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Item 23 - Amend an Agreement for Volume Licensing/Maintenance for Microsoft Software/Products
Information Technology www.santa-ana.org/IT Item # 23 o`7, City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report January 17, 2023 TOPIC: Amend an Agreement for Volume Licensing and Maintenance for Microsoft Software and Products AGENDA TITLE: Approve and Amend a Three-year Agreement for Volume Licensing and Maintenance for Microsoft Software and Products through Software One, Inc. for an Amount not to Exceed $1,500,000 (Non -General Fund) RECOMMENDED ACTION Approve and amend an agreement to renew licensing solution provider agreement with Software One, Inc. for the purchase of Microsoft software licenses, for a three-year period, beginning February 1, 2023, through January 31, 2026, in the amount not to exceed $1,500,000, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The City of Santa Ana licenses many products from Microsoft Corporation. The City's core software infrastructure is based on Microsoft's desktop, server, collaboration and development products. The Microsoft Enterprise Agreement positions the City to continue to acquire product licenses at a volume discount. The risk from the liability of using unlicensed Microsoft products could be monetarily very large. Purchasing a Microsoft enterprise volume license for the entire organization is a cost effective means for managing Microsoft software as a resource and greatly simplifies licensing by requiring a single transaction to acquire licenses for the City. In addition, the enterprise volume license allows the City to obtain software assurance, which will provide the City with the legal right to continue to receive the current version of some Microsoft products used by the City, including our Exchange Server, SharePoint Server, Windows Servers, and SQL Server databases. The City is opting to not maintain software assurance on the MS Office Suite of products in anticipation of moving to Office 365 within the next three to five years. The City of Santa Ana purchases Microsoft software licenses through a joint, volume Amend an Agreement for Volume Licensing and Maintenance for Microsoft Software and Products January 17, 2023 Page 2 licensing program known as the County of Riverside's Microsoft Enterprise Agreement (`MSEA'). This request is for a renewal of the City's MSEA. The County of Riverside's master agreement with Microsoft (exhibits 1), is based on participation of any county, city, and special district in the state. The very large volume of Microsoft products used by these statewide agencies has allowed the County of Riverside to obtain deep discounts for these products which in turn are passed on to agencies participating under this master agreement with Microsoft. Specifically, this is a request for the City to participate in the volume licensing and support services agreement for Microsoft Product Licensing and Maintenance as described in the Riverside County Microsoft Enterprise Agreement (MSEA), effective November 1, 2019. The City's participation under this agreement will ensure the City the lowest pricing for Microsoft licensing and support services. Acting as Microsoft's reseller for the agreement will be Software One, Inc. The County of Riverside conducted a competitive process among ten firms qualified to serve as the Licensing Solution Provider (LSP) under the County of Riverside / Microsoft agreement. In summary, staff requests City Council approval of a three-year enterprise volume licensing agreement and a three-year Select program agreement with Microsoft Licensing, GP, using the terms and conditions set forth by the County of Riverside, California using Software One, Inc. as the Licensing Solution Provider. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT The current year budget includes funding for the FY 2022-23 expected cost of $500,000. Within the Information Technology Data Center Software Maintenance & Support, account 10920147-62306. Funding for future fiscal years will be included in the proposed budgets for City Council consideration. The annual amount fluctuates to support changes in City business operations. The table below indicates an estimate of what may be required, allowing for growth. Fiscal Year Amount 2022-23 $500,000 2023-24 $500,000 2024-25 $500,000 2025-26 $0 Amend an Agreement for Volume Licensing and Maintenance for Microsoft Software and Products January 17, 2023 Page 3 EXHIBIT(S) 1. County of Riverside Master Agreement PSA-0001530 2. Microsoft Enterprise Enrollment Forms 3. Software One, Inc. Licensing Solution Provider Agreement Submitted By: Jack Ciulla, Chief Technology Innovations Officer Approved By: Kristine Ridge, City Manager COUNTY OF RIVERSIDE AMENDMENT NO. 1 TO THE LICENSING SOLUTION PROVIDER AGREEMENT WITH Software One, Inc. Original Contract Term: 11/01/2019 through 10/31/2021 Original Contract ID: PSA-0001530 Effective Date of Amendment: 04/01/2020 Original Annual Maximum Contract Amount: $0 Amended Annual Maximum Contract Amount: $0 This AMENDMENT NO. I TO THE LICENSING SOLUTION PROVIDER AGREEMENT with Software One, Inc. ("First Amendment"), dated as of 01 April 2020, is entered into by and between the County of Riverside ("COUNTY'), a political subdivision of the State of California, and Software One, Inc. ("CONTRACTOR"), a Wisconsin corporation, sometimes collectively referred to as the "Parties". RECITALS WHEREAS, COUNTY and Microsoft Corporation ("Microsoft") have entered into that certain Microsoft Enterprise Agreement (Master Agreement No. 8084445; the "Master Agreement"), effective August 23, 2019, under which COUNTY has the ability to enter into one or more enrollments to order certain Microsoft product licenses; WHEREAS, CONTRACTOR and COUNTY entered into the aforementioned Licensing Solution Provider Agreement Number PSA-0001530 (the "Agreement") to provide support services to COUNTY and its Enrolled Affiliates (as defined in the Master Agreement) for said licenses; and WHEREAS, COUNTY and CONTRACTOR now desire to amend the Agreement for the first time to extend the period of performance of the Agreement. NOW, THEREFORE, for good and valuable consideration the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows: 1. The above recitals are true and correct, and are incorporated herein by reference. 2. Section 4 of the Agreement is hereby deleted in its entirety and replaced with the following: "This Agreement shall be effective from November 1, 2019 through October 31, 2024, unless terminated earlier (the "Term")." 3. Section 9 of the Agreement is hereby deleted in its entirety and replaced with the following: "Usage Reporting: CONTRACTOR will provide to COUNTY the Licensed Support Provider (LSP) Reporting of Active Enrollments to Master Microsoft Enterprise Agreement No. 8084445, Select Plus Agreement No. 7756479, Microsoft Premier, Unified, and MCS Support services, showing a list of enrollments by December 15th of each year. Forms shall be submitted electronically to MasterMicrosoftAdmin@rivco.org. A copy of the form is attached hereto as Exhibit D and incorporated herein by reference." 4. Capitalized Terms/Amendment to Prevail. Unless defined herein or the context requires otherwise, all capitalized terms herein shall have the meaning defined in the Agreement, as heretofore 1 BOS agenda #3.16 Approved 22 October 2019 Form #116-311 Revision hate: 01/13/2016 RCIT 3450 141h Street, Riverside, CA 92501 COUNTY Ol" RIVERSIDE AMENDM NTNO, I TO THE-1 LICENSING SOLUTION PROVIDER AGREEMENT WITH Soliware One, Inc. amen(led. The provisions of coilnicting provisions of the remaining provisions thereof: this first Amendment shall prevail over any inconsistency or Agreement, as hcrctofore amended, and shall stlppicnlellt the Miscellaneous. Except as anicllded or modified hel'cin, all the terms of the Agrecinut shall "enroll in full force and effect and shall apply with the same force and of Pect. Time is of the cssence in this i irst Amen(Iplent and the Agreement and each and all of their respective provisions. Slll)Icct to the provisions of the Agivenlent ns to assignment, the agreelilelltti, conditions and provisions herein contained shall apply to and bind the heirs, executors. UdIll ill iStr(ItorS, succcssnrs and assigns of the parties hereto. If any provisions of this first Amendment or the Agreement shall be determined to be illegal o" Unenforceable, such determination shall not affect any other provlsioll oTthe Agreement and all such other provisions shall remain in Full force and effect. The language in all parts of tllc Agreement shall be construed according; to its normal and usual meaning all([ not strictly for or against either COUNTY or CONTRACTOR. G. Effective Dale;. 'I'his First Amendment shall not be binding oi, collstimmated until its approval by the Riverside County Board of Supervisors and fully executed by the Parties. IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to Vxecute this first Amendment. C:OUNTV OF RIVERSIDE, a political subdivision f he State o 'Califo"tlia By: Richard R. Hai Setlio" Procurement Contract Specialist Dated: _-1 Z, YZZez� APPROVED AS TO FORM: Gregory P. Priamos COMA)' CCo}tulscl 13v: `�usanna Oh Deputy County Counsel Bos agenda 113.16 Approved 22 Qclober 2M Form Wl 16-311 Revision Dale: 01113t2016 software Otte, itle., a Wisconsin corporation Margarita Apodaca Operations Analyst RCr0450 144^ Street, Riverside, CA 92501 ■� Microsoft Program Signature Form MBAIMBSA number Agreement number 8084445 Volume Licensing 5-0000009428063 Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new. For the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below. 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. Name of Entity (must be legal entity name)* City of Santa Ana Si gnature* Printed First and Last Name* Printed Title Signature Date* Tax ID * indicates required field ProgramSignForm(MSSign)(TVA,LatAm)ExBRA,MLI(ENG)(May2020) Page 1 of 2 Document X20-12883 Microsoft Corporation Signature sG�lYGey sy�lJi�{gy Shirley Snyder Printed First and Last Name Microsoft Corporation Authorized Signatory Printed Title Signature Date (date Microsoft Affiliate countersigns) 12/05/2022 Agreement Effective Date (may be different than Microsoft's signature date) Optional 2nd Customer signature or Outsourcer signature (if applicable) Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* * indicates required field Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* * indicates required field If Customer requires additional contacts or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form. After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy. Microsoft Corporation Dept. 551, Volume Licensing 6880 Sierra Center Parkway Reno, Nevada 89511 USA ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020) Page 2 of 2 Document X20-12883 MO! Microsoft Enterprise Enrollment Enterprise Enrollment number g1632767 (Microsoft to complete) Previous Enrollment number 73367119 (Reseller to complete) Volume Licensing Framework ID (if applicable) State and Local This Enrollment must be attached to a signature form to be valid. This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature form. This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4) the Product Terms, (5) the Online Services Terms, (6) any Supplemental Contact Information Form, Previous Agreement/Enrollment form, and other forms that may be required, and (7) any order submitted under this Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement. By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement. All terms used but not defined are located at http:llwww.microsoft.comAicensing/contracts. In the event of any conflict the terms of this Agreement control. Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates. If this Enrollment is renewed, the effective date of the renewal term will be the day after the Expiration Date of the initial term. Otherwise, the effective date will be the date this Enrollment is accepted by Microsoft. Any reference to "anniversary date" refers to the anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in effect. Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months from the effective date of the initial term. The renewal term will expire 36 full calendar months after the effective date of the renewal term. Terms and Conditions 1. Definitions. Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The following definitions are used in this Enrollment: "Additional Product" means any Product identified as such in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. "Community" means the community consisting of one or more of the following: (1) a Government, (2) an Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a Government or a qualified member of the Community, or (3) a Customer with Customer Data that is subject to Government regulations for which Customer determines and Microsoft agrees that the use of Government Community Cloud Services is appropriate to meet Customer's regulatory requirements. EA20201EnrGov(US)SLG(ENG)(0ct2019) Page 1 of 10 Document X20-10635 Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government Community Cloud Service. "Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services, except as noted. "Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products must be licensed for all Qualified Devices and Qualified Users on an Enterprise -wide basis under this program. "Expiration Date" means the date upon which the Enrollment expires. "Federal Agency" means a bureau, office, agency, department or other entity of the United States Government. "Government" means a Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental capacity. "Government Community Cloud Services" means Microsoft Online Services that are provisioned in Microsoft's multi -tenant data centers for exclusive use by or for the Community and offered in accordance with the National Institute of Standards and Technology (NIST) Special Publication 800-145. Microsoft Online Services that are Government Community Cloud Services are designated as such in the Use Rights and Product Terms. "Industry Device" (also known as line of business device) means any device that: (1) is not useable in its deployed configuration as a general purpose personal computing device (such as a personal computer), a multi -function server, or a commercially viable substitute for one of these systems; and (2) only employs an industry or task -specific software program (e.g. a computer -aided design program used by an architect or a point of sale program) ("Industry Program"). The device may include features and functions derived from Microsoft software or third -party software. If the device performs desktop functions (such as email, word processing, spreadsheets, database, network or Internet browsing, or scheduling, or personal finance), then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program functionality; and (2) must be technically integrated with the Industry Program or employ technically enforced policies or architecture to operate only when used with the Industry Program functionality. "Managed Device" means any device on which any Affiliate in the Enterprise directly or indirectly controls one or more operating system environments. Examples of Managed Devices can be found in the Product Terms. "Qualified Device" means any device that is used by or for the benefit of Enrolled Affiliate's Enterprise and is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running Windows Pro locally (in a physical or virtual operating system environment), or (2) a device used to access a virtual desktop infrastructure ("VDI"). Qualified Devices do not include any device that is: (1) designated as a server and not used as a personal computer, (2) an Industry Device, or (3) not a Managed Device. At its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is used by or for the benefit of the Enrolled Affiliate's Enterprise as a Qualified Device for all or a subset of Enterprise Products or Online Services the Enrolled Affiliate has selected. "Qualified User" means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms. "Reseller" means an entity authorized by Microsoft to resell Licenses under this program and engaged by an Enrolled Affiliate to provide pre- and post -transaction assistance related to this agreement; "Reserved License" means for an Online Service identified as eligible for true -ups in the Product Terms, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation. EA20201 EnrGov(US)SLG(ENG)(0Ct2019) Page 2 of 10 Document X20-10635 "State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state's jurisdiction and geographic boundaries. "Tribal Entity" means a federally recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe. "Use Rights" means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site and updated from time to time. The Use Rights include the Product -Specific License Terms, the License Model terms, the Universal License Terms, the Data Protection Terms, and the Other Legal Terms. The Use Rights supersede the terms of any end user license agreement (on -screen or otherwise) that accompanies a Product. "Volume Licensing Site" means http://www.microsoft.com/licensing/contracts or a successor site. 2. Order requirements. a. Minimum order requirements. Enrolled Affiliate's Enterprise must have a minimum of 250 Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for Enterprise Products or Enterprise Online Services. (i) Enterprise commitment. Enrolled Affiliate must order enough Licenses to cover all Qualified Users or Qualified Devices, depending on the License Type, with one or more Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise Online Services (as long as all Qualified Devices not covered by a License are only used by users covered with a user License). (ii) Enterprise Online Services only. If no Enterprise Product is ordered, then Enrolled Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online Services. b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products. c. Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled Affiliate's use of that Product during that term. d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders. e. Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the United States. Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be submitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the Reseller based on those terms. Throughout this Agreement the term "price" refers to reference price. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. f. Adding Products. (i) Adding new Products not previously ordered. New Enterprise Products or Enterprise Online Services may be added at any time by contacting a Microsoft Account Manager or Reseller. New Additional Products, other than Online Services, may be used if an order is placed in the month the Product is first used. For Additional Products that are Online Services, an initial order for the Online Service is required prior to use. EA20201 EnrGov(US)SLG(ENG)(0Ct2019) Page 3 of 10 Document X20-10635 (ii) Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products other than Online Services may be added at any time but must be included in the next true -up order. Additional Licenses for Online Services must be ordered prior to use, unless the Online Services are (1) identified as eligible for true -up in the Product Terms or (2) included as part of other Licenses. g. True -up requirements. Enrolled Affiliate must submit an annual true -up order that accounts for any changes since the initial order or last order. If there are no changes, then an update statement must be submitted instead of a true -up order. (i) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users (if ordering user -based Licenses) at the time the true -up order is placed and must order additional Licenses for all Qualified Devices and Qualified Users that are not already covered by existing Licenses, including any Enterprise Online Services. (ii) Additional Products. For Additional Products that have been previously ordered under this Enrollment, Enrolled Affiliate must determine the maximum number of Additional Products used since the latter of the initial order, the last true -up order, or the prior anniversary date and submit a true -up order that accounts for any increase. (iii) Online Services. For Online Services identified as eligible for true -up in the Product Terms, Enrolled Affiliate may place a reservation order for the additional Licenses prior to use and payment may be deferred until the next true -up order. Microsoft will provide a report of Reserved Licenses ordered but not yet invoiced to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retrospectively to the month in which they were ordered. (iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses at the Enrollment anniversary date on a prospective basis if permitted in the Product Terms, as follows: 1) For Subscription Licenses that are part of an Enterprise -wide purchase, Licenses may be reduced if the total quantity of Licenses and Software Assurance for an applicable group meets or exceeds the quantity of Qualified Devices and Qualified Users (if ordering user -based Licenses) identified on the Product Selection Form, and includes any additional Qualified Devices and Qualified Users added in any prior true -up orders. Step-up Licenses do not count towards this total count. 2) For Enterprise Online Services that are not a part of an Enterprise -wide purchase, Licenses can be reduced as long as the initial order minimum requirements are maintained. 3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate's use of the applicable Subscription License will be cancelled. Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true -up order Enrollment anniversary date and effective as of such date. (v) Update statement. An update statement must be submitted instead of a true -up order if, since the initial order or last true -up order, Enrolled Affiliate's Enterprise: (1) has not changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) has not increased its usage of Additional Products. This update statement must be signed by Enrolled Affiliate's authorized representative. (vi) True -up order period. The true -up order or update statement must be received by Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The third - year true -up order or update statement is due within 30 days prior to the Expiration Date, and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate EA20201 EnrGov(US)SLG(ENG)(0Ct2019) Page 4 of 10 Document X20-10635 may submit true -up orders more often to account for increases in Product usage, but an annual true -up order or update statement must still be submitted during the annual order period. (vii)Late true -up order. If the true -up order or update statement is not received when due, Microsoft will invoice Reseller for all Reserved Licenses not previously invoiced and Subscription License reductions cannot be reported until the following Enrollment anniversary date (or at Enrollment renewal, as applicable). h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate may step-up to a higher edition or suite as follows: (i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true -up process. (ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up initially by following the process described in the Section titled "Adding new Products not previously ordered," then for additional step-up Licenses, by following the true -up order process. i. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents submitted with or under this Enrollment, by providing notice by email and a reasonable opportunity for Enrolled Affiliate to object to the correction. Clerical errors include minor mistakes, unintentional additions and omissions. This provision does not apply to material terms, such as the identity, quantity or price of a Product ordered. j. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment as set forth in the Enterprise Agreement. 3. Pricing. a. Price Levels. For both the initial and any renewal term Enrolled Affiliate's Price Level for all Products ordered under this Enrollment will be Level "D" throughout the term of the Enrollment. b. Setting Prices. Enrolled Affiliate's prices for each Product or Service will be established by its Reseller. Except for Online Services designated in the Product Terms as being exempt from fixed pricing, As long as Enrolled Affiliate continues to qualify for the same price level, Microsoft's prices for Resellers for each Product or Service ordered will be fixed throughout the applicable initial or renewal Enrollment term. Microsoft's prices to Resellers are reestablished at the beginning of the renewal term. 4. Payment terms. For the initial or renewal order, Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual installments. The first installment will be invoiced upon Microsoft's acceptance of this Enrollment and remaining installments will be invoiced on each subsequent Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses. 5. End of Enrollment term and termination. a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but has not previously submitted an order, except as otherwise provided in this Enrollment. b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew Products by renewing this Enrollment for one additional 36-month term or by signing a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal. EA20201 EnrGov(US)SLG(ENG)(0Ct2019) Page 5 of 10 Document X20-10635 Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at renewal. c. If Enrolled Affiliate elects not to renew. (i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring a new License with Software Assurance. (ii) Online Services eligible for an Extended Term. For Online Services identified as eligible for an Extended Term in the Product Terms, the following options are available at the end of the Enrollment initial or renewal term. 1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment. An extended term feature that allows Online Services to continue month -to -month ("Extended Term") is available. During the Extended Term, Online Services will be invoiced monthly at the then -current published price as of the Expiration Date plus a 3% administrative fee for up to one year. If Enrolled Affiliate wants an Extended Term, Enrolled Affiliate must submit a request to Microsoft at least 30 days prior to the Expiration Date. 2) Cancellation during Extended Term. At any time during the first year of the Extended Term, Enrolled Affiliate may terminate the Extended Term by submitting a notice of cancellation to Microsoft for each Online Service. Thereafter, either party may terminate the Extended Term by providing the other with a notice of cancellation for each Online Service. Cancellation will be effective at the end of the month following 30 days after Microsoft has received or issued the notice. (iii) Subscription Licenses and Online Services not eligible for an Extended Term. If Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as of the Expiration Date. Any associated media must be uninstalled and destroyed and Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request written certification to verify compliance. d. Termination for cause. Any termination for cause of this Enrollment will be subject to the "Termination for cause" section of the Agreement. In addition, it shall be a breach of this Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government Community Cloud Services fails to meet and maintain the conditions of membership in the definition of Community. e. Early termination. Any early termination of this Enrollment will be subject to the "Early Termination" Section of the Enterprise Agreement. For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid in advance for the period after termination. 