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Home My WebLink AboutSOFTWAREONE INC. - 2017INSURANCE NOT REQUIRED WORK MAY PROCEED CLERK OF COUNCIL La�,T� • z� v� ��'� A-2017-004 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. ("SoftwareONE") and the City of Santa Ana, a charter city andmunicipal 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 CompuCorn Systems, Inc. ("Agreement"), through which the City elected to purchase various Microsoft licenses and services in voliune from CornpuCom, a "Large Account Reseller" of Microsoft products. B. The specific terrns and conditions of the Microsoft products are governed. by Microsoft Enterprise Agreement No. OIE73970 for State and Local Goverrnments, 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 CompuCom's Microsoft licensing business and succeeded to its operations as a Large Account Reseller of Microsoft products. D. The Tenn of the Agreement itself was for three years from the City's acceptance of the Microsoft Enterprise Agreement specified in Recital E, 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, and 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: L 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, Team, is mriended. to provide that the Agreement expires on January 31, 2020. 3. All references in the Agreement to "Coinpucom Systems, Inc." or "Compucom" are adjusted to "SoftwareONE". 4. Section S of the agreement, Notice, is amended in part to read: "To Sof1ware0ne: 20875 Crossroads Circle, Suite 1, Waukesha, WI 53186-4093". 5. 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 elate and year first written above. ATTEST �a'V'6 -D° 1 MARIA D. HUIZAR Cleric of the Council APPROVED AS TO FORM SONIA R, CARVALHO, City Attorney By: ' JO , FUNK Assistant City Attomey RECOMMENDED FOR APPROVAL Jack' ull l Chic ech11ology Innovations Officer 2 CITY OF SANTA ANA GERARDO MOUET Acting City Manager SOFT'WAREONE N€tme: Peggy Bournstein Title: SLG BDM 1,04616 .11 ■ ,. Microsoft Licensing, GP Document Summary Farm * This is for informational purposes only * (Mw 3-0000009076682 Tracking Number) Doo Type: Master Agreement Subsidiary: Country: LAP/LAD/ESA: Do not modify the formatting or spacing of this Form above this text United States Account Man agar Narne ! Alias: SLG 2015 (IMISL(Scanning Code) ACCOUNT: County of !Riverside Outsourcer Name: Business Agreement Number: Master Agreement Number: OIE73970 Agreement Number: Purchase Order Number: Last Saved by Quinn Greenly 8118120163;48-,01 FIM 10!1212005 Revision 3.9 VOILIrm Licensing Enterprise Agreement State end Local Not for Use aA h Microsoft Business Agreement or Microsoft Business and Sorvices A,greomenl This Microsoft Enterprise Agreement ("Atgreernent") Is entered into between the orttities identified rin the slgnature form. Erffectivo date. The affectivedate of ihls Agreement is the earliest effective date of any Enrollment entered Into UndOr this, Agreement or the date Microsoft. accepts this Agreement, whlohever fs earlier,,Any reference in this Agreement or an Enrollment to a "day' means a calendar stay, except references that. specify `'buainess day" This Agreement consists of (1) these Agreement.terims and caridiWns, Including any arhendments arW the signature form and all attachments Identified therein, (2) the Product Terms applicable to Prcrdtiots Ilcensed under this Agreatmeot, (3)1he Online Services Terms, (4) any Affiliate Enrollment enlerOd into Wider this.Agre.ernent, and (5) any order sul)MItted tinder this Agreemont; Please note: Documents referenced In this Agreement but not attached to the signature form may be found at kt2:1/yuytr micro ,oft,caml1fcensIngL2ntracts and are incorporated' .In this Agreement by reference,, inclUding the t'roduct Terms and Use Mghts. These. documents tray .contain additloral terms and cottdktions for f'ioclucts licenser! under tll s Agrearnent and May bo cIn aged frons tinge to Brno. Gustalxiei .&Iroufd review such daCtlmanfs_ caroftlkly ;b'ot11 at the:tinte, of signing' and perio&L3fly thereafter, a11d fully widerMand all terms and cor�dittahs applicable to Products licensed. Terms and Conditions 1, Definitions. "Affiliate' means a. with regard to Customer, (i) any ,government agency, department, office. Instrumentality, division, unit or =other entity of the state or local government that is supervised by or is part of Gustoimor; or whl0h: supervises Customer or of Whtoh Customer is a part, or w hicl) ''is tinder comriian supeevisltin with'CUstoniei; (Il) any-OpUrity, borough, cornmonweelth,, city, n)gnit}Ipality, tower, township, special purpose district, or other similar type of governmental. Instrumentality es6blished kay t}1a laws.of Customer's state and located within Customer's state jurisdiefion and geographic boundaries; and (Ili:) any other entity in Customer's slate expresslyauthofted by the laws of Customer's state to purchase tinder state: contracts; provided that a state .rand its Affiliates shall 'Apl, for purposes of this deftnitfon, be considered to be: Affiliates of. the federal rdoverameni and IN Affiliates; arrd b. with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft; .or that is tinder common ownership with Microsoft;, "Customer' means the legal entity that'ltas entdredinto this Agreement vrilh M. W6oft; "Customer Data" means all data, including all text, sound, softare, image, or video files that :pre provided to Microsoft by, or on behalf of, on Enrolled Affiliate and its Affiliates through use of Ort<Ilitp Se 1040 : "Enrolled Affiliate" means an entity, either Customer orany one of Customer's Affiliates that has entered Into an Enrollment under this Agreement; EA2fl15Agr(US)SL(3(ENG)(Aug:015) Pane 1 of 1i Oocurnpnt X201-12o5a "Enrollmont" rr,eans the (lacunlent that art Enrolled AfCillate 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 Include in its enterprise; "Fixes" means Roduct fixes, modifications or enhancepients, or their derivatives, that Microsoft either releases generally (siuch a.s Product servico packs) of provldes to Customer, to. address a specific issue. "License" means the right to downlosd. install, aocess and use a Product. For certain Products, a Llcense may be avaliable on a. fixed terns or subscription basis ("Subscription License"), Licenses for briline.S'ervloes will be considered Subscription licenses; "Microsoft" means the Microsoft Affiliate that has entered into this Agreement or'ari Enroilmenrand its Affiliates., as appropriate; "Online services" means the Microsoft- hosted servlcos identified as Online Services. in the Product Terms. 'Online Services Terms' means the additional terms that apply to Customer's use of Online Services pubfished on the Volurne Licensing Site and updated frons time to lime. "Product" means all products identified in the Product Terms, -such as.all Software, Online services and other web -based services, Including pre-release or Beta Versfobs. "Product Terms" meads the document that provides Information about Microsoft'E?rntdrrcts olid ProfOssional Services available through volume licensing. The Product Terms docum.f rt is pubfistied on the WWrna Licensing Site and is updated from lime to tirne. "SLA`' means Service Level Agreement, which. speciffes the minimum service level for Online. Services and Is published on the Volume Licensing Site, "Software" means licensed copies of Microsoft.sof€ware identified on the .Product Terms. Software sloes not'include Online. Services, but Software may be part of art Online Service,, "Software Assurance" is an offering by Microsoft that provides ridw version rights and other benefits for Prodi bts as further described in the Product Terms. "Tracie Secret" means Worrnation that is not generally known or readily ascertai€?ableto #Eie public, has economic value as a result, And ItAs beets subJect to reasonabfe steps under the blreumstances to. maintain its secrecy; "use" or "run" means to copy, install, use, Access, dlsplay, run or otherwise interact. "Use Flights" means the use rights lir leans of 'service for each Product .publishes{ on Etre Volume Licensing Site and updatad frorb 'time to time. The Use Rights supersede tha" torula of� ahy end. user license agreement that accompanies a Product. The Use Rightsfor Software are°ptrtallshed by Microsoft In the Product Terms. The Use Rights -for Online Se:rvioes