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HomeMy WebLinkAbout25C - AGMT - MICROSOFT SOFTWARE• 11LIM ` . CITY COUNCIL MEETING DATE: JANUARY 17, 2017 TITLE: RENEW AGREEMENT FOR VOLUME LICENSING AND MAINTENANCE FOR MICROSOFT SOFTWARE AND PRODUCTS THROUGH SOFTWAREONE, INC. {STRATEGIC PLAN NO. 7, 2D) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: _ •:• _ rig ❑ As Recommended ❑ As Amended ❑ Ordinance on 15t Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Approve and authorize the City Manager and Clerk of the Council to execute the attached option to renew large account reseller agreement with SoftwareONE, Inc. in an annual amount not to exceed $500,000 for an additional three -year period, beginning February 1, 2017 through January 31, 2020 for the purchase of Microsoft products and services subject to non - substantive changes and approved by the City Manager and City Attorney. Authorize the City Manager and Clerk of the Council to execute the attached Microsoft Enterprise Enrollment Agreement for volume licensing and maintenance. Discussion On December 2, 2013, the City Council approved a three -year agreement with CompuCom Systems, Inc. (Acquired by SoftwareONE) with the option of a three -year renewal. The City licenses a great many products from Microsoft Corporation, which is the largest manufacture of software used by the City. As the City use of computer technology evolves and Microsoft's business model for licensing its products changes, the challenge of ensuring the City complies with current software licensing requirements on all computer devices [PC, laptops, tables, smartphones, etc.] is complex. The risk from the liability of using unlicensed Microsoft products could be monetarily very large. Purchasing a Microsoft enterprise volume license for the entire organization is a cost effective means for managing Microsoft software as a resource. In addition, the enterprise volume license allows the City to obtain software assurance upgrades on many of the purchased products. The City of Santa Ana has used the County of Riverside's Microsoft Enterprise Agreement (MEA) since 2008. This request is for a renewal of the City's MEA. The County of Riverside's master agreement with Microsoft is based on participation of any county, city, and special district in the state. The very large volume of Microsoft products used by these statewide agencies has allowed the County of Riverside to obtain deep discounts for these products which in turn are passed on to agencies participating under this master agreement with Microsoft. 25C -1 Renew Agreement for Microsoft Volume Licensing January 17, 2017 Page 2 Specifically this is a request for the City to participate in the volume licensing and support services agreements for Microsoft Product Licensing and Maintenance as described in the Riverside County Microsoft Enterprise Agreement (MEA), effective November 1, 2016. The City's participation under this agreement will ensure the City the lowest pricing for Microsoft licensing and support services. Acting as Microsoft's reseller for the agreement will be SoftwareONE. The County of Riverside conducted a competitive process among six firms qualified to serve as the "Large Account Reseller" under the County of Riverside / Microsoft agreement. In summary, staff requests Council approval of a three -year enterprise volume licensing agreement and a three -year Select program agreement with Microsoft Licensing, GP, using the terms and conditions set forth by the County of Riverside, California using SoftwareONE as the Large Account Reseller. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #7 — Team Santa Ana, Objective #2 (establish communications plans to engage and inform employees and the community about City Activities), Strategy D (invest in software /resources that will help streamline the flow of information to City staff and the public). FISCAL IMPACT Funds are budgeted and are available in the Information Technology Fund (account no. 10920147 - 62306). Fiscal Year Amount 2016 -17 $385,000 2017 -18 $500,000 2018 -19 $500,000 2019 -20 $115,000 APPROVED AS TO FUNDS AND ACCOUNTS: Jack iulla Francisco Gutierrez Chi Technology and Innovations Officer Executive Director Information Technology Department Finance & Management Services Agency Exhibits: A. County of Riverside Executed Master Service Agreement B. Microsoft Enterprise Enrollment Agreement 25C -2 OPTION TO RENEW LARGE ACCOUNT RESELLER AGREEMENT FOR THE PURCHASE OF MICROSOFT PRODUCTS THIS OPTION TO RENEW the above - referenced agreement is entered into on January 17, 2017 by and between SoftwareONE, Inc. ( "SoftwarcONE ") 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. On December 3, 2013, the City entered into Agreement #A- 2013 -186 with CompuCom Systems, Inc, ( "Agreement "), through which the City elected to purchase various Microsoft licenses and services in volume from CompuCom, a "Large Account Reseller " of Microsoft products. B. The specific terms and conditions of the Microsoft products are governed by Microsoft Enterprise Agreement No, 01 E73970 for State and Local Governments, as amended, presently in effect between Microsoft and the County of Riverside, incorporated by the Agreement for application to the City, and attached as Exhibit A, C. In 2015, SoftwareONE acquired CompuCorn's Microsoft licensing business and succeeded to its operations as a Large Account Reseller of Microsoft products. D. The Term of the Agreement itself was for three years from the City's acceptance of the Microsoft: Enterprise Agreement specified in Recital B, meaning that the City's Microsoft licensing period for its Microsoft products began on February 1, 2014 and remains in effect until January 31, 2017, pursuant to Microsoft Enterprise Enrollment No. 7959281. E. The Agreement provides for an option to renew for an additional three -year period, exercisable by the City Council, acid the City now wishes to exercise that option for a three -year term beginning on February 1, 2017 and ending on January 31, 2020, in order to renew its Microsoft licenses through. SoftwareONE for the same period under the same terms and conditions. F. In furtherance of renewal, and following approval of this option to renew, the City shall execute a new Microsoft Enterprise Enrollment. The Parties therefore agree: 1. Section 2 of the Agreement, Compensation, is amended to include an additional amount not to exceed $500,000 annually for the additional three -year period ending on January 31, 2020. 2. Section 3 of the Agreement, Term, is amended to provide that the Agreement expires on January 31, 2020. 3, All references in the Agreement to "Compucorn Systems, Inc." 01• "CompuCom" are adjusted to "SoftwarcONE". 4. Section 6 of the Agreement, Notice, is amended in part to read: "To SoftwareOne: 20875 Crossroads Circle, Suite 1, Waukesha, WI 53186- 4093 ". 25C -3 S. Following approval of this Option to Renew, the City shall execute Microsoft Enterprise Enrollment No. 67631100 in the form appearing as Exhibit B. 6. Except as modified by this Option to Renew, all terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Option to Renew on the date and year first written above. ATTEST MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO, City Attorney By: C%w /P1V JO!r. FUNK Assistant City Attorney RECOMMENDED FOR APPROVAL Jack Ciulla Chief Technology Innovations Officer 25C -4 CITY OF SANTA ANA DAVID CAVAZOS City Manager SOFTWAREONE Name, Title: 1 i. to 25C -5 Microsoft Licensing, GP Document Summary Form *This is for informational purposes only' I (MSL 3- 0000009076682 MSLI Tracking Number) Subsidiary: Country: y. Do not modify the formatting or spacing of this Form above this text United States Account Manager Name /Alias: SLG 2015 (MBLI Scanning Code) ACCOUNT: County of Riverside Outsourcer Name: Business Agreement Number: Master Agreement Number: OIE73970 Agreement Number: Purchase Order Number: Comments: 15, Last Saved by Quinn Greenly 6118/2016 3;48:01 PM 10/12/2005 Revision 3.9 25C -6 `'' Micro),oit Velum® licensing Enterprise Agreement State and Local Not for Use eMh Microsoft .Bushlesa Agreement or Wrosoh Business and Sor*ac S Agreement This Microsoft Enterprise Agreement (` Agreement") is entered into between the entities identified on the signature form. Effective date. The effective date of this Agreement is the earliest effective date of any Enrollment entered.inlo tmdorthis Agreement or the date Microsoft accepts this Agreement, whichever is earlier:.Any reference in this Agreement or an Enrollment to a "day" means a calendar day, except•references that. specify "business day". This Agreement consists of (1) these Agreement aerrns and conditions, including any amendments and the signature form and all attachments identified therein, (2) the Product Terms applicable to Products licensed under this Agreement, (3)'the Online Services Terms, (4) any Affiliate l nrolhnent entered Into under this.Agreament, and (6) any order submitted under this Agreement: Please note. Documents reforenced'in this Agreement but not attached to the signature form may be found at jttD:lfwwwmlcrgsoft.com /licensinci/contracts and are incorporated in this Agreement by reference, including the Product Terris and Use (Tights. These documents may contaln addltiaital terms and conditions for Products licensed under this Agreement antl may be ohanged from time to time. Qust thler.should review such documents. carefully, Both at the tuna of stgninj and periodically thereafter, and fully understand all terns and c9nditlohs applicable to Products licensed. Terms and Conditions 1. Definitions. "Affiliate" means a. with regard to Customer, (1) any governmenl 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 9s under common supetvislon with Customer; (11) any County, borough, commonwealth., city, mt)nlgipallly, town; township, special purpose district, or olkor similar type of governmental instrarnenlalily established by the laws.of