Santa Ana City Council
January 20, 2026

The City purchases Microsoft software licenses through a joint, volume licensing program known as the County of Riverside’s Microsoft Enterprise Agreement (‘MSEA’).

This request is for a renewal of the City’s MSEA. The County of Riverside’s master agreement with Microsoft is based on participation of any county, city, and special district in the state. The very large volume of Microsoft products used by these statewide agencies has allowed the County of Riverside to obtain deep discounts for these products which, in turn, are passed on to agencies participating under this master agreement with Microsoft.

Specifically, this is a request for the City to participate in the volume licensing and support services agreement for Microsoft Product Licensing and Maintenance as described in the Riverside County Microsoft Enterprise Agreement (MSEA), effective November 1, 2019. The City’s participation under this agreement will ensure the City the lowest pricing for Microsoft licensing and support services.

Staff recommends contracting with Insight Public Sector, Inc. as Microsoft’s reseller for the agreement (Exhibit 1). The County of Riverside conducted a competitive process to select firms qualified to serve as a Licensing Solution Provider (LSP) under the County of Riverside / Microsoft agreement and Insight Public Sector, Inc. was one of the firms selected.

Santa Ana Municipal Code, Section 2-807(d), authorizes the City to purchase against contracts from any public agency utilizing a competitive bid process. The County of Riverside Agreement No. ITARC-00930 (Exhibit 2) with Insight Public Sector, Inc. for Microsoft products and services was awarded as a result of open, competitive bidding, and meets the City’s requirement.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.

FISCAL IMPACT
Funding is available in the current FY 2025-26 budget and future fiscal year funding for any extension periods will be included in proposed budgets for City Council consideration.

City Council 18 – 2 1/20/2026
Volume Licensing and Maintenance for Microsoft Software and Products January 20, 2026

Agreement
Year
Fiscal
Year
Accounting
Unit –
Account #
Fund
Description
Accounting Unit,
Account Description
Amount
FY 25-26
(Feb-Jun)
10920140-
62306
Information
Technology
Network &
Telecommunications,
Software Maintenance &
Support
$ 500,000
Year 1
FY 26-27
(Jul-Jan)
10920140-
62306/6651
Information
Technology
Network &
Telecommunications,
Software Maintenance &
Support/ Computer
Software Subscriptions
$700,000
FY 26-27
(Feb-Jun)
10920140-
62306/6651
Information
Technology
Network &
Telecommunications,
Software Maintenance &
Support/ Computer
Software Subscriptions
$ 500,000
Year 2
FY 27-28
(Jul-Jan)
10920140-
62306/6651
Information
Technology
Network &
Telecommunications,
Software Maintenance &
Support/ Computer
Software Subscriptions
$700,000
Year 3
FY 27-28
(Feb-Jun)
10920140-
62306/6651
Information
Technology
Network &
Telecommunications,
Software Maintenance &
Support/ Computer
Software Subscriptions
$ 500,000
Total $2,900,000

EXHIBIT(S)

1. Agreement with Insight Public Sector, Inc. (A-2026-XXX)

2. County of Riverside Master Services Agreement No. ITARC-00930 Submitted By: Jack Ciulla, Chief Technology Innovations Officer Approved By: Alvaro Nuñez, City Manager
City Council 18 – 3 1/20/2026

LICENSED SUPPORT PROVIDER (LSP) AGREEMENT WITH
INSIGHT PUBLIC SECTOR, INC. FOR MICROSOFT PRODUCTS AND SERVICES THIS AGREEMENT is made and entered into on this 20TH day of January, 2026 by and between Insight Public Sector, Inc., an Illinois corporation (“Consultant”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. The City desires to retain a Consultant having special skill and knowledge to be engaged upon with the City as a licensed support provider (“LSP”) for Microsoft Products and Services.

B. On November 1, 2024, the County of Riverside entered into Agreement #ITARC-00930 based on Request for Qualification (“RFQ”) No. ITARC-532 for Microsoft products and services under an Enterprise Agreement with an enrolled affiliate government partner identified as EA 8084445.

C. Pursuant to Exhibit A of Agreement #ITARC-00930, Consultant made the agreement, as an LSP of the Microsoft Products and Services under Microsoft EA No. 8084445, available for use by governmental agencies within the State of California. The LSP would serve as the liaison between the political entity for enrollments under the Microsoft EA.

D. Agreement #ITARC-00930 also extends the same pricing, terms, and conditions to every political entity, special district, in the State of California for entities, including the City to make purchases in their own name, make direct payment, and be liable directly to the LSP of their choosing.

E. Pursuant to Santa Ana Municipal Code § 2-807(d), this contract may be entered into between the parties, and is exempt from competitive bidding, for purchases from vendors awarded the same type of purchase contract by a federal agency (including the general services administration), a state agency, county, city or other public agency after a competitive bidding process determined by the purchasing manager to be substantially equivalent to that prescribed by Article VII.II regarding purchasing rules and procedures.

F. The aforementioned facts detailed in Recitals B-D satisfy City code requirements and Consultant has represented to City that it is able and willing to provide such services to the City.

G. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:

City Council 18 – 4 1/20/2026

1. SCOPE OF SERVICES
a. Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in the Program Signature Form, attached hereto as Exhibit A, and incorporated by reference. b. Consultant shall also perform, during the term of this Agreement, the scope and details provided within Exhibit A to Agreement #ITARC-00930, attached hereto as Exhibit B.

2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit B. The total amount to be expended during the term of this Agreement shall not exceed $2,900,000. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City’s standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant’s account(s) with financial institutions.

Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City.

3. TERM
This Agreement shall commence on February 1, 2026 and continue through January 31, 2029, unless terminated earlier in accordance with Section 15, below. The parties agree and understand that the term defined, above, is controlling. Any extension or renewal may be subject to approval by the City Council of the City of Santa Ana.

4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

City Council 18 – 5 1/20/2026

5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement.

Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

6. INSURANCE
Insurance requirements shall be defined by the requirements set forth in Section 8 of Agreement #ITARC-00930, attached hereto as Exhibit B.

7. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.

8. INTELLECTUAL PROPERTY INDEMNIFICATION
City Council 18 – 6 1/20/2026

Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement.

9. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement.

10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City.

11. CONFLICT OF INTEREST CLAUSE
a. Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.
b. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, as defined under the City’s Municipal Code, whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Consultant or have any other direct City Council 18 – 7 1/20/2026

or indirect financial benefit or interest in this Agreement. c. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any CalPERS retiree as authorized by City Council resolution
d. The Consultant must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement.

The Consultant warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Consultant hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written disclosure of such facts to the City. Full written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement.
e. Consultant covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported (in whole or in part) by City funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections (b) and (c) above.

12. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein.

City Council 18 – 8 1/20/2026

14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City.

15. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.

16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

17. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.

18. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and City Council 18 – 9 1/20/2026

in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

19. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:

To City:

City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:

Chief Innovations Officer
Information Technologies Department
City of Santa Ana
20 Civic Center Plaza (M-42)
P.O. Box 1988
Santa Ana, California 92702
To Consultant:

Insight Public Sector, Inc.

Attn: Scott Friedlander, IPS SVP
2701 E. Insight Way
Chandler AZ 85286
A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.

20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of City Council 18 – 10 1/20/2026

this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.

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

ATTEST: CITY OF SANTA ANA
Jennifer L. Hall Alvaro Nuñez
City Clerk City Manager
APPROVED AS TO FORM:

SONIA R. CARVALHO INSIGHT PUBLIC SECTOR, INC.:

City Attorney
By:

Jonathan T. Martinez
Assistant City Attorney
RECOMMENDED FOR APPROVAL:

Jack Ciulla
Chief Technology Innovations Officer
Information Technologies Department
Scott Friedlander

IPS SVP
City Council 18 – 11 1/20/2026

EXHIBIT A
Program Signature Form
City Council 18 – 12 1/20/2026
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020) Page 1 of 2 Document X20-12883
Program Signature Form
MBA/MBSA number AMD000476143
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) X20-10637
Product Selection Form 3112846.004_PSF
Enterprise Amendment M97 - (68742008)
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 Santa Ana Signature*
Printed First and Last Name*
Printed Title
Signature Date*
Tax ID
* indicates required field
Review/Draft
City Council 18 – 13 1/20/2026
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020) Page 2 of 2 Document X20-12883
Microsoft Affiliate
Microsoft Corporation
Signature
Printed First and Last Name
Printed Title
Signature Date
(date Microsoft Affiliate countersigns)
Agreement Effective Date
(may be different than Microsoft’s signature date)
Optional 2nd Customer signature or Outsourcer signature (if applicable) Customer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
* indicates required field
Outsourcer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
* indicates required field
If Customer requires additional contacts or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form.

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

Microsoft Corporation
Dept. 551, Volume Licensing
6880 Sierra Center Parkway
Reno, Nevada 89511
USA
Review/Draft
City Council 18 – 14 1/20/2026
EA20261EnrGov(US)SLG(ENG)(Aug2025) Page 1 of 10
Document X20-10637
Enterprise Enrollment State and Local
Enterprise Enrollment number
(Microsoft to complete) 68742008 Framework ID(if applicable) Previous Enrollment number
(Reseller to complete) 81632767
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) the Microsoft Products and Services Data Protection Addendum, (6) any Supplemental Contact Information Form, Previous Agreement/Enrollment form, and other forms that may be required, and (7) 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.

City Council 18 – 15 1/20/2026
EA20261EnrGov(US)SLG(ENG)(Aug2025) Page 2 of 10
Document X20-10637
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.

City Council 18 – 16 1/20/2026
EA20261EnrGov(US)SLG(ENG)(Aug2025) Page 3 of 10
Document X20-10637
"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.

City Council 18 – 17 1/20/2026
EA20261EnrGov(US)SLG(ENG)(Aug2025) Page 4 of 10
Document X20-10637
(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 as long as (a) the initial order minimum requirements are maintained and (b) 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. Subscription Licenses ordered upfront may not be reduced. 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 City Council 18 – 18 1/20/2026
EA20261EnrGov(US)SLG(ENG)(Aug2025) Page 5 of 10
Document X20-10637
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 last true-up order or update statement during an Enrollment term 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.

City Council 18 – 19 1/20/2026
EA20261EnrGov(US)SLG(ENG)(Aug2025) Page 6 of 10
Document X20-10637

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 may request to renew Products and Services under this Enrollment for one additional 36-month term.

Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements or Enrollments in order to renew. In order for a renewal request to be considered, Microsoft must receive a Renewal Form, Product Selection Form, and renewal request prior to or at the Expiration Date. Microsoft will review a renewal request made under this section in good faith and may accept or reject such request in its sole discretion.
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.

City Council 18 – 20 1/20/2026
EA20261EnrGov(US)SLG(ENG)(Aug2025) Page 7 of 10
Document X20-10637
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.

City Council 18 – 21 1/20/2026
EA20261EnrGov(US)SLG(ENG)(Aug2025) Page 8 of 10
Document X20-10637
Enrollment Details

1. Enrolled Affiliate’s Enterprise.

Make an election for including Affiliates in the Enterprise (Required).

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.
 All Affiliates. All Affiliates of Enrolled Affiliate are hereby included in the Enterprise. Enrolled Affiliate represents that its Affiliates are entire offices, bureaus, agencies, departments, or other entities, not partial offices, bureaus, agencies, or departments, or other partial entities. Enrolled Affiliate may order Products for use by its Affiliates. If it does, the licenses granted to Enrolled Affiliate under this Enrollment will apply to such Affiliates, but Enrolled Affiliate will have the sole right to enforce the Agreement and this Enrollment against Microsoft. Enrolled Affiliate will remain responsible for all obligations under this Enrollment and for its Affiliates’ compliance with this Enrollment.
 Enrolled Affiliate including. Only the Enrolled Affiliate and the Affiliates listed below will be included in the Enterprise. Enrolled Affiliate represents that its Affiliates are entire offices, bureaus, agencies, departments, or other entities, not partial offices, bureaus, agencies, or departments, or other partial entities. Enrolled Affiliate may order Products for use by its Affiliates. If it does, the licenses granted to Enrolled Affiliate under this Enrollment will apply to such Affiliates, but Enrolled Affiliate will have the sole right to enforce the Agreement and this Enrollment against Microsoft. Enrolled Affiliate will remain responsible for all obligations under this Enrollment and for its Affiliates’ compliance with this Enrollment.

The following Affiliates are included in the Enterprise:

Notwithstanding anything to the contrary in the Agreement, the parties acknowledge and agree to the following:

Products ordered under this Enrollment may be subject to U.S. and other countries’ export jurisdictions.

Each party will comply with all laws and regulations applicable to the import or export of the Products, including, without limitation, trade laws of the U.S., EU, and UK, such as the U.S. Export Administration Regulations, sanctions regulations administered by the U.S. Office of Foreign Assets Control, the EU Dual Use Regulation 2021/821, and/or other end-user, end use, and destination restrictions (“Trade Laws”).

Customer will not, and will ensure its Affiliates will not, take any action that causes Microsoft to violate applicable Trade Laws. Microsoft may suspend or terminate this Enrollment immediately without notice to the extent that Microsoft reasonably believes that performance would cause it to violate Trade Laws or put it at risk of becoming subject to sanctions and penalties under such laws. Customer remains responsible for its and for its Affiliates’ compliance with this section and, to the extent applicable, a Regional Trade Compliance Supplemental Terms incorporated herein by reference.

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://privacy.microsoft.com/privacystatement.
a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate’s Enterprise. This contact may also be an Online Administrator for Volume Licensing City Council 18 – 22 1/20/2026
EA20261EnrGov(US)SLG(ENG)(Aug2025) Page 9 of 10
Document X20-10637
in the Microsoft 365 Admin Center (MAC)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 Santa Ana Contact name: First* Michael Middle Last* Fetner
Contact email address* [email protected]
Street address* 20 Civic Center Plaza
City* Santa Ana
State* CA
Postal code* 92701-4058-
(Please provide the zip + 4, e.g. xxxxx-xxxx)
Country* United States
Phone* (714) 647-5384
Tax ID
Work or School (WSA) Account ID [email protected]
* indicates required fields
b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for Volume Licensing in the Microsoft 365 Admin Center (MAC)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).

Contact name: First* Michael Middle Last* Fetner
Contact email address* [email protected]
Street address* 20 Civic Center Plaza
City* Santa Ana
State* CA
Postal code* 92701-4058-
(Please provide the zip + 4, e.g. xxxxx-xxxx)
Country* United States
Phone* (714) 647-5384
Work or School (WSA) Account ID [email protected]
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* Michael Middle Last* Fetner
Contact email address* [email protected]
Phone* (714) 647-5384
Work or School (WSA) Account ID [email protected]
 This contact is from a third party organization (not the entity). Warning: This contact receives personally identifiable information of the entity.
* indicates required fields
City Council 18 – 23 1/20/2026
EA20261EnrGov(US)SLG(ENG)(Aug2025) Page 10 of 10
Document X20-10637
d. Reseller information. Reseller contact for this Enrollment is:

Reseller company name* Insight Direct USA, Inc.

Street address (PO boxes will not be accepted)* 2701 E. Insight Way City* Chandler
State* AZ
Postal code* 85286-1930
Country* United States
Contact name* FaithAnderson
Phone* 8016170556
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*
Printed name*
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.
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.

City Council 18 – 24 1/20/2026
PrevEnrAgrForm(WW)(ENG)(Oct2019) Page 1 of 1
Document X20-12873
Previous Enrollment(s)/Agreement(s) Form
Entity Name: City of Santa Ana
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 81632767 X
City Council 18 – 25 1/20/2026
VL Central Amendments M97 Blue

Amendment to Contract Documents
Enrollment Number
AMD000476143
This amendment (“Amendment”) is entered into between the parties identified on the attached program 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 Affiliate’s Reseller.

SKU Number SKU Description Existing Quantity Incremental quantities
3WS-00001 M365 Apps Enterprise
GCC Sub Per User 3 0
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)(Dec2024)(IU).docx"
M97 Blue
This Amendment must be attached to a signature form to be valid.

City Council 18 – 26 1/20/2026
Enterprise Enrollment Product Selection Form Microsoft | Volume Licensing Proposal ID Enrollment Number
3112846.004
Language: English (United States)
Enrolled Affiliate’s Enterprise Products and Enterprise Online Services summary for the initial order:

Profile Qualified Devices Qualified Users Device / User Ratio CAL Licensing Model Enterprise 1,896 1,540 1.2 User Licenses
Products Enterprise Quantity
Client Access License (CAL)
Core CAL
Core CAL 1,540
Windows Desktop
Windows Enterprise OS Upgrade 1,896
Enrolled Affiliate’s Product Quantities:

Price Group 1 2 3 4
Enterprise Products Office Professional Plus + M365 Apps for Enterprise + Office 365 (Plans E3 and E5)
+ Microsoft 365 Enterprise
Client Access License +
Office 365 (Plans 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
Quantity 0 1540 1540 1896
Enrolled Affiliate’s Price Level:

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
Notes
EA-EASProdSelForm(WW)(ENG)

MS Quote
City Council 18 – 27 1/20/2026
Enterprise Enrollment Product Selection Form Microsoft | Volume Licensing 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
2,400 to 5,999 B
6,000 to 14,999 C
15,000 and above D
Note 1: In the following countries, any direct Enrollment consisting of only Enterprise Online Services will not be eligible for the Renewal option described in Section

5.b. of the Enrollment or for a new Enrollment due to program changes: Argentina, Australia, Austria, Belgium, Canada, Chile, Cyprus, Denmark, Finland, France, Germany, Greece, Iceland, Ireland, Jamaica, Italy, Lichtenstein, Luxemburg, Malta, Netherlands, Norway, Portugal, Puerto Rico, South Africa, Spain, Sweden, Switzerland, Trinidad & Tobago, United Kingdom, United States, and Uruguay.

Note 2: Enterprise Online Services may not be available in all locations.  Please see the Product List for a list of locations where these may be purchased.

Note 3: Unless otherwise indicated in the associated Agreement documents, the CAL selection must be the same across the Enterprise for each Profile.

Note 4: If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price level for Additional Products in the same pool will be price level “A” throughout the term of the Enrollment. Refer to the Qualifying Government Entity Addendum pricing provision for more details on price leveling.

Note 5: Unless otherwise indicated in associated Agreement documents, the CAL selection must be the same across the Enterprise for each Profile.

Note 6: Enrolled Affiliate acknowledges that in order to use a third party to reimage the Windows Operating System Upgrade,Enrolled Affiliate must certify that it has acquired qualifying operating system licenses. The requirement applies to Windows Enterprise OS Upgrade.See Product Terms for details.

EA-EASProdSelForm(WW)(ENG)

MS Quote
City Council 18 – 28 1/20/2026

EXHIBIT B
Agreement # ITARC-00930
City Council 18 – 29 1/20/2026
City Council 18 – 30
City Council 18 – 31
City Council 18 – 32
City Council 18 – 33
City Council 18 – 34
City Council 18 – 35
City Council 18 – 36
City Council 18 – 37
LSP's Scope and responsibilities
Exhibit A
Scope and pricing
AGREEMENT# ITARC-00930

1. The Licensed Support Provider (LSP) will resell all available Microsoft Licensed Support Provider (LSP) for Microsoft Master Microsoft Enterprise Agreement No. 8084445; Software Licensing, Software Suppo11, Cloud Services such as Azure, Industry Solutions Delivery (ISO) formerly Microsoft Consulting Services (MCS), Microsoft Unified Support and Microsoft incident response. Microsoft Select Plus Agreement No. 7756479.

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

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

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

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

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

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

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

9. The LSP will provide, at the Enrolled Affiliate's request, a licensing portal that allows the tracking of licenses beyond the capabilities of the Microsoft VLSC. This portal will show, but not be limited to, all licenses on the current enrollment, quantities of said licenses, track licenses at depat1ment/agency levels, transfer licenses to and from each depat1ment/agency, and have reporting functionalities. 8 Revision I /06/2021
City Council 18 – 38 1/20/2026
City Council 18 – 39
City Council 18 – 40
City Council 18 – 41
City Council 18 – 42
City Council 18 – 43
City Council 18 – 44
City Council 18 – 45
City Council 18 – 46
City Council 18 – 47
City Council 18 – 48
City Council 18 – 49
City Council 18 – 50
City Council 18 – 51
City Council 18 – 52
City Council 18 – 53
City Council 18 – 54
City Council 18 – 55
City Council 18 – 56
City Council 18 – 57
City Council 18 – 58
City Council 18 – 59
City Council 18 – 60
City Council 18 – 61
City Council 18 – 62
City Council 18 – 63
City Council 18 – 64
City Council 18 – 65
City Council 18 – 66
City Council 18 – 67
City Council 18 – 68
City Council 18 – 69
City Council 18 – 70
City Council 18 – 71
City Council 18 – 72
City Council 18 – 73
I
AGREEMENl' # I1'ARC-OO93O

LICENSED SUPPORT PROVIDER (LSP)
AGREEMENT No. ITARC-00930
For

MICROSOFT PRODUCTS AND SERVICES
UNDER MICROSOFT EA NO.8084445

COUNTY OF RIVERSIDE
And
INSIGHT PUBLIC SECTOR, INC.

This Agreement is entered between the COUNTY OF RIVERSIDE, a political subdivision of the State ol California, (herein referred to as "COUNTY"). and Insight Public Sector, Inc.. an Illinois corporation authorized to conduct business in the State of California (herein referred to as "LSP") of Microsoft Licensing Solution Provider. effective from November 01.2024 and continues in effect through October 31.2027, based on LSP's response to RFQ no. ITARC-532 for Microsoft products and services under Microsoft EA no. 8084445. The parties agree as follows:

All Terms and Conditions of this Agreement No. ITARC-00930 shall govern purchase of Microsoft products and services under Microsoft EA no. 8084445 by County through the LSP. 1 Period of Performance:

This Agreement shall be effective f'rom November 01.2024 and continues in effect through October

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

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

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

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

Non-Appropriations: The COUNTY obligation fbr payment of this Agreement beyond the current fiscal year end is contingent upon and limited by the availability of COUNTY funding from which paymenl can be made. and invoices shall be rendered "monthly" in arrears. In the State olCalifbmia.

Government agencies are nol allowed to pay excess interest and late charges. per Government Codes.

Section 926.10. No legal liability on the part ofthe COUNTY shall arise for payment beyond June 30 of each calendar year unless funds are rnade available for such payment. In the event that such f-unds are nol forthcoming fbr any reason. COUNTY shall immediately notify CONTRACTOR in writing: and this Agreement shall be deemed terminaled. have no further force. and effect. 1 Rc!isron li(16/2(l2l
SEP I 0 2024 3r, City Council 18 – 74 1/20/2026
AGREEMENT # ITA RC-OO93O
Hold Harmless/I ndem nification:

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

1.2 With respect to any action or claim subject to indemnification herein by LSP. LSP shall, at tlreir sole cost, have the right to use counsel oftheir own choice and shall have the right to adjust, settle. or compromise any such action or claim without the prior consent of County: provided, however, that any such adjustment. settlernent or compromise in no manner whatsoever limits or circumscribes LSP indemnification to Indemnitees as set forth herein. 4,3 LSP obligation hereunder shall be satisfied when LSP has provided to County the appropriate form of dismissal relieving county lrom any liability for the action or claim involved.

Alteration or Changes to the Agreement
The Board of Supervisors and the County Purchasing Agent and/or his designee is the only authorized County representalives who may at any time. by written order. alter this Agreement. Il any such alteration causes an increase or decrease in the cost ot. or the time required for the perl'ormance under this Agreement. an equitable adjustment shall be made in the Agreemenl price or delivery schedule. or both, and the Agreement slrall be modified by written amendmenl accordingly.
6 2
Re!ision l/06/:(ll I
.1.

5. Termination:

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

5.2 County may, upon five (5) days written notice terminate this Agreement for LSP default. if LSP refuses or fails to comply with the terms of this Agreement or fails to make progress that may endanger perlbrmance and does not immediately cure such iailure. In the event of such tennination, the County may proceed with the work in any manner deemed proper by County.

5.3 LSP rights under this Agreement shall terminate (except tbr fees accrued prior to lhe date of termination) upon dishonesty or a willfulor material breach ofthis Agreemenl by [-SP; or in the event of LSP unwillingness or inability for any reason whalsoever to perfbrm the terms of this Agreemenl.

City Council 18 – 75 1/20/2026
ACREEMENI' # ITARC.O09]O

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

LSP
Insight Public Sector, lnc.

Attn: Brittany Dunaway
2701 E. Insight Way
Chandler. AZ 85286
SLEDContracts@insi ght.com
Insu rance
Without limiting or diminishing the LSP'S obligation to indemnify or hold the COUNTY harmless, LSP shall procure and maintain or cause to be maintained. at its sole cosl and expense. the following insurance coverage's during the term of this Agreement. As respects to the insurance section only. the COUNTY herein refers to the County of Riverside, its Agencies, Districts. Special Districts, and Departments. Iheir respective directors. officers, Board of Supervisors. employees. elected or appointed officials. agenls. or representatives as Additional Insureds.

Il the LSP has employees as defined by the State of Califbrnia. the LSP shall maintain statutory Workers' Compensation lnsurance (Coverage A) as prescribed by the laws of the State of Calilbrnia. Policy shall include Employers' Liability (Coverage B) including Occupational Disease with linrits not less than $1,000,000 per person per accident. The policy shall be endorsed to waive subrogation in f'avor of The County of Riverside. Policy shall name the COUNTY as Additional Insureds.

B, Commercial General Liabilitv:

Commercial Ceneral Liability insurance coverage. including but not limited to. premises liability. unnrodified contraclual liability. products and completed operations liability. personal and advertising injury. and cross liability coverage. covering clairns which may arise from or out of l-SP'S perfornrance of its obligations hereunder. Policy shall name the COUNTY as Additional lnsured. Policy's lirnit of liability shall not be less than $2.000.000 per occurrence combined single limit. Ifsuch insurance contains a general aggregate limit. it shallapply separately to this agreement or be no less than two (2) limes lhe occurrence limit. Policy shall name the COUNTY as Additional lnsureds.

