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HomeMy WebLinkAbout25-211 Microsoft Enterprise Agreement procurement via DellMicrosoft Program Signature Form MBA/MBSA number Agreement number 8084445 Volume Licensing AM D000470944 Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new. For the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below. By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. Name of Entity (must be legal entity name)* City of Cupertino i� Signature* Printed First and Last Name* Teri Gerhardt Printed Title CTo Signature Date* 12/16/2025 Tax ID * indicates required field Approved as to Form 71k16.aa) a Michael Woo, Senior Assistant City Attorney Attest 12/16/202E Kirsten Squarcia, City Clerk Date Program Sign Form(MSSign)(NA,LatAm)ExB RA, MLI(ENG)(May202O) Page 1 of 2 Document X20-12883 Optional 2nd Customer signature or Outsourcer signature (if applicable) Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* * indicates required field Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* * indicates required field If Customer requires additional contacts or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form. After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy. Microsoft Corporation Dept. 551, Volume Licensing 6880 Sierra Center Parkway Reno, Nevada 89511 USA ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020) Page 2 of 2 Document X20-12883 M Microsoft Enterprise Enrollment Enterprise Enrollment number g$537453 (Microsoft to complete) Previous Enrollment number 53381734 (Reseller to complete) Framework ID (if applicable) State and Local This Enrollment must be attached to a signature form to be valid. This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature form. This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4) the Product Terms, (5) the Microsoft Products and Services Data Protection Addendum, (6) any Supplemental Contact Information Form, Previous Agreement/Enrollment form, and other forms that may be required, and (7) any order submitted under this Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement. By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement. All terms used but not defined are located at http://www.microsoft.com/licensing/contracts. In the event of any conflict the terms of this Agreement control. Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates. If this Enrollment is renewed, the effective date of the renewal term will be the day after the Expiration Date of the initial term. Otherwise, the effective date will be the date this Enrollment is accepted by Microsoft. Any reference to "anniversary date" refers to the anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in effect. Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months from the effective date of the initial term. The renewal term will expire 36 full calendar months after the effective date of the renewal term. Terms and Conditions 1. Definitions. Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The following definitions are used in this Enrollment: "Additional Product" means any Product identified as such in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. "Community" means the community consisting of one or more of the following: (1) a Government, (2) an Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a Government or a qualified member of the Community, or (3) a Customer with Customer Data that is subject to Government regulations for which Customer determines and Microsoft agrees that the use of Government Community Cloud Services is appropriate to meet Customer's regulatory requirements. EA20261EnrGov(US)SLG(ENG)(Aug2025) Page 1 of 10 Document X20-10637 Membership in the Community is ultimately at Microsoft's discretion, which may vary by Government Community Cloud Service. "Enterprise Online Service" means any Online Service designated as an Enterprise Online Service in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services, except as noted. "Enterprise Product" means any Desktop Platform Product that Microsoft designates as an Enterprise Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products must be licensed for all Qualified Devices and Qualified Users on an Enterprise -wide basis under this program. "Expiration Date" means the date upon which the Enrollment expires. "Federal Agency" means a bureau, office, agency, department or other entity of the United States Government. "Government" means a Federal Agency, 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. EA20261EnrGov(US)SLG(ENG)(Aug2025) Page 2 of 10 Document X20-10637 "State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state's jurisdiction and geographic boundaries. "Tribal Entity" means a federally recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe. "Use Rights" means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site and updated from time to time. The Use Rights include the Product -Specific License Terms, the License Model terms, the Universal License Terms, the Data Protection Terms, and the Other Legal Terms. The Use Rights supersede the terms of any end user license agreement (on -screen or otherwise) that accompanies a Product. "Volume Licensing Site" means http://www.microsoft.com/licensing/contracts or a successor site. 2. Order requirements. a. Minimum order requirements. Enrolled Affiliate's Enterprise must have a minimum of 250 Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for Enterprise Products or Enterprise Online Services. (i) Enterprise commitment. Enrolled Affiliate must order enough Licenses to cover all Qualified Users or Qualified Devices, depending on the License Type, with one or more Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise Online Services (as long as all Qualified Devices not covered by a License are only used by users covered with a user License). (ii) Enterprise Online Services only. If no Enterprise Product is ordered, then Enrolled Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online Services. b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products. c. Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled Affiliate's use of that Product during that term. d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders. e. Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the United States. Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be submitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the Reseller based on those terms. Throughout this Agreement the term "price" refers to reference price. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. f. Adding Products. (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. EA20261EnrGov(US)SLG(ENG)(Aug2025) Page 3 of 10 Document X20-10637 (ii) Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products other than Online Services may be added at any time but must be included in the next true -up order. Additional Licenses for Online Services must be ordered prior to use, unless the Online Services are (1) identified as eligible for true -up in the Product Terms or (2) included as part of other Licenses. g. True -up requirements. Enrolled Affiliate must submit an annual true -up order that accounts for any changes since the initial order or last order. If there are no changes, then an update statement must be submitted instead of a true -up order. (i) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users (if ordering user -based Licenses) at the time the true -up order is placed and must order additional Licenses for all Qualified Devices and Qualified Users that are not already covered by existing Licenses, including any Enterprise Online Services. (ii) Additional Products. For Additional Products that have been previously ordered under this Enrollment, Enrolled Affiliate must determine the maximum number of Additional Products used since the latter of the initial order, the last true -up order, or the prior anniversary date and submit a true -up order that accounts for any increase. (iii) Online Services. For Online Services identified as eligible for true -up in the Product Terms, Enrolled Affiliate may place a reservation order for the additional Licenses prior to use and payment may be deferred until the next true -up order. Microsoft will provide a report of Reserved Licenses ordered but not yet invoiced to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retrospectively to the month in which they were ordered. (iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses at the Enrollment anniversary date on a prospective basis if permitted in the Product Terms, as follows: 1) For Subscription Licenses that are part of an Enterprise -wide purchase, Licenses may be reduced as long as (a) the initial order minimum requirements are maintained and (b) the total quantity of Licenses and Software Assurance for an applicable group meets or exceeds the quantity of Qualified Devices and Qualified Users (if ordering user -based Licenses) identified on the Product Selection Form, and includes any additional Qualified Devices and Qualified Users added in any prior true -up orders. Step-up Licenses do not count towards this total count. 2) For Enterprise Online Services in a given Product pool that are not a part of an Enterprise -wide purchase, Licenses can be reduced as long as (a) the initial order minimum requirements are maintained and (b) all then -active users of each Online Service are included the total quantity of Licenses remaining after the reduction. An Enrolled Affiliate may reduce Licenses for Online Services on or before the Enrollment anniversary date and place a reservation order for such licenses within 90 days after the anniversary date; however, any licenses ordered as described in this section will be invoiced to the Enrolled Affiliate for the time period the licenses were made available. Subscription Licenses ordered upfront may not be reduced. 3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate's use of the applicable Subscription License will be cancelled. Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true -up order Enrollment anniversary date and effective as of such date. (v) Update statement. An update statement must be submitted instead of a true -up order if, since the initial order or last true -up order, Enrolled Affiliate's Enterprise: (1) has not changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) has not increased its usage of Additional EA20261 EnrGov(US)SLG(ENG)(Aug2025) Page 4 of 10 Document X20-10637 Products. This update statement must be signed by Enrolled Affiliate's authorized representative. (vi) True -up order period. The true -up order or update statement must be received by Microsoft between 60 and 30 days prior to each Enrollment anniversary date. The last true -up order or update statement during an Enrollment term is due within 30 days prior to the Expiration Date, and any license reservations within this 30-day period will not be accepted. Enrolled Affiliate may submit true -up orders more often to account for increases in Product usage, but an annual true -up order or update statement must still be submitted during the annual order period. (vii)Late true -up order. If the true -up order or update statement is not received when due, Microsoft may invoice Reseller for all Reserved Licenses not previously invoiced and Subscription License reductions cannot be reported until the following Enrollment anniversary date (or at Enrollment renewal, as applicable). h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate may step-up to a higher edition or suite as follows: (i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true -up process. (ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up initially by following the process described in the Section titled "Adding new Products not previously ordered," then for additional step-up Licenses, by following the true -up order process. 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. Unless otherwise expressly agreed to by the parties and except for Online Services designated in the Product Terms as being exempt from fixed pricing, Enrolled Affiliate's prices for each Product or Service will be established by its Reseller. As long as Enrolled Affiliate continues to qualify for the same price level, Microsoft's prices for Resellers for each Product or Service ordered will be fixed throughout the applicable initial or renewal Enrollment term. Microsoft's prices to Resellers are reestablished at the beginning of the renewal term. 4. Payment terms. For the initial or renewal order, Microsoft will invoice Enrolled Affiliate's Reseller in three equal annual installments. The first installment will be invoiced upon Microsoft's acceptance of this Enrollment and remaining installments will be invoiced on each subsequent Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses. EA20261EnrGov(US)SLG(ENG)(Aug2025) Page 5 of 10 Document X20-10637 5. End of Enrollment term and termination. a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but has not previously submitted an order, except as otherwise provided in this Enrollment. b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate may request to renew Products and Services under this Enrollment for one additional 36-month term. Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements or Enrollments in order to renew. In order for a renewal request to be considered, Microsoft must receive a Renewal Form, Product Selection Form, and renewal request prior to or at the Expiration Date. Microsoft will review a renewal request made under this section in good faith and may accept or reject such request in its sole discretion. c. If Enrolled Affiliate elects not to renew. Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring a new License with Software Assurance. (ii) Online Services eligible for an Extended Term. For Online Services identified as eligible for an Extended Term in the Product Terms, the following options are available at the end of the Enrollment initial or renewal term. 1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment. An extended term option that allows Online Services to continue month -to -month ("Extended Term") is available. During the Extended Term, Online Services will be invoiced monthly at the then -current published price as of the Expiration Date plus a 3% administrative fee for up to one year. If Enrolled Affiliate wants an Extended Term, Enrolled Affiliate must submit a request to Microsoft at least 30 days prior to the Expiration Date. 2) Cancellation during Extended Term. At any time during the first twelve months of the Extended Term, Enrolled Affiliate may terminate the Extended Term by submitting a notice of cancellation to Microsoft for each Online Service. Thereafter, Microsoft may condition the continued use of each Online Service on the acceptance of new terms by the Enrolled Affiliate. Enrolled Affiliate will be notified in writing of any new terms at least 60 days before any such changes take effect. Enrolled Affiliate acknowledges and agrees that after the notice described in this section, its continued use of each Online Service after the effective date provided in the notice will constitute its acceptance of the new terms. If Enrolled Affiliate does not agree to the new terms, it must stop using the Online Services and terminate the Extended Term as provided in this section. Enrolled Affiliate's termination under this section will be effective at the end of the month following 30 days after Microsoft has received the notice. (III) Subscription Licenses and Online Services not eligible for an Extended Term. H Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as of the Expiration Date. Any associated media must be uninstalled and destroyed and Enrolled Affiliate's Enterprise must discontinue use. Microsoft may request written certification to verify compliance. d. Termination for cause. Any termination for cause of this Enrollment will be subject to the "Termination for cause" section of the Agreement. In addition, it shall be a breach of this Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government Community Cloud Services fails to meet and maintain the conditions of membership in the definition of Community. e. Early termination. Any early termination of this Enrollment will be subject to the "Early Termination" Section of the Enterprise Agreement. EA20261EnrGov(US)SLG(ENG)(Aug2025) Page 6 of 10 Document X20-10637 For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid in advance for the period after termination. 6. Government Community Cloud. a. Community requirements. If Enrolled Affiliate purchases Government Community Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and agrees to use Government Community Cloud Services solely in its capacity as a member of the Community and, for eligible Government Community Cloud Services, for the benefit of end users that are members of the Community. Use of Government Community Cloud Services by an entity that is not a member of the Community or to provide services to non -Community members is strictly prohibited and could result in termination of Enrolled Affiliate's license(s) for Government Community Cloud Services without notice. Enrolled Affiliate acknowledges that only Community members may use Government Community Cloud Services. b. All terms and conditions applicable to non -Government Community Cloud Services also apply to their corresponding Government Community Cloud Services, except as otherwise noted in the Use Rights, Product Terms, and this Enrollment. 