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Home My WebLink AboutINSIGHT PUBLIC SECTOR, INC. INSURANCE NOT ON FILE A-2026-005 WORK MAY NOT PROCEED CITY CLERK DATE,JAN 2 3 2026 o= IT [ ) LICENSED SUPPORT PROVIDER(LSP) AGREEMENT WITH Mike INSIGHT PUBLIC SECTOR,INC. FOR MICROSOFT PRODUCTS AND SERVICES THIS AGREEMENT is made and entered into on this 20Tu day of January, 2026 by and between Insight Public Sector, Inc., an Illinois corporation ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California("City"). RECITALS A. The City desires to retain a Consultant having special skill and knowledge to be engaged upon with the City as a licensed support provider ("LSP") for Microsoft Products and Services. B. On November 1, 2024, the County of Riverside entered into Agreement #ITARC-00930 based on Request for Qualification ("RFQ") No. ITARC-532 for Microsoft products and services under an Enterprise Agreement with an enrolled affiliate government partner identified as EA 8084445, C. Pursuant to Exhibit A of Agreement#ITARC-00930, Consultant made the agreement, as an LSP of the Microsoft Products and Services under Microsoft EA No. 8084445,available for use by governmental agencies within the State of California. The LSP would serve as the liaison between the political entity for enrollments under the Microsoft EA. D. Agreement#ITARC-00930 also extends the same pricing, terms, and conditions to every political entity, special district, in the State of California for entities, including the City to make purchases in their own name,make direct payment, and be liable directly to the LSP of their choosing. E. Pursuant to Santa Ana Municipal Code § 2-807(d), this contract may be entered into between the parties, and is exempt from competitive bidding, for purchases from vendors awarded the same type of purchase contract by a federal agency (including the general services administration), a state agency, county, city or other public agency after a competitive bidding process determined by the purchasing manager to be substantially equivalent to that prescribed by Article VII.II regarding purchasing rules and procedures. F. The aforementioned facts detailed in Recitals B-D satisfy City code requirements and Consultant has represented to City that it is able and willing to provide such services to the City. G. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: Page I of 8 1. SCOPE OF SERVICES a. Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor,materials,tools,equipment,and incidental customary work required to fully and adequately complete the services described and set forth in the Program Signature Form, attached hereto as Exhibit A, and incorporated by reference. b. Consultant shall also perform, during the term of this Agreement,the scope and details provided within Exhibit A to Agreement#ITARC-00930, attached hereto as Exhibit B. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit B. The total amount to be expended during the term of this Agreement shall not exceed$2,900,000. b. Payment by City shall be made within forty-five(45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House(ACH)transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on February 1, 2026 and continue through January 31 , 2029, unless terminated earlier in accordance with Section 15, below. The parties agree and understand that the term defined,above, is controlling, Any extension or renewal may be subject to approval by the City Council of the City of Santa Ana. i 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement;however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages,.employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. Page 2 of 8 5. OWNERSHIP OF MATERIALS This Agreement creates a nonexclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time,provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. G. INSURANCE Insurance requirements shall be defined by the requirements set forth in Section 8 of Agreement#ITARC-00930, attached hereto as Exhibit B. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,employees,contractors, special counsel, and representatives from liability; (1)for personal injury, damages,just compensation,restitution,judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and(2) from any claim that personal injury, damages,just compensation, restitution,judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages,just compensation, restitution,judicial or equitable relief suffered,or alleged to have been suffered,by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify,hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution,judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding.Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8,the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Page 3 of 8 Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any Onited States' letters patent,trademark,or copyright infringement,including costs,contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents,proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance,but in no event less than reasonable care. "Confidential Information"shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that(a)has been disclosed in publicly available sources;(b)is,through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or(e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE a. Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. b. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, as defined under the City's Municipal Code, whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Consultant or have any other direct Page 4 of 8 or indirect financial benefit or interest in this Agreement. c. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any CalPERS retiree as authorized by City Council resolution d. The Consultant must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Consultant warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Consultant hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written disclosure of such facts to the City. Full written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material.breach of this Agreement. e. Consultant covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported(in whole or in part) by City funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections (b) and(c) above. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color,creed,religion, sex,marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto,the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to,the terms and conditions hereof,shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party,which is not embodied herein. Page 5 of 8 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event,Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s)completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement, 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure,right or remedy.No waiver of any breach, failure or right,or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar,nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION-VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County,California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers,and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and i Page 6 of 8 this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF,the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF S TA AN ennifer L. It Alvaro Nunez City Cle City Manager APPROVED AS TO FORM: SONIA R. CARVALHO INSIGHT PUBLIC SECTOR, INC.: City Attorney .�aax� �z�is/cecdai. B onathan T. Martinez Lisanne Steinheiser Assistant City Attorney Global Compliance Officer RECOMMENDED FOR APPROVAL: /r L,4 Jac iulla Chi Technology Innovations Officer Information Technologies Department Page 8 of 8 in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender,demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail,postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section,to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Chief Innovations Officer Information Technologies Department City of Santa Ana 20 Civic Center Plaza(M-42) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Insight Public Sector, Inc. Attn: Scott Friedlander, IPS SVP 2701 E. Insight Way Chandler AZ 85286 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four(24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames,weekends, federal, state, County or City holidays shall be excluded, 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of Page 7 of 8 EXHIBIT A Program Signature Form Microsoft Volume Licensing Program Signature Form MBAIMBSA number AMD000476143 Agreement number 8084445 Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or fisted 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 fable be o re entered into between the Customer and the Microsoft Affiliate signing, as of the effective date ed below. Contract Document Number or Code Enterprise Enrollment Indirect -10637 Product Selection Form 31 46.004 PSF Enterprise Amendment IV97 68742008 By signing below, Customer and the Microsoft Affiliate r both parties (1) have received, read and understand the above contract documents, incl in an ebsites or documents incorporated by reference and any amendments and (2) agree to n by the terms of all such documents. Customer Name of Entity (must be legal anti ity of Santa Ana Signature* Printed 'First and Last Na Printed Title Signature Date* Tax ID *indicates required field ProgramSignForm(MSSign)(NA,LetAm)ExBRA,MLI(FNG)(May2020) Page 1 of 2 Document X20-12883 icro.soft + Microsoft Corporation Signature Printed First and Last Name Printed Title Signature Date (date Microsoft Affiliate countersigns) Agreement Effective Date (may be different than Microsoffs signature date) Optional 2w Customer signature or Outsourcer signature(if applicable) Customer Name of Entity(must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* *indicates required field Name of Entity(must be legal enti Signature 4%b-kll� Printed First and Last Na Printed Title <?ZX01 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)(May202O) Page 2 of 2 Document X20-12883 Microsoft Enterprise Enrollment State and Local Enterprise Enrollment number 68742008 Framework ID (Microsoft to complete) (if applicable) Previous Enrollment number 81632767 (Reseller to complete) This Enrollment must be attached #© a signature form to be valid. This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature form. This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4) the Product Terms, (5) the Microsoft Products and Services Data Protection Addendum, (6) any Supplemental Contact Information Form, Previous Agreement/Enrollment form, and other forms that may be required, and (7) any order submitted under this Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement. By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement. All terms used but not defined are located at http://www,microsoft.com/licensing/contracts. In the event of any conflict the terms of this Agreement control. Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates. If this Enrollment is renewed, the effective date of the renewal term will be the day after the Expiration Date of the initial term. Otherwise, the effective date will be the date this Enrollment is accepted by Microsoft. Any reference to "anniversary date" refers to the anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in effect. Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months from the effective date of the initial term. The renewal term will expire 36 full calendar months after the effective date of the renewal term. Terms and Conditions 1. Definitions. Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The following definitions are used in this Enrollment: "Additional Product" means any Product identified as such in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. "Community" means the community consisting of one or more of the following: (1) a Government, (2) an Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a Government or a qualified member of the Community, or(3)a Customer with Customer Data that is subject to Government regulations for which Customer determines and Microsoft agrees that the use of Government Community Cloud Services is appropriate to meet Customer's regulatory requirements. EA20261 EnrGov(U5)SLG(ENG)(Aug2025) Page 1 of 10 Document X20-10637 Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government Community Cloud Service. "Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services, except as noted. "Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products must be licensed for all Qualified Devices and Qualified Users on an Enterprise-wide basis under this program, "Expiration Date" means the date upon which the Enrollment expires. "Federal Agency" means a bureau, office, agency, department or other entity of the .United States Government. "Government" means a Federal Agency, StatelLocal 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 (MIST) 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 ahy 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. EA20261EnrGov(US)SLG(ENG)(Aug2025) Page 2 of 10 Document X20-10637 "State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state's jurisdiction and geographic boundaries. "Tribal Entity" means a federally recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe. "Use Rights" means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site and updated from time to time. The Use Rights include the Product-Specific License Terms, the License Model terms, the Universal License Terms, the Data Protection Terms, and the Other legal Terms. The Use Rights supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a Product. "Volume Licensing Site" means http://www.microsoft.com/licensing/contracts or a successor site. 2. Order requirements. a. Minimum order requirements. Enrolled Affiliate's Enterprise must have a minimum of 250 Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for Enterprise Products or Enterprise Online Services. (i) Enterprise commitment. Enrolled Affiliate must order enough Licenses to cover all Qualified Users or Qualified Devices, depending on the License Type, with one or more Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise Online Services (as long as all Qualified Devices not covered by a License are only used by users covered with a user License). (ii) Enterprise Online Services only. If no Enterprise Product is ordered, then Enrolled Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online Services. b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products. c. Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled Affiliate's use of that Product during that term. d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders. e. Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the United States. Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be submitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the Reseller based on those terms. Throughout this Agreement the term"price" refers to reference price. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. f. Adding Products. (1) 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. EA20261 EnrGov(US)SLG(ENG)(Aug2025) Page 3 of 10 Document X20-10637 (ii) Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products other than Online Services may be added at any time but must be included in the next true-up order. Additional Licenses for Online Services must be ordered prior to use, unless the Online Services are (1) identified as eligible for true-up in the Product Terms or(2) included as part of other Licenses. g. True-up requirements. Enrolled Affiliate must submit an annual true-up order that accounts for any changes since the initial order or last order. If there are no changes, then an update statement must be submitted instead of a true-up order. (1) 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 forall 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 Jncrease. (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 Enrollrrtent anniversary date on a prospective basis if permitted in the Product Terms, as follows, 1) For Subscription Licenses that are part of an Enterprise-wide purchase, Licenses may be reduced as long as (a) the initial order minimum requirements are maintained and (b) the total quantity of Licenses and Software Assurance for an applicable group meets or exceeds the quantity of Qualified Devices and Qualified Users (if ordering user-based Licenses) identified on the Product Selection Form, and includes any additional Qualified Devices and Qualified Users added in any prior true-up orders. Step-up Licenses do not count towards this total count. 2) For Enterprise Online Services in a given Product pool that are not a part of an Enterprise-wide purchase, Licenses can be reduced as long as (a) the initial order minimum requirements are maintained and (b) all then-active users of each Online Service are included the total quantity of Licenses remaining after the reduction. An Enrolled Affiliate may reduce Licenses for Online Services on or before the Enrollment anniversary date and place a reservation order for such licenses within 90 days after the anniversary date; however, any licenses ordered as described in this section will be invoiced to the Enrolled Affiliate for the time period the licenses were made available. Subscription Licenses ordered upfront may not be reduced. 3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate's use of the applicable Subscription License will be cancelled. Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true-up order Enrollment anniversary date and effective as of such date. (v) Update statement. An update statement must be submitted instead of a true-up order if, since the initial order or last true-up order, Enrolled Affiliate's Enterprise: (1) has not changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) has not increased its usage of Additional EA20261 EnrGov(US)SLG(ENG)(Aug2025) Page 4 of 10 Document X20-10637 Products. This update statement must be signed by Enrolled Affiliate's authorized representative. (vi) True-up order period. The true-up order or update statement must be received by Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The last true-up order or update statement during an Enrollment term is due within 30 days prior to the Expiration Date, and any license reservations within this 30-day period will not be accepted. Enrolled Affiliate may submit true-up orders more often to account for increases in Product usage, but an annual true-up order or update statement must still be submitted during the annual order period. (vli)Late true-up order. If the true-up order or update statement is not received when due, Microsoft may invoice Reseller for all Reserved Licenses not previously .invoiced and Subscription License reductions cannot be reported until the following Enrollment anniversary date(or at Enrollment renewal, as applicable). h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment,Enrolled Affiliate may step-up to a higher edition or suite as follows; (1) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true-up process. (11) 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 objedt to,the correction. Clerical errors include minor mistakes, unintentional additions and omissioris, 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 underthis Enrollment will be Level"D"throughout the term of the Enrollment. b. Setting Prices. .:Unless otherwise expressly agreed to by the parties and except for Online Services designated in the Product Terms as being exempt from fixed pricing, Enrolled Affiliate's prices for each Product or Service will be established by its Reseller. As long as Enrolled Affiliate continues to qualify for the same price level, Microsoft's prices for Resellers for each.Product or Service ordered will be fixed throughout the applicable initial or renewal Enrollment term. Microsoft's prices to Resellers are reestablished at the beginning of the renewal term. 4. Payment terms. For the initial or renewal order, Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual installments. The first installment will be invoiced upon Microsoft's acceptance of this Enrollment and remaining installments will be invoiced on each subsequent Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses. i EA20261EnrGov(US)SLG(ENG)(Aug2025) Page 5 of 10 Document X20-10637 i 5. End of Enrollment term and termination. a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but has not previously submitted an order, except as otherwise provided in this Enrollment. b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate may request to renew Products and Services under this Enrollment for one additional 36-month term. Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements or Enrollments in order to renew. In order for a renewal request to be considered, Microsoft must receive a Renewal Form, Product Selection Form, and renewal request prior to or at the Expiration Date. Microsoft will review a renewal request made under this section in good faith and may accept or reject such request in its sole discretion. G. If Enrolled Affiliate elects not to renew. (i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring a new License with Software Assurance. (ii) Online Services eligible for an Extended Term. For Online Services identified as eligible for an Extended Term in the Product Terms, the following options are available at the end of the Enrollment initial or renewal term. 1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment.An extended term option that allows Online Services to continue month-to-month ("Extended Term") is available. During the Extended Term, Online Services will be invoiced monthly at the then-current published price as of the Expiration Date plus a 3%a administrative fee for up to one year. If Enrolled Affiliate wants an Extended Term; Enrolled Affiliate must submit a request to Microsoft at least 30 days prior to the Expiration Date. 2) Cancellation during Extended Term. At any time during the first twelve months of the Extended Term, Enrolled Affiliate may terminate the Extended Term by submitting a notice of cancellation to Microsoft for each Online Service.Thereafter, Microsoft may condition the continued use of each Online Service on the acceptance of new terms by the Enrolled Affiliate. Enrolled Affiliate will be notified in writing of any new terms at least 60 days before any such changes take effect. Enrolled Affiliate acknowledges and agrees that after the notice described in this section, its continued use of each Online Service after the effective date provided in the notice will constitute its acceptance of the new terms. If Enrolled Affiliate does not agree to the new terms, it must stop using the Online Services and terminate the Extended Term as provided in this section. Enrolled Affiliate's termination under this section will be effective at the end of the month following 30 days after Microsoft has received the notice. (iii) Subscription Licenses and Online Services not eligible for an Extended Term. If Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as of the Expiration Date. Any associated media must be uninstalled and destroyed and Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request written certification to verify compliance. d. Termination for cause. Any termination for cause of this Enrollment will be subject to the "Termination for cause" section of the Agreement. In addition, it shall be a breach of this Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government Community Cloud Services fails to meet and maintain the conditions of membership in the definition of Community. e. Early termination. Any early termination of this Enrollment will be subject to the "Early Termination" Section of the Enterprise Agreement. EA20261EnrGov(US)SLG(ENG)(Aug2025) Page 6 of 10 Document X20-10637 For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid in advance for the period after termination. 6. Government Community Cloud. a. Community requirements. If Enrolled Affiliate purchases Government Community Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use Government Community Cloud Services solely in its capacity as a member of the Community and, for eligible Government Community Cloud Services, for the benefit of end users that are members of the Community. Use of Government Community Cloud Services by an entity that is not a member of the Community or to provide services to non-Community members is strictly prohibited and could result in termination of Enrolled Affiliate's license(s) for Government Community Cloud Services without notice. Enrolled Affiliate acknowledges that only Community members may use Government Community Cloud Services. b. All terms and conditions applicable to non-Government Community Cloud Services also apply to their corresponding Government Community Cloud Services,.except as otherwise noted in the Use Rights, Product Terms, and this Enrollment. c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and corresponding non-Government Community Cloud Services in the same domain. d. Use Rights for Government Community Cloud Seivices. For Government Community Cloud Services, notwithstanding anything to the.contrary in the Use Rights: (1) Government Community Cloud Services will be offered only within the United States. (ii) Additional European Terms, as set fprth 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. EA20264EnrGov(US)SLG(ENG)(Aug2025) Page 7 of 10 Document X20-10637 Enrollment Details 9. Enrolled Affiliate's Enterprise. Make an election for including Affiliates in the Enterprise(Required). Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the Enterprise to include the largest number of Affiliates: I7 Enrolled Affiliate only. ❑ All Affiliates. All Affiliates of Enrolled Affiliate are hereby included in the Enterprise. Enrolled Affiliate represents that its Affiliates are entire offices, bureaus, agencies, departments, or other entities, not partial offices, bureaus, agencies, or departments, or other partial entities. Enrolled Affiliate may order Products for use by its Affiliates. If it does, the licenses granted to Enrolled Affiliate under this Enrollment will apply to such Affiliates, but Enrolled Affiliate will have the sole right to enforce the Agreement and this Enrollment against Microsoft. Enrolled Affiliate will remain responsible for all obligations under this Enrollment and for its Affiliates' compliance with this Enrollment. ❑ Enrolled Affiliate including. Only the Enrolled Affiliate and the Affiliates listed below will be included in the Enterprise. Enrolled Affiliate represents that its Affiliates are entire offices, bureaus, agencies, departments, or other entities, not partial offices, bureaus, agencies, or departments, or other partial entities. Enrolled Affiliate may order Products for use by its Affiliates. If it does, the licenses granted to Enrolled Affiliate under this Enrollment will apply to such Affiliates, but Enrolled Affiliate will have the sole right to enforce the Agreement and this Enrollment against Microsoft. Enrolled Affiliate will remain responsible for all obligations under this Enrollment and for its Affiliates' compliance with this Enrollment. The following Affiliates are included in the Enterprise: Notwithstanding anything to the contrary in the Agreement, the parties acknowledge and agree to the following.- Products ordered under this Enrollment may be subject to U.S. and other countries' export jurisdictions. Each party will comply with all laws and regulations applicable to the import or export of the Products, including, without limitation, trade laws of the U.S., EU, and UK, such as the U.S. Export Administration Regulations, sanctions regulations administered by the U.S. Office of Foreign Assets Control, the EU Dual Use Regulation 2021/821, and/or other end-user, end use, and destination restrictions ("Trade Laws"). Customer will not, and will ensure its Affiliates will not, take any action that causes Microsoft to violate applicable Trade Laws. Microsoft may suspend or terminate this Enrollment immediately without notice to the extent that Microsoft reasonably believes that performance would cause it to violate Trade Laws or put it at risk of becoming subject to sanctions and penalties under such laws. Customer remains responsible for its and for its Affiliates' compliance with this section and, to the extent applicable, a Regional Trade Compliance Supplemental Terms incorporated herein by reference. 2. Contact information. Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks (*) indicate required fields. By providing contact information, Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates,and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at https://privacV.microsoft.com/privacystatement. a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate's Enterprise. This contact may also be an Online Administrator for Volume Licensing EA20261EnrGov(1JS)SLG(ENG)(Aug2025) Page 8 of 10 Document X20-10637 in the Microsoft 365 Admin Center(MAC)and may grant online access to others. The primary contact will be the default contact for all purposes unless separate contacts are identified for specific purposes Name of entity (must be legal entity name)*City of Santa Ana Contact name: First* Michael Middle Last` Fetner Contact email address* 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 Work or School(WSA)Account ID mfetner@santa-ana.org *indicates required fields b. Notices contact and Online Administrator. This contact(1)receives the contractual notices, (2) is the Online Administrator for Volume Licensing ,in the Microsoft 365 Admin Center (MAC)and may grant online access to others, and(3) is authorized to order Reserved Licenses for eligible Online Servies, including adding or reassigning licenses and stepping-up prior to a true-up order. El Same as primary contact(default if no information is provided below, even if the box is not checked). Contact name: First* Michael Middle Last*Fetner Contact email address*mfetner@santa-ana.otb Street address*20 Civic Center Plaza' City* Santa Ana State*CA Postal code*92701-4058 (Please provide the zip+4, e;g. xxxxx-xxxx) Country*United States Phone* (714)647-5384 Work or School JWSA)Account ID mfetner@santa-ana.org 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 re quiredf fields c. Online Services Manager. This contact is authorized to manage the Online Services ordered under the Enrollment and (for applicable Online Services) to add or reassign Licenses and Step-up prior to a true-up order. ❑ Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked) Contact name: First* Michael Middle Last*Fetner Contact email address*mfetner@santa-ana.org Phone* (714)647-5384 Work or School (WSA)Account ID mfetner@santa-ana.org ❑This contact is from a third party organization(not the entity). Warning: This contact receives personally identifiable information of the entity. *indicates required fields i i EA20261 EnrGov(US)SLG(ENG)(Aug2025) Page 9 of 10 Document X20-10637 d. Reseller information. Reseller contact for this Enrollment is: Reseller company name* Insight Direct USA, Inc. Street address(PO boxes will not be accepted)* 2701 E. Insight Way City*Chandler State*AZ Postal code*85286-1930 Country* United States Contact name* FaithAnderson Phone* 8016170556 Contact email address* Faith.Anderson@insight.com *indicates required fields By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct. Signature* Printed name* Printed title* Date* *indicates required fields Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Resel[er intends to terminate their relationship,the initiating party must notify Microsoft and the other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. e. If Enrolled Affiliate requires a separate contact for any of the following,attach the Supplemental Contact Information form. Otherwise, the notices contact and Online Administrator remains the default. (i) Additional notices contact. (ii) Software Assurance manager (iiii) 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. EA20261EnrGov(US)8LG(ENG)(Aug2025) Page 10 of 10 Document X20-10637 ■■fit Microsoft Volume Licensing Previous Enrollment(s)IAgreement(s) Form Entity Name: City of Santa Ana Contract that this form is attached to: State Local Government For the purposes of this form, "entity" can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, Institution,or other party entering into a volume licensing program agreement. Please provide a description of the previous Enrollment(s), Agreement(s), Purchasing Account(s), and/or Affiliate Registration(s) being renewed or consolidated into the new contract identified above. a. Entity may select below any previous contract(s)from which to transfer MSDN subscribers to this new contract, Entity shall ensure that each MSDN subscriber transferred is either properly licensed under the new contract or is removed. b. Entity may select below only one previous contract from which to transfer the Software Assurance(SA) Benefit contact details, i.e., benefits contact(not the SA manager) and the program codes,to this new contract. c. An Open License cannot be used to transfer either the SA Benefit details or MSDN subscribers. d. The date of the earliest expiring Enrollment/Agreement that contains SA or Online Services will be the effective date of the new contract(or SA coverage period for Select Plus). e. Please insert the number of the earliest expiring Enrollment/Agreement with SA or Online Services in the appropriate fields of the new contract. Enrollment/Agreement/ Enrollment/Agreementf Transfer Transfer Purchasing Account/Affiliate Purchasing AccountfAffiliate SA Benefit MSDN Registration Description Registration Public Customer Contact Subscribers Number 77 Standard Enrollment 81632767 X PrevEnrAgrForm(vWV)(ENG)(0ct2019) Page 1 of 1 Document X20-12873 Microsoft Volume Licensing Amendment to Contract Documents Enrollment Number AM D 000476143 This amendment("Amendment") is entered into between the parties identified on the attached program signature form. It amends the Enrollment or Agreement identified above. All terms used but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement. Enterprise Enrollment Invoice for Quoted Price Amendment ID M97 The price quoted to Enrolled Affiliate is a fixed price based on an estimated order submission date. Microsoft will invoice Enrolled Affiliate based on this fixed price quote. If this order is submitted later than the estimated order submission date, Enrolled Affiliate will be charged for net new Monthly Subscriptions(including Online Services)for the period during which these services were not provided. For Indirect models, Pricing to Enrolled Affiliate is agreed between Enrolled Affiliate and Enrolled Affiliate's Reseller. SKU Number SKU Description Existing(quantity Incremental quantities 3WS-00001 M365 Apps Enterprise 3 0 GCC Sub Per User Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and any provision in the Enrollment or Agreement identified above, this Amendment shall control. This Amendment must be attached to a signature form to be valid. Microsoft Internal Use Only: F(M9M 7)EnrAmend(Ind)(InvoiceforQuotedPrice) M97 BlueENG Dec2024 IU .docx" VL Central Amendments M97 Blue Page 1 of 1 Enterprise Enrollment Product Selection Farm Microsoft I Volume Licensing Proposal ID Enrollment Number 3112846.004 Language: English(United States) Enrolled Affiliate's Enterprise Products and Enterprise Online Services summary for the initial order: Profile Qualified Devices Qualified Users Device/User Ratio CAL Licensing Model Enterprise 1,896 1,540 1.2 User Licenses Products Enterprise Quantity Client Access License(CAL) Core CAL Core CAL 1,540 Windows Desktop Windows Enterprise 45 Upgrade 1,896 Enrolled Affiliate's Product Quantities: Price Group 1 2 3 4 Enterprise Products Office Professional Plus+M365 Apps for Client Access License+ Client Access License+ Win E3+Win E5+Win Enterprise+Office 365(Plans E3 and E5) Office 365(Plans Ei,E3 Windows Intune+EMS VDA+Microsoft 365 +Microsoft 365 Enterprise and E5)+Microsoft USL+Microsoft 365 Enterprise 365 Enterprise Enterprise Quantity 0 1540 1540 1896 Enrolled Affiliate's Price Level: Product Offering/Pool Price Level Enterprise Products and Enterprise Online Services USLs:Unless otherwise indicated in associated contract documents,Price level set using the highest quantity from Groups 1 through 4. D Additional Product Application Pool:Unless otherwise indicated in associated contract documents,Price level set using quantity from Group 1. D Additional Product Server Pool:Unless otherwise indicated in associated contract documents,Price level set using the highest quantity from Group 2 or 3. D Additional Product Systems Pool:Unless otherwise indicated in associated contract documents,Price level set using quantity from Group 4, D Notes Page 1 of 2 EA-EASProdSelForm(WW)(ENG) MS Quote Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing Unless otherwise indicated in the associated contract documents,the price level for each Product offering/pool is set as described above,based upon the quantity to price level mapping below: Quantity of Licenses and Software Assurance Price Level 2,399 and below A 2,400 