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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
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Amendmenl to Cgntracl Docum€nls cTM-FWK-CTC-AGR (8084445) Contract Document
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 131 c Corporalion
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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
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 132 l\ilirr r ' r,r:r ;,i i
Amendment to Contract Documents
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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;
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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
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 133 "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.
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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.
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 134 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.
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 135 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,
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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
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 136 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.
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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
!
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 137 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
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 138 I
AGREEMENT # ITARC-0093 I
All Terms and Conditions of this Agreement No. ITARC-00931 shall govem purchase of Microsoft products and services under Microsoft EA no. 8084445 by County through the LSP.
2. Period of Performance:
T'his Agreement shall be effective from November 01.2024 and continues in effect through October
31.2027. with the option to renew for an additional three-year period expiring on October 31. 2030. with no obligation hy the County of Riverside to purchase any specified amount ofgoods or services. ln addition. the County may at any time choose to transfer the enrollment from one LSP to another LSP pursuant to the transfler terms set by Microsoft.
The period of performance for the enrollment with the LSP may be for up to a three-year term with the option to renew the enrollments with contracted LSP through the LSP contract expiration date.
3. Compensation
The COUNTY shall pay the LSP for products at the cost as stated in Exhibit A, incurred in accordance with the terms of this Agreement. The COUNTY is not responsible for any f'ees orcosts incurred above or beyond the contracted amount and shall have no obligation to purchase any specified amount of services or products.
Non-Appropriations: The COUNTY obligation for payment of this Agreement beyond the current fiscal year end is contingent upon and limited by the availability of COUNTY funding from which payment can be made. and invoices shall be rendered "monthly" in anears. In the State ofcalifomia.
Govemment agencies are not allowed to pay excess interest and late charges, per Govemment Codes" Section 926.10. No legal liability on the part ofthe COUNTY shall arise for payment beyond June 30 of each calendar year unless funds are made available for such payment. In the event that such 1,
Rc!rsron I /06/202 I
S'P 10 20?4 32e
LICENSED ST]PPORT PROVIDER (LSP)
AGREEM ENT No. ITARC-0093 I
For
MICROSOFT PRODUCTS AND SERVICES
UNDER MICROSOFT EA NO.8084445
BETWEEN
COUNTY OF RIVERSIDE
And
CRAYON SOFTWARE EXPERTS LLC.
This Agreement is entered between the COUNTY OF RIVERSIDE. a political subdivision of the State of California. (herein ref'erred to as "COUNTY"), and Crayon Software Experts LLC.. a Delaware Limited Liability Company authorized to conduct business in the State of Califomia (herein referred to as "LSP") of Microsoft Licensing Solution Provider. effective from November 0l .2024 and continues in effect through October 31.2027. based on LSP's response to RFQ no. ITARC-532 for Microsoft products and services under Microsoft EA no. 8084445. The parties agree as follows:
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 139 {
ACREEMEN # ITARC-0093 I
funds are not forthcoming for any reason. COUNTY shall immediately notify CONTRACTOR in writing: and this Agreement shall be deemed terrninated. have no further force. and effect.
Hold Harmless/Indemnification:
4.1 LSP shall indemnily and hold harmless the County of Riverside. its Agencies, Districts.
Special Districts and Departments, their respective directors" officers, Board of Supervisors, elected and appointed officials, employees. agents and representatives (individually and collectively hereinafter referred to as Indemnitees) from any liability. action. claim or damage whatsoever. based or asserted upon any services. or acts or omissions. of LSP. its officers. employees. subcontractor, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury. or death or any other element ofany kind or nature. I-SP shall def'end the Indemnitees at its sole expense including all costs and fbes (including. but not limited. to attorney fees, cost of investigation. defense and settlements or awards) in any claim or action based upon such acts. omissions or services.
4.2 With respect to any action or claim subject to indemnification herein by t,SP. LSP shall, at their sole cost, have the right to use counsel oftheir own choice and shall have the right to adjust. settle. or compromise any such action or claim without the prior consent of Countyl provided. however. that any such adjustment. seltlement or compromise in no manner whatsoever limits or circumscribes LSP indemnification to Indemnitees as set forth herein.
4.3 t.,SP obligation hereunder shall be satisfied when LSP has provided to County the appropriate Ibrm of dismissal relieving county from any liability for the action or claim involved.
Termination:
5.1 County may terminate this Agreement without cause upon thirty (30) days written notice served upon the LSP stating the extent and el'fective 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 perfbrmance and does not immediately cure such failure. ln the event olsuch termination. the County may proceed with the work in any manner deemed proper by County.
5.3 LSP rights under this Agreement shall terminate (except for fees accrued prior to the date of termination) upon dishonesty or a willful or material breach of this Agreement by LSP; or in the event of LSP unwillingness or inability fbr any reason whatsoever to perform the terms of this Agreement.
Alteration or Changes to the Agreement
The Board of Supervisors and the County Purchasing Agent and/or his designee is the only authorized County representatives who may at any time, by written order, alter this Agreement. lf any such alteration causes an increase or decrease in the cost of. or the time required for the performance under this Agreement. an equitable adjustment shall be made in the Agreement price or delivery schedule. or both. and the Agreement shall be modified by written amendment accordingly.
!
6 2
Revlsron l/06/201I
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 140 AGREEMENT # ITARC-009,-] I
7. Notices
All correspondence and notices required or contemplated by this Agreement shall be delivered to the respective parlies at the addresses set fbrth below and are deemed submitted two days after their deposit in the United States mail. postage prepaid:
I nsu 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 cost and expense. the following insurance coverage's during the term of this Agreement. As respects to the insurance section only. the COUNTY herein refers to the County of Riverside. its Agencies. Districts. Special Districts. and Departments. their respective directors. ollcers. Board of Supervisors, employees. elected or appointed officials. agents. or representatives as Additional Insureds.
A. Workers' Compcnsation:
Il the LSP has employees as defined by the State of Califbrnia. the LSP shall maintain statutory Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of Clalilornia. Policy shall include Employers' Liability (Coverage B) including Occupational Disease with lim its not less than S I ,000,000 per person per acc ident. The policy shall be endorsed to waive subrogation in favor of The County of Riverside. Policy shall name the COUNTY as Additional lnsureds.
B. Commercial General Liabilitv:
Cornmercial General Liability insurance coverage. including but not limited to. premises liability, unmodilied contractual liability. products and completed operations liability. personal and advertising injury. and cross liability coverage. covering claims which may arise from or out of LSP'S perforrnance of its obligations hereunder. Policy shall name the COUNTY as Additional lnsured. Policy's limit of liability shall not be less than $2.000.000 per occurrence combined single limit. Ifsuch insurance contains a general aggregate limit. it shall apply separately to this agreement or be no less than two (2) times the occurrence limit. Policy shall name the COUNTY as Additional Insureds.
C. Insurance Requirements for IT Contractor Services:
COUNTY
Riverside County Information Technology
Attn: Procurement Contract Specialist
3450 l4rh Street
Riverside. CA 92501
8. 3
Itevrsron l/06/1021
LSP
Crayon Software Experts, LLC
Attn: Candy Kareem
I 222 I Merit Drive. Suite 1400.
Dallas. Texas. 7525 I
[email protected]
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 141 AGREEMENT # ITARC-OO9] I
LSP shall procure and maintain for the duration ofthe contract insurance against claims for injurres to pcrson or damages to property which may arise fiom or in connection with the performance of the work hereunder by the LSP. its agents. representatives. or employees. LSP shall procure and maintain fbr the duration ofthe contract insurance claims arising out oftheir services and including. but not limited to loss. damage. theft or other misuse of data. inf'ringement of intellectual property. invasion ofprivacy and breach oldata.
Cyber Liability Insurance. with limits not less than $2.000.000 per occurrence or claim. $2.000.000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by LSP in this agreement and shall include. but not limited to. claims involving infringement of intellectual property. including but not limited to inlringement of copyright. trademark. trade dress. invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information. alteration of electronic information. exto(ion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits suf'ficient to respond to tlrese obligations.
If the LSP maintains broader coverage and/or higher limits than the minimums shown above. the County requires and shall be entitled to the broader coverage and/or higher limits maintained by the I-SP. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County. Policy shall name the COUNTY as Additional Insureds.
D. Ceneral Insurance Provisions - All lines:
4 Itcrrsrl)n l/06/102I
I ) Any insurance carrier providing insurance coverage hereunder shall be admitted to the State of California and have an A M BE.ST rating of not less than A: VIll (A:8) unless such requirements are waived. in writing. by the County Risk Manager. [f the County's Risk Manager waives a requirement for a particular insurer such waiver is only valid for that specific insurer and only for one policy term.
2) 'fhe LSP must declare its insurance self-insured retention for each coverage required herein. lfany such self-insured retention exceeds $500.000 per occurrence each such retention shall have the prior written consent ofthe County Risk Manager before the commencement of operalions under this Agreement. Upon notification of self-insured retention unacceptable to the COUNTY. and at the election olthe Country's Risk Manager, LSP'S carriers shall either: l) reduce or eliminate such sell'-insured retention as respects this Agreement with the COUNTY. or 2) procure a bond which guarantees payment of losses and related investigations. claims administration. and defense costs and expenses. 3) LSP shall cause LSP'S insurance carrier(s) to furnish the County of Riverside with either l) a properly executcd original Certiticate(s) of Insurance and certified original copies of Endorsements effecting coverage as required herein, and 2) if requested to do so orally or in writing by the County Risk Manager. provide original Certitled copies of policies FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 142 ACREI]MENT # ITARC.OO93 I
9. General:
9.1 This Agreement, including any attachments or exhibits. constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous representatiol'ls. proposals. discussions and communications. whether oral or in writing. This Agreement may be changed or modified only by a written amendment signed by authorized representatives of both parties.
5 Revrsron l/(16/201I
including all Endorsements and all attachments thereto. showing such insurance is in full force and effect. Further. said Certificate(s) and policies of insurance shall contain the covenant of the insurance carrier(s) that a minimum of thirty (30) days written notice shall be given to the County of Riverside prior to any material modification. cancellation. expiration or reduction in coverage of such insurance. If LSP insurance carrier(s) policies does not meet the minimum notice requirement found herein. LSP shall cause LSP's insurance carrier(s) to furnish a 30 day Notice ofCancellation Endorsement. 4) In the event of a material modification. cancellation, expiration. or reduction in coverage, this Agreement shall terminate forthwith, unless the County of Riverside receives, prior to such effective date. another properly executed original Certificate of lnsurance and original copies of endorsements or ce(it'ied original policies. including all endorsements and altachments thereto evidencing coverage's set forth herein and the insurance required herein is in full force and effect. I-SP shall not commence operations until the COUNTY has been furnished original Certificate (s) of Insurance and certified original copies ofendorsements and ifrequested. certified original policies of insurance including allendorsements 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 thereoL there is a material change in the scope of senvices: or. there is a material change in the equipment to be used in the perfbrmance ofthe scope of work: or, the term of this Agreement. including any extensions thereof. exceeds five (5) years: the COUNTY reserves the right to adjust the types of insurance and the monetary limits of liability required under this Agreement" if in the Ciounty Risk Management's reasonable .iudgment, the amount or type of insurance carried by the LSP lras become inadequate.
7) LSP shallpass down the insurance obligations contained herein to alltiers of subcontractors working under th is Agreement.
8) The insurance requirements contained in this Agreement may be met with a program(s) of self-insurance acceptable to the COUNTY.
9) LSP agrees to notify COUNTY ofany claim by a third party or any incident or event that may give rise to a claim arising from the performance of this Agreement.
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 143 AGREEMENT # ITARC.OO9S I
9.2 This Agreement shall be governed by the laws ofthe State of California. Any legal action related to the performance or interpretation of this Agreement shall be filed only in the Superior Court of the State of Calilomia located in Riverside. Califbrnia, and the parties waive any provision of law providing lor a change of venue to another location. In the event any provision in this Agreement is held by a court of competent jurisdiction to be invalid. void. or unenforceable. the rernaining provisions will nevertheless continue in t'ull force without being impaired or invalidated in any way.
ql 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.
E I ) Mioosofl Enterprise ABreement No. 8084445.
E2) Microsoft Select Plus Agreement No. 7756479.
E3) Amendments No. l- EA Custom Terrns CTM (Document No. CTM-CPT-OPT-FWK) E4) Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-ACR).
9.4 In the event of any conflict or inconsistency between the terms and conditions ol this Agreemenl and any terms or conditions set forlh in any of the attachments, purchase order(s), or other document relating to the transaclions contemplated by this Agreement. the terms and conditions set fbrth in this Agreement shall prevail.
9.5 This Agreement may be executed in any number of counterparts. each ol- which will be an original. but all of which together will constitute one instrument. Each party of this Agreement agrees to the use ofelectronic signatures. such as digital signatures that meet the requirements ofthe Califonria [.]nilorm Electronic Transactions Act (("CUETA") Cal. Civ. Code $$ 1633. I to I 633.1 7), fbr execuling this Agreement. The parties further agree that lhe electronic signatures of the parties included in this Agreement are intended to authenticate this writing and to have the same force and elTect as manual signatures. Electronic signature means an eleclronic sound. symbol, or process altached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record pursuant to the CUETA as amended from time to time.
The CUETA authorizes use of an electronic signature for transactions and contracts among pafties in California. including a govemmenl agency. Digital signature means an electronic identifier, created by computer. intended by the party using it to have the same force and effect as the use ofa manual signature. and shall be reasonably relied upon by the parties. For purposes of this section. a d igital signature is a type of "electronic signature" as defined in subdivision ( i) of Section 1633.2 of the Civil Code.
6 llc\ srof lr)6/10l I
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 144 ACREEMENT # ITARC-0093 I
9.6 If the entitv is a corporation, the signatures of two comorate officers (the president, vice ll assrstant sec Chief Financial Officer i.e. treasurer or assistant treasurer are required on the a[reements. The sisnatures must be in the followin g combination: president or vice presi{ent and secretary. treasurer or CFO. For example, the signatures ofa president and a vice resident would be insuffi ien t lf si edb a stn le co orate officer aco orate resolution authorizinq the one ofticer to bind the corporation, signed by the Board of Directors of the corDoration, is required. The corporate resolution must authorize the signatory to sign agreements ol'l behalf of the corDoration
If the entity is a limited liability company (LLC), the signatory is authorized signer as set forth in LLCs operating agreement.
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement.
By; Rv (Jul3.2024 1a 03 CDT)
Chuck Washington Name
Title:
Candy Kareem
Chair ofthe Board of Supervisors Vice President, Finance Dated: Julv 3.2024
ATTEST:
Kimberly Rector
Clerk ofthe Board
By:
APPROVED AS TO FORM:
Minh C. Tran
C t1 el
By
Paul aSa o
Deputy County CounseI
Dated: f \ t[ 2oz\
Revrsron l/06/2021
sEP 10 2024 32t
COUNTY OF RMRSIDE, a political
subdivision olthe State of Calilornia
CRAYON SOFTWARE EXPERTS, LLC
a Delaware Limited Liability Company authorized
to conduct business in the State of California.
ennolu K.arae,w
Dated: 9lt ilntt
7 FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 145 2 3
{
5 AGREEMENT # ITARC-0093 I
LSP's Scooc and rcsrronsibilities
l. The Licensed Support Provider (LSP) will resell all available Microsoft Licensed Support Provider (l-SP) fbr Microsoft Master Microsoft Enterprise Agreemenl No. 8084445; Sotiware Licensing, Sollware Support. Cloud Services such as Azure" Industry Solutions Delivery (lSD) fbrmerly Microsoft Consulting Services (MCS). Microsoft Unified Support and Microsoft incident response. Microsofl Select Plus Agreement No. 7756479.
The agreement with LSP as a [-SP of the Microsoft Products and Services under Microsoft EA No. 8084445 is available for use by the County of Riverside and govemmental agencies within the State of California. T'he LSP will serve as the liaison hetween the political entity for enrollments under the Microsoft EA.
The LSP agrees to extend the same pricing. terms. and conditions to every political entity, special district. in the State olCalifornia. It is understood that other entities shall make purchases in their own name. make direct payment. and be Iiable directly to the LSP oftheir choosing; and County shall in no way be responsible to any LSP tbr other entities' purchases.
The LSP may remain the LSP fbr 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 Atlliates 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 transf'er their current enrollment from one LSP to another [,SP pursuant to the transfer terms set by Microsoft.
The Enrolled Afllliate shall work with the LSP to determine the annual payment, true-up commitment schedule defined in their enrollment.
The LSP will provide repo(s showing year to date annual spend according to Enrolled Affiliate's specifications. Frequency will be determined by each Enrolled Affiliate (ie: monthly. quarterly. etc.).
The LSP will provide reports of licenses purchased and added on to enrollment according to Enrolled Affiliate's specifications. (lntended for an enrollment that has licenses for multiple agencies within a governmental body - ie county. city. etc.) Frequency will be determined by each Enrolled Affiliate (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 Microsof't VLSC. This portal will show. but not be limited to, all licenses on the current enrollment, quantities of said licenses. track licenses at depaftment/agency levels. transfer Iicenses to and from each department/agency, and have reporting functionalities.
Rcvrsrcn Ii()6/10: I
7 8
9 8
Exhibit A
Scope and pricing
6. Each Affiliate will communicate to the LSP the compensation terms applicable to their agreement.
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 146 AGREEMEN'I' # ITARC-009.] I
10. The LSP will provide training to the Enrolled Affiliate's Microsofl administrators on Microsoft portals such as the VLSC. Oltlce 365. Azure. etc. within 30 days of receiving a purchase order for such products that introduce a new poftal. l,SP should outline what aspects of training they feel would be benellcial in their proposal.
ll. The LSP will provide documentation to the Enrolled Affiliate within 90 days of when Microsoft has made a change to a license and advise of any grandfather or conversion rights within that same timeframe.
12. The LSP will provide a short synopsis of why an amendment is needed and the ramification of each amendment to an enrollment at the time of such amendment.
13. Thc I-SP 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 Iist must capture. at minimum. the fbllowing categories for each product: SKU. product description, MSRP, NET (Level D). LSP's uplift and contracted unit price.
14. I'he 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 Iist 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 olCalifomia piggyback off of the Master Agreement. 15, The LSP will be charged I .007o ofthe annual enrollment sales amount to leverage the Riverside County Master Microsol't Agreement No.8084445, and Select Plus Agreement No.7756479. which includes Softwarc Licensing. Software Support" Cloud Services such as Azure. lndustry Solutions Delivery (lSD). Microsoft Consulting Services (MCS). Microsoft Unified Support and Microsoft incident response. This administrative fee will be an annual fee, per enrollment inclusive of Affiliates Shadow Enrollments.
16. The Servicing LSP shall provide Microsoft Enterprise Support Services from Microsoft to assist cuslomers leveraging this contracl vehicle in operation ofthe technology acquired and assist Riverside Master Participants in rnaximizing the benefits of this investment. 9 Re!rsron ll)6/1021
17. The Servicing LSP shall provide the ability to for the acquisition of Microsoft services as the demand for individual product services or capabilities expand. The servicing LSP shall provide services to include Microsoli tJnified. Industry Solutions Delivery (lSD), and Microsoft incident response. The Servicing LSP will have a valid Microsoft Master Services Agreement on file with Microsoft in order to resell Microsofi Unified Support. and Industry Solutions Delivery (lSD). Additionally. the contractor shall provide Microsott dedicated Technical Support representatives and sub.iect matter experts provided via the Microsoft enterprise agreement to support and assist Riverside County master participants in analyzing. architecting. implementing. managing, and operating solutions based on the licenses previously acquired or to be purchased in accordance wilh the terms ofthe Microsoft enterprise licensing program.
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 147 AGREEMENT # ITARC-OOg] I
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 Information Technology (RCIT) will invoice the Awarded LSP annually based on the enrollments verified from LSP Reporting olActive Enrollments.
20. Payment is due to Riverside County Information Technology thirty (30) days from invoice date.
21. The administrative t'ee shall not be included as an ad.iustment to LSP's Master Agreement pricing.
22. The adrninistrative fbe shall not be invoiced or charged to the Enrolled Affiliate. 23, Administrative lee checks shall be submitted to:
Riverside County Information Technology
Attn: Accounts Receivable
3450 l4th Street. 4th Floor
Riverside. CA 92501
Re! rsroD ll)6/10ll
10 FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 148 Item Description Price Level Markup 70
Enterprise Online Services++ (incJuding Full USLs. From SA USLs. Add-ons and Step Ups) M365 E3 and E5. Enterprise
Mobility + Security E3 and E5. Oftice 365 Enterprise El or El, Windows l0 Enterprise E3 or 85.
Level D 1.95
Enlerprise Products (Office 365 Pro Plus. Windows l0
Enterprise, Core CAL Suite, Enterprise CAL Suite). Level D 1.95 Additional Products (M365 F l. M365 E5 Compliance. M365 E5 Security. Office 365 Enterprise F l. Project Online. Visio Online Plan I or Plan 2. Dynamics 365. Azure. SQL Server.
Windows Server. etc).
Level D 1.95
Server and Tools Producl (applies to Server and Cloud
Enrollments only) SharePoint Server, SQL Server. BizTalk Server. Visual Studio. Core lnfrastructure Suites. etc.
Level D 1.95
All products for Selecl Plus Agreement No.7756479. 2.50 Microsoft Unified Support Services 2.50
Microsoft Consulting Services 2.50
Microsoft Incident Response 2.50
2. License Support Provider (LSP) Solution Arca Specific Capability:
AGREEMENT # ITARC-0093 I
Solution Area Specific Capability Number Customer Size Reference? Number of successful customer production
mai I deployments/mi grations? >100 300 to 10.000 Yes
Number of successful customer production
SharePoint deployments/migrations?
>60 500 - 5000 Yes
Number of successful customer production
Teams deployments/m i grations? >20 500 - 10.000
Number of successful customer production
Teams Voice deployments/PBX migrations? l8 500 - t0.000 Yes Number of people with specialized expertise
on technologies listed above
Globally > 100
Locally 22
Rcvrsron I/0(r:O2l
11 Pricins:
l. Microsoft Enterorise License Subscrintion and services Yes
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 149 Data and Artificial lntelligent
Certified Competency
(Yes/No)
Hourly Rate (On
Premise)
Hourly Rate
(Remote)
Build Intelligent Apps No NA NA
Build Intelligent Agents Yes $136-$408 $280-$.140
Machine Learning $3-16-$408 $280-$-140
Internet of Things Yes $-136-$108 $280-$340
Clobally distributed data NA NA
OSS Databases No NA NA
Cloud Scale Analytics Yes $336-$408 $280-$340
Data Platform Modemization to Azure Yes $3-16-$408 $280-$340 Windows Server on Azure Yes $336-$408 $280-$140
Security & Management Yes $136-$.108 $280-$340
Datacenter Migration Yes $r-16-$408 $280-$140
Modern Eusiness Intellieence Yes $336-$408 $280-$340
Copilot Yes $336-$408 $280-$340
Biz Apps
Customer Service No NA NA
Field Service No NA NA
Marketing No NA NA
'l alenl No NA NA
Finance and Operations No NA NA
Business Central No NA NA
Power Apps Yes $3-16-$,{08 $280-$-.140
Power Bl Yes $336-$408 $280-$-.r40
Apps and lnfrastructure
Azure Slack No NA NA
High Perfomrance Compute No NA NA
Cloud Native Apps using Serverless Yes $ 336 - $ ,108 $280-$340 Modernize Apps Yes $316-$108 $280-$340
SAP on Azure No NA NA
Linux on Azure No NA NA
Dev Ops Yes $336-$408 $280-$310
Business Continuity & Disaster
Recovery
Yes s336-$408 $280-$140
Windows Server on Azure Yes $336-$408 $280-$-340
Security & Management Yes $336-$408 $280-$340
Datacenter Migration Yes $-136-$408 $280-$340
l\lodern Workplace
User Adoption & Clrange Manasement Yes s336-S408 s280-$.]40 Security $336-$408 $280-$140
GDPR & Compliance Yes $360-$.t20 $300-$350
Teamwork Yes s336-$408 $280-$140
Calling & Meetings $336-$408 $280-$340
Modern Desktop $336-$408 $280-$3.10
Oflice -365 Migration Assistance Yes $336-S408 $280-$140 Nlail Yes $336-$408 $280-$1.10
Teams Yes $336-$408 $280-$340
SharePoinl Yes $31(,-$408 $280-$340
OneDrive Yes $1.16-s408 $280-$3.10
AGREEMENT # ITARC-OO9] I
J, Liccnse Support Provider (LSP) servic€ rates:
Ite! rsron I/06/201I
1,2
Yes
No
Yes
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 150 AGREEMENT # ITARC-0093 I
LSP REPORTING OF ACTIVE ENROLLMENTS
MICROSOFT ENTERPRISE AGREEMENT No. 8084445
LsP Name Compony nome
Rtvco
Contract lD TBD
Master
Enrollment
Enrollment
Number:
Enrollment
Entity:
Start
Date:
End
Date:
Annual
Sales
Enrollment
Contact:
Enrollment
Contact
Email:
Enrollment
Contact Tel:
County of
Riverside
xx/xx/
xxxx
xxlxx
/xxxx lohn Doe
Rcvrsron I/06/2021
13 Exhibit B
I
I
---lFIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 151 ACREEMENT # ITARC-0093 I
Exhibit C
MICROSOFT LSP PARTICIPATION FORM
JIH SUITH
Cllef lnfomati$ Oftcer I'ARTIN PEREZ ACIO
Ernerprtse ADollcrtbrB Bl'reau
DARRYL POLK
Cfxet Teclnobgy Olllcer
TRACY NLL}IAT FlCIT
D€9uty Direcld Admn - fT
GUSTAVO VAZ(XJEZ. ACIO
CdrverlEd Coanrrunlcali(,ls Bureau
Ai{THONY C}IOGYOJI
Ctxef Honfiatbn Secunty Oficer
KARIT{ CHAT{DRAi{- ACIO
Technology Servrces EIJeeu
N{icrosoft LSP Parlicipation Fomr
(RIQ 4 ITARC-005f2 -{ttichlneDt 2)
Complele lhis form and return to
Attentiqr: Urda Fakhouri
E-mail: Itakhofi(Drico.oro
P.!,ment shonld be m.de to:
Riverside County lnformdbn Technology
3it50 'l4th Srreer. Fourlh Floo.
RiveBide. CA 92501
Company 614.6. Crayon Software Experts, LLC
Name: Candv Kareem Title: VP of Financ€
Ad&ess 12221 Meril Drive, Suite 1400
Cit],! Dallas Texas ziP ctr,e 75251 Telephone *: 469-329-0290 Fax #:_Email: sledbrds uslocravon com
Please r€terence the rernitlance infornralion abo'/e fio. *rtere lo sand lho paym€ni. Failure to comply may r€nl in tlE .rerd beiE ,a.cirldsd
Ctua{4 Karee,t4 05togt2024
Srgnature
Candv Kareem
Date
VP of Finance
Prinled Name
Cr.yon Groop - lnt€m.lOnly
Revrsron I/06/2021
Tille
County ot RiversUe TIN *t 956fi)O930
The Courty o, Rivo.side 13 th6 hoal o, the Mic.o€o{t Mdier Agre€.nonl No. 8084,145- AI queslbrB regarding the p.oduct3 aod liceoEir€ shoub b€ directed lo Mrcrcot. ay signing belor/, I am agroeing to f,ay th6 p.rricip.tbn ,e€3 ,o( e.ch enrolkneot th.t is est Hbhed by leveraging the Cot'rty o, Riv€Gide Masler Agrcenrent in acco.dance to the scheddc ref€rencod oo RFO # ITARC-0O532 ard arly .ubs€quonl cootrecE and / o. amendrnonts.
By signing belor. I abo agreo lhat all oorolrtrents will ba suknittod lo Mbro6ofi dinrd, to r.po.t Gr|rolknent .cli\n9 and comdy to tho payment schedub per RFO # ITARC-0O532 to RiveGire County ln{orm.tbn Teclnology
t4
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 152 EI
E2
Exhibit D
Microsoft EA Benefits for Government Agencies
Standard Pricing Across all platforms
Microsoft will provide LSP's (authorized EA LSPs on this contract) with Government Level-D. pricing offofpublished "LSP cost" all platforms. Azure discount is a factor olthe consumption rate.
This will make it easy when calculating New. Additional product. and True-up purchases at the beginning or during your Enterprise Agreement Term. It also reduces possible confusion among partners.
E3 No charge Onboarding Serviccs
Microsoft assisted onboarding is now a benefit of OIIlce 365, Microsofi lntune, Azure AD Prem ium and Azure RMS. Eligible customers will receive guidance from a dedicated group of onboarding experts known as the Microsoft FastTrack Center (FTC) to onboard to these services. The FTC uses an onboarding approach known as FastTrack to help you, your IT Team, and or Partner, confidently onboard new users and capabilities. Programs are subject to change and/or evolve.
E;l No Charge Security Incident Assistance
Microsoft will engage special security teams in the event oflan 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 lor more details.
E5 Raise and lower commitment for hosted services during the Enterprise Agreement Period You can raise your commitment for hosted services like 0365. CRM. Azure during the current EA year and only commit to the remaining months in that year. Example: your anniversary for your Year-2 term is in November and your adding 100 Office 365 users in May. You will only be obligated to pay for the 6 months leading to your anniversary. Additionally, you can now true-down hosted services at your anniversary to the original commitment level as well.
E6 Additional Software Assurance benefits
With New Version Rights, you can upgrade each Microsoft product license that is covered by active Software Assurance to the most recent version for no additional cost. When a new version ol- Microsoft Office is released during the term of your agreement. your licenses are automatically upgraded to the new version.
Office Roaming Use Rights: Help expand end-user productivity and extend the value of your virtual desktop environment with Office Roaming Use Rights, which lets users with Software Assurance on Office, Project. or Visio remotely access their software on their virtual desktops from third-party devices.
15 Revisrcn l/06/2021
AGREEMENT # ITARC.OO93 I
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 Agreement may choose either an Enterprise Enrollment or a Server and Cloud Enrollment (or both) depending on their needs.
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 153 AGREEMENT # ITARC-0093 ]
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 lees are incurred. You may also consider Microsoft Payment Solutions to help finance your technology needs. including software, services. partner products, and hardware. Although Microsoft Payment Solutions is not part of Software Assurance, you can choose it separate from. or in addition to. the Spread Payments benefit to create a customized payment structure.
Step-Up Licensing: Volume Licensing customers with Software Assurance can migrate from a lower edition to a higher edition software product while maintaining their Software Assurance coverage on a given product. The Step-up License makes it easier for you to move from a lower level edition to a higher-level edition without incurring the full cost of licensing two separate editions of the software.
More information about the Software Assurance by products as listed above can be found at:
httos://www.m icrosoft.com/en-us/Licen stn /licensi ng-programs/soft ware-assurance-bvoroduct.a 5 DX?83ffdda4-a253- 4123-97 57-7122538c0a96=True Rcvrsion l/06/2021
16 FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 154 Et)
E2)
E3)
E4)
AGREEMENT # ITARC-OOg] I
Exhibit E
Microsoft Enterprise Agreements and Amendments
Microsofl Enterprise Agreement No. 8084445.
Microsoft Select Plus Agreement No. 7756479.
Amendments No. l- EA Custom Terms CTM (Document No. CTM-CPT-OPT-FWK) Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-AGR).
Rclrsron l/06/2021
1,7
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 155
3.Crayon Software Experts LLC- LSP
Agreement no. ITARC-931 (002)
Final Audit Report 2024-07-O3
Createdi
By:
Status:
Transaclion lD
2024-O7-O3
Candace Shenon ([email protected])
Signed
CBJCHBCAABAASA0Bq6cIRcJ-m3BlbzpgYwbxbswNJv
"3.Crayon Software Experts LLC- LSP Agreement no. ITARC-93 1 (002)" History
tl Document created by Candace Sherron ([email protected]) 2024-07-03 - 8r45:06 PM GMT
- ; Document emailed to [email protected] for signature 2024-07-03 - 814544 PM GMI
tl Email viewed by [email protected]
2O24-O7-O3 - 11:03:06 PM GMT
do Signer [email protected] entered name at signing as Candy Kareem 2024-07-03 - 11:03:26 Pt4 GIVT
d6 Document e-signed by Candy Kareem ([email protected]) Signalure Dale: 2024-07-03 - 1 1:03:28 PN, GNrT - Time Source: server O Agreement completed.