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. (ii) Additional European Terms, as set forth in the Use Rights, will not apply. (III) References to geographic areas in the Use Rights with respect to the location of Customer Data at rest, as set forth in the Use Rights, refer only to the United States. EA20261EnrGov(US)SLG(ENG)(Aug2025) Page 7 of 10 Document X20-10637 Enrollment Details 1. Enrolled Affiliate's Enterprise. Make an election for including Affiliates in the Enterprise (Required). Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the Enterprise to include the largest number of Affiliates: 0 Enrolled Affiliate only. ❑ All Affiliates. All Affiliates of Enrolled Affiliate are hereby included in the Enterprise. Enrolled Affiliate represents that its Affiliates are entire offices, bureaus, agencies, departments, or other entities, not partial offices, bureaus, agencies, or departments, or other partial entities. Enrolled Affiliate may order Products for use by its Affiliates. If it does, the licenses granted to Enrolled Affiliate under this Enrollment will apply to such Affiliates, but Enrolled Affiliate will have the sole right to enforce the Agreement and this Enrollment against Microsoft. Enrolled Affiliate will remain responsible for all obligations under this Enrollment and for its Affiliates' compliance with this Enrollment. ❑ Enrolled Affiliate including. Only the Enrolled Affiliate and the Affiliates listed below will be included in the Enterprise. Enrolled Affiliate represents that its Affiliates are entire offices, bureaus, agencies, departments, or other entities, not partial offices, bureaus, agencies, or departments, or other partial entities. Enrolled Affiliate may order Products for use by its Affiliates. If it does, the licenses granted to Enrolled Affiliate under this Enrollment will apply to such Affiliates, but Enrolled Affiliate will have the sole right to enforce the Agreement and this Enrollment against Microsoft. Enrolled Affiliate will remain responsible for all obligations under this Enrollment and for its Affiliates' compliance with this Enrollment. The following Affiliates are included in the Enterprise: Notwithstanding anything to the contrary in the Agreement, the parties acknowledge and agree to the following: Products ordered under this Enrollment may be subject to U.S. and other countries' export jurisdictions. Each party will comply with all laws and regulations applicable to the import or export of the Products, including, without limitation, trade laws of the U.S., EU, and UK, such as the U.S. Export Administration Regulations, sanctions regulations administered by the U.S. Office of Foreign Assets Control, the EU Dual Use Regulation 2021/821, and/or other end -user, end use, and destination restrictions ("Trade Laws"). Customer will not, and will ensure its Affiliates will not, take any action that causes Microsoft to violate applicable Trade Laws. Microsoft may suspend or terminate this Enrollment immediately without notice to the extent that Microsoft reasonably believes that performance would cause it to violate Trade Laws or put it at risk of becoming subject to sanctions and penalties under such laws. Customer remains responsible for its and for its Affiliates' compliance with this section and, to the extent applicable, a Regional Trade Compliance Supplemental Terms incorporated herein by reference. 2. Contact information. Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks (*) indicate required fields. By providing contact information, Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at https://Drivacy.microsoft.com/privacyst tement. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate's Enterprise. This contact may also be an Online Administrator for Volume Licensing EA20261EnrGov(US)SLG(ENG)(Aug2025) Page 8 of 10 Document X20-10637 in the Microsoft 365 Admin Center (MAC)and may grant online access to others. The primary contact will be the default contact for all purposes unless separate contacts are identified for specific purposes Name of entity (must be legal entity name)* City of Cupertino Contact name: First* Tommy Middle Last* Yu Contact email address* TommyY@cupertino.org Street address* 10300 Torre Avenue City* Cupertino State* CA Postal code* 95014-3202- (Please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States ?IS6 Phone* 408-777-3189 Tax ID _ Work or School (WSA) Account ID * indicates required fields b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for Volume Licensing in the Microsoft 365 Admin Center (MAC)and may grant online access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies, including adding or reassigning Licenses and stepping -up prior to a true -up order. ❑ Same as primary contact (default if no information is provided below, even if the box is not checked). Contact name: First* Tommy Middle Last* Yu Contact email address* TommyY@cupertino.org Street address* 10300 Torre Avenue City* Cupertino State* CA Postal code* 95014-3202- (Please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* 408-777-3189 Work or School (WSA) Account ID 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* Tommy Middle Last* Yu Contact email address* TommyY@cupertino.org Phone* 408-777-3189 Work or School (WSA) Account ID ❑ This contact is from a third party organization (not the entity). Warning: This contact receives personally identifiable information of the entity. * indicates required fields EA20261EnrGov(US)SLG(ENG)(Aug2025) Page 9 of 10 Document X20-10637 d. Reseller information. Reseller contact for this Enrollment is: Reseller company name* Dell Inc. Street address (PO boxes will not be accepted)* One Dell Way City* Round Rock State* TX Postal code* 78682 Country* United States Contact name* Government ContractAdmin* Phone* 847-465-3700 Contact email address* US_MS_VL_Admin@Dell.com * indicates required fields By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct. Signature* Printed namL* Jordan 0 Printed title* Sr. Analyst Date* 11 /7/2025 * 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 other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. e. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental Contact Information form. Otherwise, the notices contact and Online Administrator remains the default. (i) Additional notices contact (ii) Software Assurance manager (iii) Subscriptions manager (iv) Customer Support Manager (CSM) contact 3. Financing elections. Is a purchase under this Enrollment being financed through MS Financing? ❑ Yes, ❑x 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. EA20261 EnrGov(US)SLG(ENG)(Aug2025) Page 10 of 10 Document X20-10637 Enterprise Enrollment Product Selection Form Proposal ID 3097608.004 Language: English (United States) Microsoft I Volume Licensing Enrollment Number Enrolled Affiliate's Enterprise Products and Enterprise Online Services summary for the initial order: Profile Qualified Devices Qualified Users Device / User Ratio CAL Licensing Model Enterprise 379 379 1.0 User Licenses IL Products Enterprise Quantity Office 365 Plans 0365 E1 115 0365 E3 FromSA Renewal 248 0365 E3 2 0365 E5 14 Client Access License (CAL) Core CAL Bridge for Office 365 97 Core CAL Bridge 0365 FSA Renewal 282 Enrolled Affiliate's Product Quantities: Price Group 1 2 3 4 Enterprise Products Office Professional Plus + M365 Apps for Client Access License + Client Access License + Win E3 + Win E5 + Win Enterprise + Office 365 (Plans E3 and E5) Office 365 (Plans El, E3 Windows Intune+ EMS VDA+ Microsoft 365 + Microsoft 365 Enterprise and E5)+ Microsoft 365 USL+ Microsoft 365 Enterprise Enterprise Enterprise Quantity 264 379 0 0 Enrolled Affiliate's Price Level: Product Offering / Pool7qm Price Level Enterprise Products and Enterprise Online Services USLs: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Groups 1 through 4. D Additional Product Application Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 1. D Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Group 2 or 3. D Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 4. D EA-EASProdSelForm(W W)(ENG) CTM Page 1 of 2 MS Quote Enterprise Enrollment Product Selection Form Microsoft I Volume Licensing :UnIthe indicated in the associated contract documents, the price level for each Product offering /pool is set as described above, based upon the quantityto price level : Quantity of Licenses and Software Assurance Price Level 2,399 and below A 2,400 to 5,999 B 6,000 to 14,999 C 15,000 and above D Note 1: In the following countries, any direct Enrollment consisting of only Enterprise Online Services will not be eligible for the Renewal option described in Section S.b. of the Enrollment or for a new Enrollment due to program changes: Argentina, Australia, Austria, Belgium, Canada, Chile, Cyprus, Denmark, Finland, France, Germany, Greece, Iceland, Ireland, Jamaica, Italy, Lichtenstein, Luxemburg, Malta, Netherlands, Norway, Portugal, Puerto Rico, South Africa, Spain, Sweden, Switzerland, Trinidad & Tobago, United Kingdom, United States, and Uruguay. Note 2: Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these may be purchased. Note 3: Unless otherwise indicated in the associated Agreement documents, the CAL selection must be the same across the Enterprise for each Profile. Note 4: Unless otherwise indicated in associated Agreement documents, the CAL selection must be the same across the Enterprise for each Profile. Note 5: If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price level for Additional Products in the same pool will be price level "A" throughout the term of the Enrollment. Refer to the Qualifying Government Entity Addendum pricing provision for more details on price leveling. Note 6: Bridge CAL, Office 365 Plan E3 Add Ons, EMS Add Ons, Windows Ent SA Per User Add Ons, and Enterprise Cloud Suite Add On quantities are not included for Price Leveling, as License quantities are determined by the corresponding Enterprise Online Service(s). EA-EASProdSelForm(W W)(ENG) CTM Page 2 of 2 MS Quote 00 Microsoft Amendment to Contract Documents Enrollment Number Volume Licensing AMD000470944 This amendment ("Amendment") is entered into between the parties identified on the attached program signature form. It amends the Enrollment or Agreement identified above. All terms used but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement. Enterprise Enrollment Invoice for Quoted Price Amendment ID M97 The price quoted to Enrolled Affiliate is a fixed price based on an estimated order submission date. Microsoft will invoice Enrolled Affiliate based on this fixed price quote. If this order is submitted later than the estimated order submission date, Enrolled Affiliate will be charged for net new Monthly Subscriptions (including Online Services) for the period during which these services were not provided. For Indirect models, Pricing to Enrolled Affiliate is agreed between Enrolled Affiliate and Enrolled Affiliate's Reseller. SKU Number SKU Description Existing Quantity Incremental quantities T6A-00024 0365 E1 Sub Per Use 115 0 0365 E3 FSA Renewal AAA-10758 Sub Per User 248 0 AAA-10842 0365 E3 Sub Per User 2 0 SY9-00004 0365 E5 Sub Per User 14 0 7LS-00002 Planner & Project P3 Sub 3 0 Per User SEJ-00002 Power Apps Premium 2 0 Sub Per User NK4-00002 Power BI Pro Sub Per 1 1 User NYG-00001 Teams AC with Dial Out 364 1 US/CA Sub Add -on AAA-12416 CCAL Bridge 0365 FSA 282 0 Renewal Sub Per User AAA-12414 CCAL Bridge 0365 Sub 96 1 Per User 831-00001 M365 Copilot Sub Add- 5 0 on 104-00001 Power Automate 0 7 Premium Sub Per User 6E6-00003 Entra ID P2 Sub Per 3 0 User VL Central Amendments M97 Blue Page 1 of 2 Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and any provision in the Enrollment or Agreement identified above, this Amendment shall control. This Amendment must be attached to a signature form to be valid. Microsoft Internal Use Only: F"(M97)EnrAmend(Ind)(InvoiceforQuotedPrice) M97 Blue WW ENG Dec2024 IU .docx" VL Central Amendments M97 Blue Page 2 of 2 ® Microsoft Volume Licensing Previous Enrol Iment(s)/Agreement(s) Form Entity Name: City of Cupertino Contract that this form is attached to: State Local Government For the purposes of this form, "entity" can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. Please provide a description of the previous Enrollment(s), Agreement(s), Purchasing Account(s), and/or Affiliate Registration(s) being renewed or consolidated into the new contract identified above. a. Entity may select below any previous contract(s) from which to transfer MSDN subscribers to this new contract. Entity shall ensure that each MSDN subscriber transferred is either properly licensed under the new contract or is removed. b. Entity may select below only one previous contract from which to transfer the Software Assurance (SA) Benefit contact details, i.e., benefits contact (not the SA manager) and the program codes, to this new contract. c. An Open License cannot be used to transfer either the SA Benefit details or MSDN subscribers. d. The date of the earliest expiring Enrollment/Agreement that contains SA or Online Services will be the effective date of the new contract (or SA coverage period for Select Plus). e. Please insert the number of the earliest expiring Enrollment/Agreement with SA or Online Services in the appropriate fields of the new contract. PrevEnrAgrForm(WW)(ENG)(Oct2019) Page 1 of 1 Document X20-12873 �� Microsoft Enterprise Agreement State and Local Not for Use with Microsoft Business Agreement or Microsoft Business and Services 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 into under this Agreement or the date Microsoft accepts this Agreement, whichever is earlier. This Agreement consists of (1) these Agreement terms 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) any Affiliate Enrollment entered into under this Agreement, and (4) any order submitted under this Agreement. Please note: Documents referenced in this Agreement but not attached to the signature form may be found at http://www.microsoft.com/licensing/contracts and are incorporated in this Agreement by reference, including the Product Terms and Use Rights. These documents may contain additional terms and conditions for Products licensed under this Agreement and may be changed from time to time. Customer should review such documents carefully, both at the time of signing and periodically thereafter, and fully understand all terms and conditions 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 Customer, or which supervises Customer or of which Customer is a part, or which is under common supervision with Customer; (ii) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state jurisdiction and geographic boundaries; and (ill) any other entity in Customer's state expressly authorized by the laws of Customer's state to purchase under state contracts; provided that a state and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates; and b. with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is under common ownership with Microsoft. "Customer" means the legal entity that has entered into this Agreement with Microsoft. "Customer Data" 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 Online Services. "day" means a calendar day, except for references that specify "business day". "Enrolled Affiliate" means an entity, either Customer or any one of Customer's Affiliates that has entered into an Enrollment under this Agreement. EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 1 of 11 Document X20-10211 "Enrollment" means the document that an Enrolled Affiliate submits under this Agreement to place orders for Products. "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 Product fixes, modifications or enhancements, 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 Online Services will be considered Subscription Licenses. "Microsoft" means the Microsoft Affiliate that has entered into this Agreement or an Enrollment and its Affiliates, as appropriate. "Online Services" means the Microsoft -hosted services identified as Online Services in the Product Terms. "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 versions. "Product Terms" means the document that provides information about Microsoft Products and Professional Services available through volume licensing. The Product Terms document is published on the Volume Licensing Site and is updated from time to time. "SLA" means Service Level Agreement, which specifies the minimum service level for Online Services and is published on the 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 as further described in the Product Terms. "Trade Secret" means information that is not generally known or readily ascertainable to the public, has economic value as a result, and has been subject to reasonable steps under the circumstances to maintain its secrecy. "use" or "run" means to copy, install, use, access, display, run or otherwise interact. "Use Rights" means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site and updated from time to time. The Use Rights include the Product -Specific License Terms, the License Model terms, the Universal License Terms, the Data Protection Terms, and the Other Legal Terms. The Use Rights supersede the terms of any end user license agreement (on -screen or otherwise) that accompanies a Product. "Volume Licensing Site" means http://www.microsoft.com/licensing/contracts or a successor site. 2. How the Enterprise program works. a. General. The Enterprise program consists of the terms and conditions on which an Enrolled Affiliate may acquire Product Licenses. Under the Enterprise program, Customer and its Affiliates may order Licenses for Products by entering into Enrollments. b. Enrollments. The Enterprise program gives Customer and/or its Affiliates the 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 terms of this Agreement incorporated by reference in that Enrollment. EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 2 of 11 Document X20-10211 c. Licenses. The types of Licenses available are (1) Licenses obtained under Software Assurance (L&SA), and (2) Subscription Licenses. These License types, as well 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-out option, which is available for some Subscription Licenses. Except as otherwise noted in the applicable Enrollment or Use Rights, all other Licenses become perpetual only when all payments for that License have been made and the initial Enrollment term has expired. c. Applicable Use Rights. The latest Use Rights as updated from time to time, apply to the use of all Products, subject to the following exceptions. (i) For products with metered usage -based pricing (e.g. metered Microsoft Azure Services) Material adverse changes published after the start of a calendar month will apply beginning the following month. (i i) For Versioned Software. Material adverse changes published after the date a Product is first licensed will not apply to any licenses for that Product acquired during the applicable Enrollment term unless the changes are published with the release of a new version and Customer chooses to update to that version. Renewal of Software Assurance does not change which Use Rights apply to perpetual Licenses acquired during a previous term or Enrollment (iii) For all other Products (e.g. Office 365 services). Material adverse changes published after the start of the subscription term will not apply to any licenses for that Product acquired during the applicable Enrollment term. (iv) For use rights granted through Software Assurance. Material adverse changes published after the date a Product is first licensed will not apply to any licenses for that Product during the applicable enrollment term unless the changes are published with the release of a new version and Customer chooses to update to that version. 