C. Insurance Requirements for IT Contractor Services:

LSP shall procure and maintain for the duration ofthe contracl insurance against claims for injuries to person or damages to properly which may arise from or in connection with the performance of 3 COUNTY
Riverside County Information Technology
Attn: Procurement Contract Specialist
3450 l4th Street
Riverside- CA 92501

8. Rc!rsion l/06/201I
A. Workers' Compensation:

City Council 18 – 76 1/20/2026
ACREEMENT # ITARC-OO93O
the work hereunder by the LSP. its agents, representatives. or employees. LSP shall procure and maintain lor the duration ofthe contract insurance claims arising out oftheir services and including. but not limited to loss, damage, thelt or other misuse ofdata. intiingement ofintellectual property. invasion of privacy and breach of data.

Cyber Liability lnsurance. with limits not less than $2.000.000 per occurrence or claim, 52,000.000 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, clairns involving infringemenl of intellectual property, includirrg but not limited to infringement of copyright. trademark. trade dress. invasion ol'privacy violations, information theft. damage to or destruction of electronic information, release of private information. alteration ol electronic information, exlortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with Iimits sufficient to respond to these obligations.
lf the LSP maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be entitled to the broader coverage and/or higher limits maintained by the LSP. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County. Policy shall name the COLTNTY as Additional Insureds.

D. General lnsurance Provisions - All lines:

I) Any insurance carrier providing insurance coverage hereunder shall be admitted to the Stale 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 specilic insurer and only for one policy term.
2) The LSP must declare its insurance self-insured retention for each coverage required herein.

Ifany such self'-insured retention exceeds $500.000 per occurrence each such retention shall have the prior written consent of the County Risk Manager belore the commencemenl of operations under this Agreement. Upon notification of self-insured retention unacceptable to the COtjNTY. and at the election of the Country's Risk Manager. LSP'S carriers shall either; l) reduce or eliminate such self-insured retention as respects this Agreement with the COUNTY. or 2) procure a bond which guarantees payment of losses and related investigations, claims administration. and delerrse costs and expenses. 3) t-SP shall cause LSP'S insurance carrier(s) to f'umish the County ol'Riverside with either l) a properly executed original Certificate(s) of Insurance and certified original copies of Endorsements effecting coverage as required herein. and 2) if requested to do so orally or in writing by the County Risk Manager" provide originai Certified copies of policies including all Endorsements and all attachments thereto. showing such insurance is in l'ull lbrce and effect. Further. said Certificate(s) and policies of insurance shall contain the 4 Itc\rsron l/06/2021
City Council 18 – 77 1/20/2026
AGREI]MENT # ITA R('-OO9IO
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 modit'ication, cancellation. expiration or reduction in coverage of such insurance. If LSP insurance carrier(s) policies does nol meet the minimum notice requirement fbund herein, LSP shall cause LSP's insurance carrier(s) to furnish a 30 day Notice of Cancellation Endorsement. 4) ln the event of a material modification, cancellation. expiration, or reduclion in coverage. this Agreement shall terminate forthwith. unless the County of Riverside receives. prior to such effective date" another properly executed original Certificate of Insurance and original copies of endorsements or certified original policies, including all endorsements and attachments thereto evidencing coverage's set forth herein and the insurance required herein is in full force and effect. LSP shall not commence operations untilthe COUNTY has been furnished original Cerrificate (s) of Insurance and certified original copies of endorsements and ilrequested. ceftified original policies ofinsurance including all endorsements and any and all other attachments as required in this Section. An individual authorized by the insurance carrier to do so on its behalf shall sign the original endorsements for each policy and the Certificate of Insurance.
5) It is understood and agreed to by the parties hereto that the LSP's insurance shall be construed as primary insurance. and the COUNTY'S insurance and/or deductibles and/or self-insured retention's or self-insured programs shall not be construed as contributory. 6) If. during the term of this Agreement or any extension thereof. there is a material change in the scope ofservices: or. there is a material change in the equipment to be used in the performance ofIhe scope ofwork; or. the term ofthis Agreement. including any extensions thereof. exceeds five (5) yearsl the COUNTY reserves the right to adjust the types of insurance and the monetary limits of liability required under this Agreement, if in the County Risk Management's reasonable judgment. the amount or type of insurance carried by the LSP has become inadequate.
7) LSP shall pass down the insurance obligations contained herein to alltiers ofsubcontractors working under this Agreement.
8) The insurance requirements contained in this Agreement may be met with a program(s) ol' self'-insurance acceptable to the COUNTY.
9) LSP agrees to notify COUNTY ofany claim by a third party or any incident or event that may give rise to a claim arising fiom the perfbrmance of this Agreenrent.

9. General:
5 Itcvisrolr l/06/20l I

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

City Council 18 – 78 1/20/2026
AGREEMENT # ITARC.OO9]O

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

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

Exhibit A: Scope and pricing.

Exhibit B: LSP Reporting of Active Enrollments.

Exhibit C: Microsoft LSP Participation Form.

Exhibit D: Microsoft EA Benefits for Government Agencies.

Exhibit E: Microsoft Enterprise Agreements and Amendments.

El) Microsoft Enterprise Agreement No. 8084445.

E2) Microsoft Select Plus Agreement No. 7756479.

E3) Amendments No. l- EA Custom TennsCTM (Documenl No. CTM-CPT-oPT-FWK) E4) Amendments No. 2- EA Custom Tenns (Document No. CTM-FWK-CTC-AGR).

9.4 In the event of any conflict or inconsistency between the terms and conditions of this Agreement and arry terrrs or conditions set tbrth in any of the attachments, purchase order(s), or olher document relating to the transactions contemplated by this Agreement. the terms and conditions set fofth 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 lhe use ofelectronic signatures. such as digital signatures that meet the requirements ofthe California Unifonn Electronic Transactions Act (("CUETA") Cal. Civ. Code $$ 1633.1 to 1633.17). for executing this Agreemenl. The parties lurther agree that lhe electronic signatures of the panies included in this Agreement are intended to authenticate this writing and to have the same force and el'fect as manual signatures. Electronic signature means an electronic sound. symbol. or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record pursuant to the CUETA as amended from time to time.

The CUETA authorizes use of an electronic signature for transactions and contracts among parties in California. including a government agency. Digital signature means an electronic identiller. created by computer" intended by the pafty using it to have the same lbrce arrd effect as the use of a manual signalure. 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 Clode.

R.\is(D I/l)6/10l l

9.6 If the signatory or entity is a corporation. the siqnatures of two comorate officers (the 6 City Council 18 – 79 1/20/2026
AGREEMENT # ITARC-OO93O
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement.

SattTriedlandar
By' By
Chuck ashington Name: Scott Friedlander
Title: President
nut"d, Ju[ 8,2024
Chair ofthe Board of Supervisors
Daled:

ATTEST:

Kimberly Rector
Clerk of the Board
Bv:

APPROVED
Minh C. Tran

TO FORM
Co unsel
lc ido
Deputy ounty Counsel
Dated: vlqlzo "q
7 Re,'rsron l/06/2021
SEP 1 0 2024 3J)
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 sisnatures of a president and a vice oresident would be insufficient. lf signed bv a sinele 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 comoration.

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

COUNTY OF RMRSIDE, a political
subdivision of the State of California
INSIGHT PUBLIC SECTOR, INC., an Illinois
corporation authorized to conduct business in the
State of California.

By'
Paula
I lto fio:f
City Council 18 – 80 1/20/2026
DocuSign Envelope lD: 8F 247 AE4 -2AAE-141 B-8F5A-FC77A475EFCD tNslGHT PUBLTC SECTOR, tNC.
an lllinois corporation
Consent in Lieu of Soecial Meetins of the Eg3Id_SLDiIgglgtE ESISUe$19-SSS! lllinois Business Corooration
Act of L983
The undersigned, being all ofthe directors of INSIGHT PUBLIC SECTOR, lNC., an lllinois corporation (the "Corporation"), acting pursuant to Section 8.45 of the lllinois Business Corporation Act of 1983, do hereby consent to the adoption of, and do hereby adopt, the following resolutions, effective as of January 7,2023, and declare them to be in full force and effect as if adopted at a regular scheduled meeting of the Board of Directors of the corporation:

RESOLVED that the following persons are hereby elected to the following offices ofthe Corporation with such powers and duties as provided in the Articles of lncorporation and Bylaws of the corporation, until the next annual meeting of the Board of Directors or until his or her successor(s) are duly qualified and elected:

RESOLVED that all business transacted by the Corporation, and all acts of the directors and officers of the Corporation with regard to the tra nsaction of such business by the Corporation since the organization ofthe Corporation, are hereby ratified, approved, andconfirmed.

This consent shall have the sa me force and effect as the u na n imous vote of a ll the directors of the Corporation at a meeting duly called, convened, and held in accordance with the Articles of lncorporation and Bylaws of the Corporation.

DIR
Scott F ne
,A-&," A-'i,
Sh aron
Scott Friedla nder President
Virginia Adams Treasurer
Sharon Ennis Secretary
G lobal Compliance Officer
ln witness whereof, the undersigned have executed this written consent effective as of January 1,2023.

Officer Title
Lisanne Steinheiser
City Council 18 – 81 1/20/2026
2 AGREEMENT # ITARC.OO9SO
Exhibit A
Scooe and pricins
l. The Licensed Support Provider (LSP) will resell all available Microsoft Licensed Support Provider (LSP) for Microsofi Master Microsoft Enterprise Agreement No.8084445; Software Licensing.

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

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

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

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

The LSP u,ill provide reports showing year to date annual spend according to Enrolled Afllliate's specificalions. Frequency will be deterrnined by each Enrolled Affiliate (ie: rnonthly. quarterly. etc.).

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

The LSP will provide. at the Enrolled Affiliate's request, a licensing portal that allows the tracking of licenses beyond the capabilities of the Microsoft VLSC. This portal will show. but not be limited to. all licenses on the current enrollment. quantities of said licenses, track licenses at department/agency levels, transfer licenses to and from each department/agency. and have reporting functionalities. 8 I
5 7
8 9
R(!isr{nr l/06/2u21
LSP's Scone and resnonsibilities

3. The LSP agrees to extend the same pricing, terms, and conditions Io every political entity, special district, in the State of Calilbrnia. It is understood that other entities sl.rall make purchases in their own name. make direct payment. and be liable direclly to the LSP oftheir choosingl and County shall in no way be responsible to any LSP for other entilies' purchases.

6. Each Affiliate will conrmunicate to the LSP the compensation tenns applicable to their agreement.

City Council 18 – 82 1/20/2026
AGREEMENT # ITARC.OO93O

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

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

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

14. The LSP shall provide a list of enrollments. The list of enrollments is due 30 days after the contract signature and on January 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. For any new enrollments entered into starting November 1.2024, the LSP will be charged 1.00% of the annual enrollment sales amount to leverage the Riverside County Master Microsoft Agreement No.8084445. and Select Plus Agreement No.7756479. which includes Software Lice nsing, Software Support. Cloud Services such as Azure, Industry Solutions Delivery (lSD), Microsoft Consulting Services (MCS), Microsoft Unified Support and Microsoft incident response. Existing enrollments entered into prior to October 31, 2024 will be charged a 0.5% administrative fee. This administrative fee will be an annual l'ee, per enrollment inclusive of Affiliates Shadow Enrollments.

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

17. The Servicing LSP shall provide the ability to for the acquisition olMicrosoft services as the demand for individual product services or capabilities expand. The servicing LSP shall provide services to include Microsoft Unified. Industry Solutions Delivery (lSD). and Microsolt incident response. The Servicing LSP will have a valid Microsofi Master Services Agreement on file with Microsoft in order to resell Microsoft [Jnified Support. and Industry Solutions Delivery (lSD). Additionally. the contractor shall provide Microsoft dedicated Technical Supporl representatives and subject matter expe(s provided via the Microsoft enterprise agreement to support and assist Riverside County master participants in analyzing, architecting. implementing. managing, and operating solutions based on the licenses previously acquired or to be purchased in accordance with the terms ofthe Microsoli enterprise licensing program.
9 Rcvrsron l/06/2021
City Council 18 – 83 1/20/2026
ACREEMENT' ITARC-(]O93O

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

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

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

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

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

23. Administrative fee checks shall be submitted to:

Riverside County Information Technology
Attn: Accounts Receivable
3450 l4Ih Street, 4th Floor
Riverside. CA 92501
Rr! rsior l/{)6/21)21
10 City Council 18 – 84 1/20/2026
Pricins:
l. Microsoft EnterDrise License Subscription and services

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

ACREEMENT # II'A RC-OO93O
Item Description Price Leyel Mlrkup'2,
Enterprise Online Services** (including Full USLs, From SA USLs, Add-ons and Step Ups) M365 E3 and 85. Enterprise
Mobility + Securify E3 and E5, Office 365 Enterprise El or E3, Windows l0 Enterprise E3 or 85.

Level D 1.75
Enterprise Products (Office 365 Pro Plus. Windows 10
Enterprise. Core CAL Suite, Enterprise CAL Suite). l.evel D r.75 Additional Products (M365 Fl, 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).
l.evel I) i.75
Server and Tools Product (applies to Server and Clor.rd Enrollments only) SharePoint Server. SQL Server. BizTalk Server, Visual Studio. Core Inliastructure Suites. etc. l,evel D 75
Allproducts for Select Plus Agreement No.7756479 2.00
Microsoft Unified Support Services 2.50
M icrosoft Consulting Services 2.5 0
M icrosott Incident Response 2.5 0
Soluti0n Area Specific Capability Number Customer Size Referencc? Number of successful customer production
mail deployments/m igrations? 500+
All sizes
includ ing public
sector agencies
Yes
500+
All sizes
including public
sector agencies
Yes
Number of successful customer production
Teams deployments/m igrations? I 00+
Allsizes
including public
sector agencies
Yes
Number of successl'ul customer production
l'eams Voice deployments/PBX migrations? I 00+
All sizes
including public
seclor agencies
Ycs
Number of people with specialized expertise
on technologies listed above | 000+
All sizes
including public
seclor agencies
Yes
Ite!rsion ll)6/2021
11 Number of successful customer production
SharePoint deployrnents/m igrations?
City Council 18 – 85 1/20/2026
Data and Artificial lntelligent Certifi ed Competency (Yes/No) Hourly Rate (On Premise)
Build Intelligenl Apps Yes $ 150-$275
Build Intelligent Agents Yes $150-$275
Machine Leaminq Yes $ 150-$275
Intemet of Things Yes $ 150-$275
Clobally distributed data Yes $ 150-$275
OSS Databases Yes $ I 50-$275
Cloud Scale Analvtics Yes $ I 50-$275
Data Platform Modernization to Azure Yes $ r s0-$275
Windows Server on Azure Yes $ I 50-$275
Security & Manaqement Yes $rs0-$27s
Datacenter Migration Yes $ r 50-$275
Modern Business Intelligence Yes $ r 50-$275
Copilot Yes $ r 50-$27s
Biz ArrDs
Customer Service Yes s 150-$275
Field Service Yes $ r 50-$275
Marketing No NA
Talent No NA
Finance and Operations Yes $ r 50-$275
Business Central Yes $ r50-$275
Power Apps Yes $ r50-$275
Power BI Yes $ r50-$275
Apps and lnfrastructure
Azure Stack Yes $ r50-$275
High Performance Compule No NA
Cloud Native Apps using Serverless Yes $ 150-$275
Modernize Apps Yes $ I50-$275
SAP on Azure No NA
Linux on Azure Yes $ 150-$275
Dev Ops Yes $ I 50-$275
Business Continuity & Disaster Recovery Yes $ 150-$275
Windows Server on Azure Yes $ r50-$275
Security & Manaqement Yes $ ls0-$275
Datacenter Migration Yes $ 150-$275
l\todern Workplace
User Adoption & Change Management Yes $ I 50-$275
Securit\ Yes s r 50-$275
GDPR & Compliance Yes $ I 50-$275
Teanrwork Yes $ | 50-$275
Calling & Meetings Yes $ | 50-$275
Modern Desktop Yes $ t50-$275
Office 365 Migration Assistance Yes $ r50-$275
\4a il Yes $ r50-$275
Teanls Yes $ r50-$275
SharePoint Yes $ r50-$275
OneDrive Yes $ r50-$275

3. License Support Provider (LSP) service rates:

ACREEMENl' # ITARC-OOg3O
Ittl rslon l/06/2021
12 City Council 18 – 86 1/20/2026
AGREEMENl' # ITARC-OO93()

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

Enrollment
Entity:

Start
Date:

End
Date:

Annual
Sales
Enrollment
Contact:

Enrollment
Contact
Email:

Enrollment
Contact Tel:

County of
Riverside
xx/xx/
xxxx
xx/xx
/xxxx lohn Doe
Revislon l/06/2021
13 Exhibit B
ttl
City Council 18 – 87 1/20/2026
AGREEMENT # ITARC-OO93O
Exhibit C

MICROSOFT LSP PARTICIPATION FORM
JX 3lrTH
Chi.t hromrtion Ofi<.r T RTIII PEREZ. ACIO
E.t rpns. Apptic.bfii Bur.:u

OARRYL POLX
Chi.t Tehoology Ofi{r CIT GUITAVO VAZaUEZ, ACt('
TRACY TALXAX C..v..g.d C,dnhusla.r Bso.u
O.pory Ok dor Adm'n - rT
arTxoxY cltocrYoJr
Chi.t lntomrtid S&orav Otta. x.ARAN CHAlaOi X, AC|O
lEn^orogy S.Bi€r Bur..u
Microsoft LSP Participation Fomr
(RrQ fl rrAAC-0O532.{n.cbmn. 2)
Complctc thir form and r.turn to:

AttEntin: Unda Fakhoori
E-ni.ll: ItathotlndDnvco oro
PrymGnt ahould bc mada to:

Rivcrtirc Couty hlormrton Tccioology
3/r5O l4th St .c( Foudn Fbor
Rivcr.ido. CA 92501
County of RNcrlije TIN ti 95-6q)0930
Company Namc: lnioht Public Secioa. lnc.

Narne ]ScoU Fncdbndcr Ti!e: SVP Pubtc Sector
2701 E hsioht Wev
Cryl Zlp Cod.rA52A6_Tclcphonclr 30l-233-2392
s/2t2O24
Thc Count of RivcEidc - tlrc h€t ot lh. Lcro-i ll..t r AgrccrrEnt No. oo8aaas. At qu..lbor rlgrrhg lhc galatuctr and lccrBing .hou5 bG *cctcd to Uk,roA
Ay sbnilg b6lo*. I am rqracing b pay t'la panicigalioar fcca ,o( crch onrolknant thlt rr cltlurlhGd by bvcr.ging th. County ol Rivcrli(rc ltdicr AgrG.rn6rt in .ccoft|nc. to lhc sctrGdulE rclGrlncad on RFO * ITARC{Xr532 .nd .ny urb.eqrcri cont .c!r .nd , or.flrGrinEnbOy dgnirE b.br, I .l.o .gLrc! lh.t .ll Gn,ollr.olr wii b6 lub.nlicd lo Mtraorl darDct, to Epo.l Gorolm.nl .ctvily .nd comDay to lrrc p.yrnent rch.drrb pcr RFO , ITARC{Xr532 b Rivlr'lrirc Co6ty tnro.rnrtiro TcchrEao9y.

Pl6alc rarcrEnc! tic ]lmltancc irtoamalio.r abovc ,or wlErc b t nd flG pa!'Dart Falurc b co.rrply may llaul in thG award baiog rr3cia|dcd.

Sign.tur.

Scott Friedlander
Datc
tPs svP
TiIIE
Em.il: [email protected]
Re!isron I/06/2021
1,4
S.otl F.bdlend.rCDh.'oht ..h
City Council 18 – 88 1/20/2026
AGREEMENI' # ITARC-OO93O
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 ofthe amendments previously required are now built into the enrollment document.

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

Standard Pricing Across all platforms
Microsofl will provide LSP's (authorized EA LSPs on this contract) with Covernment Level-D, pricing oiFofpublished "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 paftners.

E3 No charge Onboarding Services
Microsoft assisted onboarding is now a benefit of Olilce 365 M icrosol'l lntune, Azure AD Premium and Azure ItMS. Eligible customers will receive guidance from a dedicated group of onboarding expems 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 lT Team. and or Pa(ner, confidently onboard new users and capabilities. Programs are subject to change and/or evolve.

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

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

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

EI
E2
Office Roaming Use Rights: Help expand end-user productivity and extend the value of your virtual desktop environment with Office Roaming Use Rights, which lets users with Software Revrsron I/06/?02l
15 City Council 18 – 89 1/20/2026
ACREEI\4ENT # I1'A RC-OO93O
Assurance on Office, Project, or Visio remotely access their software on their virtual desktops from third-party devices.

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

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

Re\isron l/06/2021
16 More information about the Software Assurance by products as listed above can be found at:
https://www.microsoft.com/en-us/LicensinF/licensing-orogra ms/software-assu rance-bvproduct.aspx?83ffdda4-a263-4123-9752- 1 122538c0a96=True City Council 18 – 90 1/20/2026

2.lnsight Public Sector lnc.- LSP Agreement no.

ITARC-g3O.FINAL
Final Audit Report 2024-07 -OA
Created:

By:

Status:

Transaclion lD
2024-07-04
Penny Musser (Penny.l\[email protected])
Signed
CBJCHBCAABAAHeN,lbvMzZrepnbpxmYcjzjidgJ_gw[I8ZQ
"2.lnsight Public Sector lnc.- LSP Agreement no. ITARC-930-F| NAL" History
t\ Document created by Penny Musser ([email protected]) 2024-07-08 - 4:36:50 P[, G[4T- lP address: 20-94.5.128
L i Document emailed to [email protected] for signature 2024-07-08 - 4:38:04 PM GMT
3 Email viewed by [email protected]
2024-07-08 - 8:2035 PM GMT- lP address: 108.51.31.121
do Signer [email protected] entered name at signing as Scott Friedlander 2024-07-08 - 8:21:07 P M GMT- lP address: 108.51.31.121 de Document e-signed by Scott Friedlander ([email protected]) Signalure Date: 2024-07-08 - 8:21i09 PLi GMT - Time Source: server lP addressi 108.51 .31.121 g Agreement completed.
2024-07-08 - 8:21:09 PM GMT
@ moUelcrcbatSlgr
City Council 18 – 91 1/20/2026
Exhibit E
Microsoft Enterprise Agreements and Amendments
E l) Microsofl Enterprise Agreement No. 8084445.

E2) Microsoft Select Plus Agreement No. 7756479.

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

Rc!rsion l/06/2021
1,7
AGREEMENT # ITARC-OO93O
City Council 18 – 92 1/20/2026
E Mir:r,:sc,'ft
Program Signature Form
\/ol u trr c. l-i cert s in g
004-kayleed-S.04
8 084,1+s
Notc: Elller lhe applioahle active nrrrbert nssocialed vrilh lhe documents bclo\,/. Microsofl requites the associale(l aclive nurr)tler be hxlicated here. or lisled belDw as ne\4 This si$nalure lorn an(l all corrlracl docunents id€nlilied in lhe lable belo$/ are efilered iDto betvleen lhe Cirslomer and thc Microsolt Affiliate signing, as of lhc cllcclivc date idenlitad belo,,,/. lrl F
{
By signing below, Cuslomer and the l,ricrcsLlll Alliliale agree that both parlies (1) have rcccivcd, rcad aId underslar]cj lhe above coDllact docur'rents, incl!diDg a,)y w€bsites ordocu[)ents incorporated by tr relerence and any anrendmerrts and (21 agree lo be bound t y lhe lerms of all sLich documcnts. 'r.
a
ul a
z
f,
o
o
a
z
=o
o
E
,4(&
\<
v
o
I
o
i
z
z
a
a
' it tilicat e s t c(luired lield
fhif !q1f(ra,a",iGFniiR.-' 1,il{I{dh@tEpettili i:' :: 1 :ri:.