Customer's state and located within Customer's state Jurisdiction and geographic boundaries; and (iii) any other entity in Customer's state expressly authorized by the laws of Customers state to purchase under state contracts; provided that a state and Its Affiliates shall Trot, for purpposes of this definition, be considered to be Affiliates of the federal government and its Affiliates; and b, with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is under common ownership with Microsoft; "Customer means the legal entity that has entered. Into this Agreement with Microsoft; "Customer Date" means all data, including all text, sound, software, image, or video files 'that are provided to Microsoft by, or on behalf of, an Enrolled Affiliate and Its Affiliates through use. of Cnihns Services. "Enrolled Affiliate" means an entity, either Customer or any one of Customer's Affiliates that has entered Into an Enrollment under this Agreement; EA2015Agr(US)8LG(ENG)(Aug2b 15) 25C -7 Page 1 of 11 D000111@nfX4-12056 "Enrollment" means the document that an Enrollee! Affiliate submits under this Agreement to place its initial order; "Enterprise" means an Enrolled Affiliate and the Affiliates for which it is responsible and chooses on its Enrollment, to includs In its enterprise; "Fixes" means Product fixes, modifioalions or orthancemtints,, or their derivatives, that Microsoft either releases generally (such as Product service packs) or provides to Customer to address a specific issue, "License" means the right to download; install, access and use a Product. For certain Products, a license may be available on a fixed term or subscription basis ( "Subscription License "), Licenses for On)Ine Ssrvicos will be considered Subscription Licenses; "Microsoft" means the Mlcrosoft Affiliate that has entered into this Agreement or'ari Frtroilmea slid its Affiliates, as appropriate; "Online Services" means the M€erosofl- hosted services identified as Online Services In the Product Terms. "Online Services. Terms" means the additional terms that apply to Customer's use of Online Services publishes{ on the Volume Licensing Site and updated from time to time. "Product" means all products identified in the Product T,erms,,such as all Software, Online Services and other web -based services, Including pre - release or bole Versions. "Product Terms" rneans the document that provides Information about Microsoft Products and Professional Services available through volume licensing. The Product Terms document (s published on Ilia Volume, Licensing Site and is updated from time to time. "SLk means Service Level Agreement, which specifies the minimum service level for Online Services and fs published on Volume Licensing Site. "Software means licensed copies of Microsoft: software identified on the .Product Terms, software does not Include Online Services, but Software.may be part of an Online Service; "Software Assurance" is an offering by Microsoft that provides new version rights and other benefits for Products d's further described In the Product Terms. °Trade secret" means Information that i6 not generally known or readily asceriolae2te' to the public, has economic value as a result, and ties been subject to reasonable steps under the ciroumstances:to maintain its secrecy; °use" or "run" means to copy, install, arse, access, display, run or otherwise interact. "Use Rights" means ilia use rights or terms of service for each Product published on the Volume Licensing Site and updated front ' time to time. The Use Rights supersede the terms -of any end user license agreement that accompanies a Product, The Use Rights for Software are °published by Microsoft in the Product Terms, The Use Rights for O'nfine Services are published In Online Services Terms. "Volume Licensing Site" means hu Wwww.miorosoft,c ot7r /lk ensincl /c, 1 reel or a successor. site. 2, Now ffte Enterprise program works. a. General. The Enterprise program consists of the terms and conditions on which an Enrolled Affiliate may accluirs Product Licenses. Under the Enterprise program, Custdmer and its Affiliates moy order Licenses for Products by entering into Enrollment's. b. Enrollments. The Enterprise program gives Customer and/or its Affiliates tide ability to. enter into one or more Enrollments to order Products, Subscription Enrollments may be available for some of these Enrollments. Notwithstanding any other provision of this Agreement, only Enrolled Affiliates identified in an Enrollment, will be responsible for complying with the terms of .that Enrollment; Including the tennis of this Agreement Incorporated by reference in that Enrollment FA2016Agr(U8)SLG(ENG)(Aug201 &) 25C -8 PAle:2 of 11 Docupient X20r12956 c. Licenses, The types of Licenses available are (1) Licenses obtained under Software Assurance (L &SA), and (2) Subscription Licenses. These License types, 'as weli;as additional License Types, are further described in the Product List. 3. Licenses for Products. a. License Grant Microsoft. grants the Enterprise a non-exclusive, worldwide and.limited right to download, Install and use software Products, and to access and use the Online Services, each In the quantity ordered under an Enrollment, The rights granted are subject to the terms of this Agreement, the Use Rights and the Product Terms. Microsoft reserves all rights not expressly granted in this Agreement. b, Duration of Licenses, Subscription Licenses and most Software Assurance rights are temporary and expire when the applicable Enrollment is terminated or expires, unless the Enrolled Affiliate exercises a' buy -put 'option, which is avallable for some; ,Subsc,rhati,on Licenses. Except as otherwise noted in the applicable Enrollment or Use nights,,all other Licenses become perpetual only when all payments for that License have been mane and the initia) Enrollno.ot term list expired, c. Applicable Use Rights, O Products (other than Online Services), The Use Rights in effect on the affective- date of the Enrollment will apply to Enterprise's use of the version of each Product that is current at the time. For'futareyersions and new Products, the Use Rights In effaotwheh those versions and Products are first released Will apply. Changes Mlcrosoft,mokes to the Use Rights for a particular version will not apply unless ilia Enrolled Affiliate :ClPCospe to have those changes apply. The Use Rights. applicable to perpetual Licenses that were acquired tinder a previous agreement or Enrollment are determined by the Agreement or Enrollmont tinder which they were acquired. Renewal of Software Assurance does, not change which Use Rights apply to those Licenses. (11) Online Services. For Online Services, the Use Rights in effect on the subscription start date will apply for the subscription term as defined In the Product Terns, d, Downgrade rights. Enrolled Affiliate may use an earlier version of a Product other than Online Services than the version that is current on the effective date of the Enrollment. In that case, the Use Rights for the current version apply to the use of the earlier version. Rine earlier Product version Includos features that are not in ilia new version, then the Use Rights applicable. to the earlier version apply with respect to those features,. e, New Version Rights under Software Assurance, Enrolled Affiliate: mush order and m.alnlain oonlinuotts Software;Assuranbe coverage for each License: ordered. With Software Assurance coverage, Enterprise - 0tcmatieally has the right to Use a new version of a licensed Product as soon as It Is released; .even if Enrolled Affiliate chooses not to useahe lew version Immediately. (t) Except as otherwise permitted under an Enrollment, use of the flaw version will be subject to the new version's Use Rights, (ii) if the License for the earlier version of the Product is perpetual at the time the new version is released, the License for the now version will also be perpetual. Perpetual Licenses obtained through Software Assurance replace any perpetual Licenses for (he earlier version: f: License confirmation. This Agreement; the applicable Enrollgtept; Enrolled Affiliate's order confirmation, and any doeurnehtatlon evidencing "transfers of perpetual Licenses, together with proof of payment, will be Enrolled Affiliate's evidence of all Licenses obtained tinder an Enrollment. F,A2015Agr(US)8LG (EN G)(Aug20I 5) 25C -9 Page 3 of 11 Document X20,1205e g, Reorganizations, consolidations and pevatizafions. If the number of Licenses severed by an Enrollment changes by more than ten percent as a result of (1) a r ,organizatlon, consolidation or privatization of an entity or an operating division, (2) •a privatization of an Affiliate or an .operating division of Enrolled Affiliate or any of its Affiliates, or (3) a consolidation including s merger with a third patty that has sn existing agreement or Enrollment, Microsoft will work with Enrolled. Affiliate in good faith to determine how to accommodate Its changed'eircumstanoes in the context of this Agreement. 