2024-07-03 - 11:03:28 P[4 G[,{T
f! adob" l<robat Sign
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 156 cl tr Mic.r':rsoft \/olr-nrr e l-iceris ingl
Program Signature Form
004-kayleed-S'04
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Notc: El]ier lhe apFlicilhle acllve nurnhe.s assocL!led !,,/ilh lhe docum(:nls [)clor'/, Microsofl requires lhe associaled active nur)ber be indicaled lrere. or lisled belo,,v os r)ew For the prrrposes of lhis forr1, 'Customer' can mean lhe signing erllity. Eit.oflecl Afllliale, Goveirnenl parlne!, Institrtion. or olhel party cnlering inlo a volumc llconsing nrograrn agrccmenl This sr(nalure torn an(i all corlract (lDcr.nrents idenlified in the laLle belor,/ are enleied irto between lhe (irslomer .rnd thc l,,4icrosolt Affliatc signing, os of tha clfcclivc dalc idcnlilnd bclo!v. t!a
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 157 Mitrosoft Corporation
Silrtatlrre
Printed First and Last Narire
Prlntod Tillc
SiqIat(lre Date
((lal. lv!rc.!so( Alf,lrSlc coo.rlcrs€1sl
Agrecnrerrt Ettcctive Date
t1.y tJe c'fje.enf UBn ldso!?rll s slhalurt iJalcl s(a3 f,o i1 Ortio al 2nd Custorncr aignature or Olrtsourcer signrturc (if applicable) Nanle of Entity (must be legal entity r;nre)'
Signatrrre'
Printcd First and Last Narne'
Printcd Title
Signatrrre Date'
' atlic$krs tctlui el tield
Name o, Entity (nrust ho logal cntity oamclr
Sig natu re'
Prirltod First an(l Last Narno'
PriDred Title
Signatrre Oat€"
' it(l/|cates EqtMeal lieltl
ll Custon)er requires physical rnedla. adrtiiional conlacls, or is reporlirg rnultlple previous Enrolhents. incl(de lhe approprialc form(s) vrilh this sig ature folr.
Allerlhis sigrrature lornr is sioncd by lhc Custonrer. send il arld lhe Contrgut Docun\ents to Cuslonler's chrnrel purl,rer or Microsbll account nrarra0er, who tnusl sullmil lhent lo the following adrrress Vrhen lhe signature Fornr is lully execuled by Microsofl, Cuslomer e/ill reccive a Donlirrtraliorr copy.
Microsoll Corponlio
Dept. 551, Volurne Licetlsh(
6100 lleil Road, Suits 210
Reno. Nevrdr 8051 1. l 137
USA
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 158 f;: fi/iicrcrsol't Vohrrne l-icelrsing
Amendment to Contract Documents
004.kayleed.S-04
This arncndrncnl ('Arr)cndmcnt") is entefed irllo between the frarlies r(lentiligd on tl€ allached prograrn si0natrIeforD. lt arnerld6 the Enrollrlrent or Aqreerne l iderltified i|bove- nllterns used lr I nol (lolined in lhis Amen(lrnerlt vrill lrave lhe same nrearlings provided in that Enrollmenl or A€,reerrer'!l '1. Scclion 6a. "-fcrn". is l'rereby arnende(l and restaled as lollor,ls:
a, Term. The lerm ol lhis Agreenrent lvill rcmain ln eltect unless ten]linoted by eilher parly 3s dascribed ljelot/ Eaich Enrolllnerrl ,rill llave lhe lo.nr provided in lhat Enrollrnenl
2. -fhe pricing lhal l,,4icyosoll $/ill ofter Ernolled Aflili le'!i Reseller lor Enrollnenli effcclive bet\veen Novemher 1, 2019 through Octol)er 31, 2021 . affl lhal v?ill apply lor lhe entire initial le/!fl olsudl Eltrolhnents, is ils follows:
Prodrcl Pric e
Level
Examples lncludc but aro not limitcd to
the lollowirg':
lrr. cr rlrples,rc ud.r u:rl ro s!,u:es ll eill!r lll!Ecttrqln{cialor gov€,orn nt cron.l cfl4rnQi ''OiEi5/inn Eirprp.iqc Onloe 5.!!i.ec ih r.,'lrli€d irr lhe |roiLr.-i lcrlns eith rlre.el rih'€ cl F(-l'i[ lhe l3trteslD, 'll.ru n n?!'lu!r[ty'. Tlru 1o]Lv ol E,,l(,priJe O ture Soiu(jps i! subierl lc cl,e ,4e ar Exl.lndsc O.line S*Nl(e! !t,e r&led urdanad4a! 5eil cr -ariovcJ Iorn llje frrterDrile Dr49rarn c,lcrir](l Exclrsiorr!; anply lo lhc addrlionnl2n/" cJiscounl on Enlcrnrise Onlinc Serviccs as ,oHoy.,s Enterprise Onllne Servlces"
(inchr.lino Full USLS. l:rorn SA
USLS, Add ons a d Slep Ups)
Level D
l"evel I)
minus 2%
tl3rj5 E3 and E5, Enlerprise Mobility I
Secu'ity E3 and E5. Olfice 365 Enl4rpr se
E1 or E3, windorvs 1o Enterfrise E3 or E5
Olnc€ 365 Pro Pltrs, Windo\Ys 10
E0terpllse, Core OAL Suile, Entert)r's9
CAL Suile
Entcrprise Pro(lucts
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Servar alld fools Prodnct
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Enfollnrenls only)
Level D
N1365 F], N1365 E5 Compliance, M365 E5
Sectrity, Ofiicc 365 Errlcrprisc Fl, Projcct
Online. Visio Orrline Plan l or Plan 2
OynaniDs 3ti5, .Azrrre, SOL Serv€r.
Windows Server, etc.
SharePoinl Server. SOL Server Bizlalk
Scrvcr, VisUnl Sl!(lio, Core Infraslr!rtlurc
Suiles, elc.
.^rrtr-': -1,icl'!l1p! v4 0 c1 tvl.c PT.(]F r.F'.,,,'.( ED Enterprise Agreement
Custom Terms CTIM
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 159 ? p t {\c,t
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lc,1^o(ra|o uual ll:Illu! aql lo SLrotsoalxa ,1Lre ol AltklB lou saop ltroocslp al1.l. 'luaurlo]u:t aqlro alep o^llaalla i,ql s! Jolcpj alqecrtddB Itu'J arll -rep)o ue ol parldde aq tretl] saa,\ras aurluo asId.ral03 uo F]nrrJstp yozleaolltppe aql r€qlaq^r 6rrluruiratap ul .rDt3P, e lou sr JapJo ue oi rarlddg leql qluor.u lsl ooud aqf oi YM:l'.1,;O-.l..Jr'l/'1.1.3 xlop l'8 pLr6urv Y:l IIIEI {lunoo eEsja^t] ry I
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 160 E' [/iclosofr Vo I r.r nr e l- i cr-.ns i rrg
Enterprrse Agreement State and Local
llDl lor ll5e willr !l,crosoll Rllsiress Agreelrer{ r)r 1,,1!ri)srnl Brlsficss ilriJ Sc,vr(:cs Agriip re.,l This tulacrosofl Eoterpnse Allreernenl ('Agr€jemenl") is entered ilto belween the entities i(entilied on the sigrratlrre form I
Effective date, l'lre e[fective date of lhis AgieeDrent is the earliest elfective date of any Enrollment entered rnto under this Agreernent or lhe date Microsott accepls lhis Agreenrent, whichever is earlier.
This Agreement consists ol (1) these Agreement lerms and condilions, inclLrding any arnendrienls and lhe sigrralure lorm arld all atlachnrer)ts iderrlrlied the[ern, (2) lhe Pro(i',rct Terms applicable to Products licensecl under this Agreernelrl, (3) the Online Services Terms. (4) ar)y Alriliale Enrollmenl enlered into xnder thrs Agreement, an(l (5) any orcler subortled under this AOrcement.
Please note: Doc rnents relerenced in thrs Agreemenl but not attache(l to the signalur€ Form nray be fou nd at !.1!!o./,,\,r'ww rnicrosolt.corn/hcerrsin4/con(racts and are incorpofate(l in lhrs Agreement l)y reference, including the Product Teflns and Use Rights. Tliese documenls may contain additional terms and conditions tor Prodtrcls licensed undet lhis Agreemenl and rnay be changecl lronr lime to tri\'re Customer shorrl(l review such documents caref(lly, bolh at lhe time of signrng arkl peraodically llrerealler, aod lully ur'r(lerstand allteins and conditions applicable to Producls lrcensed Terms and Conditions
1. Definitions.
"Affiliate" rneans
a. wrth regard to CLrstor)1er.
(l) ar)y government agency, delrrtnenl, otfice, instrumerltality, drvasaon, ur)it of other enlrty ol the slate or local govern.rienl lhat is supervised by or is Dart oF Custorner. or vrrich srrpervises Custoorer or ol which Custonrer is a part. or v/hich rs !ndet 60mmon supervisron r,,/ iilt CustOmer:
(ii) any county. borough. commonweallh, cily. m0nicipali[y, lorvn, lownship. specisl purpose distr-rcl, or other similar type ol governmental inslrunrentality established by the laws of Cuslomers state and localed v,/ithin Customer's state iurisdiction and geographic boundaries: and
(iii) any olher entity in Custonre'r's stete expressly aulhorized by the laws of Cuslomels stale lo purchase Lrnder slale cor)tracls; provided that a slate and rls Atliliates shall nol, for pr,uposos o[ this defioition, be consi(le.ed to be Affilaates of the federal governnlenl arrd its Affiliates; and
b. w;th regard 1o Nricrosofl. any letgal entily thal Microsott owns, tl'rat owns Microsoll, or that is under common ownership urilh t icrosofl.
"Custorr]er' means the legalenlily that hos entered inlo lhis Agreemenlwitlr Microsoft "Customer Data" means alldala incltrOing Jll fexf, sound, toltware, image, or video files lhat are provicie(i to lvlicrosoft by. or on behall ot. an Enrolled Affilste and ils Aftiliates through use of Onli.re Services. 'day" mearrs a calendar day, except lor relerences thal specifv "busioess day' 'Enrolled Alliliate'rneans an er)lily, eilher Cuslorner or any one oF Custo els Afiiliates lhal has e[tered lnto an Enrollment under lhis AgreBrnent.
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 161 ''Errrollmeot" means lhe docurnenl that an Enrolled Afliliste subnrils under lhis Agreemenl to Flace orders for Fro(lucts
'Enterprise' means an Enrolled Alfiliale and thB Allliates for which il is responsible an(l chooses o its tnrollmenl lo inc[tde i. its enlerprrse.
'Fixes' rnearrs Prodocl frxes, rnoclilications I or enhancements, or their derivalives, thal Microsofl either releases ger)eratly (such as Producl servrce'packs) or proYides lo Cuslomer lo add ress a s0ecific issue. ''License" rnearls (he right to download. instill. access an(l use a Product. For cerlain Products, a Lrcense rnay lre available on a fixed tern't or subscriplion basis ("Subscription License"), Licenses lor Online Services will be col|sidered Subscription Licerrses.
'Nlicrosoft" nreans tl're Microsoft Affiliale that has entered inlo tlris Agreemenl or an Enrollnrent and ils Attiliates. as approf)riale.
"OnIne Services" rreans the Microsoit-hostJcl servkes ide[lified as Online Services in tt]e Prod\Et Terms. "Online Services Te r'rs'nrearls ttre a<lcltiJnal terms that apply to Customefs use of Online Services DUblishe(l on lhc Voluole l-,censrng Srte an(l rrp(lale(l trorr lirne lo tinr6 "Product'means all products ldentified in the Prod\(l Te n!i. s(,cl'r as all Soflware, online Services ancl ollrer well-based services, including pre-release or bela versions. "Producl Terms'nteans lhe (locurnenl lhal piovides infoonation about Microsolt Producls ancl Prolessional Services arailable lhrouglr vokrnre licensing. The ProdLrcl Terms documenl is putrlistreal on lhe Volunre Licensing Site ancj is updaled.frorn trne to time
"SLA" nreans Service LevelAgreernent. lirhiCh speclfies the minin)Lrm seruice level for Online Services an(l ls publishpd on the Volume Licensing Site.
''Software' nleans lice^sed copies oF lllicrosdlt soflware ideDtified on the Producl Terms. Soltware does nol include Online ServiDes, but Sollware nray be fiarrl ol an Online Service ,Sottlvare Assurance" is an ofterinll by Microsoft that provides new version rights afld olher benelits for prodLEts as furlher (iescribed in the ProdtrciTerffs.
'l ra(le Secrel' nreans informalion thal is noi generally knolvn ot.eadily ascerlainable to the public, has economc value as a resLrll, and has been subject to reaso[abl€ sleps Lrnder thc ciriumslances lo mainlain rts secrecy
' use" or "run' means lo copy, install, rrse. access. drsplay, run or olher\trse irt€Iacl. ''Use Rights m€ons lhe use rigl'rls or leflns of service for eaclr Product pllblished on llre Volurre Licensing Sile and updated From lirne lo tirne The Use Rig hts s! persede t he lernrs of any end user license agreement that acconrpanies a Producl. The Use Righl.i far Sofhvare are published by Microsotl ir1 the ProtluDt l enlrs The Use Rights for Orlhne Services are published in the Online Services Terms. ,Vol('nleLicensin!sile,lrlean5@orasuccesSorsile
2. How the Enterprise program works
Ge[eral. 'fhe Enlerpnse pro0rrrn consisls ol the le(ns 6nd coDdilions on which an Enrolle(l Affiliate 'nay ac(luire Product Licenses. Un(ler lhe Enterl)rise program, Cuslonrer and ils Affrltates ln.iy order LiceDses for Prodr,cls by enterng iDto Errrollrnenls Err(}llDrents. The Enterprise prograrn givea CustorDer and,ro. its Atliliates the al)ility to €nler anlo oi]e or more Enrollnrenls lo order Pro(lucts. Subscription Enrollments may be available for some ol lhese Enrol[nents. Nolv/ithslanding any other provision ot this Agreemenl, only Enrolled Affiliates identitied in a'n Enrollmenl rvill be responsihle lor conplying wilh the terns of lhal Enrollnrent. inclDdin(t lhe lerms ol llrs Agreement rncorpor.lted by relererrce in that Enrollnrenl
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LiceDses. The types ol Licenses available are ll) Licenses ohlained u der Sof(!./afe Assurance (L&$A). a d (2) Sr$icri,llion Lrcenses These Liccnse types, as well as addilional License Type6. are further desciibed in lhe Product List.
3. Licenses far Products.
License Grant. [,licrosoft grar)ls ll)e Enlerprise a non-exchtsive, v]orldwide and limited fight to do,.,rnload, install and use soltware Products, and lo access and use the Online Services, each in the quantity ordere(l under an Er)rollment The righls glanled are subject lo lile lerms of lhis Agreenrent, the Use Rights an.l the ProdrJcl Terms. Microsoll reserves all rghts nol expressly granleil in this Agreerhent.
Ouration of Licenses. Subscriplion Licenses and rnost SofLware Assurar'rce rights are ternporary ond expire ,lhen thd applcable Enrollnrent is terminated or expires, uflless the Enrolled Afliliate erercises a buy-oIt option. which is available lor sorlle SUbsclplion Licenses.
Except as otherwise noled ill tl]e applical)le Eflrollmenl ( Use Rights, all other l.icenser becorne perpetual only r,rhen all paynrents lor that License lrave lleen nrade and lhe initial Enrollment lefln has expired.
Al)pIcable Use Righls.
(i) Prod(cts(otherthanOnlirieServlces).'l'heUseRiqhlsineflectorrlheelfectivedateo, the applicable Enrollment ternr r..,/ill apply lo Enterprise's use of the verslon ol each Producl thal is currenl el the time. For luture versionr and new Producls. the Use Rights in effect rvhen those versions and Prodrrcts are firsl released wlll apply Changes Microsoll makes to the Use Rights for a partiiular version will nol apply unless tlre Enrolled Afliliate chooses lo have lhoee changes apply. The Use Rights applicable lD perpeiual Licenses lhal were acqulred rinder a previous agreement or Enrollment are deleflnined tly lhe Agreernent or Enrollment Under whrch they were acquired Reoewal oF Soltware Assurance does rrol clrange which Use Rights apply to lhose Licenses.
{ll) Online Scrvices For Online bervrces. the Use Rights in ef[ect on the subscription siad (late \ryill apply for lhe subscription term as defir]ed in lhe Producl Tern)s Downgra(le rights. Enrolled Afiiliate Inay !,se ar r e arlier ver siot) of a P,odUci other lhall Online Servires than the version lhat is crrrrent on the eflective {lale of th€ Enrollmenl. For Licenses acqurre(l in lhe co.renl Enrolheht term, the Use Rights for lh€ currenl versiorr apply lo lhe use of tlre ea.lier version. lfthe earlier Pro(lucl versiorr includes lealures that are nol in ltre nev/ versror, then the LJse Righls applicahle lo the earlier version apply wiih respect to those fealures.
NevJ Versiorr Rlghts undcr Sollware Assurancc. Entolled A[filiale rnusl order and marntain conlinuous Software Assr,rrance boverage for each License ordered With Soflware Assurance coverage, Erlterprise autornaticailly has the riglrt to use a nelv version of a licensed Product as soon as it is released, even rf EnioLled Affilale chooses r)ol lo rrse tl)e ne\d version immedialely I
li) Except as olherwise Derrnittbd under an Enrollmenl, use ol the new version will besubjecl lo the new veEion's use Riglrts.
(i,) ll the Licerlse lor the earlier vefsion of the Prodrrct is perpetual at lhe lime the new ver$ion is released, the Liceose for the new version will also be perpetual. P€Detoal Lrcenses oblained throLrgh Sofl$a.e Assurance replace any perpelual l-icenses for lhe earlier verslon.
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l-iconse conf irmation. Th{s Agreement the applicsble Enrollment, Enrolled Affiliale s olIler confirnalion, and any doc!mentaltoD evidencing transiers ol perpelual Licenses. logelher v/ilh prool ol lr6yrr)er)1. vill l)e Enrolled nffiliate's evidence af all l-icenses oblaineci !nder .in Enrollnrent
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 163 4 (1. Reorganizations, corlsolidatlons aDd privntizations, li the number o, tice ses covered by an Enrollmenl changes try rnore lhan len t)ercenl as a result of (1i a reorganization, consolidaliorr or privalizatio,i ot ar) entity o. an oDeralirg division, (2) a privalzation ol an Alfiliale or an operating division ol Enrolled Alliliale or anV of its AfFlliates. or (3) a co solidation including a rnerger v,/ilh a third party thal has an existing aqreemenl or Enrollmenl. MicrosDft will lvorl( with Enrolled A(iliate in good faitlr to delernine how to accomrnodate its changed circumstances in lhe cortexl of ihis Agreenr€nt.
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Making copies of Products and re-imaging rights.
a. Gcneral. Errrolled nffiliate rnay nrake as rrany copies ol Producls, as il needs lo distritlute lhem vr'ithirr the EnlerprisB CoPiss mus.l be trtre and complele (inchrding copyright and lradenrark nolices) tronr nraster copies oblained kom a Microsoft approved lulfillnr€nt soUrce Enrolled Affiliale may use a third party to nrake these copies, but Enrolled Afllliate agrees it $/ill be responsible for any third party's actions. Enrolled Afliliste agre es to make reasooable elforls to nolrly rls errployees, agenli. al.ld any olher individuals vrho use tlre Pro(lucts that the Pro(lucts sre licensed lronr Micrbsolt and subjecl to lhe lerms of lhis ngreenrent. b. Copies for t(aining/eval(ration and back-lrD. For all l)roducts olher than Online Services.
Enrolled Affiliate rnay: (1) use (rp to 20 complimer)la,y copies of ani/ licensed Producl ir a dedicated lrairrlng facility on its premises for purposes of training on llrat padicular ProdLrcl, (2) use up 10 10 conlplinlentary copies of any Producls lor a 60-day eva[tation period, and (3) Use elle cornpimenlary copy ot anv licensed Producl for back-up or archival purposes lor each of its dislinct geagraphic locations. Trials for Online Services may be 6vailable if specilied irr lhe Use Righls
Right to re-image, ln certara cases, re-irnagirrg is penralled using the Product media lf the tulicrosolt Producl is licensed ('l) fronr ao original equipment manufacturer (OEM), (2) as a full pa.kaged Pro(luct llrrouolr a relail source. or (3) un(ler arrother lvlicrosoft program, tlten medaa provi(led ur'lder this Agreeoentlrnay generally be used to creale irnages tor use n place ol co|ies provide(l lhrough that separale source. This right is cooditicxral rrpon the follov/ir]g:
(i) Separate Lirenses nrusl be acquired fronr lhe separale source for each Product lhat is reimaged. (ii) The Plodlrct. lanouag€, versron, and componenls of the copies rna(le rnusl be identical lo l)re Pro(luct, langlrage. version, and all cornponents of lhe copies tlley replace an(l the flurrher ol copies or inslances of lhe re-nnaged Product permitled renlains lhe same. (iii) Ercept lor copies ot an opelrating systern and copies ol Products licensed urder anolher i.Iicrosoft program, the Pro(lucl type (e (t.. UPgrade or full License) re-inraged rnusl he identical to the Producl lype license(l lro,n the separale source. (iv) Enrollcd Affihate musl adhere lo any Pr odrct-specrfic processes or reqorremenls for re" imaSing i(lenlilied in lhe Pro(lucl Terms.
Re-imaged Pro(lucts remain subject lo the te,ms arrd use righls ot the License acquire(l fronr the seDarale source This sullsection does nol cre€te or exlend 3ny l\/licrosolt warlanty or support obligatiorl
Transferring and reassigning Licenses.
a. Liccnso t(arsfers. License lrahsters are not per.nillecl, ercepl tlrat C$stomer or an Enro led Alfiliate may lransfer only fully-praid perpelual l-icenses tol (i) an AFliliate, or
(ii) a thircl party solely n colnerlion willr the transfer ol hard!,/are or enrployees lo wholl't lhe Licenses have been assioned as parlof (A) a privalizalio[ of an Atfiliale or agei]cy or ol an !^201{i/1l(US)SLG(El'lct(Nor20 I 0}
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 164 operaling clrvision ol Enlolled Af, lale or an Affiliate. (B) a reorganization or (C) a consqlidation. I
Upon srrch trar]sfer, Cuslorrer'pr Enrolled Alfiliale must uninstall and discontirtlte osirtg the li(:errsed Prodtrcl and render ani copres unusable
b. Notlricatio ll ol LlceDse T rar rstcr. Errrolled nfliliate rnust nolify Microsofl of a Lrcense lransler by cornpleling a license' transfer fornr, which can be oblained fron) hlto://ww/J tlicrosoll.corr/litensirrq/riorlrfl cls and sending lhe con)l)leted loror lo Microsotl llelore tlle LlcensE transfer. No License lransFer lvrll be valid (rnless Enrolleai Atliliale plovrdes lo llre lransFeree, ard lhe transleree accepts ir'r rvliting, documents sufficient io enal)le lhe transferee to ascertair the sr;ope. putpose and limitations of lhe rights grantecl by i/icrosofl under lhe licenses beino transferred (includingthe applicable Use Rights, use and transfer reslriclions. warrarrties and lirnitalions ol liatlility) Any License transler nol rnade irr corrpliance ,r,/ilh this section,,villbe void
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lnternal Assigurrenl ol Licenses and Software Assurarce. Licenses and Software Assurance mr.,st be assigned to a single user or device withi.r the Enterprlse Licenses and Softy/are Assurance may be reassigned within lhe Enlerprlse as desc/ibed rn lhe Use Righls c
6 Term and termination.
a. Ter[r. The lefln of this Agreenrdnl rvill b e 36 lu ll calendar n]onllrs fron.i lhe efFective dale uDless terminaled by erther parly as describeci below. Each Enrolln]ent will l]ave the lelnr provided in lhat Enrollnrenl
b. Termlnatio without caIse. Either party n] ay terminate this Agreen]ent, ,.vilhout caus e, upon 60 days'written rrolice. ln the ei/eol of lernrination, new Enrollmenls vrill not he accented, b t any exisllng Enrollrnent lvill continue tor the tsrm of suEh Enrollmenl arrd will continue to l)e governed by llris Agleernent.
c, Mid-to(D tefinlnatlon for non.hppropriatiorr of Fu[(ls. Enrolled Afhliate nlay terminate thrg ngreemenl or an Enrollnent vrilhout liabilily. Fenalty or ludher obligalion lo rnake payl'lenls if lunds lo rnake paymenls under the Agreement o. Enrollmenl are not approprialed or allocilled by the Enrolled nffiliate for such purpose.
(1. Terminatiorr for cause. Wilhout limiling any olher rernedies it nray have, elther pa.ty rnay ternriDate an Enrollmenl it th€i olh€r party nralerially brEerches ils obliSations under this Agreement, including any obligation lo submrtorders or pay rnvoices. E xcept v',lrere the breach is try ils nature nol culable wilhin 30 days, lhe terrninaling parly rntrsl give the other party 30 days'ootice of its intenl to terminate and an opportunily to cure the breaclr ll Ulicrosofl qrves such nolace lo an Enrolled Affiliale, Microsott also wll give CLtslon'ter a copy o, lhal nolic€ and Cuslonrer adrees to help resolve the breach. lt lhe breach aFlects other Enrollnlenls and cannot be resolved bety,/een Microsoft and Enrolled Affllaale. togelher w(h Customer's help, vJilhin a reasonable period of lime, tulicrosoll may ternrinale this Ag.eement and all Enrollnrenls Under it. ll an Enrolled Affiliale ceases to be Custorner's Alfiliate, it r USt pronrplly noliFy hlicrosof(, and lVlicrosoft nray terminat€ the former Affiliate's Enrollmellt lf arr Enrolled Affiliate lelninates its Eorol[nenl as a result ol a l]reaclt lly Microsolt, or if Microsofl lernrinates an Erlrollmenl because Enrolled Affiliale ceases to be Cuslomels Afiiliale, then Enrolled Afiiliale will ha',/e the e;rly ternrinalion rights desclibed in the Enrollnrenl. e. Early teflnination. lf {1)an Enrolled Afliliate teflninales its Enrolln'}ent as a resull of a breach by Microsofl, or (2) il lricrosoft telminates an Enrollmerrl becalse the Enlolled AFfiliate has ceased to be irn Altiliate ol Cuslorner, or (3) Enrolled Affiliate lernlinates an Enrollmenl foI no)- approfjrialion of funds, or (4) Microsolt lerminales an EilrolInent for norl-payment due lo nonappropriation ol iunds. then lhe Enrolled Affiliate wrlllrave lhe lollowing oplior)s:
(l) lt may irnnrediately pay the iolal renraining amounl due. inchrdiog all insl!llrnenls, i v,/l)ich case. lhe Enrolled Affiliate wrll have perpetual righls lor all Licenses il has ordere{l; or EA?{) | n^ltr( U S):i Lri lef'l L{i [nlD!/20 Ii-1) Patl.r5ofll Dn,rxnern x20 l020il
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 165 {li} lt rray pay only 6mounts due as ol lhe le[mination clate, in whach case lhe Enrolled Afliliate rrill have perpelrral l-iceoses for:
'l) all copies ot Products (lncluding the latest version of Products ordered under SA coverage in llre current terrn) For which paynent has been made in full, and 2) the number of copies of Producls it has ordered (inclrding lhe lalesl ve(sion of Producls ordered under Soflrryare Assurance coverage in crrrrenl lerm) lhal is proportional to lhe totalbf installment frayrrents pai(l versus tolal amounls due (paid and payable) if the early termination hacl not occurred (iii) ln lhe case ot early leflnination under sutrscription EDrollments, Enrolled Affiliale wlll have the following oplons: r
1) For eligible Producls, Eirolled AFfiliate may obtair] perpetual Licenses as describerl in the seclion of lhe Enrollmenl titled "Buy.oul oplron." provided that tulicrosofl leceives the l)(ry-oul order for lhbse Licenscs wilhin 60 days alter Enrolled nffiliale ptovides rrclice of leflninalion.
2) ln lhe eve.t of a b.each t,y Mic(osofl, il Customer cl)ooses nol to exercise a bLly-out aplion. l,4icrosolt will issue Enrolled Aflilaite a credit for any amount paid in advance for Subscnplion Licenses lhat lhe Enterprise wall not be able to use to do lhe !ernlination or lhe Enrollinent.
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Ilothing in this section sltall aflecl perpetual License rights ac(llired eilher in a separale agreern€nl or rn a prlor lerol oF the l€lrrit]aled Entolltner]l Elfect of tcrminatlon or expirailon. \l/herr arr en/ollmerrl expires or is teoninaled, {i) Enrolled AIfiIaie must orderrLicenses for all copies of Pro(lucls il has nrn for which rt has Dol p,eviously subnrilted arr brder Any and all unpaid payments lor any orde. ol any kilrcl rernain due and f,ayable. Excepl as provided ir lhe subsection titled "Early lermination," all unpaid pa!,menls for Licenses immediately become due and paVable, (ii) Enrolled Affrliale's riglrt to Softvare Assurance banelils under lhis Agreement encls iF it does nol renew Soflware Assurance
g. Modlflcatlon or lerminatlon of an Onllne Service tor rcgulatory reasons- fulicrosofi iiray rnodily or leiminale an Online Service L./here lltere is any cLrrrent or iuture governnrenl requirenrent or obl€ation thal; l(l) subiecls tlicrosofl to anv regulataoit or requirenlent not generally applicable lo businesses operaling in lhe jurisdiction; (2) presents a hardslrip for lvlicrosoft lo continLre operating the Online Service wilhout ntodification; a|rd/or (3) causes l acrosoft to believe lhese lerms or the Online Service may contlicl with any suctl requirement or obligation.
ll. Prograrn updates. Ilricrosolt nray n]ake changes lo this Irogram lhal will make it necessary for Cu$lomer and its Erlrolled Aflili6les to er]ler inlo r]ew agreemerlts and Enrollments al lhe time of an Erlrollntent rerEwal
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lJse, ownership, rights, arld restrictions.
a. Prorlllcls. lJrrless olherwrse spectlied in a slpplen]ental agreement use of any Product is governcd by thc Use Rrghls sdecilic to eacl' Pro(i{cl ard version End bv lhe terrns ol lhe applicable supplenrenlal agreenienl.
b. Faxes. Each Frx is licerlsed un(ler the sgnre ternts as lhe Pro(luct lo wlliclr it applies lf a Fix is not provided for o sDecilir: ProdLict. snv use rigltts tulicrosoll provides wilh the Fix \r/ill apply c. Non-[Vlicrosoft sortware sr]d lechnology, Enrolled Affiliale is sol<:lt, responsible tor ar\y nonl\/licrosotl soflware or l€chnology that it inslalls or uses,../ith tlte Prod,Jcts or Fixes {:A 2D l6A(l lLrSlSLClttlG)lNov2L\161 Pa.lc6o,il
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 166 d. Restrictions. Enrolled nffilal€ mrlst hot (and is rror licensed to) (1) reverse engineer, deconrpile, or disassemDle any Producl or Fix. (2) ins{all or use norr-Micrqsofl sollv/are o. technology in any way that would subjecl [,licrasoft s inlelleclual properly or technology lo any olher license l-erms, or (3) work aroLr^(l uny techrrcal |rnilaiions in a P(ocluct or Fix or restrictions in Producl docurnenlation. Custorner must not (and is not licensed toJ () separate and run parrls ol a Paoducl or Fix on firore than one device, upgrade or clorvngracie parts ol a Product or Fix aL di(ferent times, or lransfer porls of a Product or Fix separately: or (ii) dislribute, sLrblicense, re,rt, lease, lBnd ani Prodtrcls or Fi:{es n'r whole Dr i|l Dall, o. use thern tD olll'r lrosting services to a tlrird parly.;
e. Reservatiorr of rights. Produ,;is and Frxes are protected by copyrighl and other intelleclual propeny righls laws and inlerdational treaties. ilicrosofl reserves all rights not expressly granted ifl [his agreemenl. l.lo rights,,villbe granted or rnplied by v.,aiver or esloppel Rigl'lts lo access or use Soltware on a ilevice do not give Cuslomer any righl lo imfilemenl l,ricrosaft l)otenls o/ ollrer tricr()soll intellectual prope{y in lhe clevice ilself or in an,/ olher sollware or devrces
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8. Confidentiality.