6. Government Community Cloud. a. Community requirements. If Enrolled Affiliate purchases Government Community Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use Government Community Cloud Services solely in its capacity as a member of the Community and, for eligible Government Community Cloud Services, for the benefit of end users that are members of the Community. Use of Government Community Cloud Services by an entity that is not a member of the Community or to provide services to non -Community members is strictly prohibited and could result in termination of Enrolled Affiliate's license(s) for Government Community Cloud Services without notice. Enrolled Affiliate acknowledges that only Community members may use Government Community Cloud Services. b. All terms and conditions applicable to non -Government Community Cloud Services also apply EA20201 EnrGov(US)SLG(ENG)(0Ct2019) Page 6 of 10 Document X20-10635 to their corresponding Government Community Cloud Services, except as otherwise noted in the Use Rights, Product Terms, and this Enrollment. c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and corresponding non -Government Community Cloud Services in the same domain. d. Use Rights for Government Community Cloud Services. For Government Community Cloud Services, notwithstanding anything to the contrary in the Use Rights: (i) Government Community Cloud Services will be offered only within the United States. (ii) Additional European Terms, as set forth in the Use Rights, will not apply. (iii) References to geographic areas in the Use Rights with respect to the location of Customer Data at rest, as set forth in the Use Rights, refer only to the United States. EA20201 EnrGov(US)SLG(ENG)(Oct2019) Page 7 of 10 Document X20-10635 Enrollment Details 1. Enrolled Affiliate's Enterprise. a. Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate's Enterprise must consist of entire offices, bureaus, agencies, departments or other entities of Enrolled Affiliate, not partial offices, bureaus, agencies, or departments, or other partial entities. Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the Enterprise to include the largest number of Affiliates: El Enrolled Affiliate only ❑ Enrolled Affiliate and all Affiliates ❑ Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliates to be included if fewer than all Affiliates are to be included in the Enterprise): ❑ Enrolled Affiliate and all Affiliates, with following Affiliate(s) excluded: b. Please indicate whether the Enrolled Affiliate's Enterprise will include all new Affiliates acquired after the start of this Enrollment: Exclude future Affiliates 2. Contact information. Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks (*) indicate required fields. By providing contact information, Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at https://www. microsoft.com/licensing/servicecenter. a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate's Enterprise. This contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. The primary contact will be the default contact for all purposes unless separate contacts are identified for specific purposes Name of entity (must be legal entity name)* City of Santa Ana Contact name* First Michael Last Fetner Contact email address* mfetner@santa-ana.org Street address* 20 Civic Center Plaza City* Santa Ana State* CA Postal code* 92701-4058- (Please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* (714) 647-5384 Tax ID * indicates required fields b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for the Volume Licensing Service Center and may grant online access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies, including adding or reassigning Licenses and stepping -up prior to a true -up order. EA20201 EnrGov(US)SLG(ENG)(0Ct2019) Page 8 of 10 Document X20-10635 ❑ Same as primary contact (default if no information is provided below, even if the box is not checked). Contact name* First Michael Last Fetner Contact email address* mfetner@santa-ana.org Street address* 20 Civic Center Plaza City* Santa Ana State* CA Postal code* 92701-4058- (Please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* (714) 647-5384 Language preference. Choose the language for notices. English ❑ This contact is a third party (not the Enrolled Affiliate). Warning: This contact receives personally identifiable information of the Customer and its Affiliates. * indicates required fields c. Online Services Manager. This contact is authorized to manage the Online Services ordered under the Enrollment and (for applicable Online Services) to add or reassign Licenses and step-up prior to a true -up order. Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked) Contact name*: First Michael Last Fetner Contact email address* mfetner@santa-ana.org Phone* (714) 647-5384 ❑ This contact is from a third party organization (not the entity). Warning: This contact receives personally identifiable information of the entity. * indicates required fields d. Reseller information. Reseller contact for this Enrollment is: Reseller company name* SoftwareONE, Inc. Street address (PO boxes will not be accepted)* 20875 Crossroads Circle, Suite 1 City* Waukesha State* WI Postal code* 53186-4093 Country* United States Contact name* MS. Admin Phone* 262-317-5555 Contact email address* ms-admin.us@softwareone.com * indicates required fields By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct. Signature* MS. Admin T�7 Printed name* MS. Admin Bridget Hardwick Printed title* Senior Microsoft Sales Operations Analyst Date* 12/5/2022 * indicates required fields Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the EA20201 EnrGov(US)SLG(ENG)(0Ct2019) Page 9 of 10 Document X20-10635 other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. e. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental Contact Information form. Otherwise, the notices contact and Online Administrator remains the default. (i) Additional notices contact (ii) Software Assurance manager (iii) Subscriptions manager (iv) Customer Support Manager (CSM) contact 3. Financing elections. Is a purchase under this Enrollment being financed through MS Financing? ❑ Yes, 0 No. If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiliate chooses not to finance any associated taxes, it must pay these taxes directly to Microsoft. EA20201 EnrGov(US)SLG(ENG)(0Ct2019) Page 10 of 10 Document X20-10635 MM Microsoft Volume Licensing Previous Enrollments)/Agreement(s) Form Entity Name: City of Santa Ana Contract that this form is attached to: State Local Government For the purposes of this form, "entity" can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. Please provide a description of the previous Enrollment(s), Agreement(s), Purchasing Account(s), and/or Affiliate Registration(s) being renewed or consolidated into the new contract identified above. a. Entity may select below any previous contract(s) from which to transfer MSDN subscribers to this new contract. Entity shall ensure that each MSDN subscriber transferred is either properly licensed under the new contract or is removed. b. Entity may select below only one previous contract from which to transfer the Software Assurance (SA) Benefit contact details, i.e., benefits contact (not the SA manager) and the program codes, to this new contract. c. An Open License cannot be used to transfer either the SA Benefit details or MSDN subscribers. d. The date of the earliest expiring Enrollment/Agreement that contains SA or Online Services will be the effective date of the new contract (or SA coverage period for Select Plus). e. Please insert the number of the earliest expiring Enrollment/Agreement with SA or Online Services in the appropriate fields of the new contract. PrevEnrAgrForm(NINV)(ENG)(Oct2019) Page 1 of 1 Document X20-12873 Mi 11 cr osoft Amendment to Contract Documents Agreement Nrrnber Volume Licersing -0000009428063 This amendment ("Amend ment') is entered into between the parties identified on the attached program signature form. It amends the Enrollment orAgreement identified above. All terms used but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement. Enterprise Enrollment (Indirect) Invoice for Quoted Price Amendment ID M97 The price quoted to Enrolled Affiliate's Reseller is a fixed price based on an estimated order submission date. Microsoft will invoice Enrolled Affiliate's Reseller based on this fixed price quote. If this order is submitted later than the estimated order submission date, Enrolled Affiliate's Re seller will be charged for net new onth ly Subscriptions (including Online Se ry ices) for th e period duringwhich these services were not provided. Pricing to Enrolled Affiliate is agreed between Enrolled Affiliate and Enrolled Affiliate's Reseller. SKU Number SKU Description Existing Quantity Incremental quantities 31S-00001 M366 Apps Enterprise GCC Sub Per User 3 Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full farce and effect. If there is any conflict between any provision in this Amendment and any provision in the Enrollment or Agreement identified above, this Amendment shall control. This Amendment must be attached to a signature form to be valid. Microsoft Internal Use Only: (M97)EnrAmend(Ind)(InvoiceforQuotedPrice)( M97 B ENO Oct2020 IU .docx AmendmentApp v4.0 M 97 Pagel of 2 4L y km»0mentApr M97 B Page 2a2 Enterprise Enrollment Product Selection Form Proposal ID 1263732.005 Language: English (United States) Microsoft I Volume Licensing Enrollment Number Enrolled Affiliate's Enterprise Products and Enterprise Online Services summary for the initial order: Profile Qualified Devices Qualified Users Device 1 User Ratio Enterprise Product Platform CAL Licensing Model Enterprise 1,896 1,540 1.2 User Licenses Products Enterprise Quantity Client Access License (CAL) Core CAL Core CAL 1,540 Windows Desktop Windows Enterprise OS Upgrade 1,896 M365 Apps M365 Apps for enterprise GCC 3 Enrolled Affiliate's Product Quantities: Price Group 1 2 3 4 Enterprise Products Office Professional Plus + M365 Apps Client Access License + Office 365 Client Access License + Win E3 + Win for Enterprise +Office 365 (Plans E3 (Plans E1, E3 and E5) +Microsoft Windows Intune +EMS USL + E5 +Win VDA + and E5) + Microsoft 365 Enterprise 365 Enterprise Microsoft 365 Enterprise Microsoft 365 Enterprise Quantity i3 i1540 1540 1896 Enrolled Affiliate's Price Level: Product Offering / Pool Price Level Enterprise Products and Enterprise Online Services USLs: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Groups 1 through 4. D Additional Product Application Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 1. D Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Group 2 or 3. D Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 4. D Notes Unless otherwise indicated in the associated contract documents, the price level for each Product offering / pool is set as described above, based upon the quantity to price level mapping below: Quantity of Licenses and Software Assurance Price Level 2,399 and below A 2,400 to 5,999 B 6,000 to 14,999 C Page 1 of 2 EA- EASProdSeIForm (WW)(ENG) MS Quote Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing 15,000 and above D Note 1: Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these may be purchased. Note 2: Unless otherwise indicated in associated Agreement documents, the CAL selection must be the same across the Enterprise for each Profile. Note 3: Enrolled Affiliate acknowledges that in order to use a third party to reimage the Windows Operating System Upgrade,Enrolled Affiliate must certify that it has acquired qualifying operating system licenses. The requirement applies to Windows Enterprise OS Upgrade.See Product Terms for details. Note 4: If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price level for Additional Products in the same pool will be price level "A" throughout the term of the Enrollment. Refer to the Qualifying Government Entity Addendum pricing provision for more details on price leveling. EA- EASProdSeIForm (WW)(ENG) Page 2of2 MS Quote Licensing Solution Provider Agreement Number PSA-0001530 W- This Licensing Solution Provider Agreement is made d entered into this 22ndPof Oe r 2019, y an isbetween Software One, Inc., a Wisconsin corporation ("CONTRACTOR"), and the COUNTY OF RIVERSIDE a political subdivision of the State of California, ("COUNTY"). . WHEREAS, COUNTY and Microsoft Corporation ("Microsoft") have entered into that certain Microsoft • Enterprise Agreement (Master Agreement No. 8084445; the "Master Agreement"), effective August 23, 20190 under which COUNTY has the a ility to e r into one or more enrollments to order certain Microsoft product licenses- L. WITEREAS, CO TRACTOR dcsires to provide support to CpUNTy and its Enrolled Affiliates as defined in the Master Agreement) for said licenses under this Agreement and hereby represents that it has th experience, and l-,nowledge necessar to -rform under this eement- and WHEREAOUNTY des r ONT TOR 's services un er t r gre NOW, THEREFORE, for goa�al le coast era on,, .e recerp an a egZracy r r ere ac wledge p agree as This A reemenn c ovens all enro men s or all pia ucts icense under the Master reement. All terms g and conditions of the Master Agreement, attached as Exhibit E of this Agreement and incorporated by reference, shall apply to the purchase of related products and services. W, (2, This Agreement is available for use by all government entities withhe State of California ((an "E lle WAffiliate") for the duration of the Term (defined below in section 4). Enrollment documents will contain the terms and conditions specific to each entity 03. CONTRACTOR agrees to extend the same pricing, terms, and conditions as stated in this agreement to each and every government entity in the State of California. Terms and conditions are governed by this Agreement, the Master Agreement, and the applicable enrollment documents for each entity. Entities small ake purchases in their own name, make direct payment to CONTRACTOR, and be liable directly to CONTRACTOR for all obligations. . 