4, Making copies of Products and re- lrnacging rights.. a, General. Enrolled Affiliate may make as many copies of Products,. asA needs to distribute them within the Enterprise, Copies must be true and complete (including copyright �Ohd trademark notices) from master copies obtained from a Microsoft approved fulfil meiifQikirge; Enrolled Affiliate may use a third party to. make these copies, but Enrolled Affdtata ?agt S. will be responsible for any third party's actions. Enrolled .Al l ., agrees to make rsasatfabte efforts to notify its employees, agents, and any other Individuals who use the Products that the Products are licensed from Microsoft and sub)oct to the forms of this Agreement. b, Copies for traininglevaluaflon and back-up, For all Products other than Online Services, EnrollIact Affiliate may; (1) use up to 20 complimentary copies of any Acensed .Product In a dedicated training facility on Its premises for purposes of training on that particular Product, (2) Liao up to 10 complimentary copies of any Products for a.60 day evaluation period, and (3) use one complimentary copy of any licensed Product for back -up or.arehival purposes for each of its dlstinci :gepgrapnic locations, Trials for Online Services may be available if specified hr (lid Use Rights. c. Right to re.iprage. In certain cases, re- imagingg Is permitted using 1110 Produi;t media, if the Microsoft Product is licensed (1) from all original equipment mantfachtrer (OEM), (2) as a full packaged Product through a retell source, or (3) under another Microsoft program, then media provided under this Agreement may generally be used to create Images for use in place of copies provided through that separate. source. This right is conditfonal upon the following: (1) Separate Licenses must be acquired from the separatesourci for each Product that is re- imaged. (ii) 'fife ProcTal language, version, and components of;'tlie coples trade must be identical to the Product, langctags,'Werslort, and all components of the copies they, replace and the number of copies or in'stanoee of there= imaged Product permitted remains the same. (ill) Except for copies of an operating system and copies or Products licensed un'dererrottier Microsoft program, the Product type (e.g., Upgrade or full License) re4trnaged must be identical to the Product type licensed from the separate source. (Iv) Enrolled Affiliate must adhere to any Product- speciftc processes or requirements for re- imaging identified In the Product Terms, Re-imaged Products remain subject to the terms and use rights of the License acquired from the separate source. This subsection does not .create or extend any Microsoft warranty or support obligation. 5, Transt'r3ning and reassigning Licenses. a. .Licenso transfers, Enrolled Affiliate may transfer only fully- paid,parpeh.tal Licenses to: (t) an Affiliate or EA2016Agr(0S)SV3(ENG)(AUg2e16) Palle --0 6f 11 Document X20,1 2056 25C -10 fit) an unaffiliated third party in connection with (A) a privatization of an Affiliate or agency or of an operating division of Enrolled Affiliate or an Affiliate, (8) a reorganization, or (C) a consolidation. Upon such transfer, Enrolled Affiliate must uninsfall and discontinue using the licensed Product and render any copies unusable, b. Notification of License `transfer, Enrolled Affiliate must notify Microsoft of a License transfer by completing a license transfer form, which can be obtained from Iiltp.N www. in icrosoft .camllicensinalcontracts and sending the completed form to Ucr.o.soft before the License transfer, No License transfer will be valid unless Enrolled Affiliate provides to the ,transferee, and the transferee accepts In writing 'docourldnts suoid nt. fo enablethe transferee to ascertain the scope, purpose and lin ttaucns ref (tie rights graptecl by Microsoft tinder the Ilaensas being, transferred (tnciuding, without limitation, the applicable Use Rigs ts,.use and transfer restrictions, warranties: and limitations of liability, Any License transfer nottmade in compliance with, this section will.be void: c. Internal Assigmnent of Licenses and Software Assurance. Licenses and. Software Assurance must be assigned to a single user or device .within the Enterprise. Licenses and Software Assurance may be reassigned within the Enterprise as described in'tile Use Fights, 6, Term and termination. a. Term. The term ofthle A{treeuleint will : be, 36 full. calendar Months from the Effective dale unless terminated by dither party as described below. Each Enpollmeni will have the term provided in iha( Enrollment b. Termination without cause. Either party may terminate this Agreement, without cause, upon 60 clays written notice, In tine event of termination, new EitCollmorils will trot be accepted, but any existing Enrollment will continue for the term of ;subb Enrollment and will continue to be governed by this Agreement. c, Mid-term termination for nomapproprlation 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 cause. Without, limifing any Other remedies it may have, either party may terminate an Enrollment if the other party Materially breaches Its obligations Under this Agreement, including any obligation to submit orders or pay invoices. Except Where. the breach Is by its nature notctuabie within 30 days, the terminating party must give the other party 30 days' notice of its intent to terminate and an opportunity to cure the breech, If Microsoft gives such notice to an Enrolled!Affilicl e, Mfcresoft.also will give Customer a copy of that notice and Customer agrees to help resolve the breach. If the breach affects other Enrollments and cannot be resolved between Microsoft and Enrolled Affiliate, together will) Customer's help, within a reasonable period oftima, Microsoft may terminate this Agreement and all Enrollments under it, If an Enrolled Affiliate ceases to be Customer's Affiliate, it must promptly notify Microsoft, and Microsoft may terminate the former Affiliate's Enrollment, If an Enrolled. Affiliate terminates its Enrolimentasa result. of a breach by Microsoft, or if Microsoft terminates an Enrollment because Enrofled.Afftltate ceases to be Customer's Afftttate, then Enrolled Affiliate will have the early_ termination rights described in the Enrollment, o. Early termination, If (1) air Enrolled Affiliate terminates Its Enrollmontt as -a result of a breach by Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrollee! Affiliate has ceased to be an Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enrollment for non-appropriation of funds, or (4) Microsoft terrnlnates on Enrollment for non - paymont due to non - appropriation of funds, than the Enrolled Affiliate will have the following options: EA2015ASqu8)- 8t.¢(Etao)(nutt2'nt5) 25C -11 pqa 8 O 11 Document.. X20.12056 (1) It may Immediately pay the total remaining amount duo, including all installments, in whfoh case, the Enrolled Affiliate will have perpetual rights for all Licenses it ties ordered; or (ip It may pay only amounts due as of the termination (late, in which case, the Enrolled Affiliate will have perpetual Licenses for 1) all copies of Products (including the latest version of Products ordered under SA coverage In the current term) for which payment has been made in full, and 2) the number of copies of Products It. has ordered (Including the latest version of Products ordered under Software Assurance coverage in current term) that is proportional to the total of installment payments paid versus total amounlstfus (paid and payable) ff:the early termfnaflon had not occurred, (ill) In the case of Early'i "erhjInatfoh under Subscription Enrollments, Enrolled Affiliate will have tiio.foilowing options: 1) For eligible products Enrolled Affiliate may obtaih perpetual Licenses as described in the section titled "Buy-out option," provided that Microsoft.recafves.the buy -out order for those Licenses within $0 days after Enrolled Affiliate provides notice of termination. 2) Where net exercising. buy -out option, in tile. event of breach by Microsoft, Microsoft Will Issue,F2osoller a credit for any amount paid in advance that would apply after the data Of termination. Nothing in this section shall affect perpetual License rights 4cquired either in a separate agreement or in a prior of the termnated Enrollment. f. Effect of termination or expiration. When an Emolument expires or is terminated, (i) Enrolled Affiliate must order Licenses for all copies of Products khan itm for IhIfth it ties not previously. s'ubmilted,an order. Any and all unpaid payments or any order of any hind, including sugsorlption services, remain due and payable. Except as provided in.'N e subsection titled "Early torrrdirstion." all unpaid payments for Licenses .immediately' become due and payable. (11) Enrolled Affiliates right to Software Assurance benefits. under this Agreement ends if It does not renew Software Assurance. g. Modification or ternilnatfon . f an Onfihe Service for regulatory reasons. Microsoftmay modify or terminate an Online Service where there is any current or future goyerrlment requirement or obligation lilac (1) subjects Microsoft to any regulation.or requirement not generally applicable to businesses operating there; (�) presents a hardship for Microsoft to continue operating the Online Service Without: modification; and /or (3) causes Microsoft to believe these terms or the Online Service may conflict with any such requirement or obligatian. h. Program updates. Microsoft may make changes to this program that will maf(e it necessary for customer and its Enrolled Affiliates to enter into new agreements and Enrollments at the time of an Enrollment renewal. 7, Use, ownership, rights, and restrictions. a. Products. Unless otherwise specified In a- supplemental agreement, use of any Product Is governed by the Use Rights specific fo each Product and version and by the, terms of the applicable supplemental agreement, b. Fixes. Each Fix Is licensed under the same termsr as the Product to which it apPlies. If a Fix Is not provided for a specific Product, any use torms Microsoft provides with the Fixrwill apply: FA2016Apr(US)SLG(6 NG)(Aug2p1 G) 25C -12 raped of 11 D'oetlwent X20 - 1.2056 c, Non- Microsoft software and technology; Enrolled Afiliate is solely responsible for any non - Microsoft software of technology that It installs or uses with the Piotltfcis or Fixes, d. Restrictions, Enrolled Affiliate must not (and must not attempt to) (1) reverse engineer; decompils, or disassemble any Product or Fix, (2) install or use non4lcrosofl software or technology in any way that would subject Microsoft's inteilecutal property or technology to obligations beyond those included in this agreement, or (3) work around any technical limitations in the Products or restrictions in Product documentation. Except as expressly permitted in this agreement, Customer must not (1) separate and run pads of a Product on more than one device, upgrade or downgrade pans of a Product at different limes, or transfer parts of a Product separately; or ('it) distribute, sublicense, rent, lease, lend, or use any Product or Fix to offer hosting services to a third party, o. No transfer of ownership; reservation of eights. Products and Fixes are 'protected by copyright and other Intellectual property rights laws and international ifeaties, Microsoft (1) does not transfer any ownership rights in any Products or Fixes end (2) reserves all rights not expressly granted lri this Agreement. 