''Cor)fider)lial lrrforrnalion' is non-public infornation lhat is desigrrated 'confidenlial" or that a reasonable person sho{rld understan(l is conli(lential, including Custorner Dala. Confidential lrfoflnation does nol inclrrle infor ation thal (a) becomes publicly a,./ailable u/ilhoul a breach ol ihis agree.rent. (b) lhe receivrng pa(y recerved lav/lrrlly frorn anolhsr source withorl a confldenliality obllgalion, (c) is independenlly developed, or (dj is a cornrnenl or suggestion volunteered aboul lhe oihel parly's Dusiness producls or serv ces.
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Each parly v,?illtake reasonable sleps to prolect lhe other's Confidenlial lnfornralion and v,iill use the other porty's Confidential lnformalion only for purpo$es ol the parties btisioess relalionship. Neilher party will disclose lhal Confidenlial lnronnation lo lhird parties, excepl lC} ils employees. Affiliales. colllractors, advisors and cor'\sultants (' R epresenlalives") and then only olr a need-to-kn(lw l)asis under nordisclosrrre ablgalions at leasl as prolective as thrs agreemerlt. Erch pany rernaxls responsible for lhe use ol the Conliclential lnf'lrnatian by its Represenlatives and, in the e,renl of discovery o[ any rrflautl)orized use or cjisclosure, rnust p[omplly notity the other party.
A party nray disclose lhe othe.'s Confidenlral lrrforlnation if required by law; bul only alter it notilies lhe othsr party (if le!,ally pernrissiSle) to enable the other pirrty lg seek a prolectrve orde.
Neither porly rs re(tuired lo restrict work assibnments of its Represenlatives vJho have had access lo Confidential ln[ornrirtion Each party agrees thai the use o, informalion relaiDed in Rep(esentatives' Lrnaided rnenrcries in the devolopment or deployrnent ol lhe parties' respeclive 0roducls or servic€s does not create liabiny under llris Agreen'rer)t or trade secret larv, and each parly agrees lo linrit whal it (liscloses lo tlre otner accordir)glv.
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These obliqalion: apply (i) for Crrslomer Dala rrntrl rl rs (ieleted frorn lhe Oiline Serlr'ices and {ii) for all other ConFidenlial lnformalion. lor a period oI llve years atler a party receives the Confidential lnfornralion.
9. Privacy and compliance iitn u*".
a. Enrolled Affiliate conserrls to the processir'rg ol persoIal in foflnatiDn by Microsoft and ils ageDls to tFcilitale lhe subjecl nEtier'of this Agreemenl, Enrolled Aflilrate r'/ill oblairr all requared consents rrom lhird parties un(ler applicable privacy and (lala prolection lavi befofe providing personal inlofi natiorl lo l,,licroson
b. Personal infolmation collected under this agreernent (i) tnay he lrarlslerred, slored and processed in tlrc United Slates or any olher country in which Microso{t or its service provders maintain lacilities aod (ii) ,r/ill be subiecl lo lhe privacy lerms sFecifie(l in the Use Rights l icrosoft will abide tly lhe requirements oF Europeao Economic AIea and Swiss data proteclior) FA?n 10.1U( ll SlSl (i0itlt ;l(tl' $20 liii . PilteTol ll fh.rtr,ro.r Y?r' 1rr2nq
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 167 law !'egar i'rg the colleclior), use, transler, relention, and olher ptocessirrg of pe(sonal clala frun llre Euronean Ernrromic Aiea and Switzerlirnd.
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U,S. export. Productsand Fixesare sublectloU.S. ei(porljurisdiction. Enrolled At{iliate musl comply with all apPlicallle in,lernational and national la\,,/s, including lhe u.S. Eyporl Adnrrnisiration Reg[latiDns and lnlernattonal Traflrc in nrms Regulations. and end,USe., en(l use and deslination reslricllons issued by U S. and olher goverfrnents relaled to fulicrosofl producls, services and lechnologies
10. Warranties.
a Lirrritecl warranties an(l rernedies.
(i) Software. lvlicrosoll warraAts that each versaon ol the Soth,rare v/ill pedonn s[bstantially as described in lhe applicable Prod(rct docun'rentation lor one year fronr the date the Enterprise is firsl license(l,lor lhat version ll il does nol and lhe Enlerprise nolifies lvlicrosolt $ithin lhe v,/arranty lenr llten tulicrosofl will. at its oplion ('1) return lhe price Enrolled nlfiliate pai.l For the Soitlvare license, or (2) re0air or replace lhe Software (ii) Online Services. lvlicrosoli warrarrts lhat eaclr Olrlrne Service will pedolr in accordance wllh the spplicable SLA clrrring the E lerprise's use. TIle Enlerprise's fentedies For breacl] of ihrs warranty .rre in the SLA.
Tlre refredies abov€ arc lh6 Erlterprise's sole r€tnedies ,ot brEach ol the vralanties in lhis seclion Custorner wirives any br each ol yr'arranty clainrs nol made d uring lhe warranty period b. Excltrsions. The lyarranties in this agreement do not apply lo probletrrs causL.d by accident, abuse, or use r'r a l,t]anner irrcor'tsis(enl with lhis Ag[eernenl, including failure to rneet n]inimum syslem le(luirernents. Theserwananlies (io oot apply to tree, lrial, pre-release, or beti, DroduEls, or to conrponenls of Products that Enrolled AFliliale is permitted to redislribt e. c. Disclaimer. Except for lhe'lirnite(l warranties at)ove, Microsoft provides no other warrarties or condltions atid disclaitns a y other express, intplied, or statutoty y,/arrnnties, including lvarrantles ot quality. litle. non-infringement, nrerchantability, al|d fitness ,or a paflicular purpose.
1 1 . Defense of third party claims.
The parties will d'ltend each other against the third-party clainrs (lescribed in lhis seclion and will pay the an]ouol ol any resulting adverse frnal lndgrient or apFroved settlement, but only if the delending Darty is pronrplly notified in ,,,.rritin.q ol (he claim ancl lias the risht to conlrol tlre defense and any settlernenl of it. The pa(y being deFended nrust provide the deterrding pany rvith all requesled assistance. rnlormalron, and aulhority. The rlefending party 'r'lill reiml)urse the olhe. party for re.3son;ble oul-o[-pockel exf,eoses it incurs ir'r providing assislance This section describes the parties' sole remedies and ent ire liability for such claims a. By Microsoft- Microsolt will defend Enrolled Alfiliale againsl any third-party clainr to lh e extenl il alleges thal a Prod!rct or Fix rnade available by fvlicrosof( for a fee and used wi(hrr\ the $cope o[ tl']e license granled (unmodifie(l from the fornr provrded by Microsolt and nol conlbined wilh aoylhirg else) rrrsappropriates a trade secrel or directly inlringes a patent, copyrighl, lrademark orolher proprielary rightof a third parly. lf Microsoft is uoable to resolve a clairn of infringenrellt under con]rDercially reasonable lerms, il may, at ils option. eilher (.tJ rnodiFy or leplace lhe Pro(lucl o Fix wilh a lunclional equivalent; or 12) ternrinale Enrolled Affiliate's license and relirnd any prepaid licBnse lees (less depreciation on a five-yea., straighlline basis) for perpelual licenses and any amount paid for Online Ser,,/ices for any usage D€riod aller the lenninalion dale l,.4,crosotl r,/rll not be ltable for an y c lahrs or damages dUe to Enrolled Affiliate's contrnued use o[ a Protlucl or Frx alter being nolrfied lo stop due to a third,parly clain']. h. By Enrolled Aftiliate. 'lo lhe exlent permilted by apl)licable law, Enrolled Affiliate !,lill defend i,ilicrosoll agarnst any lhird-pat1y claini lo lhe exlent it alleges that: (1) any Custon]er Data or I
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 168 non-Microsoft sotlware hosted in an Online Service by Microson on Enrolled Affiliale's behall misappropriates a lrade secrel or directly intringes a patent, copyright. lradernai(, or olhet proprielary righl of a thild par1y, or (2) Enrolled Affiliate s Lrse of any Protlttcl or Fix, alone or an combinatior lrilh anylhing else. violales the 1a,.,,/ or damages a lhird parly
12. Limitation of liability,
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For each P.oducl each parly s r)'ra ximunr, a jg re gate Iahrlrty t o the olher uflder llr is Agreerrer]l is I rniled to direcl danlages tinally awarded in ar'r amounl uot lo exceed lhe amoullts Enrolled A,frliate was required to pay for lhe appli.rable Products during lhetlern ot this Ag.eemenl, sulrjecl lo lhe following. a. online Sorvaces. For Onllne Services, l\,I,crosoft's maxirnr.rrn liahilily to Enrolled n ffiliate for any in,iide l givi[g rise tc a clairh will nol exceed llre amount Enrolle(l Alfiliate paid lor lhe Ontine Servtce ctLrrino the 12 months betore the inci(ient. b. Free Products and Distrihutatilo Code, For Producls provicled free of charoe and code that Enrolle(l Alfiliate is aull)orized lo redistrib(le lo lhird parties wllhoul separale paymenl to I\,ticrosolt, Mioosott's lialrility is limited lo direct darnages firally awardecl up lo US55,000. c. Excl.lslons. ln no everrt will either parly lre liable lor ndirect, incidenlal, special. punitive, or consequential damaqes, or fot'loss o, !se, loss of business inlotnalion, loss ol tevenue, ot interruption ot business, howevdr caused or on any theory ol liobility. (1. Exceptioas. No lirnitation or exblusions ,.?rll apply to liability arising o ut of either partys (1) conlidentiality obligations (except for all liability related to Cuslo[']er Data, \4hich wrll remairi subjecl lo the limitalions and exclusions above), (2) dcl'ense obligationsi or (3) violalion of the ollrer party's intelleclual property liohts.
13. Verifying compliance.
a, Right (o vcrify compllarrce. Enrolled Allrliale rnust l(eep recor(ls relating to all use and rlistribulbn of Producls by Enrolled Afliliate and its Affaliales ['liffosofl has the right. at rts expense. to the extenl penrlilted by applicable lav/, lo verily con]pliance v{ith the Froduct's license ternrs. Errrolhd ntfiliath rrl]sl plorrrplly provide lhe independenl auclitot witlr any infornrallon tl're audrlor reasonably reqrrcsls in f(lrtherance ol the verificatior, ircluding sccess to syslems running the Products,and evidence ol Licenses tor Producls Enrolled Affiliale lrostn. sLrblicenses, o. (listribules lo lhrrd parties. Enrolled Affiliale agrees to conlplete Microsofl's selt-audrl process, which lvlicrosofl nray requrre as a,r altelrrative to a lhild party audlt h. Rernedles for non.conrpliance. lf verification or self-aLrdit reveals any unlicensed lrse o, distribution. ther! wilhin 30 days'. {1) Enrolled Afiiliale nrust order sufllcienl Licenses to cover lhal use or rlistrib!tion. and I2) if unlicensed use or (listrbuliorr is soli or rrore. Enlolled A,filiale rnusl reimburse lvlicrosolt for the cost Microsoft has incurred in verification ancl acquire the necessary addrtiorlal licel]ses ai,'t l25\n ot the price l.lrased on the lhen'crrrrenl price list and Enrolled Affiliale price lcvel. Thb unlcensed use percent5ge is based on the lotal r)lrmber of licenses purchssed conrpared td actual install base. lf lhere is no unlrcensed use. fulicaosolt !'rill not subject Enrolled Afliliale lo ianother verifacation for al leasl or]e year. By exercising the rights and proce(lures described above, ft4ic.osofl does not waive ils righls to enlorce this ng[eerner)l or to plolect its intellectual properly by any otlre, n]eaos permiltecl by law. c. Veiification process. Urcrosofl will nolily Enrolled Afliliate al least 30 days tn ad'/ance of its intent to veriFy Enrolled Alfiliate's conrpliance !,,/ith the licellse leflns For lhe Ploducls Enrolled Alfiliate and ils Atfiliates use or distrillute. tulrcrosoFl willengage an independenl audrlo., which vr'ill be subject to.r conlidenlialily obligalion. A,ry xrformatioD collected in the self-audit wlll l)e usecl solely lol purposes of clelerDinirls conlpliancc. Thrs verification will lake place during nor,nal husiness llours and in a manner llEl does not interlcrc unreasonably with E rolled Affiliate s operatiors
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 169
14. Miscellaneous
a. Use ol con tractors. Microeolt riray use contractors to perform seNices, bLrlwrllbe responsible for their pedornrance subi€ct to lh€ lerns of lhis Agreenreol lr. Microsolt as ,rrdependenl coltrr"tol.. The p.rrlies are independent cont.actors En,olle(l nfliliate and Microsott each rnav develop l)roducls independently,,vilhout using tho otheas Conlidenlial lnlonrralion
c. Nolices. Nolices lo l"4rcrosoft nrlstbc senl lo llrc address on (he signalrrre f orn I Notices mirst he in wriling and will be lreated as (lelivered on lhe date sho\,n on the relurn receipl or on the cou.ier or lax conlinnation ol delivery. lrlic(osoft rnay provkie information to Enrolled Affiliate atJoLrl upcomiog ordering deadlines. services, ar)d sullscrjption information rn eleclmrrlc lorm, inclLrding by emajl to contacls provided by Enrolled Aftiliale. Enrails will l)e lrealed as (lelivered on lhe transmission date.
(1. Agrccrncnl not exclusivs. Clrslon]er is free to enter into agre€nrenls lo license. use or promole non-Microsof t products
e. Anle[drnenls. Arry arnenclmerit to lhis A!reemenl m(lst be executed by botlr parlies. except thal l\,licrosofl may clrange lhd Proclucl Terms and lhe Use Righls frorn lirne to tirne h1 accordance \,,,ilh llre teflns ol lhis Agreernenl. Any conflic(i||g terms aod condilions conlained in an Enrolled Afliliate's purchasL oder will not apfjly. Microsofl may require CUsloiner to sign a ne!,r aq.eemenlor an arrencl)rent belore ar Enrolled nfhliate enters inlo an Enrollrnenl undeJ this agreenrenl. r
f. Asslgrrlnent. Eitherparly rnay assrgn lhis Ag.esrnenl 10 an Affilial€. but musl notify the olher pa(y in writing-of the assignnreht. Any olher proposed assignmenl rnusl be approved by t[e non-assiqning pady in writing. Assignrnenl r'llllllql relieve lhe assigning p"rty ol its obligations Under tlre assigned agreement Any attempterl assignment ,,villroLll required apDroval will be void
!r. ADpllcable lawi disp(te resolltio[. TIle lernrs ol this Agreenlenl v,rll be governed hy lhe lav,/s ol Cuslorner's stale. without giving effecl to rts confftct of laws- Displtes relaling to lhis Agreemonl will be subiect lo applicable dispule ,€solulion laws of Custo[)er's stale. h. Sevetability. llany pro,,/rsron rn this agreernenl is held loUe urlenlorceable, tl)e balance of the igreerne,rl !,\,rllremain rn full force.lnd ef'ecl
i. Waiver. Failu.e to enfarce any'lrrovision of tlris agreer]rent will lrot conslilute a warver. Any waiver musl be in \(riting and signecl l)y lhe warving party. j. No thlrd.parly be eflclarles. This ngreement (lDes not cfeale any third.party beneficiary rights.
k. S(rvival. All paovrsions sutuive terminaliorr or expiralion of lhis Agreerreot except those re(luirirlg perfornEnce only during tlre ternr of the ngreement, l. Managemcnt and Ref,ortlng. iustomer and/or Enrolled Afliliale may nranage account details (e.9., contacts orders, Licerlses, sollware doxnloads) on Mkrosoft's Volume Licensiflg Service Cenler
rrcr osoj
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hlt I conr/li ettecli/e date of lhrs A(]reel]renl .c-e!sildse center U pon the axl any Errrollrnenls, lhe contact(s) identified lor lhrs fiurpose ,/ill be provided access 10 this sile and nray sulhorize addrtional users and contacls.
rrr. Order of precedence ln lh e case of a con{licl bel,reen any documents in thrs Agreemenl lhat is nol expressly resolved in lhose docunlenls, their terfi1s will conlrol ar) llre following or(ler Froltr highest lo lowesl priorily: ('1) this Errterl:rise A(lreement, (2) any Enrollment, (3) lhe Procll.lcl Ternls, (4) lhe Online Services Telms, (5) o((lers subn]illed utxlerthis Agreement, and (6) any other docunrents in llris Agreeirenl. Tetms in irn arl]elldtnelll gorlrol over lhe amended docurnenl and any prior ante drnents concerning lhe Same subject maller.
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 170 n. FreeProducts. ll is ftrlicrosofl'S hrtent thal the lernrs ol lhis A0 ree ment a nd the Use Rights be rn corl]plrarEe with all applicable lederal law and regulatiolls. Any free Product providBd to Eorolled Aililale rs for llre sole irse and benefit of rhe Enrolled Alliliale. and is not l)rovided for use lly or personal benefit of anry specific government en]ployee. o. Voluntary Prodtlcl Accessibility Tenlplates. l,rlicrosolt stlppods the goven']r'r'reDl s obligaliDr'l lo p.ovide accessible technologies to its citizens witlr disabililies as required by Section 508 ol lhe Rehabilitation Act ol '1973, aod its stala lavi counlerparls. The Voluntary Prodrrcl Accessil)ilily Tel|rplates ('VPATS') tor llre lJicrosoll techoologies used irr provjdirB tl']e Onlrne Serurces can be found at Microsoft'E VPAT page. Further information regardirrg lvlcrosofl's conrnilmert to accessibility can be found at llltpfhr'..lug,llq9sd].lgl}ElEu9. p. Natoral disaster. hr the evenl of a "natlrr:rl disaster,' lricrosofl rnay provrde addltional assislance or rights by Dostrnq them on lllp:i[{,!4lnricroso{t con) al such lime. q. Copyrighl vlolatio[. ExceFl as set lb(h in tlre secllon above entilled 'Transfering ar]d reassrgnang Lacenses", the Enrolled Afliliate agrees lo t)ay fo. and 6omply,,vith lhe terrns of thr.i Agreenrenl and lhe Use Righls, forlhe Producls ituses. Except totlrB extent Enrolled Alliliale rs licensed urlder llris Agreenli:nl. il lvill be responsible lo[ ils breaclr of lhis conlract and violation ol Microsofl's copyri0hl in lhe Producls, includ ng payrnent Df License fees specilied in lhrs Agreernent lor 0nlicelrsed use.
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 171 fi 'Micrnsoft Volr.rrie I,ic.ensing
supplemental Contact lnformation Forrn
This lollr aDplie$ to: E [,tBsA
lll Agreement
I
Ll Enrollnent,/Af hlrate Registrallon Fofln
lnsert primary errtily name il rnore lhnn one Enrollrnenl/Regislration Fo.nr is submitted
Contact information.
Each party v/ill noiify lhe other in writing if any of the infonnalion in lhe following contact infoflnation page(s) chanqes. The aslerisks (') indicale require(l fields, il lhe entlty cltooses to designale otheI conlacl types, llre sarire required fields rnusl be corhplete(l lor each sectior). By providing contacl inlorn'lalion, enlily consents to its use for purposes of adnrinistering lhe Enrollmenl by lvlicrosofl and othel pa(ies lhat help l,ricrosoft adn'txrisler this Enrollment. The personal inlormation provjdeci in connection with lltis agreer]renl ,.vill be rsed arrd protecle(l aacor(lirrg lo lhe privacy slalenrenl availahle al lrttps iilici. n !!g !l! tajq:-oll.con].
1. Additional notices contact.
'fhis contact teceives all notices tltal are gent from Microsofl No online access is granted to this individual.
Nnrnc ol entity' County of Rrversrde i
Contact nanre': Flrst Regina Last Funderl)urk
Contact erllall address' [email protected]
Slreel ad(lroes'3450 14th Sheet, 4th Floor'
CiLy' Riverside Stalo/Province' California'Postal co(le' 92501-3861 Counlry' USA
Phone'951'955-2265 Fax
D This contacl as a tlrrrcl party (not llre en[ity). \y'/arning: Ihis contacl receives personally iCentifiable informalion of the entjly.
2. Software Assurance manAger.
This contact will receive online permissioh6 lo rnanflge the Sollwa,c Assurafce benetils under tlre Eruollment or Registr alion.
Name of el]tlty' Col lty of Rlvelside
Con(acl narne': Firsl Regina l-ast Fltnderburk
Contact emall add ress' [email protected]
Street address'3450 14th Street.4th Floor,
City'Riverside State,Prov ince' Cali(ornia i Postal code^ 92501-3E61 SlFCorllrcll:1hFo,m(l.lA,l|.|D)(EflG)t(rit?0 I l) l-,roc t df :l Ilris foror can be use(l in combinaliol with NIBSA, Agreerner)1, and Enrolhnent/Registration llowever, a sgparale form musl t)e submrited for each enrollment/reorstralion. \irhen more lhan olre is subnrilled on a signature forrr. For the prrrposes ol Illis form 'entity" can mean lhe signing eotity, Cuslorrier, Enrolied AtfilEte, Goverlfirert Parlner, lrrstit(tron, or olhe/ parly er)lerilg inlo a volurne licensino prograrn agr€gnlent Primary an(l Nolices contacls in this form will nol apply lo enrollmenls or regislrations.
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 172 Collnlry'USA
Phone' 951 -955-2265 Far
fl lhis contact is a third l)arly (not tlle enlity). Warning: Thrs contact receives personally identifiable inforrnaliorl of the entity.
3. Subscriptionsmanager.
This conlacl will assign blsDt!, Expression. and TechNel Plus subscriptiolr licenses to the individual subscfltrers under this Enrollnent or Regislration Assignnrerrt of lhe subscription licenses rs necessary for access to any of lhe online benells, such aE subscriplion downloads. This contacl will also nanage aIy complimentary or additional n']e(lia purclrases related to these subsclptions.
Name of eotity'County of Riverside
Cdntact Ia.ne': First Regirra Lrst Fun(lefburk
Contact emall arldress' RFunderburk@r ivco.orcr
Street a(ldress'3450 14th Slreet.4th Floor
City' Riverside State/Provirlce' California Postal code' 9250l-3861 Country'USA
Phorr€. 951-955-2265 Fax
! This contact is a thircl party (not the eotily) Warning fhis contact receives personally identifiable ir)formation ol the entity
4. Online seruices manager.
This corrtact will be provi(led onlirre perrnissiorrs lo manage the online servicer ordered undef tlre Enrollment or Registralion.
Nallrc ot entity' Counly ot Riverside
Contacl Darnea; First Luis Last Flores
Contact enrail address' [email protected]
Street addr€ss'3450 14llr Slreel,4lh Floor
City' Riverside State/Province' California Poslal code' 92501-3861 Counlry'USA
Phone' 951.955-81 14 Fax
E This contact is a thrrcl parly (l|ol tlre enlily). Wsrning: This conlacl receives personally identiliable information oF the entily.
6. Primary contact informaliotl.
An individual fronl inside tlre organizalion nrusl serve as tlre prinrary contact. This contact reccives online adminislrator permisspns and nray grarlt orlline access to olhers. Tl\is corttacl also receives all nDlices unless ldicrosoFl is provided ',!rillel.l nolice ol a clrange.
Name of ontitv' Countv of Rive16ide
SOC4nleall rloF drn(lJrr. llJOl(l;Nii)iO.lzi) l:l) Pagc 2 or :.1
5. Custorner Support Manager (CSM).
This person is designated as the Custon]er Support l,4anaEer ICSM) for suppon-lelalerl activities Narne ol elltlty'Counly of Riversl(le
Co,rtflct name': First Luis Lasl Flores
Corrtact enrail ad(i ress' [email protected]
Strcct addrcss' 3450 14lh Street, 4th Floor
City'Riverside StatelProvi ce' CaliFornia Postal co(le' 92501.3861 Cou[try'USA
Phofle' 951-955-81'14 Far
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 173 Colllact narnc': Firsl Jirn Last Snrith
Coirtact emiil address' jimsmith@r r,/rg.arg
Slrcet address' 3450 14th Street. 4th Floor
City' Riverside State/Provlnce' CA Postal code' 9250'l-3861 Counlry'US
l)holle' 951 -231-5909 Fax
7. Notices contact and online administrator infomation.
This illdivialuil [eceives online adf)inislrDtor lrcrmissions and rir;Jy grant onlir]e access k) olhers. This contacl alsD receives all notices
El Sanrc a.s /rrnary corlaci
Nanre of entity'
Contacl rrarne*; First Last
Contacl errall address.
Strccl a(l(lress'
Clty" State/Province' Postal code"
Country'
Phone' Fax
ll This contacl is a lhird pany (not lhe enlityi. Warningr This conlacl receives personalty identiliable inlorr]lation ol lhe entity.
S{4r:Drrracrtrk,Po.,ll(nrA,tNt),rStl(ilarJd2{,r 3l f_ ine J al 3 FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 174 lr Microsoft
Program Signature Form
Volume Licensing
M8/6./MBSA number Proposal lD
Agreement number
Noto: Enter the applicablo aclive numb€E associ.ted with the document! bslow. Microsolt tEquilBg lhe associated ac1iv6 number be indicated h€rr. or lbted below as new.
For the purposes of this form,'Customef can mean the signing entity, Enrolled Affiliate, Government Partner, lnstihrtion, or other party entering into a volume licensing program agreement.
This signature form and all contract documents identitied in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below.
By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. * indicates required field
fr
DA
Select Plus Agreement x20-04874
<Choose Agreement> Document Number or Code
<Choose Aqreement> Document Number or Code
<Choose Aqreement> Document Number or Code
<Choose Aqreement> Document Number or Code
Select Plus Affiliate Reqistration Form x20-04921
<Choose EnrollmenURegistration> Document Number or Code <Choose EnrollmenURegistration> Document Number or Code <Choose EnrollmenURegistration> Document Number or Code <Choose EnrollmenURegistration> Oocument Number or Code Document Description Oocument Number or Code
Document Description Documenl Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
Printod Titl6* Procurement Contract Specialist
Signature Oate' 07 117 12013
I entity nama)* County of Riverside
CO
I
Printed First and Last lnes Mark FOR
Name of E
Signature'
Tax lD 95€000930
ProgramSignForm(MSSignXNA,LatAm)EtBRA,MLI(ENGXOd201 2) Page I of3 Contract Document Number or Code
Customer
BY
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 175 Microsoft Licensing, GP
Printed First and Last Name
Printed Title
Signature Dale
(date [4icrosoft Affiliate countersigns)
Signature
Effectivo Date
(may be different than Microsotts signature date)
Microsoft Affiliate
Name of Entity (must be legal entity name)*
Signature.
Printed First and Last Name'
Printed Title"
Signature Date*
Customer
Optional 2'd Customer signature or Outsourcer signature (if applicable) - indicates required field
* indicates required field
lf Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form.
After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When 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 895 1 1-1 137
USA
Name of Entity (must be legal entity name)'
Signature.
Printed Fi6t and Last Name.
Printed Title.
Signature Date.
ProgramSignForm(MSSign)(l.,lA,LatAm)ExBRA.irL(ENGXOct20l 2) Page 2 ol3 Outsourcer
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 176 Prepared By: Name of Preparer
Email of Preparer
ProgramSignFom(MSSign)(NA.LalAm)ExBRA.l\rLl(ENGXOcl201 2) Page 3 of 3 FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 177 !r Microsoft
Select Plus License Program Agreement State and Local
1. 2.
3. 4.
5. 6.
7. 8.
9. 10.
11. 12.
13. 14.
15. 16.
17. 18.
Defi n ition s-. --. -- -.. 1
3 3
3 I
5 6
6 7
I
I
9 How the Select Plus License program works...
How to establish pice level. ..........
License grant- what Registered Affiliates are licensed to run How to know what Product Use Rights app|y.....,.......
How ao order Product LicensesMaking copies of Products and re-imaging rights. .....
Transferring and reassigning Licenses
Term and termi n ation. -................. -. -... -
How to renew an
Restrictions on use.
Confidenti a1ity. .......
Warranties. ......... ..-.-.....10
Defense of infringement, misappropriation, and third party claims. .........-..-..-...-..-.-..-.............11 Limitation of liability. 12
Miscellaneous 14
This Microsoft Select Plus Agreement is entered into between the entities identified on the signature form.
Effective date. The effective date of this agreement is the effective date of the first Affiliate Registration Form or the date Microsoft accepts this agreement, whichever is earlier.
This agreement consists of (1) the terms and conditions of this agreement and all attachments identified therein, (2) the Product List, (3) the Product Use Rights applicable to Products licensed under this agreement, (4) any Affiliate registration entered into under this agreement, and (5) any Order submitted under this agreement.
The parties agree to be bound by the terms of this agreement. 1 . Definitions.
ln this agreement the following definitions apply
"Affiliate" means
a. with regard lo Customer
(i) any govemment agency, department, oflice, instrumentality, division, unit or other entity of the state or local government that is supervised by or is part of Customer, or which supervises Customer or of which Customer is a part, or which is under common supervision with Customer;
(ii) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar lype of governmental instrumentality established by the laws of Customer's state and located within Customer's state jurisdiction and geographic boundaries; and
SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct201 2) Page 1 of 16 Document X20"04874
Volume Licensing
Conte nts
Terms and Conditions
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 178 (iii) any other entity in Customer's state expressly authorized by the laws of Customer's state to purchase under state contracts; provided that a slate 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 i4icrosoft, any legal entity that Microsoft owns, that owns Mlcrosoft, or that is under common ownership with Microsoft
"available' means, with respecl to a Product, that Microsoft has made Licenses for that Product available for ordering under a particular licensing program;
"Commercial Product" means any Product [,4icrosoft makes available for license for a fee; "Contractor" means any third party supplier or other provider of computer technology or related services. "Customer" means the entity that has entered into this agreement and its Affiliates; "Customer Data" means all data, including all text, sound, software,or image files that are provided to Microsoft by, or on behalf of, Customer through Customer's use of the Online Services. "Fixes" means Product fixes, modiflcations or enhancements or their derivatives that Microsoft releases generally (such as Commercial Product service packs);
"License" means Registered Affiliate's right to use the quantity of a Product ordered. For certain Products, a License may be available on a subscription basis ('Subscription License"). Licenses for Online Services will be considered Subscription Licenses under this agreemont; "L&SA" means a License and Software Assurance for any Product ordered; "Microsoft' means the Microsoft entity that has entered into this agreement by accepting Customer's registration;
'Order" means the document Customer or Customer's Affiliate submits under this agreement to acquire Licenses or Services;
"Online Services" means lhe Microsoft-hosted services identified in the Online Services section of the Product List.
'Product' means all software, Online Services and other web-based services, including pre-release or beta versions, identified on the Product List.
'Product List" means, with respect to any licensing program, the statement published by Microsoft from time to time on the World Wide Web at htto://www.m icrosofl.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-speciflc 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 icrosoft. m/licensinq/contracts or at a successor site.
"Qualifying Contract," means (1)an Enterprise Enrollment under a Microsoft Enterprise Agreement; (2) any Enlerprise Subscription Enrollment entered into under a Microsoft Enterprise Subscription Agreement, or a Select Agreement.
