 5744 Police External Safety Upgrade
$208,000.00 270-7022 Holding Account 270-7021 Simpson Center Improvements - Roof
$93,226.06 270-7022 Holding Account 270-7012 PW Apprentice Program $22,991.45 270-7022 Holding Account 270-xxxx Emergency Digital Message Board
$28,000.00 270-7022 Holding Account 270-xxxx UPS Battery Backup System
PREVIOUS COUNCIL ACTION:

On March 4, 2022, the City Council held a Special Meeting to allocate the ARPA funding.

On October 8, 2024, the City Council approved ARPA budget transfers.

STRATEGIC PLAN INTEGRATION:

GOAL FIVE: ORGANIZATIONAL EFFECTIVENESS
To identify the work needed inside the City organization to effectively provide services to the community and ensure financial stability.

Objective 1: Operate in a financially sustainable manner.

Objective 2: Evaluate existing practices to ensure continuity with industry best practices.

Objective 3: Provide Council with policies that are consistent while lessening liabilities.

Objective 4: Increase employee retention by training and creating a positive workplace.

Objective 5: Streamline fire prevention coordination efforts.

FISCAL IMPACT:

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There is no fiscal impact. Budget transfers are within the American Rescue Plan Act (ARPA) Fund 270.

ALTERNATIVE(S):

Provide alternative direction regarding funding recommendations/transfers to the City Manager.

ATTACHMENT(S):

Attachment 1 Resolution ARPA Budget Transfers 2024-11-12

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CITY OF HEMET RESOLUTION NO. 2024-XXX 1

CITY OF HEMET

HEMET, CALIFORNIA
RESOLUTION NO. 2024-xxx

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF HEMET, CALIFORNIA, APPROVING AMERICAN

RESCUE PLAN ACT (ARPA) FUND BUDGET

TRANSFERS
The City Council of the City of Hemet, California (hereafter referred to as the “City Council”) does resolve as follows:

WHEREAS, the American Rescue Plan Act of 2021 (ARPA) was a $1.9 trillion economic stimulus bill. On March 11, 2021, President Biden signed the American Rescue Plan Act 2021, which launched the Coronavirus State and Local Fiscal Recovery Funds (SLFRF). SLFRF provided $350 billion in emergency funding for state and local governments. The emergency economic stimulus bill provided fiscal aid to address the ongoing COVID-19 public health crisis; and
WHEREAS, the ARPA states that funding can be used to: 1) Respond to COVID19 or its Economic Impacts; 2) Replace revenues lost due to COVID-19; 3) Provide premium pay to eligible essential workers; and 4) Invest in water, sewer, and broadband infrastructure; and
WHEREAS, from the $350 billion economic stimulus bill, the City received $21,674,344 in direct one-time funding. This one-time funding provided significant financial resources for health and safety across the City while also making investments that improve our resident's quality of life; and

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CITY OF HEMET RESOLUTION NO. 2024-XXX 1
WHEREAS, a few projects have been completed or are near completion and have remaining balances. Staff is recommending to move unused project balances to a holding account (270-7022-5500) to be re-allocated to new or different projects in the future; and
WHEREAS, staff is recommending additional transfers between projects; and WHEREAS, with the transfers within this staff report and the existing balance in the holding account, there is $283,787.51 available to re-allocate to other projects or new projects. Staff is recommending transfers from the holding account.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF HEMET FINDS, DETERMINES, ORDERS AND RESOLVES AS FOLLOWS:

SECTION 1. The above recitals are all true and correct.

SECTION 2. Authorizes the Administrative Services Director to record the following budget transfers within the American Rescue Plan Act (APRA) Fund 270:

SECTION 3. This Resolution shall become effective upon adoption.

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CITY OF HEMET RESOLUTION NO. 2024-XXX 1
PASSED, APPROVED AND ADOPTED this 12th day of November, 2024. ____________________________
Joe Males, Mayor
ATTEST:
_____________________________
John Paul Maier, City Clerk

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CITY OF HEMET RESOLUTION NO. 2024-XXX 1
State of California )
County of Riverside )
City of Hemet )
I, John Paul Maier, City Clerk of the City of Hemet, do hereby certify that the foregoing resolution was adopted by the Hemet City Council on the 12th day of November, 2024, and was passed by the following vote:

AYES: Council Members:

NOES: Council Members:

ABSTAIN: Council Members:

ABSENT: Council Members:
_____________________________
John Paul Maier, City Clerk

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City of Hemet
City Council Meeting

STAFF REPORT
Meeting: City Council Meeting - Nov 12 2024
Department: Information Technology
Submitted by: Mark Prestwich, City Manager
Ty Melton, IT Specialist II;
☐ Receive and File ☒ Consent Calendar ☐ Business Item ☐ Public Hearing TITLE:

A Resolution of the City Council of the City of Hemet, California, Awarding a Three-Year Microsoft Enterprise Licensing Agreement via the “Riverside County EA” with S.H.I. International Corp for $569,621.46; authorize the Administrative Services Director to record a Supplemental Appropriation in the amount of $9,873.82; and Authorize the City Manager to Execute the Agreement, Purchase Orders, Annual Invoices, Annual Applicable "True-up" Adjustments, and all Other Supporting Documents Related to the Agreement
RECOMMENDED ACTION:

It is respectfully recommended that the City Council:

Adopt a Resolution of the City Council of the City of Hemet, California, Awarding a Three-Year Microsoft Enterprise Licensing Agreement via the “Riverside County EA” with S.H.I. International Corp for $569,621.46; authorize the Administrative Services Director to record a Supplemental Appropriation in the amount of $9,873.82; and Authorize the City Manager to Execute the Agreement, Purchase Orders, Annual Invoices, Annual Applicable "True-up" Adjustments, and all Other Supporting Documents Related to the Agreement.

BACKGROUND:

Over the last nine years, the City of Hemet has taken advantage of the benefits made available through the City's Microsoft Enterprise Licensing Agreement (EA). From the City's initial Windows Server migration in 2012 to the City's Microsoft 365 Government cloud e-mail and file migration in 2021, the Microsoft Enterprise Licensing Agreement (EA) has kept pace with the City's evolving technology needs.

The use of the Microsoft Enterprise Licensing Agreement (EA) has increased productivity throughout the City. The Microsoft Enterprise Licensing Agreement (EA) has allowed the City to standardize Microsoft products, which have become the industry standard in Government and business. It has also provided the City with tools to automate computer software deployments and increase productivity throughout every department and division. As a result, deployments that took days in 2012 now take less than two hours.

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ANALYSIS:

The County of Riverside performed a competitive Request for Proposal (RFP) and awarded a contract for Microsoft licenses purchased through S.H.I. International Corp. Under the terms of the RFP and resulting contract, the exact pricing is also offered to other Government agencies in the State of California under cooperative purchase agreements. An analysis performed by the County of Riverside indicated the pricing provided by S.H.I. International Corp, under their contract, is the most competitive available, except for pricing offered to federal government agencies that are not available to local government agencies. As a result, many local government agencies within California regularly take advantage of the pricing offered under the County of Riverside contract.

To ensure the lowest possible cost, City Staff requested three quotes from approved resellers on the Riverside County Enterprise Agreement (EA). The results of those quotes were:
$569,621.46 - S.H.I. International Corp
$573,283.26 - Insight Public Sector, Inc
$587,152.08 - Dell Marketing LP
DISCUSSION:

Approval of this item will allow the City of Hemet to enter into a new three-year agreement to replace the expiring agreement.

The City of Hemet Microsoft Licensing Enterprise Agreement (EA) consists of the following categories:
 Microsoft User Subscription licenses within the Microsoft 365 Government G3 GCC environment. These licenses include:
o Desktop and web versions of Microsoft Word, Microsoft Excel, Microsoft PowerPoint, Microsoft Publisher, Microsoft Access, Microsoft Outlook, Microsoft Exchange, Microsoft OneDrive, Microsoft SharePoint, Microsoft Teams and Microsoft OneNote. o HEMETCA.GOV E-mail accounts with 100GB of e-mail storage per mailbox. o Microsoft 365 Compliance and eDiscovery.
o 5TB of Microsoft OneDrive cloud file storage per user. o 8TB of cloud file storage for all Microsoft SharePoint/Teams sites. o Microsoft Entra ID Premium P1.
o Microsoft Universal Print
o Microsoft Windows 10/11 Enterprise operating system licensing.  Microsoft Additional Online Products:
o Microsoft Project.
o Microsoft Visio.
o Microsoft PowerBI Pro.
 Microsoft 24x7 technical support and planning services.  Microsoft Server Licensing.
 Microsoft Software Assurance. Software assurance includes:
o Microsoft Home Use Program.
o New Version Rights.
o Spread Payments.
o Step-up licensing.

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o Microsoft Endpoint Configuration Manager (MECM) - Windows operating system imaging, software deployment, and computer management.

The Microsoft licenses and services listed above are utilized daily throughout every Department and Division within the City. Each employee and elected official is issued a Microsoft user subscription license. Every desktop and laptop computer throughout the City of Hemet utilizes the full features of Microsoft MECM in their daily operation.

Utilization of the Microsoft Enterprise Licensing Agreement (EA) to enhance existing cloud storage, print and collaboration capabilities are some of the technology projects planned over the next three years. Expansion of existing deployments of Microsoft OneDrive, Microsoft Teams, and Microsoft SharePoint will continue to enhance productivity and mobility of City Staff.

PREVIOUS COUNCIL ACTION:

Beginning in November 13, 2012, City Council approved the City's first three-year Microsoft Enterprise Agreement. On November 10, 2015, December 11, 2018, and October 25, 2021 City Council renewed this agreement for three additional three-year terms.

STRATEGIC PLAN INTEGRATION:

GOAL FIVE: ORGANIZATIONAL EFFECTIVENESS
To identify the work needed inside the City organization to effectively provide services to the community and ensure financial stability.

Objective 2: Evaluate existing practices to ensure continuity with industry best practices.

To identify the work needed inside the City organization to effectively provide services to the community and ensure financial stability.

The proposed action aligns with Council adopted Strategic Action Item: Evaluate the IT function and future needs.

FISCAL IMPACT:

The recommended solution is as follows:

Solution Year Cost
Microsoft EA FY 2024/2025 $189,873.82
Microsoft EA FY 2025/2026 $189,873.82
Microsoft EA FY 2026/2027 $189,873.82
3 Year Total: $569,621.46
Funding for Year 1 of the Enterprise Agreement in the amount of $189,873.82 will come from Information Technology (I.T.) Applications Account 680-1933-2265 for a total of $180,000.00. The additional $9,873.82 will be sourced from I.T. Fund Balance (Fund No. 680). Funding for Years 2 and 3 will be included in the I.T. annual budget (Fund No. 680).

As a result of the recommended action, the I.T. Fund Balance (Fund 680) of $2,160,007 will be reduced by $9,873.82, resulting in a remaining available Fund Balance of $2,150,133.

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REVIEWED BY LEGAL:
☒ Staff report ☒ Resolution
☐ Ordinance ☒ Agreement
ATTACHMENT(S):

Attachment 1 - Microsoft EA Resolution
Attachment 2 - SHI Quote-25424302
Attachment 3 - City of Hemet EA Physical Signature Documents Attachment 4 - County of Riverside and SHI Agreement ITARC-00929

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CITY OF HEMET

HEMET, CALIFORNIA
RESOLUTION NO. 2024-xxx

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF HEMET, CALIFORNIA, AWARDING A THREE-YEAR

MICROSOFT ENTERPRISE LICENSING AGREEMENT
VIA THE “RIVERSIDE COUNTY EA” WITH S.H.I.

INTERNATIONAL CORP FOR $569,621.46; AUTHORIZE

THE ADMINISTRATIVE SERVICES DIRECTOR TO

RECORD A SUPPLEMENTAL APPROPRIATION IN THE
AMOUNT OF $9,873.82; AND AUTHORIZE THE CITY

MANAGER TO EXECUTE THE AGREEMENT, PURCHASE

ORDERS, ANNUAL INVOICES, ANNUAL APPLICABLE
"TRUE-UP" ADJUSTMENTS, AND ALL OTHER

SUPPORTING DOCUMENTS RELATED TO THE

AGREEMENT
The City Council of the City of Hemet, California (hereafter referred to as the “City Council”) does resolve as follows:

WHEREAS, Over the last nine years, the City of Hemet has taken advantage of the benefits made available through the City's Microsoft Enterprise Licensing Agreement (EA); and
WHEREAS, The use of the Microsoft Enterprise Licensing Agreement (EA) has increased productivity throughout the City; and
WHEREAS, Microsoft products which have become the industry standard in Government and business; and
WHEREAS, The County of Riverside performed a competitive Request for Proposal (RFP) and awarded a contract for Microsoft licenses purchased through S.H.I.

International Corp; and

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WHEREAS, Under the terms of the RFP and resulting contract, the exact pricing is also offered to other Government agencies in the State of California under cooperative purchase agreements; and
WHEREAS, An analysis performed by the County of Riverside indicated the pricing provided by S.H.I. International Corp under their contract is the most competitive available; and
WHEREAS, Many local government agencies within California regularly take advantage of the pricing offered under the County of Riverside contract; and WHEREAS, To ensure the lowest possible cost, City Staff requested three quotes from approved resellers on the Riverside County Enterprise Agreement (EA).

Pricing from S.H.I. International Corp was the lowest; and WHEREAS, Expansion of existing deployments of Microsoft OneDrive, Microsoft Teams, and Microsoft SharePoint will continue to enhance productivity and mobility of City Staff; and
WHEREAS, On November 13, 2012, City Council approved the City's first threeyear Microsoft Enterprise Agreement. On November 10, 2015, December 11, 2018, and October 25, 2021 City Council renewed this agreement for three additional threeyear terms; and

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF HEMET FINDS, DETERMINES, ORDERS AND RESOLVES AS FOLLOWS:

SECTION 1. FINDINGS - The recitals set forth above are hereby adopted as findings in support of this Resolution.

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SECTION 2. DETERMINES – The City Council hereby approves a Microsoft Enterprise Licensing Agreement via the “Riverside County EA” with S.H.I. International Corp for $569,621.46 over 3 years.

SECTION 3. ORDERS – The City Council hereby authorizes the City Manager to Execute the Agreement, Purchase Orders, Annual Invoices, Annual Applicable "Trueup" Adjustments, and all Other Supporting Documents Related to the Agreement.

SECTION 4. EFFECTIVE DATE – This resolution shall become effective on November 12, 2024.

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PASSED, APPROVED AND ADOPTED this 12th day of November, 2024. ____________________________
Joe Males, Mayor
ATTEST:
_____________________________
John Paul Maier, City Clerk

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State of California )
County of Riverside )
City of Hemet )
I, John Paul Maier, City Clerk of the City of Hemet, do hereby certify that the foregoing resolution was adopted by the Hemet City Council on the 12th day of November, 2024, and was passed by the following vote:

AYES: Council Members: None.

