Thousand Oaks City Council
May 19, 2026

SUBMITTAL TO THE BOARO OF SUPERVISORS

COUNTY OF RIVERSIDE, STATE OF CALIFORNIA
fiEMi 3.22
(tD # 25566)
MEETING DATE:

FROM : RIVERSIDE COUNTY INFORMATION TECHNOLOGYluesday, Septemb et 10, 2024 SUBJECT: RIVERSIDE COUNTY INFORMATTON TECHNOLOGy: Approve the Licensing Solution Providers (LSPS) Agreements with SHI lnternational Corp., lnsight public Sector. lnc, Crayon Software Experts., Zones LLC., CDW Government LLC, Dell Marketing Lp, and Softchoice lnc. to provide Microsoft products and services to all governmental entities within the State of California using the County of Riverside's Enterprise Agreement no. 8084445 from November 1,2024, through October 31,2027, with the option to renew for three additional years through October 31, 2030, All Districts. [RCIT ISF Contract Revenue] RECOMMENDED MOTION: That the Board of Supervisors:

1. Approve the Licensing Solution Providers (LSPs) Agreements with SHI lnternational Corp., lnsight Public Sector. lnc, Crayon Software Experts., Zones LLC., CDW Government LLC, Dell Marketing LP, and Softchoice lnc. to provide Microsoft products and services to all governmental entities within the State of California using the County of Riverside's Microsoft Enterprise Agreement no. 8084445 from November 1,2024, through October 31 , 2027 , with the option to renew for three (3) additional years through October 31 , 2030;

2. Authorize the Purchasing Agent, in accordance with Ordinance No. 459, and as approved as to form by County Counsel, to sign amendments that exercise the options that stay within the intent of the LSP Agreements; and

3. Authorize the Chair of the Board to sign three (3) copies of the Licensing Solution Providers (LSPS) Agreements on behalf of the County and direct the Clerk of the Board to retain one (1) copy of each of the Licensing Sotution providers (LSps) Agreements and return two (2) copies of each of the Licensing Solution providers (LSps) Agreements to RCIT for distribution.

ACTION:

MINUTES OF THE BOARD OF SUPERVISORS
On motion of Supervisor Gutierrez, seconded by Supervisor perez and duly carried by unanimous vote, lT WAS ORDERED that the above matter is approved as recommended.

Ayes:

Nays:

Absent
Date:
xc:

Jeffries, Spiegel, Washington, Perez and Gutierrez
None
None
September 10, 2024
RCIT
lD# 25566
Kimberly A. Rector
Clerk e Board
By
Depu

ATTACHMENT #1
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 1

SUBMITTAL TO THE BOARD OF SUPERVISORS COUNTY OF RIVERSIDE,

STATE OF CALIFORNIA
FINANCIAL OATA Currsnt Filcal Y6ar: Total Cost: Ongolng C t cosr $ 0 $ 0 $ 0 $ 0
NET COUNTY COST U 0 $ 0 $ 0 0
SOURCE OF FUNDS: Revenue (1% of all enrollments) Budget Adjustment: No For Fiscal Year: 24125-27128
C.E.O. RECOMMENDATION: Approve
BACKGROUND:

Summary
The request before the Board is to approve the Licensing Solution Providers (LSPs) agreements with SHI lnternational Corp., lnsight Public Sector. lnc, Crayon Software Experts., Zones LLC., CDW Government LLC, Dell Marketing LP, and Softchoice lnc. to provide Microsoft products and services to all governmental entities within the State of California using the County of Riverside's Enterprise Agreement no. 8084445 (the "Master Agreement") from Novembeli , 2024, through October 31 , 2027, wilh the option to renew for three (3) additional years through October 31 , 2030.

On September 25, 2001 (Agenda ltem 3.29), the Board of Supervisors approved all departments in the County of Riverside to enroll in a statewide Microsoft Enterprise Agreement to lower costs and receive the deepest discount available. As a result, the County became the lead agency in managing a statewide Microsoft Master Agreement that provides software licensing across the State of California to government agencies. An agreement of this nature allows for government agencies of any size to lock in pricing for the length of their enrollment, the ability to amortize the cost of new licenses over the length of the contract, and the flexibility to raise and lower commitments on hosted services during the annual license true-up period.

On October 22,2019 (Agenda No. 3.16), the Board approved the renewal of the statewide Microsofi Enterprise Agreement with ten licensing solutions providers (LSP) to enroll other Government Agencies in Microsoft Enterprise Agreement #8084445 from November 1 , 2019, through October 31, 2021. The Purchasing Department and each LSP later amended these agreements in 2020 to be effective from November 1 , 2019, through October 31, 2024.

These Licensing Solution Provider Agreements (the "Agreement") are intended to be available and leveraged by government agencies throughout the State of California (the "Enrolled Affiliates"). This type of agreement allows agencies to lock in pricing for the length of their enrollment, amortize the cost of new licenses and support across multiple years, provide unlimited access to all t\/icrosoft software, and allow flexibility to raise and lower commitments on hosted services. Like the County of Riverside, other government entities are challenged to keep their software current while minimizing the associated costs.

FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 2 SUBMITTAL TO THE BOARD OF SUPERVISORS COUNry OF RIVERSIDE,

STATE OF CALIFORNIA
The county of Riverside lvlicrosoft Master Agreement is used by all county agencies for the purchase of Microsoft software licenses, software maintenance, cloud services, and professional services. Common desktop products that are purchased include but are not limited to Microsoft Windows, Microsoft Office, Microsoft Visio, and Microsoft project. Common enterprise products include but are not limited to Mrcrosoft windows server, Microsoft sel Server, and Microsoft System Center. Common cloud subscription services include but are not limited to Microsoft Office 365, Irilicrosoft lntune, and Microsoft Azure.

Over 900 government agencies utilize the existing County of Riverside Microsoft l\ilaster Agreement. The County of Riverside has made significant strides toward setting enterprise software and licensing standards, emphasizing consolidated agreements. These standards and volume pricing are shared with other government entities across California as more government agencies discover the benefits of entering into a Microsoft Enterprise Agreement. lmpact on Reside nts and Businesses
There is no negative impact on residents or private businesses. The master agreement provides maximum discounts because of cooperative efforts with various governmental agencies in california. The county of Riverside will benefit from enrollments from other governmental agencies, which will be 1o/o ol the annual enrollment amount per each Enrolled Affiliate.

Additional Fiscal lnformation
Licensing Solution Providers (LSPS) will be charged 1% of the annual enrollment amount per Enrolled Affiliate to leverage the Riverside county Master Microsoft Agreement No.80g4445, select Plus Agreement No. 7756479, Microsoft Unified Support services, Microsoft consulting Services, and I\/icrosoft lncident Response.

This wjll be an annual fee per enrollment, including Affiliates' Shadow Enrollments:

Example - A three-year aggregated agreement with a contract amount of g3OOK, divisible by three years, will result in an LSP Participation Fee of 91 ,000 annually ($1OOK multiplied by 1 %).

RClr will invoice the Awarded LSP annually based on the enrollments verified from the "Reporting of Active Enrollments" list submitted each calendar year. payment is due to Riverside county lnformation Technology thirty (30) days from the invoice date. These costs should not be pushed to the customers and should be absorbed by the LSp as directed in the Licensing Solution Provider Agreement and RFQ no. ITARC-00S32 Contract Historv and Price Reasonableness
Purchasing and Fleet Services, on behalf of Riverside lnformation Technology (RCIT), released a Request for Quote (RFQ #ITARC-00532) for Microsoft Enterprise Agreement Licensed Support Providers' (LSP) Selection, posted publicly on publicpurchase. com on April 16,2024, (750) potential vendors were notified, and (58) vendors accessed the bid.

FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 3

SUBMITTAL TO THE BOARD OF SUPERVISORS COUNTY OF RIVERSIDE,

STATE OF CALIFORNIA
Upon bid closing on May 9,2024, the County received seven (7) responses. The bid responses were based on a percentage markup from Government level D pricing established by Microsoft and provided to all LSPs. The markup ranges from I .1o/o to 5.5Yo for M icrosoft Enterprise Online Services and products and 2o/o to 7% for Mjcrosoft lncident Response, Unified Support, and Consulting Services. The County team evaluated the responses and decided to award to the seven (7) LSPs who responded to the RFQ to provide support for the entire State of California.

ATTACHMENTS:

A. Licensed Support Provider (LSP) Agreement no. ITARC-00929 with SHI lnternational Corp.

B. Licensed Support Provider (LSP) Agreement no. ITARC-00930 with lnsight pubtic Sector. lnc
C. Licensed Support Provider (LSP) Agreement no. ITARC-00931 with Crayon Software Experts.

D. Licensed Support Provider (LSP) Agreement no. ITARC-00932 with Zones LLC.

E. Licensed Support Provider (LSP) Agreement no. ITARC-00933 with CDW Government LLC
F. Licensed Support Provider (LSP) Agreement no. ITARC-00934 with Dell Marketing LP and
G. Licensed Support Provider (LSP) Agreement no. ITARC-00935 with Softchoice lnc. p

FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 4 DocuSign Envelope lD: D1C85720-9C7F-4A8E-8635-A6ts1851FAA9E ACREEMENT # ITARC-00929

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

MICROSOFT PRODUCTS AND SERVICES
UNDER MICROSOFT EA NO.8084445

BETWEEN

COUNTY OF RIVERSIDE
And
SHI INTERNATIONAL CORP.

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

2. Pcriod of Performance:

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

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

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

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

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

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

Section 926. I 0. No legal liability on the part of the COUNTY shall arise for payment beyond June 30 of each calendar year unless lunds are made available for such payment. In the event that such J
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iirnds are not forthcoming fbr any reason, COUNTY shall immediately notify CONTRACTOR in writing: and this Agreement shall be deemed terminated. have no f'urther force. and effect.

Hold Harmless/Indemnification:

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

4.2 With respect to any action or claim sub.ject to indemnification herein by LSP. LSP shall. at their sole cost. have the right to use counsel oftheir own choice and shall have the right to adjust. settle. or compromise any such action or claim without the prior consent of County: provided. however. that any such ad-justment. settlernent or compromise in no manner whatsoever limits or circunrscribes LSP indemnification to lndemnitees as set tbrth herein. .1.3 LSP obligation hereunder shall be satisfled when LSP has provided to County the appropriate lonn of disrnissal relieving county fiom any liability for the action or claim involved.

Termination:

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

5.2 County may. upon five (5) days written notice terminate this Agreement for LSP default. if LSP ref'uses or fails to comply with the tenns of this Agreement or fails to make progress that may endanger performance and does not immediately cure such failure. In the event ofsuch termination. the County may proceed with the work in any manner deemed proper by County.

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

Alteration or Changes to the Agreement
The Board of Supervisors and the County Purchasing Agent and/or his designee is the only authorized County representatives who may at any time. by written order. alter this Agreement. If any such alteration causes an increase or decrease in the cost of. or the time required for the performance under this Agreement. an equitable adjustment shall be made in the Agreement price or delivery schedule, or both, and the Agreement shall be modified by written amendment accord ingly.
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7. Notices
All correspondence and notices required or contemplated by this Agreement shall be delivered to the respective parties at the addresses set forth below and are deemed submitted two days after their deposit in the United States mail. postage prepaid:

LSP
SHI Intemational Corp.

Attn: Moitrayee Ma jumdar
290 Davidson Ave.

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

I-SP shall procure and maintain or cause to be maintained, at its sole cost and expense. the following insurance coverage's during the terrn of this Agreernent. As respects to the insurance section only. the COUNTY herein refers to the County of Riverside. its Agencies. Districts. Special Districts. and Departments. their respective directors. officers. Board of Supervisors. employees, elected or appointed ofTicials. agents. or representatives as Additional Insureds.

A. Workers' Compcnsation:
l1'the LSP has employees as defined by the State ol'Califbrnia. the LSP shall maintain statutory Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of California. Policy shall include Ernployers'Liability (Coverage B) including Occupational Disease with limits not less than $1.000,000 per person per accident. The policy shall be endorsed to waive subrogation in lavor of The County of Riverside. Policy shall name the COUNTY as Additional Insureds.

B. Commercial General Liability:

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

C. Insurance Requirements for IT Contractor Services:

COUNTY
Riverside County Information Technology
Aun: Procuremerrt Contract Specialist
3450 l4'r' Street
Riverside. CA 92501
li
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t-SP shall procure and maintain for the duration ofthe contract insurance against claims lor injuries to person or damages to property which may arise lrom or in connection with the perfonnance of the work hereunder by the LSP. its agents. representatives. or employees. LSP shall procure and maintain for the duration ofthe contract insurance claims arising out oftheir services and including, but not limited to loss. damage. theft or other m isuse of data. infringement of intellectual property. invasion of privacy and breach of data.

Cyber Liability Insurance. with limits not less than $2.000.000 per occurrence or claim. $2.000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by LSP in this agreement and shall include. but not limited to" claims involving infringement of intellectual property. including but not limited to inlringement of copyright. trademark. trade dress. invasion of privacy violations. information theft. damage to or destruction of electronic information. release of private infonnation. alteration of electronic information. extortion and network security. The policy shall provide coverage for breach response costs as well as regulalory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.

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

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

Ilany such self-insured retention exceeds $500.000 per occurence each such retention shall have the prior written consent of the County Risk Manager before the commencement of operations under this Agreement. Upon notification of self-insured retention unacceptable to the COUNTY, and at the election of the Country's Risk Manager. LSP'S carriers shall either; I) reduce or eliminate such self'-insured retention as respects this Agreement with the COUNTY. or 2) procure a bond which guarantees payment of losses and related investigations, claims administration" and def'ense costs and expenses. 3) LSP shall cause LSP'S insurance carrier(s) to furnish the County of Riverside with either l) a properly executed original Certificate(s) of lnsurance and certified original copies of Endorsements eff'ecting coverage as required herein, and 2) if requested to do so orally or in writing by the County Risk Manager. provide original Certified copies of policies 4 Iir\ rsron lr0(,'l0l I
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including all Endorsements and all attachments thereto. showing such insurance is in full force and elTect. Further. said Certificate(s) and policies of insurance shall contain the covenant ofthe insurance carrier(s) that a minimum ofthirty (30) days written notice shall be given to the County of Riverside prior to any material modification. cancellation. expiration or reduclion in coverage of such insurance. If LSP insurance carrier(s) policies does not meet the minimum notice requirement found herein. LSP shall cause LSP's insurance carrier(s) to lurnish a 30 day Notice of Cancellation Endorsement. 4) ln the event ofa material modification. cancellation. expiration. or reduction in coverage. this Agreement shall terminate fbrthwith. unless the County of Riverside receives. prior to such effective date. another properly executed original Certificate of Insurance and original copies of endorsements or certified original policies. including all endorsements and attachments thereto evidencing coverage's set fbrth herein and the insurance required herein is in full lorce and effect. LSP shall not commence operations until the COUNTY has been fumished original Certificate (s) of lnsurance and certified original copies ofendorsements and if requested. certified original policies of insurance including all endorsements and any and all other attachments as required in this Section. An individual authorized by the insurance carrier to do so on its behalf shall sign the original endorsements for each policy and the Certit'icate of Insurance.
5) It is understood and agreed to by the parties hereto that the LSP's insurance shall be construed as primary insurance. and the COUNTY'S insurance and/or deductibles and/or self-insured retention's or self-insured programs shall not be construed as contributory. 6) lL during the term of this Agreement or any extension thereof. there is a material change in the scope ofservices: or. there is a material change in the equipment to be used in the performance olthe scope ofwork; or. the term of this Agreement. including any extensions thereof. exceeds five (5) years: the COUNTY reserves the right to adjust the types of insurance and the monetary limits of liability required under this Agreement, if in the County Risk Management's reasonable judgment. the amount or type ol insurance carried by the LSP has become inadequate.
7) LSP shall pass down the insurance obligations contained herein to alltiers of subcontractors working under this Agreement.
8) The insurance requirements contained in this Agreement may be met with a program(s) of self'-insurance acceptable to the COUNTY.
9) I.,SP agrees to nolify COUNTY of any claim by a third party or any incident or event that may give rise to a claim arising from the performance of this Agreement.

9. (leneral:

9.1 This Agreement, including any attachments or exhibits. constitutes the entire agreement ol the parties with respect to its subject matter and supersedes all prior and contemporaneous representations. proposals, discussions and communications, whether oral or in writing. This Agreemenl may be changed or modified only by a written amendment signed by authorized representatives of both parties.
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9.2 This Agreement shall be governed by the laws of the State of Califomia. Any legal action related to the performance or interpretation of this Agreement shall be filed only in the Superior Court oithe State of California located in Riverside, California, and the parties waive any provision of Iaw providing fbr a change of venue to another location. ln the event any provision in this Agreement is held by a courl of competent jurisdiction to be invalid. void. or unenforceable, the rernaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

9..1 'fhe fbllowing documents are attached to and incorporated into this Agreement:

Exhibit A: Scope and pricing.

Exhibit B: LSP Reporting of Active Enrollments.

Exhibit C: Microsoft LSP Participation Form.

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

El) Microsoft Enterprise Agreement No. 8084445.
tj2) Microsoli Select Plus Agreement No.7756479.

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

9.5 This Agreement may be executed in any number of counterparts. each of which will be an original. but all of which together will constitute one instrument. Each party of this Agreement agrees to the use ofelectronic signatures. such as digital signatures that meet the requirements ofthe California Un iform Electronic Transactions Act (( "CUETA") Clal. Civ. Code dd I 633. I to I 633. I 7). fbr executing this Agreement. The parties further agree that the electronic signatures ofthe parties included in this Agreernent are intended to authenticate this writing and to have the same force and eil'ect as manual signatures. Electronic signature means an electronic sound. symbol. or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record pursuant to the CUETA as amended from time to time.

The CUETA authorizes use of an electronic signature for transactions and contracts among pafties in Califbrnia. including a government agency. Digital signature means an electronic identifier. created by computer. intended by the party using it to have the same force and effect as the use of a marrual signature. and shall be reasonably relied upon by the parties. For purposes of this section. a digital signature is a type of"electronic signature" as defined in subdivision (i) ofSection 1633.2 of the Civil Code.
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9.6 lf the entity is a corporation. the signatures of two corporate officers (the president, vice president. secretary. assistant secretary, Chief Financial Officer (i.e. treasurer), or assistant treasurer) are required on the agreements. The signatures must be in the following combination: president or vice president and secretary. treasurer or CFO. For example, the signatures ola president and a vice president would be insufficient. If signed by a single corporate officer, a corporate resolution. authorizing the one officer to bind the corporation. signed by the Board of Directors of the corporation, is required. The corporate resolution must authorize the signatory to sign agreements on behalf of the corporation.

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

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

By:

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

Kimberly Rector
Clerk olthe Board
By'

APPROVED
Minh C. Tran
Ccr ounsel
'I RM
By
Patrla S cido
Deputy County Counsel
Dated: I ( r (zorq
Rc! rsron l{)6/2021
7 SEP 10 2s24 3 2e
COUNTY OF RIVERSIDE, a political
subdivision ofthe State of California
By:
(ri"tl"- 1ta
q lfiilw
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Exhibit A
Scope and pricing
LSP's Scooc and rcsponsibilitics
The Licensed Support Provider (LSP) will resell all available Microsoft Licensed Support Provider (t-SP) tbr Microsoft Master Microsoft Enterprise Agreement No. 8084445; Software Licensing.

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

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

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

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

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

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

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

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

6. Each Alfiliate 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 12 Docusign Envelope lDr D1C85720-9C7F-4A8E-8635-4681851FAA9E AGREEMENT Ii ITARC-00929

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

12. The l-SP will provide a short synopsis ofwhy an amendment is needed and the ramification ofeach amcndment to an enrollment at the time of such amendment. lJ. The LSP will provide an updated price list on an annual basis or when Microsoft changes price point. whichever is sooner. in an Excel spreadsheet to the Enrolled AfIliate. This price list must capture. at minimum. the tbllowing categories for each product: SKU. product description, MSRP. NET (t-evel D). LSP's uplitl and conlracted unit price.
14, The LSP shall provide a list of enrollments. The list of enrollments is due 30 days afier the contract signature and on January l5th ofeach calendar year during the agreement period. This list will include the agency name. contact person. email and phone number and annual spend. The intent of this is to track how many agencies within the State of Califomia piggyback off of the Master Agreement.

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

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

I7. The Servicing LSP shall provide the ability to for the acquisition of Microsoft services as the demand fbr individual product services or capabilities expand. The servicing LSP shall provide seruices to include Microsofi Unitied. Industry Solutions Delivery (lSD). and Microsoft incident response. The Servicing LSP will have a valid Microsoft Master Services Agreement on file with Microsoft in order to resell Microsoft Unified Support. and lndustry Solutions Delivery (lSD). Additionally. the contractor shall provide Microsoft dedicated Technical Support representatives and subject matter experts provided via the Microsoft enterprise agreement to support and assist Riverside County master participants in analyzing. architecling. implernenting. managing. and operating solutions based on the Iicenses prev iously acqu ired or to be purchased in accordance with the terms ofthe M icrosoft enterprise licensing program.
9 Rcvrslor l/oavlol I
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 13 Docusign Envelope lD: D1C85720-gC7F-4A8E-8635-A681851FAA9E AGREEMENT # ITARC.OO929
18, LSP will be responsible fbr submitting a completed "Reporting of Active Enrollments'' by January I 5th of each year fbr the prior calendar year.

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

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

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

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

Riverside County Information Technology
Attn: Accounts Receivable
3450 l4th Street. 4th Floor
Riverside. CA 92501
Itc!rsron l/()6/:021
10 FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 14 DocuSign Envelope lD D1CA572O-gC7F -4AAE-8635-4681851 FAAgE Pricins:
l. Microsoft Enterprise License Subscri ption and services

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

ACREEMENT # I1'ARC-00929
Item Description Price Level Markup o/"
Enterprise Online Services++ (including Full USLs. From SA USLs. Add-ons and Step Ups) M365 E3 and E5. Enterprise
Mobility + Security E3 and E5. Office 365 Enterprise El or E3. Windows l0 Enterprise E3 or 85.

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

Windows Server. etc).