to 5,999 B 6,000 to 14,999 C 15,000 and above O NOW 1:In the following countries,any direct Enrollment consisting of only Enterprise online Services will not be eligible for the Renewal option described in Section S.b.of the Enrollment or for a new Enrollment due to program changes:Argentina,Austrafia,Austria,Belgium,Canada,Chile,Cyprus,Denmark,Finland,France, Germany,Greece,Iceland,Ireland,Jamaica,Italy,Lichtenstein,Luxemburg,Malta,Netherlands,Norway,Portugal,Puerto Rico,South Africa,Spain,Sweden, Switzerland,Trinidad&Tobago,United Kingdom,United States,and Uruguay. Note 2:Enterprise Online Services may not be available in all locations. Please seethe Product List for a list of locations where these maybe purchased. Note 3:Unless otherwise indicated in the associated Agreement documents,the CAL selection must be the same across the Enterprise for each Profile. Note 4:If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool,the price level for Additional Products in the same pool will be price level"A"throughout the term of the Enrollment.Refer to the Qualifying Government Entity Addendum pricing provision for more details on price leveling. Note 5:Unless otherwise indicated in associated Agreement documents,the CAL selection must be the same across the Enterprise for each Profile, Note 6:Enrolled Affiliate acknowledges that in order to use a third party to€eimage the Windows Operating System Upgrade,Enrolled Affiliate must certify that it has acquired qualifying operating system licenses.The requirement applies to Windows Enterprise 05 Upgrade.See Product Terms for details. Page 2 of 2 EA-EASProdSelFcrm(WW)(ENG) MS Quote EXHIBIT B Agreement#ITARC-00930 AGREEMENT#ITARC-00930 LICENSED SUPPORT PROVIDER(LSP) AGREEMENT No. ITARC-00930 For MICROSOFT PRODUCTS AND SERVICES UNDER MICROSOFT EA NO. 8084445 COUNTY OF RIVERSIDE And INSIGHT PUBLIC SECTOR, INC. This Agreement is entered between the COUNTY OF RIVERSIDE, a political subdivision of the State of California, (herein referred to as "COUNTY"), and Insight Public Sector, Inc., an Illinois corporation authorized to conduct business in the State of California (herein referred to as "LSP") of Microsoft Licensing Solution Provider, effective from November 01.2024 and continues in effect through October 31, 2027, based on LSP''s response to RFQ no. ITARC-532 for Microsoft products and services under Microsoft EA no. 8084445.The parties agree as follows: 1. All Terms and Conditions of this Agreement No. ITARC-00930 shall govern purchase of Microsoft products and services under Microsoft EA no, 8084445 by County through the LSP. 2. Period of Performance: This Agreement shall be effective from November 01,2024 and continues in effect through October 31, 2027, with the option to renew for an additional three-year period expiring on October 31,2030, with no obligation by the County of Riverside to purchase any specified amount of goods or services. In addition, the County may at any time choose to transfer the enrollment from one LSP to another LSP pursuant to the transfer terms set by Microsoft. Tile period of performance for the enrollment with the LSP may be for up to a three-year term with the option to renew the enrollments with contracted LSP through the LSP contract expiration date. 3. Compensation The COUNTY shall pay the LSP for products at the cost as stated in Exhibit A, incurred in accordance with the terms of this Agreement.The COUNTY is not responsible for any fees or costs incurred above or beyond the contracted amount and shall have no obligation to purchase any specified amount of services or products. Non-Appropriations: The COUNTY obligation for payment of this Agreement beyond the current fiscal year end is contingent upon and limited by the availability of COUNTY funding from which payment can be made,and invoices shall be rendered"monthly"in arrears. In the State of California, Government agencies are not allowed to pay excess interest and late charges,per Government Codes, Section 926.10. No legal liability on the part of the COUNTY shall arise for payment beyond ,tune 30 of each calendar year unless finds are made available for such payment. In the event that such funds are not forthcoming for any reason, COUNTY shall immediately notify CONTRACTOR in writing; and this Agreement shall be deemed terminated, have no further force, and effect, 1 Revision 1106/2021 AGREEMENT 9 ITARC-00930 4. Hold Harmless/Indemnification: 4.1 LSP shall indemnify and hold harmless the County of Riverside, its Agencies, Districts, Special Districts and Departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as Indemnitees) from any.liability, action, claim or damage whatsoever, based or asserted upon any services, or acts or omissions, of LSP, its officers, employees, subcontractor, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. LSP 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, omissions or services, 4.2 With respect to any action or claim subject to indemnification herein by LSP. LSP 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 LSP indemnification to Indemnitees as set forth herein. 4.3 LSP obligation hereunder shall be satisfied when LSP has provided to County the appropriate form of dismissal relieving county from any liability for the action or claim involved. 5. Termination: 5.1 County may terminate this Agreement without cause upon thirty (30) days written notice served upon the LSP stating the extent and effective date of termination. 5.2 County may, upon five (5)days written notice terminate this Agreement for LSP default, if LSP refuses or fails to comply with the 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 the work in any manner deemed proper by County. 5.3 LSP rights under this Agreement shall terminate(except for fees accrued prior to the date of termination)upon dishonesty or a willful or material breach of this Agreement by LSP;or in the event of LSP unwillingness or inability for any reason whatsoever to perform the terms of this Agreement. G. Alteration or Changes to the Agreement The Board of Supervisors and the County Purchasing Agent and/or his designee is the only authorized County representatives who may at any time, by written order,alter this Agreement. If any such alteration causes an increase or decrease in the cost of, or the time required for the performance under this Agreement, an equitable adjustment shall be made in the Agreement price or delivery schedule, or both, and the Agreement shall be modified by written amendment accordingly. 2 Revision 1/06/2021 I I AGREEMENT#1TARC-00930 7. Notices All correspondence and notices required or contemplated by this Agreement shall be delivered to the respective parties at the addresses set forth below and are deemed submitted two days after their deposit in the United States mail,postage prepaid: COUNTY LSP Riverside County Information Technology Insight Public Sector, Inc. Attn. Procurement Contract Specialist Attn: Brittany Dunaway 3450 14111 Street 2701 E.Insight Way Riverside, CA 92501 Chandler,AZ 85286 SLEDContracts@insight.com 8. Insurance Without limiting ordiminishing the LSP'S obligation to indemnify or hold the COUNTY harmless, LSP shall procure and maintain or cause to be maintained,at its sole cost and expense,the following insurance coverage's during the term of this Agreement, As respects to the insurance section only, the COUNTY herein refers to the County of Riverside, its Agencies, Districts, Special Districts, and Departments, their respective directors, officers, Board of Supervisors, employees, elected or appointed officials, agents, or representatives as Additional Insureds. A. Workers' Compensation: If the LSP has employees as defined by the State of California, the LSP shall maintain statutory Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of California. Policy shall include Employers' Liability(Coverage B) including Occupational Disease with limits not less than$1,000,000 per person per accident.The policy shall be endorsed to waive subrogation in favor of The County of Riverside. Policy shall natne the COUNTY as Additional Insureds. B. Commercial General Liability: Commercial General Liability insurance coverage, including but not limited to, premises liability, unmodified contractual liability, products and completed operations liability, personal and advertising injury, and cross liability coverage, covering clairns which may arise from or out of LSP'S performance of its obligations hereunder. Policy shall name the COUNTY as Additional Insured. Policy's limit of.liability shall not be less than $2,000,000 per occurrence combined single limit.If such insurance contains a general aggregate limit, it shal I apply separately to this agreement or be no less than two(2)times the occurrence limit.Policy shall name the COUNTY as Additional Insureds. C. Insurance Requirements for IT Contractor Services: LSP shall procure and maintain for the duration of the contract insurance against claims for injuries to person or damages to property which may arise from or in connection with the performance of 3 Ruisiou 1/06/2021 AGREEMENT#ITARC-00930 the work hereunder by the LSP, its agents, representatives, or employees, LSP shall procure and maintain for the duration of the contract insurance claims arising out of their services and including, but not limited to loss,damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data. Cyber Liability Insurance,with limits not less than$2,000,000 per occurrence or claim,$2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by LSP in this agreement and shall include, but not limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark,trade dress, invasion of privacy violations, information theft,damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security.The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If the LSP maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be entitled to the broader coverage and/or higher limits maintained by the LSP.Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County. Policy shall name the COUNTY as Additional Insureds. D. General Insurance Provisions—All lines: 1) Any insurance carrier providing insurance coverage hereunder shall be admitted to the State of California and have an A M BEST rating of not less than A: VIII (A:8) unless such requirements are waived, in writing, by the County Risk Manager, If the County's Risk Manager waives a requirement for a particular insurer such waiver is only valid for that specific insurer and only for one policy term. 2) The LSP must declare its insurance self insured retention for each coverage required herein. If any such self-insured retention exceeds$500,000 per occurrence each such retention shall have the prior written consent of the County Risk Manager before the commencement of operations under this Agreement. Upon notification of self-insured retention unacceptable to the COUNTY, and at the election of the Country's Risk Manager, LSP'S carriers shall either; 1) reduce or eliminate such self-insured retention as respects this Agreement with the COUNTY, or 2) procure a bond which guarantees payment of losses and related investigations,claims administration, and defense costs and expenses. 3) LSP shall cause LSP'S insurance carrier(s) to furnish the County of Riverside with either 1) a properly executed original Certificate(s) of Insurance and certified original copies of Endorsements effecting coverage as required herein, and 2) if requested to do so orally or in writing by the County Risk Manager, provide original Cerdried copies of policies including all Enciorsennents and all attachments thereto, showing such insurance is in fill] force and effect. Further, said Certificate(s) and policies of insurance shall contain the 4 Revision 1/06/2021 AGREEMENT#1TARC-00930 covenant of the insurance carrier(s) that a minimum of thirty(30)days written notice shall be given to the County of Riverside prior to any material modification, cancellation, expiration or reduction in coverage of such insurance, If LSP insurance carrier(s) policies does not meet the minimum notice requirement found herein, LSP shall cause LSP's insurance carrier(s) to furnish a 30 day Notice of Cancellation Endorsement. 4) In the event of a material modification, cancellation, expiration, or reduction in coverage, this Agreement shall terminate forthwith, unless the County of Riverside receives, prior to such effective date,another properly executed original Certificate of Insurance and original copies of endorsements or certified original policies, including all endorsements and attachments thereto evidencing coverage's set forth herein and the insurance required herein is in full force and effect, LSP shall not commence operations until the COUNTY has been furnished original Certificate (s)of Insurance and certified original copies of endorsements and if requested, certified original policies of insurance including all endorsements and any and all other attachments as required in this Section. An individual authorized by the insurance carrier to do so on its behalf shall sign the original endorsements for each policy and the Certificate of Insurance. 5) It is understood and agreed to by the parties hereto that the LSD's insurance shall be construed as primary insurance, and the COUNTY'S insurance and/or deductibles and/or self insured retention's or Self-insured programs shall not be construed as contributory, 6) If,during the term of this Agreement or any extension thereof, there is a material change in the scope of services; or, there is a material change in the equipment to be used in the performance of the scope of work;or,the term of this Agreement,including any extensions thereof, exceeds five (5) years; the COUNTY reserves the right to adjust the types of insurance and the monetary limits of liability required under this Agreement, if in the County Risk Management's reasonable judgment,the amount or type of insurance carried by the LSP has become inadequate, 7) LSP shall pass down the insurance obligations contained herein to all tiers of subcontractors working under this Agreement. 8) The insurance requirements contained in this Agreement may be met with a program(s)of self-insurance acceptable to the COUNTY. 9) LSP agrees to notify COUNTY of any claim by a third party or any incident or event that may give rise to a claim arising from the performance of this Agreement. 9, Ce1neral: 9.1 This Agreement, including any attachments or exhibits, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions and communications, whether oral or in writing. This Agreement may be changed or modified only by a written amendment signed by authorized representatives of both parties. 5 Revision 000/2021 AGREEMENT If ITARC-00930 9.2 This Agreement shall be governed by the laws of the State of California. Any legal action related to the performance or interpretation of this Agreement shall be filed only in the Superior Court of the State of California located in Riverside,California, and the parties waive any provision of law providing for a change of venue to another location, In the event any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. 9.3 The following documents are attached to and incorporated into this Agreement: Exhibit A: Scope and pricing. Exhibit B: LSP Reporting of Active Enrollments. Exhibit C: Microsoft LSP Participation Form. Exhibit ID: Microsoft EA Benefits fol-Government Agencies. Exhibit E: Microsoft Enterprise agreements and Amendments. El) Microsoft Enterprise Agreement No. 8084445, E2) Microsoft Select Plus Agreement No.7756479, E3) Amendments No. I-EA Custom Terms CTM(Document No.CTM-CPT-OPT-PWK) E4) Amendments No. 2• EA Custom Terms(Document No, CTM-FWK-CTC-AGR). 9.4 In the event of any conflict or inconsistency between the terms and conditions of this Agreement and any terms or conditions set forth in any of the attachments, purchase order(s), or other document relating to the transactions contemplated by this Agreement, the teams and conditions set forth in this Agreement shall prevail. 9.5 This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument. Each party of this Agreement agrees to the use of electronic signatures,such as digital signatures that meet the requirements of the California Uniform Electronic Transactions Act(("CUETA")Cal.Civ.Code §§ 1633.1 to 1633.17), for executing this Agreement. The parties further agree that the electronic signatures of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means an electronic sound, symbol, or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record pursuant to the CUETA as amended from time to time. The CUETA authorizes use of an electronic signature for transactions and contracts among parties in California, including a government agency. Digital signature means an electronic identifier, created by computer, intended by the party using it to have the same force and effect as the use of a manual signature,and shall be reasonably relied Capon by the parties. For purposes of this section,a digital signature is a type of"electronic signature"as defined in subdivision(i) o.f Section 163.3.2 of the Civil Code. 9.6 If the signatory or entity is a corporation the signatures of two corporate officers the 6 Revision 1/06/2021 AGREEMENT#ITARC-00930 president, vice president, secretary, assistant„secretary, Chief Financial Officer (i.e. treasurer),, or assistant treasurer are required on the agreements. The signatures must be in the followin combination: president or vice president and secretary, treasurer or CFO. For example, the signatures of a president and a vice aresident would be insufficient. If signed by a single cor orate officer, a corporate resolution, authorizing the one officer to Find the eoro_oration signed by the Board of Directors of the corporation, is required. The corporate resolution must authorize the signatory to sign agreements on behalf of the corporation. If the entity is a limited liability company (LLC), the signatory is authorized signer as set forth in LLCs operating agreement. IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement. COUNTY OF RIVERSIDE, a political INSIGHT PUBLIC SECTOR,INC.,an Illinois subdivision of the State of California corporation authorized to conduct business in the State of California. �2'1 . By: By: Stull N iedlander iJW 8,202416:21 FGTi Chuck Washington Name: Scott Friedlander Chair of the Board of Supervisors Title: President Dated: Dated: J u 181 2024 ATTEST: Kimberly Rector '•' ' Clerk of the Board . By- De APPROVED A TO FORM: Minh C. Tran Coun ounsel By: �- Paula cido Deputy unty Counsel Dated; --4 c1 0 Z c{ 7 Revision 1/06/2021 SEP 10 2020 �.