NOES: Council Members: None.

ABSTAIN: Council Members: None.

ABSENT: Council Members: None.
_____________________________
John Paul Maier, City Clerk

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Pricing Proposal
Quotation #:   25424302
Reference #:  Microsoft EA Renewal
Created On:   10/15/2024
Valid Until:   11/15/2024
CA-City of Hemet Inside account Managermicrosoft- gov
Scott Underwood
445 E. Florida Ave
Hemet, CA 92543
United States
Phone: 9517652348
Fax:

Email: [email protected]
Isabelle Brodsky
290 Davidson Ave
Somerset, NJ 08873
Phone: 800-527-6389 ext. 5553572
Fax:

Email: [email protected]
All Prices are in US Dollar (USD)
Product Qty Your Price Total
1 SQL Server Standard Core ALng SA 2L
Microsoft - Part#: 7NQ-00292
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-11/19
Note: year 1
12 $644.04 $7,728.48
2 Win Server DC Core ALng SA 16L
Microsoft - Part#: 9EA-00273
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-11/19
Note: year 1
15 $1,005.26 $15,078.90
3 Win Server Standard Core ALng SA 16L
Microsoft - Part#: 9EM-00267
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-11/19
Note: year 1
5 $152.88 $764.40
4 M365 G3 Unified FSA Renewal GCC Sub Per User
Microsoft - Part#: AAD-34700
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-11/19
Note: year 1
317 $326.75 $103,579.75
5 M365 G3 Unified FUSL GCC Sub Per User
Microsoft - Part#: AAD-34704
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-11/19
Note: year 1
123 $384.39 $47,279.97
6 Planner & Project P3 GCC Sub Per User
Microsoft - Part#: 7MS-00001
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-11/19
Note: year 1
16 $272.28 $4,356.48

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7 Power BI Pro GCC Sub Per User
Microsoft - Part#: DDJ-00001
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-11/19
Note: year 1
12 $90.64 $1,087.68
8 Win OLS Activation User GCC Sub Per User
Microsoft - Part#: VRM-00001
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-11/19
Note: year 1
440 $0.00 $0.00
9 Visio P2 FSA GCC Renewal Sub Per User
Microsoft - Part#: 9K4-00003
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-11/19
Note: year 1
24 $115.75 $2,778.00
10 O365 Extra File Storage GCC Sub Add-on Extra Storage 1 GB Microsoft - Part#: M9T-00002
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-11/19
Note: year 1
3312 $2.18 $7,220.16
11 SQL Server Standard Core ALng SA 2L
Microsoft - Part#: 7NQ-00292
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-11/19
Note: year 2
12 $644.04 $7,728.48
12 Win Server DC Core ALng SA 16L
Microsoft - Part#: 9EA-00273
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-11/19
Note: year 2
15 $1,005.26 $15,078.90
13 Win Server Standard Core ALng SA 16L
Microsoft - Part#: 9EM-00267
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-11/19
Note: year 2
5 $152.88 $764.40
14 M365 G3 Unified FSA Renewal GCC Sub Per User
Microsoft - Part#: AAD-34700
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-11/19
Note: year 2
317 $326.75 $103,579.75
15 M365 G3 Unified FUSL GCC Sub Per User
Microsoft - Part#: AAD-34704
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-11/19
Note: year 2
123 $384.39 $47,279.97
16 Planner & Project P3 GCC Sub Per User
Microsoft - Part#: 7MS-00001
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-11/19
Note: year 2
16 $272.28 $4,356.48
17 Power BI Pro GCC Sub Per User 12 $90.64 $1,087.68

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Microsoft - Part#: DDJ-00001
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-11/19
Note: year 2
18 Win OLS Activation User GCC Sub Per User
Microsoft - Part#: VRM-00001
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-11/19
Note: year 2
440 $0.00 $0.00
19 Visio P2 FSA GCC Renewal Sub Per User
Microsoft - Part#: 9K4-00003
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-11/19
Note: year 2
24 $115.75 $2,778.00
20 O365 Extra File Storage GCC Sub Add-on Extra Storage 1 GB Microsoft - Part#: M9T-00002
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-11/19
Note: year 2
3312 $2.18 $7,220.16
21 SQL Server Standard Core ALng SA 2L
Microsoft - Part#: 7NQ-00292
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-11/19
Note: year 3
12 $644.04 $7,728.48
22 Win Server DC Core ALng SA 16L
Microsoft - Part#: 9EA-00273
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-11/19
Note: year 3
15 $1,005.26 $15,078.90
23 Win Server Standard Core ALng SA 16L
Microsoft - Part#: 9EM-00267
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-11/19
Note: year 3
5 $152.88 $764.40
24 M365 G3 Unified FSA Renewal GCC Sub Per User
Microsoft - Part#: AAD-34700
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-11/19
Note: year 3
317 $326.75 $103,579.75
25 M365 G3 Unified FUSL GCC Sub Per User
Microsoft - Part#: AAD-34704
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-11/19
Note: year 3
123 $384.39 $47,279.97
26 Planner & Project P3 GCC Sub Per User
Microsoft - Part#: 7MS-00001
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-11/19
Note: year 3
16 $272.28 $4,356.48
27 Power BI Pro GCC Sub Per User
Microsoft - Part#: DDJ-00001
12 $90.64 $1,087.68

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Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-11/19
Note: year 3
28 Win OLS Activation User GCC Sub Per User
Microsoft - Part#: VRM-00001
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-11/19
Note: year 3
440 $0.00 $0.00
29 Visio P2 FSA GCC Renewal Sub Per User
Microsoft - Part#: 9K4-00003
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-11/19
Note: year 3
24 $115.75 $2,778.00
30 O365 Extra File Storage GCC Sub Add-on Extra Storage 1 GB Microsoft - Part#: M9T-00002
Contract Name: County of Riverside - Microsoft EA
Contract #: RIVCO-20800-001-11/19
Note: year 3
3312 $2.18 $7,220.16
Total $569,621.46
Additional Comments
Hardware items on this quote may be updated to reflect changes due to industry wide constraints and fluctuations.

Thank you for choosing SHI International Corp! The pricing offered on this quote proposal is valid through the expiration date set above. To ensure the best level of service, please provide End User Name, Phone Number, Email Address and applicable Contract Number when submitting a Purchase Order.

SHI International Corp. is 100% Minority Owned, Woman Owned Business.

TAX ID# 22-3009648; DUNS# 61-1429481; CCR# 61-243957G; CAGE 1HTF0 The products offered under this proposal are resold in accordance with the terms and conditions of the Contract referenced under that applicable line item.

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ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020) Page 1 of 2 Document X20-12883
Program Signature Form
MBA/MBSA number 5-0000012110812
Agreement number 8084445
Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new.

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

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

Contract Document Number or Code
Enterprise Enrollment (Indirect) X20-10636
Product Selection Form 2743673.004_PSF
Enterprise Amendment M97 (NEW)
By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents.

Customer
Name of Entity (must be legal entity name)* City of Hemet Signature* {{SIGCU6signature_es_:signer1:signature}}
Printed First and Last Name* {{SIGCU3customerprintedfirstandlastname_es_:signer1:fullname}} Printed Title {{SIGCU4printedtitle_es_:signer1:title}}
Signature Date* {{SIGCU5_es_:signer1:date}}
Tax ID
* indicates required field

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ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020) Page 2 of 2 Document X20-12883
Microsoft Affiliate
Microsoft Corporation
Signature {{SIGROC1signature_es_:signer5:signature}}
Printed First and Last Name {{SIGROC1Microsoftprintedfirstandlastname_es_:signer5:fullname}} Printed Title {{SIGROC2printedtitle_es_:signer5:title}} Signature Date {{SIGMAM3_es_:signer5:date}}
(date Microsoft Affiliate countersigns)
Agreement Effective Date
{{*SIGMAM4_es_:signer5:isdate(format="mmm-dd-yyyy")}}
(may be different than Microsoft’s signature date)
Optional 2nd Customer signature or Outsourcer signature (if applicable) Customer
Name of Entity (must be legal entity name)*
Signature* {{SIG2C5signature_es_:signer2:signature}}
Printed First and Last Name* {{SIG2C2customerprintedfirstandlastname_es_:signer2:fullname}} Printed Title {{SIG2C3printedtitle_es_:signer2:title}}
Signature Date* {{SIG2C4_es_:signer2:date}}
* indicates required field
Outsourcer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
* indicates required field
If Customer requires additional contacts or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form.

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

Microsoft Corporation
Dept. 551, Volume Licensing
6880 Sierra Center Parkway
Reno, Nevada 89511
USA

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EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 1 of 10
Document X20-10636
Enterprise Enrollment State and Local
Enterprise Enrollment number
(Microsoft to complete) 77756768 Framework ID(if applicable) Previous Enrollment number
(Reseller to complete) 8414559
This Enrollment must be attached to a signature form to be valid.

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

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

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

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

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

Terms and Conditions

1. Definitions.

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

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EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 2 of 10
Document X20-10636
Membership in the Community is ultimately at Microsoft’s discretion, which may vary by Government Community Cloud Service.
“Enterprise Online Service” means any Online Service designated as an Enterprise Online Service in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services, except as noted.
“Enterprise Product” means any Desktop Platform Product that Microsoft designates as an Enterprise Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products must be licensed for all Qualified Devices and Qualified Users on an Enterprise-wide basis under this program.
“Expiration Date” means the date upon which the Enrollment expires. “Federal Agency” means a bureau, office, agency, department or other entity of the United States Government.
“Government” means a Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental capacity.
“Government Community Cloud Services” means Microsoft Online Services that are provisioned in Microsoft’s multi-tenant data centers for exclusive use by or for the Community and offered in accordance with the National Institute of Standards and Technology (NIST) Special Publication 800-145. Microsoft Online Services that are Government Community Cloud Services are designated as such in the Use Rights and Product Terms.
“Industry Device” (also known as line of business device) means any device that: (1) is not useable in its deployed configuration as a general purpose personal computing device (such as a personal computer), a multi-function server, or a commercially viable substitute for one of these systems; and (2) only employs an industry or task-specific software program (e.g. a computer-aided design program used by an architect or a point of sale program) (“Industry Program”). The device may include features and functions derived from Microsoft software or third-party software. If the device performs desktop functions (such as email, word processing, spreadsheets, database, network or Internet browsing, or scheduling, or personal finance), then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program functionality; and (2) must be technically integrated with the Industry Program or employ technically enforced policies or architecture to operate only when used with the Industry Program functionality. “Managed Device” means any device on which any Affiliate in the Enterprise directly or indirectly controls one or more operating system environments. Examples of Managed Devices can be found in the Product Terms.
“Qualified Device” means any device that is used by or for the benefit of Enrolled Affiliate’s Enterprise and is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running Windows Pro locally (in a physical or virtual operating system environment), or (2) a device used to access a virtual desktop infrastructure (“VDI”). Qualified Devices do not include any device that is: (1) designated as a server and not used as a personal computer, (2) an Industry Device, or (3) not a Managed Device. At its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is used by or for the benefit of the Enrolled Affiliate’s Enterprise as a Qualified Device for all or a subset of Enterprise Products or Online Services the Enrolled Affiliate has selected. “Qualified User” means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms. “Reseller” means an entity authorized by Microsoft to resell Licenses under this program and engaged by an Enrolled Affiliate to provide pre- and post-transaction assistance related to this agreement; “Reserved License” means for an Online Service identified as eligible for true-ups in the Product Terms, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation.

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EA20241EnrGov(US)SLG(ENG)(Oct2023) Page 3 of 10
Document X20-10636
"State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer’s state and located within Customer’s state’s jurisdiction and geographic boundaries. “Tribal Entity” means a federally recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe.
“Use Rights” means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site and updated from time to time. The Use Rights include the Product-Specific License Terms, the License Model terms, the Universal License Terms, the Data Protection Terms, and the Other Legal Terms. The Use Rights supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a Product.
“Volume Licensing Site” means http://www.microsoft.com/licensing/contracts or a successor site.

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

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

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

Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true-up order Enrollment anniversary date and effective as of such date. (v) Update statement. An update statement must be submitted instead of a true-up order if, since the initial order or last true-up order, Enrolled Affiliate’s Enterprise: (1) has not changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) has not increased its usage of Additional

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

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

4. Payment terms.

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

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

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

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

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

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Enrollment Details

1. Enrolled Affiliate’s Enterprise.

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

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

2. Contact information.

Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks (*) indicate required fields. By providing contact information, Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at https://www.microsoft.com/licensing/servicecenter.
a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate’s Enterprise. This contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. The primary contact will be the default contact for all purposes unless separate contacts are identified for specific purposes Name of entity (must be legal entity name)* City of Hemet Contact name: First* Scott Middle Last* Underwood
Contact email address* [email protected]
Street address* 445 E. Florida Ave
City* Hemet
State* CA
Postal code* 92543-4209 -
(Please provide the zip + 4, e.g. xxxxx-xxxx)
Country* United States
Phone* 951-765-3765
Tax ID
* indicates required fields
b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for the Volume Licensing Service Center and may grant online access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies, including adding or reassigning Licenses and stepping-up prior to a true-up order.  Same as primary contact (default if no information is provided below, even if the box is not checked).

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Contact name: First* Scott Middle Last* Underwood
Contact email address* [email protected]
Street address* 445 E. Florida Ave
City* Hemet
State* CA
Postal code* 92543-4209 -
(Please provide the zip + 4, e.g. xxxxx-xxxx)
Country* United States
Phone* 951-765-3765
Language preference. Choose the language for notices. English  This contact is a third party (not the Enrolled Affiliate). Warning: This contact receives personally identifiable information of the Customer and its Affiliates. * indicates required fields
c. Online Services Manager. This contact is authorized to manage the Online Services ordered under the Enrollment and (for applicable Online Services) to add or reassign Licenses and step-up prior to a true-up order.

Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked)
Contact name: First* Scott Middle Last* Underwood
Contact email address* [email protected]
Phone* 951-765-3765
 This contact is from a third party organization (not the entity). Warning: This contact receives personally identifiable information of the entity. * indicates required fields
d. Reseller information. Reseller contact for this Enrollment is:

Reseller company name* SHI International Corp.

Street address (PO boxes will not be accepted)* 290 Davidson Ave City* Somerset
State* NJ
Postal code* 08873-4145
Country* United States
Contact name* Joshua Cho
Phone* 888-764-8888
Contact email address* [email protected]
* indicates required fields
By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct.

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

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

3. Financing elections.

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

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

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PrevEnrAgrForm(WW)(ENG)(Oct2019) Page 1 of 1
Document X20-12873
Previous Enrollment(s)/Agreement(s) Form
Entity Name: City of Hemet
Contract that this form is attached to: State Local Government For the purposes of this form, “entity” can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement.