11. Confidentiality, "Confidential Infonhaijon" is non - public information that is designated "confideptiat' or that a reasonable person should understand is- confidarigat, including Customer Data, Confidential Information does not include information that (a) becomes publicly available - without a breach of this agreement, (b) the receiving party received tawfully'from another source without a confideritlatily obligation, (c) is Indepanctontly eleveloj)ed,,or (d) is a euimrnertl or suggestion volunteered about the other party's business, products or.serVlces. Each patty will take reasonable steps to protect the other's Confidential information and will use the other party's Confidential Information only for purposes of the parties' business relationshijc- Neither partywill disclose that Confidential Information to third parties, except to its employees, Affiliates, Gontfaotots; advisors and consultants ( "Representatives ") and then only on a need- to -knoW basis tinder nondisclosure obligations at least as protective as this agreement. Each party remains responsible forte use-,61' the Confidential information by its Representatives and, in the event of discovery of ony'unauthorized. use or disclosure, must promptly notify the other party. A party may disclose the other's Confidential Information if required by, law; but only after it notifies the other party (if legally permissible) to enable. the outer party to seek a protective order. Neither party Is required to restrict Work assignments of its Representatives who have had access to Confidential Information. Each party agrees that the use of Information retained in Ropresentalhtos' unaided memories in the development or cloploynent of the pa..rties' respective products orservides does not create liability under this agreement or trade secret late, and each party agrees to limit what it discloses to the otheraccordingly. These obligations apply (i) for CustomerOata until it Is deleted from-the Online Services, and (it) for all other Confidential Information, for a period of five years after the Confidential Information is received. 9, Privacy and Complia..ft.c. e and Laws, a; Enrolled Affiliate consents to the processing of personal informationby.Midrosoft and Its agents to facilitate the subject matter of this Agreement. Enrolled Aft lisle will obtain all required consents from jhird parties under applicable privacy and data: protection law before providing personal information to Microsoft. b, Personal information collected urider this agreement (1) may be transferred, stored and processed in`tile United States or any other country in which Microsoft or Its contraGiQrS maintain Willies and (11) Will be subject to the privacy terms specified in the Use Rights, Microsoft abides by the EU Safe Harbor and the Swiss Safe Harbor frameworks as set fo th EA2016Ar(US)SLG(EN G)(Aug 2015) 25C -13 Pa0o -% of 11 DoamiantX20.120W by the U.S. Department of Commerce regarding the collection, rise, and retention of data from the European Union, the European Economic Area, and Switzerland, e, U.S, export jgYisdigtlgn. Products and Fixes are subieot to U.S. export jtaisdiclipn. Emoile(i Affiliate must comply with all applicable international and national laws, inciudfng -the U.S; Export Administration Regulations and International Traffic in Anne Regulations, and end -user, end use and destination restrictions Issued by U,S. and other governments related to Microsoft products, services and technologies.. 10. Warranties. A. l.inhitedwarranties and remedies, (I) Software. Microsoft warrants that each version of the Software Will perform ;substantially as described In the applicable Product documentation for one year frohi ilioAate a1Ye Enterprise is first licensed for that version, If it does not and th'e Cnierprlse, no(ifles Microsoft within the warranty term, then Microsoft will, at its option (1) return the price Enrolled Affiliate paid for the Software license, or (2) repair or repiaoedhe Software. (11) Online Services. Microsoft warrants that "oil Online SeiVico Will perform in accordance with the applicable SLA during the Enlorprlae'a use. The Enterprise's remedies for breach of this warranty are In the SLA. The remedies above are the Enterprise's sole. remedies for breaoh of the warranties in tills section. Customer waives any breach of warranty claims not made during fhe warranty period. b, Exclusions. The warranties in [his agreement do not cover problems caused by acclaent, abuse, or use In a manner 'Inconsistent with this Agreement, Including fallute to meet minimum system faijuirom'ants. These warranties do not apply to free, trial, .pre- release„ or bola Producs, or to components of. Products that En011ejd Affiliate is parrrlffted to redistribute. c, DISCLAIMER. Microsoft provides no other warrantles or -Conditions and disclaims. any other express, implied, or statutory warranties, including warranties of quality, title, non - infringement, morchantabllity, and fitness for particular purpose, 99. Defense of third party claims. A, By Mloroegf(, .Microsoft will .defend Enrolled Affiliate- against Any olalfns rpa'de by:aln unaffiliated third patsy ('t) that any Peoduot or Fix infringes Its patent;. copyright, or hadomork or makes unlawful use of its Trade Secret; or (2) that arisas:from Mfarosoft's provision of an Online Service in violation of laws applicable to all online sarvlcas providers. Microsoft will pay the Amount of any resulting adverse final judgment or approved settlement, This does not apply to claims based on (1) Customer Data; (ii) non- Miorosof'software; (Ili) modifications to a Product or Fix Enrolled Affiliate makes or any specifications or materials Enrolled Affiliate provides; (Iv) Enrolled Affiliate's combination of the Product or Fix with (or damages based on the value of) a non-Microsoft product, data, or business process; (v) EnrolledAffilialOS use of a Microsoft trademark without express, written consent, or the use or redistribution of a Product or Fix In violation of this Agreement; (vi) Enrolled Affiliate's continued (Ise of a Product or Fix after tieing notified to stop dire to a third party claim; or (vii) Products or Fixes provided free ofchargo, b. By Enrojlod Affiliato. Enrolled Affiliata will defend Microsoft agalnstahy claims made by an unafflliaia(i third party that: (1) any Customer Data or non-Microsoft software Microsoft hosts on Enrolled Affiliate's behalf infringes the third party's patent, copyright, or trademark or makes unlawful use of Its Trade Secret; or FA2015Agr(US)SLG(ENG)(Aug20r5) 25C -14 Page aof 11 Document X20,1'..666 (11) arises from use of an Online Service in violation of applicable laws and regulations; a violation of the legal rights cif others' or unauthorized access. to or disruption of :ally service, data, account, or network in connection with the use of the Online Services: Enrolled Affiliate will pay the amount of any adverse (trial Judgment or approved 'settlement resulting from a claim covered by this section tilled "By Enrolled Affiliate!' c. Rights and remedies in case of possible Infringement or misappropriation. If Microsoft reasonably believes that a claim under this section may result in a legal bar prohibiting Enrolled Affiliate's use of the Product or Fix, Microsoft will seek to obtain the right for Enroltad Affiliate to keep using it or modify or replace it with a functional edtiivalent, in which case Enrolled) Affiliate must discontinue use of the prior version. tmmedia0y. If these options are net cotnmeirolally reasonable, Microsoft may terminate Enrolled Affilat'e's right to the Product or Fix and refund any amounts Enrolled Affiliate ties paid for those.righfs to Software or Fixes and, for Online Servicoe; any amount.paid for a usage period after the termination date. d: Other tarrns: The party being defended under this section 11 must notify tile other party promptly of any claim subject to the subsection fitted "By Microsoft," give the other party sole control over the defense or settlement, and provide reasonable asslstance in defending the claim. The party providing the protection will reimburse the other party for reasonable out of pocket expenses that It incurs in providing assistance. Any settlement must be approved in writing by the defending party. The remedies provided in this section 11 are the exclusive remedies for the claims described in tills' section. 