aro published In the Online Services Terms. "Volume.Licensing Site" means Mtn:flwww.microsoft.cof-nilicensing/contracts oris successor site. 2. Hots the Enterprise program works. a. General. The Efiterprise program consists of the terns and conditions on Whlch ars Enrolled Affiliate may Rdqui e. F'reidilct Licenses. Under the Enterprise programs, Customer acid its Affiliates mayorder Licenses for Products by entering into Enrollments. ' b. Enrollments'. Tho Enterprise progral'o gives Customer and/or Its Affiliates the ability to enter into -one or more Enrollments to order Products. Subsorlptton Enrollments may bre available for some of these Enrollments. Wwrithstanding :any other provision of this Agreement, only Enrolled 'Affiifates identifled in an t nroftentWill be responslble fdr complying with the ter yrs of that Enrollment, including [he terms. of tin's Agreement Incorporated by reference in that Enrollment FA2015Agr(U8)8LG(EKG)(Aug=5) P040:2 of I1 o0Cunie.ntX20:1201 5 c. Llowises! The types of Licenses'available are (1.) Licenses obtained under Software Assurance (MA), and (2) Subseriptiorn Licenses. These License typos, as well as additional License Types, are further described in (lie Product List, 3. Licenses for Products. a. License Grant, Microsoft.granls. the Enterprise a nonexclusive, 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 hot expressly granted in this Agreemeni. 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-out option, which is available for some; :sobacriptimi Licenses. Except as otherwise noted in the applicable EorryFment or Use Rlgl ts, ali other Licenses become perpetual only when all payments for chat LicensA have )Jean made �hd the lnitlaJ.Enrollment term has expired. c. Applicable Use Bights, (i) Products (other than Onllne Services). The Use Rights in effect on the;effective elate of the lwnrollment will apply to Enterprise's use ofthe version of each. Product that is current at the time, Far hdure versions and new Products, the Ilse Rlghts: in effect-i�rher . those rversions and Products -are first released will apply. Changes Mlcrasoft M0kes tg. the Use Rights for a p,aFticitiar version will not apply unless the Enrolled Af(illate (Gooses to have those changes aping. The'Uss Rtghtsl ap$.cuble top8rpettral Licenses that were a0U.I.red r)nder'a preYlous agreement or Enrgllmvnt.aira determined by Fire Agreement or Enrollmont under which they were acluired, Renewal of Software Assurance does: not change which Use Rights. apply to those Licenses. (it) Online Services, For Online Services, the Use Rights in effect on'tbo sub.scriptlon start date will apply€or the subscription terra as defined in the Product Terms, d, Downgrade rights, Entolled Affillate 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 eurrent version apply to the use of the earlier ve'M[on.. If th earlier Product verslon includes features that are €lot in the new version, then the Use Rights appiic6ble_fo the earlier version apply with respect to those features, e. New Version Rights tinder Software Assurance. Enrolled Affiliate; must order aril maintain Contin.uotts.-$oftyvara:, ssurance coverage for each License.:orderad. Wall Soh iam Assurance coverage, Rliterpr 0 2utomotically has the ri.yht .to rise; � niw version of .a licensed Product as soon as itis released, even If R.nf©iled Affillpte'chooses not to uso-11.1e new version., Immediately. (i) Except es otherwise permitted undiRr an Enrollment, use of the new version will be Subject to the new version's Use Rights. (ii) If the Licerise for the earlier version of the Product is perpetual at the time the new version is -released,, the License for the new version mill also, be. perpetual. Perpetual Licenses ob(ained through Software Assurance replace any perpetual Lleenses for the earlier version. C. License corifirination. Thls Acdreemenit -file applicable,Enrolltrrarit; Enrolled Affiliate's order penfirmation, and any dociirriafitation: evidencing transfers -f perpetual Licenses, together with proof of pa} night, will be Enrolled Affiliate's evidonre of all Licenses obtained under an Enrollment. FA?o i 5AJr(tls)sLe; (Et4G)(Aug 20 i e;) r age s or 11 Document X,20.1. ©63 Reorganizations, consoii.datlons and privotizatlons. if the. number of Llconses covered by an Enrollment changes by more than tan percent. as a result of (1) a reorganization, consolidation or privatization of cin entity or an operating division, .(2) a ,pr€vatization of .an Affiliate or an operating division of Enrolled Affiliate or any of its Aftlliates, or (3) m consolidation inchiding';a marger with a third party that has an existing agreement or Enrollment, fViicrosoft will work with Enrolled. Affiliate in good faith to determine how to accofnino:date its changed circtunstances in the context of this Agreement. 4. Nuking copies of Products pnd r.e-fm6gfn« rIgfits. a. General. Enrolled Affiliate may mai Ee as rrrany-oppies of'Products,. as It needs. to distribute them within the Enterprise: Copies must be true -and complete (Including copyright` ;i hd trademark notices) from master copies obtained from a Microsoft approved f.d.lfillmo. s �uiroie, Enrolled Affiliate may use a third party to make these copies, but Enrdlld i A(iltlate a161re6s rS( will be responsible for any third party's actions, Enrolled Affiliate agrees tci make reaso'nab(t, efforts to notifyits employees, accents, and any other Individtrafs who use the Products that the Products are licensed from Microsoft and subject to the terms of thts Agreement. bOoples for traininglevahration and back-up. For all Pro.etucts other than OnllnO Services, Enrolled Affillate may: (1) use tip to 20 complimentary copies of any licensed Product in a dedicated training facility on its premises.for-purposes of tminlitg on that particular Product, (2) use up to 10 complimentary copies of any Products fbr a.60 day eyaltgatfon period, and (3) use one complirttentary copy of any licensed Product for back-up or arehiva€ purposes for each of its. dir5 inct cdeocdrenhfc locations. Trials for Online Services may he avallable if spec€fieri in the Use Rights. c. light to. re .l1naffe. in certain cases, re-imaging is permitted using the Product rm6dia. tf the Microsoft -Product is licensed (1) from an griginal equiprilent rranufactttrer (OEM), (2) as a full Packaged Product through a retail .souree., or (3) tinder another Microsoft p(oglarn; 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 conditional upon the following: (1) Separa.€e Licenses must be acquired from the separate dourca for each Product .th.t is re-imaged. (11) The Product, language, version, and corgi'ponehts:gf'fh6'C.o9l0s M de roust be identical to the Prod uct,.lattgt'rago,;verwon, and all comportents of the cop€es they. replace .and the number of copies or instances of the re-imaged Product permitted rernains the same. (tit) Except'for copies xof an operating system and copies of Products licens6d tihdgr aQo.ther Microsoft program, the Product type (e.g., Upgrade or full License) re-'Ima:gcd'must be identical to the Product type licensed from the separate source, (Iv) Enrolled Affiliate Hurst adhere to any Product -specific processes or requirements for re- imaging identified In the Product Terms, Re-irnacded Products remain Subject to the terms and use rights of the License acquired from the soparote source This subsection does not.create or ext6hd my Microsoft warranty or support obligation. S. Transferring and reassigning Licenses. a. .License transfers, iMnrolled Affiliate may transfer only fully -pec petIi Licenses to: (t) an Affiliate or EA24}15r�,gr{SJS}5r.C3{ENG}(Atr�2p15) PB�n'A6f it Dowmsni X2042060 (11) an unaffiliated third Darty in connection with (A) a privatizationof an Affiliate or ag"ency or of an operating division of Enrolled Affiliate or an Affiliate, (f3) a reorgatiizatlon, .or (C) a consolidation.' Vpon such transfer, Enrolled Affiliate must uninstall and discontinue using the. licensed Product and render any copies unusable. Notlfic-,ttion of License 'Transfer, Enrolled Affiliate must notify Microsoft of a License transfer lay completing a license transfer form, which can be. obtained. from tttl ihwm.