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

Enrollment/Agreement/
Purchasing Account/Affiliate
Registration Description
Enrollment/Agreement/
Purchasing Account/Affiliate
Registration Public Customer
Number
Transfer
SA Benefit
Contact
Transfer
MSDN
Subscribers
Standard Enrollment 8414559 X X

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Enterprise Enrollment Product Selection Form Microsoft | Volume Licensing Language:

Qualified Devices Qualified Users
440 440
440 440
English (United States)
Profile
Enterprise User Licenses
Device / User Ratio CAL Licensing Model

1.0 Price Group 1 2 3 4
Proposal ID
2743673.004
Enrollment Number
Products Enterprise Quantity
Quantity
Microsoft 365 Enterprise
Enterprise Products Office Professional Plus + M365 Apps for Enterprise + Office 365 (Plans E3
and E5) + Microsoft 365 Enterprise
Client Access
License + Office 365
(Plans E1, E3 and
E5) + Microsoft 365
Enterprise
Client Access
License + Windows
Intune + EMS USL +
Microsoft 365
Enterprise
Win E3 + Win E5 +
Win VDA + Microsoft
365 Enterprise
M365 G3 GCC USL Unified
M365 G3 GCC FromSA Unified Renewal
123
317
440 440
EA-EASProdSelForm(WW)(ENG)
CTM

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MS Quote

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Enterprise Enrollment Product Selection Form Microsoft | Volume Licensing 6,000 to 14,999 C
15,000 and above D
Product Offering / Pool Price Level
Enterprise Products and Enterprise Online Services USLs: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Groups 1 through 4. D Additional Product Application Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 1. D
Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Group 2 or 3. D
Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 4. D
Note 2: If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price level for pricing provision for more details on price leveling.

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

Quantity of Licenses and Software Assurance Price Level 2,399 and below A
Note 1: Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these may be purchased. 2,400 to 5,999 B
EA-EASProdSelForm(WW)(ENG)
CTM

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MS Quote

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AmendmentApp v4.0 M97 B

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Amendment to Contract Documents
Enrollment Number
5-0000012110812
signature form. It amends the Enrollment or Agreement identified above. All terms used but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement.

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

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

For Indirect models, Pricing to Enrolled Affiliate is agreed between Enrolled Affiliate and Enrolled SKU Number SKU Description Existing Quantity Incremental quantities
AAD-34700 M365 G3 Unified FSA
Renewal GCC Sub Per
User
317
0 AAD-34704 M365 G3 Unified FUSL
GCC Sub Per User 63 60
M9T-00002 O365 Extra File Storage
GCC Sub Add-on Extra
Storage 1 GB
0 3312
7MS-00001 Planner & Project P3
GCC Sub Per User
16 0
DDJ-00001 Power BI Pro GCC Sub
Per User
0 12
NYH-00001 Teams AC with Dial Out
US/CA GCC Sub Add-on
0 440
9K4-00003 Visio P2 FSA GCC
Renewal Sub Per User
24 0
VRM-00001 Win OLS Activation User
GCC Sub Per User
0 440

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

Microsoft Internal Use Only:
(M97)EnrAmend(Ind)(InvoiceforQuotedPrice)(
WW)(ENG)(Jan2023)v2(IU).docx
M97 B
This Amendment must be attached to a signature form to be valid.

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DocuSign Envelope lD: D1C85720-9C7F-4A8E-8635-A6ts1851FAA9E ACREEMENT # ITARC-00929

LICENSED SUPPORT PROVIDER (LSP)
AGREEMENT No. ITARC-00929
For

MICROSOFT PRODUCTS AND SERVICES
UNDER MICROSOFT EA NO.8084445

BETWEEN

COUNTY OF RIVERSIDE
And
SHI INTERNATIONAL CORP.

This Agreement is entered between the COUNTY OF RIVERSIDE. a political subdivision olthe State of Califomia. (herein ref'ered to as "COUNTY"), and SHI lnternational Corp.. New.lersey corporation authorized to conduct business in the State of Calilornia (herein referred to as "LSP") of Microsoft Licensing Solution Provider. effective from November 01.2024 and continues in effect through October 31.2027, based on LSP's response to RFQ no. ITARC-532 for Microsoft products and services under Microsoft EA no. 8084445. The parties agree as follows:
l. All Terms and Conditions olthis Agreement No. ITARC-00929 shall govern purchase of Microsoft products and services under Microsoft EA no. 8084445 by County through the LSP.

2. Pcriod of Performance:

This Agreement shall be effective from November 0l .2024 and continues in effect through October

31.2027. with the option to renew for an additional three-year period expiring on October 3 l. 2030. rvith no obligation by the County of Riverside to purchase any specified amount ofgoods or services.

In addition. the County may at any time choose to transfer the enrollment f'rom one LSP to another LSP pursuant to the transfer terms set by Microsoft.
1'he period of performance for the enrollment with the LSP may be fbr up to a three-year term with the option to renew the enrollments with contracted LSP through the LSP contract expiration date.

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

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

Government agencies are not allowed to pay excess interest and late charges. per Covemment Codes.

Section 926. I 0. No legal liability on the part of the COUNTY shall arise for payment beyond June 30 of each calendar year unless lunds are made available for such payment. In the event that such J
7 SEP 102021 1o,> J.d<d
Itcvrsxnr l/)dl02l

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DocuSign Envelope lDr D1C85720-9C7F-4A8E-8635-A68185'lFAA9E i\(JREEMI]NT I1 ITA R('-OO9]9
iirnds are not forthcoming fbr any reason, COUNTY shall immediately notify CONTRACTOR in writing: and this Agreement shall be deemed terminated. have no f'urther force. and effect.

Hold Harmless/Indemnification:

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

4.2 With respect to any action or claim sub.ject 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 ad-justment. settlernent or compromise in no manner whatsoever limits or circunrscribes LSP indemnification to lndemnitees as set tbrth herein. .1.3 LSP obligation hereunder shall be satisfled when LSP has provided to County the appropriate lonn of disrnissal relieving county fiom 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 ref'uses or fails to comply with the tenns of this Agreement or fails to make progress that may endanger performance and does not immediately cure such failure. In the event ofsuch termination. the County may proceed with the work in any manner deemed proper by County.

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

Alteration or Changes to the Agreement
The Board of Supervisors and the County Purchasing Agent and/or his designee is the only authorized County representatives who may at any time. by written order. alter this Agreement. If any such alteration causes an increase or decrease in the cost of. or the time required for the performance under this Agreement. an equitable adjustment shall be made in the Agreement price or delivery schedule, or both, and the Agreement shall be modified by written amendment accord ingly.
.l
6 2
Ilc\ rsron l/06/10:1

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DocuSign Envelope lD: D1C85720-9C7F-4A8E-8635-A6B1851FAA9E AGREEMENT # ITARC-00929

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

LSP
SHI Intemational Corp.

Attn: Moitrayee Ma jumdar
290 Davidson Ave.

Somerset. NJ. 08873
Moitrayee Maj umdar@SH I.com
I nsu rance
Without lirniting or diminishing the LSP'S obligation to indemnify or hold the COUNTY harmless.

I-SP shall procure and maintain or cause to be maintained, at its sole cost and expense. the following insurance coverage's during the terrn of this Agreernent. 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 ofTicials. agents. or representatives as Additional Insureds.

A. Workers' Compcnsation:
l1'the LSP has employees as defined by the State ol'Califbrnia. the LSP shall maintain statutory Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of California. Policy shall include Ernployers'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 lavor of The County of Riverside. Policy shall name the COUNTY as Additional Insureds.

B. Commercial General Liability:

Commercial Ceneral Liability insurance coverage. including but not limited to, premises liability. unmodified contractual liability. products and completed operations liability. personal and advertising injr"rry. and cross liability coverage. covering claims which may arise from or out of LSP'S pertbrmance of its obligations hereunder. Policy shall name the COUNTY as Additional Insured. Policy's limit of liability shall not be less than $2.000,000 per occurrence combined single limit. Ifsuch insurance contairrs a general aggregate Iirnit, it shall apply separately to this agreement or be no less than two (2) times the occurrence Iimit. Policy shall name the COUNTY as Additional lrrsureds.

C. Insurance Requirements for IT Contractor Services:

COUNTY
Riverside County Information Technology
Aun: Procuremerrt Contract Specialist
3450 l4'r' Street
Riverside. CA 92501
li
3 Itc!rsron l/011/2021

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DocuSign Envelope lD: D1C85720-9C7F-4A8E-8635-A681851 FAA9E ACREEMENT # ITARC-00929
t-SP shall procure and maintain for the duration ofthe contract insurance against claims lor injuries to person or damages to property which may arise lrom or in connection with the perfonnance of the work hereunder by the LSP. its agents. representatives. or employees. LSP shall procure and maintain for the duration ofthe contract insurance claims arising out oftheir services and including, but not limited to loss. damage. theft or other m isuse of data. infringement of intellectual property. invasion of privacy and breach of data.

Cyber Liability Insurance. with limits not less than $2.000.000 per occurrence or claim. $2.000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by LSP in this agreement and shall include. but not limited to" claims involving infringement of intellectual property. including but not limited to inlringement of copyright. trademark. trade dress. invasion of privacy violations. information theft. damage to or destruction of electronic information. release of private infonnation. 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 thc t,SP maintains broader coverage and/or higher Iimits 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 of insurance and coverage shall bc available to the County. Policy shall name the COUNTY as Additional Insureds.

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

Ilany such self-insured retention exceeds $500.000 per occurence each such retention shall have the prior written consent of the County Risk Manager before the commencement of operations under this Agreement. Upon notification of self-insured retention unacceptable to the COUNTY, and at the election of the Country's Risk Manager. LSP'S carriers shall either; I) reduce or eliminate such self'-insured retention as respects this Agreement with the COUNTY. or 2) procure a bond which guarantees payment of losses and related investigations, claims administration" and def'ense costs and expenses. 3) LSP shall cause LSP'S insurance carrier(s) to furnish the County of Riverside with either l) a properly executed original Certificate(s) of lnsurance and certified original copies of Endorsements eff'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 Iir\ rsron lr0(,'l0l I

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DocuSign Envelope lD: D1C85720-9C7F-4A8E-8635-4681851FAA9E AGREEMENT # ITARC.OO929
including all Endorsements and all attachments thereto. showing such insurance is in full force and elTect. Further. said Certificate(s) and policies of insurance shall contain the covenant ofthe insurance carrier(s) that a minimum ofthirty (30) days written notice shall be given to the County of Riverside prior to any material modification. cancellation. expiration or 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 lurnish a 30 day Notice of Cancellation Endorsement. 4) ln the event ofa material modification. cancellation. expiration. or reduction in coverage. this Agreement shall terminate fbrthwith. unless the County of Riverside receives. prior to such effective date. another properly executed original Certificate of Insurance and original copies of endorsements or certified original policies. including all endorsements and attachments thereto evidencing coverage's set fbrth herein and the insurance required herein is in full lorce and effect. LSP shall not commence operations until the COUNTY has been fumished original Certificate (s) of lnsurance and certified original copies ofendorsements and if requested. certified original policies of insurance including all endorsements and any and all other attachments as required in this Section. An individual authorized by the insurance carrier to do so on its behalf shall sign the original endorsements for each policy and the Certit'icate of Insurance.
5) It is understood and agreed to by the parties hereto that the LSP's insurance shall be construed as primary insurance. and the COUNTY'S insurance and/or deductibles and/or self-insured retention's or self-insured programs shall not be construed as contributory. 6) lL during the term of this Agreement or any extension thereof. there is a material change in the scope ofservices: or. there is a material change in the equipment to be used in the performance olthe scope ofwork; or. the term of this Agreement. including any extensions thereof. exceeds five (5) years: the COUNTY reserves the right to adjust the types of insurance and the monetary limits of liability required under this Agreement, if in the County Risk Management's reasonable judgment. the amount or type ol insurance carried by the LSP has become inadequate.
7) LSP shall pass down the insurance obligations contained herein to alltiers of subcontractors working under this Agreement.
8) The insurance requirements contained in this Agreement may be met with a program(s) of self'-insurance acceptable to the COUNTY.
9) I.,SP agrees to nolify COUNTY of any claim by a third party or any incident or event that may give rise to a claim arising from the performance of this Agreement.

9. (leneral:

9.1 This Agreement, including any attachments or exhibits. constitutes the entire agreement ol 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 Agreemenl may be changed or modified only by a written amendment signed by authorized representatives of both parties.
5 Itcvrston l/Xtl0ll

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DocuSign Envelope lD: D1C85720-9C7F-4A8E-8635-AOB1851FAA9E ACRI]EMEN'T # ITARC-00929

9.2 This Agreement shall be governed 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 oithe State of California located in Riverside, California, and the parties waive any provision of Iaw providing fbr a change of venue to another location. ln the event any provision in this Agreement is held by a courl of competent jurisdiction to be invalid. void. or unenforceable, the rernaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

9..1 'fhe fbllowing 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.
tj2) Microsoli Select Plus Agreement No.7756479.

El) Amendments No. l- EA Custom Terms CTM (Document No. CTM-CPT-OPT-FWK) E4) Anlendments No. ?- EA Custom Terms (Document No. CTM-FWK-CTC-AGR). 9,4 In the event of any conflict or inconsistency between the tenns and conditions of this Agreement and any terms or conditions set forth in any of the attachments. purchase order(s). or other document relating to the transactions contemplated by this Agreement, the terms and conditions set lofth in this Agreement shall prevail.

9.5 This Agreement may be executed in any number of counterparts. each of which will be an original. but all of which together will constitute one instrument. Each party of this Agreement agrees to the use ofelectronic signatures. such as digital signatures that meet the requirements ofthe California Un iform Electronic Transactions Act (( "CUETA") Clal. Civ. Code dd I 633. I to I 633. I 7). fbr executing this Agreement. The parties further agree that the electronic signatures ofthe parties included in this Agreernent are intended to authenticate this writing and to have the same force and eil'ect 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 pafties in Califbrnia. including a government agency. Digital signature means an electronic identifier. created by computer. intended by the party using it to have the same force and effect as the use of a marrual 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.
6 lic!rsmn I/06/10: I

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DocuSign Envelope lD: D1C85720-9C7F-4A8E-8635-A6B1851FAA9E AGREEMENT # ITARC-00929

9.6 lf the entity is a corporation. the signatures of two corporate officers (the president, vice president. secretary. assistant secretary, Chief Financial Officer (i.e. treasurer), or assistant treasurer) are required on the agreements. The signatures must be in the following combination: president or vice president and secretary. treasurer or CFO. For example, the signatures ola president and a vice president would be insufficient. If signed by a single corporate officer, a corporate resolution. authorizing the one officer to bind the corporation. signed by the Board of Directors of the corporation, is required. The corporate resolution must authorize the signatory to sign agreements on behalf of the corporation.