11 Limirtation ofHability, For each Product, each party's maximum, aggregate liability to the other under this Agreement is limited to direct damages finallyawarded in an amount not to exceed the amounts Enrolled Affiliate was required to pay for the applicable Products during like tune of this Agreement, subject to the following: a. Online Services. For Online Services, Microsoft's maximum, liability to Enrolled Afffllate for any incident giving rise to a claim will not exceed the amount Enrolled Affiliate paid for the Online Service during the 12 months before the Incident. b. Froo Products and Distributable Code, For Products provided free of charge and code that Enrolled Affiliate is authorized to redistribute to third parties without separate payment to Microsoft, Microsoft's liability is limited to d rect damages finally awarded up to US$5,000, c, Exclusions. In no event will either party he tlabte for Indirect, incidental, special, punitive_, or consequential damages, including loss of use, loss of profits, or interruption of business, however caused or on any theory of liability. cf. Exceptions. No (imitation or exclusions will apply to liability arising out of either party's (1) confidentiality obligations (except for all liability related to Customer Dale, which will remain Subjectto the limitations and exclusions above); (2) defense obligations; or (3) violation of'the other party's fmailectual'property rights, 93, Verifying compliance. a. Right to verify compliance. Enrolled Affiliate must keep accurate and complete records relating to all use and distribution, of Products by Enrolled Affiliate and its Affiliates. Microsoft has the right, at its expense, to the extent permi(ted,by applicable law, to verify Enrolled Affiliate and its Affiliates' compliance with the Product'stieehse terms for the Products. b. Verification process and limitations Microsoft will provide Enrolled Affiliate at least 30 days' police of its intent to verify compliance. Verification will take place during normal business hours and in a reatmer that does not interfere unreasonably will) Enrolled Affiliate's operations. Microsoft will engage an independent auditor, which will be subject to a confidentiality obligation. Enrolled Affiliate must . promptly provide the independent auditor aA2015Agr(US)SLO(ENC)(Au02015) 25C -15 Pace 9 of t h DawmentX20.12066 with any information the auditor reasonably requests in furtherance of the verification, Including access to systems running the Products and evidence of Licenses for Products Fnrolled Affiliate Bests, sobltoonses, or distributes to third parties. Enrolled Affiliate agrees to complete Microsoft's self -audit process, which Microsoft may require as an alternative to a third party audit. Any Information cdlreotpd rn (lie -.011-audit will be used solely for purpose's of determining compliance. c, Remedies for non - compliance, If verification or self -audit reveals any unlicensed use or dalrioutibn, then within 90 days, (1) Enrolled Affiliate must order sufficient licenses to cover that ugo or distribution, and (2) It unlicensed use or distribution is 6% or more, Enrolled Affiliate must reimburse Microsoft for the cost Microsoft has incurred in verification and acquire the necessary additional licenses at 125 %0 of the price based on the; tfjeri•cuirrent prtce list and Enrolled Affiliate price level. The rrnilconsecl tlse percentage is based on the total number of Ilceneae purchased compared to actual install base, if thefe k no, unlicensed use, Microsoft will not subject Enrolled Affiliate to Another verification O. At.faaal one year. By exercising the rights and procedures described above, Microsoft does not waive Its rights to enforce this Agreement or to protect Its intellectual property by any other means pormitted by law. 14, Miscellaneous. Notices. Notices to Microsoft mast be sent to the Microsoft address on the ,signature form with a copy sent to the address below. Notices roust be in writing and will be treated as delivered on the slate shown on the return receipt or on the courier or fax confirmation of delivery. Microsoft may provide information to Enrolled Affiliate about upcoming ordering deadlines, services, and subscription information in electronic. form, Including by emalt to contacts provided by Enrolled Affiliate. Emails will,be Ireatedas delivered..on the transmission date. Microsoft Corporation Legal and Corporate Affairs Volume Licensing Group Cho Microsoft Way Redmond, WA 00052 USA h. Assigntn'ont. Either party, mayassign this Agreement to on Affiliate, but mustnotifythe other party in writing of the assignment. Any other proposed assignment must be. approved by. the other party in writing. ,Assignment will not relieve the assigning party of Its obligations under the assigned agreement. Any attempted assignment without required approval Will be void. c. Severablfity, If any provision in this agreement is found unenforceable, the balance of the agreement will remain in full force and affect. d. Use of contractors. Microsoft rnay use contractors to perform services, but will be responsible for their performance subject to the terms of this Agreement. e, Wnlver. Failure to enforce any.provision of this agreement will not constitute a waiver. Any waiver must ba in writing and signed by the waiving party. I. Applicable taw; dispute resolution, The terms of this Agreement will be governed by the laws of Customers state, withoutgiving effect to its conflict of laws, Disputes relating to this Agreement will be subject to applicable dispute resolution laws of Customer's slate, EA2013At1r(V$)SLG(ENG)(Ang 20 15) 25C -16 Pe e: torrf 11 pttcument X*17056 g. This Agreement is not exclusive, Customer and its Affiliates are free to enter into agreements to license, use or promote non - Microsoft proclucts. h. Management and Repelling, Customer and/or Enrolled Affiliate may manage account details (e.g., contacts, orders, Licenses, software downloads.) on. Microsoft's Volume Licensing Service Center (VI-80") web site (or successor sfte) at: httoSalwvAV ir> icinsoft .eor0 /ficensinq/_ervicecenter. Upon the effective date of this Agreement and any Enrollments, the contact(s) identified for this purpose will be provided access to this site and may authorize additional users and contacts. f. Order of precedence. In the case of a conflict between any documents in this Agreement that is not expressly resolved in those documents, their terms will control in the following order from highestto lowest priority: (f) this Enterprise Agreement, (2) any Enrollment, (3) the Product Terms, (4) the Online Services Terms, (6) orders submitted under this Agreement, and (G) any other documents in this Agreement. Terms in an amendmem control over the arnanded document and any prior amendments eoncarningihe same subject matter. J. Survival. All provisions survive termination or expiration of this Agreement except those requiring performance only during the term of the agreem'ent.. It. Free Products. It is Microsoft's intent that the terms of this Agreement and the: Use Rights be In compliance with all applicable federal low end regulations, Any free Product provided to Enrolled Affiliate Is for the sole use and benefit of the Enrolled Affiliate; apd,fe not: provided for use by or personal benefit of any specific government employee, I, Amendments, Any ontendinenl to this Agreement must be executed by both parties, except that Microsoft may change the .Product Terms and the Use Rights from time to time In accordance with the terms of this Agreement. Any conflicting terms and conditions contained in an Enrolled Afflllale's purchase order will not apply. Microsoft may require Customer 'to' sign a new agreement or an amendment before an Enrolled AtIfilfateanters into an Enrollment tinder this' agreement. m, Voluntary Product Accessibility Tomplates, Microsoft supports the government's obligation to provide accessible technologies to its citizens with disabilities as required.by Section 508 of the Rehabilitation Act of 11973, and Its state law counterparts. The Voluntary Product Accessibility Templates ( "VPATs ") for the Microsoft tbdhhologt'es used in providing the online services can be found at Microsoft's VPAT page. Further Information regarding Microsoft's commitment to accessibility can be found at hftp:Uwww.microsoft.com /enable. n. Natural disaster. Ill the event of a "natural disaster," Microsoft may provide additional assistance orrfghts by posting them on http://www,micro8oft.coni at such time, o, Copyright violation, Except as set forth In the section - above entitled "Transferring and, resssigning Licenses ", the Enrolled Affiliate agrees to pay for, aril comply with fhe t3tr 7$- of this Agroement and the Use Rights, for the Products 1l uses, Except to the extent Enrolled Affiliate is licensed under this Agreement, it Will be responsible for its breach of this Contract and violation of Mlcrosoft's copyright in the Products, Including payment of License fees specified in this Agreement for unlicensed: use. p. Calendar clays. Any reference in this Agreement or an Enrollment to a "day" means a calendar (lay, except references that speoffy "business day'. E'A20 f6Ar(US)SLG(ENO)(Aua 2e 76) 25C -17 Pap'o'f I oft t Document X2012060 Microsoft I Volume Licensing Supplemental Contact Information Form State and Local This, form can be used in cornbinatlon with Agreement and Enroihnpnt/Regl0tation. Howevpr;;a separate form must be submitted for each EnroilinenVRegistration, When mpre than, one is submitted on a signature form, For the purposes of this form, "Entity' can mean the signing Entily, Customer, Enrolled Affiliate, Government Partner, Institution, or other party entering inIci or volume 01 0,nsing program agreement. Primary and Notices contacts in this form will not apply to Enrollments or Registrations. This 'forn applies to, 0 Agreement El EnrollmentiAffiliato Registration Form Insert primary entity name.if more than one Enrollment /Registration Form is submitted Contact information, East, 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; if the Unity chooses to designate other nte contact types, the &a reynlred fields must he completed for each section. By providing contact Infonriation, entity oonsonts to its use for purposes of administering the Enrollment by Microsoft "end other parties that help Microsoft administer this Enrollment. The personal information provided in eorineollon with this agreement, Will be used and protected according to the prvacy statement .available at j»�s/ /licehsinn.microso .c m. 1. Adclitlonal notices contact. This contact receives all notices that are sent from Mlcrosoft. Na online access is granted to this individual. Name of Entity" County of Riverside Contact name *: First Melissa Last Etter Contact emaU* mellssa,etter@rivcoil.org street address* 3, 4501Ath;Street City' Riverside. State* CA Postal code* 92601.3862 Country, us Phone" 951 -965 -7731 Fax This contact is a third party (not the Entity). Warning: This contact receives personally identifiable information of the Entity. 