+.mlcroscrft,eom/licensin tcontracta and sending the completed form to iViiorosaft 1lefore the License transfer. No License Iransfer will be valid unless Enrolled Affillate provides to the transferee, 'and the transfereo acceols in Writlti'Q, 'doct tMi fs s[ fficEo.nt..fo enable:the Transferee to ascertain the scope, purpose and Iltriitatrori:s-0 t b. ridltts j nE b? Microsoft under the licenses being translerrecl (inet(iding, without limitation, they applicable Uso Rights, 11,5e tinct transfer resteletians, Warranties:'and limitations of Ilabiilty. Any License transfer opt.rriede in compliance with this:section Amll,be void, hit erna.l ,Assignment of Licenses anal 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 Instf e (Jai R' (edhts, 6. Term arra termination. a. Term. The term of this. Agre6moi1t will fie; 36 full calendar nlontht from the EAcflve3 date unless terminated by ei.thAr party as described below. Each Enrollment -will have lhe'terrn provided In that. Enrollment. b. Term !nation without cause. Either party may terminate this Agreeirrgnk,: withau°t douse, upon 60 days written notice. In the event of termination, neva! EOollrtt6ots will not be accepted, but any existing Enrollment will continue for the term of ;stfeh Bnrailrnent and will continue to be governed by this Agreement. c, Mid-term tormMation for roan -appropriation of Funds, Enrolled Affiliate may terminate this Agreenfent or ati E€trollm.prit without liability, penalty or further obligation to melee 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. limifii g ally othar.iOmedies it may have. either party may terminate an Enrollment if the other party materially breaches its obligations 11der ails Agreement, including any obiigatfon to submit orderss or pay invoices. Except Where the breach is by its nature not _c"urable within 30 stays, the terminating party must. give the cater party 30 days' noticp'orits intent to terrilinate and an opportunity to cure the bre89h. If Microsoft gives such notice to an l nroilecl Atfillate, MicrosofL61sl p will give COstasner a copy of that notice and Customer acoreas :lo.. holp reso,tye the breach, if the breach a<ffeots other Enrollments and cannot lie 'resolvod betty on. Microsoft and Enrolled Affiliate, together°with Custoimer $ help, within a reasonable period of•'time; ivliprosoft rnay,terminate this Agreement and all Enrollments under it, If an Enrolled Affillate ceases to be Customer's Affiliate,ft must promptly notify Microsoft, and Microsoft may terminate flee former Affiliato!s Enrollment. if err Enrolled Affillaie terrrrhtaTes its Enrollmerit:as.a resiiEt.of abreach by:Mrccasaft; or rf t+i3i4rosoft. terminates an Enrollment .because Enrolled.Afftilfate ceases to. be Customer"S Affl4i4t% then enrolled AffillaW Will have the early'termtnatibn rights described in the E€Yollriner((, e. Early terrnirlation.. If (1) -ail Enrolled .Affiliate terminates Its Enrollment' as a result of a breach by MfcrWoft, or (2) if Microsoft terminates an Enrollment because the Ehrolied Affiliate has ceased to be an Aftiliate of Customer, or (3) Enrolled Affiliate terri(rinates an Enrollment for non -appropriation of funds, or (4) Microsoft termI ates an Enrollment for non- payment due to non -appropriation of funds, then the Enrolled Affiliate will have the follovling options: EA201M r{t1S)SiG{ENG}(Aug2Q1b} Pap 5 of 11 OOCG=A N-12ow (1) It may immediately pay the total rentalhing antcunt due, including all installments, in which case, the Enrolled /affiliatewill have perpetual rights for all Licenses it has ordered; or (11) It ntay pay only amounts due7 as .of the torminatlon date, in which case the Enrolled Affiliate will have perpetual Licensea for:: 1) all copies of Proetucls (including the latest version of ProdgC# .or(ltsraci under SA coueraga in the currentterm) for which payment has bean made tri full, arl.d 2) the number of copies of Prodctcts It has. ord©red (includling the latest version of Products ordered under .software Assurance covorage in current terra) that Is proportional to the total of installment payments paid versus total. amoun%s clue (Patti and payable) (f:the early terrninallon bad not acct€rred, (ill). In the..case of EarlyTormlhatioh under Subscription Ehrollhients, Enrolled Affiliate will havo thaJollowing options; 1) For eligible products Enrolled Affiliate may obtain perpetual Licenses as described in the section titled "Buyout option," provided that Micresoft.receives.the buy-out order for those Licenses within eO clays after Enrolled Affiliate provides notice cif terminatlon. 7.) Where, not exorcising. buy -cut .option, in the event On breach by Microsoft, IVllcrosbft Will Issue R.esellel a-gh§dlt for arty amount paid in advance that would apply after the elate of tern*011ort. Nothing in this section shall affecl perpeluai License rights accipired either In a separate ggreepient~or in a prior term of the terminate-# Enrol[rner f. f. Effect of termination or expiration. When an Enrollment expires or is terminated, Ji) Enrolled Affiliate must order Licenses for all copies of Prod!acts it.ha' r.'ctn..fdirwhibli it has rtot previor;sly sublrtltted sn order. Any and pli unpaid paymbnts or anyarder�of gny kind, including spl spriptron s:Qrvices, remain due artci payable. Except as provided in. `the subsection titled "1=arly °termination," all unpaid payments for Licenses .irrrmediatply become due and payable, (fi) Enrolled Affiliate's right to Software Assurance benefils under this Agreement ends if it does not renew Software.Assur..aride, g, Modification or terrnlnatiott of an Onhht Service for reguiatory reasortis..Microsorft ttlay modify or terminate an Online Service where thea: is any current or futuie :gpV%nrnent rsc(uirement or obligation that: (1) subjects Microsoft °to. arty reguiatlon .or requirement not generally applicable to businesses operating there; (Z) presents a .har_dship far Microsoft to continue operating the Gnitne Service without modification; andlor (3) causes Mbcrosoft to believe these teens or (Ito Online Service may conflict with any such regLsIrer ent gar obligation. h. Program updates. Microsoft may snake changes to this prograrn that will make 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 res.tr ations. a. products. Unless otherwise specified in a -supplemental. agreemont, use of any Product is governed by thrr Use Righta specific to each Product and version and by the. terms of that applicable supplemental agreement. b. Fixes, Each Fix is licensed under the same terms as the Product to which it applies. If a f=ix is not provided fpr a specific Product, any use terms Microsoft Provides with the rNwill apply; EA2016Agr(U8)SLG(ENG)(AUg2915) Page Q of ii RRetimenl X20�1205t3 c. Molt-Mlcr'osoft software and fechnolo.gy, Enrol.letl Afiliato !s solely rospoh.Oi le fat• any non -Microsoft software of technology that it installs or uses will) the 1Produc% o.r Fixes,. d. Restrictions. Enrolled Affiliate rnust not (and must not rltlempt to) (1) reverse engineer; decompile, or disasseiYible any PrOdUct or Fix, (2) install or use non -Microsoft software or technology in any way that would subject Microsort's intellecutal property or technology to obligations beyond those include(] In this agreement, or (3) work around any technical ]imitallons in the Products or restrictions in Product doct:trnentatlgn. Bdept as expressly permitted in this agreement, Customer must not (1) separate and run parts of a Product on more than rine device, upgrade or downgrade parts of a Product at different times, or transfer parts of a Product separately; or ('i]) distribute, sublicense, rent, lease, tend, or use any Product or Fix to offer hosti ig services .to a third party, ea leo transfer of ownership; reservation of rights. Products and Fixes are protected by copyright and other intellectual pfnperty rights laws and International tfeatiea: Mldtosoft (1) does not transfer any ownership rights in any Products or f=ixes and (.2). reservesall tights not expressly granted'in this Agreement. & Confidentiality. "Confidential Inforitlat)on" is non-pybk iriformation that is designated "confidential" or that a reasonable person should understand Is confidential, Including Customer Data; 'Confidential Information does not include inform4lon tfiat (6) becomes;publicly available without a breach of this agreement..