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

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

By:

Chuck ash ington
Chair of the Board of Supervi
SHI INTERNATIONAL CORP., New Jersey
corporation authorizcd to conduct business in the
State of California.
rs
N allte: nn
Title: sr. Manager - contracts
11u1"4. Dated: 7 /2/202a
ATTEST:

Kimberly Rector
Clerk olthe Board
By'

APPROVED
Minh C. Tran
Ccr ounsel
'I RM
By
Patrla S cido
Deputy County Counsel
Dated: I ( r (zorq
Rc! rsron l{)6/2021
7 SEP 10 2s24 3 2e
COUNTY OF RIVERSIDE, a political
subdivision ofthe State of California
By:
(ri"tl"- 1ta
q lfiilw

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Docusign Envelope lD: D1C85720-9C7F-4A8E-8635-A681851 FAA9E ACREEMENT # ITARC-00929
Exhibit A
Scope and pricing
LSP's Scooc and rcsponsibilitics
The Licensed Support Provider (LSP) will resell all available Microsoft Licensed Support Provider (t-SP) tbr Microsoft Master Microsoft Enterprise Agreement No. 8084445; Software Licensing.

Softwarc Support. Cloud Services such as Azurc. lndustry Solutions Delivery (lSD) formerly Microsofi Consulting Services (MCS). Microsoft Unified Support and Microsoft incident response. Microsofl Select Plus Agreement No. 7756479.

The agreement with LSP as a LSP of the Microsofl Products and Services under Microsoft EA No. 8084445 is available for use by the County o1'Riverside and governmental agencies within the State of Calilornia. The LSP will serve as the liaison between the political entity for enrollments under the Microsotl EA.

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

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

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

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 Affiliate's specifications. (lntended for an enrollment that has licenses for multiple agencies within a governmental body - ie county. city. etc.) Frequency will be deterrnined by each Enrolled Affiliate (ie:
monthly. quarterly. etc. ).

The t-SP will provide. at the Enrolled Affiliate's request. a licensing portal that allows the tracking of licenses beyond the capabilities of the Microsoft VLSC. This portal will show, but not be limited to. all licenses on the current enrollment, quantities ofsaid licenses. track licenses at department/agency levels. transfer licenses to and from each department/agency. and have reporting functionalities. 2 J
.l
t
7 8
9 8
R$rsron l/06/2021

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

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Docusign Envelope lDr D1C85720-9C7F-4A8E-8635-4681851FAA9E AGREEMENT Ii ITARC-00929

10. The LSP will provide training to the Enrolled Afllliate's Microsoft administrators on Microsoft portals such as the VLSC, Office 365, Azure. etc. within 30 days of receiving a purchase order for such products that introduce a new portal. LSP should outline what aspects of training they feel would be heneficial in their proposal.
ll. The I-SP will provide documentation to the Enrolled Af'filiate within 90 days of when Microsoft has made a change to a Iicense and advise of any grandfather or conversion rights within that same timeframc.

12. The l-SP will provide a short synopsis ofwhy an amendment is needed and the ramification ofeach amcndment to an enrollment at the time of such amendment. lJ. 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 AfIliate. This price list must capture. at minimum. the tbllowing categories for each product: SKU. product description, MSRP. NET (t-evel D). LSP's uplitl and conlracted unit price.
14, The LSP shall provide a list of enrollments. The list of enrollments is due 30 days afier 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 off of the Master Agreement.

15. 'lhcLSPwill becharged I .00%o ofthe annual enrollment salesamountto leverage the Riverside County Master Microsofl Agreement No.8084445. and Select Plus Agreement No.7756479. which includes Soltware l-icensing. Software Support, Cloud Services such as Azure. lndustry Solutions Delivery (lSD). Microsoft Cionsulting Services (MCS). Microsoft Unified Support and Microsoft incident response. I'his administrative f'ee will be an annual fee. per enrollment inclusive of Affiliates Shadow Ilnrollments.

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

I7. The Servicing LSP shall provide the ability to for the acquisition of Microsoft services as the demand fbr individual product services or capabilities expand. The servicing LSP shall provide seruices to include Microsofi Unitied. 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 Support representatives and subject matter experts provided via the Microsoft enterprise agreement to support and assist Riverside County master participants in analyzing. architecling. implernenting. managing. and operating solutions based on the Iicenses prev iously acqu ired or to be purchased in accordance with the terms ofthe M icrosoft enterprise licensing program.
9 Rcvrslor l/oavlol I

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Docusign Envelope lD: D1C85720-gC7F-4A8E-8635-A681851FAA9E AGREEMENT # ITARC.OO929
18, LSP will be responsible fbr submitting a completed "Reporting of Active Enrollments'' by January I 5th of each year fbr the prior calendar year.

19. The County ol Riverside lnformation Technology (RCIT) will invoice the Awarded LSP annually based on the enrollmenls verified f'rom LSP Reporting of Active Enrollments.

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

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

22. l'he administrative fee shall not be invoiced or charged to the Enrolled AtIliate. 23, Administrative fee checks shall be submitted to:

Riverside County Information Technology
Attn: Accounts Receivable
3450 l4th Street. 4th Floor
Riverside. CA 92501
Itc!rsron l/()6/:021
10

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DocuSign Envelope lD D1CA572O-gC7F -4AAE-8635-4681851 FAAgE Pricins:
l. Microsoft Enterprise License Subscri ption and services

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

ACREEMENT # I1'ARC-00929
Item Description Price Level Markup o/"
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 85.

Level D I l0
Enterprise Products (Olfice 365 Pro Plus. Windows l0
Enlerprise. Core CAL Suite. Enterprise CAL Suite). Level D I t0 Additional Products (M165 F l. M365 E5 Compliance. M365 E5 Security. Office 365 Enterprise F l. Project Online. Visio Online Plan I or Plan 2, Dynamics 365. Azure. SQL Server.

Windows Server. etc).

Level D I t0
Server and Tools Product (applies to Server and Cloud
Enrollnrents only) SharePoint Server. SQL Server. BizTalk Server. Visual Studio. Core Infrastructure Suites. etc.

Level D I l0
Af l products lbr Select Plus Agreement No.1756479. Lt0 Microsoft Unified Support Services 2.00
Microsoll Consulting Services 2.00
Microsoft Incident Response 2.00
Solution Area Specific Capability Number Customer Sizc Reference? Number of successful customer production
mail deployments/mi grations? 5.000 500- | 00.000 Yes. Upon Request Number of successful customer production
SharePoint deployments/m igrations? 5.000 500- I 00.000 Yes. [Jpon Requcst Number of successful customer production
Teams deployments/mi grations? 2.000 500- t 00.000 Yes. Upon Request Number of successful customer production
Teams Voice deployments/PBX migrations? r00 500- I 00-000 Yes" Upon Request Number of people with specialized expertise
on technologies listed above t00 N/A Yes. Upon Request
Re!rsron l06/2021
1t

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3. License Support Provider (LSP) service rates:
]\GRI]EMENT /I ITAR('-O09]9
Data and Artificial lntelligent
Certified Competency
(Yes/No)
Hourly Rate (On
Premise)
Build lntelligent Apps $300.00
Build Intelligent Agents Yes $100.00
Machine [-earninc $300.00
lnternet ofThings Yes $300.00
Oloballv distributed data $_r00.00
OSS Databases Yes $_r00.00
Cloud Scale Analvtics Yes $_r00.00
Data Plalfbrm Modenrization to Azurc Yes $_r00.00
Windows Server on Azure $100.00
Security & Management $.r00.00
Datacenter Migration $100.00
Modern Business lnlelligence Yes $-r00.00
Copilot Yes $-100.00
Biz ADps
Yes $-r00.00
Field Service Yes $-100.00
Markeling Yes $.100.00
Talcnt Yes $-100.00
Finance and Operations Yes $-100.00
Business Central Yes $.]00.00
Power Apps Yes $100.00
Power Rl Yes $300.00
Apps and lnfrastructure
Azure Stack Yes $100.00
High Performance Compute Ycs $.'r00.00
Cloud Native Apps using Serverless Yes $100.00
Modernize Apps Yes $100.00
SAP on Azure Yes $.'r 00.00
l,inux on Azrrre Yes $100.00
Dev Ops Yes $100.00
Business Continuity & Disaster Recovery Yes $i00.00
Windows Server on Azure Yes $100.00
Security & Management Yes $-.i00.00
Datacenter Migration Yes $.r00.00
Modern Workplace
LJsor Adoption & Cl'range Manasenrcnt Yes $..100.00
Security Yes $-.i00.00
GDPR & Compliance Yes $300.00
'leanrwork Yes s300.00
Calling & Meetings Yes $100.00
Modern Desktop Yes $100.00
Office 365 Migration Assistance Ycs $300.00
\4 ail Yes $100.00
'feams Yes $100.00
SharePoint Yes $-.r 00.00
OrleDrive $100.00
Rcvrsron I/06/2021
t2
Docusign Envelope lD: D1C85720-SC7F-4A8E-8635-A681851 FAAgE Yes
Yes
Yes
Yes
Yes
Yes
Customer Service
Ycs

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DocuSign Envelope lD: D1C85720-9C7F-4A8E-8635-A681851FAAgE AGRF,EMENT # ITARC-00929

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

Enrollment
Entity:

Start
Date:

End
Date:

Annual
Sales
Enrollment
Contact:

Enrollment
Contact
Email:

Enrollment
Contact Tel:

County of
Riverside
xx/xxl
xxxx
xxlxx
/xxxx John Doe
Rcvislon l/06/2021
13 Exhibit B
TBD
m

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DocuSign Envelope lD: D1C85720-9C7F-4A8E-8635-A681851 FAA9E ACREEMENT # ITARC.OO929
Exhibit C

MICROSOFT LSP PARTICIPATION FORM

JII SIITH
Chi.a lntlomlioi Olt .t IARTIi{ PEREZ ACIO
Em..tn3. ApOllc.tonr Bu..ru

OARNYL POLX
Chi.f T.ctholoey Ofic..

IRACY TI-LI || FlCIT
O.p{ry Dir.c6. adrnm - lT
GUSTAVO VAZCllrEz, AC|O
Conv.rg.d Cohmunlcalmi 8irrtru

ATTHOTIY CHOGYOJI
Chi.r hlom.ton S.cunt Olic.t rARA]I CHA'{DRA'I, ACIO
T€ch^olo{y S€.vices Bure.u
Microsoft LSP Participation Foun
(RfQ c ffAItc-00532 -lnachDent 2)
Compleie thb toam and return to:

Att ntidr: Unda Fakhouri
E-mail: lrslhou.i@nvco oro
Paymcot ehooH bc nradc lo:

RiveEida County lnlo.m&nT?chnology
3,150 14$ St rct. Fou.th Flotr
Riverslde. CA 92501
County ol RiveBide TIN *: 95-6000930
Comp€nyName: SHI lntemational Corp
Name. lroltrayee Maiurndar r'tb Senior Proposal Specialist a666!s 290 Davtclson Ave
Caty: Somersel, NJ ZP co66 08873 t.5o*n" I 848-764-8448 6s 3: 732{89669 e66s. [email protected]
ThG Colrrty ot Rjycr.ido a. t r. hct ol th. Mic.o-t t{stcr Agr..m.nt No. 8{!8.14?a5. ,J $Jc.tro.t Eg-dint thc plEducl! d licaraitg arrooH bc diGctad to lltc,t!o{f.

By riJnhg bclrr, I &n .$ccirg to pay tlE parthip.td! ,cGa ior aach cnroltnarn fid b cfbt hcd by lcvrragirg tL Courty of Rivqrire Maatcr Aoac.lricnl h accoadarce to Ola aaltcdr*a ,ll.fanccd or RFO t ITAFaC-{Xr532 trfll .ny xrbacquant cor*racE .rd, or airE }dmcr{r.

By riqnhq bclo-, I rbo ag.cc that all qlyo*nenta ril ba e$.tritlld to Micro.oll d-rat, to.Gpo.t Grrolmc acli\rity .nd comply b t'ro paymGi|l scrEdub pcr RFO * ITARC{p532 to Rit G.lirc Counay htomation Tecftnology.
o4D6t2024
SDn tur!
li/batlayee Maiurndar
Date
Senior Proposal
Prnted N6me
Revision l/06/2021
Tifle
Specralist
),4
Pbiaa rE Gacnco lia rlm Lncc in orrnalirn alrovc loa xlErE to aGra Ota payrnart Falw! io compty mly rearl in fE rwa.d bcirE ialcindcd.

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Docusign Envelope lD: D1C85720-9C7F-4A8E-8635-A6B1851FAAgE AGREEMENT # ITARC.OO929
EI
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.

E2 Standard Pricing Across all platforms
Microsoft 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.

EJ No charge Onboarding Services
Microsoft assisted onboarding is now a benefit of Otljce 365, Microsoli Intune. Azure AD Premium and Azure RMS. Eligible customers will receive guidance from a dedicated group ofonboarding 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.

E{ No Charge Security Incident Assistance
M icrosoft will engage special security teams in the event of an exploit ifyour organization leverages Microsoft security technologies as part of your enterprise agreement commitment. These teams will help you identift and stop the malicious attack and triage the incident. See your Microsoft Sales Executive for more details.
ta,5
E6 Additional Software Assurance benefits
With New Version Rights, you can upgrade each Microsoft product license that is covered by active Software Assurance to the most recent version for no additional cost. When a new version of Microsoft Office is released during the term of your agreement, your licenses are automatically trpgraded to the new version.

Rct rsron l/(16/2021
Oflfice Roaming Use Rights: Help expand end-user productivity and extend the value of your virtual desktop environment with Olfice Roaming Use Rights. which lets users with Software 15 Raise and lower commitment for hosted services during the Enterprise Agreement Period You can raise your commitment lor 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.

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AGREEMENT # ITARC.OO929
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 l'orecasting 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 lor 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.

Rcvrsion l/06/2021
16 Docusign Envelope lD: D1C85720-9C7F-4A8E-8635-A681851 FAA9E More information about the Software Assurance by products as listed above can be found at:
https://www. microsoft.com/en-us/Licensing/licensing-propra ms/software-assurance-byproduct.aspx?83ffdda4-a263-4123-9752-1122538c0a96=True

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DocuSign Envelope lDr D1C85720-9C7F-4A8E-8635-4681851FAA9E AGREEMENT # ITARC-00929
Exhibit E
Microsoft Enterprise Agreements and Amendments
Et)
E2)
E3)
E4)
Microsoft Enterprise Agreement No. 8084445.

Microsofl Select PIus Agreement No. 7756479.