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. For Licenses acquired in the current Enrollment term, the Use Rights for the current version apply to the use of the earlier version. If the earlier Product version includes features that are not in the 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 must order and maintain continuous Software Assurance coverage for each License ordered. With Software Assurance coverage, Enterprise automatically 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 use the new version immediately. (i) Except as otherwise permitted under an Enrollment, use of the new 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 new version will also be perpetual. Perpetual Licenses EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 3 of 11 Document X20-10211 obtained through Software Assurance replace any perpetual Licenses for the earlier version. f. License confirmation. This Agreement, the applicable Enrollment, Enrolled Affiliate's order confirmation, and any documentation evidencing transfers of perpetual Licenses, together with proof of payment, will be Enrolled Affiliate's evidence of all Licenses obtained under an Enrollment. g. Reorganizations, consolidations and privatizations. If the number of Licenses covered by an Enrollment changes by more than ten percent as a result of (1) a reorganization, 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 a merger with a third party that has an existing agreement or Enrollment, Microsoft will work with Enrolled Affiliate in good faith to determine how to accommodate its changed circumstances in the context of this Agreement. 4. Making copies of Products and re -imaging rights. General. Enrolled Affiliate may make as many copies of Products, as it needs to distribute them within the Enterprise. Copies must be true and complete (including copyright and trademark notices) from master copies obtained from a Microsoft approved fulfillment source. Enrolled Affiliate may use a third party to make these copies, but Enrolled Affiliate agrees it will be responsible for any third party's actions. Enrolled Affiliate agrees to make reasonable efforts to notify its employees, agents, and any other individuals who use the Products that the Products are licensed from Microsoft and subject to the terms of this Agreement. b. Copies for training/evaluation and back-up. For all Products other than Online Services, Enrolled Affiliate may: (1) use up to 20 complimentary copies of any licensed Product in a dedicated training facility on its premises for purposes of training on that particular Product, (2) use 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 archival purposes for each of its distinct geographic locations. Trials for Online Services may be available if specified in the Use Rights. c. Right to re -image. In certain cases, re -imaging is permitted using the Product media. If the Microsoft Product is licensed (1) from an original equipment manufacturer (OEM), (2) as a full packaged Product through a retail 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 conditional upon the following: (i) Separate Licenses must be acquired from the separate source for each Product that is re - imaged. (ii) The Product, language, version, and components of the copies made must be identical to the Product, language, version, and all components of the copies they replace, and the number of copies or instances of the re -imaged Product permitted remains the same. (iii) Except for copies of an operating system and copies of Products licensed under another Microsoft program, the Product type (e.g., Upgrade or full License) re -imaged must be identical to the Product type licensed from the separate source. (iv) Enrolled Affiliate must adhere to any Product -specific 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. EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 4 of 11 Document X20-10211 5. Transferring and reassigning Licenses. a. License transfers. License transfers are not permitted, except that Customer or an Enrolled Affiliate may transfer only fully paid perpetual Licenses to: (i) an Affiliate, or (ii) a third party solely in connection with the transfer of hardware or employees to whom the Licenses have been assigned as part of (1) a privatization of an Affiliate or agency or of an operating division of Enrolled Affiliate or an Affiliate, (2) a reorganization, or (3) a consolidation. Upon such transfer, Customer or Enrolled Affiliate must uninstall 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 http://www.microsoft.com/licensing/contracts and sending the completed form to Microsoft before the License transfer. No License transfer will be valid unless Enrolled Affiliate provides to the transferee, and the transferee accepts in writing, documents sufficient to enable the transferee to ascertain the scope, purpose and limitations of the rights granted by Microsoft under the licenses being transferred (includingthe applicable Use Rights, use and transfer restrictions, warranties and limitations of liability). Any License transfer not made in compliance with this section will be void. c. Internal Assignment 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 the Use Rights. 6. Term and termination. a. Term. The term of this Agreement will remain in effect unless terminated by either party as described below. Each Enrollment will have the term provided in that Enrollment. b. Termination without cause. Either party may terminate this Agreement, without cause, upon 60 days' written notice. In the event of termination, new Enrollments will not be accepted, but any existing Enrollment will continue for the term of such Enrollment and will continue to be governed by this Agreement. c. Mid-term termination for non -appropriation of Funds. Enrolled Affiliate may terminate this 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 limiting 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 not curable 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 breach. If Microsoft gives such notice to an Enrolled Affiliate, Microsoft 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 with Customer's help, within a reasonable period of time, 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 Enrollment as a result of a breach by Microsoft, or if Microsoft terminates an Enrollment because Enrolled Affiliate ceases to be Customer's Affiliate, then Enrolled Affiliate will have the early termination rights described in the Enrollment. EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 5 of 11 Document X20-10211 e. Early termination. If (1) an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrolled Affiliate has ceased to be an Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enrollment for non - appropriation of funds, or (4) Microsoft terminates an Enrollment for non-payment due to non - appropriation of funds, then the Enrolled Affiliate will have the following options: (i) It may immediately pay the total remaining amount due, including all installments, in which case, the Enrolled Affiliate will have perpetual rights for all Licenses it has ordered; or (i i) It may pay only amounts due as of the termination date, 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 amounts due (paid and payable) if the early termination had not occurred. (iii) In the case of early termination under subscription Enrollments, Enrolled Affiliate will have the following options: 1) For eligible Products, Enrolled Affiliate may obtain perpetual Licenses as described in the section of the Enrollment titled "Buy-out option," provided that Microsoft receives the buy-out order for those Licenses within 60 days after Enrolled Affiliate provides notice of termination. 2) In the event of a breach by Microsoft, if Customer chooses not to exercise a buy-out option, Microsoft will issue Enrolled Affiliate a credit for any amount paid in advance for Subscription Licenses that the Enterprise will not be able to use to do the termination of the Enrollment. Nothing in this section shall affect perpetual License rights acquired either in a separate agreement or in a prior term of the terminated Enrollment. f. Effect of termination or expiration. When an Enrollment expires or is terminated, (i) Enrolled Affiliate must order Licenses for all copies of Products it has run for which it has not previously submitted an order. Any and all unpaid payments for any order of any kind remain due and payable. Except as provided in the subsection titled "Early termination," all unpaid payments for Licenses immediately become due and payable. (ii) Enrolled Affiliate's right to Software Assurance benefits under this Agreement ends if it does not renew Software Assurance. g. Modification or termination of an Online Service for regulatory reasons. Microsoft may modify or terminate an Online Service where there is any current or future government requirement or obligation that: (1) subjects Microsoft to any regulation or requirement not generally applicable to businesses operating in the jurisdiction; (2) 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 obligation. h. Program updates. 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 the time of an Enrollment renewal. EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 6 of 11 Document X20-10211 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 to each Product and version and by the terms of the applicable supplemental agreement. b. Fixes. Each Fix is licensed under the same terms as the Product to which it applies. If a Fix is not provided for a specific Product, any use rights Microsoft provides with the Fix will apply. c. Non -Microsoft software and technology. Enrolled Affiliate is solely responsible for any non - Microsoft software or technology that it installs or uses with the Products or Fixes. d. Restrictions. Enrolled Affiliate must not (and is not licensed to) (1) reverse engineer, decompile, or disassemble any Product or Fix; (2) install or use non -Microsoft software or technology in any way that would subject Microsoft's intellectual property or technology to any other license terms; or (3) work around any technical limitations in a Product or Fix or restrictions in Product documentation. Customer must not (and is not licensed to) (1) separate and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix at different times, or transfer parts of a Product or Fix separately; or (2) distribute, sublicense, rent, lease, lend any Products or Fixes, in whole or in part, or use them to offer hosting services to a third party. e. Reservation of rights. Products and Fixes are protected by copyright and other intellectual property rights laws and international treaties. Microsoft reserves all rights not expressly granted in this agreement. No rights will be granted or implied by waiver or estoppel. Rights to access or use Software on a device do not give Customer any right to implement Microsoft patents or other Microsoft intellectual property in the device itself or in any other software or devices. 8. Confidentiality. "Confidential Information" is non-public information that is designated "confidential" or that a reasonable person should understand is confidential, including Customer Data. Confidential Information does not include information that (1) becomes publicly available without a breach of this agreement, (2) the receiving party received lawfully from another source without a confidentiality obligation, (3) is independently developed, or (4) is a comment or suggestion volunteered about the other party's business, products or services. Each party 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 relationship. Neither party will disclose that Confidential Information to third parties, except to its employees, Affiliates, contractors, advisors and consultants ("Representatives") and then only on a need -to -know basis under nondisclosure obligations at least as protective as this agreement. Each party remains responsible for the use of the Confidential Information by its Representatives and, in the event of discovery of any 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 other 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 Representatives' unaided memories in the development or deployment of the parties' respective products or services does not create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly. These obligations apply (1) for Customer Data until it is deleted from the Online Services, and (2) for all other Confidential Information, for a period of five years after a party receives the Confidential Information. EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 7 of 11 Document X20-10211 9. Privacy and compliance with laws. a. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this Agreement. Enrolled Affiliate will obtain all required consents from third parties under applicable privacy and data protection law before providing personal information to Microsoft. b. Personal information collected under this agreement (1) may be transferred, stored and processed in the United States or any other country in which Microsoft or its service providers maintain facilities and (2) will be subject to the privacy terms specified in the Use Rights. Microsoft will abide by the requirements of European Economic Area and Swiss data protection law regarding the collection, use, transfer, retention, and other processing of personal data from the European Economic Area and Switzerland. c. U.S. export. Products and Fixes are subject to U.S. export jurisdiction. Enrolled Affiliate must comply with all applicable international and national laws, including the U.S. Export Administration Regulations and International Traffic in Arms 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. Limited warranties 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 from the date the Enterprise is first licensed for that version. If it does not and the Enterprise notifies 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 replace the Software. (ii) Online Services. Microsoft warrants that each Online Service will perform 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 remedies for breach of the warranties in this section. Customer waives any breach of warranty claims not made during the warranty period. b. Exclusions. The warranties in this agreement do not apply to problems caused by accident, abuse, or use in a manner inconsistent with this Agreement, including failure to meet minimum system requirements. These warranties do not apply to free, trial, pre-release, or beta products, or to components of Products that Enrolled Affiliate is permitted to redistribute. c. Disclaimer. Except for the limited warranties above, Microsoft provides no other warranties or conditions and disclaims any other express, implied, or statutory warranties, including warranties of quality, title, non -infringement, merchantability, and fitness for a particular purpose. 