Enlerprise Agreernenl x20-10209
.:Choose nqreemenl;. Documenl Nrrmbflr or Code
<Clrcosc Agrcenrenl> Crocumcnl Number or Codc
<Clroose Agreernefl:' -
<Choose EnrolhnenUReqislmlion>
<Choose 89rsgl]Ie]nl> Oocurlrenl Number cr Code
oocun)ent Nuorber or.Cdi-e_
oocurnent Nu[tber or Code
<Choose Enmllrnenl/ReOislrirlion> Oocurnent Nrlrber or Code h e Enrollm nURe islration> 0ocum nt Nrrmber or Codc
<Choose El]rollmenURenislration>
nt/8 e
g E!ralio_ll:

Anr€l]dmenl lo Contracl Docurueols
<Choose Enrollme
I
Document Numlier or Cod€
Oocunrenl l'lumber or Code
CTI\l.CPT.OPT.FWK
@fi@
Tax lD
t le
4 + Cotn
r
-t
*q; -r -{- eCtL\lt S Sr) I
Sigr)ature oate' o8/zz/2"1'7
Nanre ol Entity
Signatrrrc'
Printed First and Last Namo'
tity nanre)' Counly ol Riv€rside
Ric,t"
piinred rile 5 r- Ptocur< .ttn,
0c
Frcvj.nrrSl9{'o'rn(tv!SSi9,t}illA,LalA :)ExARA.MLllENrjiiAr192Ol,ll I
I
I
I
For lhe purposes ol this loirn. 'Customer' can mean lhe si(Jning enlity, Enrolled Alliliate, Goverrnenl pl]riner, lnslrtult)n, or olhcl pa(y cnlering inlo a vol{rmc lbonsing firogram agrccment. r.rii"
City Council 18 – 93 1/20/2026
i p a ]t''en t r I {./a6r!y)i'JN 3ii ltl yU U, 9,u V,.j I V )iulrrs SFi)uJroJ.rLitSu'B 'e! r.J VSN
lEl 1., lg0g ePc^aN 'ouau
oLz slrns '|]eou lral! ootg
liursuacll aurnlo^ 'Llg tdaO
n o ! t c.t o dl 0x tlo s o.t c ! u
ldo? uorteu,rtuoa, p aNe?er lIr,i rou.lolsr)C 'llosoreln ^q
palmaxa ,1llnJ sr ttxoJ ?rnleu6ls atl:

Ueq/fi ssnr./ppe 6ur^\ollol aql ot Naql Iulqns lsnur orlM '.l0ljP\reu lurloSae llosorcrtA.ro JaDlind pulrerF s,raurolsnc ol slrE\untoo tlreJlrroc a(ll puI1 I pua\ 'raruulsllc i)ql Iq p!u6ls sr tu.]ol €Ju€(lo!s s!rll.rauv luo) a.,nleuors !r!I rllu (s)tl)Jol olEpdorddu aql epr]lgur 'slvaullo]u3 snol^ard ?ldrlFur 6utiodor sl ,o 'slrslLroc leuollrppe 'epaur lecrsltld sarnbor rauolsllc ]l I p/6, p€,ntb!r salcctpu .
.a:eo arfleu6!s
onl pal(lra
roureN lsel DUD lsrl polulJd
'oJll1eu6!s
,(orueu llguo ;e6o1uq lsn r) ADul,ooureN
,atsO arnleu6!S
o[!I polupd
.aureN lsc-l p{rE lsrl polrJlJd
..rtrlculits
,(auieu
^lllua
le6al oq tsllur) AIu3lo alupN
lalqe.rlddE ,!) ornleu6;s .roornoslrr6.ro o.rnleuDls JourolsnJ puz lEUorldO --l-- -- ----
l0r tY)8 iripp r,olEenr s lJ.r^nDqluEr iuBra!"r, aq IEU') aleo a^rlcollf llrotnoarDV
isL.ririlunor rEr0JV Uann,c[^/ Dtep)
olro o.lr)luu0lS
o||!l polutrd
alreN lsu-I pur. tsr!l palurJd
otruPll0rS

1.,,@[EG[trO.
o
N E
c u
gz gnv
uosojslyu
lo lleqsq
l!
uo!leJod r o g Uosor? lliJ
i4x,i+
I
I
I
I
I
I
I
a
I
I
I
City Council 18 – 94 1/20/2026
f;l fi/iicr.crsol,t Vohtrnc: l-icensing
Amendment to Contract Documents
004-kaylee(l.S-04
Tlris r!rncndmcnl ('Amcndment") is enleled irrlo betweer] tlre parlies i(lentilied on tlrc altaclre.J ptoorarn si0natlr6lorm. lt arnel]ds the Enlollrnenl or Aq reerr)e rl ider rtilied ilbove. Alllerms use(l hol nol (lolined in llris Amendrnpnt vlill lrave lhe same n]eanings providL.d in that Enrollmenl or Agreerlrent Enterprise Agreement
Custom Terms CTIVI
'1, Seclign 6a, "-fcrn". is l'rcreby arnended aod restaled as lollows:
a, Tenn. Tlr€ lerm ol lhis Agreenrerll r,/ill rernarn ln effecl unless terrrin3ted lry €ilhe, parly as des,,itibcd l)elo\./ Etrch Errrbllnetll will lrrve lhc tcrm provi(lDd in lhal Enrollnrcnl

2. The pricing thal tlicrosoll \,/ill oftcr Ervolled Affiliate'li Reseller lor Enrollrncnls effeclive bclween Novel]rber '1, 201S lhrougll OctoDer 31, 2021 . arxl lhat vrill apply for lhe enlire initial terrr ofsucli El]roltnenls. is as lollows:

Prod0ct Price
Level
Examples lnctudc blll are not limilE(l 10
the lollowaog':
' ll'! cr.'trrples il(luC{ erkiro $ci!ir!! I |dta,e lv3illbrcnr eill €,llle corrrre.ciar or9(,e'nrn"nl croud ctie',n!:
''O.rilrinn EiierD,isp Onkre s.'!i.c. :rrn r'ter(rned ir lhe laraotl..i l erlns vrilh th? rel rnhE cl Ff) ' i!! the la'bles lry 'r'rog'i,n .4?!'lu5il,ty'. lll! 1o)$r ol Enlcrp,ir€ 0 irle 5g!iL-es i5 lulrip.rt lc dt!'44 .$ Eile'!l!e Orline gErvice!' are i,.:lleo urdil€d/rs!.se{ s. 'ernolad l,orn ll,e Cnle(orse D,cara'n c,lcrirl{r Ercllsior$ apnly lo lhc addilional 2y" discornl orl Entcrprisc Onlrrrc Selviccs as lolcr\'rs U365 E3 and E5, EnlerDrise Mohility +
Securily E3 and E5. Olfice 365 E,rerpr,se
E 1 or E3, Wirldows 10 Enterf,rise E3 or Es
Olfice 365 Pro Plus, V$ndo$/s 10
Enterpflse Core CAL Suile. Entert)rise
CAL Suile
Ellterprise Onllne Servlces"
(inciurlin0 l:ull USLs ljronr SA
USL5, Add ons a d Step ups)
Entcrprise Pro(lucts Level O
l-evel t)
rni US 2%
Ad(lilional Prodlrcts Level O
Server ar)d Tools Pro(luct
(appl€s lo Sener and Cloud
EIlrollnrenls Only)
Level D
N1365 F1. rU365 E5 Complianc€, M365 E5
SccLirity, Office 365 Errlcrprisa F1, Projccl
Orrline. Visirc Or!line Plarr I or Plarr 2
oynanrics 3ti5, .Azure, SOL Serv€r,
Wiodo,rs Server, elc.

SharePoinl Server, SOL Server EizTalk
S.jrvor. ViiUal Slu(lio Corc lnfraskuclufe
Sr les, elc.

A'Ir.: Jrlcrrlrloir v4 0 i:t I I cPT.()t,T.F9ni( so
A,J r L'ot.c, ri ll{ I rLLlr
City Council 18 – 95 1/20/2026
. The price lisl nlorth that applie5 to an order is rrol a factor in (lelermining,.vhellrer the addilio[al2% discour olr Er]terprise Onlirre Services may tre applied lo 3n ordor- The nnly applicahle factor is ihe ef[eclive date of the Enrol|nent. .
-lhe cliscoont (loes rlot anDly to any extengirrns 01 the initral Tenn o. retretval Enrollmcnts
. The (lscounl (loes rot apply lo any prrxnolional Sl(Us. Enrolled Atfilirlp is entitleal lo llle lo',ver o[ the pron]oliol.ral price or discoLxrted price The price level that applies lo Enrollmellls elleclive olr 0r afler Novenlber ] , 202 I is Level D lor all Iiroiucls.

The Rcseller and llre Eorollecl Affali.3tc wlll (lelermine lhe Enrdlled Amliale's aouat pric! anrl paynrnnl lcflns.

Exce for changes nrade by lhis A.r errdll\eol, lhe E /ollr[ent or Agree[tenl identified above retrails unchanged and in trll force and eFfecl It there is any conflicl beh,]een any provision in this Amendme|tl itrld ar)7 pruyisiofl in the Errrollrrert or Agreernerl idellli,ie(lahove, lhis Anr(:ndlllefll strall (:onkol.

This Amendment must be attached to a signature form to l)e valid.

Micros ln rrral Use On
Rivr:rside County EA Amend 8.7.docx 0 rN,l C l[,l.CPl-OPT.liWK tlt) Anre.lmP! r1r.n,,,d,1 cTLr-cPT.Orr.F'r( EO
f i.to 2 ol2
I
City Council 18 – 96 1/20/2026
o'
o l\/icrosoft Volr-rnre l-icensirrg
Enterprise Agreement State and Local
This l/ticrosofl Eoterprise Agreem€nt (Agr€jement") is enlered into belween the entities idenlilied on the signat.rre form. I
Effective date, 'l he etfective date of llris Agieerrent is the earliest elfective date oF any Enrollnrent entered inlo lrn(ler this Agreernenl or lhe date Mjcrosolt accepts lhis Agreenrent, rehiclrever-is earlier This Agreement consists ol (1) these Agreement lerms and conditions, including any arnendrnents and the signature fornr and all altachments identilied therein, (2) the Pro(lLrct Terms applicable to Products licensed under this Agree,nertl, (3) lhe Online Services Terms, (4) arry Alliliate Enrollmenl enlered i|lto rmder thrs Agreement, an(l (5) any order subnritted under this Agrcement.

Please note: Docurnents relerenced in tlris igreemenl but not atlached lo the signature form nray be tound at lrtto.//\,,/ww I nic rosoll.corn/|ccrr sinn/contfacts and are incorporated in tllis Agreement l)y reference, incl(ding the Procluct Tenns and Use Rights. Tlrese documents may contain additional lerms and condilior)s For Prodrrcls licensed under lhis Agreemenl and may be changed irom lime to tine. Customer should review s(ch documenls carefully, bolh at the time o, signing an(l petiodically tlrereafter, and fully urlderstand alllefms and conditions applicable to Products licensed 1, Defirritions,
"Affilaate" rn€ans
a. wilh regard to Custorne/,
(l) any government agency, de'partnenl, oftice, ir)slrumerrfalily, division, unit or other entity of lhe slale or local governrdenl that is stlpervised by or is parl of Custorner. or vrhich srrpervises Customer or ol whicll Cuslomer is a part. or v/lrich is !lnder common supervision ,,, iltr Customer:
(ii) any county. borough. comrironwealth, city, municipality. tolvn. township. speciel purpose . distr-rcl, or other similar typb ol governmental inslrunrentalily established by the laws of Cuslomer's slate and localed whhin Customer's state iurisdiction and geographic boundaries: and
(iii) any other enlity in Custonre'r's state expressly aulhorized by the laws oF Customels stale to purchase under slate co tracts: provided lhal a slate and its Afliliates sh€ll not, for purposes of this delioition, be considered to be Affiliates of the federal govennrenl arld ils Al,iliates; and
b, \irllh regard lo tvlicrosoll, any tergal enlily lhal iricrosott owns, lhat owns Microsofl, or lhat is under csmmofl ownership nilh lvlicrosofl.
"Custor)rer' means the legal enlity that has entered rnlo lhis Aqreemenl with Microsoft t' "Custorner Data" means all dalb, inclLrding all tert. sound, soltrvare, image, or video files thai are providecl to Microsoft by. or on bahall of. an Enrolled Affiliste and its Atfiliates through (rse ot Online $ervices. "day" rneans a calendar day, excepl ,or refelences that specifv "business day" "Enrolled A,filiate" meads ar) e rily, either Custoroer or ar)y or,e of Custo[]efs Afliliates lhal has eltered into an Enrollm€nt under this Agrgement.
l:A2O lilniI(lrSjlil.(l(Erl(il(llo,,/?0 lC) Pnoctolll
l1.|c1nr enl X20- 1{27:l
I
t
I
I
I
I
I
llot lor l,5e willr l.rl,orosoll Rflsiress AgrcErnlilrl Dr fin:ritsorl Frstlcss r||J Se,vr:es /\lrrpHrer'l Terms and Conditions
I
I
I
I
:

I
City Council 18 – 97 1/20/2026
''Enrollmenl" means tlre docunent tllat an Enrolled Alliliale subnlits under lhis Agreement lo 0lace orders lor Proclucls
Erterprlse" means an Enrolled Aflilrale and thB Alfiliates for which il is responsihle and chooses on ils Enrollmenl lo inclUde ir rts enterprise.
'Fixes'rnearts Producl lixes, rnorJificatior s I or enhancements, or their (lerivatives, thal Microsofl either releases ger'rerally (suclr as Product servrce'packs) or provides lo Customer to address a specilic issue. ''License' rneans {he riglrl lo download, insti . access antl use a Product. For cerlain Products, a Lrcense lnay be available on a lixed torm or subscription basis ("Subscril)lion License"), Licelses for Online Servkes will be consi(lered Subscription Lrcerrses
"[,licrosoft" nleans tl]e Microsoft Alliliale that has en(ered inlo tlris Agreernenl or an Eorollnrent and ils Alliliales. as appropriale
"Online Serviqes" rneans the lVicrosolt-lrostJ<l services idelllitred as Online Seftices in the Product lerms.

I
"Online Services Ter rs'Dreans the addrtional lerms lhal apply to Customels use of Online Services published on the Volume Lrcensing Srle an(l'up(lale(l frorn Ilne lo lrnre "Producl" means all products idcntafied in lhe Producl Tenns, such as all Soltwale, Online Services and otl'rer web-based services, including pre-release or bela v€rsions. "Prod(,ct Terms'oreans lhe (locurrlenl lhal provldes infonnation about Microsolt Producls and Professional S€rvices a'./allable lhrough volunre licensing. The Produc,l Terms rlocument is published on lhe Volunre Licensino Site and is updaled.korn line to lime
"SLA" nreans Service Level ngreement, vlhiCh spedfies the minimurn seryice level ,or Online Services an(l is pul)lishpd on lhe Volume Licensing Site.
"Software" orelrns licerrsed copies ot ldicroscjlt software identiliecl on the I'roducl Terms. Sottware doei nol incl[de Online ServiDes, bul. Soflware n]ay be parl ol an Online Se,vice. .Softv,iare Assurance" is an olFeflnq Dy Microsoft thal provides nerv version rights and other benefils lor Prod{cts as further described in lhe Product'Terms.
^'liade Secrel" means informalion thal is not generally knolvn or readily ascerlainable lo the public, has econorhic value as a result, and has been subject to reasonable steps under the cirirrmstances lO mainlaln its secrecy. I
"Ltse" or'run" means lo copy, install. use, access, display, run or otheruise intetacl.

I
.Use Righls' means the use rjghls or tenns of service for each Product pflblished on tlre Volurne Licensing Site and (pdated lrom time to time The Use Righls supersede the lerms of any end rlser license agreemenl that acconlpanies a Product. The Use Rights for Softleare ar? published by Microsolt iD lhe Produ':t I'enrs The Use Righls for Onlin€ SeFJices are published in lhe Online Services Terms. 'Volunre Licensing Sile' nreans hltD:/lw'$A'l.tlicr or a successor sile How the Enterprise program works.
a. Gerr€ral. Th€ Enlerprise progrirn consists ol the leflns and condrlions on which an Enrolled Aflilrate rnay acqune Prodlrct Licenses. Under the Enterprise program, Custonrer and ils Affiliates may order Licenses foi Producls by entenng inlo Errrollmenls l). Enrollnrents. The Enlerprise program gives Cuslor er and,lor its Afliliales the ability to enter inlo one or more Enrollments lo order Products, Subscription Enrollmenls may be availabl€ tor some of these Enrollrneots. l,Jolwithstanding any other provislon ol this Agreement, only Enrolled Affiliales identified in a'n Enrollmenl will be responsit le for cornplying \xilh the terms of lhal Errrolhhenl. includrng Ihe leans of lhis Agreement rncorfrorated by lelereoce in that Enrollnlent.

FA2D16rr!,(('li)sr (ilFtl(;){N(,v21, l6} PaUe2ol ll
Oo^rnenl X2(1.10200
I
I
I

2. City Council 18 – 98 1/20/2026
Licenses. Ihe types ol Licerrses available are l1) Licenses ohlalned u der Soltr.]are Assurance (L&SA), arrd (2) Subicription Licenses. These Liccnse lypes, as well as additional License Types. are further desciibed in the Producl List.

3. Licenses for Products.

License Grarrt. Microsofl graols llre Enlerprise a norr--oxchrsive, vro.ld,ivide and limiled nghl lo do'.v[load, inslall and use sollware Products, and to access and use the Online Services each in the quantity ordered urdei ar Enrollment The righls granled are subject lo lhe te.ms of lhis Agreer|rent, lhe LJse Righls an(l the Producl Terms. Microsoft reser'/es all rights not exJrressly granled in this Aqreerhent
Ouration of Licenses. Subscription Licenses and tnost Softwaje Assurance riglrts are tenrporary and expire ,,.rhen thd applicable Enrollnrenl s terminated or expires, tlnless the Enrolled Affiliale exercises a buy-out oplion. which is available lor sorre SLrbscriplion Licenses.

Except as olherwise noled irl lhe applical)lo Eryoll|rent or Use Ri0lrts, all other l-ice ses becorne perpelual only ,.,.,hen all Dayrr]ents lor thal License lrave been nrade and lhe initial Enrollmenl lenn has expired.

At)plicable LJse Rlghts.
(i) Producls (other than Orrlirie Servlc€s). 'lhe Use Righls in eflecl on llre elfeclive date ol lhe applicable Enrollment ternl \.rill apply lo El)terprise's use of the versron of each Product thel is currenl al lhe lime. For fulure versions and new Producl8. the Use Rights in eftect rr,i hen llrose versions and Prod(rcts are first released willapply. Changes Microsolt makes to lhe Use Rights for a partiiular version will nol apply unless lhe Enrolled AFliliate chooses lo have lhose changes apply. The Use Rights applicahh lo perpettEl Licenses lhal lvere acquired under a previous agreemenl or Enrollrnent are detetrnined by lhe Agreernent or Enrollmenl under wllch they were acquired. Renewal ot Sottware Assurance does r)ol clrange $rrich Use Right.s apply lo lhose Licelses.
(ll) Onllne Servlces For Online Services. the Use Rights in ellecl on the subscription start date will at)ply for the sLrbscriplion term as delined in the Product Tern)s.

Downgra(le rights. Enrolled Afiiliale Inay use ar r earlier vefsiqn el a Producl other lhan Online Servjces than llre version that is current on lhe efleclive dale of the Efltollment. For Licenses acquired in lhe currenl Enrolheht tefln, the Use Rights lor the currerrlversion apply to the use of tlre earlier version. ll the earlier Producl versior) includes fealures thal are not in tlre nev/ version, tlren the LJse Rights applicable lo the ea.lie rersion apply wilh respect to those features.

New Versiorr Rlghts under Soltwirre Assurancc. Enrolled Affiliale rnusl orcler and marnlain continuo!s Software Assurance boverage for each License ordered. Wilh Soflware Assurance coverage, El]terprise autornaticdlly has ll]e right lo use a nerv version ol a licensed Ploduct as soon as it ,s released. even il Enlolled Afliliale chooses r)ol lo use the nev, version inllnedlalely (r) Except as olherwise permiltbd under an Enrollmenl, use ol lhe new versioo will be subject lo lhe new version's LJse Rights
(ii) ll the L icense for lhe ea.lier version of lhe Product ilr perpetual at lhe lime the new version is released, the License for the n€w version will also be perpelual Perpetual Licenses oblained through Sofl$are Assurance replace any perpetual l-icenses for the earliel verslon.

I
l-iconsc contirmation. Thrs Agreement. the appliceble Enrollment, Enrolled Alfi|ate s oder confilralion, snd any documentatoD evidencing lranslers ol perpelual Licenses. togelher vJilh proof ol payr!)ent, r,,/ill he Enrolled Afliliate's evidence of ail Licenses oblained under .]n Enrollntenl.

I
I
I
c
c
b
(l
e
EA2r)l6A0riUSlSLG(Eflc)(No.r20 I B) Pa,lc 'J o, 11
Uo.!inrcrrt X2U. 1r.l:09
I
City Council 18 – 99 1/20/2026
4 q. Reorganizations, corlsolidatlons and privatizations. lfthe num ber of ticense s covered Dy an Enrollment charlges by nlore lhan len percent as a result of ('l) a reorganization, consolidatior or privalizatio,i oi al] errtity or an operalirrg divisiol], (2) a privatization ot an Affiliate or an operaling division ol Errrolled Allilial€ or any of its Affrliat€s, or (3) a consolidatior) including a rnerg€r v,/ilh a lhlrd liarly thal has an existing agreemenl or Enrollmenl. MicrosDfl will ,,vork with Enrolled Afiliate in good faitlr to deternine how lo accomrnodale its r:hanged circumslances in the context of ihis Agreenrellt
I
Making copies of Products ancl re-imaging rights.
a. Gcrreral. Efirolled Altiliate rnay' nuke as rnany copies of Producls, ss il needs lo distriDute lhem vr'ithi[ lhe EntsrprisB. Copios must be tllre and eornplete (inchrdiflg copyright and lradenrarl rrolices) lrorlr nlaster copies olllaine(l Ftonl a Mtcrosoft approved fulfillntent soIrce Enrolled Affiliale may use a third parly to make these coples, bUt Enrolled Afliliate agrees it $/ill be responsible for any third perty's sc(ions. Enrolled Affiliate agrees lo make teasonable efforls lo notrfy rts employees, agenti aid any olher individuals vJho use the Pro(lucts lltal the Pro(lucls are licensed lronl lvlicrbsofl and subject to the lerms of lhii ngreeDlent. b. Copies for training/eva[rataon and back"rp. For all l]roducts olh€r lhan Online Services.

Enrolled ,\ffiliate rnay: 11) use tlr lo 20 cornplimenlary copies of any licensed Product itl a dedicated training facility on its premises lor purposes of training on tlrat parlicular Prodrrcl, (2) use up to 10 complinrentary copies of any Producls lor a 60-day evaluation period, an<l (3) vse olle cornplimenlary cof,y (,f any licensed Producl Fo[ bacl<-up or archival purposes for each ol ils disllnct geographic locations. Trials for Online Se.vices may be available it specilied in lhs Use Righls
Right to re-image. ln cerlain cases, re.imagirlg is penrilled using lhe Prodrct media ll the Microsolt Producl is licensed (1) fronr an origh]al equipment manufacturer tOEM), (2) as a full packaged Producl through a relail source, or (3) !n(ler another lvlicrosof( program, tlren media provi(led u,rder this Agreernenlrrnay generally be used to create irnages for rrse rn place ol col)ies provided lhrough that seiarale so[rce. Tlris right is cooditional upon the lollov/ir]g:
(i) Separate Licenses nrlsl b€ acquired fronl lhs separale source for each Product that is reimaged. (ii) The Product, laoguage, version, and componenls af the copies rnade rnusl be idenlicallo lhe Product, language, verdion, and all conrponenls of lhe copies they replace and lhe llurllber (,t copies or inslances of lhe re-irnaged Product pernlitled renrains the safie. (iil) Except lor copies ol an opelatr0g systern and copies of ProdLrcts licensed under another Microson program, the Producl typB (e 0.. Upgrade or full License) re-lora-qed tnust he identicalto the Product lype licensed fror'r't the separate source. (iv) Enrollcd Affiliate musl adhere lo any Pr oducl-s pecrfic processes or requiremenls for reimaging idenlified in lhe Procluct Terms.

Re-imaged Pro(lucts remain subject to the lerms arrd use rights ol the Liceos€ acquire(l fronl the separale source. This sullseclion does nol create or exlend any Microsolt warTanly or support obligation.