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

Ilcvrsron l/06/2021
T7

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l\,tlii rr i,'rii \/olt ttrtr,r l it:ett:.ittr,1
Program Signature Form
MBAIIUESA number
Rlv60-8084445-MAMD2
8084445
Nolo: Enler the appllcable acllvo numbers assoclEted wilh lhe documonls below. Microsoll requlr8 tho associalod active numberbe indlcsled here, or llsted below as new.

For the purposes of thls form, "Customer" can mean the slgnlng entlty, Enrolled Afllllate, Government Parlner, Institulion, orolher party ent€ring in(o a volume licensing program agreement.

This signalure form and all contract doouments identllied ln the table below ar6 anlered inlo betwoen the customsr and th€ Microsofl Afriliate slgning, as of ihs effectlve date ldsntlflod below.

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By slgning below, Cuslomer and the Microsofr Aflillale agree that both parties (1) have recelved, read and understand the above contracl documenls, lncluding any websltes or documenls lncorporated by referonce and any amendments and (2) agree to be bound by th€ terms of all such documents, o
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<Choose Agreefient>
<Choose Agreemenl>
<Choo6o Agreemenl>
<Choose Agreement>
<Choose Agr€ement>
<Chooss Enrollmenl/Rsqlstralion>
<Choose EnrollmenUReristration>
<Choose EnrollmsnURsqlslratlon>
<Choose EnrollmenURegislration>
<choos6 EnrollmenUReqlslratlon>
Amendmenl to Contract Documenls cTM-FWK-CTC-AGR (808444s) Name of Entity.lafist be !g$at entlty name)' County of Rlverside srsnaturo^
prlrr"a
/futtl@ rtr"i"na L*"t N",,,t". RfCf++f.-l R . SAf
Prlnt€d Tltle S R.. |BocrrvRer,renrf C-oufO*Cf SP€C/4US f srsnaturo Date' O/ /30 f Z/.ZO
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Customer
ProgramSlgnForm(irSSlgnXNA,LalArn)ExBRA(ENG)(Oci2019) Pag6 { ol2 Docum€nl X20128d5
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Contract Document Number or Code
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cro50 Corporatlon
Prlnted Title
Signaturo Date
(dst6 Mlcroaoft Af llllate couttsrslgns)
ra'l.lon Printed Flrstand Last Name
Slgnaturo
Mlcrosoft Co
JAN 29
Agreement Eft€cllve Dato
(may b€ diflerenl thEn Microsoll's
Dul
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on bohalf of
n
Name of Entlty (mu8t bs l€galenllty name)i
Slgnaturei
Prlnted Flr6t and Last Name*
Prlnted Tltlo
Slgnature Dato'
Customer
Optional 2nd Customer slgnaturs orOutsourcer slgnaturs (lf appllcable) ' indicates required IloM
' htdlcat€'s pqulrad liod
ll Cuslomer requlres addltional conlaots or ls reporllng multlpls provious Enrollments, lnoludo the aPpropriats form(s) with thls slgnature form.

Aft8r thls slgnature form ls Elgned by lhe Cuslolnor, send it and lhe Contract Documsnts to Customsis channel partnEr or Mloroson accouil manager, who must submlt lhsm lo lhe followlng qddfoss. When th8 slgnalurs form Is fully ex€cuted by Micmsott, Customsr wlll recelve a conlkmation copy.

Mlcrosoft Coryora on
Dept. 551, Volume Llcenslng
6100 NellRoad, Sulte 210
Reno, Novoda 8951 1-1137
USA
Namo of Enllty (must be legal Bntlty name)i
Slgnaturs"
Printsd Flrst and Last Name*
PrlntEd Tltle
Slgnaturo Dato'
ProEamsisnForm(MSSignXNA, talAmlExBRAlENG)(Oc12019) Page 2 ol2 Document X20- 12445
Microsoft Affiliale
2020
Outsourcer

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l\/lhr li,r:irii
Amendment to Contract Documents
Agrc€m€nl Numbor
8084445
Vcllu trr e l-i r:et rsitt 11
Rtvco-8084445-MAMD2
Thls amendment ('Amendment") ls entered into between the partles id€ntified on the attached program slgnature form. lt amends the Enrollment or Agreement ldentlflod abovo. All t€rms us€d but not dsfined in this Amendment will have the same meatlnos provlded in that Enlollment or Agreemenl.

Microsoft Services Amendment to the Enterprise Enrollment Federal, State and Local Government & Public Educational lnstittltions Enrollsd Aflillat€ ls ord€rlng Professlonal Ssrvlcss describsd ln ths attached Statement of Servlc€s (SOS) ln connectlon wlth lho Products licensed by Enrolled Affiliste under lhe Enrollmenl. The parlles agr6€ that th€ Enrollment ls amended to add tho followlng terms that shall apply lo lhe services descrlbed ln lhe SOS.

Terms and Condltlons

1. Delloltlons, All terms dellnod In the Agreom€nt and th6 Enrollment shsll apply to thls Amendhent unless olheMlsB stat€d, Additional tBrms 8ra dofined 8s tollo,vs:
'customor" msans lhs l6gal €ntlty thath8s enler9d lnto lhe AgrBement; "customor Dala" inoans all data, lncludlng 8ll toxt, 6ound, sofr^,are, lmag€ 0I vldoo fles lhel aro Provlded to Mlqosoft by, or on behalfot Cuslomor and lb Atflllaies ln connecllon wilh Probsslonal Services:
'day' means a calendar day, €xc€pt referancas that spedfy Susiness d8y':
'Flx" or'Flxes'moans Product lixes, modificatlons, snhailcemonls, or thelrdeivalivee, lhat Mlclosonellher releases generally (such as Productservlce packs) or that Mlcrosofr provldes to Custom€rwhen performing Professlonal servlces to addrEss I speclllc lssus (includlng, but nol limlted to, worksrounds, pstch€s, bug lixes, beta fixes and beta bullds);
"Mlcrosoft" means lhe Mlcrosoft Afllliale that has entered lnto the Agredmenl and its Affiliates, as appropriate;
'Pre-Existing Work'moens any computercode ormaterlsls developed or olhe&lss obtslnod lndependenlly oflhe efforls ola p€rty under a Statemsnt of Selvlcesi
"Profosslonal sgrvlcas" means all Producl support B€rvlces and Mlcmsofl consultlng servlces or advice pmvlded to Cuslomer under this Amsndmenl. 'Prolesslonal Servlcos" doss nol lnclude Onllne Services;
'Servlca Dellverablos' meBns any domputer code or maleilalg, olh6r thon Products or Flxes, that Mlcroson leaves wllh Customer al the conclusion of Mlcrosolt's performanca 6flhe Professlonal S€rvlcesi "Slatemont of sorvlces' means any woft otdors, seNlce8 dBscrlptlons, or other descrlpllon of Professlonal Servicrs lhal lncorporal€s thb Am6ndmenti
AmendmlntApp v4.0 CTM,FWCCTC.AGR AD
Pege 1 oF6
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"Trado Socrot" means infomation that is not generally known or readily ascorlslnBble to lhe public, has economlc value as a r6sult, and has been subjoct to reasonable steps under lh6 clrcumslanc$ to mainlain ils secrecy;
"use" or "run" m€ans lo copy, lnstall, use, access, dlsplay, run or olherwise lnteractwith:
"Volumo Llqonslng Slto" means III{ ryll!!lqlgEgl!!aoll!@$i]]g&q!l]3ql! or a successor slte.

2. Seryrc€& The prgcise scope of lhe Professional SeMcos wlll b6 specifled in a Statemont of Services.

Customer or any of Cuslomer's Affiliatos may enter lnto Slatements ol Sorvic€s undsr this Amendment with Microsoft'E local Aflillatgs. Mlcrosofl'B abllity to dslivEr the Professlonal Sorvices depBnds upon Customsr's fulland timoly cooperallon, asw€llas the accuracy and completeness ofany inlormation Customer provldes.

This Agreemenl does nol obligale either parly or its Afllllalos to enter into any Statoments oI Seryhes. 3, Use, ownershlp, rlghls and restrrctlons.
a, Prcducls. Unlos8 otherwise specllied in the Enrcllmenl, uss of any producl is governed by lh6 use Rlghld spsclllolo each Pmduct and vorslon and by the lorms ofthe applicsble llcense agr€smont. b. Frxos and Sotvl. es Dollvorablos.

I Flxss. Each Fix ls llc€nsed underthB same terms as the Producl lo whlch lt sppll6s. lfthe Flx is not provlded for 8 sp€clflc Producl, any us€ lsrms Mlcrosofl provldes r,/vith ths Fix wlll apply. lf no use terms arc provlded, Customer shall hav6 a non,excluslve, porpglual, tully peld.up license to use and reproducs the Flx solely tor its lnlernal buslnoss purposes.

Customer may not modlFy, changs the lile name or comblne sny Flx wilh any non-Microsott computer code, except as expreesly permilted in the Agfo6ment.

Prc.Exlstlng Work, All rlght6 in Pre-Existing Work will remain the sole property oflhe party provlding lha Pre-Exl6tlng Work. Each party may use. reproduce and modlfy lhe olhBr parly'E Pre-Exlstlng Work only as needed to perlom obllgatlons related to profssslonal servic€s.
lll, Sa']/l..os Dellvorabres. upon paymgnt in full, Mlcrosoft grants Customer a non-oxclusivo, non-transferable, perpotual licanse to reproduce, use and modit th€ Sorvices Dellvsrables solely for Customer's lnternal buslness purposes, subjBct tq tha l€rms and condltions in this Amendment.

ArnendmentApp v4.0
Non.Mlctosoft soltware and teclrnology. Cuslomsr is solely responsible for any non-Microsoft sotlware or lechnology that Custom€r lnltalls or uses wlth ths Products, Fixes or SeNIces D€llverables, Customer may not lnstall or use non-Mlcrosoft ooftware or technology ln any way that would subjscl Mlcrosoft's intellectual proparty or tochnology to obllgallons boyond lhos6 included in thls Amendm6nt.
lv, Atliliates' rlghls. Customer may only sublicense its rights in Ssrvices Deliver8bles and Sqmple Code granted hereunder lo its Affillates, bul Customels Aflillates may not subllcense these righls, Cuslomer ls responsible forensuring lts Alfiliales' compliance with thls Amendment.
clM-Ftlrl(-cTc.AGR
d. Samplo Cado. Upon paymgnt in full, Mlcmsolt granb tustomer a non-oxcluslve, p€rpelual, nontransferable license to use and modlfy any Softwaro code provided by lvllcrosoFt for lhe purposos of lllusbatlon ("Sample Codo") end to rsproduce and distribute lhe oblect cods form of the Sample Code lor customels int€rnal busiless puIpgses only and not to any unat lllat8d thlrd pady. o. Reslrrcllons on use, Customer must not (and ls not licensod to) (1 ) r€verse Engineer. de-complle ordisassemble any Product, Fix or S€ryico Deliveroblg; (2) install or use non-Microsolt softwaro or technology In sny way lhat vrould subject Mlcrosoft's lntellectual property orl6chnology to any oth€r llcense torms; or. (3) worl( around eny technlcal llmltatlons io a Producl, Fix or Servlcos D6llv€rable or restrictons ln Product documentallon. Excspl Es €xpressly permitted In lhis Amendment or s Slatemenl of Ssrvlces, Customer must not distdbuto, subllcense, rent, lsase or lend any product, FIx or Service Dellverable, ln rvhole or ln part, or uEe them to offer hosllng servicos to a thlrd pady.

BD
Pag€ 2 ol6
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f. R$eruation ol Rlghts. Producls, Flxes, and Servlca Dellverables ar€ Prolocled by copyright and olher lntellectual property dghts laws 8nd lnternational treatles. Mlcrosoft roserves all ghls not exprossly grant€d ln thls Agr€ement. No rlghts wlll b€ granted or lmplied by waiver or estoppel. g. Suppotlab W of Products. supporl loi Products ls svallable undor lhe terms of a liconsing agreemenl, a separate Slatement of Servlces or under the lgrms set lorlh at ,1tlDi//suDDorl.nllorosoft.corn or a successor slle.
4- Confldontlattty, Subject to lhe requirem€nls o[ Cuslome/s public records and trado secfet laws (if any):
"Confldentlal lnlormatlon'lb non-publlo lnlormallon thsl ls dsslgnated "conlld€ntlal' or that a r€asonable person should und€rstand ls confidentlal, and lhe terms of thls Amendment, lt lncludes, but ls not limlled to' non-publlc informatlon regarding eilhor party's products, features, markoling and promotlons, and lhe n€gollated terms of any Statement of Servlces.
conlidontlal lnformstion does not lnclude Information thst (a) becomes publlcly svallable wlthout a breach of thls Amendmgnt, (b) the recaiving psrty recslvod lawfully from anolher source without a confldentlality obllgallon, (c) ls lnildpendonlly developed, or (d) is a comment or suggestlon vgluhteered about th€ olh6r party's buslness, producls or servlces.

Each party wlll take reqsonable stEps to prolect lh9 olh6r's Conlidential lnformatlon and wlll use lhe olher parly's Conlidenlial lnlormation only for purposos of lh€ partlas' buslnEss relatlonship. Nsnher party wlll discioso that Conndenllal lntormallon to thlrd partlEs, exc€pt to lls employees, Amlates, conlrectors, ad\rbor8, End consultsnts (c!lleclively "R€presentatlvss') 8nd thenonly oi a need-to-knowbasls, under non'disclosutE obll06llons at least as proteclivs as thls AgrBement. Each party remalns rEsponslble lol lha use of the Conlidentlal lnformation by lls Repressnlallvos and, ln lhe event of discov€ry of any unaulhoized use or disclosurs, must promptly notlry the oth€rparty.

A party may dlsclose the olherparly's conlidenllal lnformgtion lf rBquilsd by lawi but only atter lt notilies lhe other party (lf legally permlssibls) to enablo tho other pady to seek a protectlve order.

Neilh€r parly ls requhed to restrict work assignments of lts reprss€nlstives who have had access to Conlidenllal lnformallon. Each parly agre€s lhat uso ol lnftormatlon ln representatives' unalded memorles ln lhe devgtopment or doployment ofth€ parlles' rsspecllvo products or ssrvlc€s does not crsats llablllty undo. lhis Amendhent or Trad6 Secrot law, and each party agrees to llmlt what it discloses to tho olher accordingly.

Thess obllgallons apply for a period of livti yoals afler lhd confldontlal lnformallon ls lecelved.