(b) the receiving party recelved lawfullyfrom another source Without, a eonsfid.ontlatity 0 ifigation, (c) Is indepene]entiy ;ttevelope'd,, or (d) is a Cnmoierit or suggestion volunteWied about the other party's business, products. or.twr Ices, Each 'iaaity'Wili;takc.reasonable steps to protect the other's ConWeritial Information and will use the other party's CorIWen6al ]nformallon only for purposes of the parties' busfness relationship...C4either party will disclose that Gonfldentiel fnformatlon to thlyd parties, except to its employees, Affiitates', contractors; advisors and consultants ('Representativas") and then only on a need -to -knout basisunder tiand]sot©sifts obligations at least as protective as this agreement, Each party remains responslble for-t.he use of the confidential Inftarmalion by its Representatives and, in the event of discovery of -.an r-unavthorizeif ttse 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 penriissibley to enable the other party to seek a protectitre order. Neither party Is required to ie'strict `work assignments or its Representatives who -have half 4ccess to Confidential Information. Each party agrees that the ,use ofInformatton retained in Representatives` unaidod memories In. the development or deployment of (he parties tespectivo products orsorvlos'does npt create liability: under this agreement or trade secret law, and each party agrees to limit what it discloses tb `the other°accordingiy. These obligations apply (i) for Customer Data until it: is. deleted from. the Online Sarvice.s, and (ii) for all other Confidential in.ft rrnafiori, for a period of five years after the Confidential IrOnrialioh ]s received. 9. Privacy and Compliarr.r e and Laws. Enrolled Affiliate eansenls to (lie processing of personal information .by .Mlorosoft and its agents to facilitate the subject matter of this Agreement.. Enedheci Af4iato Wilt obtain all required consents from third parties under applicable privacy and data. protection lair before providing personal infurrriet'san to Microsoft. Personal inforrnallon .callecled drider this agreement (i) may be transferred, storod and Processed in the United States or any other country in which Microsoft or Its. cont(gctom maintain facilities and (it) Wili be subject to tke privacy terms specifier] in the: Use fights. Microsoft abides by [lie EU Safe Harbor and the Swiss Safe: Harbor frameworks. as set forth EA2015Arjr(U5)8LG(ENG)(Aug2016) Page 7 of 11 DoCrrnient=-1;066 by the U.S. Deparfrnent of CQn1lYlerCe regarding the ccilectiO'11, use:, slid retention of data from the Eurapean Union, the Egropean Economic Area, anti, Sw llzerlaalj, o. U.S, export juriadicti.on, Products and Fixes are subjsat to U.S. export julisdfotinO. Enrollee( Affiliate must carnply"with all applicable interaitional:and risttonal laws, lod"luding the U.S. Expert Administration Regulations and lnternalionai Trafflc. in Arms Regulations, and end-user:, end use and destination restrictions issued by U;S. and other governments related to Microsoft products, services and technolctgles, 10. Wat'rarlOes, a. b.inilted warranties and remedies. (i) Software. Microsoftwerrants that each version of the Software will parterre scr,b;�tgntlaily as described in the applicable Product documentation for one, year frnVn tfi i6ie .'fire Enterprise is first licensed for that version. If it does not And tho'Enterprise notifies Microsoft within the warranty term, then Microsoft will, at lts option (`I) return the price Enrolled Affiliate paid for the Software license, or (2) repair or replace the Software. (il) Online Servlces�. Microsoft warrants that each Wine Servlco will perf6rm in accordance with the applicable SLA during the Enterprise's use. The Enterprise's remedies for breach of this warranty are in the SLA. The remedies above are the Enterprise's sole reme(fies: for breach of the V?Lrranlles In this section. Custon7er waives any breach of warranty claims not made during the warranty period. b, Exclusions. The warranties In Ehis, agreement do Eaot cover prcthierns caused by accident, abuse, or use in a manner inconsistent with this Agreement, lnclttd!Kq failu€z4 to Meet rninfrnurn systeni requlrerr en.[t . These warranties do not apply to free, triaE,_,pre release, "Or beta Products, or to components of Productsthat Enrolled Afflll qle� permitted to redistribute. c. DISCLAIMER, Microsoft provides r10 .other warranties or.conditions and disclaims. any other express, impiled, or st6tutory warranties, including warranties of goality, title, non -infringement, moreftantabillty,.and fitness for particular purpose. 91. Defense" of third patty claims. o. By Microsoft. Microsoft will .defend Enrolled Af#iliate, against any 018h'ns: rt de by, an unaffilia d third }warty (1) that aiay. Product or fisc infringes lis patenl;.copyr'igtit, or tracierrtark or makes unlawful use of its Trade Secret; or (2) that arlses.firom. Microsoft's provision of an Online Service in violation of taws applicable to alt online services providers. Microsoft will pay the arfiount o€ any resulting adverse final judgment or approved settlement. This does not apply to claims based on (1) Customer mala; (ii) non -Microsoft" software; (iii) modifications to a Product at .Fix Enrolled Affilla€e makes or any speclflcations or materials Enrolled Affiliate provides; (iv) Enrolled Affiliate's combination of the Product or Fix with (or garages based on the value of) a non -Microsoft prodUCt, data, or business process; (v) Enrolled Affiliates use of a Microsoft trademark without express, writtenconsent. or the use or redistribution of a Product or Fix in violatfon of: this Agreement; (vi) Enrolled Affiliate's continued use of a. Product or Fix after tieing notified to stop giro to a third party: cialm; or (vii) Products bf Flxbs provided fjee of ehargk b. By Enrolled Afilifate, Enrolled Affillote will Waage by an una(hiiated third party that: (i) 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 EA701BAcgr(U8)SLG(ENG)(Aucg2Q15) Phtfe-8 of 11 00cument X26-12058 (ii) arises from use of an Online Service in violation of applicable 10,;s and regulations, a violation of the legal rights df others; yr unauthorized access. to nr disruption of any service, data, account, or network in connection with the use of ifie o€Sline services. Enrolled Affiliate will pay the. amount of any adverse final judg€rient .pr approvod €attleme.nt resulting from a claim covered by this section titled "By Enrolled Affiliate." Bights and remeclles in case of possible infringement or misappropriation. If Microsoft reasonably believes that ra claim under this section may result In a legal bar prohibiting Enrolled Affiliate's use of the Product or Fix, Microsoftwill seek to abtafn the right for Enrotled Affiliate to keep using it or modify or replace it with a functlotial �6.q iivalent, in which case Enrolled Affiliate nivst ftdontl'nlue use of -the prior version, !.mmeclfatbly. If, these gptions -are not commercially reasonable, Microsoft may terminate Enrolled Afff)iate'q right to�ttta'Product or Fix and refund any amounts Enrolled Affiifate has paid far tiiose.rlgh(s to Software or Fixes arid, .for Online Sarvlces, any nimunit paid for a usage period ailer the termination date. Cather ternis. The party being defended .under this section 11 m6st notify the other party promptly of:any claim subject to the subsection titled "By Microsoft," give the rather party sole control over the defense or settlement, and provide rel sor OOle assistanoe in de(eitt Ing the claim. The party providing the protection will reimburse the other party for reasonable out of pocket expenses that it incurs In providing asslstance, Any sattlement must be approved in writing by the defending party. The rerriedIns provided in this section 11 are the exclusive remedios,for the claims described in this section, 12, Liiniiatlan of liability, For each Product, each party's roaximurn, aggregate liability to the other Linder tltils Agra6 tient is limited to direct damages finally -awarded in an Amount not to exceed the amounfs'Enrafled-Affiliate was required to pay for the applicable Products during the term of this Agreement, subject to the following: a. Online Services. For Online S.eruices, Microsoft's maximum liability to Enrolled Adiffate for any incident giving rise to a claim will not exceed the amount Enrolled Affiliate paid for the Online Service dtrrihg the 12 months before the incident, b. t=ree 