0 . 103.1 COUNTY shall in no way be responsible to CONTRACTOR for Enrolled Affiliates' purchases and obligations. COUNTY shall in no way be responsible to other entities for their purchases or any acts or omissions of CONTRACTOR, including but not limited to product selection or implementation, services or other related matters. . . • CONTRACTOR shall notify Enrolled Affiliate in writing of the terms and conditions stated in. A• Section 11. This Agreement shall be effective h gi am November 1, 2019 through October 31 2021 unless tel�xinated arlier (the "Tex " )., 5 Hold Haeoemnilication: 5. CONTROTOA P['all irldetriify lad Bold hWmess ReCouWyo Riversr Me,i genies, Districts, Special Districts and Departments, their respective directors, officers Board of Supervisors, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as Indemnitees) from any liability, action, claim or damage hatsoever, based or asserted upon any services, or acts or omissions, of CONTRACTOR, its Page 1 of 11� OCT 22 A ■ Licensing Solution Provider Agreement Number PSA-0001530 W officers, employees, subcontractors, aps or esen arms arising out o or m any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any, other element of any kind or nature. CONTRACTOR shall defend 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 claim or action based upon such acts o issions or services.. • Me - ith respect to any action or claim subject to indemnification herein by CONTRACTOR* CONTRACTOR shall, at their sole cost, have the right to use counsel of their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of COUNTY; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes CONTRACTOR indemnification to Indemnitees as set forth herein.i . . 5.3 CONTRACTOR'S obligation hereunder shall be satisfied when CONTRACTOR ha provx ed t COUNTY the appropriate form of dismissal relieving COUNTY from any Iiability for the action or claim involved. Contractor Responsibilities: CONTRACTOR will offer the followingservices to each Enrolled Affiliate at no additional charge. It is the responsibility of the Enrolled Affiliate to determine which roducts and/o services, if any, meet their need and communicate that tote CONTRACTOR. Provide "Fo7i ng year o a e annua spen accor rng o ni•o ed Affi ra e s sped rcatrons. Fuency be determined by each Enrolled Affiliate (monthly, quarterly, etc.).. . )6.2 Provide a s or•t synopsis of why an amendment is needed and the ramification of each amendmen to an enrollment at the time of such amendment. 6.3 Provide an updated price list on an annual basis or when requested by Enrolled Affiliate. Fo ONTRACTOR's Microsoft Enterprise Agreement rp gr ent license subscription price attached hereto as Exhibit and service rates attached hereto as Exhibit B. 18.ONTRACTOR's Microsoft Ente r�ieni Participation Form attached here o as Exhibit C and, Ir*,Re r by refer Ce n CONTRTOR wr 1 rovr e to COUNTY p N Y e Licensed Support Provider (LSP) eporting of Active Enrollments to Master Microsoft Enterprise Agreement No. 8084445, Select PIus greement No. 7756479, Microsoft Premier, Unified, and MCS Support services, showing a list o enrollments by FebruaryW th of each yealWorms shall be submitted electronically to asterMicrosoftAdmin@rivco.org. A copy of the form is attached hereto as Exhibit D and incorporated he by reference. - - . . 10. dministrative fees: CONTRACTOR ill ° w be charged .5 /o of the annual enrollment amount to leverage, he Riverside County Master Microsoft Agreement No. 8084445, Select Plus Agreement No. 7756479, Microsoft Premier, Unified, and MCS Support services. This will be an annual fee, per enrollment ,inclusive of Affiliates Shadow Enrollments, Example: A three-year aggregated agreement with a contract mount of $300K, divisible by three years will result in an LSP Participation Fee of $500 annually (l *.54. ilT 1 i*ice the Awarded W nually based on the enrollments verified from the Page 2 of 11� 0 Licensing Solution Provider Agreement Number PSA-0001530 "Reporting of Active Enrollmlits" listgr - d #DeqeWe 5t o eac year. �aymenPis ire Riversid unty Information Technology thirty (30) days from invoice date. 10.jo Riverside County Information Technology (RCIT) will invoice the CONTRACTOR annuall based on the enrollments verified. Payment is due to RCIT within thirty (30) diL finvoice date. The COUNTY will not accept credit as a form of pa n� t - 010.2 Adhk 1 C7 �as lisLeu raeiow. ■COUNTY Primary Contact: Smith 0 14th Street 501 elly Bodine 875 Crossroads Circle, Suite 1 W COUNTY Secondary Contact: Rick Hai . 2980 Washington Street de, CA 92J440 u l COUNTY may terminate this Agreement with c " on thip(30)7ays:WrI1!MT6�iccscrV%eupon the Cdi" stating the extent and effective date of termi .12.2 COUNTY may, (5) days written notice terminate this Agreement for CONTRACTOR's default, if CONTRACTOR refuses or fails to comply with the terms of this Agreement or fails to make progress that may endanger performance and does not immediately cure such failure. In the event of such termination, the COUNTY may proceed with thy- work in any manner deemed proper 2.3 CONTRACTOR's rig is under this Agreement shall terminate (except for fees accrued prior to the date of termination) upon dishonesty or a willful or material breach of this Agreement by CONTRACTOR; or in the event of CONTRACTD 's .11. ness or inability for any reason atsoeve perform the terms of this Agreement. �Mon*Uct Contractor: 13.1 CONTRACTOR covenants that it present y has no interest, including, but not limited to, other projects or contracts, and shall not acquire any such interest, direct or indirect, which would onflict in any manner or degree with CONTRACTOR's performance under this Agreement. The CONTRACTOR further covenants that no person or subcontractor having any such interest shall isle employed or retained by CONTRACTOR under this Agreement. The CONTRACTOR agrees Page 3 of A ng Solution Provider Agreement Number PSA-0001530 10 13.4 to inform the COUNTY of all the CONTRACTOR's interes� if an wh per rued as ' compatible with the CO �TYs erect0NTR GTORs a no un e ciances whitPcoud e interprw77-"r,, influence the recipient in the conduct of his/her duties, accept any gratuity or special favor from individuals or firms with whom the CONTRACTOR is doin business or ro osin to do business in accomplishing the work under hi gr Th*-ONTI TOR T s emp oyees sh no o. r gifts, gr ut y, avors, an ente amment directly or indirectly to COUNTY employees. was* CONTRACTOR shall establish adequate procedures for self -monitoring and quality control and assurance to ensure proper perfoirnance under this Agreement; and shall permit a COUNTY representative or other regulatory official to monitor, assess, or evaluate CONTRACTOZ1 CONTRACTOR (including its employees, agents, and subcontractors) shall in no event be entitled . to any benefits to which COUNTY employees are entitled, including but not limited to overtime, any retirement benefits, worker's compensation benefits, and injury leave or other leave benefits.. There shall be no employer -employee relationship between the parties; and CONTRACTOR shall hold COUNTY harmless from any and all claims that may be made against COUNTY based upon any contention by a third party that an employer -employee relationship exists by reason of this Agreement. It is further understood and agreed by the parties that CONTRACTOR in the performance of this Agreement is subject to the control or direction of COUNTY merely as to th results to be acc li d nOa.l as*M.F e nd ods ccomplishing the result 14.2 CONTR*TO wawa s tha it bes�effor o full comply with all y p y federal andIthat statutes and regulations regarding the employment of aliens and others and to ensureemployees performing work under this Agreement meet the citizenship or alienstatus requireset forth in federal statutes and regulations. CONTRACTOR shall obtain, from all emplo performing work hereunder, all verification and other documentation of employment eligibility status required by federal or state statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. § 1324 et seq., as they currently exist and as they may be hereafter amended. CONTRACTOR shall retain all such documentation for all covered employees, for the period prescribed by the law. CONTRACTOR shall not discriminate in the provision of services, allocation of benefits, accommodation in facilities, or employment of personn.-I on the basis of ethnic group identification, race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status or sex in the performance of this Agreement; and, to the extent they shall be found to be applicable hereto, shall comply with the provisions of the California Fair Fm to ment and Housing Act Gov. Code 12900 t. �)e F�,deral C' ghts Act of I4 Page 4 of 11 (P.L. 88-352), the Americans with Disabilities Act of 1990 (42 U.S.C. S 1210 et seq.) and all other applicable laws or regulatio s. .. 15. Entire Ag et�i nt: ThPA ei0t, including Y an attachments or exhibits, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions and communications, whether oral or in writing. This Agreement may be changed or modified only by a written amendment signed by authorized representatives of both parties ! M . = . IN WITNESS WHEPFOF, the parties hereto have caused their dul authorized representatives to execute this Agreement. COUNTY OF RIVERSIDE, a political a consin cor ora ion subdivision of the State of California Kevin Jeffries, Chairman Marg ita Apodaca Board of Supervisors Operations Analyst to 0 C T 2 2 2019 Dated.Dated: 1 tiff RIgn i q ATTEST: Kecia Harpr;,r CIerk of the Boar r By: APPROVED AS TO FOR Gregory P. Priamos 4ty Cour, eI By: usanna Oh, Deputy County Counsel 40 W By: A-ew Laura Reye . AccounWarn Manager �atEd: 1011 f /2019 Page 5 of 11 0 % T2 2 ZQIA� 4 Number PSA-0001530 Exhibit 'cr t En r ris icense subscription an services Line Description Price Level Enterprise Online Services** (including Full USLs, From SA USLs, 1 Add-ons and Step Ups) M365 E3 and E5, Enterprise Mobility Security E3 and E5, fice5 Enterprise E1 or E3, Windows 10 Enterprise E3 or ES 2 Enterprise Products Office 365 Pro Plus, Windows 10 Enterprise,. Gore CAL Suite, Enterprise CAL Suite. Additional Products M365 F1, M365 E5 Compliance, M365 E5 3 Security, Office 365 Enterprise F1, Project Online, Visio Online Plan 1 or Plan 2, Dynamics 365, Azure, SQL Server, Windows Server, etc. Server and Tools Product (applies to Server and Cloud Enrollments 4 only) SharePoint Server, SQL Server BizTalk. Server. Visual Studio, Core Infrastructure Suites, et 5 All products for Select Plus Agreement No.7756479. 6 Microsoft Premier Support 7 Microsoft Unified Support Services 8 Microsoft Consulting Services • 0 W • Minus 2% Level D Level D e'�leef Tf Markup % M 2.10 2.100 2.10e 2.1 3.50 2.10 2.10 Page 6 of 11 ensing Solution Provider Agreement Number PSA-0001530 Exhibit B Pra-VIA"r !T CPl Z.—, u e Line • Description Certified Competency Hovy Ra1% Yes/No Data and ArtificialTntelligint 1 Build Intelligent Apps Yes $175 2 Build Intelligent Agents Yes $175 3 Machine Learning Yes $175 4 Internet of Thins Yes $175 5 Globally distributed data Yes $175 6 OSS Databases Yes $175 7 Cloud Scale Analytics Yes $175 8 Data Platform Modernization to Azure Yes $175 9 Windows Server on Azure Yes $175 10 Security & Management Yes $175 11 Datacenter Migration Yes $175 12 Modern Business Intelligence Yes $175 Biz Apps 1 Customer Service No $175 2 Field Service No $175 3 Marketing No $175 4 Talent No $175 5 Finance and Operations No $175 6 Business Central No $175 7 Power Apps Yes $175 S Power BI Yes $175 Apps and Infrastructure 1 Azure Stack Yes $175 2 High Performance Compute Yes $175 3 Cloud Native Apps using Serverless Yes $175 4 Modernize Apps Yes $175 5 SAP on Azure Yes $175 6 Linux on Azure Yes $175 7 Dev O s Yes $175 8 Business Continuity & Disaster Recovei Yes $175 9 Windows Server on Azure Yes $175 10 Security & Management Yes $175 11 Datacenter Mi ration Yes $175 TPageof 11 Licensing Solution Provider Agreement Number PSA-0001530 � ExUbit B W. j Laccnsekpport Provider (LSP) service ra es MW Ho% Ratio Line • Description Certified Cornpetenc$b Yes/No) Modern Workplace 1 User Adoption & Change Management Yes $175 2 Security Yes $175 3 GDPR & Compliance Yes $175 4 Teamwork Yes $175 5 Calling & Meetin s Yes $175 6 Modern Desktop Yes $175 7 Office 365 Migration Assistance Yes $175 7a Mail Yes $175 7b Teams Yes $175 7c SharePoint Yes $175 7d OneDiive Yes $175 Page 8 of 11 g Solution Provider Agreement Number PSA-0001530 Exhibit � w RfOtS I ]o A sistanr Chiel) xecutiye O 1=nlerpriseApphentionsBureau Chier information Officer � R GUSTAVO VAZQUEZ. ACIO ' Converged Ct,nrtnuuications Bureau A;, ,fl Ul SIYIITI PiiWic Safety Enterprise CO11r1rmtrieations Chief' tech agcy O ez GIL r-IEII-k ACIO • Technnlogy ServicesBureau Microsoft LSP Participation Form T RF # _ ( Q RNCO-2020-RFQ (}Qp()048 Attachment 3) Cotriplete this form and return to: • Attention: Rick Hai E-mail: Rllairebrivco.txe i CornpanyName: Software One. fnc Payment should be made to: Riverside County Information Technyology 3450 14th Street, Fourth Flom Riverside, CA 9250� County of Riverside TIN #: 95-6000930 Name, Shelly Bodine ANWitle: SL-ED General I4lanaeer Address: 20975 C'rossro.tds Cir_ STE 1 City: Waukesha- WI Zip Code: 531 <4C TeleBlrfrne #: 800-400-9852 Fax #: -Snail: Shelly.l3udine(diSoftwarcONE.crS