�02 DocuSign Envelope ID'.8F247AE4-28AE-481B-BF5A-FC77A475EPC.D INSIGHT PUBLIC SECTOR, INC. an Illinois corporation Consent in Lieu of Special Meetin of f the Board of Directors Pursuant to Section 8.45 of the Illinois Business Corporation Act of 1983 The undersigned, being all of the directors of INSIG"T PUBLIC SECTOR, INC., an Illinois corporation (the "Corporation"), acting pursuant to Section 8.45 of the Illinois Business Corporation Act of 1983,do hereby consent to the adoption of,and do hereby adopt,the following resolutions, effective as of January 1, 2023, and declare them to be in full force and effect as if adopted at a regular scheduled meeting of the Board of Directors of the Corporation: RESOLVED that the following persons are hereby elected to the following offices of the Corporation with such powers and duties as provided in the Articles of Incorporation and Bylaws of the Corporation, until the next annual meeting of the Board of Directors or until his or her successor(s)are duly qualified and elected: Scott Friedlander President Virginia Adams Treasurer Sharon Ennis Secretary Lisanne Steinheiser Global Compliance Officer RESOLVED that all business transacted by the Corporation,and all acts of the directors and officers of the Corporation with regard to the transaction of such business by the Corporation since the organization of the Corporation, are hereby ratified, approved, andconfirmed. This consent shall have the same force and effect as the unanimous vote of all the directors of the Corporation at a meeting duly called,convened,and held in accordance with the Articles of Incorporation and Bylaws of the Corporation, In witness whereof, the undersigned have executed this written consent effective as of January 1, 2023. DI REjUQRI,.ed by: Scott Frie an er ��DDWSigned by: yrua-tow[iwfvid E20D634134C2.-- Sharon Ennis AGREEMENT#ITARC-00930 Exhibit A Scope and pricing LSP's ScoLe and resLonsibilities. 1. The Licensed Support Provider (LSP) will resell all available Microsoft Licensed Support Provider (LSP) for Microsoft Master Microsoft Enterprise Agreement No. 8084445; Software Licensing, Software Support,Cloud Services such as Azure,Industry Solutions Delivery(ISD)formerly Microsoft Consulting Services (MCS), Microsoft Unified Support and Microsoft incident response. Microsoft Select Plus Agreement No.7756479. 2. The agreement with LSP as a LSP of the Microsoft Products and Services under Microsoft EA No. 8084445 is available for use by the County of Riverside and governmental agencies within the State of California. The LSP will serve as the liaison between the political entity for enrollments under the Microsoft EA. 3. The LSP agrees to extend the same pricing, terms, and conditions to every political entity, special district, in the State of California. It is understood that other entities sliall make purchases in their own name,make direct payment,and be liable directly to the LSP of their choosing;and County shall in no way be responsible to any LSP for other entities' purchases. 4. The LSP may remain the LSP for the Three 3-year duration of the Enrolled Affiliate's Enterprise Agreement Enrollment. All True-Ups during the 3-year enrollment (orders for new products, etc,) by Enrolled Affiliates are required to be submitted only through the Affiliate's selected LSP. Multiple LSP's cannot service a single Enterprise Agreement Enrollment. Enrolled Affiliate may at any time choose to transfer their current enrollment from one LSP to another LSP pursuant to the transfer terms set by Microsoft. 5. The Enrolled Affiliate shall work with the LSP to determine the annual payment, true-up commitment schedule defined in their enrollment. 6. Each Affiliate will communicate to the LSP the compensation terms applicable to their agreement. 7. The LSP will provide reports showing year to date annual spend according to Enrolled Affiliate's specifications. Frequency will be determined by each Enrolled Affiliate (ic: monthly,quarterly, etc.). 8. The LSP will provide reports of licenses purchased and added on to enrollment according to Enrolled Affiliate's specifications. (Intended for an enrollment that has licenses for multiple agencies within a governmental body- is county, city,etc.) Frequency will be determined by each Enrolled Affiliate (ie: monthly, quarterly, etc.). 9. The LSP will provide, at the Enrolled Affiliate's request, a licensing portal that allows the tracking of licenses beyond the capabilities of the Microsoft VLSC. This portal will show, but not be limited to, all licenses on the current enrollment, quantities of said licenses,track licenses at department/agency levels,transfer licenses to and from each department/agency, and have reporting functionalities. 8 Revision 1/0 612 02 1 AGREEMENT 11 ITARC-00930 10. The LSP will provide training to the Enrolled Affiliate's Microsoft administrators on Microsoft portals such as the VLSC, Office 365, Azure, etc. within 30 clays of receiving a purchase order for such products that introduce a new portal. LSP should outline what aspects of training they feel would be beneficial in their proposal. 11. The LSP will provide documentation to the Enrolled Affiliate within 90 days of when Microsoft has made a change to a license and advise of any grandfather or conversion rights within that same timeframe. 12. The LSP will provide a short synopsis of why an amendment is needed and the ramification of each amendment to an enrollment at the time of such amendment. 13. The LSP will provide an updated price list on an annual basis or when Microsoft changes price point, whichever is sooner, in an Excel spreadsheet to the Enrolled Affiliate. This price list must capture, at minimum, the following categories for each product: SKU, product description, MSRP, NET (Level D),LSP's uplift and contracted unit price. 14. The LSP shall provide a list of enrollments. The list of enrollments is due 3.0 days after the contract signature and on January 15th of each calendar year during the agreement period.This list will include the agency name, contact person, email and phone number and annual spend. The intent of this is to track how rmarty agencies within the State of California piggyback off of the Master Agreement. 15. For any new enrollments entered into starting November 1, 2024, the LSP will be charged 1.00% of the annual enrollment sales amount to leverage the Riverside County Master Microsoft Agreement No,$084445, and Select Plus Agreement No.7756479, which includes Software Licensing, Software Support, Cloud Services such as Azure, Industry Solutions Delivery (ISD), Microsoft Consulting Services (MCS), Microsoft Unified Support and Microsoft incident response. Existing enrollments entered into prior to October 31, 2024 will be charged a 0,5%administrative fee.This administrative fee will be an annual fee,per enrollment inclusive of Affiliates Shadow Enrollments. 16. The Servicing LSP shall provide Microsoft Enterprise Support Services from Microsoft to assist customers leveraging this contract vehicle in operation of the technology acquired and assist Riverside Master Participants in maximizing the benefits of this investment. 17. The Servicing LSP shall provide the ability to for the acquisition of Microsoft services as the demand for individual product services or capabilities expand, The servicing LSP shall provide services to include Microsoft Unified, Industry Solutions Delivery (ISD), and Microsoft incident response. The Servicing LSP will have a valid Microsoft Master Services Agreement on file with Microsoft in order to resell Microsoft Unified Support, and Industry Solutions Delivery (181)). Additionally, the contractor shall provide Microsoft dedicated Technical Support representatives and subject matter experts provided via the Microsoft enterprise agreement to support and assist Riverside County master participants in analyzing,architecting, implementing, managing, and operating solutions based on the licenses previously acquired or to be purchased in accordance with the terms of the Microsoft enterprise licensing program. 9 Revision Imino2i AGREEMENT f#ITARC-00930 18. LSP will he responsible for submitting a completed "Reporting of Active Enrollments" by January 1 Sth of each year for the prior calendar year. 19. The County of Riverside Information Technology (RC1T) will invoice the Awarded LSP annually based on the enrollments verified from LSP Reporting of Active Enrollments. 20. Payment is due to Riverside County Information Technology thirty(30)days from invoice date. 21. The administrative fee shall not be included as an adjustment to LSP's Master Agreement pricing. 22. The administrative fee shall not he invoiced or charged to the Enrolled Affiliate. 23. Administrative fee cheeps shall be submitted to: Riverside County Information Technology Attn: Accounts Receivable 3450 14th Street,4th Floor Riverside, CA 92501 1.0 Revision 1/06/2021 AGREEMENT 9 ITARC-00930 Pricin 1. Microsoft Enterprise License Subscription and services Item Description Price Level Markup% Enterprise Online Services** (including Full USLs,From SA USLs,Add-ons and Step Ups)M365 E3 and E5,Enterprise Level D 1.75 Mobility+Security E3 and E5,Office 365 Enterprise El or E3,Windows 10 Enterprise E3 or E5. Enterprise Products(Office 365 Pro Plus,Windows 10 Level D 1.75 Enterprise,Core CAL Suite,Enterprise CAL Suit--). Additional Products(M365 F1,M365 E5 Compliance,M365 E5 Security,Office 365 Enterprise Fl,Project Online,Visio Level D 1.75 Online Plan 1 or Plan 2,Dynamics 365,Azure,SQL Server, Windows Server,etc), Server and Tools Product(applies to Server and Cloud Enrollments only)SharePoint Server,SQL Server, BizTalk Level D 1.75 Server Visual Studio Core Infrastructure Suites etc. All products for Select Plus A reemoeiit No.7756479. 2.00 Microsoft Unified Support Services 2.50 Microsoft Consulting Services 2.50 Microsoft Incident Res once 2.50 2. License Support Provider(LSP)Solution Area Specific Capability: Solution Area Specific Capability Number Customer Size Reference? All sizes Number of successful customer production 500+ including public Yes mail deployments/migrations? sector a encies Ali sizes Number of successfill customer production 500+ including public Yes SharePoint deployments/migrations? sector agencies Number of successfirl customer production All sizes 100+ including public Yes Teams deployrnents/migrations? sector agencies All sizes Number of successful customer production 100+ including public Yes Teams Voice depioyments/PBX migrations? sector agencies All sizes Number of people with specialized expertise 1000+ including public Yes on technologies listed above. sector a encies i . I 11 Revision 0612021 AGREEMENT#ITARC-00930 3. License Support Provider(LSP)scrvice.t'ates: Certified Competency(Yes/No) Hourly Rnte(On Data And Artifleinl Intelll ent Premise BuiId Intelligent A s Yes $150-$275 Build Intelligent Agents Yes $150-$275 Machine Learning Yes $1.50-$275 Internet of Thins Yes $150-$275 Globally distributed data _ Yes $150-$275 OSS Databases Yes $150-$275 Cloud Scale Anal tics Yes $150-$275 Data Platform Modernization to Azure Yes $1504275 Windows Seiner on Azure Yes $1504275 Seeuri &Management Yes $1564275 Datacenter Migration Yes $150-$275 Modern Business Intelligence Yes $150-$275 Copilot _ Yes $150-$275 Biz Apps Customer Service _ Yes $150-$275 Field Service _ Yes $150-$275 Marketin _ No NA Talent No NA Finance and Operations Yes $150-$275 Business Central Yes $150-$275 Power A as Yes $1504275 Power BI Yes $1504275 Apps and Infrastructure Azure Stack Yes $150-$275 High Perfonnance Compute., No NA Cloud Native A s usin Sciverless Yes $150-$275 Modernize A s Yes $150-$275 SAP on Azure _ No NA I,inux on Azure Yes $150-$275 Dev O)s Yes $150-$275 Business Continuity&Disaster Recover _ Yes $150-$275 Windows Sewer on Azure Yes $150-$275 Security&Management Yes $1504275 Datacenter Migration Yes $150-$275_ Modern Workplace User Ado ption&Change Management Yes $150-$275 Security Yes $150-$275 GDPR&Coin liance Yes _ $150-$275 Teamwork --- Yes $150-$275 CnIling&Meetings _ Yes _ $150-$275 Modern Desktop____ Yes $150-$275 Offiee 365 Migration Assistance Yes $150-$275 Mail _ Yes $150-$275 Teams _ Yes $1504275 _ SharePoint Yes $150-$275 OneDrive Yes $150-$275 12 Revision U06/2021 AGREEMENT#ITARC-00930 Exhibit B LSP REPORTING OF ACTIVE ENROLLMENTS MICROSOFT ENTERPRISE AGREEMENT No. 8084445 LSP Name Compony name RIVCO Contract ID TBD Annual Sales Reporting Enrollment Master Enrollment Enrollment Start End Teim: Enrollment Contact Enrollment Calendar Enrollment Number: Entity: Date: Date; Year Contact: Email: Contact Tel: County of xx/xx/ xx/xx Riverside xxxx /xxxx John Doe 13 Ro,ision 1/06/2021 AGREEMENT#ITARC-00930 Exhibit C MICROSOFT LrSP PARTICIPATION FORM JIM SMITH Chief In`orr:alion Officer MARTIN FERFZ,ACID Entb-prise App!ic A'=5 B.ueau DARRYLPOLK ChF_f Teclinarogy Officer R{ GUSTAVO VAZQUr=Z7 ACIO TRACY TILLMAN _ - Converged Comrraralcaiens Sureate Deputy Director Admin-IT ANTHONY C14oGYU-11 KARAN CHANARAN,ACID Chief Information Scauriry Officer Teonnaiapy Services euree•_r Microsoft LSP Partici2 atioil Forin (RFQ#ITARC-00532?Lttac mettt 2) Complete this form and return to: Payment should be made to: Riverside County Information Technology Attention:Linda Fakhouri 3451)14th Street,Fourth Floor E-mail;!Lakhou6-00.riveo.org Riverside,GA 92501 County of Riverside TON#:95-60D0930 Company Name: inuloht Public Sector.Inc. Name: Scott Friedlander Title: SVP Public Sector Address: 2701 E.Insight Way City: Chandler Zip Code:85286 Telephone#: 3Di-233-2392 Fox V: Emat: acottFriedlande.rfaeinsi htcom The County of Riverside in the boat of the Microsoft Master Agreement No. 8D8444&AD q,uestiorns regarding the products and fcensing should be directed to Microsoft. By signing Below, I am agreeing to pay the participation fees for each enrollment that is eslabl`shed by leveraging the County of Riverside f.±aater Agreement in accordance to the schedule referenced on RF4 4 ITARC-111](532 and any subsecpent contracts and 1 or amandments. By signing below, I also agree that all enrollments will be suhni tied to lrlicrosoft direct, to report enroilmeni activity and comply to the payment schedule per RFC # ITARC-00532 to Riverside County to€omnabori Technology. Please reference the remitlonce information above for where to send the payment.Failure to comply may result in the award being rescinded. -f +• 5/2/2024 Signature Date Scott Friedlander IPS SVP Printed Name Title Signature: 5rnffFrrsr2fnn�7�r -- Email: scatt.fried land er@)insightcom 1.4 Revision 1/06/2021 AGREEMENT#ITARC-00930 Exhibit D Microsoft EA Benefits for Government Agencies El Reduced Paperwork Reduced number of separate documents to review — by consolidating amendments into a single document.Many of the amendments previously required are now built into the enrollment document. Customers utilizing the County of Riverside EA Master Agreement may choose either an Enterprise Enrollment or a Server and Cloud Enrollment(or both) depending on their needs. E2 Standard Pricing Across all platforms Microsoft will provide LSP's (authorized EA LSPs on this contract) with Government Level-D, pricing off of published"LSP cost"all platforms.Azure discount is a factor of the consumption rate. This will make it easy when calculating New, Additional product, and True-up purchases at the beginning or during your Enterprise Agreement Term. It also reduces possible confusion among partners. E3 No charge Onboarding Services Microsoft assisted onboarding is now a benefit of Office 365. Microsoft Intune,Azure AD Premium and Azure RMS. Eligible customers will receive guidance from a dedicated group of onboarding experts known as the Microsoft FastTrack Center(FTC)to onboard to these services.The FTC uses an onboarding approach known as FastTrack to help you,your IT Team,and or Partner, confidently onboard new users and capabilities. Programs are subject to change and/or evolve. E4 No Charge Security Incident Assistance Microsoft will engage special security teams in the event of an exploit if your organization leverages Microsoft security technologies as part of your enterprise agreement commitment. These teams will help you identify and stop the malicious attack and triage the incident. See your Microsoft Sales Executive for more details. E5 Raise and lower commitment for hosted services during the Enterprise Agreement Period You can raise your commitment for hosted services like 0365, CRM, Azure during the current EA year and only commit to the remaining montlis in that year. Example: your anniversary for your Year-2 term is in November and your adding 100 Office 365 users in May. You will only be obligated to pay for the 6 months leading to your anniversary. Additionally,you can now true-down hosted services at your anniversary to the original commitment level as well. E6 Additional Software Assurance benefits • With New Version Rights, you can upgrade each Microsoft product license that is covered by active Software Assurance to the most recent version for no additional cost. When a new version of Microsoft Office is released during the term of your agreement, your licenses are automatically upgraded to the new version. Office Roaming Use Rights: Help expand end-user productivity and extend the value of your virtual desktop environment with Office Roaming Use Rights, which lets users with Software 15 Revision 1/06/2021 AGREEMENT H ITARG-00930 Assurance on Office, Project, or Visio remotely access their software on their virtual desktops from third-party devices. • Spread Payments: Spread the costs of your License and Software Assurance purchase across three equal, annual sums versus one up-front payment to help reduce initial costs and aid in forecasting annual software budget requirements up to three years in advance. When you use the Spread Payments benefit, no interest or additional fees are incurred. You may also consider Microsoft Payment Solutions to help finance your technology needs, including software, services, partner products, and hardware. Although Microsoft Payment Solutions is not part of Software Assurance, you can choose it separate from, or in addition to, the Spread Payments benefit to create a customized payment structure. • Step-Up Licensing: Volume Licensing customers with Software Assurance can migrate from a lower edition to a higher edition software product while maintaining their Software Assurance coverage on a given product. The Step-up License makes it easier for you to move from a lower level edition to a higher-level edition without incurring the frill cost of licensing two separate editions of the software. More information about the Software Assurance by products as listed above can be found at: h .nsing-programs/software-assurance-bv- ops: www.rnlcrosoft.com_en-us Licensing/lice„ . product.aspx?83ffdda4-a263_-4123-9752-1122538cOa96=True 16 Revision 110 612 0 2 1 AGREEMENT#1TARC-00930 Exhibit E Microsoft Enterprise Agreements and Amendments Ei) Microsoft Enterprise Agreement No. 8084445. E2) Microsoft Select Plus Agreement No. 7756479. E3) Amendments No. t-EA Custom'Perms CTM(Document No.CTM-CPT-OPT-FW[C) E4) Amendments No.2- EA Custom Ternts(Document No,CTM-FWK-CTC-AGR). 