5. Compfance wlth appllcable laws, p vacy and secwley,
a. Customer consents to lh6 proces8ing of personal inlormation by Mlorosofl and its agents to facilitate th€ subjoct maller oflhls Amendment. Customer wlll oblsln 6llroqulred crnsonts from thlrd parllos (lncludlng Customer's contacts, resellors, distribulors, sdminlstralorl, snd employees) under appllcable prlvacy and data protection law before provldlng personal lntortrlallon lo Mlcrosofl. b. Personal lnformatlon collected lhrough Prolssslonal SeNlces (l) may be lransferrsd, stored and procossed In lhe United Stat€s or 8ny other country ln whlch Mlcro3ot or lts oonkactors maintaln facilities 8nd (ii) wlll be sublect to th€ privaqy terms spBcllied ln the U$e Rights. Mlcrosoft wlll sbld€ by lhe requlremenb of European Economlc Aroa and Svrlss data protectlon law r8gardlng ths colleotion, use, lransfer, retsnlion and processlng of porsonal dala from the European Economic Area and Swltzellsnd.

Lr.s, Export. Mlcrosoft Products, Flxes End SqNIQ€S D€llvelables arc sublBct to U.S. export lurlsdictlon. customer must comply wllh all appllcable lntsrnslional and national laws, lncluding lhe LJ.S. Export Admlnlslrallon Regulallons,lhe lnternallonalTrallic ln Arms Rogulatlons, and end-user, €nd us€ and d€stlnatlon restdctlons by U,S. snd other gov€rnments relaled lo Mlcrosoft Products, servlces. and lechnologles.
c.
6, Waftanllas
AmendmentApp v4.0 CIM,FWI(.CTC.AGR BD

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a, Lmlted wa anllog and rctuddlas - ptotossronil Seryrco& Microsoft warrants thal lt wlll psrlorm Protesslonal SeNlces wlth prol€ssional care and sklll. lt Mlcmsoft lslls lo do Bo, and Customer nollfie6 Ulcrosolt wlthh S0 day8 of the dete the pmb$lond Ssrvlces were performed, then Mlcrosoft v,lll, at ltc dlscrsllon, ollhor rs.perfurm thc profosslonsl Ssrvlc€s or retuA ths prlc6 pald for them. Theso remedies 8r€ Custom8r's Bols remsdl€8 for brBach of warranllea in lhis secilon.

CuslomBr waivos any breach ofwsnanty clalms not msds dudng ths wananty pgriod. b. Excrusrons. Th€ warranties ln this E€clion do not covsr problemG caused by sccldonl abuse or use ln a mannor lnconsistent wilh this Amendmont, including tallure to meit mlnimum system requiremonts. Theso warranlles do not apply to froe, trial, pre-release or bels producls or to componBnts of Products that Oustomer is permlttod to redislribulo. DISCLAIMER, Excoplfor thE llmltod warraltleo aboyo, MlcJoroft provldes no otherwarranles or condlflonG and dlsclalms any other expre88, lmpllsd or. stalulory warranllas, lncludlng walranllea of quality, . morchantablllty, fltnasE ,or a partlcular purpose, fltle afld non]ntrlnssmrnt. 7, Delensa ol thlrd-pany claims.

To theextenl not ptohiblted by applicable larv, tho par06s willdelend each otheragalnstthe lhird-parly claims d€scribed ln lhls sectlon and wlll pay ths amount of any resulllng adverse llnal judgment 6r alprovod seltlom€nl, but only iJthe defending party ls promptly notifled ln wriung otthe claim and ha; the rlght titontroi the defense and any setllemeot oF it (subjecl lo (subjoct to 28 U.S.C. S 510 ls Customer is a Federal Govemment 6gsncy). Th6 party belng detended must provtdo the defending party vrith all rsquest€d asslstance, lnformatlon and aulhorlty. The dofending pa y will rBimburse the olher party for rearonable outof-pockel expenses it lncurs in provlding asslstance, This ssction desc boe the paniea, sole remedies and enlire liability for such clalms.

By Mlcrosolt, Mlcrosott will defend Customer against any lhird.party cleim to tho sxtent lt sllsges that any Fixor Sorvlcos D€llverable mado svqllable by Ml$osoft fora foe and ud6d wltNn the Ecaps of Seclion 3 of lhi6 Amondment (unmodilied from the form prcvld€d by Mtcrosoft and not combin;d with anything else) miseppropriatss a trade 8€crst or dlrgc y lntringes a patont, copyrlghl, or trademark or olher proprlolary rlghl of a third parly. tf Mlorosolt ls unable lo resolw a chlm of infringement under commercially reasonable tems, lt may, at lts option, €ither (1) hodlry or replace lhe Flx or Servlces Dellrersble wllh a functlonal equivalenti or(2)lerminatB CustomBr,sliconso and rcIund any fe€s pald for such Flx(es) 8nd Sorvlcee D€liv€rable(6), Mlcroson will nol bo llable lor any clalms or damages due to Customer's contlnued us€ of F Product, Flx or Services Deliverable after belng noliliod to stop due lo I thlrd.psny cblm.
b. By Customer. To the extsnt pBrmltted by applicabls low, Customor wlll defend Mlcrosott agalnst Any lhird-psrty claim lo lhe oxtenl lt alleges lhat Customer's use of any Fix or Servlces 06liverable alone or ln comblnallonwilh anything olsB, violates tho law or damqges a thkd parly.

Notwilhslanding the foregolng, Mlcrosoft's rlghls set lorlh ln lhis section (and the rights of the third party claimlng hfrlngement) shall be governed by the prcvlslons of 2E U.S.C, S 1498, tf Customer ls a Federal Governmsnl agency,
c.

Each parly's ma(imum, aggregate llabillty to lhe olher is llmlted lo direct damages linally awarded in an amount nol lo exceed the amounts Customer wes required lo psy lor the applicable Stalement of SeNices, sublect lo lhe followlng.

Froe Professlonal Servlces and Dlstrlbutsblo Codg. For Professional Servlces providdd fr€B of chargo and code lhat Customer is authorized to redisklbute to lhlrd partles without a separale payrnenl lo Microsofl, Mlcrosofl's llablllly is limitod to dlrect damagos tinalty awarded up to us$5000.

B. Llmltallons ol llablllty,
a.

AmeMmantAppv4.0
b, Excluslons. ln no evsnt wlll elthsr party bs liablo for any lndlrsct, lncldental, 6poclal, punlllvo, or consequo[tlal damages, or for loss of uss, loss o, buslneas informauon, loss of rovenuo, or lnteffuptlon of bu8lno8s, howgvor cauaod or on sny thaory of llab ty. c. Excsptlons. No.limltallon or excluslons wlll apply to liablllty srising out of ellher party's (1) conlidenllallty obligatlons (except forallllablllty reletod to Customer Dala, which wlllremitn iuUlrici CTM.FW('CTC.AGR BD
Paoe 4 of 6
a.

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Either parly may termlnats this Amendment al any time without cause by glving the other parly at leasl 60 calendar dsy6 prlor wrlllen ootlcs. Termlnaling lhis Amsndment wlll not aftoct any sxlsting statements ol Servlces butwlll t6rmlnate lhe abilily ol the parlles lo enter lnto subsequent Slalements of Servlces.

Cuslomer may lermlnate a StatEment of Servicos upon 30 days' notice. Ellher party to the Ststsment of servlces may lermlnale it lllhe oth€r pady ls ln matedalbreach or default ol any obllgstion thst ls not cured wlthln 30 calondar days' nollco olsuch broach. Mlcrdsoltmay terntlnale a Statemenl of Servlces ifCustomer falls to pay any lnvolce lhat ls more than 60 days outstanding, Customer agr€€s to pay all fees lor Prof€ssionBl S€Nices performed and expenses incuned prior to lermlnation and any addltional smounts that may be speclfled ln a slalemenl of Services. Upon Mlcrosolt'8 Iec€ipt of paymanl fol lh€ Professlon8l S€rvlces, cuslome/s lnlEresls ln lhe Servlces Dellverables wlllvesl.

10. Mlscelleneous.

Nollces. Ngllces must bs s6nl to lhe addross on th6 slgnaturB page of thb Amendment or on an applicable Stelgmont of SeNiQes. All notla€s, aulhdrizatlons, and r€quests given or made ln connecllon wllh lhls Amondment must be ln wdllng 8nd will be t€el€d 8s dellvsred on tho dale shown on the Btutn rocelpt or on lhe courlea or fsx conflmatlon of dellvery. Mlcrosoft may provide lnlormatlon to Custom€r about upcomlng ord€rlng d€adlln8q, ssrvlces and subscrlptlon lnhrmstlon ln electonlc form, Including by emall to contacls provlded by the Cuslomer, Emalls will bo keat6d 6s dellvered on lhe lransmlsslon dale.
tolhe limitations and excluslons above): (2) defense obligations;or (3) violslion ot the otherpsrty's lntellectual property rlghts.
g. Tonn and lamlnatlor,, This Amendmenl will remain in Gffect untllterminated b, Appltcable law; dlspute resolullon. This Amsndmont togetherwllh lhe applicable Statement oI Servlces wlll be govcrned by the laws sel forth ln the Agr€oment, c. Sovarabltlly. lf any provlsion of thls Amendment ls hold to bo unenforcsable, tho bslance of the Am€ndmentwlll remaln ln full force and effect.
d. Walver. Failurs to enforce any provision ofthls Amendment will not conslltuto E walver. Any walver must be made in writing and signed by an aulho zed repr6entallve of tho waiving pa y. e. survlval. All provlslons survive t€rmlnatlon or sxplratlon of this Amsnddenl, oxcopt those requlrlng performance only durlng lhe tenn ora Statement of Services. f. Mlcrosoft as lnddpe4denl conlractot. The parllas are lndopendent clnt.actors. Customsr snd Mlcrosoft each may develop producls lndependontly wlthout uslng the otheis contldentlal lnlorm6tlon.
g. lJse of coot/,aclors. Microsoft may uso conkactors lo psrForm Prolesslonal Servicos but wlll bB rosponslblo forlhslr pdrforhance subject to tho lerm6 of thls Am€ndm€nt, h. lnsutance whlle porfomlng Protgsslonr, servrces o,, c[storrerb premrses. Mlcrosoft wlll maldtaln lndustry-spproprlate lnsurance coverage at all tlmes when perfomlng Professlonal Ssrvic€s on customer's pftrmlsss underlhls Amendmant vla commercial lnsurance, s€lf-lnsurance, or any olher slmlldr risk linanchg allomathre. Microsoft wlll provido Customer wlth evldonco of coverage on r€quest.
t, Amendmenls. Any modlflcatlon to thls Amendment must be executed by both parties, except that Mlcrosofl may changs the Producl Terms and Use Rlghts ln eccordanc€ wllh ihe torms of the Agreement. Any addltlonal or connhllng t6rms and condillons contained ln Cuslomer's purchasq ord€r ar6 €xpressly reiected and willnot 8pply.

J. No trcnsfor of ownorchlp. Mlcroson does not lransfer ownershlp rlghls ln any Prcduct. Tho Prgducts are protected by copyrlght and other intellectual property rights, laws and lnlemalional t.eailBs.

Amendmenl,App v,l.0 CTi,{,FW(-CTC.AGR BD
PagB 6 of 6
I

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k. ProfossroD.rscryrcoa paymonalotma, Custom€r 8groes topsy allfees ln a StetEmsnt of Servlces wilhin 30 day8 oflhs dare ofMlcrosoft 6 rnvorce unlesslhe stst;m;nr of servlcss provld€s orherwlse, Mlcrosofl may assass a linsnco charge of lhe lesser of lA% pBr Bnnum, accru8d, cslculslod and paysblB monthly or the hlghost Emount qllo!,red by lew on all psst due amounls duo to Mlcrosoft, Mlcrosofl wlll havo no obllgallon to con nue to pmvido pmtossronal servlc€s lf cuEtom€r fails to male llmely peyment. ,. Iaxes. -lf any amounts arB Io be psld to Mhrosoft, lhe amounts owsd ara excluslve of any taxgs. Customer _shall pay all valu. added, good6 and B€rvlc€s, salas, grgs8 recelpts or oth;; transaction taxe8, fegs, chargos or surQharges orotherslmllar taxB8, chares or leee orany regulatory cosl rocovery and other surcharges thal are owod under thls Al',sndment and whlch ilh;osoft l; pemltted to collect from Custom.r, customer shall €lso bs rosponsible for qn appllcqbl€ st.mp taxes and for all olher laxes lhat lt ls l€gally obllgated lo pay, lncludlng any taxes tlat arlee on thb dlerrlbutlon of provlslon of Prof.sslonal servlcos by customBr to its Alljl;tes. Microsoft shafl be responslble forpayment of alltaxes based upon lls n8l Income, gross recelpts taxos lmposed ln lleu or lax€s on lncome or prollts, or taxes on Mlcrosoft's prop6(y ownorship. lfany laxes are roquir.d to be withheld on paymenrs made to Microsoft, custom€r may deductsuch taxes from lh6 amount owed and pay them to the appropriate taxlng authorlty; provlded howevar, that cusromer shall prompfly socure and dslver an oflicial rocoipt for lhose wilhhodings and othei documents reasonably requestsd by Mlcrosofl to clarm a forergn tax credl or refund. iuslomsr wi €nsure lhat eny taxes withh€ld are minlmked to lho exlent posslble und6r appllcablo law. ,r. No thlrd.party beneticlarle8. This Am8ndment does nol creatB and third-party bensliotary righls.

Exc€pl forchanges made by this Amsndment, lh6 Enrollmsnl or Agreoment ldentiflod above rsmalns unchanged aRd ln fullforce and €ff6ct. lfthsr€ is any conflict botweo-n any proviston in this Amendment and any provlslon ln lha Enrollmenl or Agreemont idontiliod abovo, lhls Amondment shall conlrol.

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

Mlcrosoft lnternal Use On
-Consulling Services Amendmont for EA
Attach.docx
CTM CTM"FWK.CTC.AGR BD
AmendmmtApp v4.0 CTM.FW('CTC*GR BD
Psgo 6 or 5

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E Microsc,Ft \/olr-r rle l-icens rrrgl
Program Signature Form
004-kayleed-S"04
8 o7,ws
Notc: E ler llre apnlicable irctrve nurnhers associaled viilh lhe documenls belor,r. lvlicrosoft reqtlites lhe associaled active nuriber be h)dicated here. or lisled below is new For lhe prrrposes ol lhis lol.ln, 'Customer' can mean lhe si{,ning enlily, Enrolled Afliliale, Goveflrnenl Partner. Inslilr rti()n, or olhcr pr(y snlering inlo a vofumc llconsing firogram agrccmenl.