Microsoft Master Agreement No. 8084445. All questions regarding the products and licensing slymild be directed to Microsoft. _ By signing below, I ant agreeing to pay the participation fees for each enrollment that is established by lever the County of Riverside Master Agreement in accordance to the schedule referenced Uzi RF #RIVCO-2020-RFQ-0000048 and any subsequent contracts and / or amendment By signing below, I also agree that all enrollments will be submitted to Microsoft direct, to report enrollment activity and comply to the payment schy dule per RFQ #RIVC0-2020-RFQ-0000048 to Riverside County Information Teclviology0 . � . . Please reference the remitt�nrce information above for where to send the payment. Failure to comtnly may result in the award lacing Si ature Shelly Budin Printed Nat 9Y1612019 SLED GetleralMatlager Title 0 . TPagef 11 &AVE ROGERS sistant Chief Executive Officer WENNIFER HILBER, ACIO Enterprise Applications Bureau Chief Information Officer- � 1 M I� l I GUSTAVO VAZQUEZ, ACID "":A Converged Communications Bureau *,Lh!E!f 1M SMITH Public Safety Enterprise Communications Technology Officer is GIL ME11A ACIO. ee no gg Services Bureau icrosoft LSP I tics a ion o d" (RFQ 4RTVCO-2020-RFQ-0O00048 Attachment 3) Complete this form and return to: Payment should be made to: Riverside County Information Technology Attention: Rick Hal. 3450 14th Street, Fourth Flocs E-mail: RHai rivco.oi,Riverside, CA 925014 County of Riverside TIN #: 95-6000930 company Name: 5ottware one, Ins.,. Name: Shelly Bodine Title: SLED General Mana er Zip Code: 1,3186 Telephone#: The Ceuntl of Riverside is the host of the Microsoft Master Agreement No. 8084445. All questions regarding the products and licensing shoUd be directed to Microsoft. By signiN below, I am agreeing to pay the participation fees fcc each emc4lment that is established by leveraging the County of Riverside Master Agreement in accordance to the schedule referenced on RFQ #Rl VCO-2020-RFQ-0C40048 and any subsequent contracts and I or amendments. By signing below, I also agree that all enrollments wWl be submitted to Microsoft direct, to report enretlment activity and comply to the payment schedule per RFQ #RIVCO-2020-RFQ-OCC0048 to Riverside County Infcfmation Technology rence the remittance result in the award being rescinded. 'Signature Wargacita Apodaca Printed Name for where to send the payment. Failure to comply may iCi'96 Date jj �eratans nPys - Title. rl 1 • • �� Ing 301ution rroviber Agreement Num Exhibit + en UA Attached include the followings: 1) Signature Form 2) Microsoft Enterprise Agreement 3) cros terprise Agreement eWmen Page 11 of 11 icrosoft Document Head t *This is fo.Y informational purposes only. NOSE#: (USLIsm �000 DWI 75771 Tracking Nurnumberr) Doc Type: I Sig Atut FAR � Do not modify the formatting or spacing of this Foy m abive this text 8123/2019 9:42:56 if 1 lW Pr o �ggr a m Signafiuro roorm rJ3AJIu1e5A nam her Almem w nurr Pr Q O F4q4 1/n L-- e Uct SI �� 404-kayleed-S-04 so a Noto, Enler the applivable r7Cti'SIe, numbers n&sociated wilh the dncufnpT�ts Ix-dow the associated active Iiumber be indicated here, or listed below as new, , Mirrnsoft requilns For the purposes cd this fonrl, 'Customer" can mean Ilia skping enlity, Enrolled Affrtiater Government Partner, lut4lion, or other party entering into a volivne licensing program agrerrrr�nl, This sigflature form and all contract documents MQntlfied In the table below are entered Into between the Customer and the Microsoft Affiliate signing, ms of the effective dale idenlifiod below. Enterprise Agfearneni X20-1n209 •-Chnose Agreement;- DoclynpN, Nlrrnber or Code <Chooso A rcement> Doc=c,,-4 Nksmher or Code <(,haese Agreenienl> _ DocrA»er,. N44mber or Code <P oose Agreement> _ eCI)oose Enrollment/Re islr alion> DWlrnlel-4 Wmber or Code_ Dacirrnel�t h u+tiilier nr Code <Uuose EnrollmariVRe istration> rJocuinert Mxuber or Code <C12ose EnrollmeriVRejstration> I DOCLrmenl Ntxnber or Code <U=se Enrollment/Registration> Document NtiCnLiar or Code <ChooseEnrollment/Rec�stration> Amendment to Contract Documents M."berorCode _Document CTM-CPT-OEIIM (nevj — — r l By signing below, Customer and the Microsoft Affatiate agree that both parties (1) have roccived, read and underslaod Ilia above conlracl documents, including any websiles or docuinerAs incorporated by reference arad any amendments and (2) agme fo be bound by the terms of all such documents. I Name of Entity y( t b . to I e rlily name)` Caualy of Riverside 5pgnaturc' 7), t l Printed First and Last Name' Rich r 1 `tt71 i d Printed Title 5r Pmcar-ewi•e � COiil ra f� Signature DZte' O 2 Z a Tax ID ' inflirales re pwod field I I� Pru�raurlSiyn♦ n?in{I15sign}[hIA,Lalurr lExl3RA.MLIi�1'JGi({�Uy2711i Pad 1 41' `i 'i i �`?"`�#�t,« -�r!�"•: _�.,,,��- - - - , -_ •—rntsrr':d:iVRy.: -_ - ,.+efx-- Microsoft Corporation 51pMicro riatuye ; �® ®®— Printed First and Last Nama UdGrosoft Corp Printed v Ic D Am AUG 2 3 Slgrrature [7at , (date raucrnsuft AffiliNn I •Chance .agreeEffective Date � IAuthorized (f:vajGP-6XIAp{ 1kan Wca�uf55:Jr)]t}fL10'L) �WcrO50fCC C,p(iOnat 2nd Customer signature or Outsourcer signature (if applicable) Narne of Entity (must be legal entity name"' Signature" Printer) First and Last Nalne" - Printed TRIO t i Sifinalure Data' "imilic,91Ns required rield Outsourcer Name of Entity (must bo legal entity name)" Signature' Pr6ntod First and Last Nalr,e' - ■ Prbuted Till Signature Data 0.6 DR. at11on 19 aii bel>laif e¢ ' indicales regin'rea field i If CLIStOmer requireS physical media, additional conlarts, or is reporting inultiple previous Enrollment incluukO- the aprcopriatc form(%) wilh this, sn7i2Wre form. Aftnr•+J`lis signature form is signed by the &s n er, send it and Iite Corltraut Documents to Customer's c11311riel pariner car fdliLrosbit account manager, who must submit them la she following address. When the signature form is fully execu(ad by Microsoft, Customer wUI receive a fzxifirrnallan copy. Microsoft Corpaatrarr Dept. Wl, Volume Licensincl 6100 Neil Road, Suite 2104& Reno, Nevada &0511 •'f 'I 3 Ci'3A ' I, f'rnfiri�nsik�nfnirnr:ASSinrt1(IdA.InrAmjFwRRA.0,11I(FNc,ItAlig2eld) I • • I Microsoft Document Header°sheet This is for inforFnational-purposes only to L (MSI 000000 275255 (MSLI ! Tracking � • I • _ Number) Doe Type. Agreements • I • • Leo not modify the fc, matting or spacing of this Form above this text Subsidiary: cou ltr" United states LlLADrESA: Insight Direct USA, Inc. roram ersn Account Manager Name / Alias: EA 6 016 (Scanning Code) ACCOUNT- Countv of RlygmWeM Ou sourcer Name: • Bushess Agreement NLrnber: Master agreement NumbeZ81 4445 Agreement Numbe Purchase Order Number_ � � �➢� fi`1� 3�iti�;' � CI MW2019 9:42:31 PM i • I is °i i I ' � l Microsoft } 1 Enterprise Agreement 4g Alol for Use wi¢i MicrQsvA nxshess Agrpvwtiiol urNll�;it 49Vo l_ii7'ie�ce-�nSli N St And Focal This GAicrosofl Pnt c e e rdeme t"1 4tered17to between the entifreslciOrl 'ted on the signature form. Effective date, 1'he effective date cf tlrls A4i eement is the earYest effective dale of aay Enrollment el-tered into under this Agreement or the date Microsoft accepts this Agreement, whichever is Barker. This Agreement consists of (1) these Agreement terms art conditions, including any amendmer>as and tin signature form and all attachnleots ideotified`therein, (2) the Product Terms applicable to Products licensed under this Agreement, (3) the Drdina Services Terms, (4) any Affiliate Enrollment entered Into under thise Agreement, and (5) any order submitted under this Agreement. Phase note: Doconeents referenced In this Agreement but not attached to the signature form may be found at I,tlo.11www.rnicrosoft.comlllcears�2conlracts and are incorporated in tins Acgreernent by reference including the Product Terms and Use bights. These documents may contain 2cdillonal terms an conditions for PrOdlICIS Xcensed under this Agreement and may be changed from time to time. Customer hould review such documents CWThIll , both at the time of sdgNng cf a aiq II1 er', and fuil understand aia lei m and conditions applicable to Products licensed. � p y Terms and Conditions A,DefinWons • Af l' e" means 1 a. with re ar d us Omer' . • i f) any government agency, depailment, office, !,nstrwreantaVy, di•eislon, unit or other eniky of the state or local governrrient that is siq)ervised by car is part of customer, or +rahlch� supervises Cuslot or ','c i Cus on er is unicomn .��pervision wilh Customer; fi) any county, borough, comrrrQrOweai'ih, Oty, rnlinicipality, town, township, special purpose district, or other similar typia of government*1 instrume0allty established by the laws of Customer's state a withk7 ate udmdi tion and !aeo . boundaraas; en j any other entity ire us on s state expressly authorized by the law. of Customars stale . to purchase under stag conAracts: provided that a state and its Affiliates shal not, fo purpos©s of this definition, be constclert!(I !rc be Affiliates cl the federal overi�tten(old its Affiliates; and w, h regard to Microsoft, any legP. en i f so icrosoft, or at is nder common ownership with Mcrosoft, 46 " CLIE.!Omel" urea )s the legal entity that has i ntered into this Agreement with Microsoft. "Customer Data" means all dale, including all text, s[imd, software, image, or video files that are provicfed• to Microsoft by, or on behalf of, an Ensiled Affiliate and its Affiliates through use of patine Services. "day" means a calendar day, except far references that specify "business day", �Enratled Atfifia�ie' means arti erltily, either Cu r or any a of Customer's A " ates 'at has entered 011to Wanr--nro1,Jer lnient unthis R recment. ' i . r_n7oirrn,itt+1S}tit.[ (r rrc�ftrrr�szfr iu} pagn, r of I r l • I1nrxisicnr x�a-wzr�i I 'Fixes' means the dC(A fllent that an Erc-olled Affiliate submits under this Agreement to puce orders $or ProdlrGtS. 'EnterpOse'maana an E iirol5ed AfN21le and the Affiliates for which It is responsible and chooses on its EnrollmeN to include in its enterprise. I Fixes" means Product fixes, modifications, or enhancements, or their derivatives, that Microsoft eltherAh 'License" means the right to download, lvstati, access and use a Product. For certain Products, a Lfcen'-,7 -lay be available on a fixed term or subscripAion basis ("Subscri bon License"). Llce'le fcf Ofline eevires wilbe consiWed Subscriplion Licenses - Microsoft' n3aans the I "crosaft Affiijale_.lhal has_"CrQ"altots A-4reemell_ or an EnroWenf and its Aff,Yiales, as approprlal 'Online Services" means the Microsoft -hosted sprvk-es identified as Online Services in the Prockict Terms. "Online Services Terns" means the addilionai terms that �Ipply fo CLIStorner'S usr; OF Csllln . Service Published on the Volume Licensing Site and'uprlaied from time to time, Product" means all products identified in the Product Terms, such as all Software, Online Servicet I�?herweb-based services, iric.lud ng pre-release or beta versions. Product Terms" means the documenA Thal piovides Information abotWCTOSDI[tProci-rcls and Services available through volume licerraing. The Produr..l Terms [locunlent 's ublished on l Licensaricg Site and is updated frorn time to tame. �SLI�" means Service Level Agreement, a{.�I ec tes the n11r nuiin serV eel aWnifie m paiblished on the Va4ime Licensing 5;4a 0Softwaee" means Ifcerlsed copies of Microso so w&e en a >e on 'r ' t e s Include OnNie Services, W, Software may be part of an Online Service. 05oftware Assurance" is an offering by Microsoft that provides new version rights and other benefits for Products as further described in the Produc(Tprms. 'Trade Secrel" means information that is ndt generally known or readWy ascertainable to ttbe public, has economic value as a result, and has been Subject to reasonable steps under the cirGumslarices tb mainialn • its secrecy. "use" or "run" means to copy, install, arse, access, display, run or otl-wr%Wse interact. 