17 Revision 1106;2021 2 . Insight Public Sector Inc.- LSP Agreement no. ITARC-930-FINAL Final Audit Report 2024-07-08 Created: 2024-07-08 By: Penny Musser(Penny.Musser@insight.com). Status: Signed Transaction ID: CBJCHBCAABAAHeMbuMzZrepnbpxmYGjzjidgLgwM8ZQ ""insight Public Sector Inca LSP Agreement no. ITARC-930-Fl NAL" History Document created by Penny Musser(Penny.Musser@insight.com) 2024-07-08-4:36:50 PM GMT-IP address:20.94.5.128 1. '+ Document emailed to scott.friediander@insight.com for signature 2024-07-08-4:38:04 PM GMT Email viewed by scott.friedlander@insight.corn 2024-07-08-8:20:35 PM GMT-IP address: 108.51.31.121 i ! Signer scott.friediander@insight.com entered name at signing as Scott Friedlander t 2024-07-08-8:21:07 PM GMT-IP address:108.51.31.121 Document e-signed by Scott Friedlander(scott.friedlander@insight.com) Signature Date:2024-07-08-8:21:09 PM GMT-Time Source:serveT-IP address:108.51.31.121 Agreement completed. 2024-07-OB-8:21:09 PM GMT Arm Adobe Acrobat Sign ,•�"'S'�.i_:_JY'f33Y4Y:x-+k rf�-�r.•. ..-.'YK^.'_. -�-..._:::._mom..w... i Microsoft Vn- lumc Uce-nsing Program Signature Form PhBA+IvtC�SA nrrmher 00�1•t(ayles3rl-5•Q4 • A�rr:aFnewl rluntbrr �� Noto; Enter the appric:able Fir:live numbers nssociatt;d with the rluounlents I)elor{. W.-rosoft requires the associated active number ho indicated Here,or listed below as new. For the purposes of this form, "Customer" can mean the siclninq entity, Enrolled Affiliate, GomnrnFnt Partner,Institution,or other party entering into a volumo licensing program agreement. I . This signaluce form and all conlracl doctlnients Identified In the table below are onler•ed Into between the C:ustorner and the Microsoft Affiliate signing,as of iho c:ffcctivo date identified WOW. 11...4 y S f frYr>;!y ''• ,'4i�''` ._Arls•'w, •��i{i B �� .��'rybT' '1�". teiN7-3�' rig 1 1 I 1 �•e;�•"C"'�,'i`.;`L Er}lerprise A reemenl X20-10209 ..Choose AqrvernenV- Document Number orCodo <Chooso AgreemenP, Docuniont Number or Coda KGltaase�reernet�i>� Document Number or Code eChoose Agreement> _ � pockrmeni Nun3 er or,Cr�dca, <Choose Document Dumber or Code <Choose EwolirnardlRe istrationx I Duumnent Nrunber or Code <Choose CnrotlmenVRe istratlon> Document Number or Coda _ <Choose EnrollmentlRe islration, Document Number or Corte <Choose EnrollmentlRetdistration> 0ocornent Number of Code . Amenffrrient to Contr'ac:l Dcicurvei�ls _ CTAr1-CPT•CiPT-e=WtC.�iie�v)...._. .. � �,. 1 By signing below,Customer and the Mirrosoft Affiliate agree that both parties (1) have recoived,road and understand the above contract documents,including any websites or documents Incorporated by Ui reference and any amendmenW and(2)agree 10 be bound by the terms of all 3urh doournonts. C}� •'r'}±e .,. ►��`ea, ,�,.,, rf•t , ,.•,*' r}'4'•il ?� �.,. .Y ?rt4- • Name of Entity(M t b 'le I e ttity Flp"Ifd)`Courtly or Riverside z 8ignatilrW XM Printed pb•st and fast Name Rica � Pr'intecl 1'Itle��= �%QC(�f"-�'11�f.di;t�tr�Ala rY`t�C.•�_��'��r'u��I� r- 0� 4C Slgrtnturo pate z 0- Tax ID E 'fadroalas Inquired meld i b r U. Ca f I�iagr�r n5iyr�Farmlkd �i iFS{AII�,l�ili�ur)E xHIiA,�h+141t�hIG!(RrIU2Al r) Pugh t of 2 I rr Voltirne Licensing Amendment to Contract Documents ftepgiont rduint,or P� ��'�� Oo�l•lcaylertd•S-O+l This:iunerndn+ant("An+endr+real")Is entered Into between the parties identified on the rallaclled prograrn signaturQ form,It amends the Enrollment or Agreement ideritifled nbavtt. All learns tiled IIm nol(Infiried In this Arnenclrnerlt valil have ilia same meanlncls provided In that Enrollment or Agromirlent. Enterprise Agreement CustorTl Terms CTM 1. Scbtion Ga,-rcnn",is hereby amended and restated as follows: a, Term, Tho lean of this Agreement will foinaln In effect Unless ternlinited by ailhor party as descibed below. Rich 1 11rbilint?nl will have tlae tornT provitlr;d in that I;nmIlmant, 2, 'I-lie pricing that Microsoft will offer' Enrulled Afftlialo's Rostallet for Enrotlrinents effoolive. between November 1,20'I9 Ihrrat1911 October 3% 2021,and that will apply for the entire Initial kern of such Emolllnerits,is a%follows: Product Price Examples Includo bit are not Ilanited to Level the following": Enterprise:Online Services`+ Level D M366 L3 and E5, t_nle}rprise Mobility + minus 2% Security E.3 and E5, Office 365 Enlerprke USLs,(inch I-ull From SA E1 or E3,Windows'10 Enterprlso E3 or E6 Add-ons artd Step ela Ups) Cntorprlse Producto Level D� pfflce 3G5 Pro Pfus, Utrintlatvs tq Dnterprise, Corry CAL. Suite, [Enterprise CAL Suite Adtlitlonril Products Level D N1365 F•I,M305 E6 Compliance,M365 E5 Sacurtly,Ofte 365 Enterprise F1, Project online, Visio Online Plan '1 or Plan 2, Dynanilra. 365, Nzwo, $QL Server, Windows Server,elc, Smor and Tools Product Level D SharePoinl Server,SaL Server,••RizToiF (applies w Server, and Clood Srrvor, VISual Studio, Coro Infrostrucitlre Dnrollnments only) Suites,etc. ,I Iw exiopples ineludu online sYrvV-us shut we aviihible iu elllmer ilia wolimieial ar gwouirviwit ciouc€r 1leringn. ' I I0imli:yina Fnwilmige pnhnr,.$ervirW,nrr We'MANI to Ihr,ProoticA t'ormb with ilre aelt aotud al•Fo'in the-l.dyles Ipj TImuzunl Avu•la'a€bly'. Tim,scal-xi ui t=irlurp i:w[].d414::ore€cw;Is subjRZA to ctia-r•4Iu u}Vnletprsa pnllne sowlctrs we tiddreJ.todModripwwd or mil yed from the Colerwise or+Anal c udiicr Exrfusiarm,apply to the, addiliow-il 2'%discount on Rntarpriso Online Services as follaws: Ar ncadnu:nlANt v'l 7 C 1 Ivlhi:PT•UPT•FWlf B0 IWO I[d?. I � I , I l Volulne:. UcensinJ Enterprise Agreement State and Local Ind for l.rn6 w101 FnirrasUn n,rsiu,isS pticPt+tnHr,t nr iAiCabB,sfk n,IsrnNSy„rxl iwr rlt:,trt AUltti„urrd This Microsoft Enterprise Agreement ('Agr lemon['} is entered Into between the entities Identified on the signature farm. Effective date.l'lre effective date of tills Agreemsnt Is the earliest effective date of Any Enrollment entered into under this Agreement or the date Mlcrosott accepts this Ardreentent,whichever is earller. This Agreement consists of(1)these Agreement terms mid condlt;Qns, Including any arnen�lm�enls and the signature form and all attachments identified therein, (2)the Product Terms applicable to Products licensed under this Agreement,(3)the online Services Terns,(4)any Affiliate Enrollment entered Into under this Agreement,and(5)any order submitted under this Agrcernent. Plerlsr note:Documents referenced in this Agreement but not attached to the signature form maybe found at l lit f,.!Awuw,ricro soft.cornflrcensirjrlicolatracts and are incorporated in this Agreement by reference, Including the Product Terns and Use Fights. These doctirrienls may contain additional terms and conditions for P(oducls licensed under this Agreement and may be changed from time to time.Customer should review such documants carefully, both al the dime of signing and periodically thereafter, and fully understand all terms and conditions appllcable to I WILIcts licensed. Terms and Conditions , f, Definitions. "Affiliate"means r a, with regard to Gustomer, (i) any government agency,department,office,instrumentality,division,unit or other entity of the stata or local govemryjont that Is supervised by or is part of CustWiler, or Which supervises Customer or of witiclt Customer is a part,or which is under common supervision with Customer; (ti) any county, borough, conlntonweatth,city, monieipelity, town, township. special purpose . district, or other similar typo of governmental Instrumentality establIvIled by the laws of Customers stale and located within Customer`s state iudsd{ction and geographic houndarles;and (tit)any other entity In Gustorme�'s state expressly authorized by the laws of Customer's state to purchase under state contracts; provided that a state and Ile Affiliates shall not, for purposes of this definition, be considered to be Affiliates of tlae federal government and Its Affiliates;and t>, with regard to Microsoft, any legal entity ilia] Microsoft o+rms, that owns Microsoft,or that Is under common ownership with Microsoft, "Customer'means the legal entity that has Antered Into this Agreement with Microsoft. "Customer Bata"means all dalh, including all text, Bound,:software,image,or video files that are provided to Microsoft by,oron behalf of,an Enrolled Rfflliate and Its Affiliates through use of Online Services. °day"means a calendar day,except for references that specify"tsuslness clay" "Enrolled Affiliate" means tan entity, either Guslorner or any one of Customer's Affiliates that has mitered Into an Enrollment under this Agreement. , HMO IUALp(118)MI Q1 MGj(1`lov2()10) Page I of I i hncuq,�nl;tEU-tU G�J i I i r r c. Licenses. The types of Liconses available are (1) LiOrises ol)lained trader Softwai re Assurance(MA),and(2)Subsscriplion Llrenscs, These License types, as well as additional License Types,are further described In the Producl List, 3, Licenses for Products, � r a• License Grant. hillcrosofl gran t.s the Enterprise a non.exckrsiue, worldwide and limited right to doarnload, install and use softwaro Products, find to.access and ►ise the Online Services, each in ilia citraniily ordered tinder anEnrollment. The rights gr4inled are subject to the torms of this Agreement, the Usci Rlghts and the product Terms, Microsoft reserves rail rights not expressly granted in this Agreement. 1). Duration of Licenses. Subscription Licenses and most Software Assurance rights are temporary and eKpire when thg applicable Enrollment is terminated or expires, unless the Enrolled Affiliate exercises a buy-out option,which is available forsorie Subscriptlon Licenses. Except as otherwise noted iri (lee applicable Enmilmenl or Use Rights, all other l,l og!f es become perpetual only when all payments for that License have been made and the initial Unroliment lean has expired, c, Applicable Use Flights, s (1) Products(other than Onli►ie Sei vices), The Use Alghts In effect on Ilia effective elate of the applicable Enrollment tern)will apply to Enterprise's use of the version of each Product that Is curreanl at tho time. For future versions and new Products,the Use Rights in effect when those versions and Products are first released will apply, Changes Microsoft makes to the Use Rights for a particular version will not apply unless the Enrolled Affiliate chooses to have those changes apply. The Ilse Rights oppilcoble to perpetual Licenses that were ' acquired under a previous agreement or Enrollment are detemriiied by the Agreement or Enrollment under which they were acquired. Renewal of Software Assurance (togs not charige which Use Rights apply to those Ltoenses, (11) Online$ervices• For Orilihe Services,the Use Rights In effect on the subscription start date will apply for the subscription term as defined In the Product Terries, (1, Downgrade rights. Enrolled Affiliate may use drr oarlier ve►siari of a Product other than Online Services Irian the veralan that is current on ilia effective(late of the Enrollment. For Licenses acquired in the Current Enrollmajet term,the Use Rights for the current version apply to the use of ilia earlier version, If the aw,Iier Product version indodes features that are not In the oew vemlon, then the Use nights applicable to the earlier version apply with respect to those factures, e. Now Verslot)Rights under Software Assuranao. Enrolled Affilioto must order and neeintaln continuous Software Asstrfancn cove3rage for each License ordered, With Software Assurance coverage,Enterprise automatically liras the right to use a new version of a licensed PrOdUCt as soon as it is released,even If Enrolled Affiliate chooses not to use the new version Immediately. M Except as otherwise permitted under an Enrollment,use of the new version will be subject to the new version's Use Flights. (li) If the License for the earlier version of the Produt;t Is perpetual at the One the new version is released, the License for the new version will also be perpetual. Perpetual Licenses obtained through Software Aasur•ance replace any perletual LIC6n9es for the earner version, f, Lirensti confirmation. This Agreement. the applicable Enrollment, Enrolled Affiliate's order confirnwtion,and any documentation evidencing transfers of perpetual Licenses,togethor with proof of payment, will he irnrdlled Affiliale's evidence of all Licenses obtained under an Enrnllmnnf. i r I 'A20Il3Apr(05)5LG(1-NG)(Nov2016) Pnan 3 of•11 UQeurrrerri K20•ta200 r i i I I operating division of Enrolled Affiliate or an Affiliate. (13) a reoi'Qanixatloa, or (C) u consolidation, Upon SUCK transfer, Customer`t)r Enrolled Affiliate must unfnstoll and discontinue lasing the k,onsed Product and rendor any copies unusable. b. Notificatlon of License Trtrristor, Enrolled Affiliate itlust notify Mirmsofl of a License Iransfer by completing a ilcensd transfer form, which can be obtained from httn:llwwrr.r>icrosafi c ornllicen�;a lrrnilrsic s and sending the completed fdrnn to Microsoft I before the License transfer. No License transfer will be valid unless Enrolled Affiliate provides I to the transferee, and ilia transferee accepts In writing, documents sufficient to enable the transferee to ascertain the soobe, purpose and liinilations of the rights granted by Microsoft under the licenses being transferred (includingthe applicable Use Rights, use and transfer restriolions,warranties and limitations of liability). Any License transfer not made In camplionce with this section will be void. i c. internal Assignment of Licenses aiad Software Assurance. Licenses and Software j Assurance must be assigned to a single user or device within they Enterprise. licenses and I Soitward Assurance may be reassigned wifhin the Enterprise as described in the Use Rights, 6. Term and terinination. a. Term. The term of this Agreement will be36 frill calendar nionths from tho effective date unless lerminatetl by either party as described below. Each Enrollment will have the term provided In that Enrollment. b. Terml0ation without cartsa. Either party may terminate this Agreement,without Cause,upon 60 days'written inolii:e. In the etrenl of termination, new Enrollments will not be accepted, but any existing Enrollment will continue for the loan 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 Agreement or.an Enrollment wlfhout liability, penalty or fudhehr obligation to malca paynnartils if funds to matte payments under the Agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. d. Termination for cause. Without limiting any miler rennedles it may have, either party may lerrrtlitate an Enrollment 11 lhs other party niaterlally breaches its obligations antler Ibis Agreement,including any obligation to subitlit orders or pay invoices. Exceptwherothe breach Is by Its nature not curable within 30 days, the tefminating party must give the other party 30 days'notice of its Intent to term(pate and an opportunity to cure the breaoli, If Microsoft gives Such notice to an Enrolled Affiliate, Microsoft also will give Customer a copy of that police and Customer agrees to fielp resolve the breach. If the breach affects other Enrollments and camlot be resolved between Microsoft and Enrolled Affiliate, together with Customer's help,within a reasonable period of lime,Microsoft may terminate this Agreement and all Ellr'aflnients Linder it. If bn Enrolled Affiliate ceases to be Customer's Affiliate, it must proniplly notify Microsoft, and Microsoft may terminate the former Affilioto's Enrollment. If an Enrolled Affili>ale terminates its �nrollmeni as a result of a Breach by Microsoft, or If Microsoft terminates an Enrollment because Enrolled Affiliate ceases to be Custonnsrs Affiliate, then Enrolled Affiliate will have the early termination rights described in the Enrollment. e, Carly termination. If('I)an Enrolled Affiliate tewflinales Its Enrollment as a resull of a breach by Microsoft, or,(2) if Microsoli terminates an Enrollmenl because the Enrolled Affiliate has ceased to ben n Affiliate of Customer,or(3)Enrolled Affiliate terminates an EnrolharEnl for non- ' (appropriation of funds,or(4)M(ai'osoft ter;ninates an Enrollment for non-payment due to non- appropriation of funds,,than the Enrolled Affiliate will)lave the following options: (1) It may Inimedlately pay the toldt remolning amount due,including all IIlM allinenls, In which cise,the Enrolled Affillate will have perpetual rights far all Licenses it has ordered:or I I-A2r1ItSAjiiiu;i)$LC;i�MCS�(ii4v!eiG} ; i�nri titifi1 i nncuinkitl X20•10200 I i r i r d. Restrictions. Enrolled Affitiate must riot (and Is not licensed to) (•I) reverse engineer, decontpile, or disassemble any'Product or Fix; (2) Install or use non-Microsoft software or technology In any way that+,vauld subject Warosoft's Intellectual properly ortochnology to any ' other license terms; or (3) wrirk around atny lechnical limitations in a Product or Fix or restrictions In Product docurnentatlan. CLISI0lfinar must not (and is not licensed to)() separvte and run parts of a Product or FN on more than one device, upgrade or downgrade parts of a Product or Fix at difforont limes,nr transfer parts of a Product or Flx separately;or(fi)distribute, subticonse, rent, lease, lend any products or Fixes, in whole or In hart, or use them to offer hosting services to a third party.' 