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

Level D I l0
Af l products lbr Select Plus Agreement No.1756479. Lt0 Microsoft Unified Support Services 2.00
Microsoll Consulting Services 2.00
Microsoft Incident Response 2.00
Solution Area Specific Capability Number Customer Sizc Reference? Number of successful customer production
mail deployments/mi grations? 5.000 500- | 00.000 Yes. Upon Request Number of successful customer production
SharePoint deployments/m igrations? 5.000 500- I 00.000 Yes. [Jpon Requcst Number of successful customer production
Teams deployments/mi grations? 2.000 500- t 00.000 Yes. Upon Request Number of successful customer production
Teams Voice deployments/PBX migrations? r00 500- I 00-000 Yes" Upon Request Number of people with specialized expertise
on technologies listed above t00 N/A Yes. Upon Request
Re!rsron l06/2021
1t
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 15

3. License Support Provider (LSP) service rates:
]\GRI]EMENT /I ITAR('-O09]9
Data and Artificial lntelligent
Certified Competency
(Yes/No)
Hourly Rate (On
Premise)
Build lntelligent Apps $300.00
Build Intelligent Agents Yes $100.00
Machine [-earninc $300.00
lnternet ofThings Yes $300.00
Oloballv distributed data $_r00.00
OSS Databases Yes $_r00.00
Cloud Scale Analvtics Yes $_r00.00
Data Plalfbrm Modenrization to Azurc Yes $_r00.00
Windows Server on Azure $100.00
Security & Management $.r00.00
Datacenter Migration $100.00
Modern Business lnlelligence Yes $-r00.00
Copilot Yes $-100.00
Biz ADps
Yes $-r00.00
Field Service Yes $-100.00
Markeling Yes $.100.00
Talcnt Yes $-100.00
Finance and Operations Yes $-100.00
Business Central Yes $.]00.00
Power Apps Yes $100.00
Power Rl Yes $300.00
Apps and lnfrastructure
Azure Stack Yes $100.00
High Performance Compute Ycs $.'r00.00
Cloud Native Apps using Serverless Yes $100.00
Modernize Apps Yes $100.00
SAP on Azure Yes $.'r 00.00
l,inux on Azrrre Yes $100.00
Dev Ops Yes $100.00
Business Continuity & Disaster Recovery Yes $i00.00
Windows Server on Azure Yes $100.00
Security & Management Yes $-.i00.00
Datacenter Migration Yes $.r00.00
Modern Workplace
LJsor Adoption & Cl'range Manasenrcnt Yes $..100.00
Security Yes $-.i00.00
GDPR & Compliance Yes $300.00
'leanrwork Yes s300.00
Calling & Meetings Yes $100.00
Modern Desktop Yes $100.00
Office 365 Migration Assistance Ycs $300.00
\4 ail Yes $100.00
'feams Yes $100.00
SharePoint Yes $-.r 00.00
OrleDrive $100.00
Rcvrsron I/06/2021
t2
Docusign Envelope lD: D1C85720-SC7F-4A8E-8635-A681851 FAAgE Yes
Yes
Yes
Yes
Yes
Yes
Customer Service
Ycs
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 16 DocuSign Envelope lD: D1C85720-9C7F-4A8E-8635-A681851FAAgE AGRF,EMENT # ITARC-00929

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

Enrollment
Entity:

Start
Date:

End
Date:

Annual
Sales
Enrollment
Contact:

Enrollment
Contact
Email:

Enrollment
Contact Tel:

County of
Riverside
xx/xxl
xxxx
xxlxx
/xxxx John Doe
Rcvislon l/06/2021
13 Exhibit B
TBD
m
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 17 DocuSign Envelope lD: D1C85720-9C7F-4A8E-8635-A681851 FAA9E ACREEMENT # ITARC.OO929
Exhibit C

MICROSOFT LSP PARTICIPATION FORM

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

OARNYL POLX
Chi.f T.ctholoey Ofic..

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

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

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

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

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

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

FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 18 Docusign Envelope lD: D1C85720-9C7F-4A8E-8635-A6B1851FAAgE AGREEMENT # ITARC.OO929
EI
Exhibit D
Microsoft EA Benefits for Government Agencies
Reduced Paperwork
Reduced number of separate documents to review - by consolidating amendments into a single document. Many of the amendments previously required are now built into the enrollment document.

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

E2 Standard Pricing Across all platforms
Microsoft will provide LSP's (authorized EA LSPs on this contract) with Govemment Level-D. pricing offofpublished "LSP cost" all platforms. Azure discount is a factor ofthe consumption rate.

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

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

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

Rct rsron l/(16/2021
Oflfice Roaming Use Rights: Help expand end-user productivity and extend the value of your virtual desktop environment with Olfice Roaming Use Rights. which lets users with Software 15 Raise and lower commitment for hosted services during the Enterprise Agreement Period You can raise your commitment lor hosted services like 0365, CRM, Azure during the current EA year and only commit to the remaining months in that year. Example: your anniversary for your Year-2 term is in November and your adding 100 Office 365 users in May. You will only be obligated to pay for the 6 months leading to your anniversary. Additionally, you can now true-down hosted services at your anniversary to the original commitment level as well.

FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 19 AGREEMENT # ITARC.OO929
Assurance on Office. Project. or Visio remotely access their software on their virtual desktops from third-party devices.

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

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

Rcvrsion l/06/2021
16 Docusign Envelope lD: D1C85720-9C7F-4A8E-8635-A681851 FAA9E More information about the Software Assurance by products as listed above can be found at:
https://www. microsoft.com/en-us/Licensing/licensing-propra ms/software-assurance-byproduct.aspx?83ffdda4-a263-4123-9752-1122538c0a96=True FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 20 DocuSign Envelope lDr D1C85720-9C7F-4A8E-8635-4681851FAA9E AGREEMENT # ITARC-00929
Exhibit E
Microsoft Enterprise Agreements and Amendments
Et)
E2)
E3)
E4)
Microsoft Enterprise Agreement No. 8084445.

Microsofl Select PIus Agreement No. 7756479.

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

Ilcvrsron l/06/2021
T7
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 21 l\,tlii rr i,'rii \/olt ttrtr,r l it:ett:.ittr,1
Program Signature Form
MBAIIUESA number
Rlv60-8084445-MAMD2
8084445
Nolo: Enler the appllcable acllvo numbers assoclEted wilh lhe documonls below. Microsoll requlr8 tho associalod active numberbe indlcsled here, or llsted below as new.

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

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

J
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fl
o
d
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By slgning below, Cuslomer and the Microsofr Aflillale agree that both parties (1) have recelved, read and understand the above contracl documenls, lncluding any websltes or documenls lncorporated by referonce and any amendments and (2) agree to be bound by th€ terms of all such documents, o
o
E
z
f,
o
I
2 z
&
tr
tL
' lndicalos rs field
l
t6
<Choose Agreefient>
<Choose Agreemenl>
<Choo6o Agreemenl>
<Choose Agreement>
<Choose Agr€ement>
<Chooss Enrollmenl/Rsqlstralion>
<Choose EnrollmenUReristration>
<Choose EnrollmsnURsqlslratlon>
<Choose EnrollmenURegislration>
<choos6 EnrollmenUReqlslratlon>
Amendmenl to Contract Documenls cTM-FWK-CTC-AGR (808444s) Name of Entity.lafist be !g$at entlty name)' County of Rlverside srsnaturo^
prlrr"a
/futtl@ rtr"i"na L*"t N",,,t". RfCf++f.-l R . SAf
Prlnt€d Tltle S R.. |BocrrvRer,renrf C-oufO*Cf SP€C/4US f srsnaturo Date' O/ /30 f Z/.ZO
Tax lD
Customer
ProgramSlgnForm(irSSlgnXNA,LalArn)ExBRA(ENG)(Oci2019) Pag6 { ol2 Docum€nl X20128d5
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Contract Document Number or Code
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 22 cro50 Corporatlon
Prlnted Title
Signaturo Date
(dst6 Mlcroaoft Af llllate couttsrslgns)
ra'l.lon Printed Flrstand Last Name
Slgnaturo
Mlcrosoft Co
JAN 29
Agreement Eft€cllve Dato
(may b€ diflerenl thEn Microsoll's
Dul
dal6)
on bohalf of
n
Name of Entlty (mu8t bs l€galenllty name)i
Slgnaturei
Prlnted Flr6t and Last Name*
Prlnted Tltlo
Slgnature Dato'
Customer
Optional 2nd Customer slgnaturs orOutsourcer slgnaturs (lf appllcable) ' indicates required IloM
' htdlcat€'s pqulrad liod
ll Cuslomer requlres addltional conlaots or ls reporllng multlpls provious Enrollments, lnoludo the aPpropriats form(s) with thls slgnature form.

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

Mlcrosoft Coryora on
Dept. 551, Volume Llcenslng
6100 NellRoad, Sulte 210
Reno, Novoda 8951 1-1137
USA
Namo of Enllty (must be legal Bntlty name)i
Slgnaturs"
Printsd Flrst and Last Name*
PrlntEd Tltle
Slgnaturo Dato'
ProEamsisnForm(MSSignXNA, talAmlExBRAlENG)(Oc12019) Page 2 ol2 Document X20- 12445
Microsoft Affiliale
2020
Outsourcer
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 23 l\/lhr li,r:irii
Amendment to Contract Documents
Agrc€m€nl Numbor
8084445
Vcllu trr e l-i r:et rsitt 11
Rtvco-8084445-MAMD2
Thls amendment ('Amendment") ls entered into between the partles id€ntified on the attached program slgnature form. lt amends the Enrollment or Agreement ldentlflod abovo. All t€rms us€d but not dsfined in this Amendment will have the same meatlnos provlded in that Enlollment or Agreemenl.

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

Terms and Condltlons

1. Delloltlons, All terms dellnod In the Agreom€nt and th6 Enrollment shsll apply to thls Amendhent unless olheMlsB stat€d, Additional tBrms 8ra dofined 8s tollo,vs:
'customor" msans lhs l6gal €ntlty thath8s enler9d lnto lhe AgrBement; "customor Dala" inoans all data, lncludlng 8ll toxt, 6ound, sofr^,are, lmag€ 0I vldoo fles lhel aro Provlded to Mlqosoft by, or on behalfot Cuslomor and lb Atflllaies ln connecllon wilh Probsslonal Services:
'day' means a calendar day, €xc€pt referancas that spedfy Susiness d8y':
'Flx" or'Flxes'moans Product lixes, modificatlons, snhailcemonls, or thelrdeivalivee, lhat Mlclosonellher releases generally (such as Productservlce packs) or that Mlcrosofr provldes to Custom€rwhen performing Professlonal servlces to addrEss I speclllc lssus (includlng, but nol limlted to, worksrounds, pstch€s, bug lixes, beta fixes and beta bullds);
"Mlcrosoft" means lhe Mlcrosoft Afllliale that has entered lnto the Agredmenl and its Affiliates, as appropriate;
'Pre-Existing Work'moens any computercode ormaterlsls developed or olhe&lss obtslnod lndependenlly oflhe efforls ola p€rty under a Statemsnt of Selvlcesi
"Profosslonal sgrvlcas" means all Producl support B€rvlces and Mlcmsofl consultlng servlces or advice pmvlded to Cuslomer under this Amsndmenl. 'Prolesslonal Servlcos" doss nol lnclude Onllne Services;
'Servlca Dellverablos' meBns any domputer code or maleilalg, olh6r thon Products or Flxes, that Mlcroson leaves wllh Customer al the conclusion of Mlcrosolt's performanca 6flhe Professlonal S€rvlcesi "Slatemont of sorvlces' means any woft otdors, seNlce8 dBscrlptlons, or other descrlpllon of Professlonal Servicrs lhal lncorporal€s thb Am6ndmenti
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 24 "Trado Socrot" means infomation that is not generally known or readily ascorlslnBble to lhe public, has economlc value as a r6sult, and has been subjoct to reasonable steps under lh6 clrcumslanc$ to mainlain ils secrecy;
"use" or "run" m€ans lo copy, lnstall, use, access, dlsplay, run or olherwise lnteractwith:
"Volumo Llqonslng Slto" means III{ ryll!!lqlgEgl!!aoll!@$i]]g&q!l]3ql! or a successor slte.

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

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

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

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

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

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

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

BD
Pag€ 2 ol6
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 25 f. R$eruation ol Rlghts. Producls, Flxes, and Servlca Dellverables ar€ Prolocled by copyright and olher lntellectual property dghts laws 8nd lnternational treatles. Mlcrosoft roserves all ghls not exprossly grant€d ln thls Agr€ement. No rlghts wlll b€ granted or lmplied by waiver or estoppel. g. Suppotlab W of Products. supporl loi Products ls svallable undor lhe terms of a liconsing agreemenl, a separate Slatement of Servlces or under the lgrms set lorlh at ,1tlDi//suDDorl.nllorosoft.corn or a successor slle.
4- Confldontlattty, Subject to lhe requirem€nls o[ Cuslome/s public records and trado secfet laws (if any):
"Confldentlal lnlormatlon'lb non-publlo lnlormallon thsl ls dsslgnated "conlld€ntlal' or that a r€asonable person should und€rstand ls confidentlal, and lhe terms of thls Amendment, lt lncludes, but ls not limlled to' non-publlc informatlon regarding eilhor party's products, features, markoling and promotlons, and lhe n€gollated terms of any Statement of Servlces.
conlidontlal lnformstion does not lnclude Information thst (a) becomes publlcly svallable wlthout a breach of thls Amendmgnt, (b) the recaiving psrty recslvod lawfully from anolher source without a confldentlality obllgallon, (c) ls lnildpendonlly developed, or (d) is a comment or suggestlon vgluhteered about th€ olh6r party's buslness, producls or servlces.

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

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

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

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

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

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

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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 26 a, Lmlted wa anllog and rctuddlas - ptotossronil Seryrco& Microsoft warrants thal lt wlll psrlorm Protesslonal SeNlces wlth prol€ssional care and sklll. lt Mlcmsoft lslls lo do Bo, and Customer nollfie6 Ulcrosolt wlthh S0 day8 of the dete the pmb$lond Ssrvlces were performed, then Mlcrosoft v,lll, at ltc dlscrsllon, ollhor rs.perfurm thc profosslonsl Ssrvlc€s or retuA ths prlc6 pald for them. Theso remedies 8r€ Custom8r's Bols remsdl€8 for brBach of warranllea in lhis secilon.

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

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

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

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

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

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

B. Llmltallons ol llablllty,
a.

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

FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 27 Either parly may termlnats this Amendment al any time without cause by glving the other parly at leasl 60 calendar dsy6 prlor wrlllen ootlcs. Termlnaling lhis Amsndment wlll not aftoct any sxlsting statements ol Servlces butwlll t6rmlnate lhe abilily ol the parlles lo enter lnto subsequent Slalements of Servlces.

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

10. Mlscelleneous.

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

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

Amendmenl,App v,l.0 CTi,{,FW(-CTC.AGR BD
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 28 k. ProfossroD.rscryrcoa paymonalotma, Custom€r 8groes topsy allfees ln a StetEmsnt of Servlces wilhin 30 day8 oflhs dare ofMlcrosoft 6 rnvorce unlesslhe stst;m;nr of servlcss provld€s orherwlse, Mlcrosofl may assass a linsnco charge of lhe lesser of lA% pBr Bnnum, accru8d, cslculslod and paysblB monthly or the hlghost Emount qllo!,red by lew on all psst due amounls duo to Mlcrosoft, Mlcrosofl wlll havo no obllgallon to con nue to pmvido pmtossronal servlc€s lf cuEtom€r fails to male llmely peyment. ,. Iaxes. -lf any amounts arB Io be psld to Mhrosoft, lhe amounts owsd ara excluslve of any taxgs. Customer _shall pay all valu. added, good6 and B€rvlc€s, salas, grgs8 recelpts or oth;; transaction taxe8, fegs, chargos or surQharges orotherslmllar taxB8, chares or leee orany regulatory cosl rocovery and other surcharges thal are owod under thls Al',sndment and whlch ilh;osoft l; pemltted to collect from Custom.r, customer shall €lso bs rosponsible for qn appllcqbl€ st.mp taxes and for all olher laxes lhat lt ls l€gally obllgated lo pay, lncludlng any taxes tlat arlee on thb dlerrlbutlon of provlslon of Prof.sslonal servlcos by customBr to its Alljl;tes. Microsoft shafl be responslble forpayment of alltaxes based upon lls n8l Income, gross recelpts taxos lmposed ln lleu or lax€s on lncome or prollts, or taxes on Mlcrosoft's prop6(y ownorship. lfany laxes are roquir.d to be withheld on paymenrs made to Microsoft, custom€r may deductsuch taxes from lh6 amount owed and pay them to the appropriate taxlng authorlty; provlded howevar, that cusromer shall prompfly socure and dslver an oflicial rocoipt for lhose wilhhodings and othei documents reasonably requestsd by Mlcrosofl to clarm a forergn tax credl or refund. iuslomsr wi €nsure lhat eny taxes withh€ld are minlmked to lho exlent posslble und6r appllcablo law. ,r. No thlrd.party beneticlarle8. This Am8ndment does nol creatB and third-party bensliotary righls.

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

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

Mlcrosoft lnternal Use On
-Consulling Services Amendmont for EA
Attach.docx
CTM CTM"FWK.CTC.AGR BD
AmendmmtApp v4.0 CTM.FW('CTC*GR BD
Psgo 6 or 5
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 29 E Microsc,Ft \/olr-r rle l-icens rrrgl
Program Signature Form
004-kayleed-S"04
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Notc: E ler llre apnlicable irctrve nurnhers associaled viilh lhe documenls belor,r. lvlicrosoft reqtlites lhe associaled active nuriber be h)dicated here. or lisled below is new For lhe prrrposes ol lhis lol.ln, 'Customer' can mean lhe si{,ning enlily, Enrolled Afliliale, Goveflrnenl Partner. Inslilr rti()n, or olhcr pr(y snlering inlo a vofumc llconsing firogram agrccmenl.

This shnaltrle lorrn and all conlracl dDcuments identilied io lhe lable b€loiv are enlered into between the Cirslomer.rnd thc l/icrosolt Afliliate signing, as ol lhc clfcclivc datc identificd bclo!,/- GoiIE@@rEs5.,rI
Enler ise A0reernenl
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<Choose EnrollmenVRe rslralion> Documenl Numlrer or Code .11!o_oqq lqqlltenlBcuE!rslisl:

Anlendmont lo Cont'acl Docultlenls
Oocunrenl l.luml)er or Code
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Uy signing below, C(slompr and the lricrosotl Alliliate agree that bolh nariies (l) have reccivcd, rca(l and underslai)d lh6 above conlracl docrrr'rents, includrng au'/ wellsites or docurnenls incolporated by relerence and ar]y anrcndmerrls and (21 agree lo be bound by lhe terms o[ all such documonts.

Name ot Entity tity nanre)' Courtly ot Riv€rside
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Pr Lvjnll ISr/-rrrf o' t n( lrtS 5iq,1)r frA, L:rl,Art lExB 11A. MLIiENC l1Arq2,3 I n l FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 30 Mitrosoft Corporalion
Si0 r rakrre
Printed First and Last Natne
Prlntod Titlc
Slqrlat(lre Date
(dalc !1rc:!soll Alfilralc coonlc,atClsl
Agreclrellt Eflective Uate
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Optiorial 2'd C(lstolrlcr signaaure or OUtsourcor sign.trrrc (if appliceble) Nan)e of Entity (inust be lagal entity lldrne).

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

A(er this sio[atrtre fornl is sioncd by thc Cllslonler, send il lld llre ContrssL Docunrenls lo Cuslonter.s charrrrel purlrrer oI lJic{osblt aCCoL rt mana0er, who tnusl sUbmil thenl to the following address lvhen Ihe signalur€ fonr is lutly e)ieculed by iricrosofl. CU:lomer vrill reccive a Donlirrnaliott crpy Microsofl Cotpora?io
Def,l. 551, Vol!rne Licansh(
6100f.leil Road, Suite 2'10
Rerro. Ncv;rda 8051 'l. l 137
USA
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 31 t-l r
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This rncndrncnl fArrlcndment") is enlered irllo belween the 0arlies ideItiligd on lhe altacl]erl proqlarrl si0natu r e fo m. lt arnen ds lhe Enr ollnlen I or n S reerner rl ider rlified ilbol/e. n ll terms use(l tl(ll nol (lolin ed in tl'ris Ameir(fin'?rl will llavD lhe same nreanings provided in that EnlollmEnl or Aqreernenl Enterprise Agreement
Custom Terms CTIM
Seclion 6a, '-fcrn", is l'rcrcby arnendcd alrd reslaled as lollo\ s:
a, Term. The lerm ol lhis Aorcentenl r,/ill remain ln ellecl unless ternlinated Uy cilhel pa(ly as descrit)ed llelo\./ EItch Er)lbllrnenl 'r,/ill l|ave lhe iornr providD.l in lhat Enrollrncnl 2 The pricing lhal l,4icrosoll r,rill ofler Ernolled Affilialc'$ Rcseller foa EnrollInenls effccliv. belrveen Novenrb€r 1, 20l9lhrough Octob€r 31. 2021, aM lhat v,lll apply for lhe enlire initial le/in o[ such Enr0lhnenls, is ,s lollo\4's:

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

SharePoini Server. SOL Serv€r. BizIalk
Sc.vcr. Visral Slrrdio Corc lnfr.slr(rkrc
Suiles, elc.
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Amendment to Contract Docttments
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 32 . Theprice lisl monlh that applies to an order is not a laclor in determining whether the addilional2% discourrl oh Entelprise Online Services rlay be ,ppli€d to an order- Tlte r]nly applic€hb faclor i5 lhe elfective dnie of the Enrothent. . Ihe cliscount does nol anply lo ary exlengjons ot lhe inilial Terrn or renelvat Enrollmcnts
. The (liscount docs not ripply to any prornolional Sl(Us. Errolled nfiili;rte is enti ed to lhe tower of [re prottoti0t]al ptice or discoL lterl pricc.

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

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

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

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

Microsott lrtenrill U$e
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 33 6'
C [\/iclosoft Vo I r.r r"l r e l" i ct-.ns i rrc..;
Enterprise Agreement State and Local
llol 1.'r l,se willr trl,cros(rl nliirress Agrcerrrenl rx L'li.:rirsr)ll Pilsiirss atlil S{rrek:Ps Auree,lPrn This i,,licrosofl Eoterprise A0reemenl ("Agr€iemenl") is entered into t elween the enlities identilied on the signature [orm. I
Efrective date. l he effective date of lhis Agieenrenl is the earliest ellectivs date ol any Enrollnent entered rnlo under lhis Agreernenl or the date lMicrosott accepls lltis Agreenlent, !vhichever is earlier.