'Use Rights" means the use rights or terns of service for each Product published on the Volume Licensing ile and updated from time to time. The Use Rights supersede th_ le(nrs of any end user license agreement that accompanies a Product. The Use Rights for Sofl4vare are punished by Microsoft in the Product Ternis, The Use Rights for Online 5ervicas are published in the Online Services Terms, Volume Licensing Site" means or a successor site. a. General. The Enterprise program consists of Lbe terms and conditions on which an Enrolled Affiliate clay arquise Product Licenses. Under the Erte(prise program, Customer and its Affiliates may order Licenses forl Products by e5itering auto Enrollments. b. Enrollments. The En).erprise p'rograin gives Cus).order andlor its Affiliates the ability to enter Into one or more Enrollments to�oeder Products. Subscription Enrollments may be available for some of these Enrolments. Notwithstanding any other provision of this Acdreemerit, only Ervolled Affiliates Identified in an Enrollment will be responsble For complying with the teens of that Enrollment, includl,., the tends of tf8's A reement incor orated b+ reference in IhA Er ilrrient- i=A7.I; IgAa�r(4J,:j".! {;(Fr�C;j(N<�v2riik} OP't 11 Dnrumea1 x20-10709 1 c. Licenses. The types of licenses avzftble are (1) Licenses Ontn4ned under Softviare� Assurance (L&SA), and (2) Sub'scription Licenses, These License types, as well as add liondl License T �es are ftr des�orlarct List. If Licenses for Products. a. License Grant, Microsoft grar�!s the E=nterpr s a o -exc us ve, worlawide anc Iml ed 6g i o domiload, inslaM and use sc(tware Products, and bo access and use the Onlina Services, each in the quientity ordered Videq, act Enrollment. The rights granted are subject to the toarms of tNS AgreenieM, the Use Rights anti the Product Terms. Microsoft resca-ves aA rights not expressly granted in this Agreer-hent. b. duration of Licenses. Subscription Licenses and most Software Assucance rights are Wemporary and expire when the applicable EnrollnierA is terminated or expires, unless the neoll�ed Affiliate exercises a bt.ry-ord option, which is avNIable (or some Subscription Licenses. Except as otherwise noted in the applicable EnroOmertt or Use Rights, N1 other Licenses became perpetual only .when all payments for that License have been made and the inAtial Enrolkw-nt tern has expired. c. Applicable Use Rights. r (f) Products (other than Online Services). The Use Ri his. In effect an (lie effective date of .the applicable Enrollment term will app?yi to Enterprise's use of theversion of each Product that is currant at tho time. Far future vefsions and new Products, the Use Rights in effect when those versions and Products are first released 011 apply. Changes Microscdt makes to the Use Rights for a particular version will not apply unless the Ervolled Affiliate chooses to have those charges apply. The Me RigNs epaicable to perpetual Licenses that were acquired antler a previous agreement or Enrollment are determined by tine Agreement or Enrollment urxler which they were acquired. Renewal of Software Assurance does not change which Use Rights app5y to ihose Licenses, 1 Online ServfCes, For Online Services, the Use R g s n e ec on a sia scrl ., on start date win apply for the subscription term as defined in the Product Term d, Downgrade rights. Enrolled Afhldate may use air earlier version of a PfOCIOCt other dhan praline Services than the version that is current on the eiieclive elate of the Enrollment. For Licenses acgUlrecd in the current EnroMmenl term, the Use Rots for the current version apply to the use, of ilia earlier' vQrsion. If the eai'lidr Product version includes fealtne6 Mat are not in the r)ew version, then the Use Rights applicable to the esrker version apply with respect to those features. e. New Yersicxr Rights under Software Assurance. Enrolled Affiliate must order and maintain contirmous Software Assurance'cov.erage fcK each License ordered. With ScIlware Assurance coverage, Enterprise autorndtUlly has the right to use a new version o{ a licensed Product as soon as it is released, even fErv, f-ollQd Affiliate chooses nat to use the nevi version irtumediately. flj Except as otherwise perm4t4 d under an Enrollment, use of the rp-w v,,rsion will be subject to the new version's Use Rlgl-As If the License for lice earlier vers�pf Pro p r—pellol a ie 1 e on is released; the License for the new version will N'so be perpetual, Perpetual Licenses obtalned through Software Assurance replace any perpett.0 Licenses for the carlicr version. f. License confirmation. This Agreement. the applicable Enrollment, Enro1ed AQliate's order - confirmation, and any document atic o evider,ring transfffs of perpetual Licenses, together- with proof 0 payment, will be Enrcded AfRiale's evidence of all Licenses ckhtained under an Enrolini,ent. i I EA2016Agr(US)SLG(EhJG) Ntr%t2o m) r'aoe 3 of 11 l f I • • 48, • • g, Reorganizations, conseliclat"is and privatizations. If the nLxnber of licenses covered by -an Enrollment charges by more than tell percent as a result of (1) a regvganization, onsolidatlon or privatization of an entity or an operating division, (2) a privatization of an ctan Affiliate or an operating division of Ervoiled Affiliate or y of its Affiliates, or (3) a Consoliddioa including a rnerger with a IIA-d 'party that has an existing agreement or Enrollment, Microsoft rl( wrark With Enrolled Affiliate In good faith 40 <I�oimin�e Ilow to arcot- niodate its than d circurnstances in the coNext of this Agreement. a r rig capres o re clefs an re- maging rig #s. a. General. Enrolled Affiliate may make as many copies of Products, as it needs to distriWe them within the rzn;wprise. Cbl;ies rm wt be true and complete (including copyrigtrt and trademark notices) from maslerrcopies oUlned from a Microsoft approved ftfi illnient source. Enrolled Affiliate mery use a thitid party to make these copies, b(a Enrolled Afflkzie agrees If M111 be responsible forany third party's actions. Eorolied Affiliate agrees � make reafionah e efforts to notify its errooyees, agents: and any other individuals who use the ProcIluct5 that Lh 1wFOCkrcts are licensed from Microsoft and subject to the terms of this Agreemere!. b. ColAes for train inglevakjadon arrd ba,ck-up, For all Products allier than Online Services, Enrolled Affiliate may: (1) use by to 20 complimentafy capes of any licensad f rOCIUCt In a dedicated trains Ig f4cility on its premises for purposes of training on drat perlicutai' Product, (2) use Lip to 10 corF-,ptinlontary copies of any Products for a 60-day evaluation period, and (3) use one cornpli'mentary copy of any.liconsed Product for bacic-up or archival purposes for each 0 Its distinct gs;ographic locations. Trial;; for Gnlinrr Services may be available if specified in file Use Rights. c, Bight to re -Image, in certain cases. ie-irnagiryj is permitted using the Product madia. if the MicrosoY. Product is licensed (1) from an original equipmentmarY;rfyctuer (OEM), (2) as a full packaged Product through a retail source, or (3) under another Microsoft program, then med a provided under this Agreeimen6nay generally be used to create images for usa in place of copies provided through that separate sok rce, This right is conditional upon the followhig: (i) Separate Licenses must be acquired from the separate source for each Product that is Fe- lmaged, Tha Product, language, version, and components of the copies made rnusl be identical to, .the Product, language, version, @nd all components of the copies they replace and the nurrlber of copies car instances of the re -imaged ProdUC[ permitted remains the name. I (iii) Except for copies of an operiting system and copies of Products licensed Linder another lMicrosoft program, the Product type (e.g,. Upgrade or foil License) re -imaged must he identical to the Product type licensed fron) the separate source. (iv) Enroll, d A(Fiaiate must adwre 10 any PrOdLICI-specific processes or requirements for re - Imaging identifial In the Product Terms, Re -imaged Products remain subject to the tearrs anci use rg i s oft1le C2nse acquire ram %, the separate source. This subsection does not create ar extend arty Miciosott warrant or support ebligaYC41. Tiora�"sferrWd r"rriHjLic s. a. Liconso transfers. License hransfers are not permitted, except that customer Oran Enrolled Affiliate may transfer only fi;fhf-pIbid perpetual I,Icenses to: (i) an Affiliate, or {ii a third party solely in connection wills the transfer of hardr7oor em ees to w ior%5e icenses have been assigr)d as part of (A) a pri'vatizatfori ca an Affliiate or aw4o L.R2D1.+F'qf{IJ�rsl r �r1c3;1 av0 r I Ui>cu+7t� rx x2Q 1U209 11 operating division of Enroiled Affiliate or an Affiliale, (B) a reoiganlzalion, or (C) a consolidation. .Upon such transfer, Cuslonwr'cr Enrolled Affiliate must twinstayl tend discv)tintle usli'Lg the licensed Product and render any copies unusab!r~. b. Notification of License Traosfer. Enrolled llffitiaOtril notiry Nli0soft afer by completing a license'. transfer form, which can be obtained from liktn_1,r�rwr�.nvcrosoft.crnillcenslnnlcrnrir ic15 and sending the completed fdorni to Microsoft before the License transfer. No License transfer will be Yalid unless Enrolled Affiliale provides to the transferee, and the transferee accepts in writing, docunierits sufficient to enable the transferee to ascertain the sgcop,% purpo.,e and ta6lations of the rights granted by Microsof i Under the licenses being transferrers (incKriingthe applicable Use Rights, use and Vansfe . restrictions, warranties and li(rlitaiions of liabilit n Li s t i r rrfilh this section �u411 he void, � I 4*internal Assignment of Licenses and Software Assurance. Ucenses and Software 1}+ssurance must be assigned to a single user -or device within the Enterprise, Llcenses and $oliware Assurance Ma be reassi ned within the Enlcr rise as described in ye Use Ri hts. Term and tennination. a. Term. The term of OilsAgreemertt will be 36 full calendar tmanths from the effective dale unless .terminated by either. party a5 described below. Each Enrollment well have the term pro�,^ided in that Enroltment. U. TermInation without cause, Ether party may terminate this Agreement, wilhotltl"on 160 days' tivriiten malice, In the evenl of termination, new Enrollments will not he accepted, #vat any eyWing Enrollment will conlinve for the term of such Enrollment and will continue to be governed by this Agreement. c. Mid-term termination for non appropriation of Funds. Enrolled Affiliate may terminate this Agreernent or an Enrollment w.`hout liability, penalty or further ohligatlon to lnalce paymerits if ands to make payments under the Aq-eemcrnt or Enrolment are not appropriated or afloc;sCed � by the Enrolled Affiliate for such purpose, d. Ter•rrAnalion for cause. Wilhout Mmitirlg arty other remedies It may hake, etcher party may tenl(i;bate an Enrollment if M6 other party materially breaches its obligations tinder li1i Agreement, including any obligaltico to submit orders or pay invoices. Except where the breac is ley its nature not arrable mvitl-An 30 days, (lie terminating party must give the other party 3 days' notice cif its irAoni to terminate and an opportunity to cure the breach, If Microsoft gives such nootice to an Enrolled Affiliate, PACrOSON also will give C LISIOmer a copy f that notice and CLWonner srcjrees to I 1p resolve the breach. If the breach affects othE Enrollments and cannot be resolved between Microzicft and Enrolled Afflllale, together wit, CurtolT er's help, within a reasonable period of time, Microsoft may terminate this Ac(reerrenl ncl all Ftiroliments under it, If an Er, -oiled Affiliate ceases to be Customer's Affiliate, it mus promplly notify Microsoft, and Microsoft may terminate the former AfNate's Forobment. If a( Enrolled Affiliate terminates its Enrobiient as a result of a breach by Micrctsaft, or if Microso terminates an Enrollment because Enrc�led Affiliate ceases to be Customer's Affiliate, then Enrolled Affiliate will have the early teriv�.nation rights described in the Enrollment, o, e. Early termination. If (1) an Enrolled Affiliate terminales its Enrollment. as a resell of a brertch lCueased y Microsoft, or (2) if Microsot4 terminates an Enrollment because the Enrolled Affiliate has to be ,in Militate of Customer, or (3) EnrWed Alfilinle termnates an Enr�iment for non ppropriation Of funds, or (4) Microsoft terminate., an Enrollment far non-payment due to non- ppropriation of funds.. then the Enrolled Affiliate will have the following options: ) It may immediately pay the total remaining amaterlt dais, in;*iding all trlslalltnerxs, in which case, the Errotled Affiliate i idl leave perpetual rights for:ilt Licenses it has ordered; or i r=FS r7nf;�'{L-i4:iL .-1 r(�'0 �q I '+sr--P i rinernnE'nl M2R•in�n!1 I i (it) 11 (nay pay only amounts due as of the lermination elate, k) which case the Erx03d Affiliate uviii have perpettial Licenses for: k2) all copies of Products (Including the latest version of Products ordered under SA, coverage In the current larm) for which payment has been made fn fLIM, and the number of copies of Products it has ordered (inckiding the latest version of Products ordered under Software Assurance coverage in current term) that is proportional to the Mal'of inslalln-wnt payments paid versus total arnoumis due (paid and payable) if the earVy termination hail not occurred. (ili) In the case of early term'.iation under Subscription Enrollments, EnroXed Affiliate wlfl have the follcwing orAions I I) For eligible Produc nroll4offi n may obalrl perpetual Licenses as eosin ec n the Section of the Enrollment tilled "Buy-out option," provided that Microsoft receivss the buy-out order for chose Licenses within 60 days after Enrolled Affiliate pr0vde.s notice of termination. 2) In the event of a t'XeaulT by Microsoft, if Customer chooses not AercIP-i My-out cirtion; Microsoft w119 issue Enrolled Affilnite a credit for mny amount paid h advancr; for Subscription Llcenses that the Enterprise will rent be able to use to do the termination of the Erlrollrnent, i Nothing In llnis section shall affect perpetual License rights �rccltllred cipher in a�sfe�ira�te ayreernent or in a prior term of the terrrl Mated Enrolhnel Effect of tortn4nallon or expiration- 11`firen an Enrotimsnt exPre cc s r rla e (1) Enrolled Affiliate rrrtrst order Licenses for alb copies of Prockicts it has run for which it has not previously submllted an order. Any and ak unpaid -payments for any ardor of any kind remain due and payable. Except as provided Irl the SUID11 ctian Wed "Ea 1 1 in t' � " I Winpaid payments for Licenses immediately become due and payable Enrolled Affiliate's right to Software Assurance benefits under this AgreenlerNt ends if it noes not renew Software Assurance. Modification fx termination of an Online Service for regulatory reasons. fviicrosoft may modify or lerminate an Onllne� Service when there is nny current or future governmerrt requirement or obligation that; [o) subjects 001cro%oft to avy regulation or regU,"f nlent not generally applicable to businesses operating in the lWisdiction; (2) presents a hardship Sir Idllcrosoft to cor6nue operating- tale OnlIme Service wi6hotrt modification; andlor (3) causes Microsoft to believe these leans or the Cgilkie Service may cceiflici with any such requirement or obligation. Program updates, Microsoft may make char s to tllopr0991 that will A it a for Customer and ids Enrolled Affifiales to enter into r*w aTaements and Enrolments at k)e time of an Enrollment renewal. 