Transferring and reassign.ino Licenses.
a. Liconso traDsfers. License lrahsfers are nol permilted, except llrat Customer or an Enro led Afliliate may lransfer only hrlly-phid perpelual l-lcenses tor (i) an Affiliale, or
(ii) a thrrd pa.ty solely irl coine(:tion willr tlre lransFer ol hard\,/are o[ enlployees lo wholll lhe Licenses have been assiooed as trarl oF (A) a privalizaliorr of an Alfiliale or agency or ol an Fagc4oill
c
5 tA20 l6n.r(USISLG(Er'lcl(1.1o,.,?0 I D)
llocri.ocll X2Ct l{l?(ll.)
I
I
I
I
City Council 18 – 100 1/20/2026
6 operaling drvision o, Enrolled Allrliate or an Afliliate. (Ll) a reorganization, or (Cl a consolidation. I
Upon such transFer Cuslorner:or Enrolled Alfiliate mast uninslall and (lascorttir'tue usirlg the li(:ensed Producl ar)d render ani copres unusable
b. Notilication ot I-icellse Trar rsrcr. E r)rolled Afliliate nn rst nolr fy ltlicr osoll of a Lrcense translet by cornpleling a licenser transfer fornr, which can be oblained [rom htto:,//',!!w/ nlicro sall.conr/lrcensil]fl/r'ror rlr,lcls and sendir'rg lhe conlpleted lotn] to Microsorl belore the LicensE trans,er. No LicensB lransfer lvrll be valid uflless Enrolled Atliliale provides lo ll're lransteree, ar)d lhe transferee accepts ir'] rvriting, docum€nls suFficient lo enable the transferee to ascertair ttre scope, purpose and lirnilations of lhe rights granled by fulicrosoll under tlre licerrses being lransferred (includingthe af,plicable Use Rights. ose and lrallsfer reslrioliDns, u/arranties and lirnitalionsof iabjlity) Any License tralsler not rnade in corrrpliance rrilh lhis seclion ',vill be void I
c. lnternal Assigrrrrrenl of l.icerrses an(l Software Assurance. Licenses and Software Assurance must he assigned lo a single user o[ device wilhin lhe Enterprlse. Licenses anci Soltu/are Assurance may be reassigned within the Enlerprise as described irr lhe Use Riqlrts Term and terminalion.
a. Terir. The lefln oF this Agreenr dnl \ryill be 36 full calendar nronths [ron] lho effective dale ull less terminated by either party a$ described below. Each Enrollmeot wrll have the lerm provided in lhat Enrollment.
tr. T6rrnlnation wilhor.rt cause. Either party nlay lerminate th is Agreement, lvilhout cause, opon 60 da),s'written lroiice. I/I lhe event of lero)inalio.r, new Errrollments vrill not he accepted, blll any existinq Enrollrnent vill continue For the lerm of such Enrollment and will conlinue to De governed by lllis Agreernent.
c. Mkl-tcfln le.mlnallon for noll"hppropriation of Furxls. Enrolled Afftliate nray l,3rminate this AOreement or an Enrolhnent vrithout liability, Fenalty or fu(her obligalion lo make paynlerlts it lunds !o rnake paymenls under lhe Agreement or Errrollment are not approprialed or allocated by the Enrolled Alfiliale fo. such purpose
(1. Terminatior for cause. Wilhout limiling aoy ollrer rernedies il n)ay have. either pany may le nirale an Enrollmenl if lh€i olhsr parly nraterially brBaches its obligations un(ler this Agreemenl, including any obligaliorr to submitorders or pay invoices. Exceptwherethe breach is by its nature nol curable wilhin 30 days, the terminating parly must give the other party 30 days' notice ot its intenl lo terminate aod an opporlunity to cure lhe breaclr. t{ llicrosoft grves such rolice lo an Enlolled AFlilial6, Microsofl also will give Cuslomer a copy ol lhal ootice ard Cuslonrer adrees to help resolve lhe breach. ll lhe b,each aflects olher Enrollnrents and cannot be resolved bety/een Microsolt and En/olled AFflliale, logelher wilh Customel.s help, within a reasouable pe.iod of lime. fulicrosolt may lerntinate this Ag,eement and all Enrollnrents under it. ll an Enrolled Afliliate ceas€s to be Custorner's Affiliate. it tn(st pron)plly nolify Microsolt, and dlicrosoft may terminat€ the lormer Affiliale's Enrollment Il an Enrolled Affiliate tefininates its Enroltnenl as a result of a hreach l]y Microsoft, or if Microsofl ternlinates an Errrollment because Enrolled Affiliale ceases to be Cuslomer's Afllliate, then Enrolled Attilare e./ill har,/e the e;rly ternrination rights described in the Enrollnrent. e, Early teflnination. lf (1) an Enrolled Alliliate teaninales ils Enrollnrenl as a r€sull of a breach by Microsoft, or (2) if l\,Iicrosolt terminates an Enrollment because lhe Enrolled Aftiliate has ceased to lre itn Alfiliate ol Cuslorner. or (3) Entolled Alfiliate terminates an Enrollmenl fol nor)- appropriation of fUnds, or (4) Microsolt lerminates an Enrolluenl for non-payment due lo nonappropriation ol hrrds. then lhe Enrolled Afliliale v,,rlllrave the lollowlog options:
(l) lt may imnr€diately pay the iolal renraining amount due. incl(ding all irlslallmenls, ln u,/hich case the Erirolled nlfiliate will have perpelual rights for 3ll Licenses it has orderedt or h n2(l I ti^( r ( U ril:i LG lE,\lail(l'lor/'lO I i.il P;rlta5ol 1l Tr ,1xtrd,l X2O- lO!O!,
I
I
I
I
I
I
I
I
I
I
I
I
City Council 18 – 101 1/20/2026
( li) lt rnay pay only arrounls due as ol lhe lermination date. in lvhich case lhe Enrolled Afliliate \rill have perpetrral l-iceoses forl
1) all copies of Products (inchrding the latest version ol Products ordered under SA coverage in lhe crrrrent te[n) for which payrnent has been n]ade in full, and 2) lhe nLrmber of coDies of Froducts it has ordered (incl(idiflg llle lalesl version ot ProdLrcts ordered (nder Soflware Assurance coverage in currenl lerm) lhat is proportional to lhe totalbf inslallmenl Dayrireots pai(l versus lolal a,nounls due (paid and payable) if the early terminalion hacl Dol ocourred (iii) llr lhe case oF early lermination un(ler sut'scription Enrollments, Enrolle,i Affiliate will have tlre following oDlions: r
1) For eligible Pro(lucls. Eirolled Alfiliale may oblai.t perpelual Licenses as describe(l in the sectioo of the Enrollment titlecl 'Buy-out optrcn.'provided tha( Microsoft receiv€s the l)u/-oul order for lhbse Licenses wilhin 60 days alter Enrolled Affrliate provides notice of lerli']inalion
2) ln lhe event of a l)rearh t)y Microsoft, il Cuslorner clrooses not to exercise a buy-out oplion. l,licrosoft will isflre Enrolled Altilaite a credil for any amount Daid in advance for Subscription Licenses thal lhe Enterprise will not be able to use to do the lerminalion of the Enrollinent.

Nlothing in this seclion slrall aflect perpetual LlDe[se rights ac(luired eilher in a separate agreernent or in a prlor lerrr of the lefiIlirlated Enfollmeut Eltect of tcrminatlon oI expirailon..V\,/hen at) En/ollment expires or is teftninal€d. (i) Enrolled Aflitale must orderrLicenses for all coDies ol Producls it has.un for which il has lrol previously subnritted 3n brder. Any and allunpaid payments lor any ordsr ol any killd remain due and payable. Excepl as provided ir the s(bsectiorr litled "Early termination, all unpaid paym€nls lor Licenses immedialely become drlo and payable. (ii) Enrolled Aftrliale's ight to Softvare AssLrrance henefits under this Agreement ends if it does nol rertew Sollware As'surance
q, Modllicatlon or lerminallon of an Onllne Service for rcgulatory ,easons. tulicrosoll rrlay rnodily or ternrirrate an Orrline.Service !.rlrere lhere is any ctlrrent or luture ooveoinrent requirenent or obhgation thatr ll1) subjects tlicrosoft to any regulatio,l or requirenrer]l rrot generally applicable Io businesses oporaling in the jurisdictiont (2) presents a hardsllip for lvlicrosoll to continlre operating the Online Service without nrodification; and/or (3) causes Microsoft to believe llrese terms or lhe Online Servic€ may conllict with any such requiremenl or obligation.
lr- Prograrn updates. l'/icrosolt rnay mak€ clranges lo this F,ogram thal will make it necessary for Cuslomer and its Enrolled Afliliales to enlet into new agreemefils and Enrollments al the time ol an Enrollnrent rerewal.
,
I
I
Use, ownership, rights, aid restrictiot s. -l
a. Pro(lrcts. Unless ollrerwrse specrlied in a sullplentental agreernenl use of any Product is governed by lhe tlse Rights sdecific to each Pr(duct 6lld versioo and by the terms of the applicable supplenrerrtal agreerienl.
b. Fixes. Each Fix is licerrsed under the sao]e ternrs as the ProdUct to which il applies It a Fix is rot nrovided lor a specifk; ProdJcl, any use riglrls tulicrosoll provides with the Fix u,ill apply c. Non-lMlcrosoft soltware ond t€.chnoloUy. Enrolled Aff iliale is sok:ly responsible fo( arry non - Microsofl soflware or technology that il installs or uses wilh lhe Prod!cls or Fixes [AZD l6A(jr tUS) SLGtt,\tGJ/Nov2r,\161 |.nlctori!
OorLrnrenl X20.l02lX
T
7 I
I
I
I
City Council 18 – 102 1/20/2026
d. Restrictions. Enrolled nffiliale must rot (a d is nol iicensed lo) (1) reverse engineer, deconrpile, or disassemDle any'frroclucl or Fix i2) inslall or use non-Microsofl sofiv/are or technology irr any way lhat would subjed l,Jicr€sofl s intellectual property or technology lo any .
glher license lerms; or (3) wgrk aroun(l any technrcal hnilations in a Product or Fix or restrictions in Prodrict docu|nenlation. Cuslorner must not (and is rot licensed to) () separate and a(lrr pais ol a Producl or Fix on rnoie thaD one clevice, upgrade or dorvngrade parts ol a Product or Fix at di(erent lin, es, or lransfer parts oF a Proclu(:t or Fix separ ately: or (ii) dislribute, sublicense, rer'rl, lease, len(l ani Produc(s or Fixes n'r whole or in llart, or rse lhern lo olfL,f lrosling services lo a tlrkd party.
e. Reservation of rights. Producis and Frxes are protected by copyright and ollrer rnteltecltlal properly righls laws and anterdational treaties. fulicrosofl reserves all riqhts not exptessly granted in this agreemenl. l.lo rights,,vill be granled or irnplie( by vnive( o. estoppel Riglrts lo access or use Soltware on a tevice do not Eive Cuslonrer any right lo implemenl lJicrosoft l)ateots Dr other i,Iicr(,sofl i^tellectual property in lhe device ilself or in any other sollware or devices
I

8. Confidentiality.
''Confidenlial lnlormalion'is non-public inlormation that is designated -confidenlial" cr that a reasonable pe,son should understah(l is confidenlial, including Cuslorner Dala. Conlidential lnfoflTlalioll does nol include infornlation that (a) heconres publicly ayailable !vilhoul a breach of lhis agree.nenl, (b) lhe recervng party received lay,rfully frorn anolher sourc€ withoul a con,identiality obllgation, (c) is independenlly developed, or (d) is a comrrenl or suggestion volLrnteered aboul the other parly's business Droducls or serv ces. j
Each parly v,/ill take reasonable sleps to prot€cl lhe other's Confidential lnfornatioo and v,/ill use th€ other party's Confidential lnformalion only for purposes ol lhe parties busirress relationship. Neilher party will disclose thal Confirlenlial lntonnation to lhild parties, excepl lo ils emFloyees. Affiliates, colllraclo/s, advisors and corrsullants {'Represenletives") and then only or) a need-to-know basis under oondisclosrrre olrl€ations al leasl aE prolective as thrs agreemerrt. Edch pany rernains responsiDE for lhe use ol lhe Confidential ln(oflnatiofl by its Represerttatives and, in the e',/ent oI discovery of any rrrrautl]orized use or disclosur€, rnust promplly noity lhe other party.

A party nray disclose the other's Confidenlial lrrforrnatioo if required by law; bul only aller it notilies lhe olhsr parly (if legally permissible) to enable the olher party to seel( a proleclrve order. fleither psrty is re(luired to restrict work assibnments of its Represenlatives v,/ho have had access (o Confidenlial lnforrnalion Eactr party agrees thal the use ol inlormation retair]ed in Representalives' unaided rnen]ories in lhe devslopment or deployrnenl of lhe parlies' respeclive products or services does [ol creata liabilily under this Agreen]enl or trade secrel la!v. and each party agrees lo lin'rit whal it (liscloses to llre olhel accordi'lglv.

I
These obligations apply (i) for Cuslomrr D;la tlntrl rl rs (leleted frorn Ihe OrrlinE Seryices, and (ii) tor all other Conirdenlial lrFormalion. for a period ol five years aFler a party receives the Confidefltial lnfomration.

9. Privacy and comptiance inn U*".
a. Enrolled nftiliate conserlts to lhe processirlg ol personalinFormation by Microsoft and ils agents to Facilitale the s(tbject matter bf this Agreernenl. Enrolled Atliliate !,/ill oblain all required consents lrom lhird parties unddr applicable privacy and dala protection lavl before providing personal informaliorr 10 tiicrosoll
b, Personal informalion collecled uncler this agreernent (i) rnay be lrarrslerred, slored and processed in lhe United S(ates or any olher country in which Microsolt or its servrce providers maintain lacilities and (ii) ,rill be subiect lo lhe privacy terms sFecifiecl in the Use Righls liicrosofl will abide l)y lhe reqtlirements of Euror)eao Econornic Area and Swiss dala proleclion FA70 lGA0r{L'S}Sl Ci(litl{ ;)(t|rv20 I iii PnceTolll
ob.u,lc'I X2Lr.102OS
I
I
I
I
City Council 18 – 103 1/20/2026
c
law regarding the colleclion, use, Iansle(. relention, and other ptocessing of personal dala fron the Eurorean E(olromi0 n iea and Switzerland.

I
U.S. ex0orl. Productsand FixesaresubiEcl loU.S. exporl iurisdiction- Enrolled Affiliate nrusl comply with all apPlicable inlernational and national la\,/s, includir'tg lhe u.S Eyport ndrrinistration Regulalions and lnternatiol|al Traffic in nrms Regulations. and end-use., end use and deslination reslrlcllons isste(l by U S. and other goverornents related to lvlicrosofl ploducls, services atld teclrnologies.

10. Warranties.
a Linrited warranties and rernedies.
(i) Software. lttricrosoll war(ails lhat each versiorr of the Solh,Jare v,/ill perlorm sullstantially as described in the applicable Frod(Et docuntentation for one year from the dale the Enterprise is firsl licensed rfor lhal veEion ll il does nol and lhe Enlerptise notilies Microsolt within the waranty lerrir, llEn MicrosoFl wll, at its oplion (1) rel.urn lhe price t:nrolled nfliliale paid for the Soft,ivare license, or (21 repair or replace lhe Softlvare. (ii) Online Selvices lvlicrosoliwarrants that each Ool[re Service will perlorm in accordance wlth lhe applicable SLA (irtrlnq lhe Enlerprise's use. Ihe Ente/prise's renledies For breach of this warranty are in the SLA.

The remedies above ar€ the Enterprise's sole r€tnedies for breach ol lh€ v,/a[anties i llris seclion Custoiner waives any bt each of vr'arranty claints nol made during lhe warranty period. b. Exclusions. The urarranties in lhis agreement do nol apply lo problorns calsed by accident. abuse, or use in a nranner inconsislenl wilh this AgreetneIt. includlng faiture lo rneel nlinimum system re(luirerneots. Theserwananties (lo not apply lo lree, trial, pre.release, or betir Drodurts. or to conrponenls of prod(rcls that Enrolled Affiliate is permitted to redistribute. c. Oisclaimer, Except lor the'litnite(l warranties above, Microsoft provides no other walrarties or condltloos arid disclaims any other oxpress, implied. or statutory v/arranties, including rvarranlies ot quality, lifle, non-infrlngemenl, merchontabillty, al|d litness aor a parlic(llar l)rrrpose.

11. Defense ot third parly claims.

The parties willdefend each other against the third-party clainrs clescribed in lhis seclion afld will pay the amounl ol any resulting adverse final judgnient or approved settlement. but only if the defending parly is l)romplly notified in driting of the claim and has the right to conlrol tlre defel|se and any settlement of it. The party being defendad musl provide the delendir)g party,,./ilh all requesled assistarrce- tnlormalion, and aulhorily. The delending pa.ty r/ill reirnl)urse the other party for reasorlable oul-of-pockel exfreoses it incurs irl ploviding assislance. This sectlor] describes ths parties'sole remedies and er'rlire liabilily for such claims. a. By Microsofi. Microsolt willdelend Enrolled Alliliate againsl any third-party clainr to the exle nl it alleges lhat a Ptodrrct or Fix made available by fvlicrosotl for a lee and used within the scope ot the license granled (unmodified from the fornr provided by Microsoft and not con']bined wilh anylhillg else) ,nisappropriales a lrade secret or direclly inlrioges a palenl, copyright, trademark or othor proprietary riohtof a tbird pady. lf Microsofl is unable lo resolve aclaim of iniingenre[t Lrnder con]mercially reasonable terms. il may, at ils option, eilher (l) rnodity or replace lhe Producl or Fix wilh a lunctional eqtlivalentl or {2) lern)inate Enrolled Alfiliate's license and relund any prepaid license lees {less depreciation on a ftve-year, straiqht-line basis) lor perpelual licenses and any amount paid for Online Services for any usage period afler tlre lenninallon dale. Microsoll r.,/rllnot be liable tor anyclahrs ordamages due to Ertrolled Affiiate's continued use ol a Producl or Frx afler being notrfled lo stop due to a third-party clainl. h. By Enrolled Afrtliate. 'l'o the extent permilted by apl)licable la!v, EnrollBd Affiliate ',villdet€nd i.Iicrosofl againsl any llrird-parly clainr to lhe extent it alleges lhat: (l) any Custon]er Data or I
FA20 Iri^!(rlSlSLGiEtl(lXrldv20 18, Pn0.8ofll
tr(rcuorefl :2D.l02D!
I
I
I
City Council 18 – 104 1/20/2026
non-Miurosoft sa,nwate hosted in an Online.Service by lvlicroson on Ellrolled Afflliale's behall misappropriates a lrade secrel or directly infringes a pateot, copyright, lradernarl(, or othet proprietary riglrl of a lhird pally, or (2) Enrolled Affiliate's use o[ ary P.o(l(icl or Fix, alone or irr coml)inalion \vith anything else. violates the la,, or darnages a lhird parly

12. Limitation of tiabitity, I
I
For eaclr Product each Dariy's r)laximun), aggregate liahrlrty to tlre otlrer Urder lllls Agreerrrertl is lLrriled to direcl danrages Iinalty awarded in arr amount not lo exceed lhe a|irounts Enrolled AfFiliate was required tD l)ay lor lhe applicable Products during theltenr ()l lhis Agreemenl, sublecl lo lhe following:
a. ollline Scruices. Por Online S6rvices, Microsoft's maxirnum liahilily lo Enrolled Affiliate for any in(jideot Clivi|rg rise tc a clai*r'^,ill not exceed lhe amornt Enrolle(l Alfiliate l)aid fot the O;line Servbl dL;ing the 12 monlhs before the i'r,ir(le0t b. Free Products and Dlstributatile code. For Products provided free of char0e and codc that Enrolled Affiliate ls aulhorized lo redislribute to lhird parties lylthout separale payrnenl to lvlisosolt, Microsoft's liability is Iimited to direcl darnages finally awarde(l Up lo us55,000. c. Excluslons. ln ro everrl will either party lre liable lor indi.ect, incidental, special, punitive, or consequential damages, or for loss of llse loss of business inlolmatioll, loss of revenue, or interrtrption of business, howevejr caused or c'n any theory of liabilitv. (1. Exceptions. No lirnilalion or exbluslons will applyto liabilily a rising out of either parly s (1) confidentiality obligations (except for all liahlity relaled to Cuslorler Dala, r,(hich will remain srrqect lo the limitalions and exclusions above)l (2) dcfense obligations: or (3) violalion of the olher party's intelleclual properly rights.

13. Verifying comptiance.

I
a. Right to vcrify compllance. Enrolled Afiliste rnust l{eep recods relating lo all use and distributior of Products by Enrdlled Affiliatc and its Affiliales. I!4icrosolt has the right. at its expense. to the extent peflrritted by applical)le lavr. lo verify coflrpliance v,/ilh the Froduct's llcense ternrs. Enrolled Alfrliate rnust prornl)lly provde the irrdepender'll auditor with ally infornrallon ltre aUdilor reasonably requests in f(rrtherance ol lhe vedticalion. irrc udiog access to syslems running lhe P.oducts and evidence ol Licerrses for Prodtrcls En.olled Alfiliale hosls. sublicenses. or rlGtributes to thlrd parties. Enrolled Afliliale agrees to conrplele l\,licrosofl's self-ardit process, which Microsoft nlay require as an allelrlalive to s lhird parly audll [). Rernedles for non.co[]pliance. lf verification or selr-audit reveals any [nlicensed Use o, distribution. lhen withirr 30 days', i1) Enrolled Atliliate musl order suflicierll Licenses to cover that use or clistritjulion. and (2) if unlicensed (rse or (listribution is 54/i or rr'tore. Enrolled Afliliale rnusl reimburse Microsoll lor llie cost Microsott lras incurrsd in verilication and acqtdre the necessary ad(litional licenses al 125% ot lhe price based on the lhen'currenl price list and Enrolled Alfiliate price level. Tha unlcensed use percertlage is based on the lotal nurnber ol licenses purchased con'rpared tci actual install base. L th€re is no onlicensed use. fulic,osotl v,/ill nol subject Enrolled Aftiliate lolanotner verifacation lor at leasl one yea[. By ex€rcising the rithls and procedures described above, l\4icrosoft does no[ waive its rigl]ls to enlorce this Agreernsnl or to prolecl its intellectual properly by any olher nleans Permilteci by law. c. Verification process. lvicrosollwill notily Errrolled Affiliale al leasl 30 days rn ad',/ance of its intent to verily Enrolled Alfiliate's compliance !t/ith the licellse le.ns for lhe Producls Enrolled Afnliare and its Afliliates use or distrillute. MicrosoFl willengage an independent ardito.. which v,/ill be subject to a conliderrtialily obligation. Any intormatioD collected in lhe self-audit will be used sotely lor purposes ol (leterminirrg conrpliance. This verincatiofl will take place during norrr1al l)usiness l)ours and in a marrner llral cloes not interlcre (Jnreasonably with Erllolled Affiliale s operalions.

EA20 !tilqr (US)SL(i{EN(;}(llov20 Iti, PA-rrfl9(nll
OtraflraflI X70.l02oil
I
I
I
I
City Council 18 – 105 1/20/2026

14. Miscellaneous.
1 a. Use ol co nlraclors. fulicros oil mry use contractors to Derlot m se rvices, b Lrl wtll be resporr sible for lheir oerlornrance sublecl to the terrns of lhts Agreen\ertl l). Microsoll .1s irrdependenl "o]rtrr.to.. Thc parles are indepen(lent conlractors. Enrollecl nlliliate and Microsoft each rnay (levelop DrodUcts ind€pen.lently ,,vilhoul using the other's Confidential lnlonralion
c. Nolices. Notices lo lJlicrosoft nrlL,stbesent lollrca(ldressonthesignalurefornr. Noticesrnust be in twriting and will be trealed as delivered on the date shogn on the relurn recetpt or on the courier or lax conlifination ol delivery. uicrosoll rr)ay provide informalion to Enroiled Affiliale aboul rFcomirlg orderin0 deadlinEs. services, ar'rd sullscription inForrnation in electronrc form, including by email to contacls provided hy Enrolled AlFiliale. Enrails will t)e lrealed as (ielivered on lhe trensmission date.
.1. Agrecinont not excl[sive. Cuslon']er is free lo enter inlo aslreenlenls lo license. use ot promole noo-Microsoft producls
e. Anrendrnents. Arry arnendmeril lo lhis Aoreement must be executed by lloth parties. except fhat Microsoft may chanoe lhd Producl Terms and llle Use Rights ftoln lirne lo time h'l accordance \,Jillr lhe lenns ol this Agreernenl. nni conflicting termsand condilions conlaino(l ir\ an E.rrolled Alfiliate's purchasb order will not apply. Microsoft may reqUire Custorner lo s 9n a ne!,/ aqreemenl or an anrendDrent Delore arr Errrolled Afftlrate enlers into an Enrollrnenl under this agreel']'tent.
f. Asslgrrlnenl. Eitherparly mayassign lhis Agreernenl loan Affiliale. bul mustnDtify the other party in writing of the assignrneht Any other proposed assignrnenl rnust be approved by tlte rrcn-assigning party in wriling. Assigorrlenl rvill nol relieve the assigning party of ils obligations under tlre assigned agreement Any attemplerl assignmEnt witlrcul required approval !!ill l)e void.
g. Appllcable lawt dispute resol{(ion. The terms of this Agreenlenl vrll be governed try the lavr's ol Cuslarner's stale. wilhoul giving effecl to its conflicl ol laws- Disputes relating lo this Agreeme,rt will be subiect to apBlicable dispul€ r€solution laws of Custorrer's state lr. Severabllity. llanyprot/rsron rnlhis agreernerrl is held lobe Unenlorceable, tl)e halance of the 69teernent wrllremain r.r full forie and effecl
i, Waiver. Failure lo enforce any'pro,rision of tlris aqfeenrent ,,vill not conslitule a waiver. Any waiver must be in writing and signed by the waiving pany. i. No tlilrd.parly be eflclarles. .This ngreement does not creal€ any third.party benetciary rights.
k, Survival. All provisrons survive lermrrlaliorr or expiralion o[ lhis Agreerr]erlt except lhose requaring perforntance only during tlre leln ol the Agreemertl. l. Managsmcnt and Reportlng. iustomer anrl/or Enrolled Alliliale nray nlanage accounl delails (e.9., contacts orders, Ltce'lses. sollware dolvnloads) on Microsofl'S Volume Licenst.rg Service Cenler ('VLSC') web site (or sLccessor sile) at' !lt!)s rwv^v nrclosolt c-gp'Ulice!)9ir!-q/servr,:ecenter. Upon the erfecli'/e dale of thrs Agreerrenl a;( any Errrorf ,nenfs, f fr?ionGif$,,lE^i'r'err fo, tt,is prrrpose e,/itl be provided acce.ss to this sile and nray aulhorize addrtional Lrsers and {:o[tacts. rn. Order of preced€nce lnthecaseof a conllicl bet,r,/een any docu0rants in tllis Agreernent lhat ls nol expressly Iesolved in those documenls. thei| lernls will conlrol ir'! llre tollowing or(ler fro,Ir highest to lowest priorily: (1) lhis Enterprise ASjreemenl, (2) any Enrollrnent, (3) the Producl Terms. (4) lhe Online Services Terms, (5) o(lers subnrilted ur er this Aareement, and (6) any other docunlents in lhis Agreeh)enl Terms ln an arrrendrne[l cuntrol over the amended docurnent and any prior ameldrnents concernin0 lhe same sllbiect m€lter.

EA2l) I IiAqr {US)SLGiEl.lGllNo!20 I ii} Prlo l0 D, ll
Di4rmcnlX20 l02OJ
I
I
I
I
I
City Council 18 – 106 1/20/2026
n. Fr€e Producls. ll is Microsofl'd intent that the terms olthis Agreement and the Use Righls be rn corrplrance with all applrcatle lederal law and regulations. Any free Product provided to Enrolled Allilrale is lor the sole ise and henefit ol lhe Enrolled Alliliate, and is rot provided for' use by or personal benefit of anry specific governrnent enrployee o. Voluntary P.oducl n ccessibitity Terlrplates. lrlicrosolt supports the governrnerlts obligaliDr'1 lo provide accessible technoloiies to its citizenri witlr disabillties as required bV Seclion 508 ol lhe Rehabililation Act of 1973. aod its stale lav/ counterparts. The Vo[rntary Producl A.cessil)ality Ternplates ('VPATS") for the [,licrosofl technologies used i0 providir)g the Orline Services can be found at fiilicrosofl's VPAT page. Further informalion regarding lvtcrosoft's conrnrilmer'rl to accessibility can be foUnd at lttp-.&rjglljiqgggjlgg&ElEUlg. p. Natural disaster. Ir ltre event ol a 'halural disaster, l,licrosofl ryray provide additional assjslance or rights by posting them on lr!tp.4a{.g&!IgSsd!@!f al such lime q. Copyrlghl vlolatioD. Except Es set forlh in lhe seclion above entilled Transfelling and re.lssigning Licenses", the Enrolled n ffiliate agrees lo pay for, and comply with the terrns of lhis Agreernenl and lhe use Rights, for the Proclricts il uses. Except lo lhe extBnt Eorolled Affilial€ rs licensed Lrrder llris Agreenllnl. il \.rill be responsibie lor ils breach ol this conlract and violation of Microsoft's copyrighl in the Products. including paynent of License lees specified in this Agreernent for unlicensed use.