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

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

1. Definitions.

Afliliate" rneans
a. wrth regard to CLrstorrer,
(i) any governmenl agency. de'partnenl, olfice, illstrumentalily, division, unit ot other enlity ol the slate or local governrrienl lhat ts supervised by or is parl of Cuslornel. oI v/hich supervrses CLrstonrer or ol whiclr Customer is a part. or vrhich is under common supervision 1,,/ilh Cuslomer:
(ii) any county. lrorough. comrironwealth, cily. muricipality, lown, lownship, special purpose . district, or other similar lypE ol governmental instrumentalily established by the lav,/s of Custo,ner's slate and localed wilhin Customer's stale jurisdiction and geographic boundaries: and
(iii) any other enlity hr Custonp'r's slale expressly aulhorized by the laws oF Cuslomei's slate 10 purchase under slale corrtaacts: provided lhat a state and rls Affiliates shall nol, for purposes of this definition, be consadered lo be Atliliates of the federal govenmEnl a|td its Alliliates, and
b. \r'th regrrd lo lvlicrosoll. any lergal entily lhal Microsoft owns, lhat o\,.rns Microsofl, or that is under common ownership \'rilh Microsofl,
"Custorrer' rneans the legal enlity thal has enlered inlo lhis Aslreemenlwith fvlicroso[l "Customer Data" means alldata, incltrding Jll tert, st,una, softtvare, image, or video fales that are providecl to Microsott by. or on behalf ol. an Enrolled Affiliste and its Afliliotes through use ol Online Services. "day" ryreans a calendsr day, except lor' references that specify 'busioess day' "Enrolled Alfiliale'means ar) errlily, either Cuslorne{ or any ooe of Custorr)er''s Afiilaates lhal has efltered into an Enrollment trnder lhis Agreemenl
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 34 ''Enrollmsr11" rnsonr llre docurnenl that an Enrolled Affiliate subnrls under this Agreemenl to place orders lor Prodl|cls
"Enterprise' mearls an Enrolled Alliliale and thB Alfiliates lcr which il is responsible afld chooses or) its Enrollmenl lo inclrrde in rts enlerpflse.
'Fixes' tneatts Producl lixes, rnodificationsl or enhancements. or their derivatives. that Microsoft either releases gerreralty (such as Producl servrcerpacks) or provirtes to cuslomer to address a sDecific issue. ''License" rneairs lhe righl to download. insta'll. access anrl use a Product. For cetlain Products, a Llcense []ay De available on a llyed terol or subscription basis ("Subscription License,), Licelses lor Online Services will be cofisi(lered Subscription Licenses
'lUicrosofl" nleans the Microsoft Alfiliale that lras enlered inlo tl)is Agr'eernenl or au Enrollnrenl and its Alliliates. as appropriale.
'Onltne Serviqes" trreans the Microsofl..ltostJ<i services ideolilied as Online Sewices io ttre Product lerms.

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"Online Services Ternrs' r'reans the additi<inal lerms lhat apply to C(tstomels use of Otrline Services published on lhe Volunre Licensrng Srte an(l up(laled frorn tBne lo ttnte "P.oducl" means all proclucts ldenlilied in lhe Prod([l Tenns, such as aI Soflware, Online Services ancl other web-based services, including pre-reiease or bela versions "Product TeIms' fi]eans lhe (locurnenl lhal piovides intonnalion about Microsolt Products and prolessional Selvices arailable lhtouglr vol(,me lic€nsing. The Prodlrc:l Terms rlocumenl is published on lhe VolUDre Licensing Site and is updaled.koln time (o lime
"SLA" nteans Service Levet Agreernent, urhiCh specifies the mininrurn service level For Online Services and is published on the Volume Licensing Site.
''Software' nle.rns licerlsed copies of tulicrosdlt software identilieci on the l)roducl Terrns. Soltware doe., nol include Online ServiDes, but Soflware ntay be Darl of an Online Service. 'Softl,t/are Assurance" rs an offennq by Microsoft that provides new versicn .ights and other benefits lor Products as fu(her descrihed in lhe Producl Ternis.
"li ade Secrel" means inforrnation lhal is flot generally kno\.vn or readily ascerlainable lo lhe public. has econornllJ value 3s a resull. and has been subject to reasonabl€ steps under lhe ciriumstaoces lo lnainlairr i(s secrecy. I
''use" or "run' means to copy, install, use, aTess, display, fun or otherwise inleracl. "Use Righls' means the use riglrls or lenns 6l service for each Prociuct p'rblished on lhe Volun)e Licensing Sile and updaled From lame to time The Use R ights supersede the lernrs of any end user license agreem enl lhat acconrpanies a Product. The Use Righls fof So[lrvare a€ published by Microsorl in the Produ;t ] ernrs The Use Rights tor Online Services a€ published in the Online Services Terms. 2 How the Enterprise program works.
a. Gerr€ral. The Enlerprise proorim consisls ol the lenns and conditions on which ao Enrolle(l Affiliate rray acquire Prorluct Licenses. Under lhe Enterprise program, Cuslonrer and ils Afliliates may order Licenses lor ProdLrcls by enteflng rnto Erlro menls D, Er)rollrrrents. The Enterprise program gives Custonler and/or its Atliliales the ability to enler inlo one o[ more Enrollments to order Pro(lucts, Subscription Entollmenls may be available for some of lhese Enrollrnenls. l.lotwilhstandirlg a y otlrer provision ol lhis Agreement, only Enrolled Alfillat€s identilied in a'n Enrollment will be responsible for cornplying with the tefin; ol lhat Enrollrnent. inctudrng the lerms of lhis Agreement rncorporated by telerer]ce in lltat Enrotlntent
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"Volunre Licensing Sile' nreans hllp:/lww\.J.firicrosolt.corn/lltensinq/contracts or a successor sile FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf i Page 35

3. Lfcenses foL Products.

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

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

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

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

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

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

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l-icensc confirmation. This Agreement. the applicsble Enrollment, Enrolled Affiliate's olIler confirrralio[, and any documenlation evidencing lranslers ol perpetnal Licenses. logell]er wilh proof ol pavrr)er)1. r,,/ill l)e Enrdlled nrliliate's evidence of all l-icenses oblained under an Enrollntent
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Licenses. The types ol Liceirses availalJle are l1) Licenses ohlalned urtder Soltlrare Assura ce (L&SA), arrd (2) Srtuicription Licenses. These Licenso lypes, as well as additional License Types, are furlher desciibed in lhe Producl Lisl. e
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 36 4 q. Reorganizations, co[solidstlons and privatizations, ll the number ot Licenses covered Dy arl Enrollmenl changes by ntore lhan len percenl as a result of (1i a reorganization, consolidalion or privalizaliori oi ar) enlity or an opeEling division. (2) a privatization of an Afliliate or an op€rating division ot Ellrolled Aflitiate or any ot its Afhliates, or (3) a consoljdation includiflg a rnerger wilh a lhltd pany that has an existit)g agreemenl or Enrollment. MicrosDll will work with Enrolled Affiliate in good fartlr to dete nine lrcw lo accomrrodate ils chsnged circumstances in the context of ihis Agreement.

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

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

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

Re-imaged Pro(lucts remain subjecl to lhe l€rms arxl use riOhts ot the LiceDse acquired fron] the separale source. Thls sullsection does not create ot exlend any Miclosolt warranty or support obligatior
Transferring and reassign.ing Licenses.
a. Liccrrso transfers. License lrahsfers are rol permilted, excepL llrat CUstomer or an Enro lecl Affiliate may transFer only fully-phid perpe(rat l-icenses to:
(i) an Afliliale, or
(ii) a third party sclely itr co r)€(:tion witlr lhe transfet of hard\,/are or ernptoyees to whorn the Licenses have t een ossiondd as parl oF (A) a privatizatjoft ot an Attitiai€ or agency or o, an c
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 37 operaling dMision ol Enrollec, Aflrliale or an Atfiliate. (l]) a reoroanization, or (C) a consolidatjon. I
LJpon suclr transfer, Cuslorner bt Enrolled Aftiliate must Uninstall and (liscolltirlue ilsi|tg the lk:er)sed Frodr.'cl a d render ani coples unusable
Notlrication ol Licel|se Tralsrcr. Ellrolled Aff itiale nnrst nolity tulicrosotl of a Lrcense lransfer by cornpleling a license' transfer fornr. which can be obtained fronl hlto://ww/r' flricrosoll conr/l:censllo/corlracls and send[]g lhe conrpleled loro'r to Microsoll b
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belore the Llcense transfer. No License lransfer will bevaldunless Enrolled Affiliale provrdes to {lre lransteree, and lhe tlansleree accepls in tvriting, doctlmenls suFficieflt lo enalrle the transferee lo ascerlail lhe s()oire, purpose and limilations of the rights g€nted by i/icrosofl under the liceflses being transferred (includingthe applicable Use Ri:ghts, (rse and lrallsfer reslriclions, rr/arranlies and lirnitalaons ol lbbility). Any Liceose llarrsler not rnade in corrlpliance ,r/ilh this section will be void.

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lnlerral Assigrurrellt of l-ice[ses arld Soflware Assurance. Licenses and Soflware Assurance must be assigned lo a single user or device within the Enterprlse. Licenses and Solt,/,,are Assurance may be reassigned within the Enterprlse as described irl lhe Use Rights 6 Term and termination.
a. Ternl. The term of lhis Ag reenr dnt \,{ill be 36 lull calencjar nronths [ron] thc efFeclive dale u [less termanaled by either parly as described below. Each Enrollment will have the term l)rovided in that Enrollmenl.
b- Ternrlnatloll without cause, Either party nray terminate lhis Agreement, without cause, upon 60 days'written rrctice, ln the evenl of lernlirlation, new Erlrollmenls vrill not be acceFted, blrl any exisllng Enrolhnent rvill conlinue for lhe telnr ol suoh Entollment and will conlinue to be governed by lllis Agreemenl.
c. Micl-tarm termlnatlon [or notr-ippropriatiotr of Ftrnds. Enrolled Afliliate nlay lerminate this ngreemenl or an Enrollrnent v,,ilhoUt liabillty, Fenalty or lurtl)er obligalion lo rnake paynlenls if lunds io make payments under lhe Agreement or Errollment a.e not aPproPrialed or allocaled by the Enrolled Affiliate for such purpose
(1. Terminatiorr for cause. Without limiling any olher rernedies it nray have. either party may teflnir)ale an Enrollmenl il thd other party nlaterially breaches its obligations un(er llris Agreement, inc[rding any obligalion to submit orders or pay involces. Exceptwhere the breach rs by ils natLtre nql curable wilhin 30 days, the terninaling pady musl give lhe olher party 30 days notice ol its intenl to lermlnate and an opporlunity to cure the breaclr, lf Microsafl grv€s such nolice lo an Enrolled Affilialc, Microsoft algo will give Cuslomer a copy ol lhal nolice and Custonler adrees to helP resolve the breach. ll lhe b.each aflects olher Enrollnrents and canlot be resolve(l betY,/een Microsoll and Enrolled Affiliale. logelher with Customer's help, wilhin a.easonable period of lime, tulicroso(t rray torn]inale this Agreenrent and all Enrcllnrents under it, ll an Enrolled Affiliate cerses to be Cuslorner's Afliliate, it lnust pronlplly nolafy l\,licrosof(, and lvlicrosotl ntay terminale the former AFfiliate's Enrollmerlt lf art Enrolled Affiliale terininates its Enrollrnent as a result ol a Dreach by Microsoft, or if Microsofl lernrinates an Errrollmerlt becaus€ Enrolled Affiliale ceases lo be Cuslom€/s Afiiliale, then Enrolled Affifiate will ha,,/e the ebrly lern'rination rights described in the Enrollnre t e. Early lenninatiofi. l[ (1) an Enrolled Afliliale tenninates ils Enrollment as a resull of a l]reach by Microsoft, or (2) if lvlicrosort terminales a.t Enrollmerlt because lhe Enlolled Afliliate has ceased to Lre arn Affiliate ol Cuslorner, or (3) Enrolled Affiliate lerminates an Enrollmenl lol nonaplxopriation offunds, or (4) Miclosolt telminates an Enroll lenl for non-payment due lo nonapl)ropriation ol hIrds. then lhe enrolled Affiliate vollhave lhe lollowiog oplions:
(l) lt ma
case,
y inrnrediately pay lhe lotalrenr
the Enrolled Afliliate wilt have
aining amounl due. including allitlslrlhnenls, in which perpetual righls lor alt Liceoses rl has orderedior
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 38 7 ( li) lt nray pay only amounts due as of lhe termir)alion date. in whtch case the Enrolled Afliliate v/ill have f)erpehtal l-iceoses for:
1) all copies of Pioducts (including lhe latest version ol producls ordered under SA coverage in llle cutrent te[n) for which paynent l']as been made in full, and 2) the number ol copies of Prodtrcts il has ordered (including lhe latesl version oF Products ordered Under Sott,,/yare Assurance coverage in currenl lerm) lhal is proportional to lhe totalbl installment paytrents Faid versus tolat amounts due (paid and payable) if lhe early lermination had nol occurred. (iii) In lhe case ot early lermination r/n(ler sUlrscriplion Ertrollments. Enroll€l:1 Affiliale wlll have the lollowing oDtaons: r
1) For eligible Pro(lucts, Eirolted AfFiliate may oblairr perpetual Licenses as describe(l in the seclion of lhe Enrollment lilled "Buy"out option,- provided that Mrcrosoft receives lhe l)uy-out order for lhbse Licenscs wilhin 6b days alter Enro ed Affrliate provides rlotice of lernr'ralion
2) ln lhe evenl ot a brearh hy Mic.osoft. il Custorner chooses not to exercise a buy,otlt crption. liicrosolt will issire Enrolled Alfilaile a crerlit for any amount f]aid in actvance for Subscription Licenses that lhe Enterp se wi not be able to use to do the ternlrnalion o' lhe Enrollirenl
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Nlothing in llris section shall allecl perpetual Lirense rights acquired eilher irr.1 separate agreernenl or in a prlor lerdl of the lefiritlated Entollmerlt.

Eftect of tcrminallon or explrailon. U,/hen ar) Enrollmenl expires or is terminaled, (i) Enrolle(l Alfilale mUSt orderrLicenses for all copies of Prorlrrcls il ha5 rUn fo ahich rl has nol previously sUlrritted an brder. Any and all unpaid payments lor any orrler o( any kirrcl renain due and payable, Excepl as provided ill the sUbsecli()o ti ed "Early termination," all unpaid payments lor Licenses immedialely become due and payable, (ii) Enrolled Affrl,ate's righl to Softvare Assurance benefits Under this Agreement ends if it does rol rellew Software Assurance
g. ModlFicatlon or terminallon of an Onllne Service for rogulntory reasons. Microsoft nray rnodily or tefitinate ao Online.Service L.rhere llrere is any correot or luture 0overnn]enl requirenrent or obligation thal: l{l) subjects Llicro$ott to any regulation or requirenrent rrot generally applicable lo businesses operaling in the j(lrisdictioni (2) presents a hardslrip for lvlicrosofl to continL€ operating the Online Service without ntodification; and/or (3) causes Microsofi to believe lhese lerors or the Ontine Servic€ may conftict with any suclr re(luirenlent or obligation.
lr. Prograrr) updates, lvlicrosolt nray ntake changes lo this Frogram that will make il necessary for Curlorner and its Enrolle(l Alliliales (o erlte[ into new ag(eemenls and Enrollments al the trme ol an Erlrollntent renewal
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Use, ownership, rights, aid restrictions.
a. Prodt,cts. Unless olllerwrse spectlied in a sullptentental agreemenl. use of any product is governed by the Use Righls sfjecific to each Product alld version and by the lelns ol the applicable supplenrental agreenienl.
b. Fixes, Eaclr Ftx is licensed under the san]e terms as lhe product to wltich it apDlies lf a Fix is oot nrovided for a specific Proddct. s^y use rigt)ts Microsolt provides with lhe Fix wil apply. c. Non-lvlicrosofl soltware sod technology. E nrolled Alfiliale is sol(:lt, responsible f or aoy norrl\,,licrosofl soflware or technology that it irrslalls or.lses r,rith the prod,,lcts or Fixes [A2u I 6Aq ILISl SLGtE,\tG)lNov2016] Fnte 6 ot il
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il. Restrictions. Entolled Affillate mtrst rrot (and is nol licensed to) (l) Ieverse engineer. deco[lpile, or dasassemble any' Producl or Fix: (2) install or use non-MicrosoFl soflv/are or technology in any way thal would subiect Microsott's intelleclual property or technology to any . other license te.msi or (3) work arotln(l alry tecllflrcal tlrnilations in a Product or Fix or reslriclions in Producl docunrentalion. Cuslorner musl not (and is nol licensed loi () geparate and r(rn paris ol a Paoducl or Fix on rnore than orle device, upgrade or dorvngrad€ parts ol a Produst or Fix at di(Ferent limes, or lrans[er Darls of a Produ(l or Fix separately: or (ii) dislribule. sublicense, rent, lease, lencl ani Products or Fixes. an whole or rri l)art, or use llrern lD oller hosting seruces to a tlrird parly.;
e. Reservation of rights. Producis and Frxes are protecled by copyright and oilrer intelleclttal property rights laws and interrialional treaties. lrlicrosofi reserves all riohts not expressly granted in this agreemenl. flo rights will be granled or itnplied by v./aiver or estoppel. Righls lo access or use Software on a bevice do not give Customer any righl to implemenl t/,icrosofi Dilerrls Dr other l,,Iicr()sofl inlelleclual prope(y in the device ilself or in an,/ ollrer sollware or devices
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8. Confidentiality-
"Cor)fder)1ial lnforolalion'is non-public informalion that is designated "confidenlial" cr thal a reasonable person shoUld understan(i is confi(lenlial, including Custorr]er Dala. Conlidential Ir'tfonnation does nol inc[r(le inloBnation that (a) beconles publicly a'/ailable rvilhoul a breach of thN agreerrrenl, (b) lhe receivrng parly received lay/lully frorn anolher source witlloul a confldenliality obllgation. ac) is independently develope(1. or (di is a comnlenl or suggestion volrrnteered abotll the other party s business nro,Jucts or servrces.

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Each psrly viill lake r'easonable sleps to t)rotecl lhe other's Conlid€ntial lnfornation and v.,illuse the olher Darty's Coniidential lnformation only for t)urposes ol the padies' business relationship. Neither party will disclose that Contidenlial lnlonnation to lhird Darties, excepl 1(, ils employees. Affiliates. col)lraclors, advisors and corrsultants ('R epresenlatives") and then only on a need-to-know basis under nondisclosrrr<:
oblgationi at leasl as prolective as this agreen)erll. Each parly rernains responsibE for the use ol lhe Conlidenlial lnloflnalion by its Represenlalives and, in the e'renl o[ cliscovery o[ any rrnauthorized use or disclosure. rnust promplly nolily lhe otl)er party.

A party nray disclose the other's Coolidenlial lrrforrnatio lf required by law, bulonlyalterit notilies lhe olhsr parly (if legally pernrissible) lo enable the other party lo seek a proteclive orde.

Neilher porly rs req\rired lo reslrict worl( assionmenls of its Reprcsenlatives vJho have had access to Coolidenlial lnfor^rirtion Each party agrees lhal the use of lnformalion retairled in Represenlalives' Lrnaided menrories in lhe development or deployrnenl of the padies'respeclive producls ol services does nol creale liabilily under lhis Agreen'rer)l or lr€de secret lar\/, and each party agrees to linrit whal rt (i:scloses lo l,re ot,rer accordi olv.

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These obligations apply (i) for Cuslomer O;la untrl rl rs (leleted lrorn lhe Online Se,vices, and (ii) tor all otller ConFidenliat llrlormalion. lor a period ol five years after a party recBivos the Conlidential lntomalion.

9. Privacy and compliance iitn u*r.
a. Enrolled Afliliate consents lo lhe processirg ol personal intonnation by Microsofl and ils agenls to facilitale lhe s(hjecl nlatler bf this Agreement. Enrolled Atlaliate r'/ill oblain all required consents rrom thlrd parties under applicable privacy and dala proteciron lavJ before providing personal informaliorl to iricrosotl
b, Personal informalion collected (ncler this agreernent (i) rnay be trarrsferred, slored and processed in llre United States or any olher country in which Microsolt or its service providers mainlain lacjlities and (ii) rr/ill be subjecl lo lhe privacy terms sFecitiecl in tlre Use Righls. lvlicrosofl will abide l)y the requirements of European Economrc Area and Swiss dala proleclion FA20lnAltrO,SlSl (i(liflt;lltllvz(l liii . FitceTolll
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 40 law !'egardrng the colleclion, use, lransler, retenhon, ancj othet plocessir)g oF personal dala frffn the European Ecurornrc Aiea and Switzerlaod.

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U.S. export, Product s and Fixes are sutlject to U. S. exporl ju risdiction- Enrolled Af{illate musl comply with all apPlicallle rnternational and nationat lavJs. includiltg the u.S Eypon n dnrinistratio'r Regulalions and'lnternational Traflic in Arms ReUUlations, and end-user, end use and deslinetion rest(iclions issue(t by U S. and oltrcr governrnents retaled to ft4icrosofl producls, services and lechnologies.

10. Warranties.
a Lirrrite(l warranties and rernedies.
(i) Soltware- Microsoll warraAls that eaclr versiorr of lhe Sotl\,,rare v,/ill pertoftn sultslantially as described rlr the applicable Producl documenlation for one year [ron] the date the Enterprise is frrsl license(lrlor lhat veBio|l ll il does noi and lhe Enterpnse notifies [4icrosoll \r/ithir ihe v\,arranty lerm, l,.ten Microsofl wi[. al its oplion {1) relurn )e price l:ntolled nfliliate Dard For the Softlvare license. or (Z) reDair or replace lhe Software. (ii) Online Setvices. ly'licrosoli warrarrts tl)at eaclr Orrlrrre Se.vice witl perlolrn in accordance wlth lhe appltcabte SLA dluing lhe Enletprise's use. The Entetprise,s ternedies lor breach of thrs , ,ar.aoly .1re in the SLA.

The rellledies above arc tlre Enterprise's sole reinedies lor breach of lhe vJa(anlies in ltris seclion. Cuslomer waives any bteach ol tvarranty claints nol rnade d uflng lhe warar)ty period b. ExclUsions. The !,,/ar{anties in this agraemenl do nol apply lo proble|Ds caused by accident abuse, ot use irl a nranner inconsistent wilh lhis AgreerneIt. rnclu(liog laiture to rneel n.]ioimum syslem requirerrerls. These'wananties (io not appty to kee, trial, pre-relea:e, or beti, Droducls. oI lo conlponenls oF Products lhal Enrolled AFliliate is permilted to redistribute. c. Disclaimer, Except for lhe'litnrte(l warranlies above, Microsofl provides no other watratrties or corrdltlons a,id disclairns ally other express, implie(i, or statuto]y v,/arrrnties, includiog tvarmntles ot quality, ti e. non-intringement, merchantabllily, alld litrress lor a padicular prtrpose.
11 . Defense of third party claims.