7. Us�hip� hfs�7jd re ric i h. • a. Products, UnlQss otherwise specified in a supplemental agreerrrentr use of any Product is governed by the Use Rights specific to each Product and version and by the terms of the. applicable supplemmtital agreement. . b. nixes, Each Fix is licensed under the same terms as the Product 50 which it applies, if a Fix is not provided For o speciflc ProdLlCt, arry use rights MicroscO prm4ides with the Fix wilt apply. . c• Nan -Microsoft software and technology, Enrolled Affilfale is solely responsible for any non - Microsoft software or technology that k installs or uses with the Products or r'ixes. I 40 r I LA.GUIGA!!r'(US)SLGfE��ttyi4;Nuv21}1E1 F ill G or i t I DowwRill X20102CA1 I I 1 rl, Restrictions. Enrolled Affiiate must mt (arid is riot licensed to) (1) reverse engineer, decomole, or disassemble any. Product or Fix; (2) Install or me non-hicrosoft software or technology in any way that ,voila subject Microsoft's intellectual property or technology to any other license terms; or (3) wort; around any technical limitations Yn a Product or Fix or restrictions In Product docrnnentatien. Customer must not (and is not licensed to) () separate and run parts of a Producl or Fix on more than one device, Upgrade or downgrade parts of a ProdUCt or Fix tit diifererr't fines, or transfer parts of,:A ProdMt or Fix separately; or (y) distribute, sublicense, rent, lease, lent any Products or Fixes; in whole cir In part, or use Ihe,m to offer honing services to a third party.' e. R6servation of rights, Products and Fixes are protected by copyright and other Intellectual property rights laws and inlernallonal treatirxs. Microsoft reserves all rights not expressly granted in this agreement. No 1�11 1-11 will be granted or impUed by waiver or eslappel, Rights to access or Use Software on a Lievice do not give Customer any right to Implement Microsoft patents or (her i(.rosoft k Ilectual property in the device Itself or Un any other sogware or, e ' cs. I• %8.Confidentiality. "Corfidentfal I11forme6on" is non-public Information that is desi,gnaded "confidential' or that a masarrab?e person shatrSd understand is corrfidentlad, including Customer Data. ConfidentiN Information does 110 111CILIC1e information that (a) becomes publicly available wiSrotrt a breach of this agreement, (b) th receiving party received lavrfully from another source without a conlidentiaRy obligation, fc) is IndepeMer�ly developed, or (d) is a comment or suggestim volunteered about the other party's business. products or services. Each party will take mmonable steps to protect the other's Confidantlal InforiwaYon ind will rise the other party's Confidential Information only for Ixx'pases of the parties' business relationship. Neither party will • disclose that Confidential Information'to third parties, except to its employees, Alfgiatea, conlractors, advisors and consu;tsOs ('Representatives") and then coly on a need-ta-know basis tinder nondisclosure ohligations at least as pmtedtrve ors this agreement. Each party remains responsible for file use of the -Confidential Infonnalion by Its Representatives and, in the event of discovery of an urrauthor'ized use or disel.osure, must proir+ptly notify the other party. A party may disclose the other's Confidential Irifor ion r rettlnret y a ; u a a [el no ..es he otherparly (if legally permissible) to enable the other party to seep a protective order. hleither party is rectUred to restrict work assikdnment5 of its Representatives who have ha 'Iccess to Corflderdial Inform,abon. Each party -agrees that tl7e use of Wormation retafr-�sd in Reprezent:dWes' unaided memories in the develofxrnent or dejilcymeni of the parlies'respeclise products or servfeez does not create liability under this Agreement or trade secret la-m, and each party eigrevs to limit what it discloses to Oe other accordtrrcr'y� Thn:se obligations apply (i) for Cif me l to r.,f r I P P. P,21 ram 0r1 e er<r. es, d (N) for all. other Canfideniial infcrsnstian, fcs a period at five ears after a party receives the Confidenti�;f In(arn�atin, } i q9.PPWr1V,a=CY,0n compliance it aws. • a. Enrolled affiliate consents to the processing cf personal inforalWon by Ibllcrosoft and its agents to facilitate the suf ect rnalter 'of this Agreement. Enrolled Affiliate will obtain 0- required consents from third parties under applicable privacy and data protraction law before providing persoriol infor+mtlon 10 Microsoft. . b. Personal Wormtion collected under this agreeirient (i) may be Iransferred, stored and processed in the United States or any other country in which Microsoft or its service providers maintain fachtles arxl (fi) vAl be subject to the privacy terms specified in the Use Rights. ros�wiil a�by ll� require�ts �urapean Ecorramiea arrJ Ss data protection i SAM i=riot niovzni�3l rage 7 of n l � � Uor�uinenr x20•10209 to 0:0 • •• lave regarding the collection, use, transW, retention, and other processing o"personal data fl'nrrr the European Ec orinmic, Araa aril Switzerland, c, U.S. export. Products and Flxes are subject to U.S. experl Jurisdiction. Enrolled Affiliate must comply with all applicable internallonal and iiaticoal IaWS, iticfuding the U.S. Export Adnlinislration Regulations and' International Traffic in Arms Regulations, emd end -user, erhd use and destination restrictions issues! by U.S. and oilier governments related to IVllcrosoft rod= a s wises aI rgloyi . fiC1, Vi+�c?I'i'cif7i~lESi - a, Limited wart and remedie . (1) Software. Microsoft warrants That each version d the 5c,lware will perform substantially US described in the applicable Product documentation for arc yew from the date the On1Enterprise is first licenseclifor that Version. It It dons not and the Enterprise notifies Microsoft within the warranty lerm, then Microsoft will, of its option (1) return the p6ae Enrrtiled Affiliate paid for the Software license, or (2) repair or replace the Software, line Seivices, fAcrosoli warrants that each Ciiline S--rvlce will perform in accordance wllh the appficatile SLA during the Erg er rVie's use. The Enfor .rice's remedies fcn' b each of t1ris warranty are in the SLA. 1i The remedies above are the FrOerprise's sale remp-dies ,or reac of he warranties n th:s seefion. Customer walves any ter each of warranty claims not made during the warranty period. b. EXCILISiosrh5. 'i'[�,- warranties in'this agreement do not apply to pxobleiiis caused by accident, e-b.ise, or use in a manner Inconsistent with this Agreement, including failure lio ineel niinV"uni, system requirements. These warranties do not e»ply to free, trial, pre-release, of lr+ products, or to compcoents of PrOucts that Enrolled AffiliaSe is permitted to redistribute c. Disclaimer. Except For the `limited warranties above, Microsoft provides no other warranties or conditlons and disclaims any other express, implied, or statutory -warranties, including warrantles of t alit title non-inf in .emen merchantabillty, id fitness for a particular xir ose. Defense qo rd oa v c arms. The parties will defeivd each other against the third -party clean% described in this section and will pay the amounl of any rasulting adverse final judgment or approved settlement, but only if the defending party is prompiy notified in writir.-9 of the clainn and has the right 1,o control the defense and any settlement of it. The party being defended must prm Ade the defending party pith all regUested assistance. information, and authority. The defen6rird partywili rek'nburse the other party for reasonable out-af-pocket expenses k incurs iI ravidaig assistance. THs section describes the parties' sate remedies and entire liability for such claims. I a. By Microsoft. Microsoft wilt defend Enroned Afffiate against any third-peyty claim to the extont 4 alleges that a product car Fix made available by Mlicrosoft fora iee and used within the scope of the license granted (unmodified from the form provided by Microsoft and not combined with any'ihltig else) fnisz,propriales a lrarle secret oa' directly infringes a patent, copyright, tracicniark or other proprietary right of a third party. If Microsoft is unable to resolve a rlaitn of kvfringenient under commercially reasonable terms, it may, at its option, either (1) modify or rep4ace the Product or Fix with a funclional equivalent; or (2) terminate Enrolled Affikate's license and refund any prepeiid license fees (less depreciatian on a five-year, straight-line basis) for perpetual licenses arid any amour paid fcc Online Services for any usage pericct after the termination da(e, Microsoft vA11 not be Itabfe for any claims cadamagas d+ie to Enrolled AffYiate's cant kwied use of a Product cc Fix after being notified to stop due to a third -party claim. . 1), Qy EnroIIed Affiliate, To the dxtent perm llled by applicable law, Cnrcdled Affiliate le.,iII defend . Microvolt against any rd-party G ni to [tie e it allege t: (I) any Criskemer Data or i • - llie I e 6 of 11 NAQWW" C>uCUfhl�nl ]410•102U':I I is non-h4iurosoft software hosted in an OnIkie ; eNce by Microsoft on Enrolled Affiliate's behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or otheo proprle'tary right of a third party; or (2) Enrolled Affiliates use of aky Product 1='a r,e r i combination with anylhi.l else, uiolates the law or damac as a rntrd aril. r 01, Lem' atran of For each ProcGuct; each party's maxirKrm, aggregate tiaNlity to the other Lvider this Agror ownt is Nailed �to direct damages Wal(y awarded in an amotint not to exceed the an>ouiits Enrolled Affiliate was required to pay for the applicable Products during the ItenTI of this Agreement, subject to the fralloWng: a. Online Services. Por Online~ S6rvices, WrXOSOfl'S maximum liability to Enrolled Af Mate far 9eny iricidenl giving rise to a claim Mll not exceed the amount Enrolled Atfiliate Maid for the • Ctiilkr-W Service durin g the 'k 2 months l�forc the incidont, b. Free Products acid Dlstrthutable Code. For Products praWicked f of chavrxt wo heat Enrolled Affikate Is aufhorized to redistribula to third parties without separate payment to lcros* Microsoft's lislhiNty is limited to direct doinages finally awarded up to U5$5,O0o, . c. Exclusions. In no event WX either patty he liable for indirect, Incidental, special, punitive, or onser lentiak damages, or for loss 4f use, Inns of usir►ess information,� revenue, onternipli+on of business, howevdr cnusecl or on any theay of liability. rc Exceptaans. No limitation or exclusions ,will apply to iiabi4ty arining oer pa y s onfidentiai+;ty obligabDns (except for all liability related to Customer Data, which will reniakn subject M the Iimltations and exclusions al>ove); (2) defense cbligetions; or (3) vial tfon of If other party's tnte;tectual property rights. i 93 Verifyincq comp ranee. 0 . a. Right to verify compliance. Enroled Arfiliate must keep records relating to all use and distribution of Products by Enrolled Affiliate and its Affiliates. fAcrosc+ft has the right, at ;ts expense, to the extent permitted by applicable law, to verify compliance with the Product' . license terms, Enlclled Arfllide must promptPl provide tlxe independent auditor with am/ information the auditor reasonably requests in furftierance of the verificalion. Including access to systems rumning ilia Products and evidence of Licenses for Products Enrolled AffiKeite hosts, skihl;renses, or dislilbutes to third parties. Enrdled Affiliate agrees to complete Microsofl's self -audit process, which Microsoft may reguire as an alternative to a tNrd party audit. b. Reinedies for non•conilbianc4p. If verification or self -audit reveals any Unlir..ensed (I'M or WrstribLAion. then within 30 days, (1) Enrolled Afflliate must order sufficient Licenses to cots; at use or distribution, awl (2) if unlicensed use or distribution is 5% or inore, Enro0ed Affiliate 41Crsf reimburse ldlfcrosott for the cost Microsoft has incurred in verification and acgkire the cessary ydckliniW licenses at 125°/n of the price based on the then current price list and Enrolled Affiliate price level. The unlicensed use percentage is based on the total nurTabar of licenses pixchased compared td actual Install base. If there is no unlicensed use, Microsoft ~,rill WIts ofribiect Enrolled Affillate tolanotlaer verification for at least one year. By exercising the dand procedures descrbed above, Microsoft does not waive its d4its to enforce this greement or to nrolect its inte4eckial property by any other means permitted by law � c, Verification process. Microsoft will notify Enrolled Affiliate al least 30 days In radvan�.rlrof its rrtent to verify Enrolled Affikale's compliance with the kense terms for the Products Enrolled Affillale and Its Affiliates use or distrlbuite. Microsoft wlil engage an independent nudifor, which mill be subject to a confidentiality obligation. Any infohnatlon collected h the self -audit will he used solely for purposes of cletermin'+,icl compliance- This verAcation will lake place during W ".. ormal business tours and in a mar.ner that does not interfere unreasonaNy with Erirolterl > /�1111 ii3,y+(lJS}SLCi(�rJc�)(r)oYzrilst Pap q of I I nrcucnznt X?n• I [?7.n� �l� �". 