0. Reservation of rights, Products and Fixes are protected by copyright and other inlelleCtual property rights laws and Inlardattonal treaties, Microsoft reserves all rights not expressly granted in this agreement,. No rights avill be granted or implied by vJalver or estoppel, Rights to access or use Software on a clevlce clo not give Customer any right to lrbplemenl Prticrosoft patents or other Microsoft Inlell8clual property In the device itself or In any other software of, devices. I 8. Confldentlafily. "Confidential Information"Is iron-public information that is designated"confidential"or that a reasonable person should understand is confidenllal,Including Customer Date.Confidential Information does not Include inlormalion that(a)becomes publlcty available without a breach of this agreerrtertt,(b)the receiving party received Iawfully from anolher source without a confidentiality obligation,(a)Is independently developed,or(d)is€a eommerrl or suggestion volunteered about the other party's business,products or services. ' I Each parlymlill tape reasonable straps to protect the other's Confidential Information aril will use the other parly's Confidenfial Information only for purposes of the parties'business relationship. Neltherpady will disclose that Confidehtiat information to thirc)pfirtlos,except to its employees,Affiliates,contractors, advisors and consultants("Representatives")and then only on a need-to-know basis under nondisclos.,rc: obligatlons at least n.9 protective ers tills agreement.Each party remahis responsible for lire use of the Confidential Information by its Representatives and, in[lie event of discovery of any urrauthortzed use or disclosure,+nest promptly notify the other party. A party may disclose the other's Confidential,Inforrnrilion if required by law;but only after it notifies the other party(if legally permissible)to enable ilia other panty to seek a protective order. Neither party is required to restrict work aisslgnments of Its Representatives who have had access to Confidential Informration.Earl►party agrees that the use of Information retained In Representatives' unaided memories In the development or deptoyrnent of the•parties'respective products or services dries riot create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly, I These obligations apply (1) for Customer Data until it is deleted from the Online Services, arid (11) for all other Confidential Information.for a period o.1 five years after a party receives the Confidential information, r r 8. Privacy and compliance With laws.. a. Enrolled Affiliate consents to the processing of personal information by Microsoft and Its agents to facilitate the subject matter 'of this Agreement, Enrolled Affiliate will obtain all required consents from thirst parties under applicable privacy and data protection law before providing personal information to Microso€l, t), Personal Information colloctad under this acgreernent (I) may be transferred, slored and processed in the United States or soy other Gauntry in which Microsoft or its service providers rnohiWin facilities and (11) will be subject to 11he privacy terms specified In the Use Rights. Microsoft will abide by the requirements of European Economic Area and Swiss data protection I r 1`-ha01nntnlWxk81 ratrrrrtllr+WOOIill pose 7 of H Dueunirnr X2n•4U20�J i I 1 j I non-Microsoft software hosted iQ an onlina,Servlce by Microsoft on Enrolled Affiliate's behalf misappropriates a Irnde secret or directly infringes a patent, copyright, trademark, or other proprletary right of a third pasty;or(2)Enrolled Affiliate's use of any Prodticl or Fix,alone or In combin,rtion with anything else,Glolates the laatj or damages a third party. .I 12. L.imitc)tion of liability, ` For each Product,each party's maximum,aggregate liability to tho other under this Agreentenl is limiled F to direct damoges finally awarded in an arnollnt not to exceed the amoranls Enrolled Affiliate was required to pay for the applicable products during(lie Iterm of this Agreement, subject to the following: a. Online Sorvfces, Par Online Services, Microsoft's maximum liability to Enrolled Affillate for any incident giving rise to a clasirn will not exceed the Amount Enrolled Affiliate paid for the Online Service during the 12 months before the incident. 1). Free Products and Dts#ributal)1a Code, For Products provided free of charge and code that Enrolled Affiliate Is authorized to redlsiribEite lo.third parties without separate payment to Microsoft,Microsoft`s liability is limited to direct d images finally,awarded tip to USS5,000, c. Excursions. In no event will either party he liable for Indirect,incidental, special, punitive, or consequential domacges,or for Inss of use, foss of lousiness information, lass of revenue,or interruption of business,howevdr caused or on any theory of liability. d. Escoptions. No lirnitolfon orexclusions will apply to liability arisingout of either part,s(1) confidentiality obligations(except for all liability related to Customer Data, which will remain subject to tit.a limitations and exdluslons above}; (2)de+fenso obligations;or(3)vinitrllott of the other party's intelieclual property rights, i 1 13, Verifying compliance. a. Right to verify aompllarice. Enrolled Affiliate must keep records relating to ail use and distribution of Products by Enrolled Affiliate and its Affiliates. Harosoft has the right, at Its expense, to the extent permitted by applicably tavu, to verify compliance with the Product's license terms, Enfolfed Affili>ate must promptly provide the Independent auditor with any Informallon the auditor reasonably requests in furtherance of tho verification,Including access to sysferns running the Products and evidence of Licenses for Products Enrolled Affiliate hosts, sub110MOs, or distributes to third parties. Enrolled Affiliate agrees to complete Microsoft's self-audit process,which Micros+oft may require as an alternative to a third party audit. b, Aernedles for noo-conipliance. If verlficastion or self-audit reveals any unlicensed use or distribution, then within 30 days, (1)Enrolled Affiliate must order sufficient Licenses to cover that use or distribution,and(2) if unlicensed tree or distribution is 5%or more,Enrolled Affiliate must reimburse Microsoft for the cost Microsoft has incurred in verificatlon and acquire the necessary additional licenses at •125% of the price based on the then-current price list and Enrolled Affiliate price level. The unlicensed rise porcontage Is based an the total number of licenses purchased compared td actual install base, If there is no unlir erised use,Microsoft will hot subject Enrolled Affiflele totanother verification for at leasl one year. By exercising the rights and procedures described above, Microsoft does not waive ifs rights to enforce this Agreernenl or to protect Its Intellectual property by any other means permitted by law, c, Verification process, fallcrosofl will nobly Enrolled Affiliate at feast 30 days In advance of its Intent to verify Enrolled Affiliate% compliance with the license leans for the Products Enrolled Affiliate and Its Affiliates use;or distribute, Microsoft will engage an fndopendent pudifor,wtalch will be subject to a c-Pnfidenliaiity obligation. Any Information collected In file self-audit will by used saleiy for purposes of delprmfning compliance. This verific:otion will lake place during norrtial business hours and In a manner that does not interfere unreasonably with Enrolled Affiliate's operatlorls, f nx111r�At�1(u i1 3i,fs�l rJe3){rluv2utfiJ i ag"gal 11 �7ur;+nnanl x7.t]•Iq�ntl I I ' I n, Frfle Prod,ticts. II is Microsoft'd Intent thal the lards of this Arlreement and the Use.Rights be In compliance with all applicable federal law and recfulations. Any free Product provided to Enrolled Affiliate is for life sole use and benefit of the Emolled Affiliate,and is not provided for use by or personal benefit of and speclfio government employee. o. Voluntary Product Accessibility Templates. Microsoft supports the government's obligation to provide accessible technologies to its citizens with disabilities as required by Secllon 508 of the Rehabilitation Act of 1973, and Its stale Invi counterparts. The Voluntary I roduot AccessilAlty Templates("VPATs")for the Microsoft leobnologles used In providing the Online Services oar he found at Microsoft's VPAT page, Further information regording Microsoft's conlnilhnant to accessibility can IN found at L?ltp I WmVr,rrricrosoft.cornfenabte. p. Natural disaster. In the e.vont of Go "nalural disaster," (S aosoft may provide additional assistance or rights by posting diem on littp:ilurrww, rosofl.com at such time. (I. Copyrlghl• violation. Except-as set t'orth in the section above entitled "Transferring and masisigning Licenses",the Cnrolfed Affiliate agrees to pay for,and comply with the torms of Nils Agreement and the Use f igms,`ror Isis Products It toses, except to the extent Enrolled Affiliate Is licensed wider this Agrodim nl, it will be responsible for ila breach of this conlract and violation of Microsoft's copyripitt In the Products, including payment of License f"s specified In tails Agreement for tinkenseO use, i I I t 1 , 1 I I I Cfi2a1t11;{�r(1,1.5JSLGfr.PiGjINnv7.r!!C! I I''lifle I1 of I S 13ncinn(:ul=)-'11}209 I I I I Country"USA Phone'Oft-455-2205 Fan ❑ Phis contact Is a third party(not the entity). Warning; This contact receives iersonally identifiable Information of the entity, 3. Subscriptions inanarger: This concoct will assign MSI7N, Expression, and TechNet Plus subscriptlon licenses to (110 Indlvidual subscribers under this Enrollment or Rellish'atlon. Assignment of the subsci!13tlon licenses Is necessary lot,access to tiny of the online benefits, shell a6 subscription downfvads. This contact will also manage any complimentary or sdditional mecum purchases related to these subscrll)tlons. Name of entity"County of Riverside Contact natnA": First Redina Last l=kinderburk Contact email address'RFtlnderbu1l(01-ivc0.0rj1 Street address*346014th Street,411)Floor city'Riverside SttrtelProvince`California Postal code' 9250'1-3861 Country"USA Phonrr".951-955-2205 Fax ❑ This contact is a third party(not the entity), Warning; 'i'his contact receives personally identifiable Informatlon of Me entity. 4. online services manager. -This conlaat will be loovided online penni0ions to n7anage the online services ordered trader the Enrollment or Registration. Nantie of entity"County of Riverside Contact narne', First Luis Last Flores Contact ernall address*LF'F'lore9@rlvco,org Slrek address*3450141h Street,41h floor City"Riverside StatelProvhice"California Postal code"92501-3851 Counlry"USA Phone"M-955-8114 Fax ❑ This contact is a third party(not the entity). Warning: This contact receives personally Identifiable informtilion of the enllly. 6. Customer Support Manager(CSIW). This person Is designated as the Customer Support Manager(CSM) for supporl-related activples. Flame of entity'County of Rivorsklo Contact name':First Luis Last Flores contact email address"LFFiores(Mrlveo.org Stroot address"3460 14th Street,4th Floor City"Riverside StatelProvince" Cnlifornlo Postal code'p250•I.3861 cotltttry'USA Phone*061-955-8114 Fax 6, pritnary Contact Information, An individual from Inside the organlzalion niust serve as the primary contact. This contact rocdyas online administrator permissions and may grant online access to oihPrs. This contact 6180 receives all notices tintess Microsoft 1s provided writloo notice of a change. Name of ontity'County of Riverside 81IP 01-dArunfuF'«rm(NAJND)(1`N y)(0ri?013) Palo 2 Of Volurne Licensing Program Signature Form MBA/MBSA number Proposal ID Agreement number Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here,or listed below as new. For the purposes of this form, "Customer'can mean the signing entity, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below. Contract Document Number or Code Select Pius A reement X20-04874 <Choose A reement> Document Number or Code <Choose A reement> Document'Number or Code <Choose A reement> Document Number or Code <Choose A reement> Document Number or Code Select Plus Affiliate Registration Form X20-04921 Choose EnrolimenURe istration> Document Number or Code <Choose EnrollmenURe istration> Document Number or Code <Choose Enrollment/Re istration> Document Number or Code <Choose EnrolimentlRe istration> Document Number or Code Document Description Document Number or Code Document Description Document Number or Code Document Description Document Number or Code Document Description Document Number or Code Document Description Document Number or Code 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. s Name of Enti (�4tst b t entity name)" County of Riverside Signature" ti Printed First and Last U114V Ines Mark FOR P p1 .t�C I Y C E i * - Printed Title Procurement Contract Specialist 3 X ft=VIP-40, 17ATF Signature Date" 07117/2013 Tax ID 95-6000930 indicates required field ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Oct2O l2) Page 1 of 3 Prepared By; Name of Preparer Email of Preparer Program$IgnForm(MSSign)(NA,LaIAm)ExBRA,MLI(ENG)(bni2012) Pane 3 of 3 Volui-ne Licensing Select Plus License Program Agreement State and Local Contents 1. Definitions..........................................................................................................................................1 2. How the Select Plus License program works.................................................................................3 3. How to establish price level.............................................................................................................3 4. License grant—what Registered Affiliates are licensed to run..................................................3 5. How to know what Product Use Rights apply................................................................................4 6. How to order Product Licenses.......................................................................................................5 7. Making copies of Products and re-imaging rights. .......................................................................6 8. Transferring and reassigning Licenses..........................................................................................6 9. Term and termination........................................................................................................................7 10. How to renew an Order.....................................................................................................................8 11, Restrictions on use...........................................................................................................................9 12. Confidentiality. .................................................................................................................................9 13, Warranties........................................................................................................................................10 14. Defense of infringement, misappropriation, and third party claims..........................................11 15, Limitation of liability. ......................................................................................................................12 16, Verifying compliance......................................................................................................................13 17, Non-Microsoft Software or Technology........................................................................................14 18. Miscellaneous..................................................................................................................................14 This Microsoft Select Plus Agreement is entered into between the entities identified on the signature form. Effective date. The effective date of this agreement is the effective date of the first Affiliate Registration Form or the date Microsoft accepts this agreement,whichever is earlier. This agreement consists of (1) the terms and conditions of this agreement and all attachments identified therein, (2) the Product List, (3) the Product Use Rights applicable to Products licensed under this agreement, (4) any Affiliate registration entered into under this agreement, and (5) any Order submitted under this agreement. The parties agree to be bound by the terms of this agreement. Terms and Conditions 1. Definitions. In this agreement the following definitions apply: "Affiliate" means a. with regard to Customer (i) any government agency, department, office, instrumentality, division, unit or other entity of the state or local government that is supervised by or is part of Customer, or which supervises Customer or of which Customer is a part, or which is under common supervision with Customer; (ii) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state jurisdiction and geographic boundaries; and selectPlus2012AgrGov(US)SLG{ENG)(Oct2Ol2) Page t of 16 Document X20-04674 "Software Assurance" means an annuity offering that provides new version rights and other benefits for Products as described in the Product List; "Trade Secret" means Information that Is not generally known or readily ascertainable to the public, has economic value as a result, and has been subject to reasonable steps under the circumstances to maintain Its secrecy. "use"or"run"means to copy, install, use,access,display, run or otherwise interact. 2. Now the Select Plus License program works. The Select Plus License program allows Registered Affiliates to acquire Licenses at discount pricing. Customer and Customer's Affiliates can participate in this program If Customer or Customer's Affiliate (1) submits an Order meeting the initial minimum order quantity, (2)maintains at least one active Qualifying Contract, or(3) has purchased the minimum order quantity during the 12 months preceding the effective date of this agreement. Notwithstanding any other provision of this agreement, only Registered Affiliates Identified in a Registration Form will be responsible for complying with the terms of that registration, Including the terms of this agreement incorporated by reference in that registration. a. How Registered Affiliates acquire licenses. A Registered Affiliate will acquire its Licenses through its chosen Reseller. Orders will be made out to and submitted to the Registered Affiliate's Reseller. Microsoft will Invoice that Reseller ;according to the terms in the applicable registration. The Reseller and the Registered Affiliate will determine the Registered Affiliate's actual price and payment terms. b. Choosing and maintaining a Reseller. ,Bach Registered Aff iiate must choose'and maintain a Reseller authorized.in the Registered Affiliate's region. c. Online Services: Online Services are pray€dQd a&subscription services and.are subject to the unique terrns set forth in the Product Liss Rights a.nd the roduct,List. 3. How'to establish price level. Establishing price levels. Each Product offering is assigned a point value on the Product List and is assigned to a Product pool. . The Customer's price level for a pool applies to purchases made by all Registered Affiliates under this agreement. Throughout the term of this agreement, the Customer's price level for each Product and its associated Pool (Applications, Systems and Servers) will be level OD." Customer does not need to acquire Products in all pools. The price Microsoft will Invoice Reseller will be based on Customer's price level for the pool of the Product ordered. Throughout this agreement the term "price"refers to reference price. 