"Registered Affiliate" means an entity, either Customer or any one of Customer's Affiliates, identified on an affiliate regiskation form that has been accepted by Microsoft and has submitted an Order under this a9reement;
"Reselle/' means a large account reseller authorized by i/icrosoft to resell Licenses in a Registered Affiliate's region under this program;
'Service Level Agreement" means the document specifying the standards Microsoft agrees to adhere to and by which it measures the level of service for an Online Service.
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 179 "Software Assurance' means an annuity offering that provides new version rights and other benefits for Products as described in the Product List;
"Trade Secret" means information that is not generally known or readily ascertainable to the public, has economic value as a result, and has been subject to reasonable steps under the circumstances to maintain its secrecy.
"use" or "run" means to copy, install, use, access, display, run or otherwise interact.
2. How the Selecf Plus License program works,
The Select Plus License program allows Registered Affiliates to acquire Licenses at discount pricing.
Customer and Customer's Affiliates can participate in this program if Customer or Customer's Affiliate (1) submits an Order meeting the initial minimum order quantity, (2) maintains at least one active Qualifying Contract, or (3) has purchased the minimum order quantity during the 12 months preceding the effective date of this agreement. Notwithstanding any other provision of this agreement, only Registered Affiliates identified in a Registration Form will be responsible for complying with the terms of that registration, including the terms of this agreement incorporated by reference in that registration. a. How Registered Affiliates acquire Licenses. A Registered Affiliate will acquire its Licenses through its chosen Reseller. Orders will be made out to and submitted to the Registered Affiliate's Reseller. Microsoft will invoice that Reseller according to the terms in the applicable registration. The Reseller and the Registered Affiliate will determine the Registered Affiliate's actual price and payment terms.
b. Choosing and maintaining a Reseller. Each Registered Affiliate must choose and maintain a Reseller authorized in the Registered Affiliate's region. c. Online Services. Online Services are provided as subscription services and are subject to the unique terms set forth in the Product Use Rights and the Product List.
3. How to esfabrish price level.
Establishing price levels. Each Product offering is assigned a point value on the Product List and is assigned to a Product pool. The Customer's price level for a pool applies to purchases made by all Registered Affiliates under this agreement. Throughout the term of this agreement, the Customer's price level for each Product and its associated Pool (Applications, Systems and Servers) will be level "D." Customer does not need to acquire Producls in all pools. The price Microsoft will invoice Reseller will be based on Customer's price level for the pool of the Product ordered. Throughout this agreement the term "pice" refers to reference price.
4. License grant
-
what Registered Affiliates are licensed to run.
Registered Affiliates have the rights below once their registration is accepted by Microsoft. These rights apply to the Licenses obtained under this agreement and are not related to any order of, or fulflllment 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 olher factors (e.9., hardware or other software). a. General. At any time after their registration has been accepted by Microsoft, a Registered Affiliate may run for its own benefit as many copies as it chooses, of any available Products it chooses, provided that it submits Orders for all copies in the month in which those copies are first run.
b. Use by Affiliates. A Registered Affiliate may sublicense the right to use the Products ordered under this agreement lo any of its Affiliates, but Affiliates may not sublicense these rights and their use must be consistent with the License terms contained in this agreement.
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 180 c. When Licenses become perpetual.
(i) License only. Registered Affiliate's right to run copies of any Product for which it orders only a License is temporary until the Registered Affiliate has paid for that License in full and Microsofl has collected such payment. Thereafter, Registered Affiliate will have a perpetual License to run the number of copies ordered in the version ordered. (ii) L&SA or Soltware Assurance. Registered Affiliate's right to run copies of any Product for which it orders L&SA or Software Assurance is temporary until:
1) the Registered Affiliate has paid all installments of the price for such coverage and the Order or renewal term during which such Product Licenses were ordered has expired or been renewed or
2) the Registered Affiliate is otherwise eligible for perpetual Licenses as provided in this agreement.
Thereafter, the Registered Affiliate will have perpetual Licenses to run the Products ordered in the latest versions available as of the date of expiration, renewal, or termination (or any prior version) for the number of copies ordered or renewed. (iii) Subscription Licenses. Subscription Licenses are not perpetual under any circumstances.
d. Perpetual Licenses through Software Assurance. Any perpetual Licenses received through Software Assurance supersede and replace the underlying perpetual Licenses for which that Software Assurance coverage was ordered. All perpetual Licenses acquired under this agreement remain subject to the terms of this agreement and the applicable Product Use Rights.
e. Non-Perpotual Llcenses. 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 varsion rights. A Registered Affiliate may run prior versions of any Product it Licenses under this agreement. A Registered Affiliate may run different language versions of any Product it Licenses under this agreement, provided that the License, L&SA, or Software Assurance for that different language version is available at the same, or lower price, than the price paid for the language version ordered of the same Product and License type.
How to know what Product Use Rights apply.
a. Product Use Rights. Iilicrosoft publishes Product Use Rights for each version of each Product. The latest version of the Product Use Rights is available at http://www.microsoft.com/licensinq/contracts.
(i) Product Use Rights for current and future versions of Products. The Product Use Rights in effect on the effective date of the agreement will apply to all Registered Affiliates' use of then-current versions of each Product, regardless of the date of the Order. For future versions, the Product Use Rights in effect when those future versions are first released will apply. ln both cases, subsequent changes made by N4icrosoft to the Product Use Rights for a particular version will not apply to Registered Affiliates'use of that version.
(ii) Product Use Rights for earlier versions (downgrade). lf a Registered Affiliate runs an earlier version of a Product than the version that was current on the agreement effective SelectPlus20l 2AgrGov{US)SLG(ENGXOct2012) Page 4 of 16
Document X20-04874
5 FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 181 date, the Product Use Rights for the version licensed, not lhe version being run, will apply. However, if the earlier version includes components that are not part of the licensed version, any Product Use Rights specific to those components will apply to the Registered Affiliate's use of those components.
b. Reservation of rights. All rights not expressly granted are reserved by Microsoft. ln lieu of Customer's obligation to indemnify Microsoft under various provisions of the Product Use Rights, Customer will be responsible for any cost or damages arising from any claim to which Customer's indemnity obligation would otherwise apply.
6. How to order Producf Licenses.
a. Placing Orders. Registered Affiliate may purchase Licenses and Online Services Microsoft makes available under this program by placing Orders with Registered Affiliate's authorized Reseller. The price and payment terms for all Orders will be determined by agreement between Registered Afflliate and its Reseller. When placing orders, a Registered Affiliate must specify the country or countries where the Registered Afriliate will use the Licenses.
Microsoft may refuse to accept an Order if l\ricrosoft has a business reason to do so.
Microsoft may change the Products and subscription services available under this program. b. When is the Registered Affiliate eligible to order rust Software Assurance? A Registered Affiliate may order Software Assurance for copies of a Product, without the need to simultaneously order a new License for those copies, in each of the following circumstances:
(i) Registered Affiliate may order Software Assurance for copies of Products for which the Registered Affiliate has previously obtained perpetual Licenses through Upgrade Advantage, Software Assurance, or any similar upgrade protection, so long as the Order for Software Assurance under this Agreement becomes effective no later than one day following the expiration of that upgrade protection, and (2) Registered Affiliate submits an order for another term of Software Assurance for those Licenses prior to or at the expiration of the previous term.
(ii) During the term of the Agreement (including any renewal term), a Registered Afliliate may be eligible to order Software Assurance for copies of certain Producls licensed through retail sources or from an original equipment manufacturer ("OEM"), provided that the Registered Affiliate places its Order within the required time frame. The Product List at htto://www. microsoft.com/licensinq/contracts identifies those Products that may be enrolled in Software Assurance and the applicable time frame for placing an Order. (iii) A Registered Afflliate may also order Software Assurance in any other circumstances expressly permitted in the Product List.
(iv) A Registered Affiliate may renew Software Assurance ordered under this Agreement at the time it renews its Order as described in the section titled 'How to renew an Order.' c. How to confirm Orders. lnformation about Orders, including an electronic confirmation of each Order, will be provided in a password-protected site on the World Wide Web at httos://www.m icroseft.con/licensinq/servicecenter/ or a successor site that will be identified.
Upon Microsoft's acceptance of this agreement, Registered Affiliate's contact identilied for this purpose will be provided access to lhis site.
d. lnvoices and payments. For any Orders for Software Assurance or L&SA, if the Registered Affiliate elects to spread its payments over three years rather than payment in a lump sum, it may make this election with its Reseller. ln such cases, Microsoft will invoice the Registered Affiliate's Reseller in installments, the first installment upon receipt of the Order and subsequent installments on each anniversary of the Order or the Affiliate anniversary month.
Any amounts for Licenses only (i.e. without accompanying Software Assurance) will be invoiced to the Registered Affiliate's Reseller in full upon receipl of the Order.
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 182 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 djstribute them within its organization. Copies must be true and complete (including copyright and trademark notices), from master copies obtained from a Microsofl approved fulflllment source. The Registered Affiliate may use a third party to make these copies, but the Registered Affiliate agrees that it will be responsible for that third party's actions. The Registered Affiliate agrees to use reasonable efforts to make its employees, agents and any other individuals that it allows to use the Products aware that the Products are licensed from Microsoft and can only be transferred subject to the terms of this agreement. b. Copies for training, evaluation, and back-up. The Registered Affiliate may (1) use up to 20 complimentary copies of any Product in a dedicated training facility on its premises, (2) use up to 10 complimentary copies of any Product for a 60-day evaluation period, and (3) use one complimentary copy of any licensed Product for back-up or archival purposes for each of its distinct geographic locations.
c. Right to "re-image." ln certain cases, re-imaging is permitted using the volume licensing program Product media. lf the Microsoft Product(s) is licensed (1)from an original equipment manufacturer (OEM), (2) as full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this agreement may be generally used to create images for use in place of copies provided through that separate source. This right is conditional upon the following:
(i) Separate Licenses must be owned from the source for each Product that is re-imaged. (ii) The Product, language, version and components of the copies made must be identical to the Product, language, version and all components of the copies they replace and the number of copies or instances of the re-imaged Product permitted remains the 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 separate source.
(iv) Any Product-specific requirements for re-imaging identified in the Product List. (v) Re-images made under this subsection remain subject lo the terms and use rights provided with the License from the separate source. This subsection does not create or extend any warranty or support obligation.
Transferring and reassignrng Lrcenses.
a. License transfars. License transfers are not permitted, except that Customer may transfer fully-paid perpetual licenses to:
Transferring Licenses to third parties. You may transfer fully-paid perpetual Licenses:
(i) if you are an agency of a state or local government to: (a) any other government agency, department, instrumentality, division, unit or other office of your state or local government that is supervised by or is part of you, or which supervises you or of which you are a part, or which is under common supervision with you; (ii) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of your state and located within SelectPlus20l2AgrGov(US)SLG(ENG)(Oct201 2) Page 6 of 16 Document )O0-04874
7 I
e. Ghanging a Reseller. lf Microsoft or the Reseller chooses to discontinue doing business with one another, Registered Afflliate must choose a replacement Reseller. lf Registered Affiliate or Reseller intends to terminate their relationship, the initiating party must notify lvlicrosoft and the other using a form provided by Microsoft at least g0 days prior to the date on which the change is to take effect.
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 183 your state's jurisdiction and geographic boundaries; and (iii) any other entity expressly authorized by the laws of your state to purchase under stale contracts, or (b) an unafflliated third party in connection with a privatization of an affiliate of agency as set forth in (a) above or of an operating division of the Enrolled Affiliate or one if its afflliates as set forth in (a) above, a reorganization, or a consolidation.
Customer must notify Microsoft of a transfer of license by completing a transfer notice form, which can be obtained from http //www.microsoft.com/licensinq/contracts and send the completed form to Microsoft before the license transfer. No License transfer will be valid unless Customer provides to the lransferee, and the transferee accepts in writing, the applicable Product Use Rights, use restrictions, limitations of liability (including exclusions and warranty provisions), and the transfer restrictions described in this section. Any license transfer not made in compliance with this section will be void. b. lnternal Reassignment of Licenses and Software Assurance. (i) For Products other than the desktop operating system upgrade. For Products other than the desktop operating system upgrade, Registered Affiliate may internally reassign Licenses to an Affiliate. However, Registered Affiliate may not reassign Licenses on a short-term basis (90 days or less), or reassign Software Assurance or other upgrade coverage separately from the underlying License, except as provided otherwise in this agreement.
(ii) For desktop operating systems. The Registered Affiliate may not reassign desktop operating system upgrade Licenses from one computer to another. The Registered Affiliate may internally reassign Software Assurance coverage on desktop operating systems upgrades from the original computer to a replacement computer internally, as long as (1) the replacement computer is licensed to run the latesl version of that operating system, and (2) the Registered AfJiliate removes any desktop operating system upgrades from the original computer.
Term and termination.
a. Term. This agreement will remain in effect unless it is terminated by either party as described below.
b. Termination without cause. Either party may terminate this agreement without cause upon 60 days written notice. Such termination will merely terminate either party's and its Registered Affiliates' ability to place Orders under this agreement. Such termination will not affect any Orders not otherwise terminated, and any terms of this agreement applicable to any Orders nol otherwise terminated will continue in effect with respect to that Order. c. Mid-term termination for non-appropriation of Funds. Enrolled Affiliate may terminate this agreement or an Enrollment without liability, penalty or further obligation to make payments if funds to make payments under the agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. d. Termination for breach. Either party to an Order may terminate il if lhe 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, l,4icrosoft will give Customer a copy of that notice as well and Customer agrees to assist in attempting to resolve the problem. lf the problem also affects other Affiliate registrations and cannot be resolved between Customer and Microsoft within a reasonable period of time, Microsofl may also terminate this agreement and all other Affiliate registralions 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 9 SelectPlus20l2AgrGov(US)SLG(ENG)(Oct201 2) Page 7 of 16 Document X20-04874
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 184 Affiliate of Customer, Customer must promptly notify l\4icrosoft of this fact, and Microsoft may terminate the divested Registered Affiliate's registration. e. Affiliate termination. lf (1) a Registered Afliliate terminates its registration as a result of a breach by Microsoft, or (2) if Microsoft terminates Registered Affiliate's registration because it has ceased to be an Affiliate of Customer, or (3) Registered Affiliate terminates a registration for non-appropriation of funds, or (4) lvlicrosoft 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 perpelual basis, it may immediately pay the total remaining amount due, including all installments, in which case the Registered Affiliate will have perpetual Licenses for all copies of the Products it has ordered, or (ii) 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 latest version of Products under Software Assurance coverage), and 2) the number of copies of Products it has ordered (including the latest version of Products under Software Assurance) for which payment has been made in installments that is proportional to the total of payments made versus total amounts due if the early termination had nol occuned.
Nothing in this section shall affect perpetual License rights acquired either in a separate agreement or in a prior term of the terminated registration. f. Effect of termination, When this agreement, a registration or an Order is terminated, (i) Each affected Registered Affiliate must order Licenses for all copies of Products it has run for which it has not previously submitted an Order. Except for the options provided above in the event of lermination of a Registered Affiliate's registration, any and all unpaid payments or any order of any kind, including subscription services, immediately become due and payable.
(ii) Registered Affiliate's right to Software Assurance benefits under this agreement ends for all Software Assurance for which payment has not been made in full.
10. How to renew an Order.
Microsoft will provide prior notice of expiration of any Software Assurance ordered under the agreement advising Cuslomer of its Software Assurance renewal options. Microsoft may make a change to this program that will make it necessary for Customer to enter into a new agreement to renew Software Assurance.
To maintain Software Assurance coverage for any copies previously ordered under this agreement, Registered Affiliate must submit an Order for another term of Software Assurance for those Licenses prior to or on the expiration of the previous term.
Consequences of non-renewal. lf Registered Affiliate elects not to place another Order for Software Assurance and it otherwise allows Software Assurance for any copies of any Products licensed to lapse, then the Registered Affiliate will not be permitted to order Software Assurance for those copies later without first acquiring L&SA.
Renewing Software Assurance. lf Registered Afflliate is placing an Order for Software Assurance from multiple Select programs or is consolidating multiple previous Enrollments or agreements into this agreement, please complete the multiple previous Enrollment form.
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11. Restricfions on use.
Registered Affiliate must not:
a. separate and use the components of a Product on two or more computers, upgrade or downgrade components at different times, or transfer components separately, except as provided in the Product Use Rights;
b. reverse engineer, decompile or disassemble any Product or Fix, except where applicable law permits it despite this limitation; or
c. distribute, sublicense, rent, lease, lend, or host any Product or Fix except as permitted by this Agreement, the Product Use Righls, or in a separate written agreement
12. Confidentiality.
To the extent permitted by applicable law, the terms and conditions of this Agreement is confidential.
Neither party will disclose such terms and conditions, or the substance of any discussions that led to them, to any third party other than Affiliates or agents, or to designated or prospective resellers who: (1) have a need to know such information in order to assist in canying out this agreement; and (2) have been instructed that all such information is to be handled in strict confidence.
For the avoidance doubt, the parties acknowledge that this Confidentiality provision recognizes that when there is a business need to do so, Microsoft and Customer may need to share/exchange their respective Confidential lnformation with each other to develop a more meaningful business relationship. This section provides Microsoft and Customer with a well-balanced, commercially reasonable and comprehensive set of confidentiality terms that enable both parties to share/exchange a wide range of Confidential lnformation with each other knowing with confidence that significant confidentiality protections are in place. The confidentiality terms denoted below do not govern Microsoft's handling of Customer Data. ln all 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 confidential. lt includes non-public information regarding either party's products or customers, marketing and promotions, or the negotiated terms of Microsoft agreements.
b. What is not included. The following types of information, however marked, are not Confidential lnformation. lnformation that:
(i) is, or becomes, publicly available without a breach of this agreement; (ii) was lawfully known to the receiver of the information without an obligation to keep it confidential;
(iii) is received from another source who can disclose it laMully and without an obligation to keep it confidential;
(iv) is independently developed; or
(v) is a comment or suggestion one party volunteers about the other's business, products or services.
c. Treatment of Confidential lnformation.
(i) ln general. Subject to the other terms of this agreement, each party agrees:
1) it will not disclose the other's Confldential lnformation to third parties; and 2) it will use and disclose the other's Confidential lnformation only for pueoses of the parties' business relationship with each other.
SelectPlus20l 2AgrGov(US)SLG(ENGXOcU012) Page I of 16
Document X20-04874
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 186 (ii) Security precautions. Subject to the other terms of this agreement, each parly agrees:
1) to take reasonable steps to protect the other's Confidenlial lnformation - these steps must be at least as protective as those the party takes to protect its own Confidential lnformation;
2) to notify the other promptly upon discovery of any unauthorized use or disclosure of Confidential Information; and
3) to cooperate with the other to help regain control of the Confidential lnformation and prevent further unauthorized use or disclosure of it.
(iii) Sharing Confidential lnformation with Affiliates and reprssentatives. 1) A "Representative" is an employee, contractor, advisor, or consultant of one of the parties or of one of the parties' Affiliates.
2l Each party may disclose the other's confidential information to its Representatives (who may then disclose that Confidential lnformation to other of that party's Representatives) only if those Representatives have a need to know about it for purposes of the parties' business relationship with each other. Before doing so, each party must:
A. ensure that Afflliates 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 Confidential 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 governmenl demand that has the force of law. Before doing so, each party musl seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order. d. Length of Confidential lnformation obligations. Except as permitted above, neither party will use or disclose the otheis Confidential lnformation for five years after it is received. The five-year time period does not apply if applicable law requires a longer period or the Product Use Rights provide a more specific requirement.
13. Warranties.
a. Limited warranty. Microsoft warrants that:
(i) Online Services will perform in accordance with the applicable Service Level Agreement; (ii) Products other than Online Services will perform substantially as described in the applicable Microsoft user documenlation; and
b. Limited warranty term. The limited warranty for:
(i) Online Services is for the duration of Customer's use of the Online Service, subject to the notice requirements in the applicable Service Level Agreement; SelectPlus20l2AgrGov(US)SLG(ENGXOcU012) Page 10 of 16
Document X20-04474
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 187 (ii) Products other than Online Services is one year from the date Customer first uses the Product; and
c. Limited warranty exclusions. This limited warranty is subject to the following limitations:
(i) any implied warranties, guarantees or conditions not able to be disclaimed as a matier of law last for one year from the start of the limited warranty; (ii) the limited warranly does not cover problems caused by accident, abuse or use in a manner inconsistent with this agreement or the Product Use Rights, or resulting from events beyond Microsoff's reasonable control;
(iii) the limited warranty does not apply to components of Products that Customer is permitted to redistribute;
(iv) the limited warranty does not apply to free, trial, pre-release, or beta products; and (v) the limited warranty does not apply to problems caused by the failure to meet minimum system requirements.
d. Remedies for breach of limited warranty. lf Microsoft fails to meel any of the above limited warranties and Cuslomer 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. DlSCLAli,lER 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 QUALIW, TITLE, OR NON.
INFRINGEMENT. THESE DISCLAIMERS WLL APPLY UNLESS APPLICABLE LAW OOES NOT PERMIT THEM.
Defense of infringement, misappropriation, and third par$ claims. a. Microsoft's agreement to protect. l,4icrosoft will defend Enrolled Affiliate against any claims made by an unafrlliated third party that any Product or Fix that is made available by Microsoft for a fee infringes that party's patent, copyright, or trademark or makes unlaMul use of its Trade Secret. Microsoft will also pay the amount of any resulting adverse final .tudgment (or settlement to which Microsoft consents). This section provides Enrolled Affiliate's exclusive remedy for these claims.
b. Limitations on defense obligation. Microsoft's obligations will not apply to the extent that the claim or award is based on:
(i) Customer Data, non-Microsoft software, modifications Enrolled Afflliate makes to, or any specifications or materials Enrolled Affiliate provides or makes available for, a Product or Fix.:
(ii) Enrolled Affiliate's combination of the Product or Fix with a non-Microsoft product, data or business process; or damages based on the use of a non-Microsoft product, data or business process; ;
(iii) Enrolled Affiliate's use of either Microsoft Trademarks or the use or redistribution of a Product or Fix in violation of this agreement or any agreement incorporating its terms or;
14. SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct201 2) Page 11 of 16 Document X20-04874
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 188 (iv) Enrolled Affiliate's use of a Product or Fix after Microsoft identifies Enrolled Affiliate to discontinue that use due to a third party claim.
To the extent permitted by applicable law, Enrolled Affiliate will be responsible Microsoft for any cosls or damages that result from any of the above actions. c. Enrolled Affiliate's agreement to protect. To the extent permitted by applicable law, Enrolled Affiliate will defend Microsoft and its Affiliates against any claims made by an unaffiliated third party that:
(i) any Customer Data or non-Microsoft software Microsoft hosts on Customeis 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.
Customer will be responsible for the amount of any resulting adverse final judgment (or settlement to which it consents). This Section provides Microsoft's exclusive remedy for these claims.
d. Rights and remedies in case of possible infringement or misappropriation. (i) Microsoft's offerings. lf Microsoft reasonably believes that a Product or Fix may infringe or misappropriate a third-party's intellectual property rights, lvlicrosoft will seek to: (1) procure for Enrolled Affiliate the right to continue to use the Product or Fix; or (2) modify or replace it with a functional equivalent to make it non-infringing and notify Enrolled Affiliate to discontinue use of the prior version, which Enrolled Affiliate must do immediately. lf the foregoing options are not commercially reasonable for Microsoft, or if required by a valid .iudicial or government order, l\4icrosoft 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 amount Enrolled Afflliate 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-Microsoft software or technology used by Enrolled Affiliate the Online Services violates their intellectual property rights, Microsoft may ask Customer to remove the allegedly infringing item. lf Enrolled Affiliate fails to do so within a reasonable period of time, Microsoft may suspend or terminate the Online Service to which lhe Customer Data or non-Microsoft software relates.
e. Obligations of protected party. Enrolled Affiliate must notify Microsoft promptly in writing of a claim subject to the Subsection titled "Microsoft's agreement to protect" and Microsoft must notify Enrolled Affiliate promptly in writing of a claim subject to the Subsection titled "Customer's agreement to protect." The party invoking its right to protection must (1) give the other party sole control over the defense or settlement; and (2) provide reasonable assistance in defending the claim. The party providing the protection will reimburse the other party for reasonable out of pocket expenses that it incurs in providing assistance.
15. Limitation of liability.
a. Limitation on liability. To the extent permitted by applicable law, the liability of each party, its Affiliates, and its Conlractors arising under this agreement is limited to direct damages up to (1) for Products other than Online Servjces, the amount Customer paid for the Product giving rise to that liability and (2) for Online Services, the amount Customer was required to pay for the Online Service giving rise to that liability during the prior 12 months. ln the case of Products provided free of charge, or code that Customer is authorized to redistribute to third parties without separate payment to Microsoft, Microsoft's liability is limited to U.S.
SelectPlus20l 2AgrGov(US)SLG(ENG)(OcU01 2) Page 12 of 16 Documenl X20-04874
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 189 $5,000. These limitations apply regardless of whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, or any other legal theory. However, these monetary limitations will not apply to:
(i) Microsoft's and Customer's obligations under the section titled "Defense of infringement, misappropriation, and third party claims";
(ii) liability for damages caused by either party's gross negligence or willful misconduct, or that of its employees or its agents, and awarded by a court of final adjudication (provided that, in jurisdictions that do not recognize a legal distinction between "gross negligence" and "negligence," "gross negligence" as used in this subsection shall mean "recklessness"),
(iii) liabilities arising out of any breach by either party of its obligations under the section entitled "Confidentiality'. except that Microsoft's liability arising out of or in relation to Customer Data shall in all cases be limited to the amount Customer paid for the Online Service giving rise to that liability during the prio|l2 months; (iv) liability for personal injury or death caused by either party's negligence, or that of its employees or agents, or for fraudulent m isrepresentation; and (v) violation by either party of the other party's intellectual property rights. b. EXCLUSION OF CERTAIN DAMAGES. TO THE EXTENT PERMITTEO BY APPLICABLE
LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF
ITS AFFILIATES, OR CONTRACTORS, WILL BE LIABLE FOR ANY INDIRECT,
CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST
PROFITS, REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS
INFORMATION ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. HOWEVER, THIS EXCLUSION DOES NOT APPLY TO
EITHER PARTY'S LIABILITY TO THE OTHER FOR VIOLATION OF ITS
CONFIDENTIALITY OBLIGATIONS (EXCEPT TO THE EXTENT THAT SUCH VIOLATION
RELATES TO CUSTOMER DATA), THE OTHER PARTY'S INTELLECTUAL PROPERTY
RIGHTS, OR THE PARTIES' RESPECTIVE OBLIGATIONS IN THE SECTION TITLED "OEFENSE 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.
SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct201 2) Page 13 of 16 Document )(2G04874
16. Verifyingcompliance.
a. Right to verify compliance. Customer must keep records relating to the Products it and its Affiliates use or distribute. Microsoft has the right, to the extent permitted by applicable law, to verify compliance with the license terms for the Products, at Microsoft's expense. b. Verification process and limitations. Microsoft will provide cuslomer at least 30 days' notice of its intent to verify compliance. i/icrosoft will engage an independent auditor, which will be subject to a confidentiality obligation. Verification will take place during normal business hours and in a manner that does not interfere unreasonably with Customer's operations. Customer must promptly provide the independent auditor with any information it reasonably requests in furtherance of the verification, including access to systems running the Products and evidence of licenses for Products Customer hosts, sublicenses, or distributes to third parties. As an alternative, l/icrosoft may require Customer to complete Microsoft's self-audit process relating to the Products Customer and any of its Affiliates use or distribute. Such information will be used solely for purposes of determining compliance. c. Remedies for non-compliance. lf verification or self-audit reveals any unlicensed use, Customer must within 30 days order sufficient licenses to cover its use. lf there is no FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 190 unlicensed use, Microsoft will not undertake another veriflcation of the same Customer for at leasl one year. By exercising the rights and procedures described above, l\4icrosoft does not waive its rights to enforce this agreement or to protect its intellectual property by any other means permitted by law.
17. Non-Microsoft Software or Technology.
a. Registered Affiliate is solely responsible for any non-lvlicrosoft software or technology that it installs or uses with the Products or Fixes. Microsoft is not a party to and is not bound by any terms governing Enrolls use of non-Microsoft software or technology. Without limiting the foregoing, non-Microsofl 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 l\ilicrosoft.
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 softlvare 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). Microsoft will not run or make any copies of such non-Microsoft softvvare or technology outside of its relationship with Registered Afflliate. 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.
a. Notices to Microsoft. Notices, authorizations, and requests in connection with this agreement must be sent by regular or overnight mail, express courier, or fax to the addresses and numbers listed in this agreement. Notices will be treated as delivered on the date shown on the return recei or on the courier or fax confirmation of delivety b. Assignment. Either party may assign this agreement to an Affiliate only. Assignment will not relieve the assigning party of ils obligations under lhe 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. Microsoft will be responsible for their performance subject to the terms of this agreement.
d. Severability. lf a court holds any provision of this agreement to be illegal, invalid or unenforceable, the rest of the document will remain in effect and this agreement will be amended to give effect to the eliminated provision to the maximum extent possible. e. Waiver. A waiver of any breach of this agreement is not a waiver of any other breach. Any waiver must be in writing and signed by an authorized representative of the waiving party.
SelectPlus20l2AgrGov(US)SLG(ENG)(Oct2012) Page 14 of '16 Document X20-04874
Microsofl Corporation
Legal and Corporate Affairs
Volume Licensing Group
One Microsoft Way
Redmond, WA 98052
USA
Via Facsimile:(425) 936-7329
Gopies should be sent to:
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 191 f. Applicable law; dispute resolution. The terms of this agreement will be govemed by the laws of Registered Affiliate's state, without giving effect to its conflict of laws. Disputes relating to this agreement will be subject to applicable dispute resolution laws of Registered Affiliate's state.
g. This agreement is not exclusive. Customer is free to enter into agreements to license, use or promote non-Microsoft software.
h. Entire agreement. This agreement, the Product List, all registrations under this agreement, and the Product Use Rights constitute the entire agreement concerning the subject matter and supersede any prior or contemporaneous communications. ln the case of a conflict between any of these documents that is not resolved expressly in the documents, their terms will control in the following order: (1) these terms and conditions and the accompanying signature form; (2) the Product List; (3) the Product Use Rights; (4) all registrations under this agreement; and (5) all Orders submitted under this agreement. The terms of any purchase order or any general terms and conditions Customer maintains do not apply. i. Survival. Provisions regarding ownership and License rights, fees, Product use rights, restrictions on use, evidence of perpetual Licenses, transfer of Licenses, warranties, defense of infringement and misappropriation claims, limitations of liability, confidentiality, compliance verification, open source license restrictions, obligations on termination or expiration and the other provisions in this section entitled "Miscellaneous' will survive termination or expiration of this agreement and of any agreement in which they are incorporated. j. No transfer of ownership. Microsofl does not transfer any ownership rights in any licensed Product. lvlicrosoft reserves all rights not specifically granted. The Products are protected by copyright and other intellectual property rights laws and intemational treaties. k. Free ProducE, lt is Microsoft's intent that the terms of this agreement and the Product Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Registered Affiliate is for the sole use and benefit of the Registered Affiliate, and is not provided for use by or personal benefit of any specific govemment 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 N4icrosoft. n. Privacy and Security. Microsoft and Enrolled Affiliate will each comply with all applicable privacy and data protection laws and regulations (including applicable security breach notification law). However, Microsoft is not responsible for compliance with any laws applicable to Enrolled Affiliate or Enrolled Affiliate's industry that are not also generally applicable to information technology services providers. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of lhis agreement. Enrolled Affiliate may choose to provide personal information to Microsoft on behalf of third parties (including Enrolled Affiliate's contacts, resellers, distributors, administrators, and employees) as part of this agreement. Enrolled Affiliate will obtain all required consents from third parties under applicable privacy and data protection law before providing personal information to Microsoft.