Er120 1(A{rll.,S)SLGtEllG}lNav20 I 0) Pilgc ll o{ I I
liounrri'rl X2ll- l0?l)g
I
I
I
I
I
i
I
I
I
I
I
I
I
I
I
City Council 18 – 107 1/20/2026
El 'Vli,,roro1q Vo lr.r rrrr: l-ic.crrs i nc1
supp lemental Contact lnformation Forrn
This lorm cal] be used ln combinalioh wilh [IBSA. Agree,nerrt, and Er]rollrnenti Regisl.ation l.lowever, a 6eparale form must l)e submrited tor each enrollment/reoistration. $ten mole lhan ooe is submilled on a signature ,orm. For lhe purposes ot tlris torm. 'entity" can mean lhe signing enlily, Cuslomer, Enrolled Alfiliate, Goverurert Pa(ner, lrlslitu(ron, or ollre/ parly enlerirlg inlo a volurne licensinq progrern agreemerrt. Primary and Notices contacts in this fonn will not apply lo enrollments or regislrations.

This folln arplies to: IItBSA I
l8l Asreement
I
Ll Enroll'nenl,/Alf rllate Reqislratlon Forrn
llse(t primary e lity narne if rnorc lh6n one Enrollmenl/Regislralion Fo.nr is submitted
Conlact information.

Each party vr'ill oolify the other in writing it any of the inFoflnatien in the following contaot infonriation page(s) changes. The aslerisks (') indicate require(l fielals: il lhe entity chooses to designate other conlact lypes. tlre sarne required felds rrrrrsl tre corirpleted lor each sectiolr. By providing contacl inlofllralion. entily consenls lo its use for DUtposes ol aclnrinistering the Enrollmenl by lvlicrosofl and other paiies lllat help l,,l icrosoft adnlinisls lhis Enrollment The perso[al rnlormation provided in connection $iith llris agr6eorenl ,r.,ill be Ised and prolecle(l accor(li $ 1o llre privac/ slalerrrent alailable at hltDs:''ilic(:nsi mrErosoll-con'l

1. Additional notices contact.
'fhis contact leceives all nolices thal are seflt from fllicrogoft. No online access is granted to lhis lndividuat.

Narnc of entily' Counly oi Rrverside I
Cofltact rta €'; Itlrst Regina Lasl Fund€rl)urk
Contact ertall address' [email protected]
Slreet addross'3450 ,4lh Slreel, 4th Floor,
City' Riverside Stal€/Provlnce' California 'Postal co(le' 9250 I-3861 Country' USA
Phone' 951-955-2265 Fax I
D This contacl is a lhird pa.ty {nol tlle en[ity). UJanling: Ihis contact recelves personally identifiable inlormatiorl of lhe entily.

2. Soflwarc Assurance manbger.

This contact will receivc online permissioirs to rnannge the Sonwar€ Assrrrafce benefits ur)der ll]e Enrollnrent or Rsgistr alion.

Name ol entity' Cour)ly of Rrverside
Contacl narne': First Regina l-ast Funderburk
Contact Bmail address' RFunderburk@ vco.org
Street address' 3450 14th Slreet. 4th Floor
City^ Riverside State/Province' Calilorlua Postal co(le' 92501'3Eti I lirFC llxcrliloF o,rn0.lA,Illl))( Erl(:; ){(,r it 20 r l) r'rQa I d( :l I
I
I
I
I
'l
City Council 18 – 108 1/20/2026
Country'USA
Phqne' 951-955-22{i5 Fax
E lhis contact is a third l)arly (rrot tlre errlity). Warning This conlact receives Personally identifiable inlormalio,) of the enlity.

3. Subscriptionsmanager.

This conlacl will assign fulSDl'l, Expression, and lechNet Plus subscription licenses to the individual sutrscnbers under lhis Enrollrnenl or Regislralion Assignnrent of lhe subscription licenses is necessary lor access to any of lhe online benelts, such as subscriplion downloads This conlacl will also manage any complimentary or ad(litional me(lia purchases relate(l to tlrese subsc,iptions Name of entity'County of Riverside
Contact Iame': First Regirla Last FunderbUrk
Cootoct €mall oddress' RFunderburk@r ivco.orgt
Street address'3450 14th Slreet.4Ir Floor
City' Riverside Stiite/Province' California Postal co(le' 92501-3861 Country'USA
Phone' 951-955-2265 Fax
! This oontact is a third perty (not the entity). Warninar 'l'his contact receives personally identifiable information ol the entity

4. Online seruices manager.

This cofilact will be provided onlirre rreflni5siorE lo manage the ol|line service$ ordered under tlre Enrollment or Rsgistralion
Nanre ol entity' County of Rivarside
Contact name': First LLtis Last Flores
Corrtact enrail address' LFF|ores@ vco.org
Slreet address'3450 14lh Slreet,4lh Floor
City' Riv€rside Slate/Province^ Calilorria Poslal code' 9250'1-3861 Courrlry'USA
Phofle' 951.955-8114 Far
E This contact is a thid parly (rol tlre entily)- Warning: Tl)is contact receives personally idedtrliable information of lhe entity.

5. Custorner Support Manager (CSM).

This person is designated as tlre Custonrer Supporl Manager {CSM) for supporl-r'elalerl activities Narne of e[tlty' Counly of Riverside
Contact name': First Luis Last Flores
Corrtact email add ress' [email protected]
Strccl addrass' 3450 14lh Street, 4lh Floor
City'Riverside Stnte/Provillc€' Californio postal co(le' 9250I-3861 Coulllry' USA
Phone' 951-955-81 14 Far

6. Primary cantact information.

An individual from inside the orgaDization nrusl serve as tlre prin]ary contact. This contact receives online atlminlstrator permissions and nray grant onlrne access to olhers. Tlris co[tact also receives all nolices Lrnless f,r'licrosoft is plovided writlen notice ol a clrange.

Name of antity' Counly of Rive16ide
5opcDl1racrtrrloFor,n(NA.rl,JUl(EN{i)U,)nl2i11x) Paqc 2 Lll :l City Council 18 – 109 1/20/2026
Conlact narne': First Jirn Last Srrtlh
Contact emall add.ess' [email protected],org
Street address' 3450 14th Street. 4th Floor
City' Riverside Slate/Provlnce' CA Postal code' 9250'l-3861 Country^ US
l)hore' 951 -231 "5909 Fax

7. Notices contact and online administrator informatlon.

This irldividual receives orline adori[islrijtor permissions ar]d rriry gralt onlrr]e access k] olhers. This contacl also receives all notices
E San)e as /rrrnary coirlacl
Name ol cnllty'
Contacl narn€"i FiIst Last
Contacl entall address,
Strccl a(ldreis'
Clty' State/Province' Postal code"
Country'
Phone" Fax
l] This contacl is a third parly (not lhe entity). Warning: This colllact receives petgonally identifisble inlornlation ol lhe entily,
Sud:oltacltrk,F(, r(NA.rrI))r:r.r(ilr(rcr?,r r } Fnge :r nl 3 City Council 18 – 110 1/20/2026
Select Plus Agreement x20-04874
<Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
<Choose Aqreement> Document Number or Code
<Choose Agreement> Document Number or Code
Select Plus Affiliate Registration Form x20-04921
<Choose EnrollmenURegistration> Document Number or Code <Choose EnrollmenURegistration> Document Number or Code <Choose EnrollmenURegistration> Document Number or Code <Choose EnrollmenURegistration> Document Number or Code Document Description Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
Document Description Documenl Number or Code
!l Microsoft
Program Signature Form
Volume Licensing
MBA/MBSA number Proposal lD
Agreemeni number
Noto: Enter the applic€ble active numb€6 associated wilh the documents below. Microsofl roquires the s3sociated active number be indic€ted horD. or lisled below as nery.

For the purposes of this lorm, 'Customef can mean the srgning entity, Enrolled Amliae, C'ovemm€nt Partner, lnstitution, or other party entering into a volume licensing program agreernent.

This signature form and all contracl documents identiried in the table below are entered into between the Customer and the Microsofi Affiliate signing, as of the effective date identified below. ' indicates required field
\11J
NATF
\ I
Printod Titl6' Procurement Contract Specialist
Signatu re Oate' 07 I 17 1201 3
entity name)" County of Riverside
DC \co
IS
Printed First and Last lnes Mark FOR
Name of Enti
Signature'
Tax lD 95-6000930
ProgramSignFom(MSSign)(NA,LatAm)ExBRA,ML(ENG)(Oct201 2) Page 1 of 3 By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents.

Contract Document Number or Code
Customer
BY
City Council 18 – 111 1/20/2026
Microsoft Licensing, GP
Printed First and Last Name
Printed Title
Signature Date
(date [4icrosofi Aftiliate countersigns)
Signature
Effective Date
(may be different than Microsoft's signature date)
Microsoft Affiliate
Name of Entity (must be legal entity name)'
Signature'
Optional 2nd Customer signature or Outsourcsr signature (if applicable) * indicates required lield
" indicates required field
lf Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form.

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

Microsoft Licensing, GP
Dept. 551 , Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 8951 1-1 137
USA
Name of Entity (must be legal entity name)r
Signaturet
Printed Filst and Last Name"
Printed Title.

Signature Date*
ProgramSignForm(MSSign)(NA,LatAn)ExBRA,MLI(ENGXOcl20l 2) Page 2 of 3 Customer
Printed Fi6t and Last Name'
Printed Title*
Signature Date*
Outsourcer
City Council 18 – 112 1/20/2026
Prepared By: Name of Preparer
Email of Preparer
ProgramSignFolm(MSSign)(NA LatAm)ExBRA,MLI(ENGXOct20l 2) Page 3 of 3 City Council 18 – 113 1/20/2026
!I Microsoft
Select Plus License Program Agreement State and Local
Contents

1. 2.

3. 4.

5. 6.

7. 8.

9. 10.

11. 12.

13. 11.

15. 16.

17. 18.

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

How to establish pice level. ....-..-..

License grant
-
what Registered Affiliates are licensed to run....-........

Making copies of Products and re-imaging rights. ..............,...,.., Transfering and reassigning Licenses.....................

Term and termination............, -..,....,
How to renew an Order.

DefiniUons..........

Restrictions on use............ --. -.

Contidentiality.
1 3
3 3
1 5
6 6
7 I
9 9
Defense of infringement, misappropriation, and third party claims.....

Limitation of liabili
Ve fying comptiance......-...............

Non-Mi crosofl Software or Techno1oqy.................,..., Miscellaneous..,.
10 11
12 13
14 14
This Microsoft Select Plus Agreement is entered into between the entities identilied on the signature form.

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

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

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

Terms and Conditions
(i) any govemment agency, department, office, instrumentality, division, unit or other entity of the state or local governmenl lhal is supervised by or is parl of Customer, or which supervises Customer or of which Customer is a part, or which is under common supervision with Customer;
(ii) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state jurisdiction and geographic boundaries; and
SelectPlus20l2AsrGov(Us)SLG(ENGXoct201 2) Page 1 of '16 Documenl X20-04874
Volume Licensing
How to know what Prcduct Use Rights app|y.............

How to order Product Licenses. ...

Warranlies. .-.,.....

1. Definitions.
ln this agreement the following definitions apply:
"Affiliate" means
a. with regard to Customer
City Council 18 – 114 1/20/2026
(iii) any other entity in Customer's state expressly authorized by the laws of Customer's state to purchase under stale contractsi provided that a state and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates; and
b. with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is under common ownership with Microsoft
"available' means, with respect to a Product, thal Microsoft has made Licenses for that Product available for ordering under a particular licensing program;
"Commercial Product' means any Product Microsoft makes available for license for a fee; "Contractor' means any lhird party supplier or other provider of computer technology or related services. "Customer" means the entity that has entered into this agreement and its Affiliates; "Customer Data" means all data, including all text, sound, software,or image files that are provided to Microsoft by, or on behalf of, Customer through Customer's use of the Online Services. "Fixes" means Product fixes, modifications or enhancements or their derivatives that Microsofl releases generally (such as Commercial Product service packs);
"License' means Registered Affiliate's right to use the quantity of a Product ordered. For certain Products, a License may be available on a subscription basis ("Subscription License"). Licenses for Online Services will be considered Subscription Licenses under this agreement; "L&SA" means a License and Software Assurance for any Product ordered; "Microsoft" means the Microsoft entity that has enlered into this agreement by accepting Customer's registration;
'Order' means the documenl Customer or Customefs Affiliate submits under this agreement to acquire Licenses or Services:
"Online Services' means the Microsoft-hosted services identified in the Online Services seclion of the Product List.
"Product" means all software, Online Services and other web-based services, including pre-release or beta versions, identified on the Product List.
"Product List" means, with respect to any licensing program, the statement published by Microsoft from tlme to time on the World Wide Web al htto://www.microsolt.com/licensino/contracts, or at a successor site that Microsoft identifies, which identifies the Products that are or may be made available under the program (which availability may vary by region) and any Product-specific conditions or limitations on the acquisition of licenses for those Products;
"Product Use Rights'means, with respect to any licensing program, the use rights for each Product and version published for that licensing program at htto ://www. m icrosof t. m/licensinq/contracts orata successor site.
"Qualifying Contract," means (1) an Enterprise Enrollment under a Microsoft Enterprise Agreement; (2) any Enterprise Subscription Enrollment entered into under a Microsoft Enterprise Subscriplion Agreement, or a Select Agreement.
"Registered Affiliate" means an entity, either Customer or any one of Customer's Affiliates, identified on an affiliate registration form that has been accepted by Microsoft and has submitted an Order under this agreement;
"Reseller" means a large account reseller authorized by Microsoft to resell Licenses in a Registered Affiliate's region under this program;
'Service Level Agreement" means the document specifying the standards Microsoft agrees to adhere to and by which it measures the level of service for an Online Service.

SelectPlus20'1 2AgrGov(US)SLG(ENGXOct20l 2) Page 2 of 16 Document )(20-04874
City Council 18 – 115 1/20/2026
"Software Assurance" means an annuity offering that provides new version rights and other benefits for Products as described in the Product List;
"Trade Secret' means information that is not generally known or readily ascertainable to the public, has economic value as a result, and has been subject to reasonable steps under the circumstances lo maintain its secrecy.
'use" or "run' means to copy, install, use, access, display, run or otherwise interact.

2. How the Se/ect PIus License program works.

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

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

3. How to establish price level.

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

SelectPlus20l2AgrGov(US)SLG(ENGXOct20l 2) Page 3 of 16
Document )(20 04874
4, License grant
-
what Registered Affiliates are licensed to run.

Registered Affiliates have the rights below once their registration is accepted by Microsoft. These rights apply to the Licenses obtained under this agreement and are nol related to any order of, or fulfillment of, software media.

The ability to run current or later versions of a Product licensed under this agreement could be affected by minimum system requirements or other factors (e.9., hardware or other software). a. General. At any time after their registration has been accepted by l/'licrosoft, a Registered Affiliate may run for its own beneflt as many copies as it chooses, of any available Products it chooses, provided that it submits Orders for all copies in the month in which those copies are first run.
b. Use by Affiliates. A Registered Atfiliate may sublicense the right to use the Producls ordered under this agreement to any of its Affiliates, but Affiliates may not sublicense these rights and their use must be consistent with the License lerms contained in this agreement.

City Council 18 – 116 1/20/2026
c. When Licenses become perpotual.
(i) License only. Registered Affiliate's right to run copies of any Product for which it orders only a License is temporary until the Registered Affiliate has paid for that License in full and Microsoft has collected such payrnent. Thereafter, Registered Afiiliate will have a perpetual License to run the number of copies ordered in the version ordered. (ii) L&SA or Software Assurance. Registered Affiliate's right to run copies of any Product for which it orders L&SA or Software Assurance is temporary until:
1) the Registered Affiliate has paid all installments of the price for such coverage and the Order or renewal term during which such Product Licenses were ordered has expired or been renewed or
2) the Registered Affiliate is otherwise eligible for perpetual Licenses as provided in this agreement.

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

How to know what Product Use Rights apply.
a. Product Use Rights. Microsoft publishes Product Use Rights for each version of each Product. The latest version of the Product Use Rights is available at bttp1u4 4ry.m1qasafl.aoln4eersr!-s1eantraets.
(i) Product Use Rights for current and future versions of Products. The Product Use Rights in effect on the effective date of the agreement will apply to all Registered Affiliates' use of then-current versions of each Product, regardless of the date of the Order. For future versions, the Product Use Rights in effect when those future versions are first released will apply. ln both cases, subsequent changes made by Microsoft to the Product Use Rights for a particular version will not apply to Registered Affiliates' use of that version.
(ii) Product Use Rights for earlier versions (downgrade). lf a Registered Affiliate runs an earlier version of a Product than the version lhat was cunent on the agreemenl effective SelectPlus20l2AgrGov(US)SLG(ENG)(OcU0I 2) Page 4 of 16
Document )(2G04874
5 City Council 18 – 117 1/20/2026
6 How to order Product Licenses.
a. Placing Orders. Registered Affiliate may purchase Licenses and Online Services Microsofl makes available under this program by placing Orders with Registered Affiliate's authorized Reseller. The price and payment terms for all Orders will be determined by agreement between Registered Affiliate and its Reseller. When placing orders, a Registered Affiliate must specify the country or countries where the Registered Affiliate will use the Licenses.

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

Microsoft may change the Products and subscription services available under this program. b. When is the Registered Affiliate eliglble to order just Software Assurance? A Registered Affiliate may order Software Assurance for copies of a Product, without the need to simultaneously order a new License for those copies, in each of the following circumstances:
(i) Registered Affiliate may order Software Assurance for copies of Products for which the Registered Affiliate has previously obtained perpetual Licenses through Upgrade Advantage, Software Assurance, or any similar upgrade protection, so long as the Order for Software Assurance under this Agreement becomes effective no later than one day following the expiration of that upgrade protection, and (2) Registered Affiliate submits an order for another term of Software Assurance for those Licenses prior to or at the expiralion of the previous term.
(ii) During the term of the Agreement (including any renewal lerm), a Registered Affiliate may be eligible to order Software Assurance for copies of certain Products licensed lhrough retail sources or from an original equipment manufacturer ('OEM"), provided that the Registered Affiliate places its Order within lhe required time frame. The Product List at htlo.//www.microsoft.com/licensinq/contracts identifies those Products that may be enrolled in Software Assurance and the applicable lime frame for placing an Order. (iii) A Registered Affiliate may also order Software Assurance in any other circumslances expressly permitted in the Product List.
(iv) A Registered Affiliate may renew Software Assurance ordered under lhis Agreement at the time it renews its Order as described in the section titled "How to renew an Order." c. How to confirm Orders. lnformation about Orders, including an electronic confirmation of each Order, will be provided in a password-protected site on the World Wide Web at https://www.microsoft.com/licensinq/servicecenter/ or a successor site that will be identified Upon Microsoft's acceptance of this agreement, Registered Affiliate's contact identified for this purpose will be provided access to this site.
lnvoices and payments. For any Orders for Software Assurance or L&SA, if the Registered Affiliate elects to spread its paymenls over three years rather than payment in a lump sum, it may make this election with its Reseller. ln such cases, Microsoft will invoice the Registered Affiliate's Reseller in installments, the first installment upon receipt of the Order and subsequent installments on each anniversary of the Order or the Afflliate anniversary monlh.

Any amounts for Licenses only (i.e. without accompanying Software Assurance) will be invoiced to the Registered Affiliate's Reseller in full upon receipt of the Order. d
SelectPlus20l 2AgrGov(US)SLG(ENG XOcl201 2) Page 5 of 16 Document )Q0-04874
dale, the Product Use Rights for the version licensed, not the version being run, will apply. However, if the earlier version includes components that are not part of the licensed version, any Product Use Rights specific to those components will apply to the Registered Affiliate's use of those components.
b. Resorvation of rights. All rights not expressly granted are reserved by Microsofl. ln lieu of Customer's obligation lo indemnify Microsoft under various provisions of the Product Use Rights, Customer will be responsible for any cost or damages arising from any claim to which Customer's indemnity obligation would otherwise apply.

City Council 18 – 118 1/20/2026
Changing a Reseller. l, Microsoft or the Reseller chooses to discontinue doing business with one another, Registered Affiliate must choose a replacement Reseller. lf Registered Affiliate or Reseller intends to terminale their relationship, the initiating party must notify Microsoft and the other using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effecl.

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

Transferring Licenses to third parties. You may transfer fully-paid perpetual Licenses:
(i) if you are an agency of a state or local governmenl to: (a) any other governmenl agency, department, instrumentality, division, unit or olher office of your state or local govemment that is supervised by or is part of you, or which supervises you or of which you are a part, or which is under common supervision with you; (ii) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of your state and located within SelectPlus20l 2AgrGov(US)SLG(ENCXOct2012) Page 6 of 16
Oocument X2G04874
e

7. 8
Making copies of Products and re-imaging rights.
a. General. The Registered Affiliate may make as many copies of the Products as it needs to distribute them within its organization. Copies must be true and complete (including copyright and trademak notices), from master copies obtained from a Microsofl approved fulfillment source. The Registered Affiliate may use a third party to make these copies, but the Registered Affiliate agrees that it will be responsible for that third party's actions. The Registered Affiliate agrees to use reasonable efforts to make its employees, agents and any other individuals that it allows to use the Products aware that the Products are licensed from Microsofl and can only be lransfened sub.iect to the lerms of this agreemenl. b. Copies for training, evaluation, and back-up. The Registered Affiliate may (1) use up to 20 complimentary copies of any Product in a dedicated training facility on its premises, (2) use up to '10 complimentary copies of any Product for a 60-day evaluation period, and (3) use one complimentary copy of any licensed Product for back-up or archival purposes for each of its distinct geographic locations.
c. Right to "re-image." ln certain cases, re-imaging is permitted using the volume licensing program Product media. lf the Microsoft Product(s) is licensed (1) from an original equipment manufacturer (OEM), (2) as full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this agreement may be generally used to create images for use in place of copies provided through that separate source. This right is conditional upon the following:
(i) Separate Licenses must be owned from the source for each Product that is re-imaged. (ii) The Product, language, version and components of the copies made musl be identical to the Product, language, version and all components of the copies they replace and the number of copies or inslances of the re-imaged Product permitted remains lhe same. (iii) Except for copies of an operating system and copies of Products licensed under another Microsoft program, the Product type (e.9., upgrade or full License) must be identical to the Product type from the separale source.
(iv) Any Product-specific requirements for re-imaging identified in the Product List. (v) Re-images made under this subsection remain subject to the terms and use rights provided with the License from the separale source. This subseclion does not create or extend any warranty or support obligation.

City Council 18 – 119 1/20/2026
Term and termination.
a. Term. This agreement will remain in effect unless it is terminated by either party as described below.
b. Termination without cause. Either party may terminate this agreement without cause upon 60 days written notice. Such termination will merely terminate either party's and its Registered Afflliates' ability to place Orders under this agreement. Such termination will not affect any Orders not otherwise terminated, and any terms of this agreement applicable to any Orders not otherwise terminated will continue in effect with respect to that Order. c. Mid-term termination for non-appropriation of Funds. Enrolled Affiliate may terminate this agreemenl or an Enrollment without liability, penalty or further obligation to make payments if funds to make payments under the agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. d. Termination for breach. Either party to an Order may terminate it if the other party materially breaches its obligations under this agreement, including any obligation to pay amounts owed. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice and opportunity to cure. lf Microsoft gives such notice to a Registered Affiliate, Microsoft will give Customer a copy of that notice as well and Customer agrees to assisl in attempting lo resolve the problem. lf the problem also affects other Affiliate registrations and cannot be resolved between Cuslomer and Microsoft within a reasonable period of time, l\4icrosoft may also terminate this agreement and all other Affiliate registrations under it, unless the basis for termination of the registration is non-appropriation of funds to the registered affiliate, in which event Microsoft may only terminate the affected registration(s). lf a Registered Affiliate ceases to be an I
SelectPlus20l 2AgrGov(US)SLG(ENGXOct20l 2) Page 7 of 16 Document )(20-04874
your state's jurisdiction and geographic boundaries; and (iii) any other entity expressly authorized by the laws of your state lo purchase under state contracts, or (b) an unaffiliated third party in connection with a privatization of an affiliate of agency as set forth in (a) above or of an operaling division of the Enrolled Affiliate or one if its affiliates as set forth in (a) above, a reorganization, or a consolidation.

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

City Council 18 – 120 1/20/2026
Affiliate ot Customer, Customer must promptly notify Microsoft of this fact, and Microsoft may terminate the divested Registered Affiliate's registration. e. Affiliate termination. lf (1) a Registered Affiliate terminates its registration as a resull of a breach by Microsoft, or (2) if Microsoft terminates Registered Affiliate's registration because it has ceased to be an Afliliate of Customer, or (3) Registered Affiliate terminates a registration for non-appropriation of funds, or (4) Microsoft terminates a registration for non-payment due to non-appropriation of funds,, then the Registered Affiliate will have the following options with regard to any Orders it has under the agreement:
(i) For Licenses available on a perpetual basis, it may immediately pay the total remaining amount due, including all inslallments, in which case the Registered Afiiliate will have perpetual Licenses for all copies of the Products it has ordered, or (ii) lt may pay only amounts due as of the termination date, in which case the Registered Affiliate will have perpetual Licenses for:'
1) all copies of all Products for which payment has been made in full (including the lalest version of Products under Software Assurance coverage), and 2) the number of copies of Products it has ordered (including the latest version of Products under Software Assurance) for which payment has been made in installments that is proportional to the total of payments made versus total amounls due if the early termination had not occurred.