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 direct damages finally awarded up to US$5,000, c. ExclusJions. In no event will either party be liable for in.direct., incidental, special, punitive_, or consequential damages, including loss of use, toss of profits, or interruption of business, however caused or on any theory of liability. d. Exceptions. No limitation or exclusions will apply to liability arising out of either party's {-1) confidentiality obligations (except for all liability related to Customer Data, which will remain strbject.to the limltatlohs and eXclusions above); (2) defense obligations,, dr(4) v) latlon of "the other paily's intellectual properly rights, 13. Verifying cornplizince. Right to verify compliance. Enrolled Affiliate must keep ,accurate and complete records relating to all use and distributlon, of Products by Enrolled Affiliate and its Affiliates, Microsoft has the right, at its expense, to the extent: permitted by ..a0plicable law, to verify Enrolled Affiliate and its Affiliates' compliance -with the Produci's.license terrris for the Products. Verification process and limitations. Microsoft will provide Enrolled Affiliate at least 30 days' notice bf its intent to verify corrrpflance. Voriiication will take place during normal business hours and in a manner that does not interfere unreasonably with. Enrolled Affiliates operatlons. Microsoft will engage aro independent auditor, which will be subject to a confidentiality obligation. Enrolled Affiliate roust promptly provide the independent auditor EA2015A9r(U3)3LG(ENG)(Aug2015) Page 9 of i'1 DacumEnt-X2pi206C with any information the auditor reasonably requests in furtherance. of the verification, includinb access to systems running the Products and evidence of Ucenses for Products Enroiled Affiliate frosts, sublicenses, or dist0butes to third parties, Enrolled Affiliate. agrees to complete Microsoft's self-audit process, which Microsoft (nay reciuire as an alternative to a third party audit, Any infor€malion '601fact ed In ti}e self-audit will be used solely for purposes of determining compliance. Rotnedlos for non-compliance. If verification or self-audit reveals any unlicensed use or dIstr buticn, then within 30 days, (1) Ehroiled Affiliate int€st order sufficient licenses to saver that utf) or distribution, and (2) if unlicensed use, or distribution is 5% or morel Enrolled Affiliate: must reimburse Microsoft for the cost Microsoft has incurred in verifiea1Ibh and acquire .the necessary additional licenses at 125% of the price based on lhgs then-current price list. and Enrolled Affiliate price level, The iinlltensed i[se, pert r€toge. is 1zased :on the total number of licenses purchased compared to acftlal install base; if "there is 'rta ON .rcensed qse, M€crosoft will not subject Enrolled Affillate to another verification .fpr'at. roast` cane year. lyli py exercising the rights and procedures described above, crosoft does not waive fits rights to onforce this Agreement or to protect its intellectual property by any other r6dans permitted by taw, 14, Mi Jcellaneous. Notices, Notices to Microsoft MUSt he sent to the Microsoft adclress on, the,signatgra .form with a copy sent to the address below, Notices must be In writing and will be treated as deliver od on. the date shown on the return receipt or on the courier or fax confirmation of delivery. Microsoft m-.qy provkle Information to Enrolled Affiliate about upcoming ordering deadlines, services, and subscOption information in. electronic form, inctitdinfg by egrait .to contacts provided by Enrolled Affiliate. Emalls will, be.;trWed as delivered.on thOrahtmissiori date. Midrosoft Corporation Legal and Corporate Affairs Volume LIcensintg Group One Microsoft Way, Redmond, WA 98052 USP, n, Assignment. Either party may assign this �graerrtent to art Affiliato,,but mupt pntifytop other party in writing of 1h.e assigi merit, Any other proposed assignment mut l e :approved by- rhe other party in writing. Assignment will not relieve the .assfgnIng party .of its obligations. under the assigned agreement. Any attempted assirgnrmr mt without required approval wili`be vont. c, Severahliity, If any provision in this agreement is found unenforceable, the balance of the agreement willremain in full force and effect. d. Use of contractors, Microsoft may arse contractors to pe ofrn services, but will be responsible for their performance subject to the terms of this Agreement. e, W*er Failure to enforce any.provi.s"tori of this agreement will not constitute a waiver. Any Waiver must be In Writing and signed by the waiving party. f: Applicable law; dispute resolution. The tennis of this ftreement will be governed by the taws of Customer's state, without givincg .effeat .to its conflict of laws. Disputes rslating to thls Agreement will be subject to applicable dispute resolution laws of CustoMer's state. EA2015Agr(U8)S1-G(ENG)(Aug2i15) Pare 10 of 11 Dpc�fmr~nf X2b�12i}5C3 g. This Agreement is not exclusive, Customer and its Affiliates are free to enter into agreeniehts to license, use or promote non-MicrosoftPWdUcta, h, Management and Reporting, Customer and/or Enrolled Affiliate may manage account details (e,g.., contacts, orders, licenses, software downlog:ds) on. Microsoft's Volume Licensing Service Center ("VLSC") web site (or successor site) at: hl[ s,ilwww.microsofl.cam/licntsinctlse�rvicecerater, 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. 1. Order of precedence. In the case of -a cotiflict between any documents in €bis Agreement ]fiat is not. expressly 'resolved In those documents. their terms will control. In the iolioWlnncg order from highest to lowest priority; ('f) this Enterprise Agreement,. (2). any Enrollment, (3) the Product Terms, (4) the Online Services Terms, (5) orders submitted kinder this Atdreernenl, and (6) any other doctrrments in this Agreement. T.erms'ln ein amendment control over the amended document anti any priorarnendments concerning the same sulajectrnatter. j, Survival.. All provisions survive termination or expiration of this Agreement except those rN. Uiring performance only during the terra of the atgreemenL 1(. Free Products. It Is Mlorosoft's Intent that tine terms.of this Agreeiner)t and the'Usi Rights be In compliance with all applicable federal law and �egulations..Any free Product provided ,to Enrolled Affiliate is for the sole use and bsnafit of the Enrolled Affilipte, �tn:ci, is Cto€: provided for use by or personal beenef ft of any specific government employee, 1, Amendments. Any ;PmenOment to this Agreement must he executed by Will parties, except that Microsoft may 1;hantge the *oduct Terms and the Use Rtghts from time. to .tim.e in accordance with theterms of lhis:Agreement. Any conflicting terms and condition corital.r€o in an Enrolled Affiliate's purchase order will not apply. Micrgsvft.iYiay re.�uire; Custoaner`ti� sign a new agreement or an arnendrnent before an Enrolled Affiliate enters: Int.4.dn Enrollment fmd..e.r' this ag.reernent. m. Vo.lunta y Product Accesstbtlity Templa(es; 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 4973; and its state taw counterparts, T116 Voluntary Protitret Accessibility Temptates ("VPATs") for the Microsoft technolacjies; used'in t rPOdIncg the online services can be found at Microsoft's VPAT page. Further information regarding Microsoft's commitment to accessibility can be found at lith.(/www.microsoft.com/f noble. n, Natural disastor. 