2. Software Assurance manager. Tills contact will receive online permissions to manage the Software Assurance benefits under the Enrollment or Registration. Name of Entity* Contact namo*s First Last Contact small, Street address* City* State* Postal code' Country* Phone* Fax SupOontatlln (OFoan(U9)5LG(6NG)(0012010) Page -1 of 3 25C -18 ❑ This contact is a third party (not the Entity). Warning: This contact receives personally identifiable Information of the Entity.. 3. Subscriptions manager. This contact will assign MSUN, Expression, and TechNet Plus subscription licenses to the individual subscribers under this Enrollment or Registration. Assignment of the subscription licenses Is necessary for access to any of the online benefits, such as subSedplion downloads. This contact will also manage any complimentary or additional media purchases related to these subscriptions. Name of Entity" Contact name": First Last Contact email* Street,ircidress* City* State* Postal code* Country* Phone* Pax ❑ This contact is a third party (not, the Entity). Information of the Entity. 4, Online Services manager. Warning: This contact recelves.personaily identifiable This contact will be provided online permissions to manage the Online Services ordored under the Enrollment or Registration. Name of Entity County of Riverside Contact name': First Jenifer Last Rutherford Contact small* jenifer .nitirerfor(f@rivcoil.org Street address* 345014th Street City* Riverside State' CA Postal code' 92501 -3862 Country* UA Phone "951 - 955.77$6 Pax 71 This contact is a third party (not the Entity), Warning: This contact receives personally identifiable information of the Entity. 5, Customer Support Manager (CSM), This person is designated as. the Customer Support Manager (CSM) for supporl-related activities, Name of Entity* contact name *: First Last Contact emait' Street address* City* State` Postal code' Country* Phone* Fax ❑ This contact is a third party (not the Entity). information of the Entity. G. Primary coh..tact information: Werning: This contact receives personally identifiable An individual from inside the organization must serve as the primary contact. This contact receives online administrator permissions and may grant online access to others. This contact also receives all notices unless Microsoft is provided written notice of a change. Name of Entity* County of Riverside Contact name *: First Jim Last Smith SUpCOnlacllnroForib(US) SLG(ENG)(Ocl2o1Q) Pane 2 of 25C -19 Contaot.etnaV jitnsmilfh @rivcolt.org 5treetaddrese 345014th Street city-Riverside State* CA Postal code* 9260`1-U62 Country *: US Phono *951 -956 -1000 Fax 7. Notices contact and online administrator information; This individual receives online adrninishator permissions and may grant online access to others. This contact also receives all notices. El Same as primary contact Name of Entity' County of Riverside Contactharne': FiretJigniter Last.Rutherford C9n(abt email*'. jenlfer .rlitlierford @rivGoit.c[g Street Address' 8466 14th Street Clfy* Riverside State' CA Postal code* 92501 -3602 Country', US nhono' 951. 956 -7785 Fax © This contact Is a third party (not the Entity). Warning; This contact receives personally Identifiable Information of the Entity. SunConlact infoFofni(U$)SLG(ENG)(Oct2010) 25C -20 Pogo 3 of 3 Microsoft Licensing, GP Document Summary Form * This Is for informational purposes only * MS 33-0000009076682 (MSLLI Tracking Number) Doe Type Amendments Subsidiary: Country: LAR/LAD /ESA: Program/Version SLG 2015 Do not modify the formatting or spacing of this Form above this text United States ACCOUNT: County of Riverside Outsourcer Name: Business Agreement Number: Master Agreement Number: 011273970 Agreement Number: Purchase Order Number: Comments: Last Saved by Quinn Greenly Revision 3.0 8118/2018 3:48:02 PM 25C -21 Account Manager Name / Alias_ (MSLI Scanning Coda) 1 0/12120 05 �`�� iVlic�r•ca�s'�i Amendment to Contract Documents Enterprise Agreement Amendment Ifs CTM CAMSTR- 05'1118 Volume Licensing This Enterprise Agreement Amendment ("Amendmopr j is entered into trplvrean they entities and as of the effective date identified in Ilia Signature Form. The terms and Conditions in this Abiendrnpni . supersede any conflicting terms and conditions in the Agreement and Enrollniont, The Agreementas hereby amended by adding the following: 1. Effective Date, The Effective Dale of the Agreement Is November 1, 2010. 2. Pricing. 'rhe fotiowino is added to Section 2, entitled °How the Enterprise Program works," of the Enterprise Agreement; d, Pricing. (1) Establishing Price Levels. Price Level that Mlorosotl will charge Enrolled A/Nfieto's resellor will be Level D lot, Mum.. mole +redhseivibos ordered under oriy EproAinont. Enrolled Affiliate's Price Level mill be Level D minus 7.51 for oil initial or <lom and subsopuont orders (e.g. Truo -ups, - Stipploolontal Orders, Ann .u.el ZJrdom) of all other Products ordered under any Enrollment. (if) Placing Drdbrs through Rosoltec Orders under an Enrollment will be made to Enrbifed 'Affiliates Resolfer. Mtdrosofk will Involve the Read* abcordldq, to tho torms,ln the applicable Enrollment Thioughovl'thls Agrawnsint the term "pace" refers to reference price. The Rsseller orld the Enrolled Affiliate Will determine the Enrolled Affiliete's acluatterico and poymont terms. Except for.changos piede:by this Amendment, the Agreement identified abn,Ve remains unchonged, and in fall fbrceand Oki, if there is any conflict botwepn any provision it this Aniendmerlt and any provision in the Enrollment or Agreement Identified above, this Amendment shall control. This amendment mcist be attached to a sipature form to be valid. Microsoft Internal Use OnI. C7M EA RlversideGountyMaslAr Mey2016 FINAL GTM C7MO7h1 6D anendmentApp 0.1 OTM OTn BD Page 1 of 1 25C -22 Microsoft Licensing, GP Document Summary Form * This is for Informational purposes only M81.1 3- 0000009076682 (MSLI Tracking Number) Doc `rope: Signature Form Subsidiary: Country: LAR /LAD /ESA: Program/Version SLG 2015 Do not modify the formatting or spacing of this Form above this text United States ACCOUNT. County of Riverside Outsourcer Name: Business Agreement Number: Master Agreement Number: 01E73970 Agreement Number: Purchase Order Number: Comments: Account Manager Name / Alias: (MSLI Scanning Code) I Last Saved by Quinn Greenly $110/2016 3:48:02 PM 50/12/2005 Revision 3.9 25C -23 1.t, micros oft Program Signature f=arm Volume Licensing MEINNI SAnumber GAMSTR•051116 Agrseniont nwnber 01(a Note: Enter ilia at pllcWri active nembers associated with the documents below. Microsoft rOgUires the- asso'clated active number be Indioated here, or listed below as new,. For Ilia pullpmes of this fgrin, tust6ma—' Pair mean the slgifkidD onifly,: Enrolled Affiliate, Cbvp,Mment: Partner, Institution,. or other party onterinq =into - 0 volume Ircensinq prs4grain agreament: This a[ rialure form end all Contract documents idbnUfled, In the table below are entered Into between the �Giis(dmer and the Microsoft Affiliate slgning, as of::tlie effective date Identified tygOW. .. Enter rise A reomant. Number or C.�a X20.12056 <ClrocseA raemon!> <ciiooso Aproemant} _ <Cioose,6gLeent> _ __� .. <Choose A reement> <Choose Enrollm6i i�stra�lian >�_. <Choose FnrollmsnUReg skri ation> . <Chooso EnrollmanURe Istratlon >� ,._ _.._....._ <Choose Enrollmefiy_ istration> <ciloose EnrollmantIRe Istration> Amendment to CbrSlracl Docume is CCTM / hlEVJ By sl&ltjo below, Customar and the Microsoft Affiliate agree thal.both parties (1) have received, read and tmrlerstand the above contract documents, lacludIng any websites or documents indorporatad by .reference and any amendments and (2) agroa to ba bbtfnd by the tormsofall such documents. Naive of Entity (must bo cgai nr P..rhitod Firsthand MtNanro` I` PrintedTitle '�f(?C.1/ftGfY�P Signaturo'Datia` Tax 1D ProgrnmSignCorni(MSSign)(NA, LatAn)E%BRA, IOLI(ENG)(Au0201 A) of Riverside -r 25C -24 Page 1 Of 2 optional 2"a Customer signature or 6utsouroor signature (if applicable) Nameof Entity (must be legal entity name)" Signatdre" Printed rlrstand LastName" Printad Title Signature Date* Name Of Entity (must_ Ge legal entity narmth Signature* Printed, Flmtand last Name" Printed Title Signaturo mate• If Customer requires physical media, additional contacts,.or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form, After this signature form is signed by the Customer, send it and the Conlract Documents to Customers channel partner or Microsoft account manager, who must submit them to the fgilowing address. When the signature form is fully executed by Microsofi. Customer will receive a confirmal'ion copy. Mtcrosoft Corporation Dept, 561, Volume Licensing: 6100 Neil Road, Suite 210 Mite, Nevada 89411.1137 USA ProgranrS1enFcmVSSi0n)( NA ,LarAdi)rkBRA,MLI(EN(3)(Ati92e14,) Page 2 o 2 25C -25 25C -26 I ON • 25C -27 ■ Microsoft Enterprise Enrollment Volume Licensing State and Local Enterprise Enrollment number Framework ID (Mlcrosofttocomplete) 67631100 (itapplicable) Previous Enrollment number 7859281 (Resellor to complete) This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature form. This Enrollment consists of: (1) these terms and conditions, (2) the terms `of the Enterprise Agreement Identified on the signature form, (3) the Product Selection Form, (4, ) the,Product Terms, (5) the Online Services Terms, (6) any Supplemental Contact Information Form, Previous Agreement/Enrollment form, and other forms that may be required, and (7) any order submitted under. this Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement. By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions'of the Enterprise Agreement. All terms used but not defined are located at httr)�/ /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 9. 