The parties will defend each other againsl lhe thild-party clainrs clescribed in this section and will pay the amounl ol any restrlling adverse frnal iuclgnient or approved settlemefll, but only if the ctefending oarty is l)romptly noli,ied in ,,'/riting ol the claim and has llrc right to control the defBnse and any settlemenl of it. The pa(y being detended nlust provide lhe defending parly lvith all r€quested assistance. inloflnalion, and Erulho.ity. The defendinO party v,/ill .erinbrrrse the othe( party for reasonable oul-ol-pocket expenses it incurs in providing assistance. This section describes the pa(ies'sole remedies and entir€ liability for such claims a. By Microsoft. Microsoll will delnd Enrolled Afliliale againsl any rhrrd-party ctainl [o lh e exte nt it alleges thal a Prodtrct or Fix made availahle by Microsotl for a lee and used within the scope of the license granled Glnmoditied From the fornr provided by Microsofl and noi conrbined with anylhillg else) rnisappropriales a lrade secret or direc y inlringes a palent, copyright, lrademark or olltor proprietary rlght o, a third party. lF l\4icrosoft is unable lo resolve a claim of irrfringenrelll under con]merchlly reasonable lerms, it may, at ils option, pither ( I ) rnodiry o, replace ltre Froducl o[ Fix wilh a furnclional equivalent; or (2) tern)inate Enro ed Altiliate's license and refund any prepaid license lees (tess depreciation on a five-year, straighlJine basis) lor perpehtal liceoses and any amouot paid lor Online Services for any L,sage periorl aller tlre lennirrallon dale. lilicrosofl !vrll not be liable for any clalnls or damages dUe lo Eoro ed Afftliate's contintled use of a Ploducl or Frx aller being notified to stof, due lo a lhird-party clain't. b, By Enrolle(l Afliliate. 'l'o lhe dxtent permilled by applicable law, Enrolled Alfiliate r.rill delend Microsolt against any thrrd-pa[y claim lo the extent it afleges that: (]] any Custonter 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 41 non-Microsolt soltware hosled in an Online Service by Microsolt on Enrolled A{,iliale's behalf misappropriates a lrade secret oI direclly inaringes a palent, copyright, tradernalk, or olhel proprietary riglrt of a third pany, or (2) Enrolled Affilial.e s irse ol any Ptoducl or Fix, alone or irr combinalion lvith anylhing else. i/iolates lhe lar.,/ or darnages a lhird parly

12. Limitation of liability.
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For each Product. each party s l.l]aximunr, agllregate liabil(y to lhe othEr uId€r tlris Agreerltertl is lirniled to (tir€at danlages linally awarded in an arnount not to exceed the amounts Eflrolled Al[iliate was required tD pay fol lhe appli.:able Producls dLrring thelteflIl ()f lhis Agreemenl, strbiecl lc lhe following. a. oDtine Scrvaces. Por Online Srlrvices, Microsott's maximun liabilily to Enlolled Affiliate for any incideot givino rise to a clai*r will nol exceed lhe amount Enrolled Alfiliate paid lor the Onlille Servlce durino the 12 mor)lhs before the inci(lent b. Free Products alld Dlstributadle Cocle. For Producls provi(led Free of charge and codc lhat Enrolled Affiliate is autl)orized lo redislribule to lhird parlies wilhoul separale payrnent to [4icrosolt, Microsoft's lial]ility is limited to direct darnages finally awarde(l up lo US55,000. c. Exclrsions. ln noeveolwill either parly tie lrable lor indirect, incidenlal special. punilive, or consequential damages, or for loss of rlse, loss ot t)usiness inlolrnation, loss o[ tevenue, or ioter(rption ol business, howevdr caused or on any theory of liabilitY. rl. Exceptions. No fimitation or exblusions !',/ill apply to liability arising out of eithel party's (1) confidentiality obligations {except for all liability lelaled Io Cuslor]ler Data, whiclr wtll ren]ain subjecl to the lirnitalions and exclusions above); (2) defense obligationsl or (3) violatiort ot the ollrer party's intelleclual property riglrts.

13. Veritying comptiance.

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a. Right to verify compllanco. Enrolled Alllliale rnust l(eep records relating lo all Use and distributiorr of Products hy Enrdlled Atfiliale aod its Afliliales. Ir4icrosoft has lhe right, al lls expense, lo the exlent peflrilted by applical)le Lrv/, lo verify conrpliance v,/ith the Froduct's license ternrs. Enrolled nlfiliale rnust pronrplly provide lhe incjependent auditor wilh any infornlatlon I'te audilor reasonably requesls in furlherance ol the veriticalion. including sccess to syslems .uinino lhe Prod!rcts and evidence ot Licenses for Producls En.olled Affiliate hosls. subiicenses, or rlGtributes to third parties. Enrolled Affiliate ag.ees to conrplete l\,4icrosoft's self-ardit process, which ldicrosolt nlay re(lurre as an alterrlallve to a lhird party audll tl. Retnedles for non-corrrpliance. lf verificalron or self-arrdil reveals any unlicensed use o, distribution. tltert withirr 30 days'. I1) Enrolled AFlilrale nrusl order suflicienl Licertses to cover lhal USe or clistribution. and (2) if rrnlicensed use or (listlbulion is 5o/i or rnore. Erlrolled Affiliate rnosl reinrburse lvlicrosolt for tlie cost Microsofl has iocurred jn verilication and acquire the necessaly ad(litional licenses Ji l25,tn ot lhe price based on the then'crrrrenl price list and Enrolled Alfiliate firice lcvel. Tha unlcensed use peacerrlage is based on lhe lotal number of licenses purchased conrpared td aclual install base. It there is no unlicensed use. Mictosolt v.,ill not subject Enrolled Affiliale loianother veriFication lor at leasl one year. By ex€rcising the tiohts afld proce(lures described above. Microsofl does not waive ils righls to enlorce this ngreernenl or lo prolecl ils intellectual properly by any other nleans permilted by law. c, Verification process. lvlrcrosoll will nolily Enrolled AfFlllate al least 30days rn advance of its intent to verify Enrolled Alfiliate'3 compliance !,rith the licerrse lerrtls lor lhe Products Enrolled Alfitiate and its Alliliales use or distrillute. Microsoft willengage an independent ardilor. which vill bc srrbiect to a confide0lialily obligation. Any intormalioo collecled in lhe self-audit wrll be used sotety tol purposes ot determining conrpliancc. Tlris verilicatioo will take plsce during notrnal l)Usiness hours and in a manner lllal does not. inlerlcrc (nreasonably with Ertrolled Atf iliale's operaliorrs.

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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 42

14. Miscellaneous.
a. Use ol contraclors. Microsolt may use contractors lo perform sen ices, DUlwill be responsibte tor their perfornrancs sulti€ct lo lhe le(ns of lhE Agreenter)l l) Microsoll as independenl co,ltracfor. The p.lrlies are rndependenl coniractors Enrotlecl nffiliale and Microsolt each rndv develop Droducls independenuy wjthout ustng tho otheas Conlidenlial lnlonl]alion
c. Nolices. Nolices to tJlicrosoft nrLrst be senl to ltle address on the sEnat\rre forn r. Nolices rnust be in writing and will be treated as deliverecJ on lhe clate shov,/n on the relurn teceipl or on the courie[ or lax conliflnation ol ddlivery tulicros(rll rnay provide informalion to Enrsller.i Afliliate aboul ltpcoming otdering deadlinss, services, and subscription informatjon in electrortE torrr. incltrding by email to conlacls provided tJy Enrollecl Affiliale. Entails willl)e lrealed as delivrired on lhe transmission date.
(1. Agrccmont not exclusive. Cuslonter is free to enter into agreenlents to license, use or promole non-Microsofl producls.
e. Amerrdtnonts. Arry arnendmerit to lhis Agreement must be executed by bollr parlies. except thal Microsoft m€y chenoe lhd Pro(luct Terms ancl the Use Rtghts frorn l ne to time hl accordance vJilh llte tenrs ol tllrs Agreernenl Any conftictrng lerms and cond ilions conlaiIe(t ir\ an Errrolled Affilia(e's purchasb order wi not apply. Microsoft may require c(slorner to sign a nev/ agreemenl or an arr]en(lnlent belote au Ertrolle(l Af fultale enlers into an Enrolltrenl unrlea this agreenlenl
f. Asslgrrmert. Eilher parly rnay assign this Agreernenl to an Affiliale, but must nDtify the olher fla(y in writing-of the assignnreht. Any other proposed assignrnenl rnusl be approved tly Ute non'assigning Farly in writing. Assignrnent vill nol relieve the assigring party of its obligalions under tlre assigned agreemenl Any altempled assignm?nt ,.vi rcLll required approvat wi be void
g. Appllcable law: disptlte resoll(iorr. The lernrs o[ this Agree[lenl v/rll be gove red hy ltre lav,,ts o[ Cuslorner's stale, without giving etfecl to its conflict of laws. Disputes relatino lo this Ag.eemont will be sUbiect 1o applicabls dispute r€solulion laws of Custor.t)er's state. lr. Severability. ll any provisron in l hrs ag reenrer)l is held lo be [nenforceat le. tl]e halaoce of the igreernenl wrllremarn ,n full forie.rnct effecl.
i. Waiv€r. Failr.tre lo enfotce any'provision of this agreet)]ent will not conslilule a waiver. Any waiver mUst be in writing and signed Dy the waNing party. i. No thlrd.pady tre[eflclarles. ,This ngreement (toes not creale any lhird-party benefrciary righls.
k. S(lrvival. All provisions survive lennirtaliorr or expiralio ot lhis Agrcer))ertt exceDl those re(lui(,)g perforn\ance onty during re teln of the Agreemeqt, L Managomcnt and Reporting. Cuslorner and/or Enrolled Afliliate may nranage acco(nt detaits (€.g., contacts orders, Licerlshs, soflware do,.v^loads) on Microsolt's Volume Lrcensi g Service Cenler ('VLSC') web site (or stlccessor sile) sl httt)s rwv^v rr Icrosolt coor/licer]s
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Order of precedence. ln the case of a conllicl belrreen any docuntents in lhrs Agree rTlenl lhat ls nol expressly resolved in lhose docuntenls. lheir terms wilt conlrol lr ltte tollowang or(ler ftorr highest lo lowesl priorily; ('l) this Enterpris€ Agreemenl, (2) any Enroltment, (3) the prodrrct Terms. (4) lhe Ol]litle Services Terms, (5) oKters subn]ilted rntder lhis Agre€rnent, and (6) ar,y ollrer docuorents in lhis Agreeh]ent Telms i,r an amer)alrne,rt cootrol over llie amend.d docurnenl and any prior an'telldrnents concernin0 the same subjecl malter.

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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 43 tl Fr€e Prod cts. lt is Microson'd intent thal the ternrs ollhis Agreemenl and the Use Righls be rn co|rpliance wilh all applicable lederal Iaw and regulations. Any ,ree Product provided lo Er)rolled Alliliate is tor lhe sole irse and henefl of the Enrolled Al iliate. and is not provided lor use by or personal benefit ol an'y specific Aovernmenl enlployee.

Voluntary Product Accessibility TeDlplates. lvlacrosolt supports the governrnents obligaliDn to J)rovide accessiblE technologies to ils citizen$ witlr disabillties as requirecl by Secljon 508 ol the Rehabilitalion Act of 1973, and its stale lav,l counterparls. The Voluntary Producl Accessil)ility Tel]rulates ('VPATS") tor the Microsoft lechnologies used irl providirB llre Onlrne Seryrces can be found at tvlicrosoft's VPAT page. Furthel informalion regardilg lvlorosofl's con)r'ritment to accessibility can be tound at llltp /,'w',w/.microsoll,corn.tenable Natrrral disaster. ln lhe event of a 'lralural disasler, Iricrosofl rnay proude addilional assistance or riohts bv r)oslino tirem on htto:/l,rr.,l,'rr-n'ricfoso(l.cool at such lime. .-....:- Copydghl vlolatlon. Exce0t 3s sel Forlh in tlle section above entilled "Transferring and reassrgning Licenses', the Enrolled Afliliate agrees to Day fo., and comply with tl)e terlns of thrs Agreenrenl and lhe Use Rights, for the Ploducts it (lsas. Exceptlollre extenl Enrolled Affiliale rs licer)sed Lrlder llris Agreentnl. il \vill tre responsiNe for ils breaclt of lhis cotliract and violation of Microsofl's copyrighl in lhe Products, including payrnent of License fees specjlied rn ttrs A0reernelt lor unlrcer'tsed use
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 44 Contact information.

Each parly vr'ill nolify lhe other in wrilinq i, any c.f the inloflnalior, in lhe following cootact inforralon page(s) changes. The asterisks (') indicare require(l fields: il the en ty choose! to designate other conlact tyt)es, tlre satne reqLiired ftelds rrrusl be coritplete(l tor each seclior). By provi<ling conlacl infornlalion. entily consenls to its use for purposes of adnrinistering the Enrollment by Microsoft in<l olher paiies lhat help Microsofl adnlit]isler ris Enrollmet)t. The personal inlo.mation provideci in connection fl 'Mirrnsoft Volu rrir: l-rc.errs i n gl
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wilh lllis agr6ert)ent ','Jill
'nr.-rosoil
be lrsed aId prolecle(l accor(li,rg 1o lhe privacy slalen]enl available at cont. liltDs r',rli...nsi

1. Additional notices contact,
'fhis contacl teceives all notices ltat are sent flom lricrosofl. No online access individual.

Narno of entity' Counly o, Rrverside i
Colrtact [anre'r Flrst Regina Lasi Funderl)urk
Contact eotall address' [email protected]
Slreet addross'3450 14lh Slreet, 4th Floor,
City' Riverside Stalo/Province' California 'postat co(te. $2501 -386 I Country'USA
Phone' 951 -955-2265 Fax I
D This contacl is a lhrrd party (not Ure eotity) Wanring inlormalion of lhe entily.

2. Software Assurance manAgerThis contact will receive online Permissiohs to rnanage tlre Soflware Ass{rrzrnce benelits uoder the Enrollrr'rent or Regish ation.

Name of entlty' County of Riversde
Contact name': Flrst Regina t-.tst Funderburk
Contact srnail add ress' [email protected]
Street address'3450 t4th SlJeet.4th Floor
City' R'verside State,Prov ince. Caftforl a Postal code' 92501-386 | S\IFCDr{icllrloForm(l.l/\.lr.lD)(EllC)l()lil20 r l)
is granled to lhrs
'lhis 6q111nq1 receives personally rdenlifiablePrgc 1 ol 3 rhis lorm ca, be use(r n combharioh w h MBSA, Agreement, and Enroflmenr/Registralion However. a Sepalale form must l)e subm ted for each enrollment/registralion. tvhen more ttin orre is subnritled on a signatrrre ,orm. For the purposes of is form, 'entity" can mean rhe signing enlity, custonrer, Enrolled Ar{iliale, Govero^)elrl Pa(ner, lnstil(llron, a.,r o re/ party enlering inio a'volurnl licensing prooram agreement. pnnrary arirl Notices contacts in this form wili not apply to enrollmenls or regislrations.

I
I
I
I
1 FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 45 counlry'USA
Phqne' 951 -955-2265 Fax
E ThE contact is a third party (not the enlity). Warning: This contact receives personally identifiable inlor malion ol the enlily.

3. Subscrptionsmanager.

This contacl will assign fuISDI'J. Expression, and TechNel Plus subscription licenses lo the individual subscrillprs under lhis Enrollrnent or Regislration. Assignnrent ol lhe subscription licenses is necessary for access ta any of lhe online hene,its, such a6 subscriplion downloads. Thas conlact will also nranage aly complimenlary or ad(lilional media purchases relaled to lhese subscflPtions.

Name of e[tity' County of Riverside
Cdnlact name': First Regirta Last Funrlelburk
conloct emall address' RFunderburk@r ivco.org
Street a(ldJess'3450 14th Slreel.4th Floor
city' Riverside StaterlProvioce' Califarnia Postal code' 92501-3861 Corntry'USA
Phorre' 951-955-2265 Fax
D This conlact is a thircl party (not the entily). Warninsr: fhis contact receives personally identifiable inFormation oF lhe eltily.

4. online services manager.

Tl$s conlact will be t)rovided onlirre perrnissiorrs lo nranage the orrline services ordered under tlre Enrollment or Registralion.

Nan|e ol entity' County of Riverside
Contacl narne^: First Luis Last Floles
Conlact enrail address' [email protected]
Street addr€ss' 3450'l4lh S{reet, 4lh Floor
city' Riverside statelProvince' Califonria Postal code' 92501-3861 Co$rlry'USA
Phone' 951.955-81 14 Fax
E Tltis contact is a thrd parly (ool tlre entily). Warning: This conlact receives personally ldenliliable intormation of the entity.

5. Custorner Support Manager (CSM).

This person is designated as llre CrEtomer Supporl Manager {CSM) for suppod-relaled activities Narne ot elltlty' Counly ol Riverside
Contact name': First L(is Last Flores
Corrtact enrail address' LFFlores@rivco o19
Strccl address' 3450 14lh SlIeet, 4lh Floor
City'Riv€rside State/Provirrc€' California Postal co(le' 92501-3861 Counrry'USA
Phone' 951-955-81 14 Far

6. Primary contact informatiotl.

An irrclividLral fronr inside the organizatiorr nrust serve as the prinlary conlacl. This contact receives online adminislrator pernlissions an(l nray granl online access to olhers. Tltis coniacl also receives all notices unless lvlicrosoFl is provided wrillen nolice of a clrange.

Name of ontity' Countv of River6ide
3upCor acltrrlDlurnltlA.ll JU)ll-:Nf)lOcliliJI3) frrpc 2 ol :l FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 46 Col|tact narne': First J[n Last Smtlh
Co'rtact emiil address' [email protected]
Straet address' 3450'141h Street. 4th Floor
City' Raverside State/Provlnce. CA postat code' 92501.3861 Country^ US
l)hor€' 951 -231-5909 Fax

7. Notices contact and online administrator information.

This ildividual receives ontino adririnasl.otor permis$ions and m;ry graint onltre access lo olhers. This conlacl alsD receives all notices.

El sarrc a.s /ri,)rary corlact
Nanre of cntily'
Contacl rratne'i First Last
Contacl elltall addtess'
Strcel a(l(lress' Clty" Stale,,Province. posial code,
Country'
Phone" Fax
l] This contacl is a lllird pany (not ihe entity). Warnir)g: This conlacl receives persona y i(lentifiabte inlornration ol lhe entily,
Sut lDIrrcrlnk,F(rnr(r'tA,n[),r!rJG](lcr!!1.r1 tlile :l ol 3 FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 47 Program Signature Form
Volume Licensing
MBAJMBSA numbor Proposal lO
Agrcemonl numbor
NotE: Ent6r the applicable ac{ivs numbers associatod r,yith the documenb below. Microsoi Equires the associated aclive number b€ indic€tcd helr, or lbtcd below as ngw
For th€ purpGes of this brm, 'Customef can mean the stlning entrty, Enrolled Affiliate. Government Partner, lnstitrrtion, or otlEr party entering into a volum€ licansing progrem agreement. " indicates rcquired field
F
Select Plus Agreement x?0-04871
<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 Atfiliate Registration Form x20-04921
<Choose EnrollmenURegistration> Document Number or Code <Choose EnrollmenURegistration> Oocument Number or Code <Choose EnrollmenURegistration > DocumBnt Number or Code <choose EnrollmenURegistration> Document Number or code Document Description Document Number or Code
Document Description Document Number or code
Document Oescriptlon Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
Number or Code
Printed Titlo' Procurement Contract Specialist
Signatur€ Oele' 07 I 17 12013
I antity name)' County of Rive6ide
CO
(
BY
Printed First and Last lnes Mark FOR
Name of En
Signature'
Tax lD 95€000930
!r Microsoft
This signature form and all mntract documents identified in the table b€low are enlered into between the Customer and the Microsoff Affiliate signing, as of the etfective date identitied below.

Contract Document
By signing below, Customer and the Microsofl Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents.

Customer
t\
ProgramS(JnForm(MSSign)(NA.LatAm)ExBRA.ML(ENGXOd201 2) Page 1 of3 FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 48 Optional 2nd 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.

Atter 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. 55'1, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 8951 1-1 1 37
USA
Microsoft Licensing, GP
P.inted First and Last Name
Printed Title
Signature Date
(dale Microsoft Affiliate countersigns)
Signature
Eff8ctive Date
(may be different lhan Microsofts signature date)
Microsoft Affiliate
Name of Entity (must be legal entity name).

Signature'
Printed First and Last Name'
Printed Title'
Signature Date.

Name of Entity (must be legal entity name)'
Signature'
Printed Fi6t and Last Name'
Printed Tifler
Signature Datet
Outsourcer
ProgramSignForm(MSSrgn)(l.lA, LatAm)ExBRA,[4Ll(ENG)(Oct201 2) Page 2 of 3 Customer
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 49 Prepared By: Name of Preparer
Email of Preparer
ProgramSignForrn(MSSignXNA,LatAm)ExBRA,MLI(ENGXOct20l 2) Pag€ 3 of 3 I
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 50 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. 16.

17. 18.

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

How to estabtish pice le
License grant
-
what Registered Aflitiates are ticensed to run' ...'.'.'.............' How to know what Product Use Rights app|y.............

How to order Product Licenses.

Making copies of Ptoducts and re-imaging rights.

Transferring and reassigning Licenses....................

Term and term in alion.......................

How to renew an O
Restrictions on use...,.,,................

ConfidentialiU,
1 3
3 3
4 5
6 6
7 I
I
9 Warranties,
Defense of infringement, misappropriation, and third pady ctaims. 10 11
Verifying compliance ..13
Non-Microsofl Software or Technology-.----..-.-........... 14 This f\.,1icrosoft Select PIus Agreement is entered into between the entities identified on the signature form.