11. Defense of third party claims. The parties will defend each other against the third -party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending party is promptly notified in writing of the claim and has the right to control the defense and any settlement of it. The party being defended must provide the defending party with all requested assistance, information, authority, and must take all reasonable action to mitigate its losses arising from the third -party claim. The defending party will reimburse the other party for reasonable out-of-pocket expenses it incurs in providing assistance. This section describes the parties' sole remedies and entire liability for such claims. a. By Microsoft. Microsoft will defend Enrolled Affiliate against any third -party claim to the extent it alleges that a Product or Fix made available by Microsoft for a fee and used within the scope EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 8 of 11 Document X20-10211 of the license granted (unmodified from the form provided by Microsoft and not combined with anything else) misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, at its option, either (1) modify or replace the Product or Fix with a functional equivalent; or (2) terminate Enrolled Affiliate's license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Enrolled Affiliate's continued use of a Product or Fix after being notified to stop due to a third -party claim. b. By Enrolled Affiliate. To the extent permitted by applicable law, Enrolled Affiliate will defend Microsoft against any third -party claim to the extent it alleges that: (1) any Customer Data or non -Microsoft software hosted in an Online Service by Microsoft on Enrolled Affiliate's behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (2) Enrolled Affiliate's use of any Product or Fix, alone or in combination with anything else, violates the law or damages a third party. 12. Limitation of liability. For each Product, each party's maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts Enrolled Affiliate paid for the applicable Products during the term of this Agreement, subject to the following: a. Online Services. For Online Services, Microsoft's maximum liability to Enrolled Affiliate 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. Free 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. Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or for loss of use, loss of business information, loss of revenue, 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 subject to the limitations and exclusions above); (2) defense obligations; or (3) violation of the other party's intellectual property rights. 13. Verifying compliance. Right to verify compliance. Enrolled Affiliate must keep 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 permitted by applicable law, to verify such compliance with the Product's license terms. Microsoft will engage an independent auditor and Enrolled Affiliate must provide the independent auditor with any information the auditor reasonably requests in furtherance of the verification, including visible access to systems running the Products and evidence of Licenses for Products Enrolled Affiliate hosts, sublicenses, or distributes to third parties. Enrolled Affiliate must provide, without undue delay, the foregoing information and access upon request of the independent auditor b. Verification process. Microsoft will notify Enrolled Affiliate at least 30 calendar days in advance of its intent to verify Enrolled Affiliate's compliance with the license terms for the Products Enrolled Affiliate use or distribute. The independent auditor is subject to a confidentiality obligation sufficient to cover the auditor's engagement with Enrolled Affiliate for the verification process. Enrolled Affiliate may, at its discretion, also require a mutually agreeable confidentiality agreement with the independent auditor for access to premises, data EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 9 of 11 Document X20-10211 and systems. Such confidentiality agreement between Enrolled Affiliate and auditor must be completed within fourteen (14) days of such request, and shall not restrict the ability for the independent auditor to accurately verify compliance and share the resulting information with Microsoft. Any information collected will be used solely for purposes of determining Enrolled Affiliate's compliance. This verification will take place during normal business hours and the auditor will make best efforts not to interfere with Enrolled Affiliate's operations during the course of the audit. Remedies for non-compliance. If verification reveals any use of Products without applicable license rights, then within 30 days Enrolled Affiliate must order sufficient licenses to cover its use, and, if such use or distribution is determined to be in excess of Enrolled Affiliate's existing licenses by 5% or more of the audited environment(s) in aggregate, then Enrolled Affiliate must reimburse Microsoft for the costs Microsoft incurred in obtaining the verification and acquire the necessary additional licenses. Such licenses will be obtained at 125% of the price, based on the then -current price list. The use percentage is based on the total number of Products used without applicable Iiscense rights (as described above) compared to the total Product use. If it is verified that Product use is sufficiently licensed, Microsoft will not require the Enterprise to engage in another verification for at least one year. By exercising the rights and procedures described above, Microsoft does not waive its rights to enforce its rights under these Additional Use Rights and Restrictions or to protect its intellectual property by any other legal or contractual means. 14. Miscellaneous. a. Use of contractors. Microsoft may use contractors to perform services but will be responsible for their performance subject to the terms of this Agreement. b. Microsoft as independent contractor. The parties are independent contractors. Enrolled Affiliate and Microsoft each may develop products independently without using the other's Confidential Information. c. Notices. Notices to Microsoft must be sent to the address on the signature form. Notices must be in writing and will be treated as delivered on the date 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 email to contacts provided by Enrolled Affiliate. Emails will be treated as delivered on the transmission date. d. Agreement not exclusive. Customer is free to enter into agreements to license, use or promote non -Microsoft products. e. Amendments. Any amendment 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 Affiliate's purchase order will not apply. Microsoft may require Customer to sign a new agreement or an amendment before an Enrolled Affiliate enters into an Enrollment under this agreement. f. Assignment. Either party may assign this Agreement to an Affiliate but must notify the other party in writing of the assignment. Any other proposed assignment must be approved by the non -assigning 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. g. Applicable law; dispute resolution. The terms of this Agreement will be governed by the laws of Customer's state, without giving effect to its conflict of laws. Disputes relating to this Agreement will be subject to applicable dispute resolution laws of Customer's state. EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 10 of 11 Document X20-10211 h. Severability. If any provision in this agreement is held to be unenforceable, the balance of the agreement will remain in full force and effect. i. Waiver. Failure to enforce any provision of this agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party. j. No third -party beneficiaries. This Agreement does not create any third -party beneficiary rights. k. Survival. All provisions survive termination or expiration of this Agreement except those requiring performance only during the term of the Agreement. I. Management and Reporting. Customer and/or Enrolled Affiliate may manage account details (e.g., contacts, orders, Licenses, software downloads) at: https://www.microsoft.com/licensing/servicecenter (or a successor site). 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. m. 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 highest to lowest priority: (1) this Enterprise Agreement, (2) any Enrollment, (3) the Product Terms, (4) orders submitted under this Agreement, and (5) any other documents in this Agreement. Terms in an amendment control over the amended document and any prior amendments concerning the same subject matter. n. Free Products. It is Microsoft's intent that the terms of this Agreement and the Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Enrolled Affiliate is for the sole use and benefit of the Enrolled Affiliate and is not provided for use by or personal benefit of any specific government employee. o. Voluntary Product Accessibility Templates. Microsoft supports the government's obligation to provide accessible technologies to its citizens with disabilities as required by Section 508 of the Rehabilitation Act of 1973, and its state law counterparts. The Voluntary Product Accessibility Templates ("VPATs") for the Microsoft technologies 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 http://www.microsoft.com/enable. p. Natural disaster. In the event of a "natural disaster," Microsoft may provide additional assistance or rights by posting them on http://www.microsoft.com at such time. q. Copyright violation. Except as set forth in the section above entitled "Transferring and reassigning Licenses", the Enrolled Affiliate agrees to pay for, and comply with the terms of this Agreement and the Use Rights, for the Products it 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 Microsoft's copyright in the Products, including payment of License fees specified in this Agreement for unlicensed use. EA20241AgrGov(US)SLG(ENG)(Oct2023) Page 11 of 11 Document X20-10211 (DOL L Customer: City of Cupertino Dell Cuslomer Confidential Quotation Contract: Riverside County Master Agreement - ITARC-00934 (8084445) Date of Issue: Microsoft Enterprise Agreement (EA) #: Rnwl est of 53381734 Quote Expires: (expires 1213112025) 10/27/2025 10/31/2025 Section 1- Licenses and Software Assurance Product Description Mfg# Quantity Unit Price Ext. Price Visual Studio Pro with GitHub ALng SA QEK-00003 7 $316.00 $2,212.00 SQL Server Standard Core ALng SA 2L 7NQ-00292 11 $663.50 $7,298.50 Win Server DC Core ALng SA 2L 9EA-00278 48 $142.50 $6,840.00 Win Server Standard Core ALng SA 2L 9EM-00270 24 $21.87 $524.88 ENTERPRISE WIN 10 EXTENDED SECURITY 2025 PER AAS-74563 10 $52.08 $520.80 Annual Payment Section 1: $17,396.18 Section 2- Monthly Subscriptions Product Description Mfg# Quantity Months Unit Price Ext. Price CCAL Bridge 0365 FSA Sub Per User AAA-12416 282 12 $1.45 $4,906.80 CCAL Bridge 0365 Sub Per User AAA-12414 98 12 $1.71 $2,010.96 M365 Copilot Sub Add -on 831-00001 5 12 $31.25 $1,875.00 0365 E5 Existing Customer Sub Per User SY9-00004 15 12 $34.83 $6,269.40 0365 E3 FSA Renewal Sub Per User AAA-10758 248 12 $17.92 $53,329.92 0365 E3 Existing Customer Sub Per User AAA-10842 2 12 $21.08 $505.92 0365 E1 Existing Customer Sub Per User T6A-00024 115 12 $9.16 $12,640.80 Entra ID P2 Sub Per User 6E6-00003 3 12 $7.01 $252.36 Azure prepayment (commercial) - replacing unused Azure -Government on expiring EA at renewal time, with Azure-commercial/global - Microsoft can then move the credit card billing from the card to your new EA that starts 11112026 (unless you do it with SWO before then). 6QK-00001 1 12 $104.16 $1,249.92 Azure Standard Support (commercial) W6T-00003 1 12 $104.16 $1,249.92 Power Apps Premium Sub Per User SEJ-00002 2 12 $18.33 $439.92 Power Automate Premium Sub Per User 104-00001 7 12 $13.75 $1,155.00 Power BI Pro Sub Per User NK4-00002 2 12 $10.90 $261.60 Planner & Project P3 Sub Per User 7LS-00002 3 12 $23.37 $841.32 Teams AC with Dial Out US/CA Sub Add -on NYG-00001 365 12 $0.00 $0.00 Annual Payment Section 2: $86,988.84 Notes: Total Annual Payment Yr 1 $104,385.02 Microsoft Enterprise Agreement (EA) Master#: 8084445 Total Annual Payment Yr 2 $104,385.02 Microsoft Enterprise Agreement (EA) Enrollment#: Future/TBD Total Annual Payment Yr 3 $104,385.02 Total of 3 years of Payments $313,155.06 Preliminary pricing based upon July 2025 price list - will update as time gets closer Notes 1 j C uetomers pu rc n sae la aunis-ct to Dal I's Terms a nil Co ndlltlona of Sale found at www.dlel Lcom. u n leas C uatornar has a eaparat-B purchase agreement with Dail. 2) SaloWuss tax Is based o n MR "ahl p to^ addr-Bse on you r I n va Iran. P le.ass Indlcats yo u r taxahl Iltyr status o n year pu rchaae o rder.lf exsmpt, C uetamsr must have an Exemption Certlncate on n la. 3) If yrou hake a question re: your tax atatua, please contact yaur Dell I ASAP Software Inside salsa rsprementative I Istad above.s hip mrtnta to Callfarn la: for certain prod ucts. a S Cate Envlron man tal Fee of up to �7d per Item may N ap plied to you r I n voles•. Prices do n of reflect to is Me u n leas noted. For more Inrormatlon, refer to www.dell.c*m.3nvlr*nmentaltee. dM :J I product descdptlans and pricee a re Mead on Latest Intorrn ation anal labla and are• majael to- ehang* without notion or oblVatlon. SM AJ I prloea are based o n Hat 30 Terms. IF not shown_ en Ipp Ing, ha ndll n$, taxes, and other %aa wll I be added at the tl ms or o rdsr, where appl laabl3. GM Cuatornsr understands and admowiedges chat all warranties. rapraaentatlorra an d returns are audJecl to the man LiTacturer, putil Isher or distributor guidelines_ EXHIBIT D Insurance Requirements Professional Consultant Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) with coverage at least as broad as Insurance Services Office (ISO) Form CG 00 01, with limits no less than $2,000,000 per occurrence and $2,000,000 general aggregate. The policy shall include a per project or per location general aggregate endorsement as broad as CG 25 03 or CG 24 04. If a per project/location endorsement is not available, the limit of the general aggregate shall be doubled. a It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. h Additional Insured coverage under Consultant's policy shall allow and be endorsed "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as the most recent edition of ISO Form CG 20 01. c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess liability insurance, provided each policy follows form of the underlying policy and complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City. The City's own insurance or self-insurance shall not be called upon. 2- Automobile Liability: Coverage shall be provided using ISO CA 00 01 covering any auto (including owned, hired, and non -owned autos) with limits no less than $1,000,000 each accident for bodily injury and property damage. X Not required. Consultant shall be fully remote and not use automobiles to provide the service. In the event Consultant uses an automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non -owned and hired autos (any auto -Symbol 1), or if Consultant does not own autos (hired autos -Symbol 8 and non -owned autos -Symbol 9). Evidence shall be provided with a Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non- contributory coverage and endorsement, and waiver of subrogation coverage and endorsement under the policy prior to the use of any automobile. ❑ Consultant has provided written confirmation that it does not own any autos. Consultant shall provide coverage for hired autos -Symbol 8 and non -owned autos -Symbol 9. Primary and Non -Contributory coverage and Waiver of Subrogation coverage is waived under the Automobile Liability hired and non -owned only coverage. In the event Consultant uses an owned automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non -owned and hired autos (any auto -Symbol 1). Exh. D - Insurance Requirements Version: Sept. 2025 ❑ In lieu of Business Automobile Liability, Consultant shall maintain throughout the term of this Agreement and provide the City with evidence (including the policy Declarations Page) of personal automobile insurance coverage in accordance with the laws of the State of California. As available under the policy, evidence shall be provided with the Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement. City approval of coverage is required prior to commencement of services. 3. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than $1,000,000 each accident/disease. O Not required. Consultant has provided written verification of no employees. 4 Professional Liability for professional acts, errors and omissions, if applicable and as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims -made basis form: a The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the Services. 5. Cyber Liability: Insurance, with limits not less than: $2,000,000 each occurrence $2,000,000 aggregate - all other Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Software Provider in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, release of private information or personally identifiable information (PII), alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If the Software Provider maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Software Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. OTHER INSURANCE PROVISIONS The aforementioned insurance policies shall contain, be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers ("Additional Insureds") are to be covered and endorsed as additional insureds on Consultant's CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or if not available, through the addition of both CG 20 10 and CG 20 37 forms, if later editions are used). Exh. D - Insurance Requirements Version: Sept. 2025 Primary and Non -Contributory Coverage Except Workers Compensation, coverage afforded to City/Additional Insureds shall allow and be endorsed primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. If a carrier will not provide the required notice of cancellation or policy modification, the Consultant shall provide written notice to the City of a cancellation or policy modification no later than 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the General Liability, Automobile Liability and Workers' Compensation policies shall allow and be endorsed with a waiver of subrogation in favor of City, its employees, agents and volunteers. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self -Insured Retentions Any deductible or self -insured retention must be declared to and approved by the City (Insert on the Certificate of Insurance, if zero, insert "$0"). At City's option, either: the insurer must reduce or eliminate the deductible or self -insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher. Verification of Coverage Consultant must furnish acceptable insurance certificates and amendatory endorsements (or copies of the policies effecting the coverage required by this Contract), including a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including indemnification, defense, and naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. Exh. D- Insurance Requirements Version: Sept. 2025 AC � " ® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 10120/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Lissette Roacho MARSH RISK & INSURANCE SERVICES FAX NNo FOUR EMBARCADERO CENTER, SUITE 1100 A/C Ext : (415) 244-9184 No), SS: Lissette.Roacho@marsh.com ADDRESS: CALIFORNIA LICENSE NO. 0437153 SAN FRANCISCO, CA 94111 Attn: SanFrancisco.Certs@marsh.com / FAX 212-948-0398 INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Zurich American Insurance Company 16535 CN101640193-STND-GAWUE-25- INSURED Dell Technologies Inc. INSURER B : American Guarantee and Liability Insurance Company 26247 INSURER C : American Zurich Insurance Company 40142 and all Subsidiaries INSURER D : Syndicate 2623/623 at Lloyd's 17520 One Dell Way - RR1-50 Round Rock, TX 78682 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: SEA-003891087-14 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DDIYYYY POLICY EXP MM/DDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY GL0699017801 03/01/2025 03/01/2026 EACH OCCURRENCE $ 5,000,000 CLAIMS -MADE X� OCCUR DAMAGE TO PREMISES(E. occur ante)$ 5,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 10,000,000 POLICY ❑ PRO - POLICY ❑ LOC X PRODUCTS - COMP/OP AGG $ 10,000,000 $ OTHER: A AUTOMOBILE LIABILITY BAP699017701 03/01/2025 03/01/2026 COMBINED SINGLE LIMIT Ea accident $ 5,000,000 X BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY X AUTOS ONLY B X UMBRELLA LIAB X OCCUR AUC640818903 03/01/2025 03/01/2026 EACH OCCURRENCE $ 15,000,000 AGGREGATE $ 15,000,000 EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ C A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE YIN OFFICER/MEMBER EXCLUDED? � (Mandatory in NH) N/A WC699017501 (AOS) WC699017601 (MA, NE, WI) 03/01/2025 03/01/2025 03/01/2026 03/01/2026 X STATUTE OERH E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 D Professional E&O/ B0509CYBLY2550271 06/01/2025 06/01/2026 Each Claim/Aggregate 15,000,000 Technology Errors & Omissions (Claims Made) DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Cupertino is included as additional insured where required by written contract with respect to General Liability. Any such coverage extended to the additional insured will apply as primary and non- contributory, to the extent of liability assumed under contract. Waiver of subrogation applies where required by written contract and permitted by law. CERTIFICATE HOLDER CANCELLATION City of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn: Marilyn Pavlov THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN (Administrative Assistant, Innovation Technology) ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Ave Cupertino, CA 95014-3202 AUTHORIZED REPRESENTATIVE ;Z4d&lo&s @ 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN101640193 LOC #: San Francisco 'O AGENCY MARSH RISK & INSURANCE SERVICES POLICY NUMBER CARRIER ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE NAIC CODE NAMED INSURED Dell Technologies Inc. and all Subsidiaries One Dell Way - RR1-50 Round Rock, TX 78682 EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Page 2 of 2 The professional policies evidenced are subject to self -insured retentions for various perils covered. If you would like additional information regarding these self -insured retentions, please contact the Marsh servicing team (Katelyn.Cummings@marsh.com). ACORD 101 (2008/01) @ 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD "S EI A2MIVIK]*ZlKe31111150�'XI171rE:0i2 COMMERCIAL GENERAL LIABILITY CG20101219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations ANY PERSON OR ORGANIZATION WHOM YOU PER THE CONTRACT OR AGREEMENT BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20 10 12 19 insurance Services Office, Inc., 2018 Page 1 of 2 Wolters Kluwer Financial Services, Inc. I uniform Forms C. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; of 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not applicable limits of insurance. increase the Page 2 of 2 @ Insurance Services Office, Inc., 2018 CG 20 10 12 19 r�wr�-A,2M&I 3*ZlKel111115■i:�1601ri: 111 COMMERCIAL GENERAL LIABILITY CG 20 37 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organ izAbjons Location And Description Of Completed Operations ANY PERSON OR ORGANIZATION WHOM YOU BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTER INTO. PER CONTRACT OR AGREEMENT Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section 11 — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products -completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 37 12 19 @) insurance Services Office, Inc., 2018 Page 1 of 1 Wolters Kluwer Financial Services, Inc. I uniform Forms 1Z�1�C�37�L�1►uI I�:�Ce3�ei' e • i ff:1H71 COMMERCIAL GENERAL LIABILITY CG 20 01 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the additional insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and CG 20 01 12 19 @) insurance Services Office, Inc., 2018 Page 1 of 1 Wolters Kluwer Financial Services, Inc. I uniform Forms POLICY NUMBER: GLO 6990178-01 COMMERCIAL GENERAL LIABILITY CG24041219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s) Or Organization(s): PURSUANT TO WRITTEN CONTRACT OR AGREEMENT ENTERED INTO WITH AN INSURED; OR WHERE NO WRITTEN CONTRACT OR AGREEMENT IS IN PLACE, THEN PER REQUIRED WAIVER OF SUBROGATION PURSUANT TO THE INSURED'S ONGOING OPERATIONS OR WORK PERFORMED BY OR ON BEHALF OF THE INSURED, AS NOTED 1N THE CERTIFICATES OF INSURANCE. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above. CG 24 04 12 19 @) insurance Services Office, Inc., 2018 Page 1 of 1 Wolters Kluwer Financial Services, Inc. I Uniform Forms WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION PURSUANT TO WRITTEN CONTRACT OR AGREEMENT ENTERED INTO WITH AN INSURED; OR WHERE NO WRITTEN CONTRACT OR AGREEMENT IS IN PLACE, THEN PER REQUIRED WAIVER OF SUBROGATION PURSUANT TO THE INSUREDS ONGOING OPERATIONS OR WORK PERFORMED BY OR ON BEHALF OF THE INSURED, AS NOTED IN CERTIFICATES OF INSURANCE ISSUED. THIS ENDORSEMENT DOES NOT APPLY TO BENEFITS OR DAMAGES PAID OR CLAIMED. 1. PURSUANT TO THE WORKERS' COMPENSATION OR EMPLOYERS' LIABILITY LAWS OF KENTUCKY, NEW HAMPSHIRE, OR NEW JERSEY; OR, 2. BECAUSE OF INJURY OCCURING BEFORE YOU ENTERED INTO SUCH A CONTRACT This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 03/01/2025 Endorsement No.18 Insured Dell Technologies, Inc. Premium $ INCL. Policy No. WC 6990175-01 Insurance Company Countersigned by American Zurich Insurance Company WC124 (4-84) Page 1 of 2 WC 00 03 13 Copyright 1983 National Council on Compensation Insurance, Inc. Uniform FormsT"' AGREEMENT # ITARC-00934 LICENSED SUPPORT PROVIDER (LSP) AGREEMENT No. ITARC-00934 For MICROSOFT PRODUCTS AND SERVICES UNDER MICROSOFT EA NO. 8084445 BETWEEN COUNTY OF RIVERSIDE And DELL MARKETING, L.P. This Agreement is entered between the COUNTY OF RIVERSIDE, a political subdivision of the State of California, (herein referred to as "COUNTY"), and Dell Marketing, L.P., A Texas Limited Partnership authorized to conduct business in the State of California (herein referred to as "LSP") of Microsoft Licensing Solution Provider, effective from November 01.2024 and continues in effect through October 31, 2027, based on LSP's response to RFQ no. ITARC-532 for Microsoft: products and services under Microsoft EA no. 8084445. The parties agree as follows: 1. LSP's sale and County's use of the Microsoft Software and Online Services performed by Microsoft shall be subject to the terms and conditions set forth in the Microsoft Enterprise Agreement (8084445) between the County and Microsoft. LSP shall not be responsible or liable for Microsoft's performance of its obligations under the Enterprise Agreement. 2. Period of Performance: This Agreement shall be effective from November 01.2024 and continues in effect through October 31, 2027, with the option to renew for an additional three-year period expiring on October 31, 2030, with no obligation by the Comity of Riverside to purchase any specified amount of goods or services. In addition, the County may at any time choose to transfer the enrollment from one LSP to another LSP pursuant to the transfer terms set by Microsoft. The period of performance for the enrollment with the LSP may be for up to a three-year term with the option to renew the enrollments with contracted LSP through the LSP contract expiration date. 3. Compensation The COUNTY shall pay the LS13 for products at the cost as stated in Exhibit A, incurred in accordance with the terms ofthis Agreement. The COUNTY is not responsible for any fees or costs incurred above or beyond the contracted amount and shall have no obligation to purchase any specified amount of services or products. Nan -Appropriations; The COUNTY obligation for payment of this Agreement beyond the current fiscal year end is contingent upon and limited by the availability of COUNTY funding from which payment can be made, and invoices shall be rendered "monthly" in arrears. In the State of California, Government agencies are not allowed to pay excess interest and late charges, per Government Codes, Revision 1/06/2021 SEP 10 7-oz4 3.a� AGREEMENT # ITARC-00934 Section 926.10. No legal liability on the part of the COUNTY shall arise for payment beyond June 30 of each calendar year unless funds are made available for such payment. In the event that such funds are not forthcoming for any reason, COUNTY shall immediately notify CONTRACTOR in writing; and this Agreement shall be deemed terminated, have no further force, and effect. 4. Hold Harmless/Indemnification: 4.1 LSP shall indemnify and hold harmless the County of Riverside, its Agencies, Districts, Special Districts and Departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as lndemnitees) from any liability, action, claim or damage whatsoever, based or asserted upon any services, or acts or omissions, of LSP, its officers, employees, subcontractor, agents or representatives arising out of or in any way relating; to this Agreement, including but not limited to property dainage, bodily injury, or death or any other element of any kind or nature. LSP shall defend the lndemnitees at its sole expense including all costs and fees (including, but not limited, to attorney fees, cost of investigation, defense and settlements or awards) in any claim or action based upon such acts, omissions or services. 4.2 With respect to any action or claim subject to indemnification herein by LSP. LSP shall, at their sole cost, have the right to use counsel of their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of County; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes LSP indemnification to lndemnitees as set forth herein. 4.3 LSP obligation hereunder shall be satisfied when LSP has provided to County the appropriate form of dismissal relieving county fi•om any liability for the action or claim involved. 5 Termination: 5.1 County may terminate this Agreement without cause upon thirty (30) days written notice served upon the LSP stating the extent and effective date of termination. 5.2 if the LSP is in default, refuses or fails to comply with the terms of this Agreement or fails to make progress that may endanger performance and does not immediately cure such failure after 30 days after written notice is given . The County may terminate this agreement for Cause, In the event of such termination, the County may proceed with the work in any manner deemed proper by County. 5.3 LSP rights under this Agreement shall terminate (except for fees accrued prior to the date of termination) upon dishonesty or a willful or material breach of this Agreement by LSP; or in the event of LSP unwillingness or inability for any reason whatsoever to perform the terms of this Agreement. 6. Alteration or Changes to the Agreemmit The Board of Supervisors and the County Purchasing Agent and/or his designee is the only authorized County representatives who may at any time, by written order, alter this Agreement. if 2 Revision 1/06/2021 AGREEMENT # ITARC-00934 any such alteration causes an increase or decrease in the cost of, or the time required for the performance under this Agreement, an equitable adjustment shall be made in the Agreement price or delivery schedule, or both, and the Agreement shall be modified by written amendment accordingly. 7. Notices All correspondence and notices required or contemplated by this Agreement shall be delivered to the respective parties at the addresses set forth below and are deemed submitted two days after their deposit in the United States mail, postage prepaid: 19161ILM Riverside County Information Technology Attn: Procurement Contract Specialist 3450 14"' Street Riverside, CA 92501 $. Insurance LSP Dell Marketing, L.F. Attn: Sarina Konnoff One Dell Way Round Rock, TIC 78682 Sari na.Konnoff@Dell.com DelI—Legal—Notices@DeIl.com Without limiting or diminishing the LSP'S obligation to indemnify or hold the COUNTY harmless, LSP shall procure and maintain or cause to be maintained, at its sole cost and expense, the following; insurance coverage's during the term of this Agreement, As respects to the insurance section only, the COUNTY herein refers to the County of Riverside, its Agencies, Districts, Special Districts, and Departments, their respective directors, officers, Board of Supervisors, employees, elected or appointed officials, agents, or representatives as Additional Insureds. A. Workers' Compensation: if the LSP has employees as defined by the State of California, the LSP shall maintain statutory Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of California. Policy shall include Employers' Liability (Coverage B) including Occupational Disease with limits not less than $1,000,000 per person per accident. The policy shall be endorsed to waive subrogation in favor of The County of Riverside. Policy shall name the COUNTY as Additional Insureds, S. Commercial General Liability, Commercial General Liability insurance coverage, including but not limited to, premises liability, uni-nodified contractual liability, products and completed operations liability, personal and advertising injury, and cross liability coverage, covering clairrls which may arise from or out of LSP'S performance of its obligations hereunder. Policy shall name the COUNTY as Additional Insured. Policy's I unit of liability shall not be less than $2,000,000 per occurrence combined single limit. if such insurance contains a general aggregate limit, it shall apply separately to this agreement Revision 1/06/2021 AGREEMENT" 4 ITARC-90934 or be no less than two (2) times the occurrence limit. Policy shall name the COUNTY as Additional insureds. C. Insurance Requirements for IT Contractor Services: LSP shall procure and maintain for the duration of the contract insurance against claims for injuries to person or damages to property which may arise from or in connection with the performance of the work hereunder by the LSP, its agents, representatives, or employees. LSP shall procure and maintain for the duration of the contract insurance claims arising out oftheir services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by LSP in this agreement and shall include, but not limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If the LSP maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be entitled to the broader coverage and/or higher limits maintained by the LSP. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County. Policy shall name the COUNTY as Additional insureds. D. General Insurance Provisions — All lines: 1) Any insurance carrier providing insurance coverage hereunder shall be admitted to the State of California and have an A M BEST rating of not less than A: VIII (A:S) unless such requircinents are waived, in writing, by the County Risk Manager. If the County's Risk Manager waives a requirement for a particular insurer such waiver is only valid for that specific insurer and only for one policy term. 2) The LSP must declare its insurance self -insured retention for each coverage required herein. If any such self -insured retention exceeds $500,000 per occurrence each such retention shall have the prior written consent of the County Risk Manager before the commencement of operations under this Agreement. Upon notification of self -insured retention unacceptable to the COUNTY, and at the election of the Country's Risk Manager, LSP'S carriers shall either; 1) reduce or eliminate such self -insured retention as respects this Agreement with the COUNTY, or 2) procure a bond which guarantees payment of losses and related investigations, claims administration, and defense costs and expenses. 