This shnaltrle lorrn and all conlracl dDcuments identilied io lhe lable b€loiv are enlered into between the Cirslomer.rnd thc l/icrosolt Afliliate signing, as ol lhc clfcclivc datc identificd bclo!,/- GoiIE@@rEs5.,rI
Enler ise A0reernenl
.lohoose Aeaeernenl;.
<Clroosc Agrccnrcnl)
x20-10209
Documenl Nrrmber or Code
Oocumcnl Nunrber or Codc
j-q!]_o,o_sl--4s reeNenl>
<Chaose Agreenle :'
-
<Choose Enrolhient/Reqistratiorl>
Oocurrrenl Number or Code
Documeol Nuorber or Code
ooiiurneor Nu,iri6r oicoite
<Cl)fiJse Entollrnenl/ReOislrrlion> Drlr:rrnEni Nrrtber or Code hoose EnrolhenURe islralion> 0ocumenl Number or Code
<Choose EnrollmenVRe rslralion> Documenl Numlrer or Code .11!o_oqq lqqlltenlBcuE!rslisl:

Anlendmont lo Cont'acl Docultlenls
Oocunrenl l.luml)er or Code
CTNI.CPT.O .FWK (!!I),-
J li' ul ::- t/)-r Z^l f,.{ o\
o Il,,
L
UJF
{
Uy signing below, C(slompr and the lricrosotl Alliliate agree that bolh nariies (l) have reccivcd, rca(l and underslai)d lh6 above conlracl docrrr'rents, includrng au'/ wellsites or docurnenls incolporated by relerence and ar]y anrcndmerrls and (21 agree lo be bound by lhe terms o[ all such documonts.

Name ot Entity tity nanre)' Courtly ot Riv€rside
z
f
o
o
Sinnatrrra'
I
o
2 z
z
a
Printed First and Last Namo'
prifrred rite 5 r- Plocure
Rich{
l,r-llot,1-
r
^Ju3;,..,u,,.1 Cott
Sigtlat(lre Oate' A z,z 2o/'
E
(o- -c,(
a
o
Iax lD
1n
' irlicalas rcquired lield
.D
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Pr Lvjnll ISr/-rrrf o' t n( lrtS 5iq,1)r frA, L:rl,Art lExB 11A. MLIiENC l1Arq2,3 I n l

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Mitrosoft Corporalion
Si0 r rakrre
Printed First and Last Natne
Prlntod Titlc
Slqrlat(lre Date
(dalc !1rc:!soll Alfilralc coonlc,atClsl
Agreclrellt Eflective Uate
4,:riy b. dflerpn! lhsn l4i?o!,rll s syJnetort da!c) 8 (a3 f,o l1 ---" -- --f
Optiorial 2'd C(lstolrlcr signaaure or OUtsourcor sign.trrrc (if appliceble) Nan)e of Entity (inust be lagal entity lldrne).

Signatrrre"
Prlntcd First and Lest Name'
Prlntcd Tltle
Signature Date^
' ittlicalt$ t cquhed fidd
Name of Entily (nrrrst bo lcgal cntity namclr
Sagnaturc'
Pri[tod First an(l Last Natne^
PrlDted Iittc
Signature Oate"
' ]/tchcales rcOu 'ed li@ld
l, Custonrer /equires physical rnedia, addiiional conlacls. or is reportillg rnult;ple previous Enrollments, include lhe approprialc form(s) vrith this signature Iontr.

A(er this sio[atrtre fornl is sioncd by thc Cllslonler, send il lld llre ContrssL Docunrenls lo Cuslonter.s charrrrel purlrrer oI lJic{osblt aCCoL rt mana0er, who tnusl sUbmil thenl to the following address lvhen Ihe signalur€ fonr is lutly e)ieculed by iricrosofl. CU:lomer vrill reccive a Donlirrnaliott crpy Microsofl Cotpora?io
Def,l. 551, Vol!rne Licansh(
6100f.leil Road, Suite 2'10
Rerro. Ncv;rda 8051 'l. l 137
USA
fir/firrafqhrmdR
-M EE
AUG 23
Mlcrosoft
ail
bshalf of
ration
t9
r6tlon
D
Co
EA
o@0oB't'
Proy6'nsigrTornlMSSin^liNA | :!.inrii,nRA t liErl(:t(A!a2ol4t lrrilc 2 .,, ! I
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t-l r
EI fi/iiclcrsol'i
go F+++q
Vo lt r rrrc: [-icen :; in g
004-kaylee(l.S-04
This rncndrncnl fArrlcndment") is enlered irllo belween the 0arlies ideItiligd on lhe altacl]erl proqlarrl si0natu r e fo m. lt arnen ds lhe Enr ollnlen I or n S reerner rl ider rlified ilbol/e. n ll terms use(l tl(ll nol (lolin ed in tl'ris Ameir(fin'?rl will llavD lhe same nreanings provided in that EnlollmEnl or Aqreernenl Enterprise Agreement
Custom Terms CTIM
Seclion 6a, '-fcrn", is l'rcrcby arnendcd alrd reslaled as lollo\ s:
a, Term. The lerm ol lhis Aorcentenl r,/ill remain ln ellecl unless ternlinated Uy cilhel pa(ly as descrit)ed llelo\./ EItch Er)lbllrnenl 'r,/ill l|ave lhe iornr providD.l in lhat Enrollrncnl 2 The pricing lhal l,4icrosoll r,rill ofler Ernolled Affilialc'$ Rcseller foa EnrollInenls effccliv. belrveen Novenrb€r 1, 20l9lhrough Octob€r 31. 2021, aM lhat v,lll apply for lhe enlire initial le/in o[ such Enr0lhnenls, is ,s lollo\4's:

Prodrrcl P rice
Level
Examples lnchrdc bllt arc not limitE(l to
the lollowing':
lln o!rrrple! inc uql{ u:ilnr.r }cilirca lll{t ir.e uv r ciu s ll|! cEPrEzc€lor qdetnme,rl cror( ctlelngi ''OraliS/inn Ent.rD.ir. Onine S.rvi.ar :ir. (€rti[4d iA lhe n.airrj Terns v,ilh lhc,:el ral(le cl Fr_]'iolhe!iblestor 'rrrog iln Arti luiilily'. tlrt !c!!\i 01Er{c'piila (]1lnte ler..'rce! as sLrJj"il lo chu'A€ llrExle'pise Oalinc Seruces ilre:,{iled. (raarledrro! 5e{lcr.ermleJ iorn the C le(OiitE DrcArem c,lcrirl(l E:(chrsioirs anply to lhq addilional2% discount on EnlcrFriss Onlinc Serviccs at Iollo\',rs Erterprise Onlll|e Servlces"
(includiio liull USLS. l;.onr SA
USL9, Add ons a'rd Step upsl
Le'/el D
Level D
rnilliJs 2%
t l-rrs E3 and E5, Enterprise Mohility +
Securrly E3 and 85. Olfice .165 Enlarprise
E1 or E3. Win.lorvs l0 Entelrrrise E3 or Es
Ot,ice 365 Pro Plus, Windot/s 10
Eoterprise, Co.e CAL \^uile. Ente?rise
CAL Suile
Entcrprise Pro(lucts
A(ldiliooal Products Le',,e1 D
Server ard lools Pro(lrct
(apolies to Seryer and Clold
InfollnrentS only)
LeVeI D
NI365 F1. l\,1365 E5 Cornpliance, M365 E5
Sccurity, Ofiice 365 Elrtornrisc F1, Proicct
Online. Visio Or)line Plarr'1 or Plarl 2.
[)ynanrics 3ti5, .Azrrre, SOL Serv€r,
Windows Server. elc.

SharePoini Server. SOL Serv€r. BizIalk
Sc.vcr. Visral Slrrdio Corc lnfr.slr(rkrc
Suiles, elc.
.A!
'
n-.: |Ln r'c' nl{p! v4 q ct tut.cPT,oPT-Ftli( BD
Amendment to Contract Docttments

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. Theprice lisl monlh that applies to an order is not a laclor in determining whether the addilional2% discourrl oh Entelprise Online Services rlay be ,ppli€d to an order- Tlte r]nly applic€hb faclor i5 lhe elfective dnie of the Enrothent. . Ihe cliscount does nol anply lo ary exlengjons ot lhe inilial Terrn or renelvat Enrollmcnts
. The (liscount docs not ripply to any prornolional Sl(Us. Errolled nfiili;rte is enti ed to lhe tower of [re prottoti0t]al ptice or discoL lterl pricc.

The tnrce level llral appries to E.roflmenrs ellecrive orl or afler Noven]ber I , 202 r is L€vel D lor all Irfo{ U.:ts.

The Rcseller and the Enroled Affilate wi dete,nhre the Enrdlted Alliltale's actuat pric; and l)oynr-.nl lcnnr.

Except for cl).1rtges llnde by thrs A relrdrt]e t, lhe E||rollment ot Agreell]enl irlentified above rerlairrs 'rnchantred ;rnd in frllforccand eflecr lf there is any conrlicr bel*reen any provision ln lhis Amendnre.r ,rd rrry rr,(.,\'ision in rlre Enro[rnert or A0reemenr ir,er)ririe(lalrcve. lhis Arir:nrrnrehr sh.rl (:onrror.

Th is Amendment must be atlacherl to a signature form to be valid.

Microsott lrtenrill U$e
Ftivrtrside Count IA tJ.7.d ocx 0 rlt,l c1 r,/-cPl-OF',t-t:WK LIL) ,\nre..:kner:01r-n,,,/l I aTLt.cPT,OPT.F',^/( 6D
I

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6'
C [\/iclosoft Vo I r.r r"l r e l" i ct-.ns i rrc..;
Enterprise Agreement State and Local
llol 1.'r l,se willr trl,cros(rl nliirress Agrcerrrenl rx L'li.:rirsr)ll Pilsiirss atlil S{rrek:Ps Auree,lPrn This i,,licrosofl Eoterprise A0reemenl ("Agr€iemenl") is entered into t elween the enlities identilied on the signature [orm. I
Efrective date. l he effective date of lhis Agieenrenl is the earliest ellectivs date ol any Enrollnent entered rnlo under lhis Agreernenl or the date lMicrosott accepls lltis Agreenlent, !vhichever is earlier.

This AgrBement consists ol ( 1) thess Agreemenl lerms arlrl condilions, incltding any arnendrnerrts and lhe signatule fornt and all altachnrents idenlrlied therern. (2) lhe Pro([rcl Terms applical]le to Pro(lucts licensetl under lhis Agreernerrl, (3) lhe Online Services Terrns, (4) a[y Alliliale Enrollment enlered irlto under lhrs Agreement. an(l (5) any order subnrlte.l under lhis Agtcemenl.

Please not€: Docurnents relerenced in this igreement bul not atlacl'red to the signatu.e form may be round at lrtlD.//\,.,ww rnicrosolt.corn/lrccrrsl!-ii9qf!Ie9!E ancl are incorporaled in lhis Agreemenl hy lelerence, including the Product Tenns and Use Rights. These documenls may contain additional tcrms and conditions lor Prodtrcls licensed under lhis Agreement and may be changecl lrom lime to tirne. Customer shoul(l roview such documonls careflrlly, both at the tirne ot signing aod periodically tlrerealter, and fully ur't(lerstand allterins an(l con(itions applicable to ProdLlcts licensed Terms and Conditions

1. Definitions.

Afliliate" rneans
a. wrth regard to CLrstorrer,
(i) any governmenl agency. de'partnenl, olfice, illstrumentalily, division, unit ot other enlity ol the slate or local governrrienl lhat ts supervised by or is parl of Cuslornel. oI v/hich supervrses CLrstonrer or ol whiclr Customer is a part. or vrhich is under common supervision 1,,/ilh Cuslomer:
(ii) any county. lrorough. comrironwealth, cily. muricipality, lown, lownship, special purpose . district, or other similar lypE ol governmental instrumentalily established by the lav,/s of Custo,ner's slate and localed wilhin Customer's stale jurisdiction and geographic boundaries: and
(iii) any other enlity hr Custonp'r's slale expressly aulhorized by the laws oF Cuslomei's slate 10 purchase under slale corrtaacts: provided lhat a state and rls Affiliates shall nol, for purposes of this definition, be consadered lo be Atliliates of the federal govenmEnl a|td its Alliliates, and
b. \r'th regrrd lo lvlicrosoll. any lergal entily lhal Microsoft owns, lhat o\,.rns Microsofl, or that is under common ownership \'rilh Microsofl,
"Custorrer' rneans the legal enlity thal has enlered inlo lhis Aslreemenlwith fvlicroso[l "Customer Data" means alldata, incltrding Jll tert, st,una, softtvare, image, or video fales that are providecl to Microsott by. or on behalf ol. an Enrolled Affiliste and its Afliliotes through use ol Online Services. "day" ryreans a calendsr day, except lor' references that specify 'busioess day' "Enrolled Alfiliale'means ar) errlily, either Cuslorne{ or any ooe of Custorr)er''s Afiilaates lhal has efltered into an Enrollment trnder lhis Agreemenl
l:l.2 o I6ni.tr (trSJsl.( i{Ell(il(l iuv2(l I 0) Pit$clDlll Dnd n r rcnl X2U- 1lr2(lJ
I
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''Enrollmsr11" rnsonr llre docurnenl that an Enrolled Affiliate subnrls under this Agreemenl to place orders lor Prodl|cls
"Enterprise' mearls an Enrolled Alliliale and thB Alfiliates lcr which il is responsible afld chooses or) its Enrollmenl lo inclrrde in rts enlerpflse.
'Fixes' tneatts Producl lixes, rnodificationsl or enhancements. or their derivatives. that Microsoft either releases gerreralty (such as Producl servrcerpacks) or provirtes to cuslomer to address a sDecific issue. ''License" rneairs lhe righl to download. insta'll. access anrl use a Product. For cetlain Products, a Llcense []ay De available on a llyed terol or subscription basis ("Subscription License,), Licelses lor Online Services will be cofisi(lered Subscription Licenses
'lUicrosofl" nleans the Microsoft Alfiliale that lras enlered inlo tl)is Agr'eernenl or au Enrollnrenl and its Alliliates. as appropriale.
'Onltne Serviqes" trreans the Microsofl..ltostJ<i services ideolilied as Online Sewices io ttre Product lerms.