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

This aqreement 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 lhis aqreement, (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 to Customer
(i) any government agency, department, office, instrumentality, division, unit or other entity of the state or local government that is supervised by or is part of Customer, or which supervises Customer or of which Customer is a part, or which is under common supervision with Customer;
(ii) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state jurisdiction and geographic boundaries; and
SelectP[]s201 2AgrGov(US)SLG(ENGXOct2012) Page 'l of 16 Document )O0-04874
!r Microsoft
Terms and Conditions
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 51 (iii) any other entity in Customer's state expressly authorized by the laws of Customer's state to purchase under state contracls; provided that a state and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates; and
b' with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is under common ownership with Microsoft
"available" means, with respect to a Product, that Microsoft has made Licenses for that product available for ordering under a particular licensing program:
"Commercial Producl' means any Product Microsoft makes available for license for a fee; "Contractor" means any third party supplier or other provider of computer technology or related services. "Customer'means the entity that has entered into this agreement and its Affiliates; "customer 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 fixes, modifications or enhancements or their derivatives that Microsoft releases generally (such as Commercial Product service packs);
"License" means Registered Affiliate's right to use lhe quantity of a product ordered. For certain Producls, a License may be available on a subscription basis ("subscription License"). Licenses for Online Services will be considered Subscription Licenses under this agreemsnt; "L&SA" means a License and Software Assurance for any product ordered; "Microsoft" means the Microsoft entity that has entered into this agreemdnt by accepting customer's registration;
'Order" means the document Customer or Customer's Affiliate submits under lhis agreement to acquire Licenses or Services;
'Online Services" means the Microsoft-hosted services identified in the Online Services section of the Product List.
"Product" means all software, online services and other web-based services, including pre-release or beta versions, identified on the Product List.
'Product List" means, with respect to any licensing program, the statement published by Microsoft from time to time on the World Wide Web at htto://www.microsoft.com/licensino/contracts, oi at a successor site that Microsoft identifies, which identifies the Products that are or may be made available under the program (which availability may vary by region) and any Product-specific conditions or limitations on the acquisition of licenses for those Products;
"Product use Rights" means, with respect to any licensing program, the use rights for each product and version published for that licensing program at htto://www.m icrosoft.com/licensin q/contracts orata successor site
"Qualifying contract," means (1) an Enterprise Enrollment under a Microsoft Enterprise Agreement; (2) any Enterprise Subscription Enrollment entered into under a Microsoft Enterprise 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;
"Reselled means a large account reseller authorized by Microsoft to resell Licenses in a Registered Affiliate's region under this program;
'Service Level Agreement" means the document specifying the standards Microsoft agrees to adhere to and by which it measures the level of service for an Online Service.

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2. How the Select PIus Lfcense program works.

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

Customer and Customer's Affiliates can participate in this program if Customer or Customer's Afiiliate (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 wilt 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 delermine 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 Cuslomer's price level for a pool applies to purchases made by all Registered Afllliates under this agreemenl. Throughout the term of this agreement, the Customer's price level for each Product and its associated Pool (Applications, Systems and Servers) will be level "D." Customer does not need to acquire Products in all pools. The price Microsoft will invoice Reseller will be based on Customer's price level forthe pool ofthe Product ordercd. Throughout this agreement the term "pice" refers to reference pice.

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

Registered Affiliates have the rights below once their registration is accepted by Microsoft. These rights apply to the Licenses obtained under this agreement and are not related to any order of, or fulfillment of, software media.

The ability to run current or later versions of a Product licensed under this agreement could be affected by minimum system requirements or other factors (e.9., hardware or other software). a. General. At any time after their registration has been accepted by Microsoft, a Registered Afflliate 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.

SelectPlus20l 2A9rGov(US)SLG(ENG)(Oct201 2)
"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 informalion 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 mainlain its secrecy.
'use" or "run" means to copy, install, use, access, display, run or otherwise interact.

Document )O0-04874
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 53 c When Licenses become perpetual.
(i) License only. Registered Affiliate's right to run copies of any product for which it orders only a License is temporary until the Registered Affiliate has paid for that License in full and Microsoft has collected such payment. Thereafter, Registered Affiliate will have a perpetual License to run the number of copies ordered in the version ordered. (ii) L&SA or Software Assurance. Registered Affiliate,s right to run copies of any product for which it orders L&SA or Software Assurance is temporary until:
1) the Registered Affiliate has paid all installments of the price for such coverage and the Order or renewal term during which such product Licenses were ordered has expired or been renewed or
2) the Registered Affiliate is otherwise eligible for perpetual Licenses as provided in this agreement.

Thereafler, 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
circumstances.
are not perpelual under any
http://www.microsoft .com/licensinq/contracts
(i) Product Use Rights for current and futuro 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-cunent 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 firsl released will apply. ln both cases, subsequent changes made by Microsoft to the Product Use Rights for a particular version will not appty 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 SelectPlus20l2AgrGov(US)SLG(ENGXOcl201 2) Page 4 of 16
Document X20-04874
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 perpelual Licenses acquired under this agreement remain sub.iect to the terms of this agreement and the applicable product use Rights.
e. Non-Perpetual Licenses. Some Products may be licensed on a fixed term or subscription basis. The right to use Products licensed on a subscription basis terminates upon expiration of the subscription agreement if it is not renewed.
f. License confirmation. This agreement, the applicable Ord6r, the Registered Aifiliate's Order confirmation, and any documentalion 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 lhal 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. Microsoft publishes Product Use Rights for each version of each Product. The latest version of the Product Use Rights is available at

5. FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 54 date, the Product Use Rights for the version licensed, not the version being run, will apply. However, if the eadier 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, Resewation 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.

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 Affiliate and its Reseller. When placing orders, a Registered Afflliate must specify the country or countries where the Registered Affiliate will use the Licenses. l/icrosoft may refuse to accept an Order if Microsoft has a business reason to do so. l\ilicrosoft may change the Products and subscription services available under this program. b. When is the Registered Affiliate eligible to order lust 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 circumslances:
(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 Sofhl/are Assurance under this Agreement becomes effective no laler than one day following the expiration of that upgrade protection, and (2) Registered Afflliate 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 Afflliate 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 http://www.microsoft.com/licensino/contracts identifies those Products that may be enrolled in Software Assurance and the applicable time frame for placing an Order. (iii) A Registered Affiliate may also order Software Assurance in any other circumstances expressly permitted in the Product List.
(iv) A Registered Affiliate may renew Software Assurance ordered under this Agreement at the time it renews its Order as described in the section titled 'How to renew an Order." How to confirm Orders. lnformation about Orders, including an electronic conllrmation of each Order, will be provided in a password-protected site on the World Wide Web at httos://www.microsoft.com/lic ensino/servicecenter/ or a successor site that will be identified Upon Microsoft's acceplance of this agreement, Registered Affiliate's contact identified for this purpose will be provided access to this site.
d. lnvoices and payments. For any Orders for Software Assurance or L&SA, if the Registered Affiliate elects to spread its payments over three years rather lhan payment in a lump sum, it may make this election with its Reseller. ln such cases, l\4icrosoft will invoice the Registered Affiliate's Reseller in installments, the first installment upon receipt of the Order and subsequent installments on each anniversary of the Order or the Affiliate anniversary month.

Any amounts for Licenses only (i.e. without accompanying Software Assurance) will be invoiced to the Registered Affiliate's Reseller in full upon receipt of the Order.

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c

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7 SelectPlus20l 2AgrGov(US)SLG(ENG)(Ocl201 2)
I
Making copres of Products and re-imaging rights.
a. General. The Registered Affiliate may make as many copies of the products as it needs to distribute them within its organization. copies must be true and complete (including copyright and trademark notices), from master copies obtained from a Microsoft approved futfitlm6nt 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 lo 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 iti premises, (2) use up to 10 complimentary copies of any product for a 6o-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 Microsofl Product(s) is licensed (.1) from an original equipmenl manufacturer (OEM), (2) as fult packaged product through a retail source, or (3) under another Microsofl 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. Thii 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 trom the separate source.
(iv) Any Product-specific requirements for re-imaging identified in the product List. (v) Re-images made under this subsection remain subject to the terms and use rights provided with the License from the separate source. This subsection does not create or extend aoy warranty or support obligation.

Transferring and reassigning Licenses.
a. License transfers. License lransfers 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:
changing a Reseller. lf Microsoft or the Reseller chooses to discontinue doing business with one another, Registered Affiliate must choose a replacement Reseller. lf Registered Affiliate or Reseller intends to terminate their relationship, the iniliating party mus-t notify Microsoft and the other using a form provided by Microsoft at least 90 dayi prior to the dat; on which the change is to lake effect.
(i) if you are an agency of a state or local governmenl 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

Document )(20-04874
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 56 your state's jurisdiction and geographic boundaries; and (iii) any other entity expressly authorized by the laws of your state lo purchase under state contracts, or (b) an 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 affiliates as set forth in (a) above, a reorganization, or a consolidation.

Customer must notify i4icrosoft of a transfer of license by completing a transfer notice form, which can be obtained from httD://www. m icrosoft .com/licensinq/contracts and send the completed form to l\ilicrosoft before the license transfer. No License transfer will be valid unless Customer provides to the transferee, and the transferee accepts in writing, the applicable Producl 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 olher upgrade coverage separately from the underlying License, except as provided otherwise in this agreement.
(ii) For desktop operaling systems. The Registered Affiliate may not reassign desktop operating system upgrade Licenses from one computel to another. The Registered Affiliate may internally reassign Software Assurance coverage on desktop operating systems upgrades from the original computer to a replacement computer internally, as long as (1) the replacement computer is licensed to run the latest version of that operating system, and (2) the Registered Afflliate 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 teminate either party's and its Registered Affiliates' ability to place Orders under lhis agreement. Such termination will not affect any Orders not otherwise terminated, and any terms of this agreement applicable to any Orders not otherwise terminated will continue in effect with respect to that Order. c. Mid-term termination for non-appropriation of Funds. Enrolled Affiliate may terminate this agreement or an Enrollment without liability, penalty or further obligation to make payments if funds to make payments under the agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. d. Termination for breach. Either party to an Order may terminate it if the other party materially breaches its obligations under this agreement, including any obligation to pay amounts owed. Except where the breach is by its nature not curable within 30 days, the terminating parly must give the other party 30 days' notice and opportunity to cure. lf l/icrosoft gives such notice to a Registered Affiliate, Microsofl will give Customer a copy of that notice as well and Customer agrees to assisl 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, Microsoft may also terminate this agreement and all other Affiliate registrations under it, unless the basis for termination of the registration is non-appropriation of funds to the registered affiliate, in which event Microsoft may only terminate the affected registration(s). lf a Registered Affiliate ceases to be an SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct2012) Page 7 of 16 Document )(2G04874

9. FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 57 e
Affiliate of customer, customer must prompfly notify Microsoft of this facl, and Microsoft may terminate the divested Registered Atfiliate's registration.

Affiliate termination. lf (1)a Registered Affiliate terminates its registration as a result of a breach by Microsoft, or (2) if Microsoft terminates Registered Affiliate's registration because it has ceased to be an Affiliate of customer, or (3) Registered Affiliate terminates a registration for non-appropriation of runds, or (4) Microsofl terminates a registration for non-payrient due to non-appropriation of funds,, then the Registered Affiliate will have the following options with regard to any Orders it has under the agreement:
(i) For Licenses available on a perpetual basis, it may immediately pay the total remaining amount due, includlng all installments, in which case the Registered Affiliate wilt 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 jn full (including the latest version of Products under Software Assurance coverage), and 2) the number of copies of Products it has ordered (including the latest version of Products under Software Assurance) for which payment has been made in installments that is proportional to the total of payments made versus total amounts due if the early termination had not occurred.

Nothing in this section shall affect perpelual License rights acquired either in a separate agreement or in a prio. term of the terminated registration.

Effect of termination. When this agreement, a registration or an Order is terminated, (i) Each affected Registered Affiliate must order Licenses for all copies of products it has run for which it has not previously submitted an Order. Except for the options provided above in the event of termination of a Registered Affiliate,s registration, any and all unpaid payments or any order of any kind, including subscription services, jmmediately 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. t

10. How to renew an Order.

Microsofl will provide prior notice of expiration of any Software Assurance ordered under the agreement advising Customer of its Software Assurance renewal options. Microsoft may make a change to this program that will make it necessary for Cuslomer 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 othenr'vise allows Software Assurance for any copies of any Products licensed to lapse, then the Registered Affiliate will not be permitted to order Soflware Assurance for those copies later without first acquiring L&SA.

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

SelectPlus20'l 2Agrcov(US)SLG(ENGXOct201 2) Page 8 of 16 Document X20-04874
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 58 11 . Restrictions on use.

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

12. Confidentiality.

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

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

For the avoidance doubt, the parties acknowledge that this Confidentiality provision recognizes that when there is a business need to do so, Microsoft and Customer may need to share/exchange their respective Confidential lnformation with each other to develop a more meaningful business relationship. This section provides i,,1icrosoft and Customer with a well-balanced, commercially reasonable and comprehensive sel of confldentiality 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 olher 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 Confldential lnformation. lnformation that:
(i) is, or becomes, publicly available without a breach of this agreement; (ii) was lalvfully known to the receiver of the information wilhout an obligation to keep it confidential;
(iii) is received from another source who can disclose it lawfully and without an obligation to keep it confidential;
(iv) is independently developed; or
(v) is a comment or suggestion one party volunteers about the other's business, products or services.
c. Treatment of Confidential lnformation.
(i) ln general. Subject to the other terms of this agreement, each party agrees:
1) it will not disclose the other's Confidential lnformation to third parties; and 2) it will use and disclose the other's Confidential lnformation only for purposes of the parties' business relationship with each other.

Selec1Plus201 2AgrGov(US)SLG(ENGXOct201 2) 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 59 (ii) Security precautions. Subiect to the other terms of this agreement, each party agrees:
1) to take reasonable steps to protect the other's Confidential lnformation - these steps must be at least as protective as lhose the party takes to protect its own Confldential lnformation:
2) to notify the other promptly upon discovery of any unaulhorized use or disclosure of Confldential lnformation; and
3) to cooperate with the other to help regain control of the Confidential lnformation and prevent further unauthorized use or disclosure of it.
(iii) Sharing Confidential lnformation with Affiliates and reprosentatives. 1l A "Representative' is an employee, contractor, advisor, or consultant of one of the parties or of one of the parties' Affiliates.
2) Each party may disclose the other's confidential information to its Representatives (who may then disclose that Confidential lnformation to other of that party,s Representatives) only if those Representatives have a need to know about it for purposes of the parlies' business relationship with each other. Before doing so, each party must:

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

13. Warranties.
a. Limited warranty. Microsoft warrants that:
(i) Online Services will perform in accordance with the applicable Service Level Agreement; (ii) Products other than Online Services will perform substantially as described in the applicable Microsoft user documentation; and
b. Limited warranty tsrm. The limited warranty for:
(i) Online Services is tor the duration of Cuslomer's use of the Online Service, subject to the notice requirements in the applicable Service Level Agreement; SelectPlus20l 2AgrGov(US)SLG(ENGXOcU0I 2) Page 10 of 16 Document )(20-04874
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 60 (ii) Products other than Online Services is one year from the date Customer first uses the Product; and
c. Limited warranty exclusions. This limited warranty is subject to the following limitations:
(i) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law last for one year from the start of the limited warranty; (ii) the limited warranty does not cover problems caused by accident, abuse or use in a manner inconsistent with this agreement or the Product Use Rights, or resulting from events beyond Microsoft's reasonable control;
(iii) the limited warranty does not apply to components of Products that Customer is permitted to redistribute;
(iv) the limited warranty does not apply to free, trial, pre-release, or beta products; and (v) the limited warranty does not apply to problems caused by the failure to meet minimum system requirements.
d. Remedies for breach of limited waranty. lf Microsoft fails to meet any of the above limited warranties and Customer notifies lvlicrosoft within the warranty term, then Microsoft will:
(i) for Online Services, provide the remedies identified in the Service Level Agreement for the affected Online Service;
(ii) for Products other than Online Services, at its option either (1) return the price paid or (2) repair or replace the Product; and
These are Customer's only remedies for breach of the limited warranty, unless other remedies are required to be provided under applicable law. e. DISCLAIMER OF OTHER WARRANTIES. OTHER THAN THIS LIMITED WARRANW,

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

WARRANTIES, OR GONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, OR NONINFRINGEMENT. THESE DISCLAIMERS WILL APPLY UNLESS APPLICABLE LAW DOES NOT PERMIT THEM.

Defense of infringement, misappropriation, and third parly claims. a. Microsoft's agreement to protect. Microsoft will defend Enrolled Affiliate against any claims made by an unaffiliated third party that any Product or Fix that is made available by Microsoft for a fee infringes that party's patent, copyright, or trademark or makes unlawful use of its Trade Secret. Microsoft will also pay lhe amount of any resulting adverse final judgment (or settlement to which Microsoft consents). This section provides Enrolled Affiliate's exclusive remedy for these claims.
b. Limitations on defense obligation. Microsoft's obligations will not apply to the extent that the claim or award is based on:
(i) Customer Data, non-i/icrosoft software, modifications Enrolled Affiliate makes to, or any specifications or materials Enrolled Afliliate provides or makes available for, a Product or Fix.:
(ii) Enrolled Affiliate's combination of the Product or Fix with a non-[ricrosoft 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; SelectPlus20l2AgrGov(US)SLG(ENGXOct2012) Page 11 of 16
Document )OG04874

14. FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 61 c
(iv) Enrolled Atfiliate's use of a Product or Fix after Microsoft identifies Enrolled Affiliate to discontinue that use due to a third party claim.

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

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

Customer will be responsible for the amount of any resulting adverse final judgment (or settlement to which it consents). This section provides Microsoft's exclusivl remeoy ior these claims.

Rights and remediss in case of possible infringoment or misappropriation. (i) Microsoft's offerings. lf Microsoft reasonably believes that a product or Fix may infringe or misappropriate a third-party's intellectual property rights, Microsoft will seek to: (.1) procure for Enrolled Affiliate the right to continue to use the product or Fix; or (2) modify or replace it with a functional equivalent to make it non-infringing and notify Enrolled Afiiliate to discontinue use of the prior version, which Enrolled Affiliate must do immediately. lf the toregoing options are not commercially reasonable for Microsoft, or if required by a valid judicial or government order, Microsoft may terminate Enrolled Affiliate's license or access rights in the Product or Fix. ln such a case, Microsoft will provide Enrolled Afiiliate with notice and refund any amounts Enrolled Affiliate has paid for those rights to the Product or Fix (or for online services, any amount Enrolled Affiliate has paid in advance for unused Online Services).
(ii) Customer Data or use of non-Microsoft software with Online Services. 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 allegedty infringing item. lf Enrolled Affiliate fails to do so within a reasonable period of time, Microsoft may suspend or terminate the Online Service to which the Customer Data or non-Microsoft software relates.

Obligations of protected party. Enrolled Affiliate must notify Microsoft prompfly in writing of a claim subject to the Subsection titled 'Microsoft's agreement to protecl" and Microsoft must notify Enrolled Affiliate promptly in writing of a claim subject to the subsection tifled 'Customer's agreement to protect." The party invoking its right to protection must (1 ) give the other party sole control over the defense or setflement; and (2) provide reaionable 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. d
e

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

SelectPlus20l2AgrGov(US)SLG(ENG)(Oct2012) Page 12 of 16 Document X20-04874
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 62 $5,ooo. These limitations apply regardtess of whether the liability is based on breach of contract, tort (inctuding 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 adiudication (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 seclion entitled "Confidentiality", except that Microsoft's liability arising out of or in relation to customer Data shall in all cases be limited to the amount Customer paid for the Online Service giving rise to that liability during the prior 12 months, (iv) liability for personal in.iury or death caused by either party's negligence, or that of its employees or agents, or for fraudulent misrepresentation; and (v) violation by either party of the other party's intellectual property rights. b. EXCLUSION OF CERTAIN DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE

LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF ITS AFFILIATES, OR CONTRACTORS, wlLL BE LIABLE FOR ANY INDIRECT,

CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST

PROFITS, REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS

INFORMATION ARISING IN CONNECTION 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 CONFIDENTIALIry OBLIGATIONS (EXCEPT TO THE EXTENT THAT SUCH VIOLATION RELATES TO CUSTOMER DATA}, THE OTHER PARry'S INTELLECTUAL PROPERTY

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

16. Verifying compliance.
a. Right to verify compliance. Customer must keep records relating to the Products it and its Afflliates use or distribute. Microsoft has the right, to the extent permitted by applicable law, to verify compliance with the license terms for the Products, at Microsoft's expense. b. Verification process and limitations. Microsoft will provide customer at least 30 days' notice of its intent to verify compliance. Microsoft will engage an independent auditor, which will be subject to a confidentiality obligation. Verification will take place during normal business hours and in a manner that does not interfere unreasonably with Customer's operations. Customer must promptly provide the independent auditor with any information it reasonably requests in furtherance of the verification, including access to systems running the Products and evidence of licenses for Products Customer hosts, sublicenses, or distributes to third parties. As an altemative, Microsoft may require Customer to complete Microsoft's self-audit process relating to the Products Customer and any of its Atfiliates use or distribute. Such information will be used solely for purposes of delermining compliance. c. Remedies for non-compliance. lf verification or self-audit reveals any unlicensed use, Customer must within 30 days order sufficient licenses lo cover its use. lf there is no SelectPlus20l 2AgrGov(US)SLG(ENGXOct201 2) Page 13 of 16 Document X2G04874
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 63 unlicensed use, Microsoft will not undertake another verification of the same customer for at least one year. By exercising the rlghts and procedures described above. Microsoft does not waive its rights to enforce this agreement or to protect its intellectual property by any other means permitted by law.

17. Non-Microsoft Software or Technology.
a. Registered Affiliate is solely responsible for any non-Microsoft software or technology that it installs or uses with the Products or Fixes. Microsoft is not a party to and is not bound by any terms governing Enrolls use of non-Microsoft software or technology. Without limiting the foregoing, non-Microsoft software or scripts linked to or referenced from any Product we6site, are licensed to Registered Afflliate under the open source licenses used by the third parties that own such code, not by Microsoft.
b. lf Registered Affiliate installs or uses any non-Microsoft software or technology with the Products or Fixes, it directs and controls the installation in and use of such ioftware or technology in the Products or Fixes, through its actions (e.g., through Registered Affiliate's use of application programming interfaces and other technical means that are part of the Online Services). Microsoft will not run or make any copies of such non-Microsoft software or technology outside of its relationship with Registered Affiliate. c. 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 delivery b. Assignment. Either party may assign this agreement to an Affiliate only. Assignment will not relieve the assigning party of its obligations under the assigned agreement. lf either party assigns this agreement, il must notify the other party of the assignment in writing. c. Subcontractors. Microsoft may use contractors to perform Services and support Online Services. Microsoft will be responsible for their performance subject to the terms of this agreement.
d. Severability. 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)(Oct201 2) Page 14 of 16 Document X20-04874
Copies should be sent to:

Microsoft Corporation
Legal and Corporate Affairs
Volume Licensing Group
One Microsoft Way
Redmond, WA 98052
USA
Via Facsimile:(425) 936-7329
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 64 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 lhis 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 promole 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 reslrictions, 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 lhey are incorporated. j. No transfer of ownership. lvlicrosoft does not transfer any ownership rights in any licensed Product. Microsoft reserves all rights not specifically granted. The Products are protected by copyright and other intellectual property rights laws and intemational treaties. k. Free Products, lt is Microsoft's intent that the terms of this agreement and the Product Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Registered Affiliate is for the sole use and benefit of the Registered Affiliate, and is not provided for use by or personal benefit of any specific Aovernment employee. l. Amending the agreement. This agreement (except the Product List and the Product Use Rights) can be changed only by an amendment signed by both parties. m. Resellers and other third parties cannot bind Microsoft. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. n. Privacy and Security. l\ricrosoft 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 Afflliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this agreement. Enrolled Afliliate 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 Afflliate provides in connection with this agreement will be processed according to the privacy statement available at httos:i/www.microsoft.com/licensino/servicecenter (see footer), except that Productspecific privacy statements are in the Product use rights. Personal data collected through Products or Services may be transferred, stored and processed in the United States or any other country in which lvlicrosoft or its service providers maintain facilities. By using the Products or Services, Customer consents to the foregoing. Microsofl abides by the EU Safe Harbor and the Swiss Safe Harbor frameworks as set forth by the U.S. Department of Commerce SelectPlus20l 2AgrGov(US)SLG(ENG)(Oct201 2) Page '15 of 16 Document )€0-04874
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 65 o.
regarding the collection, use, and relention of data from the European union, the European Economic Area, and Switzerland.