4 Revision 110612021 AGREEMENT 4 ITARC-00934 3) LSP shall cause LSP'S insurance carrier(s) to furnish the County of Riverside with either 1) a properly executed original Cer•tificate(s) of Insurance and certified original copies of Indorsements effecting coverage as required herein, and 2) if requested to do so orally or in writing by the County Risk Manager, provide original Certified copies of policies including; all Endorsements and all attachments thereto, showing such insurance is in full force and effect. Further, said Certificate(s) and policies of insurance shall contain the covenant of the insurance carrier(s) that a minimurn of thirty (30) days written notice shall be given to the County of Riverside prior to any material modification, cancellation, expiration or reduction in coverage of such insurance. If LSP insurance carrier(s) policies does not meet the rniniinum notice requirement found herein, LSP shall cause LSD's i11sura17ce carrier(s) to furnish a 30 day Notice of Cancellation Endorsement, 4) In the event of a material modification, cancellation, expiration, or reduction in coverage, this Agreement shall terminate forthwith, unless the County of Riverside receives, prior to such effective date, another properly executed original Certificate of Insurance and original copies of endorsements or certified original policies, including all endorsements and attachments thereto evidencing coverage's set forth herein and the insurance required herein is in full force and effect. LSP shall not commence operations until the COUNTY has been furnished original Certificate (s) of Insurance and certified original copies of endorsements and if requested, certified original policies of insurance including all endorsements and any and all other attachments as required in this Section. An individual authorized by the Insurance carrier to do so on its behalf shall sign the original endorsements for each policy and the Certificate of Insurance. 5) It is understood and agreed to by the parties hereto that the LSD's insurance shall be construed as primary insurance, and the COUNTY'S insurance and/or deductibles and/or self -insured retention's or sell -insured programs shall not be construed as contributory. 6) If, during the term of this Agreement or any extension thereof, there is a material change in the scope of services; or, there is a iaterial change in the equipment to be used in the performance of the scope of work; or, the term of this Agreement, including any extensions thereof, exceeds five (5) years; the COUNTY reserves the right to adjust the types of insurance and the monetary limits of liability required under• this Agreement, if in the County Risk Management's reasonable judgment, the amount or type of insurance carried by the LSP has become inadequate. 7) LSP shall pass down the insurance obligations contained herein to all tiers of subcontractors working under this Agreement. 8) Tile insurance requirements contained in this Agreement tray be met with a program(s) of self-insurance acceptable to the COUNTY. 9) LSP agrees to notify COUNTY of any claim by a third party or any incident or event that may give rise to a claim arising; from the performance of this Agreement 5 Itevision 1106/2021 AGREEMENT # ITARC-00934 9. General: 9.1 This Agreement, including any attachments or exhibits, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions and communications, whether oral or in writing. This Agreement may be changed or modified only by a written amendment signed by authorized representatives of both parties. 9.2 This Agreement shall be governed by the laws of the State ❑f California. Any legal action related to the performance or interpretation of this Agreement shall be filed only in the Superior Court of the State of California located in Riverside, California, and the parties waive any provision of law providing; for a change of venue to another location. In the event any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in frill force without being impaired or invalidated in any way. 9.3 The following documents are attached to and Incorporated into this Agreement: Exhibit A: Scope and pricing. Exhibit B: ESP Reporting of Active Enrollments. Exhibit C: Microsoft LSP Participation Form. Exhibit D: Microsoft EA Benefits for Government Agencies. Exhibit E: Microsoft Enterprise Agreements and Amendments. El) Microsoft Enterprise Agreement No. 8084445. E2) Microsoft Select Plus Agreement No. 7756479, E3) Amendments No. 1- EA Custom Terms CTM (Document No. CTM-CPT-OPT-FWK) E4) Amendments No. 2- EA Custom Terms (Document No, CTM-FWK-CTC-AGR). 9.4 In the event of any conflict or inconsistency between the terms and conditions of this Agreement and any terms or conditions set forth in any of the attachments, purchase order(s), or other document relating to the transactions contemplated by this Agreement, the terms and conditions set forth in this Agreement shall prevail. 9.5 This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument. Each party of this Agreement agrees to the use of electronic signatures, such as digital signatures that meet the requirements of the California Uniform Electronic Transactions Act (("CUETA'°) Cal. Civ. Code §§ 1633.1 to 1633,17), for executing this Agreement. The parties further agree that the electronic signatures of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means an electronic sound, symbol, or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record pursuant to the CUETA as amended from time to time, The CUETA authorizes use of an electronic signature for transactions and contracts among parties 6 Revision 1J46i2021 AGREEMENT 4 1TARC-00934 in California, including a government agency. Digital sigllattu•e means an electronic identifier, created by computer, intended by the party using it to have the same force and effect as the use of a manual signature, and shall be reasonably relied upon by the parties. For purposes of this section, a digital signature is a type of"electronic signature" as defined in subdivision (i) of Section 1633.2 of the Civil Code. IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement. COUNTY OF RIVERSIDE, a political subdivision of the State of California By: a4aillIc— /& Chuck Washington Chair of the Board of Supervisors Dated: wXf ATTEST: IC.imberly Rector Clerk of the board By: APPROVED rSTOFORM. Minh C. Tran County Counsel By: Paula Sal 'do Deputy County Counsel Dated: � 2 Z l u -L 1.1 DELL MARKETING, L.P., A Texas Limited Partnership authorized to conduct business in the State of California By: Name Title: 140-44�L relo f. la, Katherine Castillo Paralegal Advisor Dated; 07116/2024 7 M� M Revision 1/0612021 SEP 10 2Ui 3 Exhibit A Scone an(] tricitt LSP's Sco ve. and res ]onsibllities AGREEMENT # ITARC-00934 1. The Licensed Support Provider (LSP) will resell all available Microsoft Licensed Support Provider (LSP) for Microsoft Master Microsoft Enterprise Agreement No. 8084445; Software Licensing, Software Support, Cloud Services such as Azure, Industry Solutions Delivery (I SD) formerly Microsoft Consulting Services (MCS), Microsoft Unified Support and Microsoft incident response. Microsoft Select [plus Agreement No. 7756479. 2. The agreement with LSP as a LSP of the Microsoft Products and Services under Microsoft EA No. 8084445 is available for use by the County of Riverside and governmental agencies within the State of California, The LSP will serve as the liaison between the political entity for enrollments under the Microsoft EA, 3. The LSP agrees to extend the same pricing, similar terms, and conditions to every political entity, special district, in the State of California. It is understood that other entities shall make purchases in their own name, make direct payment, and be liable directly to the LSP of their choosing; and County shall in no way be responsible to any LSP for other entities' purchases. 4. The LSP may remain the LSP for the Three 3-year duration of the Enrolled Affiliate's Enterprise Agreement Enrollment. All True -Ups during the 3-year enrollment (orders for new products, etc.) by Enrolled Affiliates are required to be submitted only through the Affiliate's selected LSP. Multiple LSP's cannot service a single Enterprise Agreement Enrollment. Enrolled Affiliate may at any time choose to transfer their current enrollment from one LSP to another LSP pursuant to the transfer terms set by Microsoft. 5. The Enrolled Affiliate shall work with the LSP to determine the annual payment, true -up commitment schedule defined in their enrollment. G. Each Affiliate will communicate to the LSP the compensation terms applicable to their agreement. 7. The LSP will provide reports showing year to date annual spend according to Enrolled Affiliate's specifications. Frequency will be determined by each Enrolled Affiliate (ie: monthly, quarterly, etc.). 8. The LSP will provide reports of licenses purchased and added on to enrollment according to Enrolled Affiliate's specifications. (Intended for an enrollment that has licenses for multiple agencies within a governmental body - ie county, city, etc.) Frequency will be determined by each Enrolled Affiliate (ie: monthly, quarterly, etc.). 9. The LSP will provide, at the Enrolled Affiliate's request, a licensing portal that allows the tracking of licenses beyond the capabilities of the Microsoft 'VLSC. This portal will show, but not be limited to, all licenses on the current enrollment, quantities of said licenses, track licenses at department/agency levels, transfer licenses to and from each department/agency, and have reporting functionalities. a Ruision 1106/2021 AGREEMENT # ITARC-00934 10. The LSP will provide training to the Enrolled Affiliate's Microsoft administrators on Microsoft portals such as the VLSC, Office 365, Azure, etc. within 30 days of receiving a purchase order for such products that introduce a new portal. LSP should outline what aspects of training they feel would be beneficial in their proposal. 11. The LSP will provide documentation to the Enrolled Affiliate within 90 days of when Microsoft has made a change to a license and advise of any grandfather or conversion rights within that same timefi'ame. 12. The LSP will provide a short synopsis of why an amendment is needed and the ramification of each amendment to an enrollment at the time of such alliendillent. 13. The LSP will provide an updated price list on an annual basis or when Microsoft changes price point, whichever is sooner, in an Excel spreadsheet to the Enrolled Affiliate. This price list must capture, at minimum, the following categories for each product: SKU, product description, MSRP, NET (Level D), LSP's uplift and contracted unit price. 14. The LSP shall provide a list of enrollments. The list of enrollments is due 30 days after the contract signature and on January 15th of each calendar year during the agreement period. This list will include the agency name, contact person, email and phone number and annual spend. The intent of this is to track how many agencies within the State of California piggyback off of the Master Agreement. 15. The LSP will be charged 1.00% of the annual enrollment sales amount to leverage the riverside County Master Microsoft Agreement No.8084445, and Select Plus Agreement No.7756479, which payment includes Software Licensing, Software Support, Cloud Services such as Azure, Industry Solutions Delivery (1SD), Microsoft Consulting Services (MCS), Microsoft Unified Support and Microsoft incident response. This administrative fee will be all annual fee, per enrol lment inclusive of Affiliates Shadow Enrollments, 16, The Servicing LSP shall provide Microsoft Enterprise Support Services from Microsoft to assist customers leveraging this contract vehicle in operation of the technology acquired and assist riverside Master Participants in maximizing the benefits of this investment. 17. The Servicing LSP shall provide the ability to for the acquisition of Microsoft services as the demand for individual product services or capabilities expand. The servicing LSP shall provide services to include Microsoft Unified, Industry Solutions Delivery (ISD), and Microsoft incident response. The Servicing LSP will have a valid Microsoft Master Services Agreement on file with Microsoft in order to resell Microsoft Unified Support, and Industry Solutions Delivery (1SD). Additionally, the contractor shall provide Microsoft dedicated Technical Support representatives and subject matter experts provided via the Microsoft enterprise agreement to support and assist riverside County master participants in analyzing, architecting, implementing, managing, and operating solutions based on the licenses previously acquired or to be purchased in accordance with the terms of the Microsoft enterprise licensing program. D7 Revision UO612021 AGREEMENT' # ITARC-00934 18. LSP will be responsible for submitting a completed "Reporting of Active Enrollments" by January 15th of each year for the prior calendar year. 19. The County of Riverside Information Technology (RCIT) will invoice the Awarded LSP annually based on the enrollments verified from LSP Reporting of Active Enrollments. 20. Payment is due to Riverside County Information Technology thirty (30) days from invoice date. 21. The administrative fee shall not be included as an adjustment to LSP's Master Agreement pricing. 22. The administrative fee shall not be invoiced or charged to the Enrolled Affiliate. 23. Administrative fee checks shall be submitted to: Riverside County Information "Technology Attn: Accounts Receivable 3450 14th Street, 4th Floor Riverside, CA 92501 10 Revision 1/06/2021 AGREEMENT 4 1TARC-00934 I'ricin 1. Microsoft Entcrnrise License Subscriptiiog amid services Item Description Price Level Markup % Enterprise Online Services" (including Full USLs, From SA 4.00 USLs, Add-ons and Step Ups) M365 E3 and ES, Enterprise Level D Mobility + Security E3 and E5, Office 365 Enterprise E1 or E3, Windows 10 Enterprise E3 or E5. Enterprise Products (Office 365 Pro Plus, Windows 10 Level D 4.00 Enterprise, Core CAL Suite Enterprise CAL Suite). Additional Products (M365 F1, M365 ES Compliance, M.365 4.00 E5 Security, Office 365 Enterprise F1, Project Online, Visio Level D Online Plan I or Plan 2, Dynamics 365, Azure, SQL Server, Windows Server, etc). Server and Tools Product (applies to Serves' and Cloud 4,00 Enrollments only) SharePoint Server, SQL Server, BizTalk Level D Server Visual Studio, Core 1ltfraSlructure Suites etc. All products for Select Plus A >reenient No.7756479. 4.00 Microsoft Unified Support Services 4.00 Microsoft Consulting Services 4.00 Microsoft Incident Response 4,00 2. License Support Provider (LSP) Solution Area Specific Capability: Solution Area Specific Capability Number Customer Size Reference? Number of successful customer production snail 100+ 10,000+ Yes del) loymentsJm igrations? Number of successful customer production SharePoint 100+ 10,000+ Yes depioynientshnigrations? Number of successful customer production Teams 100+ 10,000+ Yes deploy tnewshnigrations? Number of successful customer production Teams 100+ 10,000+ Yes Voice deployments/PBX migrations? Number of people with specialized expertise on 200+ technologies listed above 11 Rcvisian 1106/2021 AOREE,MENT 9 ITARC•00934 3, License Support provider (LSP) service rates: Data and Artificial Intelligent Certified Competency (Yes/No) hourly liate (On Premise Build Intelligent A ps Yes $50 - $475 Build Intelligent Agents Yes $50 - $475 Machine Learning Yes $50 - $475 Internet of Thins Yes $50 - $475 distributed data Yes $50 - $475 -Globally C)SS Databases Yes $50 - $475 Cloud Scale Anal tics Yes $50 - $475 Data Platform Modernisation to Azw•e Yes $50 - $475 Windows Server on Azure Yes $50 - $475 Security & Mana ement Yes $50 - $475 Datacenter Migration Yes $50 - $475 Modern Business Intelligence Yes $50 - $475 copilot Yes $50 - $475 Biz Apps Customer Service Yes $50 - $475 Field Service Yes $50 - $475 Marketing Yes $50 - $475 Talent Yes $50 - $475 Finance and Operations Yes $50 - $475 Business Central Yes $50 - $475 Power Apps Yes $50 - $475 Power- BI Yes $50 - $475 Apps and Infrastructure Azure Stack Yes $50 - $475 High Performance Compute Yes $50 - $475 Cloud Native Apps using Serverless Yes $50 - $475 Modernize Apps Yes $50 - $475 SAP on Azure No NA Unux on Azure Yes $50 - $475 Dev Cl s Yes $50 - $475 Business Continuity & Disaster Recover Yes $50 - $475 Windows Server on Azure Yes $50 - $475 sectil-ity & Management Yes $50 - $475 Datacenter Migration Yes $50 - $475 Modern Workplace User Adoption & Change Management Yes $50 - $475 Security Yes $50 - $475 GDPR & Compliance Yes $50 - $475 Teamwork Yes $50 - $475 Calling & Mectings Yes $50 - $475 Modern Desktop Yes $50 - $475 Office 365 Migration Assistance Yes $50 - $475 Mail Yes $50 - $475 Teams Yes $50 - $475 sharepoint Yes $50 - $475 ChIcbrive Yes $50 - $475 12 Revision 1106/2021 AGREEMENT 11 1TARC'.