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. EA2016EnrGov (US)SLG(ENG)(Nov2ol6) Page 1 of 10 25C-28 Document X20 -10634 Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government Community Cloud Service. "Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services, except as noted. "Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products must be licensed for all Qualified Devices and Qualified Users on an Enterprise -wide basis under this program. "Expiration Date" means the date upon which the Enrollment expires. "Federal Agency" means a bureau, office, agency, department or other entity of the United States Government. "Government" means a Federal Agency, State /Local Entity, or Tribal Entity acting in its governmental capacity. "Government Community Cloud Services" means Microsoft Online Services that are provisioned in Microsoft's multi- tenant data centers for exclusive use by or for the Community and offered in accordance with the National Institute of Standards and Technology (NIST) Special' Publication 800 -145. Microsoft Online Services that are Government Community Cloud Services are designated as such in the Use Rights and Product Terms. "Industry Device" (also known as line of business device) means any device that: (1) is not useable In its deployed configuration as a general purpose personal computing device (such as a personal computer), a multi - function server, or a commercially viable substitute for one of these systems; and (2) only employs an Industry or task - specific software program (e.g. a computer -aided design program used by an architect or a point of sale program) ( "Industry Program "). The device.may include features and functions derived from Microsoft software or third -party software. If the device performs desktop functions (such as email, word processing, spreadsheets, database, network or Internet browsing, or scheduling, or personal finance), then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program functionality; and (2) must be technically integrated with the Industry Program or employ technically enforced policies or architecture to operate only when used with the Industry Program functionality. "Managed Device" means any device on which any Affiliate in the Enterprise directly or indirectly controls one or more operating system environments. Examples of Managed Devices can be found in the Product Terms. "Qualified Device" means any device that Is used by or for the benefit of Enrolled Affiliate's Enterprise and is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running Windows Pro locally (in a physical or virtual operating system environment), or (2) a device used to access a virtual desktop infrastructure ( "VDI "). Qualified Devices do not Include any device that is: (1) designated as a server and not used as a personal computer, (2) an Industry Device, or (3) not a Managed Device. At its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is used by or for the benefit of the Enrolled Affiliate's Enterprise as a Qualified Device for all or a subset of Enterprise Products or Online Services the Enrolled Affiliate has selected. "Qualified User" means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms. "Reseller" means an entity authorized by Microsoft to resell Licenses under this program and engaged by an Enrolled Affiliate to provide pre- and post- transaction assistance related to this agreement; "Reserved License" means for an Online Service identified as eligible for true -ups In the Product Terms, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service available for activation. EA2016EnrGov (US)SLG(ENG)(Nov20l6) Page 2 of 10 25C-29 Document X20 -10634 "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. The Use Rights supersede the terms of any end user license agreement (on- screen or otherwise) that accompanies a Product. The Use Rights for Software are published by Microsoft in the Product Terms. The Use Rights for Online Services are published in the Online Services Terms. "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 file 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. EA2016EnrGov(US)SLG(E NG)(Nov2016) Page 3 of 10 25C-30 Document X20 -10634 (it) 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, (t) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users (if ordering user -based Licenses) at the time the true -up order is placed and must order additional Licenses for all Qualified Devices and Qualified Users that are not already covered by existing Licenses, including any Enterprise Online Services. (it) Additional Products. For Additional Products that have been previously ordered under this Enrollment, Enrolled Affiliate must determine the maximum number of Additional Products used since the latter of the initial order, the last true -up order, or the prior anniversary date and submit a true -up order that accounts for any increase. (iii) Online Services. For Online Services identified as eligible for true -up in the Product Terms, Enrolled Affiliate may place a reservation order for the additional Licenses prior to use and payment may be deferred until the next true -up order. Microsoft will provide a report of Reserved Licenses ordered but not yet invoiced to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retroactively to the month in which they were ordered. (iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses at the Enrollment anniversary date on a prospective basis if permitted in the Product Terms, as follows: 1) For Subscription Licenses that are part of an Enterprise -wide purchase, Licenses may be reduced if the total quantity of Licenses and Software Assurance for an applicable group meats or exceeds the quantity of Qualified Devices and Qualified Users (if ordering user -based Licenses) identified on the Product Selection Form, and includes any additional Qualified Devices and Qualified Users added in any prior true -up orders. Step -up Licenses do not count towards this total count. 2) For Enterprise Online Services that are not a part of an Enterprise -wide purchase, Licenses can be reduced as long as the Initial order minimum requirements are maintained. 3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate's use of the applicable Subscription License will be cancelled. Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true -up order Enrollment anniversary date and effective as of such date. (v) Update statement. An update statement must be submitted instead of a true -up order if, since the initial order or last true -up order, Enrolled Affiliate's Enterprise: (1) has not changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) has not increased its usage of Additional Products. This update statement must be signed by Enrolled Affiliate's authorized representative. (vi) True -up order period. The true -up order or update statement must be received by Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The third - year true -up order or update statement is due within 30 days prior to the Expiration Date, and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate EA2016EnrGov (US)SLG(ENG)(Nov2016) Page 4 of 10 25C-31 Document X20 -10634 may submit true -up orders more often to account for Increases in Product usage, but an annual true -up order or update statement must still be submitted during the annual order period. (vii)Late true -up order. if the true -up order or update statement is not received when due, Microsoft will invoice Reseller for all Reserved Licenses not previously invoiced and Subscription License reductions cannot be reported until the following Enrollment anniversary date (or at Enrollment renewal, as applicable). h. Step -up Licenses. For Licenses eligible for a step -up under this Enrollment, Enrolled Affiliate may step -up to a higher edition or suite as follows: (1) For step -up Licenses Included on an initial order, Enrolled Affiliate may order according to the true -up process. (it) 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 "Add, Ing new Products not previously ordered," then for additional step -up Licenses, by:followi'ng the true -up order process. L Clerical errors. Microsoft may correct clerical errors in this Enrollment; and any documents submitted with or under this Enrollment, by providing notice by email and a reasonable opportunity for Enrolled Affiliate to object to the correction. Clerical errors include minor mistakes, unintentional additions and omissions. This provision does not apply to material terms, such as the identity, quantity or price of a Product order ad. j, Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment as set forth in the Enterprise' Agreement. 3. Pricing. a. Price Levels. For both the initial and any renewal term Enrolled Affiliate's Price Level for all Products ordered under this Enrollment will be Level "D" throughout the term of the Enrollment. b. Setting Prices, Enrolled Affiliate's prices for each Product or Service will be established by its Reseller. Except for Online Services designated in the Product Terms as being exempt from fixed pricing, As long as Enrolled Affiliate continues to qualify for the same price level, Microsoft's prices for Resellers for each Product or Service ordered will be fixed throughout the applicable initial or renewal Enrollment term. Microsoft's prices to Resellers are reestablished at the beginning of the renewal term. 4. Payment terms. For the initial or renewal order, Enrolled Affiliate may pay upfront or elect to spread its payments over the applicable Enrollment term. If an upfront payment is elected, Microsoft will invoice Enrolled Affiliate's Reseller in full upon acceptance of this Enrollment. If spread payments are elected, unless indicated otherwise, 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. S. 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. EA2016EnrGov (US)SLG(ENG)(Nov2016) Page 5 of 10 25C-32 Document X20 -10634 b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew Products by renewing this Enrollment for one additional 36 -month term or by signing a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal. Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at renewal. c. If Enrolled Affiliate elects not to renew. (1) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring a new License with Software Assurance.- (ii) Online Services eligible for an Extended Term. For Online Services identified as eligible for an Extended Term in the Product Terms, the following options are available at the end of the Enrollment initial or renewal term. 1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment. An extended term feature that allows Online Services to continue month -to -month ( "Extended Term ") for up to one year, unless designated in the Product Terms to continue until cancelled, Is available. During the Extended Term, Online Services will be Invoiced monthly at the then- current published price as of the Expiration Date plus a 3% administrative fee if Enrolled Affiliate wants an Extended Term, Enrolled Affiliate must submit a request to Microsoft at least 30 days prior to the Expiration Date. 2) Cancellation during Extended Term, At any time during the first year of the Extended Term, Enrolled Affiliate may terminate the Extended Term by submitting a notice of cancellation to Microsoft for each Online Service. Thereafter, either party may terminate the Extended Term by providing the other with a notice of cancellation for each Online Service. Cancellation will be effective at the end of the month following 30 days after Microsoft has received or issued the notice. (iii) Subscription Licenses and Online Services not eligible for an Extended Term. If Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as of the Expiration Date. Any associated media must be uninstalied and destroyed and Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request written certification to verify compliance. d. Termination for cause. Any termination for cause of this Enrollment will be subject to the "Termination for cause" section of the Agreement. In addition, it shall be a breach of this Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government Community Cloud Services fails to meet and maintain the conditions of membership in the definition of Community. e. Early termination. Any early termination of this Enrollment will be subject to the "Early Termination" Section of the Enterprise Agreement. For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid in advance for the period after termination. 6. Government Community Cloud. a. Community requirements. If Enrolled Affiliate purchases Government Community Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use Government Community Cloud Services solely in its capacity as a member of the Community and, for eligible Government Community Cloud Services, for the benefit of end users that are members of the Community. Use of Government Community Cloud Services by an entity that is not a member of the Community or to provide services to non - Community members is strictly EA2016EnrGov (US)SLG(ENG)(Nov2016) Page 6 of 10 25C-33 Document X20 -10634 prohibited and could result in termination of Enrolled Affiliate's license(s) for Government Community Cloud Services without notice. Enrolled Affiliate acknowledges that only Community members may use Government Community Cloud Services. b. All terms and conditions applicable to non - Government Community Cloud Services also apply to their corresponding Government Community Cloud Services, except as otherwise noted in the Use Rights, Product Terms, and this Enrollment. c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and corresponding non - Government Community Cloud Services in the same domain. d. Use Rights for Government Community Cloud Services. For Government Community Cloud Services, notwithstanding anything to the contrary in the Use Rights: (1) Government Community Cloud Services will be offered only within the United States. (li) Additional European Terms, as set forth in the Use Rights, will not apply. (iii) References to geographic areas in the Use Rights with respect to the location of Customer Data at rest, as set forth In the Use Rights, refer only to the cUnited States. EA2016EnrGov (US)SLG(ENG)(Nov2016) Page 7 of 10 25C-34 Document X20 -10634 Enrollment Details Enrolled Affiliate's Enterprise. a. Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate's Enterprise must consist of entire offices, bureaus, agencies, departments or other entities of Enrolled Affiliate, not partial offices, bureaus, agencies, or departments, or other partial entities. Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one box Is checked, Microsoft will deem the Enterprise to include the largest number of Affiliates: 19 Enrolled Affiliate only • Enrolled Affiliate and all Affiliates • Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliates to be included If fewer than all Affiliates are to be included in the Enterprise): ❑ Enrolled Affiliate and all Affiliates, with following Affiliate(s) excluded: b. Please indicate whether the Enrolled Affiliate's Enterprise will Include all new Affiliates acquired after the start of this Enrollment: Exclude future Affiliates 2. Contact information. Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks ( *) indicate required fields. By providing contact information, Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at httos://www.microsoft.com/licensing/aervicecenter. a. Primary contact. This contact Is the primary contact for the Enrollment from within Enrolled Affiliate's Enterprise. This contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. The primary contact will be the default contact for all purposes unless separate contacts are identified for specific purposes Name of entity (must be legal entity name)* City of Santa Ana Contact name* First Michael Last Fetner Contact email address* mfetner @santa- ana.org Street address* 20 Civic Center Plaza City* Santa Ana State /Province* CA Postal code* 92701 -4058- (For U.S. addresses, please provide the zip + 4, e.g, xxxxx -xxxx) Country* United States Phone *(714)847 -5384 Tax ID *indicates required fields b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for the Volume Licensing Service Center and may grant online access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies, including adding or reassigning Licenses and stepping -up prior to a true -up order. EA2016EnrGov (US)SLG(ENG)(Nov2016) Page 8 of 10 25C-35 document X20 -10634 ❑ Same as primary contact (default if no information is provided below, even if the box is not checked). Contact name* First Jim Last Lentz Contact email address* jlentz @ santa- ana.org Street address* 20 Civic Center Plaza City* Santa Ana StatelProvince* CA Postal code* 92701-4058 - (For U.S, addresses, please provide the zip + 4, e.g. xxxxx -xxxx) Country* United States Phone* 714 -647 -5400 Language preference. Choose the language for notices. English ❑ This contact is a third party (not the Enrolled Affiliate). Warning: This contact receives personally identifiable information of the Customer and its Affiliates. "indicates required fields c. Online Services Manager. This contact Is authorized to manage the Online Services ordered under the Enrollment and (for applicable Online Services) to add or reassign Licenses and step -up prior to a true -up order. © Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked) Contact name *: First Jim Last Lentz Contact email address *jientz @ santa - ana.org Phone* 714 - 647 -5400 ❑ This contact is from a third party organization,(not the entity). Warning: This contact receives personally identifiable information of the entity. *indicates required fields d. Reseller Information. Reseller contact for this Enrollment is: Reseller company name* SoftwareONE, Inc. Street address (PO boxes will not be accepted)* 20875 Crossroads Circle, Suite 1 City* Waukesha StatelProvince* WI " Postal code* 63186 -4093 Country* United States Contact name* MS* Admin Phone* 262- 317 -5555 Contact email address* ms- admin.us @softwareone.com * indicates required fields By signing below, the Reseller identified above confirms that all information provided in this Enrollment Is correct, Signature* Printed name* Printed title* Date* * indicates required fields Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the EA2016EnrGov (US)SLG(ENG)(Nov2016) Page 9 of 10 25C-36 Document X20 -10634 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. (1) Additional notices contact (il) Software Assurance manager (iii) Subscriptions manager (iv) Customer Support Manager (CSM) contact 3. Financing elections. Is a purchase under this Enrollment being financed through MS Financing? ❑ Yes, p 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. EA2016EnrGov (US)SLG(ENG)(Nov2016) Page 10 of 10 25C-37 Document X20 -10634 ® Microsoft Program Signature Form MBAIMBSA number Agreement number O1E73970 Volurne Licensing 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 By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, Including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. Name of Entity (must be legal entity name)* City of Santa Ana Signature* Printed First and Last Name* Printed Title Signature Date* Tax ID Microsoft Corporation Signature Printed First and Last Name Printed Title Signature Date (date Microsoft Affiliate countersigns) Agreement Effective Date (may be different than Mim osoffs signature date) ProgramSignForm( MSSign)(NA,LatAm)ExBRA,MLI 0�238 Page 1 of 2 Optional 2nd Customer signature or Outsourcer signature (if applicable) Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* If Customer requires physical media, additional contacts, or Is reporting multiple previous Enrollments, Include the appropriate form(s) with this signature form. After this signature form is signed by the Customer, send it and the Contract Documents 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 5100 Neil Road, Suite 210 Reno, Nevada 89511 -1137 USA t :re r .r i Program5i gnForm( MSSign)(NA,LatAm)ExBRA,ML11'l5, 02,Q" 9 Page 2 of 2 25C -40