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

10. How to renew an Order.

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

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

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

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

SelectPlus20'l 2AgrGov(US)SLG(ENGXOct201 2) Page 8 of 16 Document )O0-04874
City Council 18 – 121 1/20/2026

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

12. Confidentiality.

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

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

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

SeleclPIus201 2AgrGov(US)SLG(ENG)(Oct2012) Page I of '16 Document Y'20-04874
City Council 18 – 122 1/20/2026
(ii) Security precautions. Subject to the other terms of this agreement, each party agrees:
1) to take reasonable steps to protect the other's Confidential lnformation - these steps must be at least as protective as those the party takes to protecl its own Confidential lnformation;
2) to notify the other promptly upon discovery of any unauthorized use or disclosure of Confidential lnformation; and
3) to cooperate with the other to help regain control of the Confidential lnformation and prevent further unauthorized use or disclosure of it.
(iii) Sharing Confidential lnformation with Affiliates and representatives. 1) A "Representative" is an employee, contractor, advisor, or consultant of one of the parties or of one of the parties' Affiliates.
2) Each party may disclose the other's confidential informalion to its Representatives (who may then disclose that Confidential lnformation to other of that party's Represenlatives) only if those Representatives have a need to know about it for purposes of the parties' business relalionship with each other. Before doing so, each party must:

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

13. Warranties.
a. Limited warranty. Microsoft warrants that:
(i) Online Services will perform in accordance with the applicable Service Level Agreement; (ii) Products other than Online Services will perform substantially as described in the applicable Microsoft user documentalion; and
b. Limited warranty term. The limited warranty for:
(i) Online Services is tor the duration of Customer's use of the Online Service, subject to the notice requirements in the applicable Service Level Agreement; SelectPlus20l2AgrGov(US)SLG(ENGXOcl201 2) Page 10 of 16 Document )(2G04874
City Council 18 – 123 1/20/2026
Defense of infringement, misappropriation, and third party claims. a. Microsoft's agreement to ptotect. Microsoft will defend Enrolled Affiliate against any claims made by an unaffiliated third party that any Product or Fix that is made available by Microsoft for a fee infringes that party's patent, copyright, or trademark or makes unlawful use of its Trade Secret. Microsofl will also pay the amount of any resulting adverse final judgment (or settlement to which Microsoft consents). This section provides Enrolled Affiliate's exclusive remedy for these claims.
b. Limitations on defense obligalion. Microsoft's obligations will not apply to the extent that the claim or award is based on:
(i) Customer Data, non-Microsoft software, modifications Enrolled Affiliate makes to, or any specifications or materials Enrolled Affiliate provides or makes available for, a Producl or Fix.;
(ii) Enrolled Affiliate's combination of the Product or Fix with a non-Microsoft product, data or business process; or damages based on the use of a non-N4icrosoft product, data or business process; ;
(iii) Enrolled Atfiliate's use of either Microsoft Trademarks or the use or redistribution of a Product or Fix in violation of this agreement or any agreement incorporating its terms or;

14. SeleclPlus20l2AgrGov(US)SLG(ENG)(Oct201 2) Page '11 of 16 Document )Q0-04874
(ii) Products olher than Online Services is one year from the date Customer first uses the Product: and
c. Limited warranty exclusions. This limited warranty is subject to the following limitations:
(i) any implied warranties, guaranlees or conditions not able to be disclaimed as a malter of law last for one year from the start of the limited warranty; (ii) the limited warranty does nol cover problems caused by accidenl, abuse or use in a manner inconsistent with this agreement or the Product Use Rights, or resulting from events beyond Microsoft's reasonable control;
(iii) the limited warranty does not apply to componenls of Products thal Customer is permitted to redistribute;
(iv) the limited warranly does not apply to free, trial, pre-release, or beta products; and (v) the limited warranty does not apply to problems caused by the failure to meet minimum system requirements.
d. Remedies for breach of limited warranty. lf Microsoft fails to meet any of the above limited warranties and Customer notifies Microsoft within the warranty term, then Microsoft will:
(i) for Online Services, provide the remedies identified in the Service Level Agreement for the affected Online Service:
(ii) for Products other than Online Services, at its option either (1 ) return the price paid or (2) repair or replace the Product; and
These are Customer's only remedies for breach of the limited warranty, unless other remedies are required to be provided under applicable law. e. DISCLAIMER OF OTHER WARRANTIES. OTHER THAN THIS LIMITED WARRANTY,

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

WARRANTIES, OR CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, OR NON.

INFRINGEMENT. THESE DISCLAIMERS WLL APPLY UNLESS APPLICABLE LAW DOES NOT PERMIT THEM.

City Council 18 – 124 1/20/2026
(iv) Enrolled Affiliate's use of a Product or Fix after Mlcrosoft identifies Enrolled Affiliate to discontinue that use due lo a third party claim.

To the extent permitted by applicable law, Enrolled Affiliate will be responsible lvlicrosofl for any costs or damages that result from any of the above actions.

Enrolled Affiliate's agreement to protect. To the extent permitted by applicable law, Enrolled Affiliate will defend Microsofl and its Affiliates against any claims made by an unaffiliated third party that:
(i) any Customer Dala or non-Microsoft software Microsofl hosts on Customer's behalf infringes the third party's patent, copyright, or trademark or makes unlaMul use of its Trade Secret;or
(ii) Arises from violation of the Acceptable use Policy, which is described in the Product Use Rights.

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

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

SelectPlus20l 2AgrGov(US)SLG(ENGXOcU0I 2) Page 12 ot 16 Document X20-04874
c
City Council 18 – 125 1/20/2026

16. Verifyingcompliance.
a, Right to verify compliance. Customer must keep records relating to the Products it and its Affiliates use or distribute. Microsoft has the right, lo the extent permitled by applicable law, to verify compliance with the license terms for the Products, at Microsoft's expense. b. Verification process and limitations. Microsoft will provide customer at least 30 days' notice of its intent to verify compliance. l\ilicrosoft will engage an independenl auditor, which will be subject to a confidentiality obligation. Verification will take place during normal business hours and in a manner that does not interfere unreasonably with Customer's operations. Customer must promptly provide the independent auditor with any information il reasonably requests in furtherance of the verification, including access to systems running the Products and evidence of licenses for Products Customer hosts, sublicenses, or distributes to third parties. As an alternative, Microsoft may require Customer to complete Microsoft's self-audit process relating to the Products Customer and any of its Afriliales use or distribute. Such information will be used solely for purposes of determining compliance. c. RemediGs for non-compliance. lf verification or self-audit reveals any unlicensed use, Customer must within 30 days order sufficient licenses to cover its use. lf there is no SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct201 2) Page 13 of 16 Document )O0-04874
$5,000. These limitations apply regardless of whether the liability is based on breach of contracl, tort (including negligence), strict liability, breach of warranties, or any other legal theory. However, these monetary limitations will not apply to:
(i) Microsoft's and Customer's obligations under the section titled "Defense of infringement, misappropriation, and third party claims';
(ii) liability for damages caused by either party's gross negligence or willful misconduct, or that of its employees or its agents, and awarded by a court of final adjudication (provided that, in jurisdictions that do not recognize a legal distinction between "gross negligence" and "negligence,' "gross negligence" as used in this subsection shall mean 'recklessness');
(iii) liabilities arising out of any breach by either party of its obligations under the section entitled 'Confidentiality", except that Microsofl's liability arising out of or in relation to Customer Data shall in all cases be limited lo the amount Customer paid for the Online Service giving rise to that liability during the prior 12 months; (iv) liability for personal injury or death caused by either party's negligence, or that of its employees or agents, or for fraudulent misrepresentation; and (v) violation by either party of the other party's intellectual property rights. b, EXCLUSION OF CERTAIN DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE

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

ITS AFFILIATES, OR GONTRACTORS, WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES, OR DAi/IAGES FOR LOST

PROFITS, REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS

INFORMATION ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED

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

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

CONFIDENTIALITY OBLIGATIONS (EXCEPT TO THE EXTENT THAT SUCH VIOLATION RELATES TO CUSTOMER DATA}, THE OTHER PARTY'S INTELLECTUAL PROPERTY

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

City Council 18 – 126 1/20/2026
unlicensed use, Microsofl will not undertake another verification of the same Customer for at least one year. By exercising lhe righls and procedures described above, Microsoft does not waive its righls to enforce this agreement or to protect its intellectual property by any other means permitted by law.

17. Non-Microsoft Software or Technology.
a. Registered Affiliate is solely responsible for any non-Microsofl software or technology that it inslalls or uses with the Products or Fixes. Microsoft is not a party to and is not bound by any terms governing Enrolls use of non-Microsoft software or technology. Without limiting the foregoing, non-Microsoft software or scripts linked to or referenced from any Product website, are licensed to Registered Affiliate under the open source licenses used by the third parties that own such code, not by Microsoft.
b. lf Registered Affiliate installs or uses any non-Microsoft software or technology with the Products or Fixes, it directs and controls the installation in and use of such software or technology in the Products or Fixes, through its actions (e.9., through Registered Affiliate's use of application programming interfaces and other technical means that are part of the Online Services). Microsofl will not run or make any copies of such non-Microsoft software or technology outside of its relationship with Registered Affiliate. c. lf Registered Affiliate installs or uses any non-Microsoft software or technology with the Products or Fix, it may not do so in any way that would subject Microsoft's intellectual property or technology to obligations beyond those included in the agreement.

18. Miscellaneous,
Notices to Microsoft. Notices, authorizations, and requests in connection with this agreemenl must be sent by regular or ovemight mail, express courier, or fax to the addresses and numbers listed in this agreement. Notices will be treated as delivered on the date shown a
on the return recei or on lhe courier or fax confirmation of delivery b. Assignment. Either party may assign this agreement to an Affiliate only. Assignment will nol relieve the assigning party of its obligations under the assigned agreement. lf either party assigns this agreement, it must notify the other party of the assignment in writing. c. Subcontractors. Microsoft may use contraclors to perform Services and support Online Services. N4icrosoft will be responsible for their performance subject to the terms of this a9reement.
d. Severability. lf a court holds any provision of this agreement to be illegal, invalid or unenforceable, lhe rest of the document will remain in effect and this agreement will be amended to give effect to the eliminated provision to the maximum extent possible. e. Waiver. A waiver of any breach of this agreement is not a waiver of any other breach. Any waiver must be in writing and signed by an authorized representative of the waiving party.

SeleclPlus20l2AgrGov(US)SLG(ENG)(Oct201 2) Page 14 of 16 Document )(20-04874
Microsoft Corporation
Legal and Corporate Affairs
Volume Licensing Group
One Microsoft Way
Redmond, WA 98052
USA
Via Facsimile:(425) 936-7329
Copies should be sent to:

City Council 18 – 127 1/20/2026
f. Applicable law; dispute resolution. The terms of this agreement will be governed by the laws of Registered Affrliate's stale, without giving effect to its conflict of laws. Disputes relating to this agreement will be subject to applicable dispute resolution laws of Registered Affiliate's state.
g. This agreement is not exclusive. Customer is free lo enter into agreements to license, use or promote non-Microsoft software.
h. Entire agreement. This agreement, the Product List, all registrations under this agreement, and the Product Use Rights constitute the entire agreement concerning the subject matter and supersede any prior or contemporaneous communicalions. ln the case of a conflict between any of these documents that is not resolved expressly in the documents, their terms will control in the following order: (1) lhese terms and conditions and the accompanying signature form; (2) the Product List; (3) the Product Use Rights; (4) all registrations under this agreement; and (5) all Orders submitted under this agreement. The terms of any purchase order or any general terms and conditions Customer maintains do not apply. i. Survival. Provisions regarding ownership and License rights, fees, Product use rights, restrictions on use, evidence of perpetual Licenses, transfer of Licenses, warranties, defense of infringement and misappropriation claims, limitations of liability, confidentiality, compliance verification, open source license restrictions, obligations on termination or expiration and the other provisions in this section entitled "Miscellaneous' will survive termination or expiration of this agreement and of any agreement in which they are incorporated. ,. No transfer of ownership. Microsoft does not lransfer any ownership rights in any licensed Product. Nlicrosoft reserves all rights not specifically granted. The Products are protected by copyright and other intellectual property rights laws and intemational treaties. k. Free Products. lt is Microsofl's inlent that the terms of this agreement and the Product Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Registered Affiliate is for the sole use and benefll of the Registered Affiliate, and is not provided for use by or personal benefit of any specific government employee. l. Amending the agreement. This agreement (except the Product List and the Product Use Rights) can be changed only by an amendment signed by both parties. m. Resellers and other third parties cannot bind Microsoft. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. n. Privacy and Security. Microsoft and Enrolled Affiliate will each comply with all applicable privacy and data protection laws and regulations (including applicable security breach notification law). However, Microsoft is not responsible for compliance with any laws applicable to Enrolled Affiliate or Enrolled Affiliate's industry that are not also generally applicable lo information technology services providers. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this agreement. Enrolled Affiliate may choose to provide personal information to Microsoft on behalf of third parties (including Enrolled Affiliate's contacts, resellers, distributors, administrators, and employees) as part of lhis agreement. Enrolled Afllliate will obtain all required consenls from third parties under applicable privacy and data protection law before providing personal information to Microsoft.

The personal information Enrolled Affiliate provides in connection with this agreement will be processed according lo the privacy statement available at https://www.microsoft.com/licensinq/servicecenter (see footer), except that Product-specific privacy statements are in the Producl use rights. Personal data collected through Products or Services may be transferred, stored and processed in the United States or any other country in which Microsofl or its service providers maintain facilities. By using the Products or Services, Customer consents to the foregoing. Microsoft abides by the EU Safe Harbor and lhe Swiss Safe Harbor frameworks as set forth by the U.S. Department of Commerce SelectPlus20l 2AgrGov(US)SLG(ENG)(Oc1201 2) Pase 15 of 16 Document )(2G04874
City Council 18 – 128 1/20/2026
SelectPlus20'1 2AgrGov(US)SLG(ENG)(OcU01 2) Page 16 of 16 Document )(20-04874
regarding the collection, use, and retention of data from the European Union, the European Economic Area, and Switzerland.

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

Customer will comply with all U.S. Export Administration Regulations and lntemational Traf{ic in Arms Regulation requirements as well as all end-user, end-use, and destination restrictions issued by the U.S. and other governmenls applicable to this agreement. For additional informalion, see http://www.microsofl .com/exDortinq.

City Council 18 – 129 1/20/2026
MSE#:
(MSLI
Tracking
Numbe0
Micrdsoft Licensing, GP Document Summary Form
* This is for intormational pufposes only "
3-0000003183189
Signature Form
Do not modify the fomafting or spacing of this Form above this text Subsidiarv:

Counfy:

LAR/LAD/ESA:

Dell Inc.

ProoramNersio
SLP SLG 2012
United Stat€s
tiltil ilililil
([,lSLl Scaonang Code)
ACCOUNT: County of Riverside
Outsourcer Name;
Business Agreement Number:

Master Agreement Number: 7756479
Agreement Numbe( 7 657738
Purchase Order Number:
7 1231201 3 2:02:23 Pl,ll 10/1212005
tI
I
I
I
i
I
Doc Tvpe:

I
Account Manaoer Name / Alias:

I
I
I
I
I
I
I
I
I
L
I
I
I
l
I
--a-l
,I
I
_l
Comments:

Last Saved by Qulnn Greenly
Rcvision 3.9
City Council 18 – 130 1/20/2026
!! ruicrosoft Volume Licensing
Program Signature Form
MBA/MBSA numbor Proposal lD
Agreefienl numb€a 1-t 5bqt r
Note: Enter lhe applicabh adive numb€,s associated wlth th€ docum€nts below, Microsolt Equires the a3sociat6d adiv€ nlmber be indicated hErE, or lbt€d below as De!v.

For the purposes of this form, 'Customef can mean the signing entity, Enrolled Affiliate, Govemment Partner, lnstitution, 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 Microsoff Affiliate signing, as ot the effective date identified below.

By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and undersEnd the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. ' indicates rcquired field BY' rhl
ProgralnSignFoIm(MSSign)(NA,LatAm)ExBRA,MLI(ENGXO.@01 2) Page 1 of 3 Select Plus Agreement )ao-Ma74
<Choose Agreement> Document Number or'Code
<Choose reement> Document Number oi Ccile
<Choose reement>
<Choose Aqreement>
Document NuiTber or Code
Document Number or Code
Select Plus Affliate Registration Form x20-u921
<Choose EnrollmenURegistralion> Document Numlier or Cdde <Choose EnroilmenURegistration> Document Number or Code <Choose En rollmenUReqistration> Document Nurhtbr or eode <Choose EnrollmenURegistration> Dbcument Number or Code Document Description Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
Dqc-umgol oescription Documenl Number dr Code
Document. DeScription Document Number or Code
Contract Document
Prlnted Title* Procurement Contract Specialist
Signatur€ Dato' 07 I 17 12013
I ontity name)' County of Riverside
Pdnted FlEt and Last lnes Mark
Slgnatu16'
Name of
Tax lD 95€000930 FOR C COUN
Customer
I
:------r i-:

Number or Code
City Council 18 – 131 1/20/2026
Microsoft Licensing, GP
Mlcrosofr Lhensing, cP
JUL 2 3 20t3
Anthony Oulaney
Printed Flrst and Last Name
Printed Tltle
Signaturc Oste
(da!o Mic.osotl Affiliate couoterslgns)
Signaturo
Effectlvo Dats icJosofr Llcen ,GP
(msy b6 difbrentthan Microsots signatu€ date) 1 hlvr
Microsoft Affiliate
Name of Enttty (must be lsgal entlty namer
signatufol
Prlntod Filtt and Last Namo"
Printed Tltle*
slgnaturo Dater ',,'''.

Customer
indicafos reqtlipd fiald
" indicates requked lield
lf customer requires physical media, additional contacts, or is reporling multiple previous Enrollments, include the appropriate form(s) with this signalure form After this signature form is signed by lhe customer, send it and.lhe contract Documents to custome/s l't'"r*i pr,i""1. oi Microson iccouni manager, who must submit them to the following address. When in" ii';iture torrn is tutty executed by Microioft, Customer will receive a confirmation copy Mlcrosoft Ltcensing, GP
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 8951 1-1 137
USA

Name ol Entlty (must bo logal entity name)'
Signature"
Pri{qd Fllst and Last Name*
irinted Tttl"'
signature Date"
Outsourcer
ProgramSignFom(MSS(rnXNA,LatAm)ExBRA,MLI(ENGX@201 2)
1-------
Optlonal 2d Customer slgnature or outsourcsr slgnaturc (lt applicablo) City Council 18 – 132 1/20/2026
Prepar€d By: Name of Preparer
Email of Preparer
ProgramsignForm(Mssign)(NA,t tAm)E aRA,MLl(ENOXOci2o12) ---rrE-l
II : t
=-
-=;
_

City Council 18 – 133 1/20/2026
Program Signature Form
\/olr ttr rr.r I it.etrr'it tr.1
Rlvco-8084445-MAMD2
ltiii, ,, , ., r ii
MBA/MBSAnumbsr
Alreemenl number
Nolq; Enter the appllcable 6cllv6 numb8r6 sssoclsled wilh lhe documonls below. Microsolt requir4 lhe sssocialed active numberbe indicaled here, or lbled below as new.

For the purposes of thls form, "Cuslomer" oan maan lhe olgnlng entlly, Enrolled Arlllate, Government Parlnqr, lnslitulion, or olher party entering lnto a volum€ licenslng program agreement.

Thls signalure form snd allconlracl documenls ldentlfied ln lhe lable below are anlered inlo belwaen ths Cuslomor and lhB Microsofl Aflillate signing, as of lhs effacllvs date ldentlfl€d beiow. ,,, By signing below, Customer and lh€ Mlcrosoft Afriliale agree lhat bolh parlies (1) have received, read f; and understand lhe above contract doqumenls, lncluding any webslles or documenls lncorporated by A refer€nce and any amendments and (2) dgree to be bound by the terms of all such documents. ^ lndicates requhed tield
8084445
J
IUo
z
:l
o
o
E
z
f,
fl
o
s
o
.$
{j
a0
t
lr
I
2 E z
L
<Choose Aqr€em€nt>
<Chooge Agreemenl>
<choo6s Aoreemenl>
<Choose Agreemenl>
<Choos6 Agreemenl>
<Choos€ EnrollmenUR€alstration>
<Choose EnrollmenUR€0islration>
<Choose EnrollmenURe0lslratlon>
<Choose EnrollmenuReqislratlon>
<Choosa EnrollmenUR€qislratlon>
Amendmenl to Cgntracl Docum€nls cTM-FWK-CTC-AGR (8084445) Contract Document
Name of Entil.y-16lst be lejal entlty
srsnature' ,/,(k/ffi
ertnrcO Ro
Prlnted Tltle 5 i.. |RocrrJreraerv'f Caufrc cf S(€C/AUsf sisnature Date' O/ /3O f Z, Za
name)' County of Rlverslde
Tax ID
ProgramSignForm{MSSlgnXNA,LaLA'n)ExBRA(ENGXOcl201 0) PaO6 Documenl X20-
1 ol2
12545
I
i
i
I
I
I
l
Nurnber or Code
I
I
l
I
i
I
i
Customer
I
City Council 18 – 134 1/20/2026
c Corporalion
Prlnted Tltlo
Slgnaturs Date
(dato MlcrGollAllillal6 counterclgm)
rst and Last Name
Slgnaturs
Prlnted Fl Mlcrogofl co
JAN 2.9 2020
Agreement Etfeclive Dats
(may b€ ditlerent lh8n Microsolts
d on behatf Au
oration Du
dale)
Name of Entlty (must bo logalenllty name)*
Slgnaturo"
Prlnted Flr6t and LaGt Nams"
Prlnt€d Tltlo
Slgnature Dato*
customer
Optlonal 2trd Customer slgnature orOutsourcer slgnature (lf appllcable) ' indicates required lleld
" h?dlcateis requlrcd IieM
It Cuslomer requires addltional cpnlacts or ls roportlng multlpls pfevlous Enrollmenls, inolude the approprlFte form(s) with this slgnature form.

Afler thls signature form is signod by lhe Cuslomer, send it and the Contracl Documsnts lo Customsr's channel parlner or Mlcrosoft accounl manager, who must 6ubmit lhem (o lhe followlng addross. When ths slgnalure form ls fully executed by Microsoft, Customer wlll recefue a conlirmalion copy.

Mlcrosoft Corporatlon
Dept. 551, Volume Licehsing
6100 NellRoad, Sulle 2'10
Reno, Nevada 8951 l-1137
USA
Name of Entlty (must be legal entlty name)'
Slgnatur€"
Prlnted First and Last Name"
Prlnted Tllle
Slgnature Date'
Outsourcer
ProgramSignForm(,!4SSignXNA, LatAm)ExBRA(ENG)(Oct2019) Pag6 2 ol2 Documenl X20-128{5
M!crosoft Affiliate
I
;
I
I
I
I
I
i
;
I
I
City Council 18 – 135 1/20/2026
l\ilirr r ' r,r:r ;,i i
Amendment to Contract Documents
8084445
Vcll r r t1r <.: l-i cer r :; itt 11
Rtvco-80B4445-MAMD2
Agr€omenl N!mber
Microsoft Services Amendment to the Enterprise Enrollment Federal, State and Local Government & Public Educational lnstitr.ttions Enrolled Affiliate ls ordering Professlonal Servlc€s descrlbed ln the attached Statement of Servlces (SOS) ln connoction Wilh th6 Producls licensed by Enrolled Atfiliate und€r lhe Enrollmenl. The parlles agree that ths Ehrollment ls amended to add the following terms that shall apply lo lhe services described ln the SOS.

Terms and Conditlons

1. Dellnl ons. All terms delined ln lhe Agr€emanl and thd Enrollmont shall apply to thls Amendhenl unless otherwlse stated, Addltional terms are dolined as follows:
"Customor" msans lhB legal entity that has enlered lnto lhe Agreemenl; "Customer Dala" m6ans all data, including all text, sound, sofware, lmqgs or vldeo fles that are provided lo Mlcrosofl by, or on behalfof, Cqstomer 6nd lls Afllliaies ln connecllon with Professlonal SeNices:
'day'means a calendar day, except reterences that speci business day'; "Flx" or'Flxer" meens Pioducl flxos, modificatlons, snhancemenls, or thelr derlvatives, lhat Microsoftgllher releases gonerally (such as Product servlce packs) or that Mlcrosoft provides t0 Customerwhen performlng Professlonal SeMces to address a specllic lssue (lncluding, bul nol limlted lo, workarounds, patches, bug tix-e3, beta fixes snd bela bullds);
"Mlcrosofl" means lhe Mlcrosoft Afliliale thal has entered lnto the Agreement and its Affiliales, as appropriate;
'Pre.Exlsling Work" means any compulercode ormaterlals developed or othelwlse obtalned lndependently oflhe efforts ofa party under a Slatemenl of S€rvlces:
"Professlonal Services" means all Producl support servlc€s and Mlcrosoft consultlng servlces or advic€ provided lo Cuslomer under this Amendment. "Prolesslonal Services' do6s nol lnclude Onllne Services;
'Servlce Dellverables" m6ans any computer code or materials, other lhan Producls or Fixes, lhat Microsoft leaves wllh Customer at lhe conclusion of Microsofl's performance ofthe Professlonal Servicesi 'Slalement ofservlces" means any worl( orders, seNlces doscriplions, or other d€scripllon of Prof€ssional Services that lncorporales this Amendmenl;
AmendmentApp v4.0 C'TI\,4 TWI(.CTC.AGR BD
Psgs 1 ot6
I
I
I
i
I
I
I
i
I
I
I
Thls amendment("Amendment") Is enlered into between lhe pa(ies idenlilled on lhe attached program slgnature form. ll amends the Enrollment or Agreemenl ldentllied above. Allterm6 used bulnot defined in this Amendmenl will have the same rneanlngs provided ln lhat Enlollmont or Agreemenl. i
l
I
I
I
I
City Council 18 – 136 1/20/2026
"Trade Secrot" means information that is not generally known or roadily agcerlainable to the public, has economio value ss a r6sult, and has been subject lo reasonablo steps under the clrcumstances to mainlain lls se$ecy;
"use" or "run" means to copy, lnstall, use, access, dlsplay, run or othorwlse lnteract wlth:
"Volumg Llcenslng Slts" means hth)i//www.nricroso{t.com/licerlqllllQgdlEpll9 or a successor slte ?, Seryrces, The precise scope of the Professlonal Services will bo specllled in a Slatem€nt of Servioes.