The personal information Enrolled Affiliate provides in connection with this agreement will be processed according to the privacy slatement available at htlps/tryutv,!!crosoft. com/licensinq/servicecenter (see footer), except that Product-specific privacy statements are in the Product use rights. Personal data collected through Products or Services may be transferred, stored and processed in the United States or any other country in which Microsoft or its service providers maintain facilities. By using the Products or Services, Customer consents to the foregoing. Microsoft abides by the EU Safe Harbor and the Swiss Safe Harbor frameworks as set forth by the U.S. Department of Commerce SelectPlus20l 2AgrGov(US)SLG(ENGXOct201 2) Page 15 of 16 Document )O0-04874
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 192 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 delails 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 htto://www.microsoft.com at such time. p. Copyright violation. Except as set forth in section above entitled "Transferring and reassigning Licenses", the Registered Affiliate agrees to pay for, and comply with the terms of this agreement and the Product Use Rights, for the Products it uses. Except to the extent Registered Affiliate is licensed under this agreement, it will be responsible for its breach of this contract and violation of Microsoft's copyright in the Products, including payment of License fees specified in this agreement for unlicensed use. q. U.S. export iurasdiction. Products and Fixes are subject to U.S. export .iurisdiction.
Customer will comply with all U.S. Export Administration Regulations and lnternational Traffic in Arms Regulation requirements as well as all end-user, end-use, and destination restrictions issued by lhe U.S. and other governments applicable to this agreement. For additional information, see htto://www.microsoft.com/exoortino.
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 193 Micrdsoft Licensing, GP Document Summary Form
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 198 Corporatlon
Printsd Title
Slgnature Bate
(dale MlcrosollAfliliats countB.slgns)
rst and Last Name
Slgnaturs
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Mlcrosoft Co oratlon
JAN 29 2020
Agreement Elfective Date
(may be di,lerent lhan Microsoll's
Microsoft Affiliate
Nama of Entlty (must bo logalentlty nams)'
Slgnaturo^
Prlnted Flr6t and La8t NsmB*
Prlntsd Title
Slgnature Date'
Oplional 2nd Customer signalule or Outsourcer slgnature (lf appllcable) * indlcates raquircd lleld
' htdlcatos requlrod lield
ll Customer requlres addltional cpnlacls or ls reportlng mulllple provlous Enrollmenls, lnclud€ the approprlate form(s) wlth thls slgnature form.
Aft6r lhls slgnature form is slgned by lhe Cuslomsr, send it and the Contr8cl DocumenlB lo Customer's channel parlner or Mlcrosofl sccount managor, who must submil thBm to lhe followlng sddtoss. When lhB slgnalure form ls fully execuled by Mi$osoft, Customsr wlll r€celve a conlhmation copy.
MlcroEoft Coryoratlon
Dept. 551, Volume Llconsing
6100 Nell Road, Sulte 210
Reno, Nevada 8951 1-1137
USA
Narne of Entity (must be legal entity name)"
Slgnaturei
Printed First and Last Name*
Printed Tltle
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 199 Amendment to Contract Documents
8084445
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Agr€oment Numb€r
Thls amendment ('Amendment") ls entered into between lhe parties idsntill€d on lhe attached pmgram signalure form. lt amends the Enrollment or Agreement ldenlllled above. All t€rms used but not defined in lhls Amendmenl will have the same mea lngs provided ln lhat Entollment or Agreement.
Enroll€d Aflillate ls ordoring Professlonal Ssrvlcss d€scrlbed ln the attached Slatement of Servlces (SOS) In connectlon wlth the Products licensed by Enrolled Atfiliate under the Enrollment. The parlles agres lhat the Enrollment ls amended to add the followlng terms that shall apply lo lhe services descrlbed ln the SOS.
Terms and Condltlons
1. Deflnlllons. All t€rms dellned In the Agre€ment and lho Enrollment shell spply to thls AmBndinent unless olherwlsB statsd. Addltional terms aro dolined 8s follows:
"Customor" means lhg legal Entlty that has enlered lnto lhe Agreement; "cuslomer Dsta" m€ans all data, includlng sll text, sound, software, image or vldeo fles thet 8re provlded to MlcIosoflby, oron behaltol Customer and ils Aflillates ln connecllon with Profssslonal Servlces; "day' meanE a calendar day, excepl references that spedly 'business day'l "Flx" or"Flx€E'means Product fixes, modificatlons, 6nhsncemenls, or thelrdellvslives, thet Microsoft ellher releasos generally (such as Product servlco packs) orthai Mlcrosoft provldes to Customerwhen porforming Professlonal Servlces to address a specilic lssue (includlng, but nol limlted to, workerounds, patchss, bug fixes, beta fixes and beta bullds);
"Mlcrosoft" means the Mlcrosofl Affiliate ihat has entered lnto the Agreement and ils Affiliales, as appropriate;
'Pre-Exlsting Work" meang any compulercode ormatsrlals doveloped or olherwlse obtalned lndependently oflhe etforls ofa parly under a Statemenlof Servlcesi
"Profosslonal Servlces" m6ans all Product support servlces and Mlcmsoft consultlng servlcos or advlce provided to cuslomer under lhls Amendmenl. "ProJesslonal Servic€s" does not lnclude onllne Ssrvices:
'Servlcs Dollverables" m6ans any computor codo or malerlels, olher lhan Products or Fix€s, thal Microsoff leaves wllh Customet at the concluslon ol Mlcrosoft's pedormonco of the Prof€sslonal Servlcesi 'Slat6ment of servlcg8'means any wo* ord€rs, servlce6 descriplions, or other descrlptlon of Prof€ssional Servlc€s lhat lncorporatos this Amendmonti
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Microsoft Services Amendment to the Enterprise Enrollment Federal, State and Local Government & Public Educational lnstitutions FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 200 "Trado Sscrot" means infomation that i8 not gon€rally known or readily ascerlainable lo the public, has economlc value as a resull, 6nd has been subjecl to reasonable sl6ps undor lhe clrcumstancog to mainlain its sccrecy;
"use'or "run" means to copy, lnslall, use, access, dlsplay, run or otherwise lnteractwlth; "Volumo Llcsnslng Slts" means [!lp/dggllapjqlircq!:!iq9!qi!]gl!9$aq!s or a successor site. 2, Seryicos, The precise scope ol the Professional Services will be specilled in a Slatement of Services Customer or any of Cuslomer's Atliliatos may enler into Slatements of Services under lhis Amendment with Mlcrosoft's loosl Aflillatos. Mlcrosolt'8 abllity to delivsr the Profe6slonal Services depends upon Customgis fulland timely cooperalion, as wellas the accuracy and completoness of any inlormalion Customer provides.
This Agreoment does not obligate 6ith6r parly or its Afllliat€s to enter into any Stalements ol Servlces. 3, Use, ownership, tighas ard rostrlct/orrs.
Producls. lJnless otherwi6e specllied in the Enrollmenl, us6 of any Product is govsrned by ths us€ Rlghls speciflo to each Producl and version and by the t€rms of lhe applicable llcense agreement. b. Fixes and Serv/cas Dellvorahles.
Flxe8. Each Fix ls llcenssd und6r lhe same terms as tha Product lo whlch lt appllEs. lf the Flx ls not provided for a speclllc Producl, any us6 lerms Mlcrosoft provides rrvith lhe Flx will apply. lf no use terms ar€ provid6d, CLrslomer shall have a non.exclusive, peDelual, fully peld.up license lo use and reproduc€ the Flx solely for its lnternal buslnes3 purposes.
Customsr may not modlfy, changB thE llle nsme orclmblne any Flx with any non-Microsoft computer code, except as expressly permllted in the Agf66ment.
Prc.Exlstlog Work, All lights ln Pre-Existing Work will remain the sole property of lhe party providing the Pre-Exlsting Work. Each parly may use. r€produce and modify tho other party's Pr€-Exlstlng Work only as n6ed6d to perform obligatlons related to Prolesslonal SeNices.
lll. Serylces Dellveratles, Upon payment in tull, Mlcrosoft granls Customer a non-ox9lusive, non-lransferable, perpetual licenss to reproduce, use and modify the Servicos Deliverables solely for Customor's intelnal business purpos€s, subjoct to tho terms and condltions in lhis Amondment.
lv. Aftiliates' righls. Customer may only sublicense its rights in Services Deliverables and Sample Code granted hereunder to its Aflillates, but Customeds Affillatos may nol subllcsnse these rights. Cuslomer is responslble for ensuring its Alfiliales' compliance wlth thls Amendment.
Non.Mlctosoft soflware and technolggy, Cuslomgr is solely r€sponsible for any non-Microsoft soFlware or t€chnology that Cugtomer installs or uses wlth the Products, Fixgs or Servlces D€llversblos. Customor msy not lnstgll or use non-Mlcmsoft Eoftware or technology ln any way that would subioct Mlcrosoft's intelleclual property ort8chnology lo obllgallon3 boyond thos6 includ€d in lhis Amendment.
d. Sarrpro Code. L,pon paymsnt ln full, Ml$osoft grants Customer a non-sxcluslve, pelpetual, nontransferable license to use and modlFy any Software code provided by l\4lcroson For lh6 purpos€s of lllustratlon ("ssmple Cods") and to reproducg and distiibul€ lhe obJecl cods form of the Sample Code for Custome/s inlernal business purpqses only and nol lo any unafflllated thlrd party.
Rostrlcllons o, use. Customer must not (and ls not liconsad to) (1 ) reverse enqineer, de-complle or dissssemble any Product, Flx or Servica Deliverable; (2) install or use non-Microso,l soltwero or technology in Bny way that would subject Mlcrosofl's lntellectual prop€rty or technology to any other llcense torms: or (3) worl( around any technlcsl limitatlons in a Product, Flx or Servlces Dellverable or reslrictions ln Product documentatlon, Excepl as expressly permltted ln this Amendment or a Slatemenl of Ssrvices, Customer must nol distribute, subllcense, rent, l6ase or lend any Product, Flx or Service Dellverable, ln wholo or ln part, or us€ lhem to offor hosllng servlces to a third party.
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 201 f. Rsservation ot Righls. Producls, Flxes, and servlce oellverables ar6 prolocted by copyright and olher lntellectual property rlghts laws 8nd lnternational treaties. Microsoft reserves all righls not expr€ssly granted ln thls Agreement No rlghts wlll b6 granted or impliBd by waiver or ostoppel. g. Supporlabllry of Products. Supporl for Producls ls svallablo under the terms of a licensing agreement, a separato Statement of Servlces or under lhe terms set forth at htlor/lstloporl.nrlcrosoft.com or a succegsor slte.
4. Confldentlafity, Subjoctto lhe requiEments ofCustome/s publicrecords and trado s€cr€t laws (lf any):
"Confldenllal lnformation'15 non-publlc lnformatlon that ls deslgnated "conlidenllal' or that a reasonable person should undorstand is confidentlal, and the terms of this Amendment. ll lncludes, but is not limlted to, non-public informatlon regarding either party's products, features, marketing and promollons, and the negoliated terms ofany Statement of Services.
Conlid€nllal lnformalion do6s not lncludo lnformation lh6t (a) becomes publlcly avallable withoul a breach of thls Amendment, (b) the receiving party recelved lawlully from another source wllhout a confidentlality obllgalion, (c) ls lndependonlly d€veloped, or (d) is a comment or spggestlon voluhieer8d about lhe olher party's business, prod cls or servlces.
Each party wlll take reasonable steps to prot€ct the olh6r's Conlidenliel lnlormallon and will use the other party's Confidential lnformallon only for purposes of ths partl6s' buslness ralatlonship. N€ither party wlll disclose that Conlid€nllal lnformatlon (o thlrd psrtlss, excspt to its employoes, Alflllates, conlrectors, advlsors. and consullants (collectiv€ly "Representatives") and then only on a need-lo-knowbasls, under non-disclosure obllgalions at leEsl as proteclive as thls Agreement. Each parly remalns responslblB tor lhe uss of tho conlidential lnformaiion by 116 R€pr€ssnlatlv6s and, ln the svent of discov€ry of aoy unauthoriz€d uso or disclosure, must promptly notity the otherparty.
A party may disclose the olherparly's Conlidenlial InFormation if rsquired by law; butonly after lt notifles the other party (lf legally permlssible) to enablo lhe oth6r party to seek a protecllve order.
Neith€r parly is required to r€strict work assignments of its representalivog who have had access to conlldenllal lnlormalion, Each party agreos that uss of lnformatlon ln representatives' unaided memorles in lhe devglopment or deploymsnl of the partlss' resp€ctlvs productE or servlces does not create liabllily under lhis Amendhent orTrado Socrot law, and each party agrees to limit what it discloses to the other accordingly.
These obllgatlons apply for a period of five yoals atter lhi confldenlial lnlormallon ls received.
6. Compllance wlth appllcable laws, prlvacy and secu ty. a. Customer consents to the processing of personal inlormation by Mlcrosoft and its agenls to facilitate the subl€ct m€tGr oflhls Ameodmenl. Customer wlll oblaln sllrequlred consents lrom lhlrd parlles (lncludlng Customor's conlacts, resollers, distribuloE, adminislrators, and employees) undor appllcable prlvacy and data protection law before providing personal lnlormallon lo Microsofl. b. Psrsonal lnfomatlon collected through Prolesslonal Servlces (l) may bs transbrrod, stored and procossed ln tha Unitod Slatss or any oth€r country ln which Mictosolt or lts crntractors mainlain facilities and (li) wlll be subject to lh€ privacy terms specllied ln the Use Righls. Microsofl will ablde by lhe requlrements of Europsan Economlc Ar€a 8nd Swlss data protectlon law regardlng lhe collection, use, trsnsfer, retenlion and processing of personal data from lhe European Economic Ar€a and swltzorland.
c. U.S. Export, Microsoft Products, Flxes and Servlces Osllverabl€s are subi€cl to U.S. €rport jurisdiction. customer mustcomplywlth all appilcablo lnternational and national laws, lncludlng th6 U.S. Export Adminlstratlon Regulatlons, the lnternatlonal Traflic ln Arms Regulallons, and €nd-user, end us6 and destlnatlon restrlctions by U.S, 8nd other govornm€nts rElaled to Mlcrosoft Products, serylces, and lechnologles.
6, Warrantlas
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 202 a. Llmlled wafian os and remadlas - Proressrora, Se/yr'ces. Microsolt warrants that lt wlll perform Prolesslonal Servlcos wlth professional csre and Bklll. lf Mlcrosoft falls to do so, and Customer nolilies Microsoft wllhln 90 days ol ths date the Professlonsl Servlces were performed, then Mlcrosoft wlll, at lt6 dlscretlon, oilhar re-perform tho Prolesslonal Services or relurn th€ prlco pald for lhem, These rom8dies are Customot's sols remedloE for br€ach of warrantles in lhls s8cllon.
Custom€r waivos any br6ach ofwananly clalms not msde during lhe wananty period. b, Excluslgns. The warrenlisE in thi6 seclion do not covsr problGms cau6€d by accldent, abuss or use ln a manner Inconsistent with this Amendment, lncluding fallure to m€et mlnimum eystem requiromonts. These warrantlos do not apply to free, trlal, pre-release or beta Ptoducts or to compononts of Products lhat Customeris permitted to rediskibute. DISCLAIMER. Excopt for the llmltod warrantlgs above, Mlc106glt provldEs no olhorwarrantlo6 or condltlons aId dlsclalms any other exprees, lmplled or slatulory warJanties, lncludlng warrantles of quallty, morchantablllty, fltnosE aor a partlcular purposo, lltls and non-lnfrlngoment. 7, Dsfensa of thlrd-pafty claims,
To the extenl not piohibiled by applicable law, th6 parlios willdelond each olheragalnst the third-party claims dsscribsd ln lhis soction and wlll pay ths amounl of any resulling adverse flnal judgment or approved selllement, butonly lfthodefendlng party is promptly notilled in wri ng olthe claim and has the rlght tocontrol the defense and any setllement ol it (subioct to (subjsct to 28 U.S-C. S 516 Is Customer is a Federal Government agBncy). Tho party belng defended must provlde lhe defending pFrty wilh all requested assistance, lnformatlon and aulhorlty, The defending party will reimburse lhe other parly for reasonable outof-pocl(et expenses it lncurs in providing asslstance. This section desc bes the partles'sole remedies and entire liability for such clalms.
By Ml$osoft. Mlcrosoft wlll defend C$lomer against any lhird-party cleim lo the extent lt all8ges that any Flx or Servlcas Deliverable mads availabl€ by Mlcrosoft for a fee and us6d wlthln the Ecope of S€clion 3 of thi6 AmondmBnt (unmodilied from ths lorm provlded by Microsoft and not combined with anylhing else) misappropriates a trade secrst or directly lnfringos a patent, copyrlght, or trademark or other proprlelary rlght of a third party. lf lvllcrosolt ls unable to resolvo a clalm of lnfringement under commorcially reasonable terms, it may, at lts option, ejther (1) modlFy or r€place tho Flx or Servlces Dellvorable wlth I functional equivslent; or (2)lerminale Customer's licanss and refund any ,e€s paid for such Flx(es) and S€rvlces Deliwrable(s). Microsolt will not be llabl€ tor any alaims or damages du€ to Customels continued use of e Product, Flx or Servic€s Dellverable afl6r belng notilied to stop duo to a lhird.party cl8lm. b. By Customor. To thB extent permltted by applicebls law, Customer will defend Mlcrosoft agalnst any third-party claim lo the €xtenl lt allogss lhat cuslomBfs use of any Fix or Servlces D€liverablo alone or ln comblnatlonwllh anything els€, ylolates the lawor damagss a thkd party.
Notwithstanding lhe foregoing, Mlcrosofls rlghts set lorlh in lhis section (and the rights of the third party clahlng lnlrlngemenl) shall be governed by the provislons of 28 U.S.C, S 1498, if Customsr ls a Federal Governmenl agency,
B. Llmlta ons ot llab lty.
Each parly's maximum, aggregale liabilily lo the other is limlted to direct damages llnally awarded in an amount nol lo exceod the amounls Customer was required to pay for th€ applicable Statoment of Services, subJoct lo lhe following.
a. Froo Profosslonal sorvlcss and Dlstrlbutablo codo. For Professional Selvic€s ploviddd flee of chargo and codB thal Oustomer is authorized to redislrlbute to lhlrd partles without a separate payment lo Microsoft, Mlcrosoft's liablllly is limltsd to direct damages tinally awarded up to us$6000.
b. Exclusions. ln no event wlll elther party bs liablo tor any lndlroct, i[cld€ntal, 6psclal, punilive, or conssquentlal damages, or for loss of use, loss of businsss informatlon, loss of rovenua, or lnlsruptlon of bu8lnoss, howovor cauaod or on 8ny thqory of llabllity.
Exceptlons. No llmltallon or exclusions wlll apply to liability arislng out of sllher party's (1) conlidentlality obligations (except for all llablllty relatod lo Cuslomer Dala, which wlll remaln subject CTM.FWICCTC.AGR
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 203 a. Notlces. NQllces must be senl lo th6 addrass on th8 slgnatura pag€ of lhls Amondment or on an applicable Statement of Services. All notlaes, aulhorlzallon!, and r6qu6sts given or made ln connecllon wllh thls Amendment must be ln wrlllng 8nd will be lrealed as dellvsr€d on tho dats shown on tho rohlrn rec€lpt or on the courlea or fax conlinnatlon of dell\rery. Mlcrosott may provide informallon to Customer aboul upcomlng oderlng deadllnos, servlcos and subscrlptlon lnformatlon ln electronlc fom, including by email lo conlacts prcvidsd by lh€ Cuslomer, Emails will bo trgated e8 dellv€red on th€ transmlsslon dalo.
b. Appltcahle law; dlsputo resolualon. This Amendment together wllh lhe applicable Statement of Servlces wlll be governed by the laws set fonh In the Agreement, Saverublllly. lf any provlsion ol thls Amsndment is hsld to be unenforcoable, the balance of lhe Amendment wlll remaln ln full force and effect.
d, Walver, Failure to enforce any provisipn qf thls Amendment will not conslltute I walvet Any waiver must be made in writing and signed by an aulhorlz€d representailve of lhe waiving party. e, Sullval. All provlsions surviw terminallon or oxplrallon of thls Amendment, sxcspt lhoss requlrlng performance only during lhe term of a Slatement of Servlces. f, Mlctosoft as lndependont conlracaot. The parlles are lndspgndent conlractors. Customer and Mlcrosoft each may develop products lndependently wlthout uslng ths othofs Conlldentlal lnlorm 6tlon.
g, Use of conlnclors. Microsoft may use conlractofs to porform Professlonal Ssrvic€s but will bo rosponslble fortholr psrformance subloct to lhe lBrms of thls Amondment. h. lnsurance whlle pefiomlng Profossrona, s./yrcos o, Custo,rr6r's prolnrses. llllcrosoft wlll m€lntaln lndustry-appropriate lnsurance coverage at all times when performing Professional Sorvicss on Customsr'E pr€mlsss under lhis Am6ndmBnt vla commercial lnsrrancs, s6lt-lnsursnce, or any olher slmlldr risk tinanclng altornallve. Mi$osoft will provlde Customer wlth €vldenc€ of coverage on r€quesl.
l, Anendnenls, Any modllication to this Amendment must be executed by both parties, except that MicrGon may change tho Product Terms and Us6 Rlghts ln accordancs wlth the terms of lhe Agreemsnl. Any addltlonal or confllcllng lerms and condillons contalned ln Cuslomer's purchase ord6r are expressly rajected 8nd will not apply.
J. No transfer of owrdfslrh. lvllcrosoft does not transler ownership rlghts In any Product, The Products are protected by copyrlght and other intellectual property rlghts. laws and lnternational lreatlos.
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to lhe limilations and exclusions above); (2) defense obligalions: or (3) violation of lhB other parly's intellectual property rlghts.
L Tem and lamlnaflor,. Thls Amendmenlvrill remain ln €ff€ct untll terminated.
Either party may lerminat€ lhis Amondment al any time wilhout cause by giving the other party at least 60 calendar day6 prior wrlllen notlce. Terminating this Am6ndm6nt wlll not atfecl any exlsting Sl€t€ments ot Servlces but wlll t€rmlnat€ Ihe ability of the partles to enter inlo Bubsequ€nl Slatemenls of Servlces.
Customer may termlnale a Slatement of Servicas upon 30 days' notics. Elther party tq the SlEtoment of Services may termlnate it if lhe olher party ls ln matedal breach or default of any obllgation that is not cured wlthln 30 calendar days' nollce ol such broach. Mlcrosoft may lermln8te a Statemont ol ServlcoE it Clstomer falls to pay any involce lhat ls more lhan 60 days outstsnding, customer agrees to pay all fses lor Prolessional S€Nices performod snd expenses incurred prior to lormlnation and any addltional amounts that may be speci,led in a Stalomenl of Ssrvlces. Upon Mlcrosofl's receipt of paymenl for tho Prolesslonsl Services, Cuslomeas Inleresls ln the servlces oeliverables wlll vest. 10, Mlscsllanaous.
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 204 ,. Iaxos. lf any amounls are lo bs pald to Mlcrosoft, th6 amounts owed afe exclusive of at.ty taxss. Customor shall pay all valus added, goods and Bervlces, sales, gmss rec€ipt8 or other transaction tExss, fees, charu$ or surcharges or other slmllar taxes, chares or leos or any regulatory co8l recovery and olher surcharges thal are owBd under lhls Amendment and whlch Mlcrosolt ls permllted to collecl lrom Customer. Cuslomer shEll also be responsibls for an appllcabl€ stamp taxes and for all other laxes lhat lt ls legally obllgated to pay, Includlng any taxes that arle€ on the dlsklbutlon of provislon ol Prote$lonal S€rvlces by Customer lo its Affiliates. Microsoft shall be re8pooslble for paymBnt of all laxes basad upon lls nsl lncome, gross rocelpts taxes lmposod in ll6u of taxes on lncome or prolits, or taxes on Microsoft's propErty own€rship. lfany taxos aro r€quirod to be withheld on paymenls made to Microsoft, Customer may deduct such laxes from lhe ameunt ow€d and pay them to tho appropriate taxlng authorlty: provlded however, lhat Customer shall promplly securo and dollver an omcial r€coipl for lhose withholdings and olher documsnls rgasonably requ€stod by Mlcrosoft to clalm a forelgn lax credlt or rolund. Cu6lomor wlll onsure lhat any laxo8 withheld are minlmized to lhe extent posslble under appltcabte law. rr. No thlrd-party beneficlarles. This Amendment does not create and third-party benoticlary rights Except for changes made by lhis Amendment, lhe Enrollmenl or Agreemenl idenlifiod above romalns unchanged and ln fullforce and effect. lfthere is any confllct betw€Bn any provislon in lhis AmehdmBnt and any provlslon ln lhe Enrollmenl or Agr€ement idBntified abov6, lhls Amendment shall control, This Amendment must be attached to a slgnature form to be valld.
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k, Professlonal Sotylcas paymentterms, Customer agrees lo p8y all Fsss ln a Slat6mont ot Sorvlcss wilhin 30 days ot lhe date ofMlcrosoft's lnvolc€ unlo8s lhe Statgment of Servlces provldes otheMlse.
Mlcrosoft may ass8ss a linarce charga of the lesser of 18% per annum, accruod, calculated and payable monthly or lh€ hlghest amount allowed by law on all pssl due amounls due to Mlcrosoft.
Microsoft wlll have no obllgatlon to conllnue to provids Prolesslonal SoNicos lf Custom€r falls to make llmoly psymont.
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 205 I
ACREEMENT # ITARC-00932
LICENSED SUPPORT PROVIDER (LSP)
AGREEMENT No. ITARC-00932
For
MICROSOFT PRODUCTS AND SERVICES
UNDER MICROSOFT EA NO.8084445
BETWEEN
COUNTY OF RIVERSIDE
And
ZONES, LLC
This Agreement is entered between the COUNTY OF RIVERSIDE, a political subdivision of the State of Califbmia, (herein referred to as "COUNTY"), and Zones, LLC, a Washington Limited Liability Company authorized to conduct business in the State of Califomia (herein reierred to as "LSP") of Microsoft Licensing Solution Provider, effective from November 01.2024 and continues in effect through October 31, 2027, based on LSP's response to RFQ no. ITARC-532 for Microsoft products and services under Microsoft EA no. 8084445. The parries agree as follows:
All Terms and Conditions of this Agreement No. ITARC-00932 shall govem purchase of Microsoft products and services under Microsoft EA no. 8084445 by County through the LSP.
This Agreement shall be effective from November 01.2024 and continues in effect through October 31,2027, with the option to renew for an additional three-year period expiring on October 31, 2030, with no obligation by the County ofRiverside to purchase any specified amount ofgoods or services.
In addition, the County may at any time choose to transfer the enrollment from one LSP to another LSP pursuant to the transfer tenns set by Microsoft.
The period of performance for the enrollment with the LSP may be lbr up to a three-year term with the option to renew the enrollments with contracted LSP through the LSP contract expiration date.
3. Compensation
The COUNTY shall pay the LSP for products at the cost as stated in Exhibit A, incuned in accordance with the terms of this Agreement. The COLINTY is not responsible lor any fees or costs incurred above or beyond the contracted amount and shall have no obligation to purchase any specified amount ofservices or products.
Non-Appropriations: The COUNTY obligation for payment ofthis Agreement beyond the cument fiscal year end is contingent upon and limited by the availability oICOUNTY funding from which paymenl can be made, and invoices shall be rendered "nronlhly" in arrears. In the Slate ofcalifomia, Government agencies are not allowed to pay excess interest and late charges, per Govemment Codes, Section 926.10. No legal liability on the part ofthe COUNTY shall arise for payment beyond June 30 of each calendar year unless funds are made available for such payment. In the event that such 1,
lic!rsiur l.()6 l0l I
SEP I () 2024 3r2
2. Period of Performance:
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Hold Harmless/Indemnifi cation :
4.1 LSP shall indemnify and hold harmless the County of Riverside, its Agencies, Districts, Special Districts and Depaftments, their respective directors, officers, Board ol Superuisors, elected and appointed ofllcials, employees, agents and represenlatives (individually and collectively hereinafter rel'en'ed to as lndemnitees) from any liability, action, claim or damage whatsoever, based or assened upon any services, or acts or omissions, of LSP, its ofilcers, employees, subcontractor, agents or representatives arising out of or in any way relating to this Agreemenl, including but not limited to propefty damage, bodily injury, or death or any other element ofany kind or nature. LSP shall defend the Indemnilees at its sole expense including all costs and fees (including, but not limited, to attomey fees, cost of investigation, defense and settlements or awards) in any claim or action based upon such acts, omissions or services.
4.2 With respect to any action or claim subject to indemnification herein by LSP. LSP shall, at Iheir sole cost, have the right to use counsel oftheir own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of County; provided, however, that any such adjustment. settlement or compromise in no manner whatsoever limits or circumscribes LSP indemnification to Indemnitees as set lorth herein.
4.3 LSP obligation hereunder shall be satisfied when LSP has provided to County the appropriate form of dismissal relieving county from any liability for the action or claim involved.
Termination:
5.1 County may terminate this Agreement without cause upon thirty (30) days written notice served upon the LSP stating the extent and effective date of termination.
5.2 County may, upon five (5) days written notice terminate this Agreement for LSP default, if LSP refuses or fails to comply with the tems of this Agreement or fails to make progress that may endanger perlormance and does nol immedialely cure such failure. ln the event of such termination. the County may proceed with the work in any manner deemed proper by County.
5.3 LSP rights under this Agreement shall terminate (except fbr lees accrued prior to the date of temrination) upon dishonesty or a willful or material breach of this Agreement by LSP; or in the event of LSP unwillingness or inability fbr any reason whatsoevel to perlorm the terms ol this Agreement.
Alteration or Changes to the Agreenrent
The Board of Supervisors and the County Purchasing Agent and/or his designee is the only authorized County representatives who may at any time, by written order, alter this Agreement. lf any such alteration causes an increase or decrease in the cost of, or the time required tbr the performance under this Agreement, an equitable adjustment shall be made in the Agreement price or delivery schedule, or both, and the Agreement shall be modified by written amendment accordingly.
5 6
2 R.vrs0n li06r202l
funds are not forthcoming for any reason, COLTNTY shall immediately noti$/ CONTITACTOR in writing; and this Agreement shall be deemed terminated, have no further force, and effect.
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 207 AGRLLMENI # II AR('-OO9]]
7. Notices
All conespondence and notices required or contemplated by this Agreement shall be delivered to the respective parlies at the addresses set fofth below and are deemed submitted two days after their deposit in the United States mail, postage prepaid:
LSP
Zones, LLC
Attn: Imran Yunus
13915 Cerritos Corporate Drive, Suite A
Cerritos. CA 90703
[email protected]
Insurance
Without limiting or diminishing the LSP'S obligation to indemnify or hold the COUNTY harmless, LSP shall procure and maintain or cause to be maintained, at its sole cost and expense, the following insurance coverage's during the term of this Agreenrenl. As respects to the insurance section only, the COUNTY herein refers to the County of Riverside, its Agencies, Districts, Special Districts, and Departments, their respective directors, officers, Board of Supervisors, employees, elected or appointed officials, agents, or representatives as Additional lnsureds.
A. Workers' Compensatinn:
lf the LSP has employees as defined by the State of Califomia, the LSP shall maintain statutory Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of Califomia. Policy shall include Employers' Liability (Coverage B) including Occupational Disease with limits not less than $1,000,000 per person per accident. The policy shall be endorsed to waive subrogalion in favor of The County of Riverside. Policy shall name the COLTNTY as Additional lnsureds.
B, Commercial General Liabilitl:
Commercial General Liability insurance coverage. including but not limited to, premises liability, unmodified contractual liability, products and completed operations liability, personal and advertising injury, and cross liability coverage, covering claims which nray arise tiom or out of' LSP'S perforrnance of its obligations hereunder. Policy shall name the COUNTY as Additional Insured. Policl,'s linrit of liabilitl' shall not be less than $2.000,000 per occurrence combined single limit. Ifsuch insurance contains a general aggregate limit, it shall apply separately to this agreemenl or be no less than two (2) times the occurrence limit. Policy shall name the COUNTY as Additional Insureds.