For online services, additional privacy and security details are in the product use rights.

Natural disasters. ln the event of a "nalural disaster', Microsoft may provide additional assistance or rights by posting on htto://www.m jcrosoft.com at such time. copyright violation' Except as set forth in section above entifled "Transferring and reassigning Licenses', the Registered Affiliate agrees to pay for, and comply with the teims of this agreement and the Product use Rights, for the products it uses. Extept 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 producis, incruding payment of License fees specified in this agreement for unlicensed use. u.s. export jurisdiction. Products and Fixes are subject to u.s. export jurisdiction. customer will comply with all u.s. Export Administration Regulations and lnternational rraffic in Arms Regulation requiremenls as well as all end-user, end-use, and destination restrictions issued by the U.s. and other governments applicable to this agreement. For additional information, see htto://www.microsoft .com/exoortino
p
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 66 MSE#:

Micrdsoft Licensing, GP Document Summary Form
* This is for informational putposes only "
3-0000003183189
Doc Tvpe: Signature Form
(MSLI
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Do not modify the formafting or spacing of this Form above this text Subsidiarv:

Country:

LAR/LAD/ESA:

Dell Inc.

Prooram^/ersio
SLP SLG 2012
United stites
(MSLI Scanninq Code)
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ACCOUNT: County of Riverside
Outsourcer Name:

Business Agreement Number:

Master Agreement Numben 7756479
Agreement Numbe( 7 657738
Purchase Order Number:
4 Comments:
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Revision 3.9
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Account Manaoer Name / Alias:

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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 67 ![ ruicrosoft Volume Licensing
Program Signature Form
MBA/MBSA numbgr Proposal lD
Agreerhent numl,€l '715bc117
Nob: Er 9.1he applicable sdiv. numb€rs associated with the docum€nts below. Microsoi requires the associated aciive number be indicated ha,e, or lbtsd bglow as new.

For the purposes of this form, "custome/ can mean the signing entity, Enrolled Affiliate, Govemment Partner, lnstifution, or other party entering into a volume licinsi-ng program agreement.

This signature form and all contract documents identified in the table below are entered into between the customer and the Microsoft Affiriate signing, a6 or the effective date identified berow.

By aigning below, cusbmer and the Microsoft Affitiate agree that both parues (1) have receiv€d, read and understand'the above confact docu.ments, .
including any websitei or aiiuments in"orplrii"a ov reference and any amendments and (2) agree to b6 bound by ttre terms ol all such documentsl * indicates required field BY

Select Plus l\2o-04a74
<Choose reement> Document N umber or Code <Choose reement> Document Number or Code <Choose reement> Document Nuirber or Code <Choose reement> Document Number or Code Select Plus Affiliate istration Form )<2044921
<Choose Enro stra Document Number or Code <Choose Document umber or <Choose Enroll istration> Document Nurir or <Choose Entollm on> Document Number or Code Document Descrl Docu ment Number or Code
Document Document Number or Code
Oocument Document Number or Code
n Docu ment Number Codeor
Document n Document Number or eCod
Contract Document
Prlnted Title' Procurement Contract Specialist
signature oate. 07 I 17 t2013
ontity name)' County of Riverside
Printed Flrst and Last lnes Mark
Signatura'
Name of
Tax lD 95-6000930 FO TY COUN
Customer
Pr€ramsignForn(MSSignxl{A,LatAm)ETBRA,MLI(ENGXOct2Ol 2) Number or Code
tl
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 68 Microsoft Licensing, GP
Mlcrosoft Llcensing, GP
JUL 2 3 20t3
Dulaney
Printed Flrst and Last Name
Printed Title
Signaturc Oato
(dal€ Mlc,osof, Amliste countersigns)
Signature
Llcensing, GP Eflectlve Dato
(may bo ditrerent than Microsot3 3iJnalure dete) l,lv" r * indicatos reqqired lield
' indicates required field
lf Customer requires physical media, additional contacts, or is reporting muftiple previous Enrollments' include the appropriate form(s) wilh this slgnalure brm.

After this signature form is signed by the customer, send R and.the contract Documents to customefs chJnnet painer or Microsoft iccouni manager, who must submit lhem to the following address. When tn" "ig;jtri" torrn is futty executed by Microaoft, Customer will receive a confirmation copy.

Mlcrosolt Llcen si ng, G P
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511- 1137
USA
ProsramslEnForm(MSsignXNA,LatAm)ExBRA,MLI(ENGXOd20l 2) Page 2 d 3 Signaturo* .

Prlnted First and Last Namo'
Printed Tltle' ....-.
.

Slgnatura Drte' .
'
Name of Entlty (must b6 legal entlty namel'
Customer
Name oI Entlty (mu6t bo legal entity name)'
Signature'
PdnGd ElFt and Last Name'
Printed Tftle'
Signature Date'
Outsourcer
I'Vl icrosoft Aff i I iate
Optlonal 2nd Gustomer algnaturc or outsourcer algnature (lf applicable) FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 69 Prepared By: Name of Preparer
Email of Preparer
ProgramSignForm(MSSign)(ilA,tatAm)ESRA.MLI(ENGX@01 2) Page 3 of 3 FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf II E

I
AGREEMENl' # I1'ARC-OO93O

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

MICROSOFT PRODUCTS AND SERVICES
UNDER MICROSOFT EA NO.8084445

COUNTY OF RIVERSIDE
And
INSIGHT PUBLIC SECTOR, INC.

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

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

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

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

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

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

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

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

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

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

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

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

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

5. Termination:

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

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

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

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

LSP
Insight Public Sector, lnc.

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

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

B, Commercial General Liabilitv:

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

C. Insurance Requirements for IT Contractor Services:

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

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

FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 73 ACREEMENT # ITARC-OO93O
the work hereunder by the LSP. its agents, representatives. or employees. LSP shall procure and maintain lor the duration ofthe contract insurance claims arising out oftheir services and including. but not limited to loss, damage, thelt or other misuse ofdata. intiingement ofintellectual property. invasion of privacy and breach of data.

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

D. General lnsurance Provisions - All lines:

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

Ifany such self'-insured retention exceeds $500.000 per occurrence each such retention shall have the prior written consent of the County Risk Manager belore the commencemenl of operations under this Agreement. Upon notification of self-insured retention unacceptable to the COtjNTY. and at the election of the Country's Risk Manager. LSP'S carriers shall either; l) reduce or eliminate such self-insured retention as respects this Agreement with the COUNTY. or 2) procure a bond which guarantees payment of losses and related investigations, claims administration. and delerrse costs and expenses. 3) t-SP shall cause LSP'S insurance carrier(s) to f'umish the County ol'Riverside with either l) a properly executed original Certificate(s) of Insurance and certified original copies of Endorsements effecting coverage as required herein. and 2) if requested to do so orally or in writing by the County Risk Manager" provide originai Certified copies of policies including all Endorsements and all attachments thereto. showing such insurance is in l'ull lbrce and effect. Further. said Certificate(s) and policies of insurance shall contain the 4 Itc\rsron l/06/2021
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 74 AGREI]MENT # ITA R('-OO9IO
covenant ofthe insurance carrier(s) that a minimum ofthirty (30) days written notice shall be given to the County of Riverside prior to any material modit'ication, cancellation. expiration or reduction in coverage of such insurance. If LSP insurance carrier(s) policies does nol meet the minimum notice requirement fbund herein, LSP shall cause LSP's insurance carrier(s) to furnish a 30 day Notice of Cancellation Endorsement. 4) ln the event of a material modification, cancellation. expiration, or reduclion in coverage. this Agreement shall terminate forthwith. unless the County of Riverside receives. prior to such effective date" another properly executed original Certificate of Insurance and original copies of endorsements or certified original policies, including all endorsements and attachments thereto evidencing coverage's set forth herein and the insurance required herein is in full force and effect. LSP shall not commence operations untilthe COUNTY has been furnished original Cerrificate (s) of Insurance and certified original copies of endorsements and ilrequested. ceftified original policies ofinsurance including all endorsements and any and all other attachments as required in this Section. An individual authorized by the insurance carrier to do so on its behalf shall sign the original endorsements for each policy and the Certificate of Insurance.
5) It is understood and agreed to by the parties hereto that the LSP's insurance shall be construed as primary insurance. and the COUNTY'S insurance and/or deductibles and/or self-insured retention's or self-insured programs shall not be construed as contributory. 6) If. during the term of this Agreement or any extension thereof. there is a material change in the scope ofservices: or. there is a material change in the equipment to be used in the performance ofIhe scope ofwork; or. the term ofthis Agreement. including any extensions thereof. exceeds five (5) yearsl the COUNTY reserves the right to adjust the types of insurance and the monetary limits of liability required under this Agreement, if in the County Risk Management's reasonable judgment. the amount or type of insurance carried by the LSP has become inadequate.
7) LSP shall pass down the insurance obligations contained herein to alltiers ofsubcontractors working under this Agreement.
8) The insurance requirements contained in this Agreement may be met with a program(s) ol' self'-insurance acceptable to the COUNTY.
9) LSP agrees to notify COUNTY ofany claim by a third party or any incident or event that may give rise to a claim arising fiom the perfbrmance of this Agreenrent.

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

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

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

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

Exhibit A: Scope and pricing.

Exhibit B: LSP Reporting of Active Enrollments.

Exhibit C: Microsoft LSP Participation Form.

Exhibit D: Microsoft EA Benefits for Government Agencies.

Exhibit E: Microsoft Enterprise Agreements and Amendments.

El) Microsoft Enterprise Agreement No. 8084445.

E2) Microsoft Select Plus Agreement No. 7756479.

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

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

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

The CUETA authorizes use of an electronic signature for transactions and contracts among parties in California. including a government agency. Digital signature means an electronic identiller. created by computer" intended by the pafty using it to have the same lbrce arrd effect as the use of a manual signalure. and shall be reasonably relied upon by the parties. For purposes of this section. a digital signature is a type of"electronic signature" as defined in subdivision (i)ofSection 1633.2 of the Civil Clode.

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

9.6 If the signatory or entity is a corporation. the siqnatures of two comorate officers (the 6 FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 76 AGREEMENT # ITARC-OO93O
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement.

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

ATTEST:

Kimberly Rector
Clerk of the Board
Bv:

APPROVED
Minh C. Tran

TO FORM
Co unsel
lc ido
Deputy ounty Counsel
Dated: vlqlzo "q
7 Re,'rsron l/06/2021
SEP 1 0 2024 3J)
president. vice president. secretary. assistant secretary. Chief Financial Officer (i.e. treasurer), or assistant treasurer) are required on the agreements. The signatures must be in the following combination: president or vice president and secretary. treasurer or CFO. For example. the sisnatures of a president and a vice oresident would be insufficient. lf signed bv a sinele corporate officer. a corporate resolution. authorizing the one officer to bind the corporation. signed by the Board of Directors of the corporation. is required. The corporate resolution must authorize the signatory to sign agreements on behalf of the comoration.

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

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

By'
Paula
I lto fio:f
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 77 DocuSign Envelope lD: 8F 247 AE4 -2AAE-141 B-8F5A-FC77A475EFCD tNslGHT PUBLTC SECTOR, tNC.
an lllinois corporation
Consent in Lieu of Soecial Meetins of the Eg3Id_SLDiIgglgtE ESISUe$19-SSS! lllinois Business Corooration
Act of L983
The undersigned, being all ofthe directors of INSIGHT PUBLIC SECTOR, lNC., an lllinois corporation (the "Corporation"), acting pursuant to Section 8.45 of the lllinois Business Corporation Act of 1983, do hereby consent to the adoption of, and do hereby adopt, the following resolutions, effective as of January 7,2023, and declare them to be in full force and effect as if adopted at a regular scheduled meeting of the Board of Directors of the corporation:

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

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

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

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

Officer Title
Lisanne Steinheiser
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 78 2 AGREEMENT # ITARC.OO9SO
Exhibit A
Scooe and pricins
l. The Licensed Support Provider (LSP) will resell all available Microsoft Licensed Support Provider (LSP) for Microsofi Master Microsoft Enterprise Agreement No.8084445; Software Licensing.

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

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

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

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

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

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

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

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

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

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

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

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

14. The LSP shall provide a list of enrollments. The list of enrollments is due 30 days after the contract signature and on January l5th ofeach calendar year during the agreement period. This list will include the agency name, contact person, email and phone number and annual spend. The intent of this is to track how many agencies within the State of Califomia piggyback off of the Master Agreement.

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

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

17. The Servicing LSP shall provide the ability to for the acquisition olMicrosoft services as the demand for individual product services or capabilities expand. The servicing LSP shall provide services to include Microsoft Unified. Industry Solutions Delivery (lSD). and Microsolt incident response. The Servicing LSP will have a valid Microsofi Master Services Agreement on file with Microsoft in order to resell Microsoft [Jnified Support. and Industry Solutions Delivery (lSD). Additionally. the contractor shall provide Microsoft dedicated Technical Supporl representatives and subject matter expe(s provided via the Microsoft enterprise agreement to support and assist Riverside County master participants in analyzing, architecting. implementing. managing, and operating solutions based on the licenses previously acquired or to be purchased in accordance with the terms ofthe Microsoli enterprise licensing program.
9 Rcvrsron l/06/2021
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18. LSP will be responsible for submitting a completed "Reporting of Active Enrollments" by January I 5th of each year for the prior calendar year.

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

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

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

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

23. Administrative fee checks shall be submitted to:

Riverside County Information Technology
Attn: Accounts Receivable
3450 l4Ih Street, 4th Floor
Riverside. CA 92501
Rr! rsior l/{)6/21)21
10 FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 81 Pricins:
l. Microsoft EnterDrise License Subscription and services

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

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

Level D 1.75
Enterprise Products (Office 365 Pro Plus. Windows 10
Enterprise. Core CAL Suite, Enterprise CAL Suite). l.evel D r.75 Additional Products (M365 Fl, M365 E5 Compliance, M365
E5 Security, Office 365 Enterprise F l, Project Online, Visio Online Plan I or Plan 2, Dynamics 365, Azure. SQL Server.

Windows Server, etc).
l.evel I) i.75
Server and Tools Product (applies to Server and Clor.rd Enrollments only) SharePoint Server. SQL Server. BizTalk Server, Visual Studio. Core Inliastructure Suites. etc. l,evel D 75
Allproducts for Select Plus Agreement No.7756479 2.00
Microsoft Unified Support Services 2.50
M icrosoft Consulting Services 2.5 0
M icrosott Incident Response 2.5 0
Soluti0n Area Specific Capability Number Customer Size Referencc? Number of successful customer production
mail deployments/m igrations? 500+
All sizes
includ ing public
sector agencies
Yes
500+
All sizes
including public
sector agencies
Yes
Number of successful customer production
Teams deployments/m igrations? I 00+
Allsizes
including public
sector agencies
Yes
Number of successl'ul customer production
l'eams Voice deployments/PBX migrations? I 00+
All sizes
including public
seclor agencies
Ycs
Number of people with specialized expertise
on technologies listed above | 000+
All sizes
including public
seclor agencies
Yes
Ite!rsion ll)6/2021
11 Number of successful customer production
SharePoint deployrnents/m igrations?
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 82 Data and Artificial lntelligent Certifi ed Competency (Yes/No) Hourly Rate (On Premise)
Build Intelligenl Apps Yes $ 150-$275
Build Intelligent Agents Yes $150-$275
Machine Leaminq Yes $ 150-$275
Intemet of Things Yes $ 150-$275
Clobally distributed data Yes $ 150-$275
OSS Databases Yes $ I 50-$275
Cloud Scale Analvtics Yes $ I 50-$275
Data Platform Modernization to Azure Yes $ r s0-$275
Windows Server on Azure Yes $ I 50-$275
Security & Manaqement Yes $rs0-$27s
Datacenter Migration Yes $ r 50-$275
Modern Business Intelligence Yes $ r 50-$275
Copilot Yes $ r 50-$27s
Biz ArrDs
Customer Service Yes s 150-$275
Field Service Yes $ r 50-$275
Marketing No NA
Talent No NA
Finance and Operations Yes $ r 50-$275
Business Central Yes $ r50-$275
Power Apps Yes $ r50-$275
Power BI Yes $ r50-$275
Apps and lnfrastructure
Azure Stack Yes $ r50-$275
High Performance Compule No NA
Cloud Native Apps using Serverless Yes $ 150-$275
Modernize Apps Yes $ I50-$275
SAP on Azure No NA
Linux on Azure Yes $ 150-$275
Dev Ops Yes $ I 50-$275
Business Continuity & Disaster Recovery Yes $ 150-$275
Windows Server on Azure Yes $ r50-$275
Security & Manaqement Yes $ ls0-$275
Datacenter Migration Yes $ 150-$275
l\todern Workplace
User Adoption & Change Management Yes $ I 50-$275
Securit\ Yes s r 50-$275
GDPR & Compliance Yes $ I 50-$275
Teanrwork Yes $ | 50-$275
Calling & Meetings Yes $ | 50-$275
Modern Desktop Yes $ t50-$275
Office 365 Migration Assistance Yes $ r50-$275
\4a il Yes $ r50-$275
Teanls Yes $ r50-$275
SharePoint Yes $ r50-$275
OneDrive Yes $ r50-$275

3. License Support Provider (LSP) service rates:

ACREEMENl' # ITARC-OOg3O
Ittl rslon l/06/2021
12 FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 83 AGREEMENl' # ITARC-OO93()

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

Enrollment
Entity:

Start
Date:

End
Date:

Annual
Sales
Enrollment
Contact:

Enrollment
Contact
Email:

Enrollment
Contact Tel:

County of
Riverside
xx/xx/
xxxx
xx/xx
/xxxx lohn Doe
Revislon l/06/2021
13 Exhibit B
ttl
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 84 AGREEMENT # ITARC-OO93O
Exhibit C

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

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

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

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

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

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

Sign.tur.

Scott Friedlander
Datc
tPs svP
TiIIE
Em.il: [email protected]
Re!isron I/06/2021
1,4
S.otl F.bdlend.rCDh.'oht ..h
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 85 AGREEMENI' # ITARC-OO93O
Exhibit D
Microsoft EA Benefits for Government Agencies
Reduced Paperwork
Reduced number of separate documents to review - by consolidating amendments into a single document. Many ofthe amendments previously required are now built into the enrollment document.

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

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

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

E3 No charge Onboarding Services
Microsoft assisted onboarding is now a benefit of Olilce 365 M icrosol'l lntune, Azure AD Premium and Azure ItMS. Eligible customers will receive guidance from a dedicated group of onboarding expems known as the Microsoft FastTrack Center (FTC) to onboard to these services. The FTC uses an onboarding approach known as FastTrack to help you. your lT Team. and or Pa(ner, confidently onboard new users and capabilities. Programs are subject to change and/or evolve.

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

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

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

EI
E2
Office Roaming Use Rights: Help expand end-user productivity and extend the value of your virtual desktop environment with Office Roaming Use Rights, which lets users with Software Revrsron I/06/?02l
15 FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 86 ACREEI\4ENT # I1'A RC-OO93O
Assurance on Office, Project, or Visio remotely access their software on their virtual desktops from third-party devices.

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

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

Re\isron l/06/2021
16 More information about the Software Assurance by products as listed above can be found at:
https://www.microsoft.com/en-us/LicensinF/licensing-orogra ms/software-assu rance-bvproduct.aspx?83ffdda4-a263-4123-9752- 1 122538c0a96=True FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 87

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

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

By:

Status:

Transaclion lD
2024-07-04
Penny Musser (Penny.l\[email protected])
Signed
CBJCHBCAABAAHeN,lbvMzZrepnbpxmYcjzjidgJ_gw[I8ZQ
"2.lnsight Public Sector lnc.- LSP Agreement no. ITARC-930-F| NAL" History
t\ Document created by Penny Musser ([email protected]) 2024-07-08 - 4:36:50 P[, G[4T- lP address: 20-94.5.128
L i Document emailed to [email protected] for signature 2024-07-08 - 4:38:04 PM GMT
3 Email viewed by [email protected]
2024-07-08 - 8:2035 PM GMT- lP address: 108.51.31.121
do Signer [email protected] entered name at signing as Scott Friedlander 2024-07-08 - 8:21:07 P M GMT- lP address: 108.51.31.121 de Document e-signed by Scott Friedlander ([email protected]) Signalure Date: 2024-07-08 - 8:21i09 PLi GMT - Time Source: server lP addressi 108.51 .31.121 g Agreement completed.
2024-07-08 - 8:21:09 PM GMT
@ moUelcrcbatSlgr
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 88 Exhibit E
Microsoft Enterprise Agreements and Amendments
E l) Microsofl Enterprise Agreement No. 8084445.

E2) Microsoft Select Plus Agreement No. 7756479.