Customer or any of Cuslomer's Atfilialss may enler inlo Statemenls of Sgrvicos under lhls Amendment with Mlcrosofl's local Amllates. Mlcrosoft's ablllty lo deliver the ProteEslonal Services depBnds upon Customsr's fulland lim€ly cooperallon, as wellas theaccuracy and completeness of any lnformation Customer provides.

Thls Agre6ment does not obligate eith€r parly or its Affillatos lo enter into any Stalemenls of Sewices. 3, Use, owne$hlp, rlghls and rostlctlons,
a, Ptoducls- tlnle6s otheFrl6e speclfied in the Enrollm€nl, use of any Product ls governed by lhe Use Righls specltlc to each Product and vdrslon and by lhe l6ms oftho spplicabls llcense sgreement. b. Fries add so/vrc es Dollverables.

I Flxe8, Each FIx ls llcBnsed under lhe same lerms as lhe Product lo whlch lt applies. lflhe Fix ls not provlded for a specllic Product, any use lerms Mlcrosott provldes wilh ths Fix will apply. lf no use t6rms ar6 provlded, Cuslomer shall have a non-exclusive, perpelual, tully pald.up liQense lo use End reproduce lhe Flx solely for lts lnternal buslnoss purposes.

Cuslomer may nol modlly, change lhe lile namo or comblne any Flx wllh aiy .pn-Microsoft compuler code, excepl as expressly permltted in the Agleement.

Pre.Exlstlng Wofi. All dghts ln Pre-Exlsling Worl( will remain the sole properly of lhe pady providing lhe Pre-E{stlng Woft. Each party may us€, r€produc€ and modify the other parly's Pre-Exletlng Woft only as n€odod to perform obllgsllons relatod to Professlonal Services.
.
l. Sellcos Dellvercbles. Upon psyment ln lull, Microsoft granls Customer a non-axclusive, non-lransferable, perpelual license to reproduce, use and modify the Sgrvicos Dellverables solely for Custom€r's internal buslness purposes, sublecl to tho torms and condllions ln this Amendment.
lv. Afflliates' righls. Customer may only sublicense ils rights in SeNices Dellverabl$ and Sample Code granled hereunder to lls Affilialos, but Customer's Affiliates may nol subllcenso lhese righls. Cuslomer is responslble for ensuring its Afllliates' compliance with thls Amendmenl.

Non.Mictosoft software and teclnology, Customer is solely responsible for any non-Mlcrosoft soltware or technology that Customer installs or uses wlth the Products, Fixes or Ssrvices Deliverables, Customsr may not inslall or use non-Microsoft softwaro or lschnology ln any way that would subjsct Microsott's intelleclual properiy ort€chnology to obllgallons beyond those included in lhis Amendment.

BD
Pag6 2 ofo
d. Sample Code, Upon payment in tull, Mlcrosoft grants Customer a non-exclusiv€, perpelual, nonkansferable license to use and modlfy any Sof[^,/are code provided by Mlcrosoft for lhe purposes of lllustratlon ("Samplo cods") and to roproduce and distlibut€ lhe obJecl code form ol th€ sample Code for Cuslomer's internal business purposes only and not lo any unatfiliated thlrd party.

Resll/crlors or use, Customer musl not (and ls not licensed to) (1)reverse onginoer, de-complle ordisassemble any Product, Fix or Service Deliverable; (2) install or use non'Microsoft sottware or technology in eny way that would sublecl Mlcrosott's lntellectual prop€rty or lechnology to any olher license terms: or (3) worl( around any technlcal limitallons in a Producl, Fix or Servlces Deliv€rable or reslrictlons in Produc( documentation. Exc€pt as expressly permitted ln lhis Amendment or s Slatemenl of Services, Customer must not distribut€, sublicense, rcnt, lease or lend any Product, Flx or Service Deliverable, ln whole or ln part, or u6€ lhem to offer hosling servlces to a th,rd psrty.

AmendmentApp v4.0 CTM.FW(.CTC.AGR
e
l
I
i
i
I
I
:

I
I
I
i
City Council 18 – 137 1/20/2026
t, Reseruation ol Rigr,ls. Products, Fixes, and Service Dellverables are prolected by copyright and olher lntellectual property rlghts laws and lnternalional treatles. Mlcrosoft ressles all rlghls not sxpressly granted ln thls Agreemsnt. No rlghts wlll be granted or impli€d by waiv€r or estoppel. g, SupporTab ny ol Products. Suppori lor Producls ls availablo under lh€ terms of a liconsing agr€ement, a separale Stalem€nt of Services or under the lems set torth at ht(p://6(n]l)or[.nrlcrosofl.corn or a succesEor $lle.

4. confldentlatlty, Subject to lhe requirements ofCuslome/s public records and trad6 secrEl laws (il any); "Confldenllal lnformalion'ls non-publlc lnformallon that lE deslgnalBd "conlidenllal' or that a reBsonable person should understand ls confidenllal, and lhe term6 oflhls Amendment, lt lncludes, but ls not limitod lo, non-public intormatlon regarding either party's producls, features, markeling and promollons, and lhe negoliated terms ofany Statement of Servlces.
conlidenlial lnformallon does not lnclude lnformation that (a) beclmes publlcly avqllEble without I breach of thls Amendment, (b) lhe r€ceiving party recelved lawfully from anolher source wilhout a conlldentiaiity obllgatlon, (c) is lndependenlly d€veloped, or (d) is a cgmmenl or suggestlon vpluhteered about the other p6rty'6 buslness, produclG or serylcss.

Each parly wlll lake reasonable sleps to prot€c!thg olher's Conlidsnlial lnformallon and wlll use lhe olher parly's Conlidential lnformation only for purposos of lhe partlss' buslness relationship, Noither party wlll disclose that conlidential lnformatlon lo thlrd parties, oxcept to ltr employ€es, Amllates, conlrdctols, advl6or6, and consultants (collectively -Representalives") and thon only on a need-to-knowbasb, under non-disclosure obllgalions at least as proteotive as thls Agreemenl. Each party remains respon3lble (or lhe use of the Confidenlial lnformallon by ils Reprosenlatives and, ln the event of discovery of any unaulhoriz€d use or discloEur€, musl promptly noti0 the olher party.

A party may disclose the other party's Conlidenual lnlornalion if required by lau but only after lt notilies lhe other party (lf legally permlssible) to enable lho other party to seek a protectlve order.

Neilher party ls required to reslrlct work assignments of lF ,epl€s€nt8liv6a who have had access to Confldenllal lnformallon. Each party agreas lhat use o, lnformation ln repre6entatives' unalded memorles in lhe dovglopmonl or deployment of ths partlgs' r€sp€ctlve producls or o€rvlces does not creat€ liabllily under lhis Amendment or Trade Secrot law, and each party agrees to limit what itt iscloses lo the olhsr acaordingly.

These obJlgations apply for a period of five yeals afler thd conlidential lnformation ls recelved.

5. Compllance wlth dppllcable taws, prlvacy and Eecuity, a. Cuslomer consents to lhe procossing ol personal information by Miorosoti and its agenls to facilitate the subJect matt€r of thls Amendment. Customer wlll obtaln all r€qulr€d consents lrom lhkd parll6s (includlng Gustomer's contacts, r€ssllors, dislributors, adminlstralorF, and employees) under appllcable privacy and data proteclion law bsfore providlng personal in,ormallon to Microsoft. b. PerEonal lnformauon collected through Proles5lonal S€rvlces (l) may bB kansforred, stored and processed ln lh6 United States or any olher counlry in which Microsolt or ils contractors mainlain facilities and (ii) wili be subJecl to lho privary terms spocllied in lhe Uso Righls. Microsofl will ablde by lhe requkements of European Economlc Ar€a and swiss data prolection law regardlng the colleclion, use, lr€ns[er, retehtioh and procossing of personal data from the European Economic Area and swltzerland.
c U.s. Export. Microsott Products, Flx€s and s6rvico6 Doliverebles are sublecl lo U.S, expart jurlsdiclion, Customor must comply with all appllcable lnternational and national laws, including lhe U.s. Export Admlnislratlon Regulatlons, the lnternational Traflic ln Arms Regulalions, and end-user, end us8 and destinatlon reskictions by U.s. and olher governments relaled to Mlcrosoft Products, services. and technologles.

6. Warran{es.

AmendmenlApp v4.0 CTM.FW(.CTC,AGR BD

I
i
I
I
I
!
i
I
I
I
I
i
I
i
I
I
City Council 18 – 138 1/20/2026
a. Llmlled wal/€nllag and remeclles - Proresslo,a, Serv,ces, Microsoft warrants that lt will pe(orm Proresslonal Servlces with professional caro and sklll. ll Mlcrosofl fails lo do Bo, and Customer notlfies Microsoft wilhin g0 days oF the date lhe Professlonal SeMces were performed, then Microsott wlll, at lts dlscr€llon, ellher re-perform the Professlonal S€rvices or return th€ pdc6 pald for them. These r€medles are Customer's sole remedies for breach of wananllos ln lhls seotlorr Cuslomer waivos any broach ofwarranty claims not mEde during lhe wananty period. h, Excluslons, Th€ wananlies in this Geclion do nol cover problem8 causod by accid€nl, abuse or use ln a manner inconsislent with this Am€ndment, lncluding lailure lo meet minlmum system requirements. These warrantlos do not appty to free, kial, pre'release or beta Producls or to compononts of Products that Customer ls permitted to redistribule, DISCLAIMER. Excopt for tho llmllgd warralltlee aboyg, MlcroBofl provideE ng olhotwarrantlos or condltlon6 and dlsclalms any other expres8, lmplled or slatulory warrantlesr lncludlng warranlles of quallty, morchantablllly, tltnqo8 tor a partlcular purpose, tllle and non-intrlngsment. 7, Delenso of thlrd-pany claims,
B, Llmltatlons of llab lty.

Each pady's matimum, aggregate liabillly to Ihe olher ls limlted to direct damages linally awarded in an amount not to exceed fte amounls Customer was requked to pay for lh€ applicable Statemenl of SeNices, subjecl to lhe followlng.

To lheexlent not ptohibited by applicable law, the parti6s willdelend each olheragainst the third-parly claims descrlbod ln lhis Gectlon and wlll pay lhe amounl of any resulling sdvels€ llnal judgment or approv6-d seltl6menl, butonly iFthe defendlng party ls promptly notified ln wrltlng oflhecl4lm and has the rlghttocontrol the defense and any 66ttlement of it (subject to (subject to 28 u.S.C. S 516 ls Customer is I Federal Government agency). Th6 party belng dofended must provlde the defendiho party with all requested asslstanc€, lnfdrmatlon and authorlty. Th6 defEnding party will reimburse lhB other parly for roasonable outof-pocket expenses it lncurs ln provlding asslEtance, This section doscllbos the panies' 6ole remedies and enlire liability for such claims.
a. By MlcJosott, Mlcrosott wlll defond Cuslomer against any lhird-party claim lo lhe extsnt lt alleges that Eny Fix or Servlces Deliverabl€ mede evallablo by lricrosoll for a fee and uaed wilhln lhe 6cope ol Seclion 3 ol thls Amondment (unmodilied Irom lho form provld€d by Micro6ofl and not combined wilh anylhing olge) misapproprlates a trade secret or dlrectly lnfringes a pat€nt, copyrlghl, or trademark or olher proprletary llghl of a thlrd pany. ll Mlcrosoft ls unable to rosolve a clalm of lnfringement under commercially reasonable lorms, it may, at lts option, elther (1) modify or replace the Flx or Servlces Deliverable wllh a functlonal equlvalent: or (2) lerminale Customer's lic6ns6 and rotund any fee6 pald for such Flx(es) and Servlces Deliverable(s). Microsott will nol be liable tor any clalms or damage8 dde to Customeis continued use of a Producl, Flx or SeMces Deliverable atter belhg notilied to stop due to s third.party claim. b. By Customsr. To the exlenl permitted by applicablo law, Customer will defend Mlcrosoft against any thi.d-parly claim to the extonl it alleges that customefs use oF any Fix or Servlces Delivsrable alone or In comblnatlonwith anylhlng els8, violates the law or damages a lhlrd party.

Notwilhstanding lhe toregolng, Mlcrosoft's rlghts set lorth in lhis section (and the righls of the third pa(y clahlng htringement) shall be governed by the provlslons ol 28 U.S.C, S 1498, lf Cuslomer ls a Fedetal Governmenl agency,
c
a, Frse Protesslonal S€rvlces and Dlstributable code. For Professional Services provlddd frbe ol charge snd code that Customer is aulhorized to redisklbute to lhird partles withoul a separate paymenl to Microso(, Mlclosofl's llablllly is limited to direcl damages rinally awarded up to us$5000.
b. Excluslons. ln no event will elther party te liable for any lndirect, lncldental, special, punllivs, or consequentlal damagesi or for loss of use, loss oI buslnsss informalion, loss of revenue, or lnterruptlon of buslness, howevel cau6ed or on any theory of llability. c. Exceptlons, No limllation or exclusions wlll apply to liability arising out ol ellher party's (1) conlidBntiality obligalions (except for all llablllty related to Customer Data, whlch wlll remain subject AmendmenlApp v4.0 CTM.F|/VI(-GTC-AGR Bo
Paqo 4 of6
I
I
I
City Council 18 – 139 1/20/2026
to lhe limilalions and Bxclusions above); (2) defense obligations; or (3) violalion of lhe other parly's intell6clual properly righls.
0, fetm and tdrmlnallon, This Amendmenl will remain ln €ffect until terminated.

Either pady may lerminal€ lhis Amsndment al any lime without cause by glving the other party at least 60 calendar day6 prior wrltl6n nolic€. Terminating this Am€ndm€nt wlll not aFlect any exlstlng Slatements ol Services bul will l€rminat€ the abillty oflhe padles to enter into subsequenl Stalements of Services.

Cuslomel may l€rmlnal€ a Slatement of Ssrvic€s upon 30 days' notic€. EilhBr parly lq the Slaiem€nt of SsNices may l€rmlnale it if lhe other party ls ln material breach or detault ol any obligqtbn thst is not cured wlthln 30 calendar days' nollce ol such br€8ch. Mlcrdsofl may termlnale I Slalement of Servlces it Custpmer fails to pay any invoice lhat ls more lhan 60 days outstandlng. Cuslomer agr€ss to pay all l€es lor Professional S€rvices performed and expenses incurrsd prior to lermlnalion and Eny addilional amounts lhal msy be sp€cllied in a Sletomenl of Servicos. LJpon Mlcrosolt's receipt of paymenl for lha Prolesslonal Sqrvlces, Custome/s lnleresls In the SeMces Oellverables will vesl. 10, Mlscqllanoous.
a. Nollces. Nqtices must be sent lo lhe addresr on lhe slgnature page of thls Amendm€nt or on sn appllcable Stgtement qf Services. All noliaes, aulhorizallons, and requests given or mada ln conneclion wlth lhls Am€ndment musl be ln lyrillng and will bs lrcal€d as deliver€d on lhe date shown on lhe return roceipt or on lhe coudel or fax conlirmallon of dellvery. Mlcrosoft may provlde lnformation to Customer aboul upcornlng orderlog d€adlinee, servlces and subscriptlon lntormalion ln eleclronic form, including by emailto contacls provided by the Customer, Emails wlll be tr€?tod 6s delivered on lhe lransmlsslon dateh, Appllcable law; dlspule resolullon, This Amendment togethsr wilh lhe applicable Statemenl of Servlces wlll b€ govdrned by lh€ laws set forth In the Agreemenl.

Sevarcb lty, lf any provlsion ol lhls Amendment ls held to bs unenforcoable, lhe balanc8 of lh6 Amendment wlll remain ln full lorce snd effecl.
c
e. Sullval. All provislons surviv6 t€rminatlon or sxplratlon of lhis Am€ndfliont, exc€pt those rsqulrlng perlormance only duieg lhe term of a Slatement of Servlces. f. Mlcrosoft as lndspandent contractor. The parllos ar€ independsnt conkactors. Customer and Mlcrosoft each may dev€lop products lndependently wllhout uslng the olhe/s Con,idenllal lnformetlon.
g, Use of contraclors. Microsolt may u8e conlractors lo porform Professlonal Servicos but will b€ responslble forthoh performance Eubject to lhe terms of thls Amendment. h. lnstrance whlls peiomlng Prcfesslonal Serulcos on Cuslomot's premrses. l\,Ilcrosoft will maintaln lnduslry-appropdate lnsurance coverag€ at all times when performlng Professional Servicas on Cu6tomer'6 premises underlhis Amendment via commercial lnsuranc€, selllnsuranc€, or any oth€r slmllar tisk linanclno allornative. Microsoft wlll provldo Customer with Gvldenc€ of covBrage on request.
i, Anendnents, Any modilication to lhis Amendment must be execuled by both parlies, except lhat Microsofl may change the Product Terms and Us€ Rights ln accordance wlth the t6rms of the Agreemenl. Any additlonal or conflicling terms and condillons contained ln Cuslomer's purchase order are oxpressly r€jected and will not apply.
l. No transfer ol owrorsrrrp. Mlcrosolt does not lransler ownershlp rlghts ln any Producl. Th6 Products are proteoted by copyright and other intellectual property rights, laws and inlemational lreaiies.
d, Walvet, Failure lo entorce any provislon of lhls Amsndmenl wlll not conslltute a walver. Any waiver must be made in writing and slgned b,y an authorized reprssentatlve ol the weiving party, Amendm6nlApp v4.0 CTM.FW(-CTC.A6R BD
Pas6 6 ol6
l
!
City Council 18 – 140 1/20/2026
k. Prctesslonal Sowlcss paymentterms, Customer agr€9s to pay alllses ln a Slatom€nt ofS€rvlc€s wilhln 30 days ofthe dal6 of Mlcrosoft's invoic€ unl€ss th€ Slatement of Sorvlcss provld€s otherwlse.

Mlcrosoft may assess a linance charge of the lesser of l8o/o per annum, accru€d, calculated and payable monthly or the hlghest amount allowed by law on all past due amounls dua lo Mlcrosoft.

Microsott wlll have no obli0allon to conllnuo to provide Prolessional Services lf Custom€r falls lo make lim€ly payment.
l. Taxea. lf any amounts are Io b6 paid to Mlcrosofl, lh6 amounts ow6d are exclusive ol a[y taxos. Customer shall pay all value added, goods and serylcas, sales, gro8s rec€iptE or other Itansaction taxes, fees, charges or surcharges or other slmllar lax€8, chares or l€os orany regulalory co8l rocovery and othor surcharges lhal are owed under thls Amendment and whlch Mlcrosoft ls pemitted to collect from Customer. Customer shall also be rcsponsible for an appllcable stamp tax6s and for atl olher taxes that ll ls legally obllgated lo pay, lncludlng any taxes lhat arls€ on the dlstrlbutlon of provlslon of Professional Serylc€s by Customer to ll8 Affiliates. Mlcrosoft shall be respoDslble for paymenl of alltaxes based upon lls nol lncom6, gross rec€lpts taxos impo6ed ln ll€u of laxes on lncome or prolits, or taxes on Microson's propody own€6hip. lfany laxss are r€qulred to be wllhheld on paymenls made lo Mlcrosoft, Customer maydGduct such laxss from lh6 ameunt ow8d and pay them to lhe appropriate laxlng authorllf provlded however, lhat Customer sh6ll promplly secure and delivsr an oriicisl recoipt lor tho36 withholdings and olher documenls reasonably rBqu€stsd by Mlcrosofl to clalm s foi€lgn tax credll or refund. Customqr wlll ensure lhat any taxes withheld ar6 minimiz€d to lhe exlent posslble uMer applicable law. /r, No thlrd-party beneflclarle6, This Amendment does not create and thlrd-party beneficlary rlghls Except tor changes mad6 by lhis Amendmenl, lhe Enrollm€nt or Agreemenl idenlilied above remalnB unchanged and ln fullforce and effecl. lflhere is any conflicl belwson any provislon in this Amehdmenl and any provlslon ln lhe Enrollmenl or Agreemenl identified above, thls Amendment shall conlrol.

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

Mlcrasofl lnternal Use Onl
_Consulting Services Amendment for EA
Attach.docx

CTM CTM-FWK-CTC-AGR BD
Amendm€nl,App v4.0 CTM,FW(.CTC AGR BD
Pago 6 ol6
City Council 18 – 141 1/20/2026
Planning and Building Agency
www.santa-ana.org/pb
Item # 19
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
January 20, 2026
TOPIC: Approval of Historic Property Preservation Agreement

AGENDA TITLE
Historic Property Preservation Agreement for the Property Located at 1218 N. French Street

RECOMMENDED ACTION
Authorize the City Manager or designee to execute the attached Mills Act agreement with the below-referenced property owner for the identified structure (Agreement No. A-2026- XXX) [Includes determination that the proposed project is exempt from further review in accordance with the California Environmental Quality Act as Categorical Exemption/Environmental Review No. 2025-95 will be filed for the project].

Table 1: Mills Act Agreement Approved by the Historic Resources Commission (HRC) Property Owner
Historic Property
Preservation
Agreement No.

Address/House Vote by HRC
Anna Lozano 2025-11 1218 N. French Street
6:0:0:2 (Commissioners
Almendral and Rincon
absent)
GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
On November 6, 2025, the Historic Resources Commission (HRC) recommended that the City Council authorize the City Manager to execute the Mills Act agreement listed in Table 1, above, with the identified property owner for a historic structure in the City, subject to non-substantive changes approved by the City Manager and City Attorney. This action allows for the approval of a Historic Property Preservation Agreement (HPPA/Mills Act Contract) which provides a property tax reduction whereby property owners agree to reinvest the tax savings towards the maintenance of the historic property. Additionally, the agreement prevents inappropriate alterations to the protected historic structure.

City Council 19 – 1 1/20/2026
Approval of Historic Property Preservation Agreement
January 20, 2026

ENVIRONMENTAL IMPACT
In accordance with the California Environmental Quality Act, the proposed project is exempt from further review. Categorical Exemption, Environmental Review No. 2025-95, will be filed for this project.

FISCAL IMPACT
The Historic Property Preservation Agreement will reduce the Property Tax revenue account 01102002-50011 to the City by an estimated $1,149.23 annually, as noted below, for a period of not less than ten years.

HPPA No. Address Estimate Exhibit No.
2025-11 1218 N. French Street $1,149.23 1-2
Total: $1,149.23

EXHIBITS

1. Mills Act Agreement – 1218 N. French Street

2. HRC Staff Report – 1218 N. French Street
Submitted By: Ali Pezeshkpour, AICP, Executive Director, Planning and Building Agency
Approved By: Alvaro Nuñez, City Manager
City Council 19 – 2 1/20/2026

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Santa Ana
20 Civic Center Plaza (M-30)
Santa Ana, CA 92702
Attn: City Clerk’s Office
FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383
_________________________________________________________________________

HISTORIC PROPERTY PRESERVATION AGREEMENT
This Historic Property Preservation Agreement (“Agreement”) is made and entered into by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the of the State of California (hereinafter referred to as “City”), and Anna Lozano, an Unmarried Woman (hereinafter collectively referred to as “Owner”), owner of real property located at 1218 N. French Street, Santa Ana, California, in the County of Orange and listed on the Santa Ana Register of Historical Properties.

RECITALS
A. The City Council of the City of Santa Ana is authorized by California Government Code Section 50280 et seq. (known as the “Mills Act”) to enter into contracts with owners of qualified historical properties to provide for appropriate use, maintenance, rehabilitation and restoration such that these historic properties retain their historic character and integrity.

B. The Owner possesses fee title in and to that certain qualified real property together with associated structures and improvements thereon, located at 1218 N. French Street, Santa Ana, CA, 92701 and more particularly described in Exhibit “A,” attached hereto and incorporated herein by reference, and hereinafter referred to as the “Historic Property.”
C. The Historic Property is officially designated on the Santa Ana Register of Historical Properties pursuant to the requirements of Chapter 30 of the Santa Ana Municipal Code.

D. City and Owner, for their mutual benefit, now desire to enter into this Agreement which defines and limits the use and alteration of this Historic Property in order to enhance and maintain its value as a cultural and historical resource for Owner and for the community; to prevent inappropriate alterations to the Historic Property and to ensure that repairs, additions, new building, and other changes are appropriate; and to ensure that rehabilitation and maintenance are carried out in an exemplary manner.

E. Owner and City intend to carry out the purposes of California Government Code, Chapter 1, Part 5 of Division 1 of Title 5, Article 12, Section 50280 et seq., which will enable the Historic Property to qualify for an assessment of valuation as a City Council 19 – 3 1/20/2026

MILLS ACT AGREEMENT
1218 N. French Street
Santa Ana, CA 92701
- 2 -
restricted historical property pursuant to Article 1.9, Sec. 439 et seq., Chapter 3 Part 2 of Division 1 of the California Tax and Revenue Code.

NOW, THEREFORE, the City of Santa Ana and the Owner of the Historic Property agree as follows:

1. Effective Date and Terms of Agreement.

This Agreement shall be effective and commence on January 21, 2026, and shall remain in effect for a term of ten (10) years thereafter. Each year, upon the anniversary of the effective date of this Agreement, such initial term will automatically be extended as provided in California Government Code Sections 50280 through 50290 and in Section 2, below.

2. Renewal.
a. Each year on the anniversary of the effective date of this Agreement, a year shall automatically be added to the initial ten (10) year term of this Agreement unless written notice of nonrenewal is served as provided herein.
b. If the Owner or the City desire(s) in any year not to renew the Agreement, the Owner or City shall serve written notice of nonrenewal of the Agreement on the other party.