144rseellaneotis. is , a, Use or contractors, Micros ft m�rrtr o pe aonriP ceS r„ W e res cosi to �ar their performance surhjeci to the terms of lulls A,grerntent. a, Microsoft as independent contractor. The p7rfies are in epenan rat ors. Cnral'ad Affiliate and Microsoft es inay I veto Ycducts inde -e 'i "I u •Ing t o s Confidential Infornialibit c, Notices. Notices to Microsoft roust be sent io the address on be signature fornn. Notces musL be �n writing and will be treated as delivered Ni the date shOW11 an the return receipt or on the courier or fax confirmation of delivery. Microsoft may provide information to Enrolled Affiliate about l;pcortling ordering deadlines, services, and subscrlptton information in electronic form, incisrding by email to contacts provided by Enrolled Affiliate, Emails M,9.. be treWeti as delivered - on the tralsmisslw date. d. Agreement not exclusive. omen Is re'e to enter into ac reemen s to licensp, use cr 4Wromole non -Microsoft products: e. Amendments. Any amendmerit to this Agreement must be exeeuted by boll) parties; except that Microsoft may change +ihd Product Terms and the Use Righis from time to time In accordance with the terms of this Agreement. Azly conflrvl4rl9 terms and condibDns contained in an Enrolled Affiliate`s purchase order will not apply. Microsoft may regtNre Customerto sign a new agreement or an a riendment before an Enro led Affhate enters aato an Enrollment under this agreement, r f- Assigmnent. Either party rrray assign this Agreement to m Afflli;il4, but must notify the other party sn writing�of the assicdnmeht. Any dher proposed assignment must be approved by Ile non-assiyrning party in writing. Assignment w14 not reti-ve the assigning party of its obligations Mder the assigned agreement Any attempted assignment avithout required approval will be vow, i g. Appl4cahte law; dispute resolution, The terms of tWs Agreement will be goderned by the laws of Cugtornf is state, withca.rt giv;))g effect to its conflict of laws. Disputes relating to this. Agreement wix be subject to appHct,ble dislyjte resolution laws of Custcx)ler's state. h, soverabllity, If any provision in'this agreement is held to be unenforceable, thehal�oce of the oyeement will remain in full fora: and effect. i, VUalver. Failure to enforce any' provision of this agreement w!6 not constitute �"Graivpl�,�� waiver must be in writing end signed by the waiving party. f. No third- art heneficimries. 'T11i /1 ree 1 lots not rrol a any Ir -par ene rc a 7 Ic, surviva . All prov sion�ve tr�nti rya on or expiraliW his Agree ant except t ,:)se recr-ilring performance only du41g the term of the Agreement 01. ManagementandRep9rting. CustorneranrflorEnrolled Afiii'ratemay manacgeaccou�nlclelails (e.g„ co cis, orders, Licenses, software downloads) o icros0ik's Volume Licensing Service other ("VLSC') web site (or successor site) at:. I��s.1'. V m;crosoft camlticenrirtiglservic�center. Upon the ZTective elate of this Agreement and any Enrollments, the corilkt(s) identified for this purpose Will be provided access to this site and mwl authorize additional users and contacts. Ill. Order of precedenice. In the ease of a conflict between airy POCr tenPsn1IrRCLWrEP_?enTn1,riWi is not expressly resolved in those documents, (heir terms wilt control in the followinrl order from highest to lowest priority: (1) ks Enterprise Acdreerrrenl, (2) any Enrollment, (3) the Product Terms, (4) the Cfifi!fe Services Terms, (5) orders submilted a rider this Agreerreent, and (6) any other documents in this Agreeillert, TPirnq in an arneodrnerrt tonlrol over the amerAed docurneni and any prior amendments concerning the ;a+'M 150.bject rnalter, �zcir;afuslscUr>raat(nnazurci 'I 1 rfoorfr Dooumenl Y.20- io20 r I n, Free WC,Rls 1icrosofl's im,ant Iha a erms of t .�s Agreement and the Use Riigh!s be in compliance with all applicable federal law and regulations. Any free Proclarct provided to Enrolled AfWate is for the sole use and benefit of the Enrolled Affiliate, and is not )rov'd r . use by or personal benefit of any spec",`r government employee. o. Voluntary Product Accessibility Templates. Microsoft supports the governmen 's oblual Ni to provide accessible technologies to its citizens with disabilities as required by Speclion 50B of the Rehabilitation Act of 1973, and its stale lave counterparts. The Voluntary Product AccesSibifrty Templates ("VPATs") for the Microsoft technologies used In providing the Oraine Services can be faaxrid nt Microsoft's VPAT page. Further' information regarding Microsoft's cornnVftient to accesslbfty can be farrnd at hitp.lf%vwvi.n,lic[,osof[.cornrenabfe, p. Natural disaster, In the event of a "natural disaster,," Microsoft may pro d,3sisto-ice or rights by posting them on I)tto:?la+r_v,�r,microsoft.corn at such Same rf- Copyrighl- violation. Excepi as set Fo0i in the section above entitled "Trans Qting and re assirgnaig Licenses", the Enrolled Affiliate agrees to pay for, and comply with the terms of this Agreement ai-41 the Use Rig Ws, for the Products X uses. Except to the extent Enrolhad Afftiate is kensed under (his Agreement, it will be responsible for its breach of tots contract and violation of Microsoft's copyright in the Products, includi ig pay)iient of License fees specified In this Agreement for unlicensed use. r 40 .:. I FA2djz.iAqrtUS)SLG(Ei-lUlr�Iov20IG) i, Pal li of r I s e e pl..-. I Y,211-102G9 I 1 I i I • C, r Mir:rosoft Supplemental Contact Information Form rolMir 1_ICnrl This form can be used in cornbkialion with MBSA, Agreement, and Fnrollmosnt1Registratbn. However, a separr}te form must be submitted for each cnrollmentlregistration, when male than one is SLIN11itted on a signature form. For the purposes of this form, 'entity" can mean the signing entity, Cuslorrler, Enrolled Afriicete, Government Pariner, Institution, or other party ertfering into a volume licensing program agreement. Primary and Notices contacts in this fon-n will not apply to emolknents or registrations. Pr to: •❑�'A I• O Asycemenl I GrIrollntentlAffitiate Registration Forl nsert primary entity name of more then one -nro men, Reg s ra on FDrm is Contact information. Each pia ty will notify the c4her 111 of the i"nine, in A01101At infQrrrlaon page(s) chanrjes_ The asterisks (') indicate required fiekds; if the entity chooses to designate other contact tyspes, the same required fields musl be Coii�)Ieted For each section. By providing contact information, entity consents to its use for purposes of adminlsterincd the Enrolisnent by Microsoft ac'Itd other paltles that help'W1ir_rosoft adminisler this Enrollment. The personal information provided In connection With Ilils agreement %vill be iised apd protected according to the privacy statement avayable -II. Pittrr�c:lr'ti censing , m Icrosc�fl_com. 9. 9 Additional notices contact. • 0 E his contact receives all notices that are sen from A,iicrosoft. a on 1nC' ac r? s is grvn e o his individua Name cf e l y""Ylver"d, Contact name'Regina Lasr derburk Contact email address* RFLkidet,burk@rlvco,or Street address` 345.0 14th Street, 4lh Floor City" Riverside 5tatelProvince" California (Postal code" h2501-3861 Country* USA Pfiorre" 951-955-2265 Fax ❑ This contact is a third party na Re!lity. nrng: con sic recc ves person.: y I l�& information of the ertti; "2.Softva�are Assurance manayel TNs contact will receive online permission- to mans a the Software: A :siirEartee: benefits urxler the EnrUlment or Registration. Name of entity' Cwniy of R Ars1 2 Contact name`: First Regina Last Funderburk Contact email address' RFunderb4.irl[ VAivco.o10 Street address* 3450 14th Street, 4th Floor, City"Riverside StatelProvince' California �f ostal code' 92501-W I i ytt C4nirClMkaF.,r.A((NA, 13} PJgc 1 a[;i Country" USA Phone* 951-955-2265 Fax ❑ This contact is a third party (riot the Wky). Warning: This contact receives personally identifiable tnformaVon or the entity. - $310 Subscriptions wanager-, . This contact will assign MSMI, Expression, and TechNet Plus SUbscrlptlQn kcnses to 97e lnd)vidlrN subscribers under this EnrollrnK4 or Regislration. Asgigr�ttient of the subscrlpt'ron licensr±s is necessary for access to any of the online benefits, suc11 as subscription downloads. This contact will also manage airy complimentary or adclitianN media �a,chases related to these subscri ti s. Name of entity* County of Riverside Contact name*_ Fiat Regkta Last Funrlei urk Contact email address' RFunchrburk.@rivco.orcl Street addreW 3450 14111 Street, 4t11 Floor City* Riverside StatelProvince' California Postal code' 92501-3861 Country' USA Phone* 951-91-955-2265 Fa ❑ Thi,- contact is a third party (not the entity). Warning: 'this contact receives personaXy identifiabtes infacmation of the OJQyy. 04,E Online services manager. 'This rcolact will be I�roV o ke permissions to manacg e or ine services or ere tin er ilia Enrollment or Reg istraiion. Name of entity' County of River -IN Contact name": Flast Luis Last Flores 0 Contact email address* LFFlc emi o&!r .m.org Street address* 3450 149h Street, 4th Floor City" Riverside StatellProvince° CaHornin Postal code' 92501-3801 Country" USA Phone* 951-955-8114 Fa ❑ TNs contact is a third party (not the enlY,y). Warr!ng: This contact receives personally ideNifiable 1p 16mIntloo It a entity. . M 5. Customer Support Manager- (CS1W). Thi3�person is designated as the Customer Support Marla. er CC or su) o -I-C a ecl Z cm A ies Name of entity* County of Riversid Contact name': First LUIS Last F;ores Contact email address* LFFloresc@rlvco,org 5troot aclk&e5s' 3450 14th Streel, 41h Floor City'Riverside Stato/Province' California Postal cocle' 02501.3861 Country" USA Phone" 951-955-81,14 Fax 6,10 Primary contact information.. me An individual from inside the organization must serve as the pr!triary contact, This contact receives o"Xne administrator permissions and may grant online acces others. is contact also receives all notices. unless Microsoft is provided written notice of a chap e Naerne of entity" County of Riversid �u G�lyd.acileefar�urJn h,}K IiJ;i, kNea '�.0 Ai:Sa Paar'L of 3 Contact name: First Jim Last Smith Contact email address" jimsrnKh c@rivw,or treet address' 345014th Street, 4th Floor ity' Rivefs,!d atelProvince* CA Postal code` 92509-3861 Cocrntry' US I'l1an * - 31- 7. polices contact and online administrator informatio This individu:91 receives canline adii 'ri r", r iermissiais and Im 9rtil i riI'll , access contact also receives all notices. ® Same as p0mary crn•vraci Name of entity` Contact name*; First Lasl Contact email address* Street-,mldress' City* Statellarov}nce' Postao! code' Country" Phone"Fax This Cco act is aPratarty (not the ant y), Warning: 7 s contact receives personal?y identylable inbrrnation of the entitvJ ^up,,tac nfnFurrri, NO, R,"t tU Fn WMicr®s®ft Document Headershee * This is for informational purposes only nnsE==: 5*000onA275258 TrackTrack ing Nu Doc Type: 4RDo not modify the formatting ar Vacing of this Form above this text Subsidia EYO )nt-- ��5iner Name 1 Alias: Country: United States LAR/LADIESA: Insight Direct USA, Inc. 1 ProqramfVersion EA 6 2016 . (Scanning Code) ACCOUNT: County of Riverside Outsaurcer Name; Business Agreement Number; PAaster Agreement Number 808444S Agreement Number: Pu,i chase Order Number: Comments: 912316999 9:42:40 PitR • iI N EVolurne l_rce.1�5ji-I Amendment to Conti -act Docurn 1 P;. 1 I' JF� i �� �`rr1 � . OOd-kayleccl-5-O4 , . This; timr idiocnl ("Arnendimunl") is entered kilo between the parties fclemI red on me allacher! ptog-ani slpna(tu'e Fora. It aniaixis tbs Enr cdo nt or Agreement identified ak)tnve_ All terms used lust nc� defined In this Amendment v, Ill have the sane meanings provided In That Enrollment or Aerreeiment. MineFprlse greement CLIstom Terms CTM 1, Srnlion pie, "Form", is hereby emended and restated as follows: a. Term. The lenm of INs Agreement will remain in effect unlesa terminated by either Vnrly Iffs described below. Each EnrollrnerM will trave the Iran proaidr'.[i in fhb Enrollment. . 2. The pricing that rihicrosudl trill after Enrolled Afffir l . ; Resdler for 'Enrollrn1 effrrfive. between November 1, 2019 ihro-Llgh October 31, 2021. andYlat will apply for the entire initial lean ur such F-mollinents, is as FollDws: Level En erpriss Online Services" bevel 0 (tnclurl v Pull USLs, I-rom SA irinus 2% USLs, Add,cns aril Step Ups) Eilterptise Products Le,;ei D • i Examples include but arc ri t li to to the followkit3": N1365 L3 and 1=5, Lnlrrprise Mobi iiy + Secus'Ry E3 and E5. Office 365 Enterprise E1 or E3, Windows -10 Enterprise El or E5 Office Tr.5 Pro 1 iinrJoWeD Cnterprise,�re CAL Suite, Enterprise CAL Suite Additional Products Level D N1365 F•1, M365 E5 Compliance, M365 E5 Security, Office 365 Fritorprlso F1, Prnjecl Online; Vislo Online Flan -1 or Pl�r.3 2, . I Oyrummrs 365, Azure, SOL Server, Windo.vs Server, eK:. Server and Tools Product Level D SharePoini Server, SC]L Server, BfzTalk (applies to Carver and i 9ervor, Visual Studio. Coro Infraslrurture Fnrollments only) C cl suites, etc ' I ilt• ex.:implesixclvda ollhue svrvi_es XwA are rrnhible in eiil.er the cut rynrercial UI gnvvnrndnt 00tid ❑ilzrinc'. ";]rrati5�inrt F,m'rp!isp (lnlinP 1P.ILI[BS ?f! ulcrlllriP.d IIS Ihr, PradU6i TP,rm5 with ICiP.. Gall vWL1ff ol'FQ" tri IhC u4hte5 fqr 'rhog'trrn A-ru•la5itlly'. ilre scx�Fc al �rilurpliye U:rfin2 ;ervlces is �ubje t la chi �e�� EnL=_!prse Qnl[re enlcrs a*a0letl. L ndritedrreosed cr;novedRom the Enrerprse pngam crfeOq FeasExcIUSicit , piv to SJtaid 21disrFn v 1q lotus. vd J L'llu! C T•{3Pr• :'11C _ BD Papa I or 7. V • • 4P- The price fist molifh thatapplles to an order is not a rac4ar lfr doterminmg Whedher the 2dditnal Z'/, discount an Enterprise Online Services may be a lied to an orders. The only applicahle factor is Um effective dale of the Enrdwe The discount (IOUs not tn)l ID ariv extension of the iriltiai Tenn r eavat Fnrnlln-rCrrls. + The c'rscmmt noes not npply to any prarrinfional SKUs. Enralled Mlia►le is enlitim] to Me loner of the promaticutal price or discounted price, rhe ice teloal Brat applies to Enrollments e9eclive on or after Noventar 9, 2a21 is Level D Inir domts. eseiler and Ifs EJ'Wolled Atfiliale will determine the Enrolled A(Filiafe's actual price and payrmnt, terms, Except for changes matte by this rrr t r er ., to F-riroflment or Agril-emem identift6cl above rentauis unchanged and in full force and effect If (here is any conflict between any prov�slon in this Amrenol ment and any provision iru the EnrollrnKg or Agreemr;nt idefilifiml abmie, this Amvrxiirr-rut shall control. This Amendment must he attached to a slgrlatUre form to be valid. licrosoft Internal Use Only; Riverside County L•A Amend r3.7.docx Amer.rmerlArm A 0 CT1J-CPT-C:PT-F1AJK l3 r+if. is 7 of � l P