-D4934 Exhibit B LSP REPORTING OF ACTIVE ENROLLMENTS MICROSOFT ENTERPRISE AGREEMENT No. 8084445 LSP Name I %ompony rmme RIVC0 Contract ID I 7kr) Master Enrollment Enrollment Enrollment Number: Entity: County of Riverside Annual Sales Reporting Start End Term: Date: Date: [ateedar Year xx/xx/ xxlxx xxxx /xxxx Enrollment Enrollment Contact Contact: Email: Johns Dui. Enrollment Contact Tel: 13 Revision IM612021 AGREEMENT # 1TARC-00934 Exhibit C MICROSOFT LSP PARTICIPATION FORM U. iI Cifu%xi .Aomnwni£at,on- Conndr<ntial Chief Infvrmatlon Orficar MARTIN PEREZ, ACID Enterprise Applications Bureau DARRYLPOLK Chief Tvchnotagy Officer R I GUSTAY4 VA2QUFs, ACID TRACY TILLMAN Converged Communications Bureau Deputy Director Admin - IT ANTHONY CNOGYOJI KARAM CHANORAN, ACIO Chief Infprrnation Seeuniy Of icer Teehr.Ocay, Services B4 +eau Micrasoft LSP Paiticipation Fomi (REQ # ITARC-00532 Attac mneut 2) Complate this form and return to: Payment should be inade to: Riverside County Information Technology Attentlon: Linda Fakhourl 3450 14th Sheet, Fourth Floor E-rnall; Ifekhouril tvco.or[l Riverside, CA 92501 County of Riveroide TIN #; 95-6000934 ConlptinyNttnie: Dell Marketing, L. Name: S;:idna Konooff T11le: Proposal Manager Addresv: One Dell Way City: Round Rack, TX zip Code:78602 Telephone #: 925-200-6506 Fax #: N/A Emall: Sarina.Konnoff@Dell com Tho County of Riverside is the host of this Microsoft Master Agreemert No. 9084445. All questions regarding t11e products and licensing should be direeted to Microsoft. uy signing below, I am agreeing to pay the perticlpallon feerr for each enrollm15nt that is established 13Y leveraging the County of Riverside Master Agreement in accordance to the schedule referenced on RF4 # ITARC-DOSa2 and any cul)sequent conlracto and 1 or amendments. By signing below, I also agree that all enrollments will be subnillled to Microsoft direct, to report enrollment activity and comply to the payment schedule per RFQ # ITARC-00532 to riverside County inforfation Technology. Pgeaae reference the remittance information allove for where to send the payment Failure to comply may reauit in the sword being rescinded. Signature Sarina KDni-koff Printed Name May 3, 2024 Date Proposnt Manager Title 14 Revision U0612021 AGREEMENT # ITARC-00934 Exhibit D Microsoft EA Benefits for Government Agencies E1 Reduced Paperwork Reduced number of separate documents to review — by consolidating amendments into a single document. Many of the amendments previously required are now built into the enrollment document. Customers utilizing the County of Riverside EA Master Agreement may choose either an Enterprise Enrollment or a Server and Cloud Enrollment (or both) depending on their needs. E2 Standard Pricing Across all platforms Microsoft will provide LSP's (authorized EA LSPs on this contract) with Government Level-D, pricing off of published "LSP cost" all platforms. Azure discount is a factor of the consumption rate. This will make it easy when calculating New, Additional product, and True -up purchases at the beginning or during your Enterprise Agreement Term. It also reduces possible confusion among partners. E3 No charge Onboarding Services Microsoft assisted onboarding is now a benefit of Office 365, Microsoft Intune, Azure AD Premium and Azure RMS. Eligible customers will receive guidance from a dedicated group of onboarding experts known as the Microsoft FastTrack Center (FTC) to onboard to these services. The FTC uses an onboarding approach known as FastTrack to help you, your iT Team, and or Partner, confidently onboard new users and capabilities. Programs are subject to change andlor evolve. E4 No Charge Security Incident Assistance M icrosoft will engage special security teams in the event of an exploit if your organization leverages Microsoft security technologies as part of your enterprise agreement commitment. These teams will help you identify and stop the malicious attach and triage the incident. See your Microsoft Sales Executive for more details, E5 Raise and lower commitment for ]tasted services during the Enterprise Agreement Period You can raise your commitment for hosted services like 0365, CRM, Azure during the current EA year and only commit to the remaining momlis in that year. Example; your anniversary for your Year-2 term is in November and your adding 100 Office 365 users in May. You will only be obligated to pay for the 6 months leading to your anniversary. Additionally, you can now true -dawn hosted services at your anniversary to the original commitment level as well. E6 Additional Software Assurance benefits • With New Version Rights, you can upgrade each Microsoft product license that is covered by active Software Assurance to the most recent version for no additional cost. When a new version of Microsoft Office is released during the term of your agreement, your licenses are automatically upgraded to the new version. Office Roaming Use Rights: Help expand end-LIser productivity and extend the value of your virtual desktop environment with Office Roaming Use Rights, which lets users with Software Assurance on Office, Project, or Visio remotely access their software on their virtual desktops from third -party devices. is Revision 1/06i2021 AGREEMENT f# ITARC-00934 Spread Payments: Spread the costs of your License and Software Assurance purchase across three equal, annual sums versus one up -front payment to help reduce initial costs and aid in forecasting annual software budget requirements up to three years in advance. When you use the Spread Payments benefit, no interest or additional fees are incurred. You may also consider Microsoft Payment Solutions to help finance your technology needs, including software, services, partner products, and hardware. Although Microsoft Payment Solutions is [tot part of Software Assurance, you can choose it separate from, or in addition to, the Spread Payments benefit to create a customized payment structure. Step -Up Licensing: Volume Licensing customers with Software Assurance can migrate from a lower edition to a higher edition software product while maintaining their Software Assurance coverage on a given product. The Step-up License makes it easier for you to move fronn a lower level edition to a higher -level edition without incurring (lie full cost of licensing two separate editions of the software. More information about the Software Assurance by products as listed above can be found at: htt s: www.microsoft.com en -us Licensin licensin - ra rams software-assurance-b - product aspx?83ffdda4-a263-4123-9752-1122538CO96.nTrue 16 Revision 10/2021 AGREEMENT # ITARC-00934 Exhibit E Microsoft Enterprise Agreements and Amendments El) Microsoft Enterprise Agreement No, 8084445, E,2) Microsoft Select Plus Agreement No. 7756479. E3) Amendments No. I- EA Custom Terms CTM (Document No. CTM-CPT-DP7'-FWK) E4) Amendments No, 2- EA Custom Terms (Document No. CTM-FWK-CTC-AGR). 17 Revision 1106/2021 i� micrrl,>ci t Program Signature Form fogsIVMRSA numhr. f Apmewml numher ? ()1Fqtk4 11c �t.ln�e I'lCen'sing Ofl�l-kayloerl-S•l]4 Note: Enter the applicable active I11,190r(us, ns-mainted wltll the dncume.tits below, Microaofl requims the associalod active number be ilxlicated here, or listed below as new. Fol' the purposes of this fonts, 'Customer', cell mean lhs Sighing anlity, Enrolled Affiliate, Government Partner, lnstitt}tion, or olhCr party ontrrincg into a volume Ilconsincd procgraln ngrormc-nt. I Thls slpalure form and all conlract documents Identified lit 1116 tslile below are entered into between lhe: GL.slomf.r send the Microsoft Affilinle signing, cis of tho effcclive date identlfir,d Wow. Fnlerprise Agreement I X20-10209 rDocument Num)rrorC?trr,-Z. A. LLJ _UactHllenl Ivuinuer ur '-Uuu•- rrlloos Agroenlenl> cuntanl Nuplber or Cod <CliL)o oos2 [nrolfnienilRe Islralion Clocurnt:111 ivulyliser crCocie ei'l.....eO Fnrnllrr�iantlRaflitilrall[3119 Uuuurnent Nnntber nr Code Dose EnrollmenUF O islration} Document Ntll1lber or Code oose Lngliment/Regislrallon:- [7acumenl Nurnller or Code mdrnont to Contracl Docunleills . _ T CTM-C'PT-OPT-fVXZL w) — BY signing below, CLISiarner and 1118 Microso Armiate agree that both parties {i) have reccived, rand and understand the above cunlful docU1%)Ont% including any websiles or docuirleltts I+lcarporalf cd by reference and any amendmelits Fend (21 sigree to he bound by the terms of all loch doculnonts. y, r� . ,•:Iy,, - 'r:•.tp"�*,� � � a, f,�ic�r ' , , : �t�w ��I'�� ..y �� `x+' r :,,, Name of En79wyg�� lanfe), County of Riverside Siflnaturr' Printed First and Last Nam' Ric iris l' rr Printed Title ! 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It emends the Gnrollnlenl or Aetreemerll illentified about:'. All terms uSed bill 1101 defired in thin Amendment will have Ilia same meaNngs provIrINi in t#gat Enrellrnent or Agreertlent Enterprise Agreement Custom Terms CTM 1. Sodion Ov. " form", Is horaby arrienrted and resmed as follews: a. Term. The term o1 this AoMement will remain In effect unless terminsled by oilher party as desclibed Each E116111nent will have the torn provided in That Enrnllmont. 2. 'rm pricing that Microsofl will ufrel, Enrulled Affilialp'-, Resellni for Enrollintants effordive bn•lween Novenlber'1, 20-10 lhfough October 31, 2021, saki That Will stilly far 1hs elttil'e initiGll lean or sunll Gnr6IImt nt;. iti :+5 fallnw,Q: . I'roducl - Price Lltampfes Include but arc not llmitod to Level the fallowing": Pnterpriao Online Services" Level D f'A305 1-3 and E6, I -Enterprise Mobility SA minus 2% 5ecurily E3 and E5. Olfice 305 Erllorprise (inchltlinfy Full tJSLs. I tom lJBLt, Adel on5 a11d Slop L"-1 or E3, Windrim 10 Enterprise E3 or F5 Enterprise Products Laud O� Offte 365 Pro Plus, Windows I Enterprise, Core CAL Suite, Enterprise CAL 5uile Additional Products Level O M365 f+1. M365 Ea Compllsnce, M365 E5 Securlly, Off ier+ 365 f--ololprlse t=1, Prn}ccl Online, Vislo Online Plan 1 or Flan 7., L1yngmirs 385, Azure, SOL Server, Windows S>emf, etc. Server and Tools Product Level ❑ SharoPoinl server, SQL 5ervar, BizTslk (applies to Se1we31' and Cloud SCrvc1, Vlstill Studio. Core Infrrlstructuro ErxollmenN only] �`;uitas, eIC. [ he ex.yll![,le inclutfu u:llnlu xlalvi�Ilt.at arH Ak1irlllf 0In rai11 er {hC cCllht1e141o1 [51 quvsYnl�Y.nt cluu�j r.dmrin� s. -nl lati;yin[r Fn1Arp!NA 0111owk .�i,`AILIrag nr1; Krttll[Iti Rd in the NOGAIU I MM 001 1 hP OPP volt la cI 'F CW 0 tilt_ tC+Weg rot 'F'1oU�wro A'wlu�iAly'. 111a 9t7f]1.'[{ a! �loltltfliytf U:diela aervi��es is auaju;;t h: ells ,c1u vs Elltelrlrsd {Thllue Srrvleees era actlCcl, tlazir�t�d+reva�el ar:bn'I�4ed fl•aln t114 Gnerpri;,� Isl.gfalYticrfOtitlrl Exrlkmlaim apply to IN,, addilionil 2% discaunt rlrl Fnterpriqu Onliric SPIVIces 75 follows: A111L.:1dip'0111APU V11 0 {:1 W1 C:PT UiaT•FIiS+I( 81) 112no, I of � C (111 �Inrti:l .l.rac .I.�I � va.l.ti� 1- wa.:�1 x3op- j-p 11;0!;O"lW P118A ay v} u1401 a.11i;e1161S l; o; pakoeaje aq 1611ul �tlawpuaWV sl '10)lunt) 1104q piaulputlwV 5141 ':rnoga polpItlup1 juauig;0V lu 1ilauglaAu-1 0111111 1101sln0,11) /,tie JMIT3 Iuetvl)uDWV s141 (1l uolSlno,d ALle tlaor,%Ieq IolUtlao ALM al a)Sgl )I '100)JO pup aoloj Ilnl el pug paGuellaun 8H1 M01 anogl2 psapuaP! luatoaa,if3V.10 luoIkilp11-E1 etll '11a11pua IN slyl Aq apou, saGueLla JOJ WOUX3 'sulrul Iuau.iderl + pue eopd it;naae z,aleliviv P6,119AID COW aujuuolel) 111M 01e111ldV pella.lu3 V111 I}uw IapD$pu etll. slunPu,irl Ilo aoJ Cl JOAD I s! lZDV I .1 is yin anllDajla sluaulpn11P3 01 salidde Ietll lanai aolld aif.L avjld PGAMnaslp.ID e31.1d lommotowd atil lai9mol a111 01 [)Oj11111d 51 01MIWV JJOjjL3au3 'Bn>19 lowilowuld rlu,y al rilddl: lull soul1 luisanLtiip ayi ■ 51uOu1110n1� ltiMaue.l .ia u1�aa. le!illn aui to euull;uelxa Sue of Alddo lou sigop lunoas,p aq.1_ • 'luatupoau�--j ay1 jo ale CiAlpapa W11 sI JopeJ algeDllclde A1uu at1-L -,10P)o ue of PD!Iddl# oq Alm Sa-)IAAS euljup asl i(l.lel(l3 1,10 1+lnoaslp y Z letiglfppt Or1} JaylellnI 6u1ulw1e191) u1.1010el a loci sl ✓tape) ue of salldde lut{l tfliloul Isll aajjd eq C` Microsoft Lir.ensing Enterprise Agreement State and local wol ror Use with WroBUft nki-. n11. k A�rP..111etl( or P1111".14 1111 H114hims tir:fr 4wylcwk AviyHni{-0rri r This Microsoft Enterprise Agreement ("Agreement") is entered into I)etween the entities identilied an the signature forrrf. Effective date, The effective date of illis Agreenlent is the earliest effective elate of any Enrciln,cnt entered into cinder this Agreement or the dale Idlicrosoft accepts lhis Agreement, whichever Is earlier. This Agreement oonsists of (1) these Agreetent terms and conditions, inciklding any arnendiiients and the signature rorm and all attachments Identilied therain, (2)1110 PrOdcrct Terms applicable to Products licensed under (his Agreement, (3) the OnNne Services Terins, (A) any Affiliate Enrollmenl entered into undef this Agreement, and (5) any order SUbmitted under this AgraQrrienl. Please note: Doctnnents referenced in this Agrt~enlent but not attached to the slgnature form may be found at 31n.11vfwr�.rnic[o tft,camllrcer>sfn lc�L oi1tr@.qjrz and are incorporated in this Agreement Icy reference, Including the Product Teri -as and Use RIgllls. 'rilese documents may contain additlonal terms and fonditions for Products licensed Under this Agreement and may be changed from time to time. Customer shatld review such doctirnents carefully, both at the time of signing and periodically 1110rettfter, and fully understand all twins and conditions applicable to Proclucts licensed, Terrf'fs afid Conditions 1. Definitions. i "Affiliate" means i a. with regard to Cusfonler, (1) r3ny government agency. det paitmenl, office, instrumentallty, division, unit or other entity of the state or local government that is supeiviserd by or is part of Customer. or which supervises Ccrstomeror of which Customer Is to part, or winch is kinder camrnon scrpervision wilh Customer; (11) any county. Irorough, ccrnrizonwealth, city, municipality, town, towilship, special purpose district, or other similar typo of governmental instrunientailly established by the laws of Customer's state and located within Custoiner`s state jurisdiction slid geographic boundaries; and lip any other entity In Customefr's $tate expressly acrlhorized lay the laws of Custornrrr's stale to purrc.hase under' state contracts, provided chat a state and Its Affiliates shall not, for purposes of this definition, be considered lu be Affiliates of the federal government and Its Affiliates; and 1f. With regard to Mlcrosofi, any lergill entity Thal Microsoft owns, that owns Microsoft, or that is under common ownership with Microsoft, "Customer' means the legal entity that lens 6intered into this Agree-menl with Microsoft. "CustornFit Data" means all date, including all text, Sound, software, inriage, or video files that are provided to Microsoft by, or on behalf of, an Enrolled 7lffiliate and its Affiliates throurdh use of Online Services. "day" means a calendar day, except for references that specify "business day". "Enrolled Affiliate" means oil entity, either CLislamer or any one of Customer's Affiliates that has entered Into an Cnrollment under this Agreement. I:AZnitS up{1r 1)tiI.C7(�ti[3t{rru�2ptf3} 91ge f or l i IJoruureilt Xatt-1(120 "Enrolliriertt" means the document that an Enrolled Affiliate submits under this Agreement to place orders for Products. "Enlerpriseg" means an Enrolled Affiliale and the Affiliates for which Ii is responsible and chooses on its Enrollment to include In its enterprise, "Fixes" means Prochect fixes, moriifiratiollslof enhrincernenis, 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, instal, access and use a Prodtlot. For certain f rOduiCts, a License may be available oil a fixed lorm or subscriplion basis {"Subscription Licens0. Licenses for Online Services will be eanSidBred Subscription Licenses, 'Microsoft" means file Microsoft Affiiielu thttt Iles Ontered Mlo this Agreement or an Enrollment and its Affiliates, as appropriate. "Online Services" means the Microsoft-1105101cl services identified as Online Services In the Product 'terms. "Unline Services Terms' means the addili 1 91 terms ttlat apply 10 CustOnler's LISP: of Online Services published on the Volume Licensing Site arldDupfialed from time to time, "Product" moons ail products identified in the ProdUCt 'fe'rmy, st,ctl as all Software, Online Services and other wab-based services, including pre-release or vela versions. "Product Teems" means the clootiplent Ihal provides Information About Microsoft Products anti Professional Services available through volume licensincg. The Product Terms (10CUmOrlt ig P Ublished on the Volume Licensing Site and Is updated From Mile to Ilme. "SLA" means Service Level Agre:e3rrient, YM141) specifies the minimum service level for Online Services and is published on the Volume Licensing Site, "Software" meklns licensed cople5 of MICI-dsfilt software identified on the Producl Terms. Software doG., not include Online Services, but Sgflware may be part of an Online Service, "Software Assurance" Is an offering by Microsott that provides new version ricgflls and other benefits for Prvduols as further described in file Producl'Terms. 'Trade Secrel" means information that is nal generally known or readily ascertainable to the public, has econCMic value na a regull, and has Keen subject to reasonable steps undar the circumstances to rnainlaln its secrecy, i "use" or "rtin" means to copy, install, use, acicess, display, run or otherwise Interact. "Use Rigtlls" means the use rights ar tends of service for each Product published on the Volume Licensing Site and updated from time to time, The Use Rights supersede the terms of any end user license Agreement that accompanies a product. The Use Bights fur Software are puWall ld by Mlcroaofl In the ProdLirt 'Penns, The Use Rights for Define Services are published in the Online Services Terms. Wolun-ie9 Licensing Site" means hltra;llwwva.rntcrosofl.cninllirer7elncI= r ciR Ora successor sit:~. 2. How the Enterprise program works a. General. The Enterpriso proararn conslsls of the terim and conditions on which an Erlrollecl Affitlate may acquire Pioducl Licenses. Under the Enterprise program, Customer Vr1d his Affiliates rnAy order Licenses W Produces by entering Into Enrollments. if. Enrollments. This Enterprise progr2rfr gives CUMorner andlor its Affiliates the ability to enter Into nne or mare Enrollments to�order Products. Subscription Enrollments may be available for some of these Enrollments, notwithstanding any other provision of this Agreement, only Enrollod Affiliates identified In 4-en Enrollment will be responsible for complying with the terms of Thal Cnrollr11en1, including the farms of this Agreement incorporated by refereAce in that Enrollment, r 1=nai6rfl,4tirt�r 3lxrcy{r;nlCi}tNcw2r}7�} r,,igo2oi rr Doerimned x211-162,49 c. Licenses. The types of Licartses available are (1) Licenses obtained under Softtrar'e ASSU1­8F)CO (WSA), 4od (2) 5trb'scription Licenses, These Liconse types, as well as additional License Types, are further desc'rdbed in the product List. 3, Licenses for Products. i r a. License Grant. merosoft groats the Enterprise a norl••eXChrstve, v+()rlciwide and limited right to dowi load, install and use Software Products, and to access kind use tite Online Services, each in the gtranlity ordered under an Enrollment The rights granted are subject to titre terms of Ihds Agreement, the Use Righls Artrl [Erie Product Terms, Microsoft reserves all rights not expressly granted in lltis Agraernenl. b. Duration of Licenses. Subscripllan Licenses and most Software Assurance rights are teillporary and expire :when the appkahlt~ Enrollment Is terminated or expires, unless thee Enrolled Affiliate exercises a buy-out option, which is avallable forsorne Subscription Licenses, Except as otherwise noted in the appdicallo Enrollment or Use Rights, all other Ui:errses beCome perpetual only when all payments ice that License have Imen made and the initial Lnrollment term has expired. c, Al�plicable Use fights. (i) Products (other than Onlirio Services). 