I
"Online Services Ternrs' r'reans the additi<inal lerms lhat apply to C(tstomels use of Otrline Services published on lhe Volunre Licensrng Srte an(l up(laled frorn tBne lo ttnte "P.oducl" means all proclucts ldenlilied in lhe Prod([l Tenns, such as aI Soflware, Online Services ancl other web-based services, including pre-reiease or bela versions "Product TeIms' fi]eans lhe (locurnenl lhal piovides intonnalion about Microsolt Products and prolessional Selvices arailable lhtouglr vol(,me lic€nsing. The Prodlrc:l Terms rlocumenl is published on lhe VolUDre Licensing Site and is updaled.koln time (o lime
"SLA" nteans Service Levet Agreernent, urhiCh specifies the mininrurn service level For Online Services and is published on the Volume Licensing Site.
''Software' nle.rns licerlsed copies of tulicrosdlt software identilieci on the l)roducl Terrns. Soltware doe., nol include Online ServiDes, but Soflware ntay be Darl of an Online Service. 'Softl,t/are Assurance" rs an offennq by Microsoft that provides new versicn .ights and other benefits lor Products as fu(her descrihed in lhe Producl Ternis.
"li ade Secrel" means inforrnation lhal is flot generally kno\.vn or readily ascerlainable lo lhe public. has econornllJ value 3s a resull. and has been subject to reasonabl€ steps under lhe ciriumstaoces lo lnainlairr i(s secrecy. I
''use" or "run' means to copy, install, use, aTess, display, fun or otherwise inleracl. "Use Righls' means the use riglrls or lenns 6l service for each Prociuct p'rblished on lhe Volun)e Licensing Sile and updaled From lame to time The Use R ights supersede the lernrs of any end user license agreem enl lhat acconrpanies a Product. The Use Righls fof So[lrvare a€ published by Microsorl in the Produ;t ] ernrs The Use Rights tor Online Services a€ published in the Online Services Terms. 2 How the Enterprise program works.
a. Gerr€ral. The Enlerprise proorim consisls ol the lenns and conditions on which ao Enrolle(l Affiliate rray acquire Prorluct Licenses. Under lhe Enterprise program, Cuslonrer and ils Afliliates may order Licenses lor ProdLrcls by enteflng rnto Erlro menls D, Er)rollrrrents. The Enterprise program gives Custonler and/or its Atliliales the ability to enler inlo one o[ more Enrollments to order Pro(lucts, Subscription Entollmenls may be available for some of lhese Enrollrnenls. l.lotwilhstandirlg a y otlrer provision ol lhis Agreement, only Enrolled Alfillat€s identilied in a'n Enrollment will be responsible for cornplying with the tefin; ol lhat Enrollrnent. inctudrng the lerms of lhis Agreement rncorporated by telerer]ce in lltat Enrotlntent
F 2l,1 l6I{(1lS)Sl Ci(FN(;XNovzl)161 nagc 2 ol ll
Do^rneDl X2n.11209
"Volunre Licensing Sile' nreans hllp:/lww\.J.firicrosolt.corn/lltensinq/contracts or a successor sile i

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3. Lfcenses foL Products.

Liccnse Grar)t. [4icrosofl graols lhe Enlerprise a non-exclusive, v]Q(ldwide and limited right lo do.'rnload, inslall and use soltware Produc,ts, and lo access and us€ the Online Services, each in the qnanlity ordere(l undel an Enrollment The righls granled are subiect lo lhe terms of this Agreerrrent, lhe Use Righls an(l lhe Prod(rcl Terms. Microsofl resetves all rights nol expressly granled in lhis Agreerhenl.

Ouration of Licenses. Subscription Licenses and rnost Soflware nssurance rights are lefi]porary and expire ,rhen thi applicable Enrollment rs terminated or expires, loless the Enrolled Atflliate erercises a buy-out oplion. which is available lor sorlle Sllbscriplion Licenses.

Except as olherwise noled ir) llre applicable Enrollmefll or Use Rights, all other l.icellses becorne perpetual only rrhen all paynrents lo. that License have been made and the initial Enrollmenl lerm has expired.

Al)plicable Use Righls.
{i) Products (other than Onlirie Setvlces) 'lheUse Riqhts in eflect on lhe elfective date ol the applicable Enrollnrcnt lernr \eill apply 1o Enterp/lse's use o[ the verslon of each Product thal is currenl al the lime. For lulure versions a^d new Producls. the Use Rights in eflect ivhen those versions and Prodrrcts are first released will apply. ChBnqes Microsolt makes to the Use Righls for a psrtiiular version will nol apply unless lhe Eumlled Atliliate chooses lo have lhose changes apply. The Use Rights apDlicable lo perpetual Licenses lhat were acquircd under a previous agteem€rrl oI Enrolltnenl are deternined by lhe Agteernenl or Enrollment un(ler whlch they \tere acquired. Reoewal ot Sottware Assurance does nol clrarrge $,/llich Use Rights apply to lhose Licellses.
(ll) online Scrvlces. For Online Services, the Use Rights in ellect on the subscription start dale rryillat)ply lor the subscription term as delined in the Produci Ternls.

Downgrade raghts. Enrolled Afiiliale rnay use ar earlier versiqn el a Product other lhar OnIne Services than the version that is currenl on lhe efreclive date of the Enrollment. For Licenses acquire(l an lhe current Enrolheht tern, the Use Righls for lhe curre,rl version apply lo lhe use of the earlier version. lf the eailier Pro.lucl versioi includes leattlres lhat are lrot in lhe ne!./ versron, lllen the Llse Rights applicable lo lhe oarlie. version apply wilh respecl to those feat(lres.

New Versiorr Rlglrts undff Software Assurancs. Enrolled Affiliale musl order and marnlaln continuous Soflware Assurance bovgrage for each Llcense ordered. With Soflware Assttrance coverage, El]torprise autornaticdlly has tl']e rigl)t to use a rerv version of a licensed Product as soon as il is released, even rf Enrolled Affifiale chooses not to use the new velsion immed,alely I
li) Except as olherwise perrnittbd under an Enrollmenl, use ol the new version willbe subiect to the new velsior]'s LJse Rights.
(ia) lllheLicense fol lhe earlier version oflhe Prod{rct is pe.petual at lhe lime the new version is released, lhe License for the l]ew version vill also be perpetual. PerpetLtal Licenses oblalnerl through Soflsare Assurance replace any perpettral l-ic€nses fo( the ea ier version.

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l-icensc confirmation. This Agreement. the applicsble Enrollment, Enrolled Affiliate's olIler confirrralio[, and any documenlation evidencing lranslers ol perpetnal Licenses. logell]er wilh proof ol pavrr)er)1. r,,/ill l)e Enrdlled nrliliate's evidence of all l-icenses oblained under an Enrollntent
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Licenses. The types ol Liceirses availalJle are l1) Licenses ohlalned urtder Soltlrare Assura ce (L&SA), arrd (2) Srtuicription Licenses. These Licenso lypes, as well as additional License Types, are furlher desciibed in lhe Producl Lisl. e
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4 q. Reorganizations, co[solidstlons and privatizations, ll the number ot Licenses covered Dy arl Enrollmenl changes by ntore lhan len percenl as a result of (1i a reorganization, consolidalion or privalizaliori oi ar) enlity or an opeEling division. (2) a privatization of an Afliliate or an op€rating division ot Ellrolled Aflitiate or any ot its Afhliates, or (3) a consoljdation includiflg a rnerger wilh a lhltd pany that has an existit)g agreemenl or Enrollment. MicrosDll will work with Enrolled Affiliate in good fartlr to dete nine lrcw lo accomrrodate ils chsnged circumstances in the context of ihis Agreement.

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Making copies of Products and re-imaging rights.
a. Gc.reral. Errrolled Alfiliote nray' nrake as many copies ol products, as it needs to clistribute them v,,ithin the EnterprisB. Cot)ies mu!.t be true and complete (inchrding copyrioh( and lradenrarl nolices) fron nrasler copies oblained from a Microsoft approved fullillnrent source Enrolled Af,ifiale may use a third party to make these copies. but Enrofied Aftiliale agrees it $rilt be responsil)le forany third pa(y's actions. Enrolled Af,iliate agrees to make feaso able efforls lo nolily rls e|nployees, agenti and any other indivictuals v.,ho use lhe Pro(lucts lhal the Pro(lucls are licensed lron'! Micrbsoft and sub,ecl to lhe lerms of this ngree[rent. b. Copies for tfaining/eval(iation and back-Ip. For all Products olh€r than Online Servrces.

Enrolled Affiliate rnay: (1) use (rp to 20 comptimenlary copies of anl licensed producl in a dedicated lrairrlng facilily on its premises for purposes of training on tal padiculat producl. (2) use up io 10 complintenlary copies of any Products for a 60-day evahation period, an(l (3) use ene conplimenlaty copy of any licensed Producl for back-up or archivat purposes lor each ol its disllnct qeographic locations. Trials for Online Services may be evailable if specilied in the Use Righls.

Right to re-imagc, ln certao cases. re-irnaging is pen]lilted using the Product ,nedia lf the Microsolt Producl is licensed (1) fronr an original equipment manufacture. {OEN.4), (2} as a ful packagpd Product througlr a relail so(irce, or (3) un(ler another (4icrosofl program, then media provided ur)der this Agreerrenlrrnay gerlerally be used to creale irnag€s for Use n place of coPies provided through lhat separale sorrrce. This right is conditicrtal Upon the fo ov,iir)g:
(i) Separate Licenses ntust lre acquired lronr lhe separale source lor each prodtrct tha( is reimaged. (ii) Ihe Product. laoQuage, version, and componenls of lhe copies rrlade rnusl be identicalto lhe Product, language, verdion, and all contponents of the copies lhey replace and rhe lurlher of coples or instancbs ol lhe re- naged producl petmiled ren.ralns ihe same. (iii) Except lor copies ol an opelrating syslerh and copies of Producls ticensed under another Microsoft program, the Product type (e.0.. Upgrade or full License) re-inlaged )trst be identicalto lhe Product lype licerrse(l trorn the sepat'ate soufce (iv) Enrollcd Alfiliale musl adhere to any Product-specrfic processes or reqrrrrements for reimaging i(lentilied in the Pro(luct Terms.

Re-imaged Pro(lucts remain subjecl to lhe l€rms arxl use riOhts ot the LiceDse acquired fron] the separale source. Thls sullsection does not create ot exlend any Miclosolt warranty or support obligatior
Transferring and reassign.ing Licenses.
a. Liccrrso transfers. License lrahsfers are rol permilted, excepL llrat CUstomer or an Enro lecl Affiliate may transFer only fully-phid perpe(rat l-icenses to:
(i) an Afliliale, or
(ii) a third party sclely itr co r)€(:tion witlr lhe transfet of hard\,/are or ernptoyees to whorn the Licenses have t een ossiondd as parl oF (A) a privatizatjoft ot an Attitiai€ or agency or o, an c
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operaling dMision ol Enrollec, Aflrliale or an Atfiliate. (l]) a reoroanization, or (C) a consolidatjon. I
LJpon suclr transfer, Cuslorner bt Enrolled Aftiliate must Uninstall and (liscolltirlue ilsi|tg the lk:er)sed Frodr.'cl a d render ani coples unusable
Notlrication ol Licel|se Tralsrcr. Ellrolled Aff itiale nnrst nolity tulicrosotl of a Lrcense lransfer by cornpleling a license' transfer fornr. which can be obtained fronl hlto://ww/r' flricrosoll conr/l:censllo/corlracls and send[]g lhe conrpleled loro'r to Microsoll b
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belore the Llcense transfer. No License lransfer will bevaldunless Enrolled Affiliale provrdes to {lre lransteree, and lhe tlansleree accepls in tvriting, doctlmenls suFficieflt lo enalrle the transferee lo ascerlail lhe s()oire, purpose and limilations of the rights g€nted by i/icrosofl under the liceflses being transferred (includingthe applicable Use Ri:ghts, (rse and lrallsfer reslriclions, rr/arranlies and lirnitalaons ol lbbility). Any Liceose llarrsler not rnade in corrlpliance ,r/ilh this section will be void.

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lnlerral Assigrurrellt of l-ice[ses arld Soflware Assurance. Licenses and Soflware Assurance must be assigned lo a single user or device within the Enterprlse. Licenses and Solt,/,,are Assurance may be reassigned within the Enterprlse as described irl lhe Use Rights 6 Term and termination.
a. Ternl. The term of lhis Ag reenr dnt \,{ill be 36 lull calencjar nronths [ron] thc efFeclive dale u [less termanaled by either parly as described below. Each Enrollment will have the term l)rovided in that Enrollmenl.
b- Ternrlnatloll without cause, Either party nray terminate lhis Agreement, without cause, upon 60 days'written rrctice, ln the evenl of lernlirlation, new Erlrollmenls vrill not be acceFted, blrl any exisllng Enrolhnent rvill conlinue for lhe telnr ol suoh Entollment and will conlinue to be governed by lllis Agreemenl.
c. Micl-tarm termlnatlon [or notr-ippropriatiotr of Ftrnds. Enrolled Afliliate nlay lerminate this ngreemenl or an Enrollrnent v,,ilhoUt liabillty, Fenalty or lurtl)er obligalion lo rnake paynlenls if lunds io make payments under lhe Agreement or Errollment a.e not aPproPrialed or allocaled by the Enrolled Affiliate for such purpose
(1. Terminatiorr for cause. Without limiling any olher rernedies it nray have. either party may teflnir)ale an Enrollmenl il thd other party nlaterially breaches its obligations un(er llris Agreement, inc[rding any obligalion to submit orders or pay involces. Exceptwhere the breach rs by ils natLtre nql curable wilhin 30 days, the terninaling pady musl give lhe olher party 30 days notice ol its intenl to lermlnate and an opporlunity to cure the breaclr, lf Microsafl grv€s such nolice lo an Enrolled Affilialc, Microsoft algo will give Cuslomer a copy ol lhal nolice and Custonler adrees to helP resolve the breach. ll lhe b.each aflects olher Enrollnrents and canlot be resolve(l betY,/een Microsoll and Enrolled Affiliale. logelher with Customer's help, wilhin a.easonable period of lime, tulicroso(t rray torn]inale this Agreenrent and all Enrcllnrents under it, ll an Enrolled Affiliate cerses to be Cuslorner's Afliliate, it lnust pronlplly nolafy l\,licrosof(, and lvlicrosotl ntay terminale the former AFfiliate's Enrollmerlt lf art Enrolled Affiliale terininates its Enrollrnent as a result ol a Dreach by Microsoft, or if Microsofl lernrinates an Errrollmerlt becaus€ Enrolled Affiliale ceases lo be Cuslom€/s Afiiliale, then Enrolled Affifiate will ha,,/e the ebrly lern'rination rights described in the Enrollnre t e. Early lenninatiofi. l[ (1) an Enrolled Afliliale tenninates ils Enrollment as a resull of a l]reach by Microsoft, or (2) if lvlicrosort terminales a.t Enrollmerlt because lhe Enlolled Afliliate has ceased to Lre arn Affiliate ol Cuslorner, or (3) Enrolled Affiliate lerminates an Enrollmenl lol nonaplxopriation offunds, or (4) Miclosolt telminates an Enroll lenl for non-payment due lo nonapl)ropriation ol hIrds. then lhe enrolled Affiliate vollhave lhe lollowiog oplions:
(l) lt ma
case,
y inrnrediately pay lhe lotalrenr
the Enrolled Afliliate wilt have
aining amounl due. including allitlslrlhnenls, in which perpetual righls lor alt Liceoses rl has orderedior
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Hemet City CouncilNovember 12, 2024

Hemet City Council
November 12, 2024