C. lnsurance Requirements for IT Contractor Services:
COUNTY
Riverside County Information Technology
Attn: Procurement Contract Specialist
3450 l4n Street
Riverside, CA 92501
3 Re!,\r,r 1,06,2021
tt.
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 208 AGREEMENT # ITARC-00932
LSP shall procure and maintain for the duration ofthe contract insurance against claims lbr injuries to person or damages to properly which may arise from or in connection with the performance of the work hereunder by the LSP, its agents, representatives, or employees. LSP shall procure and maintain for the duration oflhe contract insurance claims arising out oftheir services and including, but not limited to loss, damage, thell or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data.
Cyber Liability lnsurance, with limits not less than $2,000,000 per occunence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undeftaken by LSP in this agreement and shall include, but not limited to, claims involving inl'ringement of intellectual property. including but not limited to inliingement of copyright, trademark, trade dress. invasion ofprivacy violations, information thelt, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulalory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.
If the LSP maintains broader coverage and/or higher limits than the minimums shown above. the County requires and shall be entitled to the broader coverage and/or higher limits maintained by the LSP. Any available insurance proceeds in excess ofthe specified minimum limits ofinsurance and coverage shall be available Io the County. Policy shall name the COUNTY as Additional Insureds.
D. General Insurance Provisions - All lines:
I ) Any insurance carrier providing insurance coverage hereunder shall be admitted to the State of Caliibmia and have an A M BEST rating of not less than A: VIll (A:8) unless such requirements are waived. in writing, by the County Risk Manager. If the County's Risk Manager waives a requirement for a particular insurer such waiver is only valid for that specific insurer and only for one policy term.
2) The LSP must declare its insurance self-insured relention for each coverage required herein.
Ifany such self-insured retention exceeds $500,000 per occun'ence each such retention shall have the prior u,ritten consent of the County Risk Manager before the commencement of operations under this Agreemenl Upon notilication of self-insured retention unacceptable to the COUNTY, and at the election of the Country's Risk Manager. LSP'S carriers shall either; l) reduce or eliminate such self'-insured relention as respects this Agreement with the COUNTY, or 2) procure a bond which guarantees payment of losses and related investigations, claims administration, and defense costs and expenses. 3) LSP shall cause LSP'S insurance carrier(s) Io furnish the County of Riverside with either l) a properly executed original Certificate(s) of Insurance and certified original copies of Endorsements eft'ecting coverage as required herein, and 2) if requested to do so orally or in writing by the County Risk Manager, provide original Certified copies of policies 4 Rcvrsknr 1 06 20ll
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 209 ACREEMENT # I1'ARC.OO932
9. General:
including all Endorsements and all attachments thereto, showing such insurance is in full force and effect. Further, said Certificate(s) and policies of insurance shall contain the covenanl ofthe insurance carrier(s) that a minimum of thirty (30) days written notice shall be given Io the County of Riverside prior to any material modification, cancellation, expiration or reduclion in coverage of such insurance. If LSP insurance carrier(s) policies does not meet the minimum notice requirement found herein, LSP shall cause LSP's insurance carrier(s) to fumish a 30 day Notice ofCancellation Endorsement. 4) In the evenl of a material moditlcation, cancellation, expiration, or reduction in coverage, this Agreement shall terminate forlhwith, unless the County of Riverside receives, prior to such effeclive dale, another properly executed original Certificate oflnsurance and original copies of endorsements or certified original policies, including all endorsements and attachments thereto evidencing coverage's sel forth herein and the insurance required herein is in full force and effect. LSP shall not commence operations until the COL.INTY has been furnished original Certificate (s) of lnsurance and cenified original copies ofendorsements and iirequested, certified original policies ofinsurance including all endorsements and any and all other attachments as required in this Section. An individual authorized by the insurance carrier Io do so on its behalf shall sign the original endorsements for each policy and the Certificate of Insurance.
5) It is understood and agreed to by the parties hereto that the LSP's insurance shall be construed as primary insurance, and the COUNTY'S insurance and/or deductibles and/or self-insured retentior')'s or self-insured programs shall not be construed as contributory. 6) If, during the term of this Agreement or any extension tl,ereof, there is a material change in the scope of services; or. there is a material change in the equipment to be used in the perlbrmance ofthe scope ofwork: or, the term ofthis Agreement, including any extensions thereot, exceeds live (5) years; the COUNTY reserves the right to adjust the types of insurance and the monetary limits of liability required under this Agreement, if in the County Risk Management's reasonable judgment, the amount or type of insurance carried by the LSP has become inadequate.
7) LSP shall pass down the insurance obligations contained herein to all tiers ofsubcontractors working under this Agreement.
8) The insurance requiremenls contained in this Agreernent may be met with a program(s) of sel[-insurance acceptable to the COUNTY.
9) LSP agrees to notify COUNTY ofany claim by a third party or any incident or event that may give rise to a clainr arising from the perfonnance of this Agreernent.
9.1 This Agreement, including any attachments or exhibits, constitules the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions and communications, whether oral or in writing. This Agreement may be changed or modified only by a written amendment signed by authorized representatives of both parties.
5 Rc!isx)n l/06,2021
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9.2 This Agreement shall be govemed by the laws of the State of Califomia. Any legal action related to the perflonnance or interpretation of this Agreement shall be filed only in the Superior Court ofthe State of Califomia located in Riverside, Calilornia, and the parties waive any provision of law providing tbr a change of venue to another location. ln the event any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
9.3 The following documents are attached to and incorporated into this Agreemenl:
Exhibit A: Scope and pricing.
Exhibit B: LSP Reporting of Active Enrollments.
Exhibit C: Microsoft LSP Participation Form.
Exhibit D: Microsoft EA Benefits for Government Agencies, Exhibit E: Microsoft Enterprise Agreements and Amendments.
El ) Microsoft Enterprise Agreement No. 8084445.
E2) Microsoft Select Plus Agreelnent No. 7756479.
E3) Amendments No. l- EA Custom Tenns CTM (Document No. CTM-CPT-OPT-FWK) E4) Amendments No. 2- EA Custom Tenns (Document No. CTM-FWK-CTC-AGR).
9.4 In the event of any conflict or inconsistency between the terms and conditions of this Agreement and any terms or conditions sel lbfih in any of the attachments, purchase order(s), or other document relating to the transactions contemplated by this Agreemenl, the terms and conditions se1 fofih in this Agreement shall prevail.
9.5 This Agreement may be executed in any number of counterpans, each of which will be an original, but all of which together will constitute one instrument. Each party of this Agreement agrees to lhe use ofelectronic signatures, such as digital signatures that meet lhe requirements ofthe Califbnria Unilbmr Electronic Transactions Acl (("CLIETA") Cal. C iv. Code $$ I 633. I to I 633. I 7). for executing this Agreement. The parties further agree that the electronic signatures of the parties included in this Agrremenl are inlended to authenticate this writing and to have the same fbrce and efl'ect as manual signatures. Eleclronic signature means an electronic sound, symbol, or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record pursuanl to lhe CUETA as amended I'rom time to time.
The CUETA authorizes use olan electronic signature Ibr transactions and contracts among parties in Califbmia, including a govemment agency. Digital signature means an electronic identifier, created by computer, intended by the pany using it to have the same lbrce and efl'ect as the use ofa manual signature, and shall be reasonably relied upon by the parties. For purposes of this section, a digital signature is a type of"eleclronic signature" as deflned in subdivision (i) ol Section 1633.2 of the Civil Code.
Rcvisr)n 1106'2()2I
6 FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 211 ACREEMENT # ITARC-00932
9.6 If the entitv is a comoration. the sisna ol two comorate officers (the president, vice ial Officer l.e. treasurer or asststanl treasurer
are reouired on the asreements. The SI gnatures must be in the following combination: president or vice presidenl and secretary, treasurer or CFO. For example. the signatures ofa president and a vice dent would be insufficient. If si e resoluti
authorizins the one officEI to bind the comoration. sisned bv the Board of Directors of the corDoration. is required. The comorate resolution must authorize the signatory to sign aqreements on behalf of the comoration.
lf the entitv is a limited liabilitv colllnany (LLC). the sisnatory is authorized sisner as set forth in LLCs operating agreement.
lN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement.
COUNTY OF RIVERSIDE, a political
subdivision of the State of Califomia
By
Chuck ashington
Chair of the Board of Supervi
Dated:
ATTEST:
Kimberly Rector
Clerk of the Board
By,
APPRO VED AS TO FORM:
Minh C. Tran
Countr€ounsel
By
Paula ido
Deputy unty Counsel
Datcd: alc(zort
Rcvision l/06/2021
ZONES, LLC, a Washington Limited Liability
Company authorized to conduct business in
the State of California.
SrlM DereL deSalher (Ju|9,202408 5l POr)
Name: Derek deBa kker
Title: General Counsel
Dated Ju|9,2024
7 SEP 1O 2OZ4 3Pp
By:
1 lu /tut
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 212 2 Exhibit A
Scope and pricing
LSP's Scope and responsibilities
The Licensed Support Provider (LSP) will resell all available Microsoft Licensed Support Provider (LSP) lbr Microsoft Master Microsofl Enterprise Agreement No. 8084445; Software Licensing, Sofiware Support, Cloud Services such as Azure, lndustry Solutions Delivery (lSD) formerly Microsoft Consulting Services (MCS), Microsoft Unified Suppot and Microsoft incident response. Microsofl Select Plus Agreemenl No. 7756479.
The agreement with LSP as a LSP of the Microsoft Products and Services under Microsoft EA No. 8084445 is available for use by the County ofRiverside and govemmental agencies within the State of Califomia. The LSP will serve as the liaison between the political entity for enrollments under the Microsoft EA.
The Enrolled Affiliate shall work with the LSP to determine the annual payment, true-up commitment schedule defined in their enrollment.
6. Each Alllliate will communicate to the LSP the cornpensation terms applicable to their agreement The LSP will provide reports showing year to date annual spend according to Enrolled Affiliate's specifications. Frequency will be determined by each Enrolled Affiliate (ie: monthly, quarterly, etc.).
The LSP will provide reports of licenses purchased and added on to enrollment according to Enrolled Afflliate's specifications. (lntended for an enrollment that has licenses for multiple agencies within a govemmenlal body - ie county, city, etc.) Frequency will be determined by each Enrolled Affiliate (ie:
monthly, quarterly, etc. ).
The LSP will provide. at tlie Enrolled Atllliate's request. a licensing portal that allows the tracking of licenses beyond the capabilities of the Microsoft VLSC. This portal will show, but not be limited to, all licenses on the current enrollment, quantities of said licenses, track licenses at department/agency levels, transfer licenses to and from each department/agency, and have reporting functionalities. 5 7
8 9
R.'lision 1]06 2021
AGRITLMLN I ll II'AR( -00932
3. The LSP agrees to extend the same pricing, terms, and conditions to every political entity, special district, in the State of Califomia. lt is understood that other entities shall make purchases in their own name, make direct payment, and be liable directly to the LSP oftheir choosing; and County shall in no way be responsible to any LSP firr olher entities' purchases.
4. The LSP may remain the LSP for the Three 3-year duration of the Enrolled Affiliate's Enterprise Agreement Enrollment. All True-Ups during the 3-year enrollment (orders for new products, etc.) by Enrolled Af'filiates are required to be submitted only through the Afllliate's selected LSP. Multiple LSP's cannot service a single Enterprise Agreement Enrollment. Enrolled Affiliate may at any time choose to transler their current enrollment from one LSP to another LSP pursuant to the transfer terms set by Microsoft.
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 213 A(lREEMENl' # ITAR('-OO9]2
10. The LSP will provide training to the Enrolled Affiliate's Microsofl adnrinistrators orr Microsoft portals such as the VLSC, Office 365, Azure, etc. within 30 days of receiving a purchase order for such products that introduce a new portal. LSP should outline what aspects of training they feel would be beneficial in their proposal.
ll. The LSP will provide documentation to the Enrolled Affiliate within 90 days of when Microsof't has made a change to a license and advise of any grandfather or conversion rights within that same timelrame.
12. The LSP will provide a short synopsis ofwhy an amendment is needed and the ramification ofeach amendment to an enrollmenl at the time of such amendment.
13. The LSP will provide an updated price list on an annual basis or when Microsoft changes price point, whichever is sooner, in an Excel spreadsheet to the Enrolled Affiliate. This price list must capture, at minimum, the following categories fbr each product: SKU, product description, MSRP, NET (Level D). LSP's upliti and contracted unit price.
14. The LSP shall provide a list of enrollments. The list of enrollments is due 30 days after the contract signature and on January l5th ofeach calendar year during the agreement period. This list will include the agency name, contact person, email and phone number and annual spend. The intent ofthis is to track how many agencies within the State of Califomia piggyback off of the Master Agreement.
15. The LSP will be charged I .00% olthe annual enrollment sales amount to leverage the Riverside County Master Microsoft Agreemenl No.8084445, and Select Plus Agreement No.7756479, which includes Software Licensing, Software Support, Cloud Services such as Azure, Industry Solutions Delivery (lSD), Microsoft Consulting Services (MCS), Microsofi Unified Support and Microsoft incident response. This administrative fee will be an annual fee, per enrollment inclusive of Aifiliates Shadow Enrollments.
16. The Servicing LSP shall provide Microsoft Enterprise Support Services from Microsoft to assist customers leveraging this contracl vehicle in operation ofthe technology acquired and assist Riverside Master Participants in maximizing the benefits of this investment.
17. The Sewicing LSP shall provide the ability to for the acquisition of Microsoft services as the demand for individual product services or capabilities expand. The servicing LSP shall provide serices to include Microsoft Unified, Industry Solutions Delivery (lSD), and Microsoft incident response. The Servicing LSP will have a valid Microsoft Master Services Agreement on file with Microsoft in order to resell Microsoft Unified Support, and lndustry Solutions Delivery (lSD). Additionally, the contractor shall provide Microsoft dedicated Technical Supporl representatives and subject matter experts provided via the Microsoft enterprise agreemenl to support and assist Riverside County master participants in analyzing, architecting, implementing, managing, and operating solutions based on the licenses previously acquired or to be purchased in accordance with the terms ofthe Microsoft enterprise licensing program.
9 Rcvision l/06/2{)21
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18. LSP will be responsible tbr submitting a completed "Reporting of Active Enrollments" by January I 5th of each year for the prior calendar year.
19. The County of Riverside Information Technology (RCIT) will invoice the Awarded LSP annually based on the enrollments verilled from LSP Reporting of Active Enrollments.
20. Payment is due to Riverside County Infbmation Technology thirty (30) days from invoice date.
21. The administrative fee shall not be included as an adjustment to LSP's Master Agreement pricing.
22. The administrative fee shall not be invoiced or charged to the Enrolled Affiliate.
23. Administrative fee checks shall be submitted to:
Riverside County Inlbrmation Technology
Attn: Accounts Receivable
3450 l4th Street, 4th Floor
Riverside, CA 92501
Revrsiur I /06/2(12l
10 FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 215 Item Description Price Level Markup 7,
Enterprise Online Services+* (including Full USLs, From SA USLs, Add-ons and Step Ups) M365 E3 and E5, Enterprise
Mobility + Security E3 and E5, Office 365 Enterprise El or E3, Windows l0 Enterprise E3 or E5.
Level D 2.50
Enterprise Products (Office 365 Pro Plus, Windows l0
Enterprise, Core CAL Suite, Enterprise CAL Suite). Level D 2.50 Additional Products (M365 Fl, M365 E5 Compliance, M365
E5 Security, Office 365 Enterprise F1, Project Online, Visio Online Plan I or Plan 2, Dynamics 365, Azure, SQL Server, Windows Server, etc).
Level D 2.50
Server and Tools Product (applies to Server and Cloud
Enrollments only) SharePoint Server, SQL Server, BizTalk Server, Visual Studio, Core Infrastructure Suites, etc.
Level D 2.50
All products for Select Plus Agreement N o.7156479. 2.50 Microsoft Unified Support Services 2.50
Microsoft Consulting Services 2.50
Microsoli lncidenl Response 2.50
Pricins:
l. Microsoft Enterprise License Subscription and services 2, l,icense Support Provider (LSP) Solution Area Specific Capability:
Solutior Area Specilic Capability Nunrber Customer
Size Reference?
Number ofsuccessful customer production mail
deployments/mi grations'l 19 5 - 170,000
BAYHEALTH MEDICAL
CENTER
Ronald Belfont
Ronald [email protected]
Number of successful customsr production SharcPoint
deployments/mi grations? I2 TB
BAYHEALTH MEDICAL
CENTER
Ronald Bellbnt
RoDald Belfont(.r tsavhealth.olq
Number of successl'ul customer produclion Teams
deployments/migrations'l 9 30.000
ALLONE HEALTH
RESOIJRCES
Gwen Mueller
Gwen.Mueller(alal lonehealth.com
Number of successful customer production 'I'eams
Voice deployments/PBX migrations'l 30.000
Southern Califomia Edison
Mona Saxena
Sr Manager - App Dev
Mona. Saxena(alsce.com
Number ofpeople with specialized expertise on
technologies listed above
8 11
AGREEMENT # ITARC.OOg32
7 3
Rcvrsion I /06/2021
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 216
3. License Support Provider (LSP) servicc rates:
AGREEMENT # ITARC-00932
Data and Artificial lntelligent Certifi ed Competency (Yes,t,lo) Hourly R8te (On Prenlise)
Build Intellisent Apps Yes $190
Build Intellisent Asents NA
Machine Leaming Yes $190
Intemet ofThings $190
Globally distributed data NA
OSS Databases No NA
Cloud Scale Analytics No NA
Data Platform Modemization to Azure $190
Windows Server on Azure Yes $190
Security & Managemcnt Yes $2 r5
Datacenter Migration Yes $215
Modem Business Intelligence Yes $190
Copilot Yes $r 90
Biz Apps
Customer Service Yes $190
Field Service Yes $r 90
Marketing Yes $190
Talent $190
Finance and Operations Yes $190
Business Central No NA
Power Apps Yes $190
Power BI Yes $190
Apps and Infrastructure
Azure Stack Yes $r 90
High Performance Compute Yes $r 90
Cloud Native Apps using Serverless Yes $r90
Modemize Apps Yes $t90
SAP on Azure NA
Linux on Azure No NA
Dev Ops Yes $rc0
Business Continuitv & Disaster Recovery Yes $190
Windows Server on Azure Yes $r s0
Security & Management Yes $r 90
Datacenter Migration Yes $190
Modem Workplace
User Adoption & Change Management Yes $190
Security $190
GDPR & Compliance Yes $r 90
Teamwork Yes $190
Calling & Meetings Yes $r90
Modern Desktop Yes $ 190
Office 365 Migration Assistance Yes $ r90
Mail Yes $190
l eams Yes $190
SlrarePoint Yes $190
OneDrive Yes $190
Rcvision l/06/?021
12 No
Yes
No
Yes
Yes
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 217 AGREEMENT # I1'ARC-00932
LSP REPORTING OF ACTIVE ENROLLMENTS
MICROSOFT ENTERPRISE AGREEMENT No. 8084445
LSP Name Compony nome
RIVCO
Contract lD TBD
Master
Enrollment
Enrollment
Number:
Enrollment
Entity:
Start
Date:
End
Date:
Annual
5ales
Enrollment
Contact:
Enrollment
Contact
Email:
Enrollment
Contact Tel:
County of
Riverside
xx/xxl
xxxx
xxlxx
/xxxx John Doe
Rcvrsron l/0t'2(l2l
13 Exhibit B
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 218 AGREEMENT # ITAR("00932
Exhibit C
MICROSOFT LSP PARTICIPATION FORM
Jtx SI TH
cnie{ lnlbrmaton ollrcer MARTII.T P€REZ, ACIO
Enterpnse ,lpplrcrions greal
OARRYL POLX
ChistTechnolo9y Ofice. FlC T GUSTAVO VAZQTJEZ, ACIO
,trIACY TILLI'AN Converged Corlm('licClons B,rea.r
Oe9W Orreclor Admn - fT
AI{THOi{Y CHOGYOJT
Chle{ lnbrnralion Secrf,lty Ottcea
XARAN CHA'{DRAfl. ACIO
Technology S€rvices &r@u
Microsoft LSP Participation Fomr
(RFQ # ITAR(:-00532 .{.tt.cbD.na 2)
Complete this torm and relurn tg;
Attent o.r: Llfila Fakhoui
E-rnail: Iaktpu4Drivco oro
Paymant shguld ba mada io:
Rivetside Counv HqnEl,m TeclrEacgy
3450 14th Strcet. Fourth Floor
Riverside. CA 92501
County o, RiversK,e Tl,l #: 9ffi09OO
C-omparry tgne: 7on€s I I C
l,lame litle: VP. Sales
Address: ,3915 Centos CorDorate Dfive. Sutu A Ceritos. CA 90703 City: Cembs ZF Code: 90703 TeleplD ne# 310,765-0 r 24
[email protected]
The Oounty ot F{versl(b ls tlte tDst ot the Micrpoc t M6terAgree[Ent tlo. 8084445. Alt questlfis regadrE the pDdncls ald licensirE shodd b€ drected to Misosott
By s(rr{rE bebw. I zn agreelng to pqy lhe patlclpqtq| tees tor each enrollfiEtt thd ls establE t€d Dy leveraging the Cour*y d Riversk e Mnsbf AgtEement in accoI(Erce to UE schedre reterBnced on FFQ # rARC{0632 arx, arry srDseqtEnt cor*racls r, / or afiEndrn€r[sBy srgning below. I atso agfee thal all erroBnerts nlll be subnltted to MrcDsoi direct lo eporl efio[m€fla *tlvity rd conplyto ltE payrn€rn schedrle pe' RFO # ffARC"{Ds32 to Fuverslde Courty htormabn Tectrpbgy
Please relecrEe tlE rcrninx|ce irrarndar AorE ttr rytErc to send the payrn€rn. Faihfe to colllp}/ mry I€sttt lo UE a.rad beirE rcscind€d.
G,a tsnad a !x r'!rr 04t25t2024
Stgnatqe
lmran Yunus
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Date
VP. Sales
Rcvision I ()6/2021
TiUe
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Fax #: MA Ernall:
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 219 AGRIiEMENI # ITAR( -00931
Exhibit D
Microsoft EA Benefits for Government Agencies
Reduced Paperwork
Reduced number of separate documents to review - by consolidating amendments into a single document. Many of the amendments previously required are now built into the enrollment document.
Customers utilizing the County of Riverside EA Master Agreement may choose either an Enterprise Enrollment or a Server and Cloud Enrollment (or both) depending on their needs.
Standard Pricing Across all platforms
Microsoll will provide LSP's (authorized EA LSPs on this contract) with Govemment Level-D, pricing offofpublished "LSP cost" all platforms. Azure discount is a f'actor ofthe consumption rate.
This will make it easy when calculating New, Additional product, and True-up purchases at the beginning or during your Enterprise Agreement Term. It also reduces possible confusion among partners.
E3 No charge Onboarding Services
Microsoft assisted onboarding is now a benefit of Ollicc 365, Microsofi lnlune Azure AD Prcrnium and Azure RMS. Eligible customers will receive guidance from a dedicated group of onboarding experts known as the Microsoft FastTrack Center (FTC) to onboard to these services. The FTC uses an onboarding approach known as FastTrack to help you, your IT Team, and or Partner, confidently onboard new users and capabilities. Programs are subject to change and/or evolve.
No Charge Security Incident Assistance
Microsoft will engage special security teams in the event ofan exploit ifyour organization leverages Microsoft security technologies as pan of your enterprise agreement commitment. These teams will help you identify and stop the malicious attack and triage the incident. See your Microsoft Sales Executive for more details.
E5 Raise and lower commitment for hosted services during the Enterprise Agreement Period You can raise your commihnent fbr hosted services like 0365, CRM, Azure during the current EA year and only commit to the remaining months in that year. Example: your anniversary for your Year-2 term is in November and your adding 100 Office 365 users in May. You will only be obligated to pay for the 6 months leading to your anniversary. Additionally, you can now true-down hosted services at your anniversary to the original commitment level as well.
E6 Additional Software Assurance benefits
With New Version Rights, you can upgrade each Microsoft product license that is covered by active Software Assurance to the most recent version for no additional cost. When a new version of Microsofi Office is released during the tenn of your agreement, your licenses are aulomatically upgraded to the new version.
EI
Oflice Roaming Use Rights: Help expand end-user productivity and extend the value of your virtual desktop environment with Office Roaming Use Rights, which lets users with Software Revision 1106,2021
15 E2
E4
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 220 AGREEMENT # ITARC.OO932
Assurance on Office, Project, or Visio remotely access their software on their virtual desktops from third-party devices.
Spread Payments: Spread the costs of your License and Software Assurance purchase across three equal, annual sums versus one up-front payment to help reduce initial costs and aid in forecasting annual software budget requirements up to three years in advance. When you use the Spread Payments benefit, no interest or additional fees are incurred. You may also consider Microsoft Payment Solutions to help finance your technology needs, including software, services, partner products, and hardware. Although Microsoft Payment Solutions is not part of Software Assurance, you can choose it separate from, or in addition to, the Spread Payments benefit to create a customized payment structure.
Step-Up Licensing: Volume Licensing customers with Software Assurance can migrate from a lower edition to a higher edition software product while maintaining their Software Assurance coverage on a given product. The Step-up License makes it easier for you to move from a lower level edition to a higher-level edition without incurring the full cost of licensing two separate editions of the software.
More information about the Software Assurance by products as listed above can be found at:
https://www. m icrosoft.com/en-us/Licensing/licensing-programs/software-assu rance-byroduct.as x?83f f dda4-a263 -4123-97 52-1.122538c0a95=True 16 Revrslon l/06/2021
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 221 ACREEMENT # ITARC-00932
Exhibit E
Microsoft Enterprise Agreements and Amendments
El)
E2)
E3)
E4)
Microsoft Enterprise Agreement No. 8084445.
Microsoft Select Plus Agreement No. 7756419.
Amendments No. l- EA Custom Terms CTM (Document No. CTM-CPT-oPT-FWK) Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-AGR).
Rcvision | /06/202 I
t7
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 222 E Min',:so'ft \/ol r.r rrr e l-,icens ing
Program Signature Form
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Nolc; Enler ttre applic:rllle :rctive nr:rnbers associ;rted vrilh the docunrr'nts belor.r, Microsofl reqrrires the associale(l active nut)lbor be inclicated here. or lisled below as r)ew.
For the pumoses oJ lhis for'rn, 'Customer can mean lhe sillring entity, Enrollecl Affiliate, Govertttnenl Parlner, lnslitrrlion, or olhe r party enlering into a voltrme llcensing nrogram agrecmenl.
This signalure lorrn ancl all conlracl docunrenls identilied in the lable lreloi are enler'ed into betweerr lhe C.ltrstomer.rnd the lvlicrosolt Affiliate signing, as of thc elfcctivc cJatc identificd belol,r.
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 223 Miirosoft Corporation
Si0rratrrre
Printed First a.rd Last Narne
Prlntod TIllo
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Agreonlellt Eflective Date
{ri..y b.dflerpn: lhin l,/lld!!,rits sln.lulL dalcJ 8(e3 f,o l1 Optional 2nd Custorrcr signatore or Oltsourccr sigrr.rturc (if apPlicable) Nanre of Enlity (must be legal entity nirne)'
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Prlntcd Firs( arrd Last Narne"
Prlntcd Title
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Prillred Title
Signature Date"
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lf Cuslonrer ,equires physical rnedlo. ad.Jiiional conlacls, or is rer)orlillg rrlultiple previous En,ollme^i5, inc[rde lhe apDroprialc form(s) v]ilh thi$ signalure fomr. rAller this si(,,iature forn] is sioncd by thc Coslonrer. send il i!nd lhe Cor(/3sl Docun)etlls lo Custonler's challnelpartner or Micr'oso[l accoLrnt nranaoer, wl]ornustsubmll lhen] lo the following address V,/herr tlrc signalure fon'r is fully eyecuted by Microsoft, Cusl4mer vrill recrive a ,ion[1lnataor] copy M ic ro s of I Co rp ora t i o t r
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 224 f;l liliicrcrsol1
Amendment to Contract Documents
VoItrne l-icen:;irrg
004.kaylee(l.S-04
This ,rrrcrldmcnl ("Arncnd rcnl") is entered irrlo belweer llle frarlies identiligd on tlle allached nro(iarrl signalureform. lt arnerrd6 the Errollrent or Ag reerDer rl iderrtilied bove- Alllefins uEe(l ltrl nol (lofined in this Amen(lrnent vrill have llre same nreanings provided in that Enrollm4nl or Agreernerll Enterprise Agreement
Custom Terms CTN/
1. Scclion 6a, .[crn
, is liereby arnended and restaled as lollovrs:
a, Tern. Tlre term ol lhis Agrcenlenl rvill rernair) in el[ecl unll'ss lerrr)inited Uy €ilher pa(ly as des/jribed hel$., Etrch Enrbllnenl 'rill have the te,m provi(le.l in lhat Enro]lmcnl 2 The pricxr!, llrat lvlicrosoll \,/ill oflet Ernolled Allilirte':i Reseller for Enrollrrents effc.live betlyeen Novenrber'1. 2019lhrough October 31, 2021. aod that vrill apply for lhE enlire initial ter,n olsucll Ellrolhnenls, is as,ollows:
Producl P rice
Level
Examples lncludc bll arc not limitcd to
the lollowillg':
' lhs L\ gnlPlei inclu'Jo oi,l'no scru.cs llslare svlilrtrb n' eill €i ll)! ccln,rE:cial or lirveirl.ted crou<l tlle|,nE.' ''O'nltinn E.l.rprise Onkrc S.r!i.as iri r4er'tli.d h rlre laroitr.i 'l erns uith rl..rll rnh|e cl FtJ'iD tlrE t.,llres lor 'I'rol|di.. A!.'luiihly'. llE !.JLr.l €, crl,ire O:dnre .jEr!rce! is sulic.jl lc rl,!''4e !r Eil!,!ise O.line :iE,wce:
a16 auiled (rdaned4ei tal are,mled ll3ln tl)e C.rrtqlDriia DrcArarn c,lcrirr(t ErclLrsiols apnly lo lhc addilionnl2o/o discount or EnlcrFrisL. ()olinc Serviccs as Iollo\rs Errterprise Online Services"
(in6lualirr! l;ull USLs. lrrorn SA
USLs, Add ons ard Slep Upsi
EltCrnrise Pro(lucts Level D
l"evel []
rninus 2%
t1365 E3 and E5, Enlerprise Mobility +
Securily E3 and E5, Olice 365 E'rlarpr.se
E1 or E3, Wrrdorvs 10 Enlerf,rise E3 or Es
6irrd 65 E; FrJs, frrirozvs ro
EnterprEe. Core CAL SLrile, Ellterprse
CAL Suile
Ad(litiorral Products Level D
Server and Tools Pro(luct
(applies lo serler arrd Cloud
Enrollflents only)
Level D
l\1365 Fl, Ivl365 E5 Complianc€, lvl365 E5
SocLrily, Oflicc 365 Errlcrlrisc Fl, Projccl
Ol]lirrc. Visio Or)|ne Plarr 1or Plar'] 2
[)ynanrics 365, Az(lre, SQL Server,
Windo,rs Server etc.
SharePoint Server, SOL Server, Bizlalk
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 225 . The price lisl nronlh that apdies to an order is not a faclor in (leterminirrg,,vhelher the addiliorral2o/o discourrt on Enlerprise Onlirre Services ray be applied lo sn order. The only applicahle faclgr Is lhe elfective dale of the Enrollrnent. . lhe discount does nol anply lo ally extensiD|rs ol the ir]itial Tefln or r€nelval Enrollmc.nls
. The discorrrrl .loes rrot apply to any prornolional Sl(Us Enrolled AlfiliJle is eotitle.l lo lhe lo,,ver of the Fronroliot)al price or discor ted price Tlrc price level lhat applies to Elrllfnertls elleclive on ar afler Noveolber 1 , 202 I is Level D tor all l)ro. ucts
The Rcseller.nd llre Enrollecl Affi[3ta will dete.rninr-. the Enrdlled Afiillale's actual pric! anrl Uayrirnnl lcnrrg.