11p the event of a "natural disaster," Microsoft may provide additional assistance or'rights'by posting -them on h&-'Hwww.microsoft, corn at such time, o, Copyright :vlolatiora.: Except as set: forth in the section move enti1Igd "Transferring and reassigning, Licenses", the Enrolled Affltiate agrees to pay fQr, and comply with the teras, of this Ak rc�eMeht anti the Use Rights, for: the Proclerpts It uses, Except to tho extent El VOW Affiliate is licensed under this Agreermentl it will be res.pon'sible-for its b1`eaeh of this contract and viclatlotz of Microsoft`s, copyright In the. Products, inchreling. payment- of License fees specified in this Agreement for Unlicensed:use.. p. Calendar stays. Any reference in this Agreement or an Enrollment to a ".day„ m®ahs a calendar day, except..references thatspecify business day". A2016Ar}r(IJS}Sf.G( NG)(Au�2()?6) PaO6'11 of 11 Document X20=12055 MWOSOft I VOIL -ne Licensing Supplemental Contact Information Form State and Local This form can be used in combination with Agreement and Enrollment/Registi:bEbri. ti,owever,.;a separate form must be s0mitted for each EnroilMontlRegistfation, wfien. more than oho is submMed on a sigfiature fafin, For the purposes of this f6mi, "Entity" oan,mOan the slgrting 1' ptjty; Gtiaorner, Enrolltd Affiliate, Government Partri , Institution, or- other party entering i.pto a Vol;tin$ Licensing program agreatnent. Primary and Notices contacts in this form will not apply to Enrollments or Registrations. This form applies to; 0 Agreement El Enroliment/Afflllate Registration Form Insert,primary entity name if inore than one Enrolirmeat/Registration Form is. sub.mItted Contact Information. Eachparty will notify the other in writing if any of the information 1Athe folio+uing contact information pages) changes, The asterisks (") Indicate regi aired fields, if the t nEity chaises iQ designate other bontact types, the sain6 required .fields nous( be cUtnpleteel for each section. By providing contact infonriation, entity consents to its use far purposes of administering the each. by Microsoft and other parties that help Worosoft administer this Enrollment. The personal. informat"san provided €n oonneatign with this agreement. +tiifi be used and Orotectad trccordlog to the privacy stateri1ont available at Vjr2s-[Acenslnq,rnlorosoft.com. 1� Additional notices contact. This contact receives all notices that are sent from Microsoft. No online access is granted to this individual. Name of Entity* County of Riverside Contact names; r=irst Melissa Last Etter Contact.OnOil* me€issa.etteru@7rivG9it.org •Street adclress`.345f} 1�3tir�5treet Gity" R1-verslde, Stata* C°F1 Postal code* 92601-38.62 Craiarrtty� US Phonal 959-955-7731 Fax 0 This contact Is a third'party (h it the Entity). Warning: This contact receives personally lden(fisble information of the Entity. 2. Software .Assurance manager. This contact will re0eive online permissions to manage Ilia. Software Assurance benefits tinder the Enrollment or Registration, Marne of Entity* Contact name*, First last Gontact emalt., Street address" City* State" Postal code' Country" Phone* Fax SupCont�ci[nfof nim{US)SLG[f NG)(Ooi2010) rage -t of 3 ❑ This contact Is a third Marty (not the Entity). Warning: This contact receives [Personally Identifiable information of the Enllty.. 3, Subscrlptlpns manager. This contact will assign MSDN, Expression, and TachNet PIUs Subscription licenses to the Individual subscribers under this Enrollment or Registration. Assignment of the .subscri.ptioii iicense.s Is medssary for access to any of.the onlino benefits, �kh as subscription downloads. This'contact will also manage any complimentary or additional media purchases rotated to t1ies6 subscriptlons. Name, of Entlty* Contact name". First Last Contact emaIr Street, HCl d ress* City* State* Postal code' country, Phone* Pax ❑ This contact is a third party (not the Entity) Information of the E=ntity. 4. Online Services manar. yor. Warning: This contact receives personally Identifiabla This contact will be provided online permissions to mahage the Online Services ordered imcler the Em bllmont or Registration. Name of Eptityk County of Rivemidd Contact llame*; f=irst Jenifer Last Rutherford Contact email* jenifer.rtitherford@rivcoit.org Street address" 345014th Street City* Riverside State* CA Postai code* 92501-3562 Country* UA Phone* 861-955.7785 Fax ❑ This contact is a third party (not the Entity). Warning: This contact receives personally identifiable information of the Entity. 5. OustoMer Support Manager (GS -MI ; This person is designated as. the Customer Support Manager (CSM) far sttppoit-related activities; Name of Fzntity* Contact name*, First Last Contact ornail* Street address* City* State' Postal code* Country* Phone* Fax ❑ This contact Is a third party (riot the Entity). information of the Entity. & Primary contact information: Warning: This contact receives personally idontillarble An individual from Inside the organization must serve as the primary contact. This cantaci.recetves 6N.111:e adminisirator permissions and may grant oniina. access to others. This contact also receives all notices tiniess Microsoft is provided written noticeof a change, NVIMo-of Entity* County of Riverside Contact name*: First Jim Last Smith SupContacllnfoForm(US)KG(ENG)(W20J4) Page 2 00 Contact,emoil* jim,&m1th@a rivcolt.orn troot address*'345014th Street City' Riverside State' CA Postal code* 92501-3802 Country*, US Phone` 951-0551000 Fax 7. Notices contact and online administrator information: This individual receives online administrator parmissioos and may grant online access: to others. This contact also receives all notices. 0 Sanie as primary contact Name of Entity' County of Riverside contact name*; First J,enifar. Last..130therford Con.tf►ot a. tnali*.Jenlfer.rutlierford c@rlvcait,Qrg .Street address* 3450 14th Street City' Riverside State CA Postal code* 92501-3802 Country*: US Phone* 951.955-7755 Fax Cl This contact Is a third party (not the Entity). Warning: This. contact receives personally identifiable information of the Entity, 8upConlacnnroForm(U�)8LG(ENG)(OG2M0) Page 3 of 3 NESE#: (MSU Tracking Number) D Microsoft Licensing, GP Document Summary Form * This is for Informational purposes only * ubsldia Country: LAR/LAD/ESA: 3-0000009076682 Amendments Do not modify the formatting or spacing of this Form above this text United States Account Manager Name /Alias: o�� 13111111111G�YdR�11(MSLI Scanning Code) ACCOUNT: County of Riverside I Outsourcer Name: Business Agreement Number: Master Agreement Number: OIE73970 Agreement Number: Purchase Order Number, Comments: Last Saved by Quinn Greenly 8!18/2016 3:48:02 PM 14/1212©05 Revision 3.9 Amendment to Contract Documents Enterprise Agreement Amendment 1D CTM GAMST11-051116 Volume Licensing This Enterprise Agreement Arnendment ("Amendmaot",) is entered into betv(een the: entities and as of the effective date itie€)lified in the Signature Form. The terms €1 id conditions iii this Ahie'rit!€iient. supersed-o any conflicting terms and conditions in the Agreement and Enrollment, The Agreer»e€1 is. herel)y a€nended by adding the follmyingg 1. Effective pate. The Effective Date of the.Agmdment.ls November 1, 2016. 2. Pricing, The following Is added to Section 2, antitlnd "How the Enlerprlse Program works," or the Enierpr€se Agreement; d' Priclog, {I� Pstafillshinrd Price Levels. Pike Level that Microsoft will charge ,Enrolled AftrlfaWs reseller will be Loves 0 fir ATure watered.4WWdos ordered under ally E'nrollmant. Enrolled Affiliates' Price Leval y411 be Level D rr bv4s 1.61 for all lrrltlal orders and subsegtrenr orders (e.g. "!"rue -ups, 3upplawonl6l Orders, Arnrrraf Ostlers) of all ofherProrfucts ordered under arryEilrollt7�Qrrt. {ii). Placing Orders through Reseller. Ordats turner an Enrolfinent will be ntado to Enrolled Affiliate's Reseller. Midrosoff wilt.ltrvofce the Reseller a600i-diaq to the ferries in the applicable Enrollment, Thrattghot►t t&i Agmetrrerif the term "ptfcea refers to reference price. Tiro Resellsr and the Earollod Afffilale will deiarmlrre the Enroifed Afflf Ws actual ptioo and payinant taints. Except for.charngps n1ade by this Amet)drr3ent, the AJreei)i6r t Identified above remains unchpnged and in fu1i-force and effect, If there is any conflic€ between any prevision iii tiiIs Amendment and ally provision In the Enrollment or Agreement identified above, !his Amendmont shall control, This amendment must be attached to a signature form to bo valid. Microsoft PivarsideGmMyM CTMster lviay2416. FINAL GTNt CTM. Ba AITendn*Mpp 0.1 CTM-OTH RD Pap i of 4 Microsoft Licensing, GP Document Summary Form * ihis !s for infarmatlonal purposes only M E#: (MSL[ 3-0000009076682 Tracking Number) Doc lylge- Signature Form aqt9iqAw Country: LAR/LAD/ESA: Do not modify the formatting or spacing of this Form above this text United States Account Manager Narne 1A&as: ACCOUNT: County of Riverside 7 Outsourcer Name: Business Agreement Number: Master Agreement Number: OIE73970 Agreement Number: Purchase Order Number: Comments: Last Saved by Quinn Greanly 8/1812096 3:48:02 PM 1 011 2/20 05 Revision 9,9 r Kcrosoft Volume Licemsirirg. Program Sicgn@hire Form MBB RV.Ammitier GAMSTR-051446 Agraerrtnnt