4. License grant--- what Registered Affiliates are licensed to run. Registered Affiliates have the rights below once their registration is accepted by Microsoft. These rights apply to the Licenses obtained under this agreement and are not related to any order of, or fulfillment of, software media. The ability to run current or later versions of a Product licensed under this agreement could be affected by minimum system requirements or other factors(e.g.,hardware or other software). a. General. At any time after their registration has been accepted by Microsoft, a Registered Affiliate may run for Its own benefit as many copies as It chooses, of any available Products It chooses, provided that It submits Orders for all copies in the month in which those copies are first run. b. Use by Affiliates. A Registered Affiliate may sublicense the right to use the Products ordered under this agreement to any of Its Affiliates, but Affiliates may not sublicense these rights and their use must be consistent with the License terms contained In this agreement. SelectPlus20l2AgrGov(US)SLO(ENG)(Oct2o12) Page 3 of 16 Document X20-04874 i date, the Product Use Rights for the version licensed, not the version being run, will apply. However, if the earlier version includes components that are not part of the licensed version, any Product Use Rights specific to those components will apply to the Registered Affiliate's use of those components. b. Reservation of rights. All rights not expressly granted are reserved by Microsoft. In lieu of Customer's obligation to indemnify Microsoft under various provisions of the Product Use Rights, Customer will be responsible for any cost or damages arising from any claim to which Customer's indemnity obligation would otherwise apply. 6. Wow to order Product Licenses. a. Placing Orders. Registered Affiliate may purchase Licenses and Online Services Microsoft makes available under this program by placing Orders with Registered Affiliate's authorized Reseller. The price and payment terms for all Orders will be determined by agreement between Registered Affiliate and its Reseller. When placing orders, a Registered Affiliate must specify the country or countries where the Registered Affiliate will use the Licenses. Microsoft may refuse to accept an Order if Microsoft has a business reason to do so. Microsoft may change the Products and subscription services available under this program. b. When is the Registered Affiliate eligible to order just Software Assurance?A Registered Affiliate may order Software Assurance for copies of a Product, without the need to simultaneously order a new License for those copies, in each of the following circumstances: (i) Registered Affiliate may order Software Assurance for copies of Products for which the Registered Affiliate has previously obtained perpetual Licenses through Upgrade Advantage, Software Assurance, or any similar upgrade protection, so long as the Order for Software Assurance under this Agreement becomes effective no later than one day following the expiration of that upgrade protection, and(2) Registered Affiliate submits an order for another term of Software Assurance for those Licenses prior to or at the expiration of the previous term. (li) During the term of the Agreement (including any renewal term), a Registered Affiliate may be eligible to order Software Assurance for copies of certain Products licensed through retail sources or from an original equipment manufacturer ("OEM"), provided that the Registered Affiliate places its Order within the required time frame. The Product List at ftttp://www.ricrosoft.com/licensing/contracts identifies those Products that may be enrolled in Software Assurance and the applicable time frame for placing an Order. (III) A Registered Affiliate may also order Software Assurance in any other circumstances expressly permitted in the Product List. (iv) A Registered Affiliate may renew Software Assurance ordered under this Agreement at the time it renews its Order as described in the section titled"How to renew an Order." c. How to confirm Orders. Information about Orders, including an electronic confirmation of each Order, will be provided in a password-protected site on the World Wide Web at https:llwww.microsoft.com/licensing/servicecenter/ or a successor site that will be identified. Upon Microsoft's acceptance of this agreement, Registered Affiliate's contact identified for this purpose will be provided access to this site. d. Invoices and payments. For any Orders for Software Assurance or L&SA, if the Registered Affiliate elects to spread its payments over three years rather than payment in a lump sum, it may make this election with its Reseller. In such cases, Microsoft will invoice the Registered Affiliate's Reseller in installments, the first installment upon receipt of the Order and subsequent installments on each anniversary of the Order or the Affiliate anniversary month. Any amounts for Licenses only (i.e. without accompanying Software Assurance) will be invoiced to the Registered Affiliate's Reseller in full upon receipt of the Order. Select Plus2012AgrGov(US)SLG(ENG)(Oct2012) Page 5 of 16 Document X20-04874 your state's jurisdiction and geographic boundaries; and (iii) any other entity expressly authorized by the laws of your state to purchase under state contracts, or (b) an unaffiliated third party in connection with a privatization of an affiliate of agency as set forth in (a) above or of an operating division of the Enrolled Affiliate or one if its affiliates as set forth in (a)above, a reorganization, or a consolidation. Customer must notify Microsoft of a transfer of license by completing a transfer notice form, which can be obtained from htto:llwww.microsoft.com/licensing/contracts and send the completed form to Microsoft before the license transfer. No License transfer will be valid unless Customer provides to the transferee, and the transferee accepts in writing, the applicable Product Use Rights, use restrictions, limitations of liability (including exclusions and warranty provisions), and the transfer restrictions described in this section. Any license transfer not made in compliance with this section will be void. b. Internal Reassignment of Licenses and Software Assurance. (t) For Products other than the desktop operating system upgrade. For Products other than the desktop operating system upgrade, Registered Affiliate may internally reassign Licenses to an Affiliate. However, Registered Affiliate may not reassign Licenses on a short-term basis (90 days or less), or reassign Software Assurance or other upgrade coverage separately from the underlying License, except as provided otherwise in this agreement. (lt) For desktop operating systems. The Registered Affiliate may not reassign desktop operating system upgrade Licenses from one computer to another. The Registered Affiliate may internally reassign Software Assurance coverage on desktop operating systems upgrades from the original computer to a replacement computer internally, as long as (1) the replacement computer is licensed to run the latest version of that operating system, and (2)the Registered Affiliate removes any desktop operating system upgrades from the original computer. 9. Term and termination. a. Term. This agreement will remain in effect unless it is terminated by either party as described below. b. Termination without cause. Either party may terminate this agreement without cause upon 60 days written notice. Such termination will merely terminate either party's and its Registered Affiliates' ability to place Orders under this agreement. Such termination will not affect any Orders not otherwise terminated, and any terms of this agreement applicable to any Orders not otherwise terminated will continue in effect with respect to that Order. c. Mid-term termination for non-appropriation of Funds. Enrolled Affiliate may terminate this agreement or an Enrollment without liability, penalty or further obligation to make payments if funds to make payments under the agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. d. Termination for breach. Either party to an Order may terminate it if the other party materially breaches its obligations under this agreement, including any obligation to pay amounts owed. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice and opportunity to cure. If Microsoft gives such notice to a Registered Affiliate, Microsoft will give Customer a copy of that notice as well and Customer agrees to assist in attempting to resolve the problem. If the problem also affects other Affiliate registrations and cannot be resolved between Customer and Microsoft within a reasonable period of time, Microsoft may also terminate this agreement and all other Affiliate registrations under it, unless the basis for termination of the registration is non-appropriation of funds to the registered affiliate, in which event Microsoft may only terminate the affected registration(s). If a Registered Affiliate ceases to be an SelectPlus20l2AgrGov(US)SLG(ENG)(Oct2012) Page 7 of 16 Document X20-04874 11. Restrictions on use. Registered Affiliate must not; a. separate and use the components of a Product on two or more computers, upgrade or downgrade components at different times, or transfer components separately, except as provided in the Product Use Rights; b. reverse engineer, decompiie or disassemble any Product or Fix, except where applicable law permits It despite this limitation; or c. distribute, sublicense, rent, lease, lend, or host any Product or Fix except as permitted by this Agreement,the Product Use Rights, or in a separate written agreement 12. Confidentiality. To the extent permitted by applicable law, the terms and conditions of this Agreement is confidential. Neither party will disclose such terms and conditions, or the substance of any discussions that led to them, to any third party other than Affiliates or agents, or to designated or prospective resellers who; (1) have a need to know such information in order to assist in carrying out this agreement; and(2)have been Instructed that all such information is to be handled in strict confidence. For the avoidance doubt, the parties acknowledge that this Confidentiality provision recognizes that when there Is a business need to do so, Microsoft and Customer tray need,to sharelexchange their respective Confidential Information with each other to develop a more meaningful business relationship. This section provides Microsoft and Customer with a well-balanced, commercially reasonable,,and comprehensive set of confidentiality terms that enable both parties to sharelexchgnge a wide. range of Confidential information with each other knowing with confidence that significant confidentiality protections are in place, The confidentiality terms denoted below do not govern Microsoft's handling of Customer Data. In all Instances under this Agreement, Microsoft's handling of Customer Data shall be governed as described under various other provisions of this Agreement and by Microsoft's data security policy. a. What is included, "Confidential Information" Is non-public information, know-how and Trade Secrets in any form that are designated as "confidential" or a reasonable person knows or reasonably should understand to be confidential. It includes non-public Information regarding either party's products or customers, marketing and promotions, or the negotiated terms of Microsoft agreements. b. What Is not Included. The following types of information, however marked, are not Confidential Information. Information that: (t) is,or becomes,publicly avallable without a breach of this agreement; (11) was lawfully known to the receiver of the information without an obligation to keep it confidential; (III)Is received from another source who can disclose it lawfully and without an obligation to keep it confidential; (iv)is Independently developed; or (v) is a comment or suggestion one party volunteers about the other's business, products or services. c. Treatment of Confidential Information. (1) in general. Subject to the other terms of this agreement,each party agrees; 1) it will not disclose the other's Confidential Information to third parties; and 2) it will use and disclose the other's Confidential Information only for purposes of the parties' business relationship with each other. SelectPlus2012AgrGoY(VS)SLG(ENG)(Oct2012) Page g of I Document X20.04874 (€i) Products other than online Services is one year from the date Customer first uses the Product; and c. Limited warranty exclusions. This limited warranty is subject to the following limitations: (1) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law last for one year from the start of the limited warranty; (1€) the limited warranty does not cover problems caused by accident, abuse or use in a manner Inconsistent with this agreement or the Product Use Rights, or resulting from events beyond Microsoft's reasonable control; (III)the limited warranty does not apply to components of Products that Customer is permitted to redistribute; (iv)the limited warranty does not apply to free,trial,pre-release,or beta products;and (v) the limited warranty does not apply to problems caused by the failure to meet minimum system requirements. d. Remedies for breach of limited warranty. If Microsoft fails to meet any of the above limited warranties and Customer notifies Microsoft within the warranty term,then Microsoft will: (I) for Online Services, provide the remedies identified in the Service Level Agreement for the affected Online Service; (it) for Products other than Online Services,at its option either(1) return the price paid or(2) repair or replace the Product;and These are Customer's only remedies for breach of°.the limited warranty, unless other remedies are:required to be provided under applicable law. e. DISCLAIMER OF OTHER WARRANTIES. OTHER THAN ;THIS UMITED WARRANTY, MICROSOFT PROVIDES :NO OTHER EXPRESS. OR IMPLIED WARRANTIES OR CONDITIONS. MICROSOFT DISCLAIMS :ANY IMPLIED REPRESENTATION$, WARRANTIES, OR CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURP05E, SA715 ACTORY QUALITY, TITLE,OR NON. " INFRINGEMENT. THESE DISCLAIMERS WILL APPLY UNLESS APPLICABLE LAW DOES NOT PERMIT THEM. 94. Defense of infringement, misappropriation, and third party claims. a. Microsoft's agreement to protect. Microsoft will defend Enrolled Affiliate against any claims made by an unaffiliated third party that any Product or Fix that is made available by Microsoft for a fee infringes that party's patent,copyright,or trademark or makes unlawful use of its Trade Secret, Microsoft will also pay the amount of any resulting adverse final judgment (or settlement to which Microsoft consents). This section provides Enrolled Affiliate's exclusive remedy for these claims. b. Limitations on defense obligation. Microsoft's obligations will not apply to the extent that the claim or award is based on: (1) Customer Data, non-Microsoft software, modifications Enrolled Affiliate makes to, or any specifications or materials Enrolled Affiliate provides or makes available for, a Product or Fix. ; (ii) Enrolled Affiliate's combination of the Product or Fix with a non-Microsoft product, data or business process; or damages based on the use of a non-Microsoft product, data or business process; ; (111) Enrolled Affiliate's use of either Microsoft Trademarks or the use or redistribution of. a Product or Fix in violation of this agreement or any agreement incorporating its terms or; 8e1ectP1us2012A9rGov(US)SLG(E=NG)(Oct2012) Page 11 of 16 Document X20-04074 $5,000. These limitations apply regardless of whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, or any other legal theory, However, these monetary limitations will not apply to: (1) Microsoft's and Customer's obligations under the section titled "Defense of Infringement, misappropriation, and third party claims"; (€i) liability for damages caused by either party's gross negligence or willful misconduct, or that of Its employees or its agents, and awarded by a court of final adjudication(provided that, in jurisdictions that do not recognize a legal distinction between "gross negligence" and "negligence," "gross negligence" as used In this subsection shall mean "recklessness"); (ill) liabilities arising out of any breach by either party of its obligations under the section entitled "Confidentiality", except that Microsoft's liability arising out of or In relation to Customer Data shall in all cases be limited to the amount Customer paid for the Online Service giving rise to that liability during the prior 12 months; (iv)liability for personal Injury or death caused by either party's negligence, or that of its employees or agents,or for fraudulent misrepresentation; and (v) violation by either party of the other party's intellectual properly rights. b. EXCLUSION OF CERTAIN DAMAGES, TO THE EXTENT PERMITTED BY APPLICABLE LAW,WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER PARTY,NOR ANY OF ITS AFFILIATES, OR CONTRACTORS, WILL BE LIABLE::.FOR ANY INDIRECT, CONSEQUENTIAL., SPECIAL, OR INCIDENTAL DAMAGES, OR'DAMAGES FOR LOST PROFITS, REVENUES, BUSINESS ,INTERRUPTION, OR. LOSS. OF BUSINESS INFORMATION ARISING IN CONNECTION WITH THIS AGREEMENT., EVEN IF,ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR' IF SUCH .POSSIBILITY WAS REASONABLY FORESEEABLE. HOWEVER, THIS.EXCLUSION DOES NOT APPLY TO DITHER PARTY'S LIABILITY TO THE OTHER FOR VIOLATION OF ITS CONFIDENTIALITY OBLIGATIONS(EXCEPT TO.THE EXTENT THAT SUCH VIOLATION RELATES TO CUSTOMER DATA), THE .OTHER PARTY'S.INTELLECTUAL PROPERTY RIGHTS, OR THE PARTIES' RESPECTIVE. OBLIGATIONS IN THE SECTION TITLED "DEFENSE OF INFRINGEMENT,MISAPPROPRIATION,AND THIRD PARTY CLAIMS." c. Affiliates and Contractors. (Neither Microsoft nor Customer shall bring any action against the other's Affiliates or Contractors in respect of any matter disclaimed on their behalf in this agreement. Each party will indemnify the other in the event of any breach of this provision. 