Unless such notice is served by the Owner to the City at least ninety (90) days prior to the annual renewal date, or served by the City to the Owner at least sixty (60) days prior to the annual renewal date, one (1) year shall automatically be added to the term of the Agreement as provided herein. c. Within 30 days from receipt of City’s notice of nonrenewal, the Owner may file a written protest of City’s decision of nonrenewal. The City may, at any time prior to the annual renewal date of the Agreement, withdraw its notice to the Owner of nonrenewal. d. If either the Owner or the City serves notice to the other of nonrenewal in any year, the Agreement shall remain in effect for the balance of the term then remaining, either from its original execution or from the last renewal of the Agreement, whichever may apply.

3. Standards and Conditions for Historic Property.

During the term of this Agreement, the Historic Property shall be subject to the following conditions, requirements and restrictions:
a. Owner shall maintain the Historic Property in a good state of repair and shall preserve, maintain, and, where necessary, restore or rehabilitate the property and its characterdefining features described in the “Historical Property Description” attached hereto, marked as Exhibit B, notably the general architectural form, style, materials, design, scale, proportions, organization of windows, doors, and other openings, textures, details, mass, roof line, porch and other aspects of the appearance of the exterior to the satisfaction of the City. b. All changes to the Historic Property shall comply with applicable City plans and regulations, and conform to the rules and regulations of the Office of Historic Preservation of the State Department of Parks and Recreation, namely the U.S. Secretary of the Interior’s Standards City Council 19 – 4 1/20/2026

MILLS ACT AGREEMENT
1218 N. French Street
Santa Ana, CA 92701
- 3 -
and Guidelines for Historic Preservation Projects. These guidelines are attached hereto, marked as Exhibit C, and incorporated herein by this reference. Owner shall continually maintain the Historic Property in the same or better condition.
c. A view corridor enabling the general public to see the Historic Property from the public right-of-way shall be maintained, and Owner shall not be permitted to block the view corridor to the property with any new structure, such as walls, fences or shrubbery, so as to prevent the viewing of the historic landmark by the public.
d. The following are prohibited: demolition of the Historic Property or destruction of character-defining features of the building or site; removal of trees and other major vegetation unless removal is approved by a rehabilitation plan approved by the Historic Resources Commission; paving of yard surface; exterior alterations or additions unless approved by the Historic Resources Commission and such alterations are in keeping with the Secretary of Interior’s Standards; deteriorating, dilapidated or unrepaired structures such as fences, roofs, doors, walls, and windows; storage of junk, trash, debris, discarded or unused objects such as cars, appliances, or furniture; and other unsightly by decoration, structure or vegetation which is unsightly by reason of its height, condition, or inappropriate location.
e. Owner shall allow reasonable periodic inspection by prior appointment, as needed or at least every five (5) years after the initial inspection, of the interior and exterior of the Historic Property by representatives of the City of Santa Ana, the County Assessor, the State Department of Parks and Recreation, and the State Board of Equalization, to determine the Owner’s compliance with the terms and provisions of this Agreement. f. Owner shall implement the rehabilitation and restoration work items as discussed in detail in Exhibit D, “Proposed Structure and Site Improvements” and the City Council Historic Property Preservation Agreement (HPPA No. 2025-11) staff report dated January 20, 2026. All work items shall be completed within the first ten years of the Mills Act Agreement, with specific items completed within the first five years, including repairing cracks and other damage in front porch; repairing crack in retaining wall at property line; restoring retaining wall at location where the PVC pipe drain was installed; assessing roof, exposed rafters, bargeboards, and rain gutters and repainting, repairing, or replacing in-kind, as necessary; assessing condition of paint and exterior wall cladding and repainting, repairing, or replacing in-kind, as necessary; assessing windows and repainting, repairing, or replacing in-kind, as necessary; and assessing condition of driveway and concrete paths and driveway and repairing in-kind, as necessary. Proof of completion, as requested by the City of Santa Ana, will be required in order to satisfy and maintain the Mills Act Agreement. Staff approval is required before items are amended or removed/replaced from the improvements list.

4. Furnishing of Information.

The Owner hereby agrees to furnish the City with any and all information requested which may be necessary or advisable to determine compliance with the terms and provisions of this Agreement.

5. Cancellation.

City Council 19 – 5 1/20/2026

MILLS ACT AGREEMENT
1218 N. French Street
Santa Ana, CA 92701
- 4 -
a. The City, following a duly noticed public hearing by the City Council as set forth in Government Code Section 50280, et. seq., may cancel this Agreement if it determines that the Owner have breached any of the conditions of this Agreement, or has allowed the property to deteriorate to the point that it no longer meets the standards for a qualified Historic Property, or if the City determines that the Owner have failed to restore or rehabilitate the property in the manner specified in Section 3 of this Agreement. If a contract is cancelled for these reasons, the Owner shall pay a cancellation fee to the County Auditor as set forth in Government Code Section 50286.

This cancellation fee shall be a percentage (currently set at twelve and one-half (12 ½) percent by Government Code Section 50286) of the current fair market value of the property at the time of the cancellation, as determined by the county assessor, without regard to any restriction imposed pursuant to this Agreement.
b. If the Historic Property is destroyed by earthquake, fire, flood or other natural disaster such that in the opinion of the City Building Official more than sixty (60) percent of the original fabric of the structure must be replaced, this Agreement shall be canceled immediately because, in effect, the historic value of the structure will have been destroyed. No fee shall be imposed in the case of destruction by acts of God or natural disaster. c. If the Historic Property is acquired by eminent domain and the City Council determines that the acquisition frustrates the purpose of this Agreement, this Agreement shall be cancelled and no fee imposed, as specified in Government Code Section 50288.

6. Enforcement of Agreement.
a. In lieu of and/or in addition to any provisions to cancel the Agreement as referenced herein, City may specifically enforce, or enjoin the breach of, the terms of the Agreement. In the event of a default, under the provisions to cancel the Agreement by Owner, the City shall give written notice to Owner by registered or certified mail, and if such a violation is not corrected to the reasonable satisfaction of the City Manager or designee within thirty (30) days thereafter, or if not corrected within such a reasonable time as may be required to cure the breach or default, or default cannot be cured within thirty (30) days (provided that acts to cure the breach or default may be commenced within thirty (30) days and shall thereafter be diligently pursued to completion by Owner), then City may, without further notice, declare a default under the terms of this Agreement and may bring any action necessary to specifically enforce the obligations of Owner growing out of the terms of this Agreement, apply to any court, state or federal, for injunctive relief against any violation by Owner or apply for such relief as may be appropriate. b. City does not waive any claim of default by the Owner if City does not enforce or cancel this Agreement. All other remedies at law or in equity which are not otherwise provided for in this Agreement or in City’s regulations governing historic properties are available to City to pursue in the event that there is a breach of this Agreement. No waiver by City of any breach or default under this Agreement shall be deemed to be a waiver of any other subsequent breach thereof or default hereunder.

7. Binding effect of Agreement.

City Council 19 – 6 1/20/2026

MILLS ACT AGREEMENT
1218 N. French Street
Santa Ana, CA 92701
- 5 -
a. Owner hereby subjects the Historic Property, located at 1218 N. French Street, Santa Ana, California, Assessor Parcel Number, 398-027-25, and more particularly described in Exhibit A, in the City of Santa Ana, to the covenants, conditions, and restrictions as set forth in this Agreement.
b. City and Owner hereby declare their specific intent that the covenants, conditions and restrictions as set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon Owner’s successors and assigns in title or interest to the Historic Property.

Every contract, deed, or other instrument hereinafter executed, covering or conveying the Historic Property or any portion thereof, shall conclusively be held to have been executed, delivered, and accepted subject to the tenants, restrictions, and reservations expressed in this Agreement regardless of whether such covenants, conditions and restrictions are set forth in such contract, deed, or other instrument.
c. This property is listed in the Santa Ana Register of Historical Properties (Register) and is located in the French Park National Register Historic District. In any real property transaction, the owner of this property or the owner’s representative shall provide the buyer of this property with notice that the property is listed on the City’s historic Register and is located in the French Park National Register Historic District.

8. No Compensation.

Owner shall not receive any payment from City in consideration of the obligation imposed under this Agreement, it being recognized that the consideration for the execution of this Agreement is the substantial public benefit to be derived therefrom and the advantage that will accrue to Owner as a result of the effect upon the assessed value of the Property on the account of the restrictions on the use and preservation of the Property.

9. Notice.

Any notice required by the terms of this Agreement shall be sent to the address of the respective parties as specified below or at other addresses that may be later specified by the parties hereto.

City: City of Santa Ana
20 Civic Center Plaza (M-30)
Santa Ana, CA 92702
Attn: City Clerk’s Office
Owner: Anna Lozano
1218 N. French Street
Santa Ana, CA 92701
City Council 19 – 7 1/20/2026

MILLS ACT AGREEMENT
1218 N. French Street
Santa Ana, CA 92701
- 6 -

10. General Provisions.
a. None of the terms, provisions, or conditions of this Agreement shall be deemed to create a partnership between the parties hereto and any of their heirs, successors, or assigns, nor shall such terms, provisions or conditions cause them to be considered joint ventures or members of any joint enterprise.
b. The Owner agrees to and shall indemnify and hold the City and its elected and appointed officials, officers, agents, and employees harmless from liability for damage or claims for damage for personal injuries, including death, and claims for property damage which may arise from the direct or indirect use or operations of the Owner or those of his or her contractor, subcontractor, agent, employee, or other person acting on his or her behalf which relates to the use, operation, and maintenance of the Historic Property. The Owner hereby agrees to and shall defend the City and its elected and appointed officials, officers, agents, and employees with respect to any and all actions for damages caused by, or alleged to have been caused by, reason of the Owner's activities in connection with the Historic Property. c. This hold harmless provision applies to all damages and claims for damages suffered, or alleged to have been suffered, and costs of defense incurred, by reason of the operations referred to in this Agreement regardless of whether or not City prepared, supplied, or approved the plans, specifications or other documents for the Historic Property. d. All of the agreements, rights, covenants, conditions, and restrictions contained in this Agreement shall be binding upon and shall inure to the benefit of the parties herein, their heirs, successors, legal representatives, assigns, and all persons acquiring any part or portion of the Historic Property, whether by operation of law on in any manner whatsoever. e. In the event legal proceedings are brought by any party or parties to enforce or restrain a violation of any of the covenants, reservations, or restrictions contained herein, or to determine the rights and duties of any party hereunder, the prevailing party in such proceeding may recover all reasonable attorney’s fees to be fixed by the court, in addition to court costs and other relief ordered by the court.
f. In the event that any of the provisions of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, or by subsequent preemptive legislation, the validity and enforceability of the remaining provisions, or portions thereof, shall not be effected thereby.
g. This Agreement shall be construed and governed in accordance with the laws of the State of California, with venue in Orange County.

11. Recordation.

No later than twenty (20) days after the parties execute and enter into this Agreement, the City shall cause this Agreement to be recorded in the office of the County Recorder of the County of Orange.

City Council 19 – 8 1/20/2026

MILLS ACT AGREEMENT
1218 N. French Street
Santa Ana, CA 92701
- 7 -

12. Amendments.

This Agreement may be amended, in whole or in part, only by a written recorded instrument executed by the parties hereto.

13. Effective Date
This Agreement shall be effective on the day and year first written above in Section 1. {Signature page follows}
City Council 19 – 9 1/20/2026

MILLS ACT AGREEMENT
1218 N. French Street
Santa Ana, CA 92701
- 8 -
ATTEST: CITY OF SANTA ANA
________________________ _________________________
JENNIFER L. HALL ALVARO NUÑEZ
City Clerk City Manager
OWNERS
Date: ______________________ _________________________

ANNA LOZANO
APPROVED AS TO FORM: RECOMMENDED FOR APPROVAL:

SONIA CARVALHO
City Attorney
By: _____________________ _____________________

BRANDON SALVATIERRA ALI PEZESHKPOUR
Deputy City Attorney Executive Director
Planning and Building Agency
City Council 19 – 10 1/20/2026

MILLS ACT AGREEMENT
1218 N. French Street
Santa Ana, CA 92701
- 9 -

EXHIBIT A

LEGAL DESCRIPTION

THE LAND REFFERED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA ANA, COUTNY OF ORANGE, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

LOT 2 OF HARVEY’S SUBDIVISION, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, STATE OF CALIFORNIA, AS SHOWN IN BOOK 3, PAGE 15 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER, COUNTY OF ORANGE.

Assessor’s Parcel Number: 398-027-25
City Council 19 – 11 1/20/2026

LL\HRC\category hickox
10-05-00
+
NAME Hickox House REF. NO. 163
ADDRESS 1218 North French Street
CITY Santa Ana ZIP 92701 ORANGE COUNTY
YEAR BUILT 1909 LOCAL REGISTER CATEGORY: Key
HISTORIC DISTRICT French Park NEIGHBORHOOD French Park
NATIONAL REGISTER CRITERIA FOR EVALUATION A, C NATIONAL REGISTER STATUS CODE 1D Location: Not for Publication Unrestricted
USGS 7.5” Quad Date: T R ¼ of ¼ of Sec : B.M.

Prehistoric Historic Both
ARCHITECTURAL STYLE: Bungalow/Craftsman
DESCRIPTION/BACKGROUND RELATED TO PERIOD ARCHITECTURE:

The architectural style terminology is adapted from the National Register Bulletin 16A.

The Bungalow/Craftsman architectural style is an early 20th century American movement, inspired by the Arts and Crafts movement and developed by Charles and Henry Greene of Pasadena, California. The height of the movement is between 1900 and the mid 1920’s. The style is characterized by the use of natural wood for exposed massive beams and rafters and exterior siding. Some of the most prominent features are: low pitched gabled roof with wide overhangs and projecting brackets; the emphasis on horizontal shapes informally arranged; the use of shingles as exterior finish; broad, gabled entry porches; no applied ornament; creek rock foundations and porch column bases. Many houses include Japanese or Swiss influences in their exterior detailing.

Exhibit B
City Council 19 – 12 1/20/2026

LL\HRC\category hickox
10-05-00
CONSTRUCTION HISTORY: (Construction data, alterations, and date of alterations)

Year Built: 1909
Private Garage March 1, 1928
Reroof August 29, 1934
RELATED FEATURES: (Other important features such as barns, sheds, fences, prominent or unusual trees, or landscape) 1928 Garage in rear
DESCRIPTION: (Describe resource and its major elements. Include design, materials, condition, alterations, size, settings, and boundaries.)
The Hickox House is an “L”-shaped volume, with a cross-gabled roof. A prominent gable fronts the side facing bellcast gabled roof.

Carved bargeboards, exposed rafter tails, triangular knee braces, decorative knobs, and criss-cross lath vent work accent the roof line.

Wood shingles cover the exterior upper three-fourths of the body, while wide clapboard siding is used on the lower one-fourth, separated by a beltcourse. Ribbons of casement windows, accented with three lights in the top third, are used throughout the second story, while similar windows with two rows of muntins are featured on the first floor. A single column with sloping sides and clad in wood shingles supports the recessed front porch. A massive beam, with a slight segmental arch bottom, spans the entire front of the porch; a second smaller beam of the same configuration spans from the post to the front of the house. A cutout rail, anchored next to the steps by a tapered pier borders the north and west sides of the porch. The only alteration appears to be the metal screen door. The defining features that makes this building a Bungalow/Craftsman include the use of shingles as an exterior finish; a broad entry front porch supported by tapered posts; the window and surround detailing; and low pitched roof with wide eaves and exposed rafter ends that are richly detailed.

HISTORIC HIGHLIGHTS:

Lou and Ruby Hickox built this house in 1909. Lou was a well-known photographer in Santa Ana with a studio at 112 ½ W. Fourth St. (After Lou died in 1915, Mary Smart took over the business). His wife Ruby and their daughter, Ruth, continued to live in the house until 1920, when Julius and Annie Smith bought the house. The Smith’s owned the Unique Cloak and Suit House at 203 W.

Fourth Street. Records indicate that by 1925, Oliver and Edna Carr had moved here to stay for a few years. Oliver owned a detective agency at 407 ½ N. Main St.

RESOURCE ATTRIBUTES: (List attributes and codes from Appendix 4 of Instructions for Recording Historical Resources, Office of Historic Preservation.)
HP2 single family property
City Council 19 – 13 1/20/2026

LL\HRC\category hickox
10-05-00
RESOURCES PRESENT:

Building Structure Object Site District Element of District Other MOVED? No Yes Unknown Date: Original Location:

STATEMENT OF SIGNIFICANCE: (Discuss importance in terms of historical or architectural context as defined by theme, period, geographic scope, and integrity.)
This example of residential architecture during the City of Santa Ana’s formation years is located in French Park Historic District.

This two story single family residence was built during the height of the development years of French Park; a residential district nicknamed as the “Nob Hill” of Orange County. French Park, one of the first residential developments in the City, was home to many prominent businessmen, doctors, bankers, attorneys and civil servants from 1880 to the early 1940’s. This house is in an excellent, unaltered condition, and on its original site. The Hickox House is listed as a contributing structure to the historic architectural integrity of French Park Historic District.

SUMMARY/CONCLUSION:

This building is characteristic of a significant period in the history of the City of Santa Ana. This building’s features, such as the use of shingles as an exterior finish, broad entry front porch supported by tapered columns, window detailing, wide eaves and exposed rafter detailing are characteristics of the Bungalow/Craftsman style.

OWNER AND ADDRESS: Anne Marie Moerer

1218 N. French Street

Santa Ana, Ca 92701-3745

City Council 19 – 14 1/20/2026

LL\HRC\category hickox
10-05-00
RECORDED BY: (Name, affiliation, and address)
Lucy Linnaus

City of Santa Ana, Planning Division

20 Civic Center Plaza M-20, Santa Ana, CA 92702

DATE RECORDED: November 9, 2000
SURVEY TYPE: (Intensive, reconnaissance, or other)
Reconnaissance

REPORT CITATION: (Cite survey report and other sources) National Register of Historic Places Application for French Park Historic District

Santa Ana Historic Register Application Form

REFERENCES: (List documents, date of publication, and page numbers. May also include oral interviews.)

National Register Bulletin 16A

Santa Ana Architectural Style Guide, Text by Kathleen Les and Drawings by Diann Marsh

City of Santa Ana Building Division Records

EVALUATOR: DATE OF EVALUATION:

EXPLANATION OF CODES:
x National Register Criteria for Evaluation: (From Appendix 7 of Instructions for Recording Historical Resources, Office of Historic Preservation)
A: that are associated with events that have made a significant contribution to the broad patterns of our history C: that embody the distinctive characteristics of a type, period, or method of construction, or that represent the work of a master, or that possess high artistic values, or that represent a significant and distinguishable entity whose components may lack individual distinction
x National Register Status Code: (From Appendix 2 of Instructions for Recording Historical Resources, Office of Historic Preservation)
1D: Contributor to a listed district.

City Council 19 – 15 1/20/2026
French Park Historic District, Santa Ana, Ua Orange county , Mb.

United States Department of the Interior
National Park Service
National Register of Historic Places
Continuation Sheet
Section number Page
Triangular knee brackets, decorative knobs, and criss-cross lath vents accent the wide eaves. Wood shingles, alternated in long and short rows, cover the second story, while the first story is clad in specialty siding.

The roof features both side and front-facing gables and a shed-style section on the north end of the second floor. The single-storied front-facing gabled porch is supported by trios of square wood posts, resting on stuccoclad piers with concrete caps. Cutout railings run across the front of the porch, with the entrance being on the south side. A pergola stretches along the south side of the front facade, and is supported by piers and posts matching those used on the porch.

John and Wilhelmina Thee, who owned a ranch at 128 W. 19th St. for several years before building this large Craftsman Bungalow, moved into this house in 1914, bringing with them two adult children. Amanda was a bookkeeper at the O. C. Title Co. and Gertrude worked at Sam Stein's Stationery Store on Fourth St.
1218 N. French St. Hickox House Craftsman Bungalow 1909 A side-facing bellcast gabled roof, fronted with a prominent gable, caps the two-story Hickox House. Carved bargeboards, exposed rafter tails, triangular knee braces, decorative knobs, and criss-cross lath ventwork accent the roof line. Wood shingles cover, the exterior upper 3/4ths of the body, while wide clapboard siding is used on the lower l/4th, separated by a beltcourse. Ribbons of casement windows, accented with three lights in the top third, are used throughout the second story, while similar windows with two rows of muntins are featured on the first floor.

The recessed front porch is supported by a single elephantine column, clad in wood shingles. A cutout rail, anchored next to the steps by a tapered pier, borders the north and west sides of the porch. The only alteration appears to be the metal screen door.

Lou and Ruby Hickox built this bungalow in 1909. Lou was a well- . known photographer in Santa Ana with a studio at 112 1/2 W. Fourth St.

After Lou died in 1917, Mary Smart took over the business. Ruby and their daughter, Ruth, continued to live in the house until 1920, when Julius and Lena Smith bought the house. They owned the Unique Cloak and Suit House at 203 W. 4th St. By 1928 Oliver K. and Edna Carr had moved in to stay for a few years. He owned a detective agency at 407 1/2 N. Main St.

Exhibit B
City Council 19 – 16 1/20/2026

MILLS ACT AGREEMENT
1218 N. French Street
Santa Ana, CA 92701
- 1 -
Exhibit C
Exterior work shall be reviewed by the Historic Resources Commission and subject to the U.S.

Secretary of the Interior’s Standards for Rehabilitation of Historic Buildings, as follows:

1. Every reasonable effort shall be made to provide a compatible use for a property which requires minimal alteration of the building, structure, or site and its environment, or to use a property for its originally intended purpose.

2. The distinguishing original qualities or character of a building, structure or site and its environment shall not be destroyed. The removal or alteration of any historic material or distinctive architectural features should be avoided when possible.

3. All buildings, structures, and sites shall be recognized as products of their own time. Alterations that have no historical basis and which seek to create an earlier appearance shall be discouraged.

4. Changes which may have taken place in the course of time are evidence of the history and development of a building, structure, or site and its environment.

These changes may have acquired significance in their own right, and this significance shall be recognized and respected.

5. Distinctive stylistic features or examples of skilled craftsmanship which characterize a building, structure, or site shall be treated with sensitivity.

6. Deteriorated architectural features shall be repaired rather than replaced, whenever possible. In the event replacement is necessary, the new material should match the material being replaced in composition, design, color, texture, and other visual qualities. Repair or replacement of missing architectural features should be based on accurate duplications of features, substantiated by historic, physical, or pictorial evidence rather than on conjectural designs or the availability of different architectural elements from the other buildings or structures.

7. The surface cleaning of structures shall be undertaken with the gentlest means possible. Sandblasting and other cleaning methods that will damage the historic building materials shall not be undertaken.

8. Every reasonable effort shall be made to protect and reserve archaeological resources affected by, or adjacent to any project.

9. Contemporary design for alterations and additions to existing properties shall not be discouraged when such alterations and additions do not destroy significant historical, architectural or cultural material, and such design is compatible with City Council 19 – 17 1/20/2026

MILLS ACT AGREEMENT
1218 N. French Street
Santa Ana, CA 92701
- 2 -
size, scale, color, material and character of the property, neighborhood, or environment.

10. Wherever possible, new additions or alterations to structures shall be done in such a manner that if such additions or alterations need to be removed in the future, the essential form and integrity of the structure would be unimpaired.

City Council 19 – 18 1/20/2026
Exhibit D: Proposed Structure and Site Improvements (“Work Plan”) 1218 N. French Street
Item Year Improvement
1 2026 Repair cracks and other damage in front porch; repair crack in retaining wall at property line; restore retaining wall at location where the PVC pipe drain was installed through it.
2 2027 Assess roof, exposed rafters, fascia, and rain gutters on residence and garage and repaint, repair, or replace in-kind, as necessary, subject to Planning Division staff approval.
3 2028 Assess condition of paint and exterior wall cladding and repaint, repair, or replace in-kind, subject to Planning Division staff approval.
4 2030 Assess windows and repaint, repair, or replace in-kind, as necessary. Window repair and replacement is subject to Planning Division staff approval. 5 2032 Assess condition of driveway and concrete paths and driveway and repair in-kind as necessary, with Planning Division staff approval.

City Council 19 – 19 1/20/2026
Planning and Building Agency
Item # 19
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Historic Resources Commission Staff Report
November 6, 2025
Topic: HPPA No. 2025-11 – The Hickox House (1218 N. French Street)

RECOMMENDED ACTION
Recommend that the City Council authorize the City Manager and City Clerk to execute a Historic Property Preservation Agreement (Mills Act) with Anna Lozano, for the property located at 1218 N. French Street, subject to non-substantive changes approved by the City Manager and City Attorney.

EXECUTIVE SUMMARY
Anna Lozano is requesting approval to execute a Mills Act Agreement with the City of Santa Ana at an existing residence located at 1218 N. French Street that is currently listed on the Santa Ana Register of Historical Properties and is categorized as Key.

DISCUSSION
Project Location and Site Description
The subject property, known as the Hickox House, consists of an existing two-story Craftsman-style residence and detached garage of a combined 1,868 square feet in size, located on an 8,712-square-foot residential lot. On March 15, 1982, the Santa Ana City Council adopted Resolution No. 82-29, adding the Hickox House to the Santa Ana Register of Historical Properties (“Register”). On December 2, 1997, the City Council adopted Resolution No. 97-46a, which approved a revised Register, which included the Hickox House. On November 9, 2000, the Historic Resources Commission approved an application to categorize the Hickox House as “Key” (Exhibit 4). In addition to being listed on the Register, the Hickox House is also a contributing property to the French Park Historic District, which was listed on the National Register of Historic Places on May 12, 1999 (Exhibit 5).

Analysis of the Issues
Ordinance No. NS-2382 authorized the Historic Resources Commission to execute Historic Property Preservation Agreements (HPPA), commonly known as Mills Act City Council 19 – 20 1/20/2026
HPPA No. 2025-11 – The Hickox House (1218 N. French Street) November 6, 2025