number Nato, Enter the applicable active nviiibets associated with the documents bolow. tvlicrasoft requires the associated active number be indicated mere, or listed below as new. For the �Utr}1osbs of this Form, "Customai' can mean the a' tittg ©n(ity, 'Enrolled Affiliate, GoVer;irtt,ent Fanner, Institution,or o.lher party entering, nIt 10 Volume Itcensancd. ;pxAgrain a�roern�rit: This signature form arfc[ All contract dooUments-'ldentliied In the table below are enterer} unto between -ibot, otomer and the Microsoft Affiliate signing, a.m o%:.tha effective date identified NO*, r+ . CobtractUm or Enlerpfise Agreetrtent X20.42t75ti � <Choose A reertJent> <Choose A reement> <Choose A reernent> <Choose A reement> Y <Choose EnrollmenifRe istration> <Choose Enr(Ament/Reglstration> <Choose EnrollmentlFtec� Iatiorf> - <Choose EnrollmentfRe istralton> <Choose EnrollrnenVlRe istralicn> Ainendnient to Contract Doctiments CCTM.1NEW By sighing bglow. Customer al)d the Microsoft Affiliate agreo that both.partiea (1)have received, read atilt Understand the above corltraoi doeurnents,-rtictgdriteq any websites or do.OV fonts: $licorpofated by .refere'rice and arty amendtre€Jts and (2) agrse'fa tae tjctind by the tbrms°of all such -documents. Marne of EJt4 (must 13a fagnl entity r P intetl First -and fast Name* Frtnte d Ti tie �r�tiCfrt.,i t"� t'Yl P i1"'�'"' Stgnature:CJate° � /,r' 7 �.:��r �r Tax ICJ my of Riverside Progsar�tS"sgnForm(M£SSign}tNA,r atpm}ExBRA;lvfLl(ENG}{Aug2p1�) P606 1 of 2 optional 2" `c Customer ciJnatut'e or Qutsourcor slgnaturo (If app€Icablo) Nacho of Entity (niustbe legal entity nama)`� -Signaturo" Printer! FIrst-and Last Name" Printed Title Signature Date* Mame of Entity Imust: be legal entity naitl.q.}" s€pature" Prjnted Firand fast Name" prmtetl Title Slynaturo Date* It -Customer requires physical media, additional contacts,, or Is mportiirg multiple previous Enrollinents, iiiclude the appropriate form(s) with this signature form, After this signature force Is signed by the Customer, send It and the Contract Docuipents (o Customer's ctialifiel par[ner or Microsoft account. manager; who must subn)€t them to the. fdllovling address. When the s€gnalure form is fully executed by Microsoft, Cusfdmerwill receive a confirmation copy. Microsoft Corporailon Dept. 551, Volume Llcenainil 61.00 Nell Road, Btu ke 210 Reno, Nevada 99511-1137 USA PrQc3€amS€gnFonrt(MSSign)(NA,{ atAn }�k13i2/1,Ir61 l( NG}[Acfg2Q4) Paq..e Ufo ' Mvj Microsoft ago Program Signature Form MBAIMBSA number Agreement number 01E73970 Volume 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, "Gu.storner" can: mean the. signing entity; .Enrolled Affiliate, Government Partner, Institution, or other party entering `into a volume licensin: g e program' agreement. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below. Enterprise.Enrollment (Ind Product Selection Form 10634 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 * indicates required Microsoft Corporation Signature Printed First and Last Name Printed Title Signature Date (date Microsoft Affiliate countersigns) Agreement Effective Date (may be different than Microsoft's signature dale) ProgramSignForm (IMS Sign)(NA,LaIAm)ExB RA, MLl(FNG)(Aug2014) 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* * indicates required field If Customer requires physical media, additional contacts, or is reporting multiple previous Enroilments, 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 6100 Nell Road, Suite 210 Reno, Nevada 89511-1137 USA APMOVW �AS TO FMM .� ,. ,./� ,,f'�"e's � .. ProgramSignForm(MSSign)(NA,LatAm)EXBRA,MLI(ENG)(Atig2014) Page 2 of 2 IN.M... mollumol"Foo 00 N' Microsoft Enterprise Enrollment Enterprise Enrollment number 87031100 (Mlcrosoft to complete) Previous Enrollment number 7859281 (Reseller to complete) Volume Licensing State and Local Framework ID (if applicable) Thlis nrollmeht �llust :bi t#a h d to : i sigr a ur farm to b i valid This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature form. This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4) the. Product Terms, (5) the Online Services Terms, (6) any Supplemental Contact Information Form, Previous Agreement/Enrollment form, and other forms that may be required, and (7) any order submitted under this Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement. By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions of.the Enterprise Agreement. All terms used but not defined are located at httl)://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 pate 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 ?. Definitions. Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The fallowing 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)(Nov20l6) Page I of 10 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, Statell-ocal 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 (DIST) 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 ror 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)(Nov2016) Page 2 of 10 Documeot 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). (i I) Enterprise Online Services only. If no Enterprise Product is ordered, then Enrolled Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online Services. b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products. c. Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled Affiliate's use of that Product during that term. d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders. e. Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the United States. Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be submitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the Reseller based on those terms, Throughout this Agreement the term "price" refers to reference price. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. f. Adding Products. (i) Adding new Products not previously ordered. New Enterprise Products or Enterprise Online Services may be added at any time by contacting a Microsoft Account Manager or Reseller. New Additional Products, other than Online Services, may be used if an order is placed in the month the Product is first used. For Additional Products that are Online Services, an initial order for the Online Service is required prior to use. EA2016EnrGov(l}S)5LG(ENG)(Nov2016) Page, 3 of 10 Document X20-10634 (ii) Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products other than Online Services may be added at any time but must be included in the next true -up order, Additional Licenses for Online Services must be ordered prior to use, unless the Online Services are (1) identified as eligible for true -up in the Product Terms or (2) included as part of other Licenses. g. True -up requirements. Enrolled Affiliate must submit an annual true -up order that accounts for any changes since the initial order or last order. If there are no changes, then an update statement must be submitted instead of a true -up order. (1) Enterprise Products, For Enterprise Products, Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users (if ordering user -based Licenses) at the time the true -up order is placed and must order additional Licenses for all Qualified devices and Qualified Users that are not already covered by existing Licenses, including any Enterprise Online Services. (11) 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 meets or exceeds the. quantity of Qualified Devices and Qualified Users (if ordering user -based Licenses) identified on the Product Selection Form, and includes any additional Qualified devices and Qualified Users added in any prior true -up orders. Step-up Licenses do not count towards this total count. 2) For Enterprise Online Services that are not a part of an Enterprise -wide purchase, Licenses can be reduced as long as the initial order minimum requirements are maintained, 3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate's use of the applicable Subscription License will be cancelled. Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true -up order Enrollment anniversary date and effective as of such date. (v) Update statement. An update statement must be submitted instead of a true -up order if, since the initial order or last true -up order, Enrolled Affiliate's Enterprise: (1) has not changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) has not increased its usage of Additional Products, This update statement must be signed by Enrolled Affiliate's authorized representative. (vi) True -up order period. The true -up order or update statement must be received by Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The third - year true -up order or update statement is due within 30 days prior to the Expiration Date, and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate EA2016EnrGov(U S)SL G(EN G)(N ov201 6) page q of 10 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. (I i) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up initially by following the process described in the Section titled "Adding new Products not previously ordered," then for additional step-up Licenses, by following. the true -up order process. 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 ordered. j. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment as set forth in the Enterprise Agreement. 3. Pricing. a. Price Levels. For both the initial and any renewal term Enrolled Affiliate's Price Level for all Products ordered under this Enrollment will be Level "D" throughout the term of the Enrollment. b. Setting Prices. Enrolled Affiliate's prices for each product or Service will be established by its Reseller. Except for Onl€ne.5ervices designated in the Product Terms as being exempt from fixed pricing, As iong 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. 5. End of Enrollment term and termination. a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but has not previously submitted an order, except as otherwise provided in this Enrollment. EA2016EnrGov(uS)Sl_G(ENG)(Nov2016) Page 5 or 10 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. (i) Software Assurance, If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring a new License with Software Assurance. (ii) Online Services eligible for an Extended Term. For Online Services identified as eligible for an Extended Term in the Product Terms, the following options are available at the end of the Enrollment initial or renewal term. 1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment. An extended terra 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-ourrent 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 uninstalled and destroyed and Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request written certification to verify compliance. d. Termination for cause. Any termination for cause of this Enrollment will be subject to the "Termination for cause" section of the Agreement, In addition, it shall be a breach of this Enrollment. if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government Community Cloud Services fails to meet and maintain the conditions of membership in the definition of Community. e. Early termination. Any early termination of this Enrollment will be subject to the "Early Termination" Section of the Enterprise Agreement. For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid in advance for the period after termination. 6. Government Community Cloud. a. Community requirements. If Enrolled Affiliate purchases Government Community Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use Government Community Cloud Services solely in its capacity as a member of the Community and, for eligible Government Community Cloud Services, for the benefit of end users that are members of the Community. Use of Government Community Cloud Services by an entity that is not a member of the Community or to provide services to non -Community members is strictly EA2016EnrGov(US)SLG(ENG)(Nov2016) page 6 of 10 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: (i) Government Community Cloud Services will be offered only within the United States. (ii) Additional European Terms, as set forth in the Use Rights, will not apply. (ill) References to geographic areas in the Use Rights with respect:to the location of Customer Data at rest, as set forth in the Use Rights, refer only to the United States. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 7 of 10 Document X20.101634 Enrollment Details 1. Enrolled Affiliate's Enterprise. a. Identify which Agency Affiliates are included in the Enterprise, (Required) Enrolled Affiliate's Enterprise must consist of entire offices, bureaus, agencies, departments or other entities of Enrolled Affiliate, not partial offices, bureaus, agencies, or departments, or other partial entities. Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the Enterprise to include the largest number of Affiliates: Z Enrolled Affiliate only © Enrolled Affiliate and all Affiliates © Enrolled Affiliate and the following Affiliates) (Only identify specific affiliates to be included if fewer than all Affiliates are to be included in the Enterprise): 0 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. Sy.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 haps://www.microsoft.comllicensing(s ry ccecenter. 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 cede* 92701 -4058 - (For U.S. addresses, please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* (714) 647-5384 Tax ID * indicates required fields b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for the Volume licensing Service Center and may grant online access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies, including adding or reassigning Licenses and stepping -up prior to a true -up order. EA2016EnrGov(US)SLG(ENG)(Nov2016) Page 8 of 10 Document X20-10694 ❑ 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* jlentz@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 narne* SoftwareONE, Inc. Street address (PQ boxes will not be accepted)* 20875 Crossroads Circle, Suite 1 City* Waukesha State/Province* W Postal code* 53186-4093 Country* United States Contact name* MS* Admin Phone* 262-317-5555 Contact email address* ms-admin.us@softwareone.corn * 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(U5)SLG(ENG)(Nov2fl16) Page 9 of 10 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. (i) Additional notices contact (ii) Software Assurance manager (iii) Subscriptions manager (iv) Customer Support Manager (CSM) contact I Financing elections. Is a purchase under this Enrollment being financed through MS Financing? ❑ Yes, ® 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. EA206F=nrGcv(US)SLG(ENG)(Nov2016) mage 10 of 10 Document X20-10834 A v -0 n 0 rD n 3 M rD s � o c � � O v � � (D O v rD O q v (D to �• ° O � Ln w r+ D Al C r rD (D o rD RD ° 3 al rD o B C ,,+ 0 v EL CL C o ° C C 3 n� r D Ln M Q r+ rD m �3- rZ o C rt C rD rY =3 C) C v 3 n o M 0 a � � m m o Cl Ln o 00 C 0 • v v rD rD n � s Q rD rz -f O 3 7 LA n O m -M `( r r« rD CL 3 C (D fl% `C W N N O i- A N N in D M CD T o o C° 4 _n TT V mi rt r+ r+ A n V) LnN ro = D rD -I— q rt (31 W .n zi rL 1 F ol C N ° ai 57 ° b N rD Di 4 rD v -0 n 0 rD n 3 M rD s � o c � � O v � � (D O v rD O q v (D to �• ° O � Ln w r+ D Al C r rD (D o rD RD ° 3 al rD o B C ,,+ 0 v EL CL C o ° C C 3 n� r D Ln M Q r+ rD m �3- rZ o C rt C rD rY =3 C) C v 3 n o M 0 a � � m m o Cl Ln o 00 C 0 • v v rD rD n � s Q rD rz -f O 3 7 LA n O m -M `( r r« rD CL 3 C (D fl% `C W N N O i- A N N in D M CD T m �'v'�sfw:lc�soft Program Signature F'or'm A-2017-004 VOlUrne Licensing MBNMBSA number Agreement number 01E73970 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 Afflute, Government Partner, Institution, or other party entering into a volume licensing program agreement; This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signinq, as of the effective date identified below. By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents, Name of Entit ust be legal Signature*-�- Printed First and Last Name* Printed Title Signature Date* Tax ID * indicates Signature of Printed First and Last Name Gerardo Mouet, Printed Title Acting City Manager Signature Date (dale Microsoft Affiliate countersigns) Agreement Effective Date (may be different than Microsoft's signature date) ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Aug2014) Ana GERARDO MOUET Acting City Manager A.--, --,� l 11�,ti MARIA D. HUIZAR CLERK OF THE COUNCIL Page t of 2 Optional 2ntl 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 6100 Neil Road, Suite 210 Reno, Nevada 89511-1137 USA AMROVW AS TO PORM Jtl4tt M. PoRk � ts AWnii ProgramSign Form(MSSig n)(NA.UtAm)EX BRA, Mt. I(ENG)(Aug201A) Page 2 of 2