16. Verifying Compliance. a. Right to verify compliance. Customer must keep records relating to the Products it and its Affiliates use or distribute. Microsoft has the right, to the extent permitted by applicable law, to verify compliance with the license terms for the Products,at Microsoft's expense. b. Verification process and limitations. Microsoft will provide customer at least 30 days' notice of its intent to verify compliance. Microsoft will engage an independent auditor, which will be subject to a confidentiality obligation. Verification will take place during normal business hours and in a manner that does not interfere unreasonably with Customer's operations. Customer must promptly provide the Independent auditor with any information it reasonably requests in furtherance of the verification, including access to systems running the Products and evidence of licenses for Products Customer hosts, sublicenses, or distributes to third parties, As an alternative, Microsoft may require Customer to complete Microsoft's self-audit process relating to the Products Customer and any of its Affiliates use or distribute, .Such information will be used solely for purposes of determining compliance. c. Remedies for non-compliance. if verification or self-audit reveals any unlicensed use, Customer must within 30 days order sufficient licenses to cover its use. If there is no SeleotPlus20l2AgrGov(US)SLO(rNG)(Oct2Ol2) Page 13 of 16 Document X20-04874 f. Applicable law; dispute resolution. The terms of this agreement will be governed by the laws of Registered Affiliate's slate, without giving effect to its conflict of laws, Disputes relating to this agreement will be subject to applicable dispute resolution laws of Registered Affiliate's state. g. This agreement is not exclusive. Customer is free to enter into agreements to license, use or promote non-Microsoft software. h. Entire agreement. This agreement, the Product List, all registrations under this agreement, and the Product Use Rights constitute the entire agreement concerning the subject matter and supersede any prior or contemporaneous communications. In the case of a conflict between any of these documents that is not resolved expressly in the documents, their terms will control in the following order. (1) these terms and conditions and the accompanying signature form; (2)the Product List; (3)the Product Use Rights; (4) all registrations under this agreement; and (5) all Orders submitted under this agreement. The terms of any purchase order or any general terms and conditions Customer maintains do not apply. I. Survival. Provisions regarding ownership and license rights, fees, Product use rights, restrictions on use, evidence of perpetual Licenses, transfer of Licenses, warranties, defense of infringement and misappropriation claims, limitations of liability, confidentiality, compliance verification, open source license restrictions, obligations on termination or expiration and the other provisions in this section entitled "Miscellaneous" will survive termination or expiration of this agreement and of any agreement in which they are incorporated. j. No transfer of ownership. Microsoft does not transfer any ownership rights in any licensed Product. Microsoft reserves all rights not specifically granted. The Products are protected by copyright and other intellectual property rights laws and international treaties. k. Free Products. It is Microsoft's intent that the terms of this agreement and the Product Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Registered Affiliate is for the sole use and benefit of the Registered Affiliate, and is not provided for use by or personal benefit of any specific government employee. I. Amending the agreement. This agreement (except the Product List and the Product Use Rights)can be changed only by an amendment signed by both parties. m. Resellers and other third parties cannot bind Microsoft. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. n. Privacy and Security. Microsoft and Enrolled Affiliate will each comply with all applicable privacy and data protection laws and regulations (including applicable security breach notification law). However, Microsoft is not responsible for compliance with any laws applicable to Enrolled Affiliate or Enrolled Affiliate's industry that are not also generally applicable to information technology services providers. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this agreement. Enrolled Affiliate may choose to provide personal information to Microsoft on behalf of third parties (including Enrolled Affiliate's contacts, resellers, distributors, administrators, and employees) as part of this agreement. Enrolled Affiliate will obtain all required consents from third parties under applicable privacy and data protection law before providing personal information to Microsoft. The personal information Enrolled Affiliate provides in connection with this agreement will be processed according to the privacy statement available at htt s:llwww.microsoft.com/licensin /servicecenter (see footer), except that Product-specific privacy statements are in the Product use rights. Personal data collected through Products or Services may be transferred, stored and processed in the United States or any other country in which Microsoft or its service providers maintain facilities. By using the Products or Services, Customer consents to the foregoing. Microsoft abides by the EU Safe Harbor and the Swiss Safe Harbor frameworks as set forth by the U.S. Department of Commerce SelectPlus20l2AgrGov(US)SLG(ENG)(Ocl2Ol2) Page 15 of 18 Document X20-04874 Micrdsoft Licensing, GP Document Summary Form This is for informational purposes only n�. 3-0,000003183189 WSI.I Tracking Number) D'Ur- The: Signature Form Do not modify the formatting or spacing of this Farm above this text S bsldla Account Manager Name i Allaa: Country: United Rates LARIL.ANESA: Dell Inc. 1 i 1 PMgramNersio SLIP SLG 2012 (MSLI Scanning Code) ACCOUNT- County of RiversNdey._�..._......_..-----�_-,��. Outsourcer Name: f3u5iness Agreement Number: Master Agreement Number: 7756479 Agreement Number: 7657738 Purchase Order Number. Comments: Lost Savad by Quinn Oroenly 712312013 2:42.23 PM 10112/2005 Revision 3.9 Mjcrpsoft Affiliate, Microsoft Licensing,4P r Signature Printed First and Last Name Microsoft Licensing,GP Printed Title JUL 2 3 2013 Signature Date (data Mlcrosoft Affillato countomlons) Anthony Dulaney Effective Date �i M icrasoff Licensing,GP (may be different than Microsoft's signature date) Optional rd Customer signature or Cutsourcer signature(if applicable) Name of Entity(must be legal ontity name)* signatute* Printed First and Last Name* Printed Titio" signature Date* f *lndicate3s requit3d field outsourcer Name.of Entity(mutt be legal entity name)" Signature' Printed-I"irat and Last Name* Printed Title* Signattre,DaW "inctfc I required field If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, Include the appropriate fonn(s)with this signature form. After this signature form is signed by the Customer, send It and the Contract poauments 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 fa confirmation capY- Microsoft Licensing,GP Dept, 551,Volume Licensing 6100 Neil Road,Suite 210 Reno, Nevada 89511.1137 USA ProgramslgnForm(MS$Ign)(NA,LatAm)ExerA,MLI(F.NG)(oct2'O12) Page 2 of 3 t I Program Signature Farm i MBAIMBSA number RIVCO-8004446-M- AMD2 Apreomeat number 8084446 Noto Enler the applloahle active numbers n soolated with iha documents below, Mlcrosof(requires the assacla(ed active number be"indicaled here,or IIlsted below as new. ' I For the purposos of this 'farm, "Customer° can mean the signing entl(y, Enrolled Affiliate, Govenintent Partnsf,Instit9lion,or other party encoring Into a volume licensing program agreement. This signature forhi and all contract(looumon(a Identified in the table below are e1llered Into between the Customer and Ilia Miorosoff Affiliate signing,as of the effective date Identified below. ' <Choose.A reethent> <Chooae A reetYteht> _ <C ooseA reornotO <Choose A reement> T- l <Chpose An reemot> j <Clfoose.EnrollmonVRe lstratlon> j <Chaos@ ErtroilmenVRe istrFrtion> <Choose rallmenVRe Is ratton> <Choose Enrailment/Reg€siration> 4Chaose.EnroilmenVRe istration> Amendment to Contract Documents C'rM-FWK-CTC-AOR 8064446) ' By signing below,Customer and the Mlorosoft Af€Illa(a agree that both patties(.1)have raeelved,read and understand the above oonlrao(documents,Including any websiles or documents incorporated by reference and any Wendlnents and(2)agree to be bound by tho terms of all such documents, l U Wane orEritity o si! Ole larlllty name)",Cotinty of Riverside Signature?, Printed Flrst arld last tdakft* /F r(c-f'-r" Printed Title S 'R. r �� 1't ll/rf C4A(rrtW 1- S eC'14�/S7� 0 Signaturee*Dat TaX ID "lndiveles required field i Programslgnrorm(Msslgn)(NA,LatAm)tixBftA(FNG)(Ool2o10) hags 1 ON 1 Pucumpnt X20.120d 6 I I _ I ' ]VIlo If �,;J A VC.)ltJl'ne HC;C- 11!-;1n g Amendment to Contract Documents AnraoMent Number RIVG0-8004445-M 1iU0444fi AMD2 —j This amendment('Amendment')Is ontered Into between the parties Identiffod on the attached program signature form,It amends the Enrollment or Agreemeht Idenlifled above. All terms used but trot defined In this Amendment will have the same Iteatlings provided In that Enrollment or AgreerilerfL Microsoft Services Amendment to the Enterprise Enrollment j Federal, State and Local Government & Public Educational Ihstitdtions I Enrolled Affiliate Is ordering Professional Services described In the attached Statement of Services (sps)In cphnactlon with IN Producls licensed by lynrolied Affiliato 4 rider the.Enrolltnerit, The parties agtee that the Enrollment is amended to add the following lermg that shall apply to the servioes desorlbad In the SOS, Terms and Conditions 9. Aeflniflons. All terms deflnod In the Agreement and the Cnrollment shall apply to this Amendment + unless otherwise stated. Additional terms are defined as follows- "customor"means the legal entity that has entered Into the Agreement; "Customer Data"'rneans ell data,Including all text,vouhd,software,image br video lines that are provided to Microsoft by,or on behalf of,Customer and Its Affiliates In conneotion with Professional$ervlees; "day"means a calendar day,except references that specify"business day "Fix"or"Fixes"means Pto�uot fixes,modlfioatlonb,onhartceittenls,or theirdetivatives,that MlUosoft ffiftr releases generally(such an Product scrvlce packs)or that Microsoft provides to Customer when parforming Professional Services to address a spectfio lasue(Including,but not limited to,workarounds,patches,bug fixes,bete fixes and beta builds); "INlarosoft"means the Microsoft Affiliate that has entered Into the Agredment and Its Affiliates,as appropriate; "Pre-Existing Warle'means any computer code or materials developed or otherwise obtained Independently of the efforts of a party under a Statement of Setvicos; "Professional services"means all Product support services and Microsoft cdostllting rervfoes or advice provided to Customer under this Amendment, "Professional 5ervlces"does not Include Qnllno services; "Service DeliverWes"MORO airy computer code or rnalorlals,other than Products or Fines,flint Microsoft leaves with Customer at the conclusion ofMierosoil's performance of the Professional Services; "Statement of services"means any wort orders,services descriptions,or other description of Professlonal Services(hell incorporates this Amendment; {�mendmenthpp vh.o CTM•r`WK-aTC•AQR on Pape'I Ora L Reservatlon of R19his. Products,Pixes,and Service Deliverables are protected by copyright and other Intellectual properly rights laws and lnternaltQnal treaties. Microsoft reserves all rights not expressly granted In this Agreement. No rights will be granted or implied by Waiver or estoppel, g. Suppor'lahlllty of Prodacts. support for Products Is available under the terms of a licensing agreement, a separate Statement of Services or under lice terms set forth at Itflo:llsuns�s,rl i orosbfl.corn or a successor slie, 4. Confldentlallly, Subject to the requirements of Customer's public records and trade secret laws(I)any): , "Confidential Information" Ig non-publlo Information that Is designated "confidential"or that a reasonable person should Understand Is confidential,and the terms of this Amendment, It Includes,bulls nol limlled lo, non-public Information regarding either parly's products, features, meriieling and promotions, and the negotiated terms of any Statement of Services, Confidential Informatloli does not.lncfude Information that(a)becomes,.publicly avgliaplo without a breach of this Amendment, (b) the receiving party received lawfully from another source without a confidentiality obligation,(a)Is Inde endantly developed,or(d)Is a comment or sltggestion vplgt feared about the other porly's business,products or services, Each party will take reasonable stops to protecl thQ other's Confidential Information and will use the other phrty's Gobfldentlot Information only for purposes of the parties'business relationship, Neither partyy will dlsplose that Confidential Information to third parties,except to lie employees,Affiliates,conlractors,advhsors, and consultants(collectiOly"Representatives")and then only on a hoed-to•knowbasis,under nondisclosure obligations at lepsl as proteollve as this Agreement. Each party remains responsible for the utia of the Confidential Information by Its Representatives and, In the event of discovery of any unauthorized use or disolosgre,mUst prdmptly notify Ilia other party. A party may disclose the other party's Confidential information If required by law;but ohly after It nol[W the other party(if legally permissible)to enable the other party to seek a pfotsotive order. NOW party Is required to restrict work asslgnments of its rQpresentativas who have tied aoceos to Confidential Inforrnailon. Each party agrees that use of Information In reproQentatives'unaided memories In ` the devolopment or deployment of the parlion'resppotive products or setvlees does not create liability under this Ahlendbtent or Trade Seprot[AW,and each party agrees to limit what It discloses to the other accordingly. li These obligations apply for a period of llvd yeats after the confidential Information i&received. G, compliance with applicable laws,privacy Andsecurily. a, Customer consents to the processing of personal ln(ormation by Mlorasaft and its agents to facilitate the subject inaller of this Amendment. Customer will obtain all required consents from third parlibe (Including Customer's contacts; rosellors, distributors, admtnistratorp, and employees) under applicable privacy and data protection law before providing personal fnformatlon to Microsoft, i b, Personal information collected through Professional Services (I) may bed ptored an processed In the United States or any-other country In which jcosoft or Its contractors maintaln facilities and(II)will be subject to the privacy terms specified in the U.pe Bights, Microsoft will abide by the requirements of European Economic Area and Swiss data protection law regarding Ilia collection, use, transfer, retention and processing of personal data from the European Econdmld Area and Swjtzprland. o, U.S. IAxport, lvllorosoft Products, Fixes and 5erviQes Deliverables are subject to VS. %pert Jurisdlotion, cristomer must comply with all applloalble International and national laws,including the U.S.Export Administration Aegulatlons,the Internatlonal Traffic In Arms Regulations,and end-user, end use and destination rpsIdbllons by U,S,and other governments related to Microsoft Products, services,and technologies. G, Warranties. AmandmentApp v4,D CTM-FWK-CTC.AGR HD Page 0 or D i I f t to rho limitations and exclusions above);(2)dofenso obligations;or(3)violallon of the other parly's Intellectual prbperly rights. D. Term and forminAtion. This Amendment will romain In offoct until terminated. Either party may terminate this Amendment at any time without cause by giving the other party at least 60 calendar days prior written notice. Terminating this Amendmont will not affect any existing statements of Services but will terminate the ability of the parties to enter Into subsequent Statements of services, Customer may terminate a Statement of Services upon 90 days'notice. Either party Iq the Statement of i Services may terminate it If the other party is In material breach or default of any obilgatlon that Is not cured within 30 calendar days'notice of such breach. Microsoft May tomilnate a Statement bf services if CuMpmer rails to pay any invoice That Is more than 00 days outstanding. Customer agrees to pay all fees for ' Professional Services performed and expenses incurred prior to termination and any additional amounts that may be specified In a Statamoni of SorvIc6s: Upon Microsoft's receipt of payment for the Professional Services,Customer's Interests In the Services beilverabies will vest. 10, Miscellaneous. a, Notices. Notices must be sent to the address on the signature page of lhls Amondment or on ah appilooble Statement of Serviggs. All notices, wth0rizatton% and requests givon gr mode In connection with this Amendment must be In willing and will be treated as delivered on the date shown on the return receipt or on the courier or Fax oontinmation of delivery. Microsoft may provide Information to Customer about upcoming ordering deadllnee,services and subscription information In electrpnlc form,including by email to contacts provided try the Customer. Emallri will be treated as delivered on the Iransrolssion date. A Applicable law;dispate resolution. 'this Amendment together with the applicable,Statement of Servlcbs will be governed by the laws eel forth In the Agreement, r o, severabillty. if any provision of this Amendment fs held to be unenforceable,ilia balance 61'the, i Amendment will remain In full force and effect. d, Walvor, Failure to enforce any provision Qf this Amendment will riot constitute a waiver.Any waiver t must be made lit writing and signed by an authorized representeilv6 of the waiving party, e. Strrvlval. All provtsfans surviv®termination or expiration of this Amandmhnt,except those requiring pQrformance only during the term pf a Statement of Services, f Microsoft as Independent contractor. Tits parties are Independent contractors, Customer end Microsoft each may develop products Independently without using the other's Confidential Information. i g. Use of contractors. Microsoft may use contractors to perform Professional Services but will be responsibla for their pbrfovance subject to the terms of this Amendment. A lnsurancb wbfle perfarming Professional Seivlces on Customer's promises. Mlcrosoft will maintain Indusky-appropriate Insurance coverage at all times when performing Professional Services on Cuustomer's premises under this Amendment via commercial Insurance,self-Insurance, or any other olmllar rlsl<financing alternative, Microsoft will p'rovlde Customer with evidence of cooroge on roquesl. 1, Amendments. Any modilicallon to this Amendment must be executed by both parties,except that Microsoft may change the Product Terris and Use Rights in accordance with the terms of the Agreement. Any addtional or conflicting terms and conditlons contoined In Customer's purchase order are expressly rejected and will not apply, J. No transfer of btvnalshlp. Microsoft does not transfer ownership rights in any Product. The Products are protected by copyright and other Intellectual property rights, laws ohd Inlemallonal lreatlos. ~ AmendmenfApp v4.O 07M•FVn CTC•AGR nf? Pegg a of a