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

Rc!rsion l/06/2021
1,7
AGREEMENT # ITARC-OO93O
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 89 E Mir:r,:sc,'ft
Program Signature Form
\/ol u trr c. l-i cert s in g
004-kayleed-S.04
8 084,1+s
Notc: Elller lhe applioahle active nrrrbert nssocialed vrilh lhe documents bclo\,/. Microsofl requites the associale(l aclive nurr)tler be hxlicated here. or lisled belDw as ne\4 This si$nalure lorn an(l all corrlracl docunents id€nlilied in lhe lable belo$/ are efilered iDto betvleen lhe Cirslomer and thc Microsolt Affiliate signing, as of lhc cllcclivc date idenlitad belo,,,/. lrl F
{
By signing below, Cuslomer and the l,ricrcsLlll Alliliale agree that both parlies (1) have rcccivcd, rcad aId underslar]cj lhe above coDllact docur'rents, incl!diDg a,)y w€bsites ordocu[)ents incorporated by tr relerence and any anrendmerrts and (21 agree lo be bound t y lhe lerms of all sLich documcnts. 'r.
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Amendment to Contract Documents
004-kaylee(l.S-04
Tlris r!rncndmcnl ('Amcndment") is enleled irrlo betweer] tlre parlies i(lentilied on tlrc altaclre.J ptoorarn si0natlr6lorm. lt arnel]ds the Enlollrnenl or Aq reerr)e rl ider rtilied ilbove. Alllerms use(l hol nol (lolined in llris Amendrnpnt vlill lrave lhe same n]eanings providL.d in that Enrollmenl or Agreerlrent Enterprise Agreement
Custom Terms CTIVI
'1, Seclign 6a, "-fcrn". is l'rcreby arnended aod restaled as lollows:
a, Tenn. Tlr€ lerm ol lhis Agreenrerll r,/ill rernarn ln effecl unless terrrin3ted lry €ilhe, parly as des,,itibcd l)elo\./ Etrch Errrbllnetll will lrrve lhc tcrm provi(lDd in lhal Enrollnrcnl

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

Prod0ct Price
Level
Examples lnctudc blll are not limilE(l 10
the lollowaog':
' ll'! cr.'trrples il(luC{ erkiro $ci!ir!! I |dta,e lv3illbrcnr eill €,llle corrrre.ciar or9(,e'nrn"nl croud ctie',n!:
''O.rilrinn EiierD,isp Onkre s.'!i.c. :rrn r'ter(rned ir lhe laraotl..i l erlns vrilh th? rel rnhE cl Ff) ' i!! the la'bles lry 'r'rog'i,n .4?!'lu5il,ty'. lll! 1o)$r ol Enlcrp,ir€ 0 irle 5g!iL-es i5 lulrip.rt lc dt!'44 .$ Eile'!l!e Orline gErvice!' are i,.:lleo urdil€d/rs!.se{ s. 'ernolad l,orn ll,e Cnle(orse D,cara'n c,lcrirl{r Ercllsior$ apnly lo lhc addilional 2y" discornl orl Entcrprisc Onlrrrc Selviccs as lolcr\'rs U365 E3 and E5, EnlerDrise Mohility +
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E 1 or E3, Wirldows 10 Enterf,rise E3 or Es
Olfice 365 Pro Plus, V$ndo$/s 10
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(inciurlin0 l:ull USLs ljronr SA
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rni US 2%
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 92 . The price lisl nlorth that applie5 to an order is rrol a factor in (lelermining,.vhellrer the addilio[al2% discour olr Er]terprise Onlirre Services may tre applied lo 3n ordor- The nnly applicahle factor is ihe ef[eclive date of the Enrol|nent. .
-lhe cliscoont (loes rlot anDly to any extengirrns 01 the initral Tenn o. retretval Enrollmcnts
. The (lscounl (loes rot apply lo any prrxnolional Sl(Us. Enrolled Atfilirlp is entitleal lo llle lo',ver o[ the pron]oliol.ral price or discoLxrted price The price level that applies lo Enrollmellls elleclive olr 0r afler Novenlber ] , 202 I is Level D lor all Iiroiucls.

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

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

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

Micros ln rrral Use On
Rivr:rside County EA Amend 8.7.docx 0 rN,l C l[,l.CPl-OPT.liWK tlt) Anre.lmP! r1r.n,,,d,1 cTLr-cPT.Orr.F'r( EO
f i.to 2 ol2
I
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 93 o'
o l\/icrosoft Volr-rnre l-icensirrg
Enterprise Agreement State and Local
This l/ticrosofl Eoterprise Agreem€nt (Agr€jement") is enlered into belween the entities idenlilied on the signat.rre form. I
Effective date, 'l he etfective date of llris Agieerrent is the earliest elfective date oF any Enrollnrent entered inlo lrn(ler this Agreernenl or lhe date Mjcrosolt accepts lhis Agreenrent, rehiclrever-is earlier This Agreement consists ol (1) these Agreement lerms and conditions, including any arnendrnents and the signature fornr and all altachments identilied therein, (2) the Pro(lLrct Terms applicable to Products licensed under this Agree,nertl, (3) lhe Online Services Terms, (4) arry Alliliate Enrollmenl enlered i|lto rmder thrs Agreement, an(l (5) any order subnritted under this Agrcement.

Please note: Docurnents relerenced in tlris igreemenl but not atlached lo the signature form nray be tound at lrtto.//\,,/ww I nic rosoll.corn/|ccrr sinn/contfacts and are incorporated in tllis Agreement l)y reference, incl(ding the Procluct Tenns and Use Rights. Tlrese documents may contain additional lerms and condilior)s For Prodrrcls licensed under lhis Agreemenl and may be changed irom lime to tine. Customer should review s(ch documenls carefully, bolh at the time o, signing an(l petiodically tlrereafter, and fully urlderstand alllefms and conditions applicable to Products licensed 1, Defirritions,
"Affilaate" rn€ans
a. wilh regard to Custorne/,
(l) any government agency, de'partnenl, oftice, ir)slrumerrfalily, division, unit or other entity of lhe slale or local governrdenl that is stlpervised by or is parl of Custorner. or vrhich srrpervises Customer or ol whicll Cuslomer is a part. or v/lrich is !lnder common supervision ,,, iltr Customer:
(ii) any county. borough. comrironwealth, city, municipality. tolvn. township. speciel purpose . distr-rcl, or other similar typb ol governmental inslrunrentalily established by the laws of Cuslomer's slate and localed whhin Customer's state iurisdiction and geographic boundaries: and
(iii) any other enlity in Custonre'r's state expressly aulhorized by the laws oF Customels stale to purchase under slate co tracts: provided lhal a slate and its Afliliates sh€ll not, for purposes of this delioition, be considered to be Affiliates of the federal govennrenl arld ils Al,iliates; and
b, \irllh regard lo tvlicrosoll, any tergal enlily lhal iricrosott owns, lhat owns Microsofl, or lhat is under csmmofl ownership nilh lvlicrosofl.
"Custor)rer' means the legal enlity that has entered rnlo lhis Aqreemenl with Microsoft t' "Custorner Data" means all dalb, inclLrding all tert. sound, soltrvare, image, or video files thai are providecl to Microsoft by. or on bahall of. an Enrolled Affiliste and its Atfiliates through (rse ot Online $ervices. "day" rneans a calendar day, excepl ,or refelences that specifv "business day" "Enrolled A,filiate" meads ar) e rily, either Custoroer or ar)y or,e of Custo[]efs Afliliates lhal has eltered into an Enrollm€nt under this Agrgement.
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 94 ''Enrollmenl" means tlre docunent tllat an Enrolled Alliliale subnlits under lhis Agreement lo 0lace orders lor Proclucls
Erterprlse" means an Enrolled Aflilrale and thB Alfiliates for which il is responsihle and chooses on ils Enrollmenl lo inclUde ir rts enterprise.
'Fixes'rnearts Producl lixes, rnorJificatior s I or enhancements, or their (lerivatives, thal Microsofl either releases ger'rerally (suclr as Product servrce'packs) or provides lo Customer to address a specilic issue. ''License' rneans {he riglrl lo download, insti . access antl use a Product. For cerlain Products, a Lrcense lnay be available on a lixed torm or subscription basis ("Subscril)lion License"), Licelses for Online Servkes will be consi(lered Subscription Lrcerrses
"[,licrosoft" nleans tl]e Microsoft Alliliale that has en(ered inlo tlris Agreernenl or an Eorollnrent and ils Alliliales. as appropriale
"Online Serviqes" rneans the lVicrosolt-lrostJ<l services idelllitred as Online Seftices in the Product lerms.

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

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

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2. FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 95 Licenses. Ihe types ol Licerrses available are l1) Licenses ohlalned u der Soltr.]are Assurance (L&SA), arrd (2) Subicription Licenses. These Liccnse lypes, as well as additional License Types. are further desciibed in the Producl List.

3. Licenses for Products.

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

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

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

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

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

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

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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 96 4 q. Reorganizations, corlsolidatlons and privatizations. lfthe num ber of ticense s covered Dy an Enrollment charlges by nlore lhan len percent as a result of ('l) a reorganization, consolidatior or privalizatio,i oi al] errtity or an operalirrg divisiol], (2) a privatization ot an Affiliate or an operaling division ol Errrolled Allilial€ or any of its Affrliat€s, or (3) a consolidatior) including a rnerg€r v,/ilh a lhlrd liarly thal has an existing agreemenl or Enrollmenl. MicrosDfl will ,,vork with Enrolled Afiliate in good faitlr to deternine how lo accomrnodale its r:hanged circumslances in the context of ihis Agreenrellt
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Making copies of Products ancl re-imaging rights.
a. Gcrreral. Efirolled Altiliate rnay' nuke as rnany copies of Producls, ss il needs lo distriDute lhem vr'ithi[ lhe EntsrprisB. Copios must be tllre and eornplete (inchrdiflg copyright and lradenrarl rrolices) lrorlr nlaster copies olllaine(l Ftonl a Mtcrosoft approved fulfillntent soIrce Enrolled Affiliale may use a third parly to make these coples, bUt Enrolled Afliliate agrees it $/ill be responsible for any third perty's sc(ions. Enrolled Affiliate agrees lo make teasonable efforls lo notrfy rts employees, agenti aid any olher individuals vJho use the Pro(lucts lltal the Pro(lucls are licensed lronl lvlicrbsofl and subject to the lerms of lhii ngreeDlent. b. Copies for training/eva[rataon and back"rp. For all l]roducts olh€r lhan Online Services.

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

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

Transferring and reassign.ino Licenses.
a. Liconso traDsfers. License lrahsfers are nol permilted, except llrat Customer or an Enro led Afliliate may lransfer only hrlly-phid perpelual l-lcenses tor (i) an Affiliale, or
(ii) a thrrd pa.ty solely irl coine(:tion willr tlre lransFer ol hard\,/are o[ enlployees lo wholll lhe Licenses have been assiooed as trarl oF (A) a privalizaliorr of an Alfiliale or agency or ol an Fagc4oill
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 97 6 operaling drvision o, Enrolled Allrliate or an Afliliate. (Ll) a reorganization, or (Cl a consolidation. I
Upon such transFer Cuslorner:or Enrolled Alfiliate mast uninslall and (lascorttir'tue usirlg the li(:ensed Producl ar)d render ani copres unusable
b. Notilication ot I-icellse Trar rsrcr. E r)rolled Afliliate nn rst nolr fy ltlicr osoll of a Lrcense translet by cornpleling a licenser transfer fornr, which can be oblained [rom htto:,//',!!w/ nlicro sall.conr/lrcensil]fl/r'ror rlr,lcls and sendir'rg lhe conlpleted lotn] to Microsorl belore the LicensE trans,er. No LicensB lransfer lvrll be valid uflless Enrolled Atliliale provides lo ll're lransteree, ar)d lhe transferee accepts ir'] rvriting, docum€nls suFficient lo enable the transferee to ascertair ttre scope, purpose and lirnilations of lhe rights granled by fulicrosoll under tlre licerrses being lransferred (includingthe af,plicable Use Rights. ose and lrallsfer reslrioliDns, u/arranties and lirnitalionsof iabjlity) Any License tralsler not rnade in corrrpliance rrilh lhis seclion ',vill be void I
c. lnternal Assigrrrrrenl of l.icerrses an(l Software Assurance. Licenses and Software Assurance must he assigned lo a single user o[ device wilhin lhe Enterprlse. Licenses anci Soltu/are Assurance may be reassigned within the Enlerprise as described irr lhe Use Riqlrts Term and terminalion.
a. Terir. The lefln oF this Agreenr dnl \ryill be 36 full calendar nronths [ron] lho effective dale ull less terminated by either party a$ described below. Each Enrollmeot wrll have the lerm provided in lhat Enrollment.
tr. T6rrnlnation wilhor.rt cause. Either party nlay lerminate th is Agreement, lvilhout cause, opon 60 da),s'written lroiice. I/I lhe event of lero)inalio.r, new Errrollments vrill not he accepted, blll any existinq Enrollrnent vill continue For the lerm of such Enrollment and will conlinue to De governed by lllis Agreernent.
c. Mkl-tcfln le.mlnallon for noll"hppropriation of Furxls. Enrolled Afftliate nray l,3rminate this AOreement or an Enrolhnent vrithout liability, Fenalty or fu(her obligalion lo make paynlerlts it lunds !o rnake paymenls under lhe Agreement or Errrollment are not approprialed or allocated by the Enrolled Alfiliale fo. such purpose
(1. Terminatior for cause. Wilhout limiling aoy ollrer rernedies il n)ay have. either pany may le nirale an Enrollmenl if lh€i olhsr parly nraterially brBaches its obligations un(ler this Agreemenl, including any obligaliorr to submitorders or pay invoices. Exceptwherethe breach is by its nature nol curable wilhin 30 days, the terminating parly must give the other party 30 days' notice ot its intenl lo terminate aod an opporlunity to cure lhe breaclr. t{ llicrosoft grves such rolice lo an Enlolled AFlilial6, Microsofl also will give Cuslomer a copy ol lhal ootice ard Cuslonrer adrees to help resolve lhe breach. ll lhe b,each aflects olher Enrollnrents and cannot be resolved bety/een Microsolt and En/olled AFflliale, logelher wilh Customel.s help, within a reasouable pe.iod of lime. fulicrosolt may lerntinate this Ag,eement and all Enrollnrents under it. ll an Enrolled Afliliate ceas€s to be Custorner's Affiliate. it tn(st pron)plly nolify Microsolt, and dlicrosoft may terminat€ the lormer Affiliale's Enrollment Il an Enrolled Affiliate tefininates its Enroltnenl as a result of a hreach l]y Microsoft, or if Microsofl ternlinates an Errrollment because Enrolled Affiliale ceases to be Cuslomer's Afllliate, then Enrolled Attilare e./ill har,/e the e;rly ternrination rights described in the Enrollnrent. e, Early teflnination. lf (1) an Enrolled Alliliate teaninales ils Enrollnrenl as a r€sull of a breach by Microsoft, or (2) if l\,Iicrosolt terminates an Enrollment because lhe Enrolled Aftiliate has ceased to lre itn Alfiliate ol Cuslorner. or (3) Entolled Alfiliate terminates an Enrollmenl fol nor)- appropriation of fUnds, or (4) Microsolt lerminates an Enrolluenl for non-payment due lo nonappropriation ol hrrds. then lhe Enrolled Afliliale v,,rlllrave the lollowlog options:
(l) lt may imnr€diately pay the iolal renraining amount due. incl(ding all irlslallmenls, ln u,/hich case the Erirolled nlfiliate will have perpelual rights for 3ll Licenses it has orderedt or h n2(l I ti^( r ( U ril:i LG lE,\lail(l'lor/'lO I i.il P;rlta5ol 1l Tr ,1xtrd,l X2O- lO!O!,
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 98 ( li) lt rnay pay only arrounls due as ol lhe lermination date. in lvhich case lhe Enrolled Afliliate \rill have perpetrral l-iceoses forl
1) all copies of Products (inchrding the latest version ol Products ordered under SA coverage in lhe crrrrent te[n) for which payrnent has been n]ade in full, and 2) lhe nLrmber of coDies of Froducts it has ordered (incl(idiflg llle lalesl version ot ProdLrcts ordered (nder Soflware Assurance coverage in currenl lerm) lhat is proportional to lhe totalbf inslallmenl Dayrireots pai(l versus lolal a,nounls due (paid and payable) if the early terminalion hacl Dol ocourred (iii) llr lhe case oF early lermination un(ler sut'scription Enrollments, Enrolle,i Affiliate will have tlre following oDlions: r
1) For eligible Pro(lucls. Eirolled Alfiliale may oblai.t perpelual Licenses as describe(l in the sectioo of the Enrollment titlecl 'Buy-out optrcn.'provided tha( Microsoft receiv€s the l)u/-oul order for lhbse Licenses wilhin 60 days alter Enrolled Affrliate provides notice of lerli']inalion
2) ln lhe event of a l)rearh t)y Microsoft, il Cuslorner clrooses not to exercise a buy-out oplion. l,licrosoft will isflre Enrolled Altilaite a credil for any amount Daid in advance for Subscription Licenses thal lhe Enterprise will not be able to use to do the lerminalion of the Enrollinent.

Nlothing in this seclion slrall aflect perpetual LlDe[se rights ac(luired eilher in a separate agreernent or in a prlor lerrr of the lefiIlirlated Enfollmeut Eltect of tcrminatlon oI expirailon..V\,/hen at) En/ollment expires or is teftninal€d. (i) Enrolled Aflitale must orderrLicenses for all coDies ol Producls it has.un for which il has lrol previously subnritted 3n brder. Any and allunpaid payments lor any ordsr ol any killd remain due and payable. Excepl as provided ir the s(bsectiorr litled "Early termination, all unpaid paym€nls lor Licenses immedialely become drlo and payable. (ii) Enrolled Aftrliale's ight to Softvare AssLrrance henefits under this Agreement ends if it does nol rertew Sollware As'surance
q, Modllicatlon or lerminallon of an Onllne Service for rcgulatory ,easons. tulicrosoll rrlay rnodily or ternrirrate an Orrline.Service !.rlrere lhere is any ctlrrent or luture ooveoinrent requirenent or obhgation thatr ll1) subjects tlicrosoft to any regulatio,l or requirenrer]l rrot generally applicable Io businesses oporaling in the jurisdictiont (2) presents a hardsllip for lvlicrosoll to continlre operating the Online Service without nrodification; and/or (3) causes Microsoft to believe llrese terms or lhe Online Servic€ may conllict with any such requiremenl or obligation.
lr- Prograrn updates. l'/icrosolt rnay mak€ clranges lo this F,ogram thal will make it necessary for Cuslomer and its Enrolled Afliliales to enlet into new agreemefils and Enrollments al the time ol an Enrollnrent rerewal.
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Use, ownership, rights, aid restrictiot s. -l
a. Pro(lrcts. Unless ollrerwrse specrlied in a sullplentental agreernenl use of any Product is governed by lhe tlse Rights sdecific to each Pr(duct 6lld versioo and by the terms of the applicable supplenrerrtal agreerienl.
b. Fixes. Each Fix is licerrsed under the sao]e ternrs as the ProdUct to which il applies It a Fix is rot nrovided lor a specifk; ProdJcl, any use riglrls tulicrosoll provides with the Fix u,ill apply c. Non-lMlcrosoft soltware ond t€.chnoloUy. Enrolled Aff iliale is sok:ly responsible fo( arry non - Microsofl soflware or technology that il installs or uses wilh lhe Prod!cls or Fixes [AZD l6A(jr tUS) SLGtt,\tGJ/Nov2r,\161 |.nlctori!
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 99 d. Restrictions. Enrolled nffiliale must rot (a d is nol iicensed lo) (1) reverse engineer, deconrpile, or disassemDle any'frroclucl or Fix i2) inslall or use non-Microsofl sofiv/are or technology irr any way lhat would subjed l,Jicr€sofl s intellectual property or technology lo any .
glher license lerms; or (3) wgrk aroun(l any technrcal hnilations in a Product or Fix or restrictions in Prodrict docu|nenlation. Cuslorner must not (and is rot licensed to) () separate and a(lrr pais ol a Producl or Fix on rnoie thaD one clevice, upgrade or dorvngrade parts ol a Product or Fix at di(erent lin, es, or lransfer parts oF a Proclu(:t or Fix separ ately: or (ii) dislribute, sublicense, rer'rl, lease, len(l ani Produc(s or Fixes n'r whole or in llart, or rse lhern lo olfL,f lrosling services lo a tlrkd party.
e. Reservation of rights. Producis and Frxes are protected by copyright and ollrer rnteltecltlal properly righls laws and anterdational treaties. fulicrosofl reserves all riqhts not exptessly granted in this agreemenl. l.lo rights,,vill be granled or irnplie( by vnive( o. estoppel Riglrts lo access or use Soltware on a tevice do not Eive Cuslonrer any right lo implemenl lJicrosoft l)ateots Dr other i,Iicr(,sofl i^tellectual property in lhe device ilself or in any other sollware or devices
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8. Confidentiality.
''Confidenlial lnlormalion'is non-public inlormation that is designated -confidenlial" cr that a reasonable pe,son should understah(l is confidenlial, including Cuslorner Dala. Conlidential lnfoflTlalioll does nol include infornlation that (a) heconres publicly ayailable !vilhoul a breach of lhis agree.nenl, (b) lhe recervng party received lay,rfully frorn anolher sourc€ withoul a con,identiality obllgation, (c) is independenlly developed, or (d) is a comrrenl or suggestion volLrnteered aboul the other parly's business Droducls or serv ces. j
Each parly v,/ill take reasonable sleps to prot€cl lhe other's Confidential lnfornatioo and v,/ill use th€ other party's Confidential lnformalion only for purposes ol lhe parties busirress relationship. Neilher party will disclose thal Confirlenlial lntonnation to lhild parties, excepl lo ils emFloyees. Affiliates, colllraclo/s, advisors and corrsullants {'Represenletives") and then only or) a need-to-know basis under oondisclosrrre olrl€ations al leasl aE prolective as thrs agreemerrt. Edch pany rernains responsiDE for lhe use ol lhe Confidential ln(oflnatiofl by its Represerttatives and, in the e',/ent oI discovery of any rrrrautl]orized use or disclosur€, rnust promplly noity lhe other party.