Except for cl]arrg€s lllade by lhis A rendrr'\er]1, the Errrollrlent or Agreerrreol idenlified auove rerraills unchangcd an(l in furll force and eflecl lf there is any conflicl bet\,reen any provision in this Amendnrerll and arty prJyision tl llre Errrollrne l or Aqreernenl idcolilie(lal)ove, ,hi. Ai11cfl(Illelll sh,.rll (:onlrol This Amendment must be atlached to a sigrature forrn lo be valid Microsott lrrtc ra l Use O
Flivrtrside Coun(y EA Amen(l 8.7 docx 0 tN,l c1 i/-cP] -oPr-t:wK LIL) ,\nrernmer:l^[.fl rd r'] CII I.CPI.OPI.F}/K BD
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 226 E' [/icrosoft Volr.rnre l-icensing
Enterprise Agreement State and Local
lJol lot llse wilh [r,.rasoll RUsirxrss AUree,renl o, f,'Iiirilsoll Frsnnss ar]ilSe,qk:ps A.rprlranl This lilicrosofl Enterprise A(lreemenl (Agrdement') is entered into between the entities identilied on the signatLrre forn I
Errective date, l lle e(feclive dEle of tllis Agieenreflt is the earliesl elfectiv€ dale oF any Enrollfient enlered rnto Inder this Agreernent or lhe date ly'licrosolt accepts llris Agreen]ent, whichever is earliet.
This Agreement consists oI (1) these Agreement lerms aod conditiofs, rncl[ding any arnendrrer]ls and lhe signature folm and all altachments identilied therern, (2) the ProdLrcl Terrns applicable to Products licensed under this Agreernenl, (3) lhe Online Services Terrns, (4) a y Al,iliate Enrollment enle,ed irlto under this Agreemenl. an(l (5) any order s(Dnritted under lhis Agreement.
Please note; Doaurnenls referenced in thrs igreemenf but not atlached to the signature Forln nlay be lound at lrtto.//\,.,ww Inicrosolt.corn/lcensinn/contracls and are incorpordle(i in this Agreemenl l)y /eference, including the Product Tenns and Use Rights. Ihese documenls may contain aclditional terms and condilioos for Pror.lucls licensed under lhis Agreernenl anrl may be changed lrorn lime to time Customer shoul(l roview such documents carefully, both at the time of signing a d periodically tlrereatler aod fully understand alltefns and conditions spplicable to Producls licensed Terms and Conditions
1. Definitions.
"Aftiliate" rneans
a, wlh regard to cuslomer.
(l) any government agency, deparlmenl, otfice, anstrumerrtalily, ciivision, urlit or olher enlity of the stale or local governnient that is supervised by or is I)a( of Custorner, orwhich supervises CLrslonrer or of whiclr Cuslollrer is a Dad. or v?lrich is under common supervisaon ,,,/ilh Crrstomer:
(iil any county. borough. comrironwealth, cily, mlrnicipali(y. lorvn, towrrship. spechl purpose distlict, or other similar typb ol governmental instrunrent.llity eslablished by the laws ot CustorneI s slale and located vr'ithin Customer's slate iurisdiclion and geographic boundaries and
(iii) any other errlity h Custonre'r's state exprEssly a(lhorized by the laws oF Customer's state lo purchase Lrnder slate co trscls; provided lhat a slate and ils Afliliafes shall not, for purposBs oI this definition, he considered to be Affiliates of the federal goverrrnrenl and its Alliliates: and
b. \c/ith regard lo Microsofl, any lergal entily thal l'ricrosoft owns, tlral or.,,ns l,ricrosotl, or that is under comnron ownership , ilh Microsofi.
"Custolrler' means the legal enlity that has enlered into lhis AOreement with Microsoft. "Cr.rstorner Data" means alldalb incltrd,ng Jlltert. sound, iollr,uare, image, or video files that are provide(i lo lvlicrosofl by, or on behalf of. an Enrolled Affilisle and ils Afliliates through ose of Online Services. "day" rneans a calendar day, except tor rl?ferences thal specify "business day'. "Enrolled Affiliate" means ar) entily, either Cuslorner or a y one of CLrslorlrels Afiiliates lhal has erllered into an Enrollment under lhis Agreemenl.
l:ll2olfini.tr (lrSlsl-(i(Erl(ii{llDv2{l l0) PigrlDfll
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 227 ''Erlrollmenl" means llte doournent that an Enrolled Afliliate sutlnlits under lhis Agreement to place orders lor Pro(lucts
'Enterprise" mearrs an Enrolled Alf ilrale and thB Af liliates for whi';h il is responsible and chooses or'! ils Enrollmenl to include in rts enterpflse.
'Fixes' rneans Prodtrct fixes, moclifications lor enhancements, or lheir derivalives. thal Microsoll either releases ge er6lly(suchas Producl servrcerpacks) or provi(les to Crrstomer to address a specific issue. "License" rneans (he riglrt to (lownload, insta'll. access an(l use a Product. Fo, ce{lain PrrtdLrcts, a Ltcense rnay be available on a fixed term or subscription basis ('Subscriplion License"). Licenses lol Online Se/vhes will tre co0sidered Subscriplroo Lrcenses.
'Nlicrosoft" nleans tlre Microsoft AfFiliale that has enlered inlo tlris Agreernenl or an Enrollnrent and ils AlFiliates. ds appropriale.
"Online Services" rneans the l\,4icrosoit-lroslJd servi(:es klenlilied as Online Seryices rn tl're Product Ierms.
I
"Online Services Tenrls" nrearrs the addilidnal terms that apply to Custonrefs [Be of Online Services puhlishe.l on the Vol(lnre Lrcensing Srte an(l'rrp(laled frorn llne lo trnre "Product'means all l]roducts identified in the Prodrrcl Terrnri. such as all Softwale, Online Services and other web.based services, including pre-release or bela versions. "Product Terms'nreans lhe (locurnenl lllal piovides irfoonation aboul Microsolt Producls and Prolessional Services a,,/ailable lhrouglr volunre licensing. The Prodrcl Terms documenl is published on lhe Volunre Licensing Site and is updated.lrorn line to lime.
"SLA" nreans Service Level Agreement, uihiCh speciries the nrininrum service level ,or Online Services and is p(blished on the Vohrme Licensing Sile,
"Software' l1reilns licerlsed copies of [,licrosdft sottware identilied on the lrroducl Terrns. Softwa.e does nol include Onlirre ServiDes, but Soflware may be p"rt of an Online Service 'Software Assurarlce" is an olferinq Dy lvlicrosoft lhat provides nerv version rights and other benelits lor Prod(Ets as further descrit,ed in lhe Producl'Ternrs.
'liade Secrel" nreans informalion thal is not generally kno!,/n or re6dily €scerlainabl€ to lhe public, has econorhic value as a resull, aod has beerl subject [o reasonabl€ sleps under the ciriumslaoces lo rnainlair) its secrecy, I
"use" or 'run" means fo copy, install, use, acpess, display, run or otherwise r)teracl.
I
"Use Righls' means the use rights or leflns ol service for eaclr Product pllblished on llle VolurDe Licensing Sile and updated Fram lime lo tirne. The Use Righls supersede the lerrns of any end user license agreement lhat acconpanies a Product. The Use Rights for Soflware are pubtished by Microsoft hr lhe Product 'l ernrs The Use Righls for Orlline SeNices are published in ths Online Services Terms, "Volun re Licensing Sile" Ireans htl lwi/.'r.rrllcros,)f l.corn/11,:ensi ,lco nl cts or a successor sile FA2rll6,r,n(trli)Sl (:lFN(;XNov2li!ti! Fage2olll
norunenl X20.t0209
2. How the Enterprise program works.
a. Gelleral. The Enterp(ise progr:m consisls of the te rrs anct cordrlions on which an Enrolle(l Att iale rnay acquire Producl Licenses. Un(ler the Enterprise program, Cuslonrer and ils Afhlates mny o.der Licenses loi Products by entenng into Enrollmenls l). Enrollmerts. The Enterprise prograrrr gives Custotrer andior its Afliliates the aDilily to enter lnlo or]e or more Enrollnrents totorder Prorlucts, Subsctiption Enrollmenls may be available for some of lhese Enrollrrents l,lot\,!/itl)standing any other provision ol lhis Agreement, only Enrolled Atfiliat€s iclentified in a'n Eflrollment rtill be resportsible fo[ cornplying wilh the terlns of lhat Errrollrrlent. incl'rdrr)! lhe lerms ol lhis Agreement rncorporated by reterence in that Enrollnrent
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 228 b.
(1.
3, Licenses for Products.
Liccnse Grarrt. ft4icrosofl graols lhe EnlerJ)rise a non-exclusive. v]o. dwide and limiled riglrt to dor/nload, inslall and use soflware Products, and lo access and use the Online Services, each in the qlantity ordefed Lrnder aI EDrollmenl The righls granled are subject lo lhe lerms of lhis AgIeeD]ent, the l.lse Righls an(l the Prod(rct Terms. IMicrosoft reserves all rights not expressly granled iI lhis A!]reerhenl.
Duration of Liconses. Subscriplion Licenses and rnosl So[tware Assurance rights are temporary afd expire,rhen the app|cable Enrollnent s terminated or expires, Uoless the Enrolled Affiliate exercises a buy-out option. which is available lor sorI]e S!rbscriplioo Licenses Ezcept as olherwise noled ir the apptical)le Eryollnlenl or Use Riglrts, all other l-icenses becorne perpelual only 'xhen all paynrents lor thal License lrave been made and lhe initial El.)rollmenl lefln has expired.
At)plicable Use Rlghts.
(i) Products (other than Orlirie Servlces) 'l he Use Riqhls in etlecl oil lhe elfective date ol the applicable Enrollment lernr will apply lo Enterprise's use ol the versron ol each Producl that is curreni al lhe time. For future versions and new Products. the Use Rights in eftect when llrose versions and Prodrrcts are First released will apply. Changes Microsolt makes lo lhe Use Rights for a partiiular version will nol apply unless tlre Enrolled Afliliate chooses to have lhose changes apply. Ttre Use Rights applicable lo perpelual Licenses lhat lvere ac<1r,rired rinder a previous agreemerrt or Enrollrnenl are deleflnined by lhe Agreernent or Enrollment under wlrch they were acquired. Renewal oF Soltware Assurance does not clrange which Lise Righls apply to those Licenses,
(ll) Onllne Scrvices For On|ne.Services, lhe Use Righls in elfecl on the subscription start date lvillal)ply for lhe sLrbsciption term as delined in the Product Ternrs.
Downgrade rights. Enrolled Afiiliale rnay uSe a earlier version ol a Produclolher lhar Onltne Services than the version that is c rffent on the effective dale oF the Enrollment. For Licenses acquirecl in lhe currenl Enrolheht terrr, the Use Rights for lhe currer)l version apply lo lhe use oF tlre earlier version lf the earlier Producl version includes featlres lhat a/e nol in lhe new ve,sion, llren the Llse Rights applicallle lo the earlier',/ersion apply wilh respe';l to lhose [eatures.
New Versiorr Rlglrts under Sottware Assurancc, Enrolled Affiliale rnusl orcler and maintain contirruous Soflware Assurance boverege for each License ordered. Wilh Soflwa€ AssLrrance coverage, Enterprise autornaticdlly has the riglrl to use a ne,,v version ol a licerrsed Product as soon as it is released, even iF Enr olled Affifiate chooses r)ol lO use ll)e new version anlrnedlat€ly {i} Except as olherwise perm iltbd u nder an E nrollment, use ol the new version will be subiect lcl lhe new veEion's Use Riglrts.
(ii) ll the L icerse for lhe ea.lier ve.sion of tlle Prod0(l i$ perpetual at lhe linre the new vefsion is release(I, the License for the new version \(ill also be perpelual. Perpetual Licenses otllained through Soflware Assurance replace any perpetLral l-icenses lor lhe earliet verslon.
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l-iconse conlirmation. This Agreement the applicsble Enrollment, Enrolled Affiliate's order confirrnation, and any documentalion evidencing trans,ers ol perpetual Licenses. together v,iilh proof ol payrr)enl. lvill l)e Enrolled nffiliale's evidence of all Licenses oblained (nder "rn Enrollnrent
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c. Licenses. Ihe types ol Licerses available are l1) Licenses ohlained urrder Soft!./are Assuraoce (L&SA). ard (2) St|blcription Licenses. These Liccnse types, as well as arJditional License Types, are further desciibed in lhe Producl List I
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 229 4 q, Reorganizalions, collsolidatlons aod privatizaliols. ll the number of ticerrses covered l)y an Enrollmenl changes by nrole lhan len percenl as a result of (1i a reorganizetion. consolidation o, privalizatiori ot arr entily or an operaling division, (2) a privalizatioo ol an Alliliate or an operaling division ot Eorolled Alliliate or any of its Aftiliates, or (3) a consolidatiorl jncluding a rnerger with a lhird parly thal has an existing agreemenl or Enrollmenl. Microsofl will t/vorl( with Enrolled nffrliate in good taitlr lo dete,rnine how lo ,ccomrnodale ils r:hanged circumslances in the collexl ol ihis Agreemellt.
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Making copies of Products and re-imaging rights.
a. Gcneral. Ellrolled Alfiliate rnay' n)ake as rnany copies of Producls, os il neecls lo drstribute lhem within lhe EnterprisB. Copies must be true aod oornpl€te (inclrdi g copyriglrt snd tradenlark rrolrces) lronr rrraster copies olrtained fronl a Microscfl approved ltrllilln]ent source Errrolled Affi ate may Lrse a third parly to make these coples, but Enrolled Afliliate agrees it s/ill be responsil)le for any third pa(y's actions. Enrolled Atfiliate agrees lo flrake reasor)able elforls to nolily ils ernployees. agents. and any olher indivi(luals v,rtio use the Pro(lucts lhat the Pro(lucls are licensBd lron) MErbsofl and subiect to lhe terms of lhi5 ngreerirent b. Copies tor lrai,ring/evalriation and back-rp. For all l)roducls other than Online Services.
Enrolled Affiliate rnayi ('l) use (rp to 20 cornplimerllaly copies oF an7 licensed Producl il] a de(licalerl lrairr lng facility on its prem ises for pu rposes of training on tlrat 0arlicular P rodu cl, i2 ) use up to 10 conrplinlentary copies of any Producls lor a 60-day evaluation period, and (3) use orte cornplimentaty coF)y of irny licensed Product For- back-up or archival purposes lor each ol ils distinct geographic iocations. Trials for Online Services may be available if specified irr lhe Use Righls.
c. Right to re-image. ln certarn cases, re-irnagirlg is penlrilled using the Prod ct rnedia. lf the tulicrosolt Producl is licensed (1) fronr an originalequiFmenl manufacturer (OElvl), (2) as a iull packaged Producl lhrouglr a relail sorrrce, or (3) Lrn(ler another hricrosoll firogram, tlren media provi(led ur)der this Agreerrenllrnay generally be used to creale irnages tor use n place of col)ies provided through lhal separale source, This right is co ditional trpon the tollov,/ing:
(i) Separate Licenses nrust b€ acquired ironr lhe separate source for each ProcluEt that is reimaged, (ii] Ihe Ploduct, lan0uag€, version, and componenls of the copies rnade rnusl be identical lo llre Producl, language, version, and all conrponenls of the copies they replace and tlle rurlher of copies or inslancbs of lhe re-irnagecl Product permitled renrains the sarne. (iii) Ercept lor copies ol an operraling syslern 6nd copies of ProdLrcts licensed lnder another Microsofi program, lhe Proa,ucl type (e 0.. Upgrade or Full Licsnse) re-inraged Inust he identicalto lhe Product lype licensed trorn the separate source (iv) Enrollcd Alfiliate ,nusl adhere to any Pr odu cl-specrfic processes or requiremenls for relunaging idenlilied in the Proslucl Terms.
Re-imaged Pro(lucts remain sutiject to the ternls and L,se righls ol the License acquire(l f.onl lhe separate source. This sullsection does nol create or exlend any l\rictosolt watranty or support obligatiorl
Transferring and reassign.ing Licenses.
a. Licctlso lransfers. License lr3hgfers are not permilted, except tlrat Cuslomer or an Enrollecl Alfiliate may lransFer only frilly'pr.iid perpet\rol l.lcenses to:
(i) an Afliliale, or
(ii) a third party solely in colne(:tion wilh the lranster of hard\,/are or enlployees to whorn llre Licenses have been assigned as part of (A) a p, ivalizalion of an Altiliate or agency or ol an [1120 lel\il(USISLGIEI]Gt{No,/20 I D} FagL. .1 oi I I
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 230 operaling dvision ol Enrolled Al, iale or an Afliliate (Ll) a reorganizalion or (Cl a consolidation. I
htt! l/ww/J nricrosoll coo rlli0ensine/nor rlr.cls and sendng Ihe conrPleted lorn] to Microso,l Upor] such trans[er Cuslorner :or Enrolled Affiliate mast uninstall an(, (liscontinue llsir,g the li(:ensed Product arr(l render ani copies u,'rLrsable
Notiticatioll ol Llcellse TraIsler. Errrolled nffilate rrrlrst nolify ll,licrosoll ofa License lransfet by cornpleling a license' transfer fornr, which Ean be oblairred frool h
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belore tlre Llcense lransfer No License lransfer lvill be valid (rrless Errrolled Alliliale provrdes lo lhe iransteree, and lhe transleree accepts ir'r uriting, documents suFficient lo enal)le lhe lransferee lo ascertaill lhe scode, purpose and limilalions of the rights granled by i/icrosofl under the licenses being lransferred (includingthe applicable Use Rights, use and transfer reslriolrons, u/arrarrlies and tirnitalions ol liabrlily) Any License transler nol rnade ir conrpliance with lhis seclion will be voirj.
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lnternal Assilrnnlertt of l-icelses ancl Software Assurance. Licenses and Soltware Assrrrance must be assiglled to a single user or device wilhin the Enterprlse. l-icenses and Solt?,/are Assurance may be reassigned within the Enlerprise as desoribed ir) the Use Rigltts 6 Term and terminalion.
a. Ternr. The te.rn of lhis Agreenr dnl will be 36 full calendar nronths fronr ihe eFfective dale ur r less lerminated by erther party as described below. Each Enrollment v,/ill have the lerm ;:rovided in that Eorollnrent.
b. Termlnatlon wilhout catlse. Either party nlay lerminate lh is Agreement, !./ithorlt cause, upon 60 da1,5,'v71111"n notice. l^ lhe ei/e.ll of ternrinatiorr. new Eurollments vJill not he acceFled, blll any exisling Enrolhnenl lvill continue for the ternr ol such Enrollment and will conlinue to be governed by ihis Agreernent.
c, Mid-term termlnallorr for norr.hppropriatiol of Funds. Enrolled Afliliate may terminate lhig Agreemenl or an Enrollrnent srithout liabillly, Fenalty or lurther obligalion lo rnal(e payD]e,tts if ft/nds to make paymenls under lhe Agreement or Enrcllnrent are not approprialed or allocrted by lhe Enrolled Alfiliate for such purpose
(1. Termination lor cause. Without limiling aoy olher rernedies il oray have. erlher party may lerrlioale an Enrollmenl if lhd olher party nralerially braaches ils gbligatiens under ll'tis Agreement, including any obligalron to subryrt orders or pay rnvoices. Exceptwhere (he breach is by its nature not criltrble wilhin 30 days, the lenninating pa.ly must give the olher parly 30 days'notice ol its inlenl to tErminale and an opfiorl\rnity to cure the breaclr. lf !,Iicrosofl grves such rolice to an Enrolled AFFiliato. Microsoft also will give CLlslomer a copy ol lhal nolice and Cuslonrer ad,ees to help resolve lhe breach. lf lhe breach af,ects other Enrollnrents and cannot l)e resolve(l betyreen Microsoft and Enrolled Aftiliale, logelher with C(stomer's help, v,/ilhin a,easonable period of lime, tulicrosoil rnay ternrinate this Agreenlent and all Enrollnreots under it. lf an Enrolled Alfiliate ceases to be Customer's Affiliate, il nrust pronrplly nolify tulicrosolt, and lllicrosoft nray lerminate lhe former Afliliate's Enrollmerrt if arr Enrqlled Affiliate tenninales ils Enrolhnent as a result of a l)reaclr by Microsolt, or if Nlicrosofl lernrinates an Er]rollmeot because Enrolled Alfiliale ceases to be Customer's Afiiliate, then Enrolled AtliUate will har/e the e;dy ternrination rights described in the Enrollnrenl e. Early ternination. lf (1)an Enrolled Affiliate terminales iis Enrollnrent as a resull of a breach by Microsoft, or (2) if Microsoft terminales ar! Enrollme|t because lhe Enrolled Aftiliate has ceased to be irn Afliliale ol Cuslorne., or (3) Enrolled Alfiliale terrninates an Enrollment foI nor)- apl)ropriation ol FLrnds, or (4) Microsolt lerminates an Eflrollnrent for noll-payrnenl due lo nonapl)ropriation oi hrrds lllen the Enrolled Afliliate v(lll)ave lhe lollowing oplions:
(i) ll may iDlnr€diately pay the lolal renraining amolnt due, inchrding all inslallrneDls. in which case lhe Enrolled Aftiliate wlll have perFetual riOhts for all Licenses il has ordered: or E^201 bnlr(US){iLrj(Efl6)lnlo,/l0l Ll} Piqa 5 Df 11
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 231 (li) ll nray pay only arrounls due as ol lhe lerminatio n dale. inwhich case lhe Enrolled Affiliate !,rill have perpelrral l-icenses for.
1) all copies ot Products (inc[rding lhe lalest version of ProdLrcts ordered under SA coverage in llre current ter'rn) for which payrnent has been nEde in Full, and 2) lhe number ol copics of Producls it has ordered (including the lalesl version of Products ordered under Soflware Assurance coverage in crrrrent lerm) lhal is propo(ional to the tolalbl installmenl payrenls paid versus total amounls due (paid and payable) if the early lerminalion hacl not occurred (iii) lrr lhe case oF early lernination under subscription Erlrollments, Enroll€d Affiliale,xlll have the lollowing oplions: r
1) For eligible Prorlucls. E;rolled Affiliate may obtairr per p€l ua I Licenses as describe(l in tlre section of the Errrollmenl lilled "Buy-oul option," provided that [ricrosofl receives lhe b(ry-oul order for thbse Licenscs wilhin 60 .lays alter Enrolled Affiliate provides notice ol lernrinalion.
2) ln the evenl ot a trrealh l)y Mic,osolt. if Custorner chooses nol to exercise a buy-out . option. Microsoft will issire Enrolled Alfilaite a credit lor any amouflt paid in advance for Subscription Licenses thal the Enterprise will not be able to use to do the lerminalion ol lhe Enrollinenl
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llothing in lhis section shall aflecl perpeiual Licerrse rights ac(luired eilher in .i separale agreement or in a prior terlit ofthe l€fllri,tated Enfollmer)t.
Effect of tc.minalion or expirailon. .VVhen ar) En/ollmenl expires or is termi[aled, (i) Enrolle(l Alfitale must orderrLicenses for all copies of Prochrcls it has .un for which rl has nol previously subnr tted an brder Anyandall unpaid payments lor any order of any kind rernain due and payable. Excepl as provided ill the sutlsectior) litled "Early tetmination.' all unpaid payments lor Licensas immediately become dllo and payable. (ia) En[olled Affiliate's right lo Software Assurance benefils under this Agre€menl encls if it does oal renew Software As$urance
g. Modlficatlon or lelmination of an Onllne Service tor regulntgry reasons. tulicrosofl rlay rnodily or terlrlirlate an Onkoe Service ,Jhere lhete is any crrrrenl or lutrlle goveri]ment requiren'rent or obl€ation thal: ll1) subjects i,Iic,rosoFl lo arv legutation c]r requirenrenl not generally applicable lo businesaes operaling in lhe jurisdlc,tion. (2) presents a hardslrip for lvlicrosofl to conlinue operating the Online Service without nrodification; ancUor (3) causer Microsofl to believe lhese terms or the Online Service may coniiict with any suclr requirenrent or obligation.
lr. Prograrn updates. I icrosofl nlay nrake clranges lo this nrogram thal v/ill make it necessary for Cuslomer and ils Enrolled Atfiliales to errtel into new agreements and Enrollmenls al the tme of an Enrollnrent rer1ewal
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Use, ownership, rights, aitd restrictions.
a. Pro(llrcls Unless otl)erwrse speqlied in a sul)plenlental agreernent, use of any Prodr/ct rs governed by the tJse Rrgirts sdecilic to eaclr Pr(xloct alld versioo and bv lhe terrns ol lhe applicable supplenrental agreefiienl.
b. Fixes. Each Fix is licer]sed un(ler the sdnre telnrs as the Pro(lLrct lo which it applies. lf a Fix is not provided for i, specifi(j Prodrict, any use rigllts lvlicrosolt provicles wilh the Fix will apply c. Non-Mlcrosoft software ancl technology. Enrolled Affiliole is sole-lt responsil)le for arry nonlvlicrosoft soflware or technology that it ilrslalls or uses !,,rilh the P.od.rcls or fixes 7 EA2u l6A!r IUS)SLCI$lGilNov2DtG) Pa$e6olil
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d, Restriclions. Enrolled nffiliate m(sl not (and is nol licensed lo) (1) reverse engineer, cleconrpile, or disassemble any' firoducl or Fix i2) install or use non-Microsofl soflv/are or lechnology in any way that would subject Llicrosoft s intelleclual property or lechnology to any . olher license terms; or (3) wgrk aroun(l aoy le.-hfircal hrnilations in a P,oduct or Fix or restrictions in ProdLrcl docurrenlalion. Custorner must nol (and is not licensed lo) () separate and .un paris ol a P.odrcl or Fix or rrlore lhan orle device, upgrade or clorvngracle parts of a Product or Fix a( di(ferent times, or lrans[er parts of a Product or Fix 6epar ately: or (ii) dislribule, sublisense, rent. lease, lencl ani Producls or Fires ir whole or I'r l)art, or llse lhern lo oller hosting services to a tlrkd parly.
e. Reservation of rights. Producis and Frxes are prolected by copyright and other intelleclual ploperty rignls laws and interriational treaties. uicrosoft reserves all rights not expressly granted in this agreemenl. Ilo dghts will be granted or irnplied by v./aiver or estoppel. Rights lo access or use Sollware on a bevice do not give Customer any righl to implemenl Lricrosofl l)0lerrls or othel i.Iic,osofl i^telleclual t)roperty in the device ilself or in ani, other sollwar€ or devices
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8. Confidentiality.
"Corfiderllial lnforrnalion' is non-public inlor rnation that is designated 'confidenlial" or that a reasonable person should understan(l rs confidenlial, includiIg Custorr]er Dala. Conlrdential lnfoflnation does nol inclucle inlornation that (a) beconles publicly ayailable reilhoul a breach of lhis ,9ree.flent. (b) lhe receiving party received lav,rfully lrorn anolher source withoul a confidentialily obllgalion, (c) is independently developed, or (dj is a comnrenl or suggestion volunteered about lhe other parly's business nroducls or servces.
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Each parly v,/ill lake reasonable sleps lo t)rolect lhe other's Oonfidential lnforlnalion and v,,ill use the olhe. party's Confidential lnformation only for Durposes ol the padies business relationship. Neitlrer party will disclose thal Confidenliallnloanation to Ihird parlies, excepl lo ils employees, Afhliales, conlraclors. advisors and cortsultants ('Replpsenlatives") and then only on ir need-to-kn(,w basis lrnder nondisclosrrre ohlrgations at leasi as prolective i!s this agreenrenl. Each parly iernailrs responsible For lhe use ol lhe Confidentisl Infolnation by its Representalives and, in the e'renl of dhcovery of any rrrrauthorized use or djsclosure, must prornptly norify th€ other party.
A Farty may disclose the ather's Confidentiallrrfo(nalion if required try law. bul only alter it nolilies lhe olhsr parly (if legally pern'rissible) to enable Ihe other pany lg seek a protecllve order. lleilher pgrty is reqUired 10 reslnct work assibnments of its Reptesentatives vjho have had access tg Confidenlial lniorrnation Each party agrees lhal the use of intormalioo relained in Represenlatives' unaided menlories in the devsloprnent or deployrnent of lhe parlies'respeclive products or servic€s does nol creale liability under this Agreen'rent or lrade secret law, anrl each parly agrees to linrit whal it d;scloses lo llre other accordinglv.
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These obligations apply (i) tor Cuslomer Deta untrl il ls (!eleted [rorn lhe OolinB Serylces, and (ii) tor all otlrer ConFadenlial lr)fonnalion. Ior a period oI ive y€ars after a party receives the Conlidential lnfomration.
9. Privacy and comptiance iitn u*".
a. Enrolled Affiliate consents to the processirrg of perso r)al in lo[nation by [,4icrosoft ancl ils agenls lo facilitale lhe subjecl matter bf this Agreement, Enrolled Atliliale !,/ill ol]lairr all required consenls lrom lhird parties under applicable privacy ancl dala proteclion lav,r before Droviding personal information lo i.,licrosoll
b. Persorral i[formalion collecled under this agreernent (i) rnay he lransferred, slored arrd processed in lhe United Slales or any olher counlry in which Micpsolt or its service providers maintrin lacilities and (ii) v/ill be s(bjecl lo lhe privacy terms sFeciiiecl in tlre Use Righls. fu{icrosofl will abide l)y tlre reqlrirements of European Economic Area and Swiss dala oroleclion i
f A20lC/1ilr(llSlSl (i(l:nl( i!LI\l'iv2(l I iil Pite ? ol ll buru',,rr r I2rr 1020rl
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 233 law legardrilg the colleclion, use, transler. reterrtion, and other processi0g ol personal data frcm lhe European Eruurornir) Aiea and Switzerlan.J.
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U.S. exporl. Products.ind Fixe's are subiecl toU.S. export ju rlsdiction- Enrolled Afliliate orUst coml)ly with all applicable inlernalional an(l national lavJs. including the u.S Eyporl ndrrihistralion Regulations and lnternational Traffic in Arms Regulations. and end-USer, end use and deslination reslriclions issue(l by U S. and other goverrrnents related to Microsofl producls, sen ices a d lechnologies.
10. Warranties.
Li|rliterl warranties an(l rernedies.
(i) Soflware. Microsotl warraAls that each version ol the Soltsare v/ill pertofln substantially as described irr lhe applicable Producl docun'rentation lor one year fronr the date the Enterl)rise is lirsl license(l,lor llral versior'l ll il does nol and the Enlerprise nolilies l\/rcrosolt rvithin lhe v(arranty terrr, llien MicrosoFl wrll. at rts opliotl (1) relurn lhe price l-"nrolled nlliliale paid for the Software licenEe. or (2, renair or replace the Software lii) Online Seryices. lvlicrosoli warrants tllat each Onlrne Service will pedorn in accordance wlth lhe applrcable SLA drrring the Er)lerprise's !se. The Enlerprise's ferlledies For breach of lhrs warranty.rre in lhe SLA.
Tlre rerrredies abov€ ar€ tlre Errterprise's sole rernedies lor br€ach ol lhe vraranties ir lhis section Customer w8ives any br each of \,r'arffinly clainrs nol rnade (luring lhe warranty period.
Exclusiqns. The !,/arranlies ln this agreement do nol apply to problarrrs causl.d by "iccident, alluse. or use rn a Dranner irrcor]sistent wilh lhis Agreernent, including failure to rneel ntinimum syslem re(luirerneots. Theserwa,ranlies do not apply to free, trial, pre-releale, or betir produEls. or to conrponenls of Producls that Enrolled Afliliale is permitted to redislribr e.
Disclaimer, Excepl for llre lirnite(l warranlies above, Microsoft provides no other warrarrties or corrdltlons arid disclairns any other express, irnl)lied, or statutory y,/arranties, including lvarranties of quality, title. non-intrlngemBnt, merchantability, an(l Iitness ,or a panicular prrrpose.