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

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

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

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

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

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

11. Defense ot third parly claims.

The parties willdefend each other against the third-party clainrs clescribed in lhis seclion afld will pay the amounl ol any resulting adverse final judgnient or approved settlement. but only if the defending parly is l)romplly notified in driting of the claim and has the right to conlrol tlre defel|se and any settlement of it. The party being defendad musl provide the delendir)g party,,./ilh all requesled assistarrce- tnlormalion, and aulhorily. The delending pa.ty r/ill reirnl)urse the other party for reasorlable oul-of-pockel exfreoses it incurs irl ploviding assislance. This sectlor] describes ths parties'sole remedies and er'rlire liabilily for such claims. a. By Microsofi. Microsolt willdelend Enrolled Alliliate againsl any third-party clainr to the exle nl it alleges lhat a Ptodrrct or Fix made available by fvlicrosotl for a lee and used within the scope ot the license granled (unmodified from the fornr provided by Microsoft and not con']bined wilh anylhillg else) ,nisappropriales a lrade secret or direclly inlrioges a palenl, copyright, trademark or othor proprietary riohtof a tbird pady. lf Microsofl is unable lo resolve aclaim of iniingenre[t Lrnder con]mercially reasonable terms. il may, at ils option, eilher (l) rnodity or replace lhe Producl or Fix wilh a lunctional eqtlivalentl or {2) lern)inate Enrolled Alfiliate's license and relund any prepaid license lees {less depreciation on a ftve-year, straiqht-line basis) lor perpelual licenses and any amount paid for Online Services for any usage period afler tlre lenninallon dale. Microsoll r.,/rllnot be liable tor anyclahrs ordamages due to Ertrolled Affiiate's continued use ol a Producl or Frx afler being notrfled lo stop due to a third-party clainl. h. By Enrolled Afrtliate. 'l'o the extent permilted by apl)licable la!v, EnrollBd Affiliate ',villdet€nd i.Iicrosofl againsl any llrird-parly clainr to lhe extent it alleges lhat: (l) any Custon]er Data or I
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 101 non-Miurosoft sa,nwate hosted in an Online.Service by lvlicroson on Ellrolled Afflliale's behall misappropriates a lrade secrel or directly infringes a pateot, copyright, lradernarl(, or othet proprietary riglrl of a lhird pally, or (2) Enrolled Affiliate's use o[ ary P.o(l(icl or Fix, alone or irr coml)inalion \vith anything else. violates the la,, or darnages a lhird parly

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

13. Verifying comptiance.

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

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

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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 103 n. Fr€e Producls. ll is Microsofl'd intent that the terms olthis Agreement and the Use Righls be rn corrplrance with all applrcatle lederal law and regulations. Any free Product provided to Enrolled Allilrale is lor the sole ise and henefit ol lhe Enrolled Alliliate, and is rot provided for' use by or personal benefit of anry specific governrnent enrployee o. Voluntary P.oducl n ccessibitity Terlrplates. lrlicrosolt supports the governrnerlts obligaliDr'1 lo provide accessible technoloiies to its citizenri witlr disabillties as required bV Seclion 508 ol lhe Rehabililation Act of 1973. aod its stale lav/ counterparts. The Vo[rntary Producl A.cessil)ality Ternplates ('VPATS") for the [,licrosofl technologies used i0 providir)g the Orline Services can be found at fiilicrosofl's VPAT page. Further informalion regarding lvtcrosoft's conrnrilmer'rl to accessibility can be foUnd at lttp-.&rjglljiqgggjlgg&ElEUlg. p. Natural disaster. Ir ltre event ol a 'halural disaster, l,licrosofl ryray provide additional assjslance or rights by posting them on lr!tp.4a{.g&!IgSsd!@!f al such lime q. Copyrlghl vlolatioD. Except Es set forlh in lhe seclion above entilled Transfelling and re.lssigning Licenses", the Enrolled n ffiliate agrees lo pay for, and comply with the terrns of lhis Agreernenl and lhe use Rights, for the Proclricts il uses. Except lo lhe extBnt Eorolled Affilial€ rs licensed Lrrder llris Agreenllnl. il \.rill be responsibie lor ils breach ol this conlract and violation of Microsoft's copyrighl in the Products. including paynent of License lees specified in this Agreernent for unlicensed use.

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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 104 El 'Vli,,roro1q Vo lr.r rrrr: l-ic.crrs i nc1
supp lemental Contact lnformation Forrn
This lorm cal] be used ln combinalioh wilh [IBSA. Agree,nerrt, and Er]rollrnenti Regisl.ation l.lowever, a 6eparale form must l)e submrited tor each enrollment/reoistration. $ten mole lhan ooe is submilled on a signature ,orm. For lhe purposes ot tlris torm. 'entity" can mean lhe signing enlily, Cuslomer, Enrolled Alfiliate, Goverurert Pa(ner, lrlslitu(ron, or ollre/ parly enlerirlg inlo a volurne licensinq progrern agreemerrt. Primary and Notices contacts in this fonn will not apply lo enrollments or regislrations.

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

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

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

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

2. Soflwarc Assurance manbger.

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

Name ol entity' Cour)ly of Rrverside
Contacl narne': First Regina l-ast Funderburk
Contact Bmail address' RFunderburk@ vco.org
Street address' 3450 14th Slreet. 4th Floor
City^ Riverside State/Province' Calilorlua Postal co(le' 92501'3Eti I lirFC llxcrliloF o,rn0.lA,Illl))( Erl(:; ){(,r it 20 r l) r'rQa I d( :l I
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 105 Country'USA
Phqne' 951-955-22{i5 Fax
E lhis contact is a third l)arly (rrot tlre errlity). Warning This conlact receives Personally identifiable inlormalio,) of the enlity.

3. Subscriptionsmanager.

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

4. Online seruices manager.

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

5. Custorner Support Manager (CSM).

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

6. Primary cantact information.

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

Name of antity' Counly of Rive16ide
5opcDl1racrtrrloFor,n(NA.rl,JUl(EN{i)U,)nl2i11x) Paqc 2 Lll :l FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 106 Conlact narne': First Jirn Last Srrtlh
Contact emall add.ess' [email protected],org
Street address' 3450 14th Street. 4th Floor
City' Riverside Slate/Provlnce' CA Postal code' 9250'l-3861 Country^ US
l)hore' 951 -231 "5909 Fax

7. Notices contact and online administrator informatlon.

This irldividual receives orline adori[islrijtor permissions ar]d rriry gralt onlrr]e access k] olhers. This contacl also receives all notices
E San)e as /rrrnary coirlacl
Name ol cnllty'
Contacl narn€"i FiIst Last
Contacl entall address,
Strccl a(ldreis'
Clty' State/Province' Postal code"
Country'
Phone" Fax
l] This contacl is a third parly (not lhe entity). Warning: This colllact receives petgonally identifisble inlornlation ol lhe entily,
Sud:oltacltrk,F(, r(NA.rrI))r:r.r(ilr(rcr?,r r } Fnge :r nl 3 FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 107 Select Plus Agreement x20-04874
<Choose Agreement> Document Number or Code
<Choose Agreement> Document Number or Code
<Choose Aqreement> Document Number or Code
<Choose Agreement> Document Number or Code
Select Plus Affiliate Registration Form x20-04921
<Choose EnrollmenURegistration> Document Number or Code <Choose EnrollmenURegistration> Document Number or Code <Choose EnrollmenURegistration> Document Number or Code <Choose EnrollmenURegistration> Document Number or Code Document Description Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
Document Description Document Number or Code
Document Description Documenl Number or Code
!l Microsoft
Program Signature Form
Volume Licensing
MBA/MBSA number Proposal lD
Agreemeni number
Noto: Enter the applic€ble active numb€6 associated wilh the documents below. Microsofl roquires the s3sociated active number be indic€ted horD. or lisled below as nery.

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

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

Contract Document Number or Code
Customer
BY
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 108 Microsoft Licensing, GP
Printed First and Last Name
Printed Title
Signature Date
(date [4icrosofi Aftiliate countersigns)
Signature
Effective Date
(may be different than Microsoft's signature date)
Microsoft Affiliate
Name of Entity (must be legal entity name)'
Signature'
Optional 2nd Customer signature or Outsourcsr signature (if applicable) * indicates required lield
" indicates required field
lf Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form.

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

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

Signature Date*
ProgramSignForm(MSSign)(NA,LatAn)ExBRA,MLI(ENGXOcl20l 2) Page 2 of 3 Customer
Printed Fi6t and Last Name'
Printed Title*
Signature Date*
Outsourcer
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 109 Prepared By: Name of Preparer
Email of Preparer
ProgramSignFolm(MSSign)(NA LatAm)ExBRA,MLI(ENGXOct20l 2) Page 3 of 3 FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 110 !I Microsoft
Select Plus License Program Agreement State and Local
Contents

1. 2.

3. 4.

5. 6.

7. 8.

9. 10.

11. 12.

13. 11.

15. 16.

17. 18.

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

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

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

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

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

DefiniUons..........

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

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

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

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

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

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

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

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

How to order Product Licenses. ...

Warranlies. .-.,.....

1. Definitions.
ln this agreement the following definitions apply:
"Affiliate" means
a. with regard to Customer
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 111 (iii) any other entity in Customer's state expressly authorized by the laws of Customer's state to purchase under stale contractsi provided that a state and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates; and
b. with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is under common ownership with Microsoft
"available' means, with respect to a Product, thal Microsoft has made Licenses for that Product available for ordering under a particular licensing program;
"Commercial Product' means any Product Microsoft makes available for license for a fee; "Contractor' means any lhird party supplier or other provider of computer technology or related services. "Customer" means the entity that has entered into this agreement and its Affiliates; "Customer Data" means all data, including all text, sound, software,or image files that are provided to Microsoft by, or on behalf of, Customer through Customer's use of the Online Services. "Fixes" means Product fixes, modifications or enhancements or their derivatives that Microsofl releases generally (such as Commercial Product service packs);
"License' means Registered Affiliate's right to use the quantity of a Product ordered. For certain Products, a License may be available on a subscription basis ("Subscription License"). Licenses for Online Services will be considered Subscription Licenses under this agreement; "L&SA" means a License and Software Assurance for any Product ordered; "Microsoft" means the Microsoft entity that has enlered into this agreement by accepting Customer's registration;
'Order' means the documenl Customer or Customefs Affiliate submits under this agreement to acquire Licenses or Services:
"Online Services' means the Microsoft-hosted services identified in the Online Services seclion of the Product List.
"Product" means all software, Online Services and other web-based services, including pre-release or beta versions, identified on the Product List.
"Product List" means, with respect to any licensing program, the statement published by Microsoft from tlme to time on the World Wide Web al htto://www.microsolt.com/licensino/contracts, or at a successor site that Microsoft identifies, which identifies the Products that are or may be made available under the program (which availability may vary by region) and any Product-specific conditions or limitations on the acquisition of licenses for those Products;
"Product Use Rights'means, with respect to any licensing program, the use rights for each Product and version published for that licensing program at htto ://www. m icrosof t. m/licensinq/contracts orata successor site.
"Qualifying Contract," means (1) an Enterprise Enrollment under a Microsoft Enterprise Agreement; (2) any Enterprise Subscription Enrollment entered into under a Microsoft Enterprise Subscriplion Agreement, or a Select Agreement.
"Registered Affiliate" means an entity, either Customer or any one of Customer's Affiliates, identified on an affiliate registration form that has been accepted by Microsoft and has submitted an Order under this agreement;
"Reseller" means a large account reseller authorized by Microsoft to resell Licenses in a Registered Affiliate's region under this program;
'Service Level Agreement" means the document specifying the standards Microsoft agrees to adhere to and by which it measures the level of service for an Online Service.

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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 112 "Software Assurance" means an annuity offering that provides new version rights and other benefits for Products as described in the Product List;
"Trade Secret' means information that is not generally known or readily ascertainable to the public, has economic value as a result, and has been subject to reasonable steps under the circumstances lo maintain its secrecy.
'use" or "run' means to copy, install, use, access, display, run or otherwise interact.

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

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

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

3. How to establish price level.

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

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

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

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

FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 113 c. When Licenses become perpotual.
(i) License only. Registered Affiliate's right to run copies of any Product for which it orders only a License is temporary until the Registered Affiliate has paid for that License in full and Microsoft has collected such payrnent. Thereafter, Registered Afiiliate will have a perpetual License to run the number of copies ordered in the version ordered. (ii) L&SA or Software Assurance. Registered Affiliate's right to run copies of any Product for which it orders L&SA or Software Assurance is temporary until:
1) the Registered Affiliate has paid all installments of the price for such coverage and the Order or renewal term during which such Product Licenses were ordered has expired or been renewed or
2) the Registered Affiliate is otherwise eligible for perpetual Licenses as provided in this agreement.

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

How to know what Product Use Rights apply.
a. Product Use Rights. Microsoft publishes Product Use Rights for each version of each Product. The latest version of the Product Use Rights is available at bttp1u4 4ry.m1qasafl.aoln4eersr!-s1eantraets.
(i) Product Use Rights for current and future versions of Products. The Product Use Rights in effect on the effective date of the agreement will apply to all Registered Affiliates' use of then-current versions of each Product, regardless of the date of the Order. For future versions, the Product Use Rights in effect when those future versions are first released will apply. ln both cases, subsequent changes made by Microsoft to the Product Use Rights for a particular version will not apply to Registered Affiliates' use of that version.
(ii) Product Use Rights for earlier versions (downgrade). lf a Registered Affiliate runs an earlier version of a Product than the version lhat was cunent on the agreemenl effective SelectPlus20l2AgrGov(US)SLG(ENG)(OcU0I 2) Page 4 of 16
Document )(2G04874
5 FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 114 6 How to order Product Licenses.
a. Placing Orders. Registered Affiliate may purchase Licenses and Online Services Microsofl makes available under this program by placing Orders with Registered Affiliate's authorized Reseller. The price and payment terms for all Orders will be determined by agreement between Registered Affiliate and its Reseller. When placing orders, a Registered Affiliate must specify the country or countries where the Registered Affiliate will use the Licenses.

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

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

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

FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 115 Changing a Reseller. l, Microsoft or the Reseller chooses to discontinue doing business with one another, Registered Affiliate must choose a replacement Reseller. lf Registered Affiliate or Reseller intends to terminale their relationship, the initiating party must notify Microsoft and the other using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effecl.

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

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

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

FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 116 Term and termination.
a. Term. This agreement will remain in effect unless it is terminated by either party as described below.
b. Termination without cause. Either party may terminate this agreement without cause upon 60 days written notice. Such termination will merely terminate either party's and its Registered Afflliates' ability to place Orders under this agreement. Such termination will not affect any Orders not otherwise terminated, and any terms of this agreement applicable to any Orders not otherwise terminated will continue in effect with respect to that Order. c. Mid-term termination for non-appropriation of Funds. Enrolled Affiliate may terminate this agreemenl or an Enrollment without liability, penalty or further obligation to make payments if funds to make payments under the agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. d. Termination for breach. Either party to an Order may terminate it if the other party materially breaches its obligations under this agreement, including any obligation to pay amounts owed. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice and opportunity to cure. lf Microsoft gives such notice to a Registered Affiliate, Microsoft will give Customer a copy of that notice as well and Customer agrees to assisl in attempting lo resolve the problem. lf the problem also affects other Affiliate registrations and cannot be resolved between Cuslomer and Microsoft within a reasonable period of time, l\4icrosoft may also terminate this agreement and all other Affiliate registrations under it, unless the basis for termination of the registration is non-appropriation of funds to the registered affiliate, in which event Microsoft may only terminate the affected registration(s). lf a Registered Affiliate ceases to be an I
SelectPlus20l 2AgrGov(US)SLG(ENGXOct20l 2) Page 7 of 16 Document )(20-04874
your state's jurisdiction and geographic boundaries; and (iii) any other entity expressly authorized by the laws of your state lo purchase under state contracts, or (b) an unaffiliated third party in connection with a privatization of an affiliate of agency as set forth in (a) above or of an operaling division of the Enrolled Affiliate or one if its affiliates as set forth in (a) above, a reorganization, or a consolidation.

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

FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 117 Affiliate ot Customer, Customer must promptly notify Microsoft of this fact, and Microsoft may terminate the divested Registered Affiliate's registration. e. Affiliate termination. lf (1) a Registered Affiliate terminates its registration as a resull of a breach by Microsoft, or (2) if Microsoft terminates Registered Affiliate's registration because it has ceased to be an Afliliate of Customer, or (3) Registered Affiliate terminates a registration for non-appropriation of funds, or (4) Microsoft terminates a registration for non-payment due to non-appropriation of funds,, then the Registered Affiliate will have the following options with regard to any Orders it has under the agreement:
(i) For Licenses available on a perpetual basis, it may immediately pay the total remaining amount due, including all inslallments, in which case the Registered Afiiliate will have perpetual Licenses for all copies of the Products it has ordered, or (ii) lt may pay only amounts due as of the termination date, in which case the Registered Affiliate will have perpetual Licenses for:'
1) all copies of all Products for which payment has been made in full (including the lalest version of Products under Software Assurance coverage), and 2) the number of copies of Products it has ordered (including the latest version of Products under Software Assurance) for which payment has been made in installments that is proportional to the total of payments made versus total amounls due if the early termination had not occurred.

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

10. How to renew an Order.

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

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

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

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

SelectPlus20'l 2AgrGov(US)SLG(ENGXOct201 2) Page 8 of 16 Document )O0-04874
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 118

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

12. Confidentiality.

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

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

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

SeleclPIus201 2AgrGov(US)SLG(ENG)(Oct2012) Page I of '16 Document Y'20-04874
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 119 (ii) Security precautions. Subject to the other terms of this agreement, each party agrees:
1) to take reasonable steps to protect the other's Confidential lnformation - these steps must be at least as protective as those the party takes to protecl its own Confidential lnformation;
2) to notify the other promptly upon discovery of any unauthorized use or disclosure of Confidential lnformation; and
3) to cooperate with the other to help regain control of the Confidential lnformation and prevent further unauthorized use or disclosure of it.
(iii) Sharing Confidential lnformation with Affiliates and representatives. 1) A "Representative" is an employee, contractor, advisor, or consultant of one of the parties or of one of the parties' Affiliates.
2) Each party may disclose the other's confidential informalion to its Representatives (who may then disclose that Confidential lnformation to other of that party's Represenlatives) only if those Representatives have a need to know about it for purposes of the parties' business relalionship with each other. Before doing so, each party must:

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

13. Warranties.
a. Limited warranty. Microsoft warrants that:
(i) Online Services will perform in accordance with the applicable Service Level Agreement; (ii) Products other than Online Services will perform substantially as described in the applicable Microsoft user documentalion; and
b. Limited warranty term. The limited warranty for:
(i) Online Services is tor the duration of Customer's use of the Online Service, subject to the notice requirements in the applicable Service Level Agreement; SelectPlus20l2AgrGov(US)SLG(ENGXOcl201 2) Page 10 of 16 Document )(2G04874
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 120 Defense of infringement, misappropriation, and third party claims. a. Microsoft's agreement to ptotect. Microsoft will defend Enrolled Affiliate against any claims made by an unaffiliated third party that any Product or Fix that is made available by Microsoft for a fee infringes that party's patent, copyright, or trademark or makes unlawful use of its Trade Secret. Microsofl will also pay the amount of any resulting adverse final judgment (or settlement to which Microsoft consents). This section provides Enrolled Affiliate's exclusive remedy for these claims.
b. Limitations on defense obligalion. Microsoft's obligations will not apply to the extent that the claim or award is based on:
(i) Customer Data, non-Microsoft software, modifications Enrolled Affiliate makes to, or any specifications or materials Enrolled Affiliate provides or makes available for, a Producl or Fix.;
(ii) Enrolled Affiliate's combination of the Product or Fix with a non-Microsoft product, data or business process; or damages based on the use of a non-N4icrosoft product, data or business process; ;
(iii) Enrolled Atfiliate's use of either Microsoft Trademarks or the use or redistribution of a Product or Fix in violation of this agreement or any agreement incorporating its terms or;

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

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

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

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

FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 121 (iv) Enrolled Affiliate's use of a Product or Fix after Mlcrosoft identifies Enrolled Affiliate to discontinue that use due lo a third party claim.

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

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

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

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

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c
FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 122

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

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

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

PROFITS, REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS

INFORMATION ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED

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

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

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

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

FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 123 unlicensed use, Microsofl will not undertake another verification of the same Customer for at least one year. By exercising lhe righls and procedures described above, Microsoft does not waive its righls to enforce this agreement or to protect its intellectual property by any other means permitted by law.

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

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

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

FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 124 f. Applicable law; dispute resolution. The terms of this agreement will be governed by the laws of Registered Affrliate's stale, without giving effect to its conflict of laws. Disputes relating to this agreement will be subject to applicable dispute resolution laws of Registered Affiliate's state.
g. This agreement is not exclusive. Customer is free lo enter into agreements to license, use or promote non-Microsoft software.
h. Entire agreement. This agreement, the Product List, all registrations under this agreement, and the Product Use Rights constitute the entire agreement concerning the subject matter and supersede any prior or contemporaneous communicalions. ln the case of a conflict between any of these documents that is not resolved expressly in the documents, their terms will control in the following order: (1) lhese terms and conditions and the accompanying signature form; (2) the Product List; (3) the Product Use Rights; (4) all registrations under this agreement; and (5) all Orders submitted under this agreement. The terms of any purchase order or any general terms and conditions Customer maintains do not apply. i. Survival. Provisions regarding ownership and License rights, fees, Product use rights, restrictions on use, evidence of perpetual Licenses, transfer of Licenses, warranties, defense of infringement and misappropriation claims, limitations of liability, confidentiality, compliance verification, open source license restrictions, obligations on termination or expiration and the other provisions in this section entitled "Miscellaneous' will survive termination or expiration of this agreement and of any agreement in which they are incorporated. ,. No transfer of ownership. Microsoft does not lransfer any ownership rights in any licensed Product. Nlicrosoft reserves all rights not specifically granted. The Products are protected by copyright and other intellectual property rights laws and intemational treaties. k. Free Products. lt is Microsofl's inlent that the terms of this agreement and the Product Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Registered Affiliate is for the sole use and benefll of the Registered Affiliate, and is not provided for use by or personal benefit of any specific government employee. l. Amending the agreement. This agreement (except the Product List and the Product Use Rights) can be changed only by an amendment signed by both parties. m. Resellers and other third parties cannot bind Microsoft. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. n. Privacy and Security. Microsoft and Enrolled Affiliate will each comply with all applicable privacy and data protection laws and regulations (including applicable security breach notification law). However, Microsoft is not responsible for compliance with any laws applicable to Enrolled Affiliate or Enrolled Affiliate's industry that are not also generally applicable lo information technology services providers. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this agreement. Enrolled Affiliate may choose to provide personal information to Microsoft on behalf of third parties (including Enrolled Affiliate's contacts, resellers, distributors, administrators, and employees) as part of lhis agreement. Enrolled Afllliate will obtain all required consenls from third parties under applicable privacy and data protection law before providing personal information to Microsoft.

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

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

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

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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 127 !! ruicrosoft Volume Licensing
Program Signature Form
MBA/MBSA numbor Proposal lD
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Note: Enter lhe applicabh adive numb€,s associated wlth th€ docum€nts below, Microsolt Equires the a3sociat6d adiv€ nlmber be indicated hErE, or lbt€d below as De!v.

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

By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and undersEnd the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. ' indicates rcquired field BY' rhl
ProgralnSignFoIm(MSSign)(NA,LatAm)ExBRA,MLI(ENGXO.@01 2) Page 1 of 3 Select Plus Agreement )ao-Ma74
<Choose Agreement> Document Number or'Code
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FIN:190-10H:\COMMON\ITFLR\Council\2026\05 19 26 Attach 1 Riverside County Piggyback Agreement.pdf Page 128 Microsoft Licensing, GP
Mlcrosofr Lhensing, cP
JUL 2 3 20t3
Anthony Oulaney
Printed Flrst and Last Name
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lf customer requires physical media, additional contacts, or is reporling multiple previous Enrollments, include the appropriate form(s) with this signalure form After this signature form is signed by lhe customer, send it and.lhe contract Documents to custome/s l't'"r*i pr,i""1. oi Microson iccouni manager, who must submit them to the following address. When in" ii';iture torrn is tutty executed by Microioft, Customer will receive a confirmation copy Mlcrosoft Ltcensing, GP
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 8951 1-1 137
USA