11 . Defense of third party claims.
The parties will defend each other against lhe third-party clain]s clescriberl in lhis seclion and will pay the amoi.rnl o, any resulting adverse frnal judgrient or apFroved seltlement, but only rf the defending parly is l)romplly nolilied in srriting of the claim and h'as lhe righl lo conlrol the defense and any settlernenl of it. The Pa(yr 6ulnn defended nrust provide the defending parly 1,/ith all requested assislance. rnlormalion, and aulhorily. The defending party 'rlill reirnl)rrrse the olher party fer reasonahle out-of'pockel exl)enses it incurs in providino assislance This section describes lh e panies' so le rernedies and entire liability for such claims a. ByMicrosoft. Micros olt will defend En rolled Af filiaie againsl iny lhird-party clar|.l] lo the exle nt il alleges thal a Producl or Fix rnad€ availahle by lvlicrosof( for a lee and used withiA lhe scope of the license granted (unmodilied lrorn the lornr provided Dy Microsoft and not conrbin€d wilh ariythillg else) fl)isappropriales a lrade secrel or direclly inlrir)ges a patent, copyright, tradcmark or other proprietary righi ol a third party. lt Microsoft is unable lo resolve a claim of i,rfringernenl !nder conrnrercially reasonable lerns, il may, at ils option. eilher (l) rnodify or replace lhe Pro(lucl or Fix with a lLrnclional equivalent; or 12) ternnnate Enrolled Alliliate's license and refund any prepaid licBnse lees (less depreciation on a five-year, straight-line basis) For perpetual licenses and any amounl paid for Online Services for any r.rsage periotl aller tlle lennir)alion dale lvlicrosofl wrll not be liable for any clahlls or damages due to Enrolled Affrliate's continued use o[ a ProdLrcl or Frx afler l]eing oolrfrcd to stop due to a lhird-party clainl. b. By Enrolled Afliliate. -l-o the exlent permilted l)y applicable law, Enrolled Alfiliate !..,illdefend Microsoll against any third-parly claior lo tl)e exlent it alleges thal; (lI any Custonler Data or I
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 234 non-tulicrosoft software hosled in an Online Service by l/icrosoft on Eirrolled Alliliate's behall misappropriates a lrade secrel or clirectly infringes a patenl, copyright, tradernaft, or olher propnetary riglrl of a third pally: or (2) Enrolled Affilate s Lrse of ary P,oducl or Fix, alorre or irr combinalion !vith anything else, violates the la,..] or dan'rages a third parly
12. Limitation of liabitity.
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For €ach PrDduct each party's nraximunl, ajlrregate liabrlrty to tlre olher urder tlriS Agreenterl is lrr'iled lo direcl danrages linally awarded in an amount rrol lo exceed lhe arr'rounts Enrolled AfFrliate was required to pay tor lhe applicable Prodrrcts dr.rring lhelte(rr of lhis Agreemenl, subject lo lhe following; a. Ooline Sorvices. Por Onl ne Services, Microsoft's nraxirnum liabilily to Enrolled Afiliale tor any in,jident giving rise to a clai*r will not exceed tlre amoLrnt Enrolle(l Alfiliate Paid lDr the Online Servlce dlrino the 12 months before the incidellt. b. Free Products alld Distflbutalile Code. For Prociucts provi(led lree of charge and code that Enrolled Affiliate is aulhorized lo redistrib(te to lhird parties ',vithout separate paymenl to Itlicrosolt Microsoft's liallility is limited to direct darrrages firally awardecl up lo US55,000. c. Excluslolls. ln no ever']lwill either party Le liable lor indirect, inci(lenlal, special. punitive, or consequential damaqes, or for loss of rse, loss o[ busii]ess inlotmatron, loss ol revenue, or interrurption ol business, howeveir cause(l or crn any theory of liability. (1. Exceptionr. N o lirnitalion or exblusions ,,vill apply to liability arising o ut of eith er parly's ( 1 ) confidentiality obligalions (except for all liability related lo Cu slonre r Data, \ hichwrll renrairl sublect lo the lirnilations aod exclusions above), (2) dcl'ense obligations; or (3) violalion of the olher Farty's intelleclual property (glrts.
13. Verifying compliance.
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a. Right to verify compllance. Eorolled Aliliale rnust keep reco(ls relating lo all use and dis! ibulion of Products by Enrdlled Alfiliale and its Affiliales. (4icrosoft has the right, at its expense. to lhe exlent peflr]illed by apDlical)le l"ivi, lo verily con]pliance vr'ith the Prrxjucl's license term!. Eorolled Alfaliate rnust promptly provide lhe independer]l auditor witlr aoy inloro]atlon the auditor reasonably reqtrcsts in furtherance o, the verilicalion. including access to syslems rLxrning lhe ProdLrcts and evidence of Licenses for Producls En.olled Allilinte lrosts. suhiicenses, or rlistributes to lhird parlies. Enrolled Afliliale ag.ees to conrpl€le Microsofl's sel,-a[dit process, which liicrosott nray require as an alternalive lo I lhird party aud( i). Rernedtes for non.conrpliance. lf verification or selt-alrdit reveals any unlicense(l use oI distribution, tllel wilhin 30 days, l1) Enrolled Affilrale must order suflicienl Licerrses to cover lhal use or clstribulion, and 12) if unlicensed !se or (listribulion is sa/i or rnore, Enrolled Afliliate rnusl reifirt)urse Microsolt for tlie cost tvlicrosoft has incrrrred in verification and acquire the necessary ad(litiolal licenses al 12lo/^ oi the price base(l on the lhen-current price lisl and Enrolled Affiliate Drice level. Tha unlicensed use perceolage is based orr the total number of licenses purchased conrpared td aclual install base. lf there is no unlicensed use, Mrcrosoll !'.,ill nol subiecl Enrolled Afliliale lolarlother verificalio|r For at leasl one year. By exercising lhe rights and proce(lules described above. Microsoft does nol waive its rights lo enlorce this Ag[eernerll or lo prolecl its inlellectual propedy by arly ollre, n]eans permitlecl by law. c. Verification proce3s. tulcrosoflwill notily Enrol'ed Alliliate al least 30 days rn advance of its intent to velify Enrolled Affiliate's compliance r,/ilh the liceI]se lerllrs for lhe Products Enrolled Affiliate and ils Atliliales use or distribute. Mrcrosoft willengage an independent auciilor. which v,/ill bc subject to a conlidentialily obligalion. Any infomatioo collected in lhe self-audit wrll l)e used solely lor pLrrpos€s of (leterminirg conlpliancc Tlns verilication will lake place during r'ror'rnal llusiness lrours and in a nra[ner lllat does not inledcre unreasonably with Errolled Affiliate s operaliols.
EA2(l 1ri,1qr (tl S)SL.OiEr,l(:j)1 l.k,v20 I ti, PAlts9{,1 ll l:)(:,-rrrrefl l Xr0 I D2Ol
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 235
14. Miscellaneous.
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a. Use ol corrtractors. Mictosollmoy rrse conlractors to pBrform services, bLrtwrll be resporsible lor their oedornrance suhiect to the lerlns o[ lhis Agreenrer]l I
lr. Microsoft .?s indel)endenl conlractor. The p rties are irdepen(lent conlraclors Enrolled ntliliate alnal Microso(l each rnay (levelop txoducls indepenLlently ,,vilhoul using the other's Conlidenlial lnlonrlatiorl
c. Nolices. Nolices to l/,crosoft nrlL,stbe sent lo ttre address on (he srgnature foflr Notrces rnusl be ir writing and will be l{ealed as delivered on the cJate shor,/rr on the relurn receipl or on the courie[ or lax conlionatiorl ol delive.]. ilicrosoft rnay l)rovK,e irrformalion to Enrglle{i Affiliale aboul rlpcomir)g or(iering deadlincs, services, and subscription inforrnalioI in eleclror]c lorm, incl(ding by email to contacls proyided hy Enrolled Alliliale. Enrails vyill l)e lrealed as (lelivered oI lhe transmission date.
(1. Agrccrno t ngt excllrsive. CLrslomer is lree lo enler into agreenlenls lo license. use or promole non-Mic.osolt products
e. Anre[drnents. Any arnenclmerit to this Aqreemenl m(lst be executed by bolh parlies. except thal MicrosoFt mey chan0e lhd Product Terms and llre Use Riohls flon lirne lo lirne hl accordance !Jith lhe te.rrs ol lhis Agreernenl. nn./ conllictirrq termsand conditions conlaine(l ir) arr Enrolled Affiliate s purchasb oder will not apply. Microsoft may require Cuslorner to sign a ne\,,, agreemenl or an arren(lrrrent belore arr Enrolled Affilrate er)ters into an Enrollrnenl under tlris agreeDreDt
f. Asslgrunert. Eilhe''pifly llray assign this Agreernenl lo an Affiliale, bul must nDtify the olher party in writing-of the assigrrrrreht. Any other proposed assignnlenl rnust be approved try lhe oon-assigning party in wriling. AssiOnr'rlenl !'lll nol relieve tlre assigning party of its obligations under lhe assigned agreement Any altemfited assignmenl ',,,,illrcul reqLrired approval will be void r
g. Appltcabls lawl dispute resollttion. The terms of this Agreer\lent v,rll be gover|ed lry ltre lsws ol Cusl,Jmer's $tate. rrilhout giving effecl to ils conflict oa laws. Dispules relaling to this Agreemerl will be subiect io EDplicable dispuls r€solution laws of Custor]ler''s state lr. Severabllity. llanyprovisron n,this agreerirenl ishetd lobe ur)enlorceable, the halance ofthe agreernerlt $rll remarn rn full forie and erlecl
i. Waiver. Failure lo enlorca any'pro'/isioo of tl]is agree|rent ,,vill not constitule a v/aiver. Any waiver mLisl be in $riting and signed by the warving party. i. No thlrd.party beneflclarles. .This ngreemeot does nol creale any lhird-party benefrciary rights.
k, Survival. All provisions survive terminalioi or expj.alion of lhis Agreernertl excefil lhgse requiring perfornlance only during tlre teIlTr of the ngreemertl. l. Managemcnt and Rerrorting. iuslomer and/or Enrolled Aliiliate nT ay nranage accoonl details (e.g., contacts. orders, Licerlsbs, sollware do,.vnloads) on Microsoll's Volume Licensrrrg Service Cenler ('VLSC') web site (or srGcessor site) 8i lltlrs /iwv,/\/ rr c.l_osoft c-qlt.ilicelr9!r!,qlsc.vrlecenler. Upon the effeclive date of th s Agreerrerrl . arr<t any arroriir,inri, iriiconriififG"ri-G,r rcl thrs purpose \,,rill be provided acci].ss to this site and rray aullrorize addrtional Lrsers and contacts. nr. Ord er of preceden ce. ln the case of a conllicl tlelr,/een any docurnants in thrs Agreemeot tlrat ls nol expressly resolved in lhosd docun]enls, their terors will conlrol l) llre following or(ler frolr highesl to lowest priorily; (1) lhis Enterpriss A(.Ieernent, (2) any Enrollrnent, (3) the PrDdrrct Terms. (4) lhe Onlire Seruices Terms. (5) oKle(s subnritled under this Agreernent, and (6) ar'y otlrer docunrents in lhis Agreehrenl Terns hi an arlte drner( cuntrol ove, the amended docurnenl and any plior ame|ldrnenls coocerning lhe same sIbjecl malter, EA?o lli,1,l {U S)SLGiEl,lCl rNor2o lt')
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 236 n
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Free Products. ll is tuicrosofl'i intent thal the ternrs ol this Agreement and lhe Use Righls be rn coll]plrarce wilh all aopllcabie lederal law ancl regulalions. Any free Producl provided to Enrolled Alfiliale is lor lhe sole irse and henelil of lhe Enrolled Alriliate, and is not provided for use by or personal lrenefit of anry specific governmenl enrployee. o. Voluntary Product Accessibility Tenlplates. l,ulicrosolt supports the governrnenl's obligalion to provide accessible technolollies to its citizeoli willr disabilities as required bV Section 508 o, lhe Rehabilitation Act of 1973, aod its stale lav/ counterparls. The Voluntary Product n,-:ces$il)ility Te rtrlates ( VPATS") for the Nlicrosoft lechrologies used irr providirB tlre Olllire Services oan l)e found at Microsofl's VpnT page. Furlher information regarding lvlrcrosofl's conrnritrner to accessibilily can be loLind atlltlp /,/wwv/ n ricr osofl-con/e rrable. p. Natural disaster. ln ttre e,,/enl of a "nalural disaster, lricrosofl rnay provide addilional assistance or riohts bv Dostino them on lrtlD:ilrr'.$.{.nricroso(l.coor at sucl'r lime. q. Copyrlghl vlolatlorr- Excent is sel Forllr in lhe section above e[tilled Transfering and reassrgning Licenses", the Enrolled nffiliate agrees to Day for and comtrly ,rith llre termii of lhis Agreenrenland lhe Use Riglrls, for lhe Producls it (lses. Except tothe extent Enrolled AFfiliate is licensed Under llris Agreenrad. il rrill be responsible fo. ils breach ol lhis cor]lracl and violaliorr ol Microsofl's copyri0hl in lhc Products, including payrrent oF License fees specified in lhrs Agreernent fsr Unlicensed use.
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 237 Tl'ris lornr ca be use<l in combinalioh witl) MBSA. Agreerner)t, and Errrollment/RegistralioI llo\,rever. a 6Eparale form must l)e submrlted for each enrollment/registralion. \,!ten more lhan o e is sublnilted or'r a signatrrre lorm For the purposes of tllis torm, 'e[tily" can mean lhe signing entity, Quslorrer, Enrolled AIIiliat€, Goverrvrterrl PaIlner, lrr$tilution, or olhe, parly enterirrg inlo a volurne licensing program agreenrenl Pflmary an(l Nolices contacts in this form will nol apply lo enrollments or regislralior'rs.
E 'Miqv6s611
supp lemental Contact lnformation Forrn
This fo n applies to I I riBsA I
fil Agreement
I
Ll Enroll/nent,/Af lrlrale Regislration Fofln
llse( primary eotily naltle if rnore lhan ooe Enrollnrent,/Regislration Fornr is submitted
SuFC ol1tncrlx loF o,.n(l.r1,lll D){ El\lc )((Jrt20 | l) Contact information.
Each party vr'ill nolify lhe other in writins if any c.f the infornation in lhe following conl.rcl infoflIalron page(s) chanqes. The asterisks (') indicate required fields: if lhe entity cl]ooses lo designate otlrer conlact tyDes, tlre satrre required tields rrlrrsl be corhl)lele(l tor each section. By provicling conlacl ialorn]alion. entily consentg to its use for purposes oI adnrinistering the Enroilmenl by lllicrosofl and olhel pafies lhal help 'lvl icrosofl admt]isler lhis Enrol[nent. The personal inloflTlation provided in conl,]ection $,ith llris Egroen)ent ,/ill be llsed aId protecle(l accor(ling lo lhe privacy slalell]enl available at lrttps:irlicen{!g I] rlle-so Il- con].
1. Additional notices contact.
'fhis conlact receives all notices tllal are sent from lllicrosoll. No online access is granted to lhis irdividual
Nnrna ol entity'County ol Rrversrde I
6ontact lla e"r Fl]st Regina Last Fund€rlrurk
Cootact enlall address' RFuodeIburk@rivco org
Slreet ad.lross'3450 14lh Slreel, 4lh Floor;
City' Riversido State/Province' Califo.aia 'Postal co(le' 9250 l-386 I country' usA
Phone'95'1-055-2265 Fax I
f] This contacl is a third pa.ly {nol tlre eniily). U/arring: lhrs contact (eceives personally identifiable inlormaliorr of lhe entity.
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2. Software Assurance manbger.
This contact will receive online permissiohs to rnanage the Soltware Assrrra ce berlefits urlder lhe EnrollDrent or Registr alion.
Name of entlty' Cot| tyofRverside
Contact name': Firsl Regina l-ast Fun(lerlrurk
Contact ornail add ress' [email protected]
Street address' 3450 'l4th Slreet. 4th Floor,
Cityr Rivorside State/Provlnce' Calilofl raa
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Postal coder 92501 -386 I
i'ag! I ![:t
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Volunrr: l-ic.ensing
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1 FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 238 Cotlnlry' USA
Phone' 951-955-2265 Fa,(
E l-his contact is a third t)arly (nol the enlity). Warningr This conlacl receives personnlly rdentifiable informalion of the entily.
3. Subscrptionsmanager.
This conlacl will assign fulSDt\]. Expression, and TechNel Plus subscriptiorr licenses lo llre individual subsclbers under lhis Enrollnent or Regislration Assignnlent of lhe suhscription licenses is necessary lor access to any of lhe online benefils, sr.rch as subscription downloads. This contact will also manage any complimerrtary or ad(litional nre(lia purchases relate(l to llrese subscriplioos Name of entity' County of Riverside
Contact Iame': First Regir]a Last Funrlerburk
Conlact emall address' [email protected]
Street address'3450 14th SIreel. 4th Floor
City' Riverside State/Province' Califarnia Postal code' 92501-3861 Corntry'USA
Pho[e' 051-955-2265 Fax
! This contact is a third party (not the enlityl. Warning This contact receives personally identiliable informalion ol tlre entity.
4. Online services manager.
This conlact will lre provi(led onlirle pennissiorE lo rlanage the o[line service$ ordered under tlre Enrollment or llegistralion
Narne oI entity' Counly of Riverside
Contact oarne': First Luis Last Flores
Co0tact email ad(lress' LFF|[email protected]
Streel address' 3450 14lh Slreet. 4lh Floor
City' Riverside SlatelProvirrce^ Califorrria Postal code' 92501-3861 Country^ USA
Phone' 951.955-81 '14 Fax
fl Ttris conlact is a thlr(l parly ( ol llre entily). Warning: Tl)is contact receives personally identilaable intormation of the entity.
5. Customer Support Manager (CSM).
Thjs person is designated as the Customer Support l,,lanager iCSM) for suppor'l-r'elaterl activities Narne o, e[tlty' County of Riverside
Contact name'; First L(is Last Flores
Corltact enlail address' LFFIores@rivco org
Strccl addrass'3450 14lh Street 4lh Floor
City'Riverside State/Province' CaliFornia Postal cq(le' 92501.3861 CouIlry" USA
Phone' 951-955-81 14 Far
6. Primary contact informatiotr.
An itrclividual fronl inside the organizalio[ n]ust serve as the prinlary conl,act. This conlact feceives online adminislrator permisslons ancl nray grart orline access lo others. This conlact also receives all notices unless f,Iicrosofl is provided writleo nolice ol a cltange.
Namo of ontity'County of River6ide
i rpCrrnacllfllol orn(lJA. ll iUl(F:N t;)(r-:r.l2il 13) Prge 2 r1l :1 FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 239 Co[lact narnc': First Jirn Last So]ith
Colltact emiil address' jinrsmith@fi vrjo.org
Strcet address' 3450 14th Street. ,lth Floor
City' Riverside State/Provlnce' CA Postal code' 92501-3861 Corrntry^ US
l)hone' 951 -231-5909 Fax
7. Notices contact and online administrator lnformation, This nrdividuBl receives online adorirlislrator l)ermissror)s all{ rray gr;ut or)lnre access k) olhers. This contacl alsD receives all notices
El Sanc a.s /rrrary ilor)lacl
Nanre of cntily'
Contacl flarne'i First Last
Contaci ellrail address,
Strcel a(l(lress' Clty" State/Province' Postal code"
Country'
Phone" Fax
ll This contacl is a tlrird pa(y (not lhe entity) Warning: This cortacl receives personalty identiliable inlorrration of lhe entily.
Sut,j ortlacrt,k,Fl/,r(UA.lml)ir!flclr{rd!ll !:,) File 3 .J 3 FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 240 !l Microsoft Volume Licensing
Program Signature Form
MBNMBSA numb€r Proposal lD
Agreemenl number
Noto: Enter the applicable Ective numbeE associatod with the documents below. Microsofl requires the associaled ective numb€r be indicated here, or listed below as new.
For the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate, Govemment Partner, lnstifution, or other party entering into a volume licensing program agreement.
This signature form and all contract documents identifled in the table below are entered into between the Customer and the Microsoft Afiiliate signing, as of the effective date identified below.
By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documenls incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. \l
D
t indicates required field
Select Plus Agreement x20-04874
<Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
Select Plus Affiliate Registration Form v,20-0492'l
<Choose EnrollmenVRegistration> Document Number or Code <Choose EnrollmenURegistration> Document Number or Code <Choose EnrollmenURegistration> Document Number or Code <Choose EnrollmenURegistration> Document Number or Code Document Description Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
Document Description Oocument Number or Code
Contract Document Number or Code
Printed Title' Procurement Contract Specialist
Signature Date' Ol I 17 1201 3
I entity name)* County of Riverside
DC YCO
IS
(
Printed First and Last ' lnes Mark FOR
Name of E
Signature'
Tax lD 95-6000930
Customer
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,ML(ENGXOct201 2) Page 1 of 3 BY
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 241 Microsoft Licensing, GP
Printed First and Last Name
Printed Title
Signature Date
(date Microsoft Affiliate counterslgns)
Signature
Effective Date
(may be different than Microsofts signature date)
Name of Entity (must be legal entity name)'
Signature'
Printed First and Last Name*
Printed Title'
Signature Date'
Optional 2nd Gustomer signature or Outsourcer signatune (if applicable) " indicates required field
' indicates required tield
If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form.
After this signature form is signed by the Customer, send it and the Contract Documents lo Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy.
Microsoft Licensing, GP
Dept. 551 , Volume Licensing
6100 Neil Road, Suite 2'10
Reno, Nevada 8951'1-1 137
USA
Name of Entity (must be legal entity name).
Signature'
Printed First and Last Name.
Printed Tifler
Signature Date'
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,[4Ll(ENG)(Oct201 2) Page 2 of 3 Microsoft Affiliate
Customer
Outsourcer
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 242 Prepared By: Name of Preparer
Email of Preparer
ProgramSignFom(MSSign)(NA LatAm)ExBRA,MLI(ENG)(Oct201 2) Page 3 of 3 FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 243 !i tvticrosoft Volume Licensing
Select Plus License Program Agreement State and Local
Contents
1. 2.
3. 4.
5. 6.
7. 8.
9. 10.
11. 12.
13. 14.
15. 14.
17. 18.
Defin itions..,....,... 1
3 3
3 4
5 6
6 7
8 9
9 How the Select Plus License program works..............
How to establish pice
License grant- what Registered Affiliates are licensed to run.......................
How to know what Product Use Rights
How to order Product Licenses
Making copies of Products and re-imaging rights.
Transfering and reassigning Licenses...........-........- How to renew an
Restrictions on use
Warranties 10
Defense of infringement, misappropriation, and third party ciaims................ 11 Verifying compliance. 13
Non-Mic rosoft Software or Tech nology. 14
Miscellaneous..,. ..........14
Terms and Conditions
1. Definitions.
ln this agreement the following definitions apply:
"Affiliate" means
a. with regard to Customer
(i) any government agency, department, office, instrumentality, division, unit or other entity of the state or local government that is supervised by or is part of Customer, or which supervises Customer or of which Customer is a part, or which is under common supervision wilh Customeri
(ii) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or olher similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state .iurisdiction and geographic boundaries, and
SelectPlus20l 2AsrGov(US)SLG(ENGXOct20l 2) Page 1 of 16 Document )O0-04874
Confidentiality.
This Microsoft Select Plus Agreement is entered into between the entities identilied on the signature form.
Effective date. The effective date of this agreement is the effective date of the first Affiliate Registration Form or the date Microsoft accepts lhis agreement, whichever is earlier.
This agreement consists of (1) the terms and conditions of this agreement and all attachments identified therein, (2) the Product List, (3) the Product Use Rights applicable to Products licensed under this agreement, (4) any Affiliale registration enlered into under this agreement, and (5) any Order submitted under this agreemenl.
The parties agree to be bound by the terms of this agreement.
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 244 (iii) any other entity in Customer's state expressly authorized by the laws of Customer's state to purchase under slate contracts; provided lhat a state and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates; and
b. with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is under common ownership with Microsoft
"available" means, with respecl to a Product, that Microsoft has made Licenses for that Product available for ordering under a particular licensing program;
"Commercial Product" means any Product Microsoft makes available for license for a fee; "Contractor' means any third party supplier or other provider of computer technology or related services. "Customer" means the entity thal has entered into this agreement and its Affiliates; "Customer Oata'means all data, including all text, sound, software,or image files that are provided to Microsoft by, or on behalf of, Customer through Customer's use of the Online Services. "Fixes'means Product flxes, modifications or enhancements or their derivatives that Microsoft releases generally (such as Commercial Product service packs);
"License" means Registered Afilliate's right to use the quantity of a Product ordered. For certain Products, a License may be available on a subscription basis ('Subscription License"). Licenses for Online Services will be considered Subscription Licenses under this agreement; "L&SA" means a License and Software Assurance for any Product ordered; "Microsoft" means the Microsoft entity that has entered into this agreement by accepting Cuslomer's registration;
"Order" means the document Customer or Customer's Affiliate submits under this agreement to acquire Licenses or Servicest
"Online Services" means the Microsoft-hosted services identified in the Online Services section of the Product List.
"Product" means all soflware, Online Services and other web-based services, including pre-release or beta versions, identified on the Product List.
"Product List" means, with respect to any licensing program, the statement published by Microsoft from time to time on the World Wide Web at http://www.microsoft.com/licensinq/contracts , or at a successor site that Microsoft identifies, which identities the Products lhat are or may be made available under the program (which availability may vary by region) and any ProducGspecific conditions or limitations on lhe acquisition of licenses for those Products;
"Product Use Rights" means, with respect to any licensing program, the use rights for each Product and version published for that licensing program at http://www. m icrosoft.com/licensinq/contracts or at a successor site.
"Qualifying Contract," means (1) an Enterprise Enrollment under a Microsoft Enterprise Agreement; (2) any Enterprise Subscription Enrollment entered into under a Microsoft Enterprise Subscription Agreement, or a Select Agreement.
"Registered Affiliate" means an entity, either Customer or any one of Customer's Affiliates, identified on an affiliate registration form that has been accepted by Microsoft and has submitted an Order under this agreement;
"Reseller" means a large account reseller authorized by i/icrosoft to resell Licenses in a Registered Affiliate's region under this program;
"Service Level Agreement" means the document specifying the standards Microsoft agrees to adhere to and by which it measures the level of service for an Online Service.
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2. How the Select PIus License program works.
The Select Plus License program allows Registered Affiliates to acquire Licenses at discount pricing.
Customer and Customer's Affiliates can participate in this program if Customer or Customer's Afflliate (1) submits an Order meeting the initial minimum order quantity, (2) maintains at least one active Qualifying Contract, or (3) has purchased the minimum order quantity during the 12 months preceding the effective date of this agreement. Notwithstanding any other provision of this agreement, only Registered Affiliates identified in a Registration Form will be responsible for complying with the terms of that registration, including the terms of this agreement incorporated by reference in that registration. a. How Registered Affiliates acquire Licenses. A Registered Affiliate will acquire its Licenses through its chosen Reseller. Orders will be made out to and submitted to the Registered Afflliate's Reseller. Microsoft will invoice that Reseller according to the terms in the applicable registration. The Reseller and the Registered Affiliate will determine the Registered Affiliate's actual price and payment terms.
b. Choosing and maintaining a Reseller. Each Registered Affiliate must choose and maintain a Reseller authorized in the Registered Affiliate's region. c. Online Services. Online Services are provided as subscription services and are subject to the unique terms set forth in the Product Use Rights and the Product List.
3. How to establish price level.
Establishing price levels. Each Product offering is assigned a point value on the Product List and is assigned to a Product pool. The Customer's price levet for a pool applies to purchases made by all Registered Affiliates under this agreement. Throughout the term of this agreement, the Customer's price level for each Product and its associated Pool (Applicaiions, Systems and Servers) will be level "D." Customer does not need to acquire Products in all pools. The price Microsoft will invoice Reseller will be based on Cuslomer's price level forthe pool oflhe Product ordercd. Throughout this agreement the term "pice" refers to reference pice.
4. License grant
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what Registered Affiliates are licensed to run.
Registered Affiliates have the rights below once their registration is accepted by Microsoft. These rights apply to the Licenses obtained under this agreement and are not related to any order of, or fulfillment of, software media.
The ability to run currenl or later versions of a Product licensed under this agreement could be affected by minimum system requirements or olher factors (e.9., hardware or other software). a. General. At any time after their registration has been accepted by Microsoft, a Registered Affiliate may run for its own benefit as many copies as it chooses, of any available Products it chooses, provided that it submits Orders for all copies in the month in which those copies are first run.
b. Use by Affiliates. A Registered Affiliate may sublicense the right to use the Products ordered under this agreement to any of its Affiliates, but Affiliates may not sublicense these rights and their use must be consistent with the License terms contained in this agreement.
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'Software Assurance" means an annuity offering that provides new version rights and other benefits for Products as described in the Product List;
"Trade Secret" means information that is not generally known or readily ascertainable to the public, has economic value as a result, and has been subject to reasonable steps under the circumstances to maintain its secrecy.
'use' or'run" means to copy, install, use, access, display, run or otherwise interact.
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 246 c. When Licenses become perpetual.
(i) License only. Regisiered Affiliate's right to run copies of any Product for which it orders only a License is temporary until the Registered Affiliate has paid for that License in full and Microsoft has collected such paymenl. Thereafler, Registered Affiliate will have a perpetual License to run the number of copies ordered in the version ordered. (ii) L&SA or Software Assurance. Registered Affiliate's right to run copies of any Product for which it orders L&SA or Software Assurance is temporary until:
1) the Registered AfJiliate has paid all installments of the price for such coverage and the Order or renewal term during which such Producl Licenses were ordered has expired or been renewed or
2) the Registered Affiliate is otherwise eligible for perpetual Licenses as provided in this agreement.
Thereafter, the Registered Affiliate will have perpelual Licenses to run the Products ordered in the latest versions available as of the date of expiration, renewal, or termination (or any prior version) for the number of copies ordered or renewed. (iii) Subscription Licenses. Subscription Licenses are not perpetual under any circumstances.
d. Perpetual Licenses through Software Assurance. Any perpetual Licenses received through Software Assurance supersede and replace the underlying perpetual Licenses for which that Software Assurance coverage was ordered. All perpetual Licenses acquired under this agreement remain subject to the terms of this agreement and the applicable Product Use Rights.
e. Non-Perpotual Licenses. Some Products may be licensed on a fixed term or subscription basis. The right to Use Products licensed on a subscription basis terminates upon expiration of the subscription agreement if it is not renewed.
f. License confirmation. This agreement, the applicable Order, the Registered Affiliate's Order confirmation, and any documentation evidencing transfers of Licenses, together with proof of payment, will be the Registered Affiliate's evidence of all Licenses obtained under its Order as described in this agreement.
g. Prior version rights. A Registered Affiliate may run prior versions of any Product it Licenses under this agreement. A Registered Affiliate may run different language versions of any Product it Licenses under this agreement, provided that the License, L&SA, or Software Assurance for that different language version is available at the same, or lower price, than the price paid for the language version ordered of the same Product and License type.
How to know what Product Use Rights apply.
a. Product Use Rights. lvlicrosofl publishes Product Use Rights for each version of each Product. The latest version of the Product Use Rights is available at htto://www. microsoft.com/licensinq/contracts
(i) Product Use Rights for current and future versions of Products. The Product Use Rights in effect on the effective date of the agreement will apply to all Registered Affiliates' use of then-cunenl versions of each Product, regardless of the date of the Order. For future versions, the Product Use Rights in effecl when those future versions are first released will apply. ln both cases, subsequent changes made by Microsoft to the Product Use Rights for a particular version will not apply to Registered Affiliates' use of that version.
(ii) Product Use Rights for earlier versions (downgrade). lf a Registered Affiliate runs an earlier version of a Product than the version that was current on the agreement effective