'I'Ite Use Rights in effect on Lire etfectdve dale of the applicable Enrollment term will apply is Ertterprlse's use of the version of each Product that is current at the time, For Nature Versions and new Products. the Use Rights in effect when those versions and Products are first released Will apply. Changes Microsoft rnskes to the Use Rights for a partlor.rlar Versiari will riot apply unless the Enrolled Affiliate chooses to have those changes apply, The Use Rights applio(rble to perpelUal Licenses that were rtcctuired under a previous ogreerrrent or Enrollment are detertlilned by the Agreement or Enrollment uncle( witicn they were acquired. Renewal of Software Assurance [ices not cliange which Use Rights apply to those Licenses. (11) Online Services, For Online Services, the Use Rights in effect on the rmbscriplion start. dale will al)phf for Ilse subsC11plion term as defined in the Product Terms. d, Dowrt9rade rights. Enrolled Affiliato may 4rse err earlierversion of a Product other than Online Servioes than the version that is current on the efteclive cl-tte of the Enrollment. For Licenses 8Cqutrecl In 1119 current Enrollment term, the Use Ricgttts for the curreni version apply to the Lrse of me earlier version. If the aaiiier Proriuct version includes features that are not in ftre opw version, then the Use Rights applionble to the oarlier version apply with respect to those features. e. New Verslott Rights under Software Assurance. Enrolled Affilictto must order and maintrrin continuous Software Assurano'coverage for each Llcense ordered. With Software Assurance coverage, Enterprise aulomaticaidy has the right to Use a new version of a licensed Product as soon as it is released, even if Enrolled Arriliate chooses riot to use the new version inimedlately (1) Except -its olherwise permitted under an Enrollment, Use of the new version will be subject to llte new version's Use Rights. (ii) 11 the Llcense for the earlier version of the i'roduct is perpetual at the little the new version is released, the License for the new version Ld111 also be perpetual, Perpetual Licenses obtained through Software Assurance replace any perpelual Licenses for the earlier version. f. License confirmation. This Agreement. the appkgble Enrollment, Enrolled Affiliate's order confirmation, and anydocumentation evidencing IranMers of perpetual Licenses, togetherwith prool of psymont, will he Enrolled Affiliafe's evidence of vil licenses ohlained under an Enrollment. EA20l6A0i(1JS)SLG(ENG1(Nov20i8} Page 3 of I Jbl`lrAI&Ir X20-1020IJ till. Reorganizations, corisolidFatloils and privatizations, If the number of Licenses covered I)y •ar) Enrollment charges by more than ten percent as fl result of (1) a reorponization, consolidation or privatl2r4tii7ri of all elUity or all operating division, (2) a privatizatlon of an Affiliate or an operatinq division of Emolled Affiliate or any of its Affiliates. or (3) a consolidation lnciuding a merger wilt) a third party that has an existilig agreement or Enrollment. Microsoft will work with Enrolled Affilirte in #toad fRith to (letellrliA8 how to ,accommodate its changed circumstances 11111110 coritext of This Agreement, 4. Making copies of Prodircts and re -imaging rights 7. General. Enrolled Affiliate ma) make as many copies of Products, as It needs to distribute them within the Cnlerprise, Copies rnust be trod and complete (inch.rding copyright and h'ademark r)olices) from rnaster:copies obtained from o Microsoft approved fulfillment source, Enrolled Affiliaaln may use a third party la make these copies, btrt Enrolled Affiliate agrees 11 ball) be responsible for any third party's actions. Enrolled Affiliratc ac�recS tq m�71te r'cclsonable r:Cforl& to nalify its ernfaloyees, agailld, and any other individuals vAhD use the Products that the Products are 11consed from Microscfl and aubjecl to the terms of this Agreement. a;. Copley for traininglevaliration and hack -tip. For all Products other than Online Services, Enrolled Affiliate rnay, (,I) use irp to 20 rornplimentary copies of any licensed Product in a dedicated training fscillly on its premises for purposes of training orr treat pallictrlar Product, (2) use up to 10 complimontary copies of any PrOOLICts for a 60-day evrhlcration period, and (3) use nric: crnmph'mentafy r py of any iicer)sed Pl'odliel roc hacrc-up or archival purposes for each of Its distinct, geographic, locutions, Trisils for Online SefviGes may i)e ovailable If specified in the Use Rights. c. Right to re -Imago, In certain cases, re-irnagtng is perit)illed using the Product rnedta. If the Microsoft Product Is licensed (1) from an original equipment mtmoNclurer (OEM), (2) a5 a full packaged Product through a retail source, or (3) under another Microsoft program, then rneclin provided Ur)dei this Agreemen0may generally be used to create Images for use in place of coples provide<l through that separate source, This right is conditional tq)on the following; (1) Separate Licenses muss be acquired from the separate source for each Product lhol. is re- irneged, (lily The Product, ianrduege, version, and components of the copies made rnu.M be identical to the PI'CCILICt, fan{tuage, version, and all components of the copies they repia{,e anid the nurrlher of copies or inslances of the re -imaged Product permitled remains the sLrme, (lit) Except for copies of an operating system and c*Pies of Procrt.rcta IlCensed under another Microsoft program, 11)e Protluct type (e.g., Upgrade or full License) reArnaged must be idenlieral to the Product tyre licensed from the separate source. (Iv) Enrolled Affiliate must adhere to any Prodtrcl•speeific proceSsas or requiremenls for re- irnaglnp identiflett In the Prodtict Terms, Re -imaged Products remain subject to tile terms ar)cl use ricdhls of the LICeilse acquired from the separate source. This subsection does not arerate or extend any Miclosoft warranty or support obligation. 1 Transferring and reassigning Licenses. a. License transfers. License lr3i)Sfers are not permitted, rsxl~ept that Customer or an f_nro1W Affiliate may transfer only frilly-praid perpetual Licenses it)- (1) an Affiliate, or (11) a third party solely in asnner;tior with the transfer of hardware pr employees to whom the Licenses have been asaignlid as part of (A) n pr ivalixallon or an Affiliate or agency or of an QA20I6AW(tJSALG,; LNGXNov20 t6) r page .1 ur ti 1-1miuni?iil X!u• IC200 operating division of Enrollecl Affiliate or an Affiliate. '(I3) a reoiganizatlon, or (C) a consolidation, i upon such transfer, CLrslgmer `or Enrolled Affiliate must uninstall and diSUOf1 inue using the llmisecl Product and render any copies unusable. b. Notification of Llrense Trmisfer. E'rlrollecl Affiliate most notify MICrOsoll of a License Iransfer by completing a license lransfor form. which can be obtained rram iAW7 WwW IIIiGr sails cm111 ns nr Irrnden qtti and sending the cornpleted form to Microsoil before the License transfer. No License transfer will be valid uriless Enrolled Affiliate provides to the transferee, and ilia transferee accepts in writing, documents sufficienl to enable the transferee to ascertain the sr;ojie. purpose arid limitallons of the rights granted by Microsoft under the licenses being transferred (inclUdin,,gthe applicable Use Flights, use and transfer restristlions, war(antles and limitations of liability). Any License transfer not made in compliance with this section will he void. c, intorval Assignment of Licenses al}d Software Assuretice. Licenses and Software Assurance mast I)e as$19ned to a single user or device within the Enterprise, Licenses and Sailworb Assurance may be reassigned within thin Enteiprise as described in the Use Rights. Tp m and termination. a, Term, The term or this Agreement Wilk be 36 (till caler>clAr months frorn tho eff%tivs date ui!iass terminated by either party pas described below. Eact) Enrollment will have the term provided in that Enrollment. b. Tennlnatioll wlthotit cause. Either party may terminate this Agroernent, withaul cause, upon BO days' wrilken notice, in the shall of lerrnination, new Enrollments will not he accepted. bent any existing Enrollment will continua for the term of such Enrollment and will continue to he Ouverned by ihis Agreemenl. c. Mld-Win twrminatior► for non ap1)roprintion of Funds. Enrolled Affiliate play terminate this Agreement or r:1n Enrollment wifhout liability, penalty or fttrthpr obligollon to make payments it (lards to make payments under the Agreement or Enrollment are not appropriated or alioonted , by the Enrolled Affiliate For Such purpose. d. Terminntion for cause. Without limiting any other remedies it may have, either party may terrrtinate an Enrollrnenl if the alher pasty materially brigaches its obligations tinder this Agreement, including any abligO-liort to submit orders or pay Invoices. Except where the breach is by Its nature not cufable 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 breach, If MiGrasofl giues such notice to an Enrolled ArfHiate, Microsoft also will dive Customer a copy of treat notica and Custorer agrees to help resolve the breach. If tine breach affects other Enrollments and cannot be resolved between Microsoft and Enrollecl Affllialn, together with Customer's help, within a reasonable per•io(l or tirre, Microsoft may Larminate this Agreement and all Enrollments under it. It an Enrolled Affiliate censer to be Customer's Affiliate, it must promptly nollfy Microsoft, and Microsoft may terminate the former Affiliate's Enrollment IF an Enrolled Affiliate terrnirlate8 its Enrollment as a result of a I)reach by Microsoft, or if Microsoft terminates an Enrollment because Enrolled Affiliate ceases to be Customer's Affiliate, then Enrolled Affiliate will have titre early termination rights described in the Enrollment, e. Enfly termination. If ('I) an Enrolled Arfiliale terminates its Enrollment as a resuR of 7 breach by Microsoft, ❑r (2) if Microsoft, terminates an Enrollment because the Enrolled Affiliate has ceetrsecl in be tin Aff !late of Cuslomer, or (3) Enrolled Affiliate terminates an Enrollment for nor) - appropriation of hinds. or (4) Mic:rol;ofl terminates an Enrollment for non-payment due to non - appropriation of funds, than the Enrolled Affiliate will have the following options: (1) It may immedlately pay Ilse total remaining amount dtio. including all ins hlltments, in which case, the Enrolled Affiliate will havte perpetual rights tar Al Licenses It has ordered; or i r i�N P'i 7i t1 I-A201ril4fll(U:`fj$l.f�( MG1(M�VYU11}} 1 g r r711:��irnNitil X2f? 1112[t6) (A) II may pay only amounts duty as of the Ieriniiialion state, In which curse the Enrolled Affiliate WJill have pr;rpehral Licenses for: 'I) all copies of Products (inclu(Iing the latest version of Products ordered under 5A coverage In the current i,el•m) for which payment has been n)ade in full, and 2) the number of copies of Products it lieu ordered (including the latest version of PI'orlLICtS ordered tinder Software Assurance coverage In current term) that is proportional in the total of installment payrrrents Patti versus total amounts We (paid and payable) if the early termination had not occurred. (ili) Itl the case of early IerlAirlation Beeler subscrlption Enrollments, Enrolled Affiliate will Dave the following option~, I -1) For eligible Products, r-tirolled Affiliate may ONEtin perpetual Licenses as described In the section of Ilse Fnrollmenl tilled "13uy011t option," provident that Microsoft receives the buy-out order for those Licenses within 00 days after Enrollod Affiliato provider notice of lerniIna lion. 2) In the event of a breaO) by Microsoft, If Ccrstarmer cliooses not to exercise a buy-out [rptlon, Microsoft will issue Enrolled Affilaile o credil for any amount paid in advance for 5ubscriptlon Licenses that the Enterprise will not be able to use to do the torn-vination of the Enrollihent. I Nothinq In litils section shall affect perpetual License rights acqulrad eithor in en seflarale agreement or In a prior term of the terrtllilaled Enrollment. f. Effect of torminatlon or expiration, Nlhen ar7 Enrollment expires or is terminated (i) Enrolled Affiliate must orderlUrenses for all copies of Products it has run for which it has riai praViously Submitted an order, Any and ail unpaid payments for any order of arly Idnd rer{iain due and payable.., Except as provided in the souses{ion litied "Early termination," all unpaid payments for Licenses Imrrredlately becorne duo and payable, (11) Elvolled Affiliate's right to Software Assurance benefits under this Agreement ends if it does not renew Software A8'suranue. 9, Modlfloallon or termination of ail Onllne Service for roqulntory roosons. Microsoft may modify or lerrninate all Onlina. Service where there is any current or futilre government requirement or obligation [hot; f(1) subjecls Microsoft to any regulation or requirement not generally applicable to businesses operating In the jurisdiction; (2) presents a hardship for Microsoft to continue operating the Online Service willrout modlficalipn; and/or (3) ca►Ises Microsoft to believe these terms or the Online Service may conflict wlth any such requirement or obligation. I h. Prograili updates. Microsoft may rl}Etke changes to this program that will make it necessary for Custorver and Its Enrolled Miliales to enter Into new agreements and Enrollments at the lime of an Enrollment renewal. 7. Use, ownership, rigrirts, af�d restrictions. a. Products. unless otherwise specified in a suiipienientai aurealnent, use of any Product is governed by the Use Rights specif[c to e:sch Pro(lucl rand version and by the teens of the applicable supplemental agreement. b. Axes. Each Fix Is licensed under the same 1e11i18 as 1110 Product to Whioll it applies. If a FiX is not provided for (i i:)eclflc prodiki, any rise rights Microsoft provides with tho Fix will apply. c. Non -Microsoft software and technofoUy, Enrolled Affiliatm is solely responsible for rally non- Microsofl soflware or technology that It installs or uses with the Products or Fixes, I L•A'1.gltiA�lr(tl>;)9LQ{l��rt;)(Nau?.U14) r<,rro n (ir r I E 1301:uMCF11 X29,1011)n d. Restrictions. Enrolled Affiliate must riot (and is rlol licensed to) (,I) reverse engineer, decontpile, or disossernble any Product or Fix; (2) install or use non -Microsoft software or technology In any way that .vould subject Microsoft's intellectual property or technology to sny other license terms; or (3) work around uny Ieoilrlical limitations in a product or Fix or restrictions In Product documenttltfon. Customer must not (and is not licensed to) () sepal-Ote ,and pin parts of a Product or FIX on more than one device, Upgradra or downgfode farts of a Product or Fix at different lines, or transfer parts of a Prodk(ct or Fix separately, or (ii) disiribute, sublicense, rent, lease, lend flny Products or Fixes; in whole nr In tart, or use tlterri to offer ►osling services to a third parly.i e. I�teservation of rights. Produl-As and Fixes are protected by copyrigltl rand other intetiecll.ral properly rights laws rtnd international treatles. Hicrosoft reserves all rights not expressly granted in this agreement. No rights will be granted or implied by waiver or estoppel. Right& to access or use Software on a clevice do not give Customer any right to irhplerneni Microsoft patents ()r other Microsoft InlOILttial property in the device Itself of in any other software or devices. 8. Confidentiality. " conri(lential Informatio(►" is non-f)ubilc infon-rlation that is designated `confidential" er that a reasonable person should understand is conficlentinl, irtcludtng cuslorner Data. Confidentlal Information does not include information that (a) becomes pubtioly available without a breach of this r,greefnent, (tr) the rcceWng party received lawfully from anolttpr Source will►oui a con fide nllality obligation, (c) is independently developed, or (d) is a aomillenl or suggestion volunteered about the other pady's business. products or services. Each party vvill take reasonable step to protect the other's Confidential information and will use the other porty's Confidential Information Drily for purppL es of the parties' business relationship. Neither party will disclose that Confidential Information to third parties. except to its emfrluyees, Affiliates, 0411 actors, advisors and consultants ('Representatives") and then only on er need -to -know basis under nondisclowire crhligsrtions at least m protective vi this agreement. Each party remains responsible for the use of the Confidential Infornnallon by its Representatives and, in the event of cliscovery of any unauthorized use or disclosure, (oust promptly notify the other party. A party may disclose the other's Conlider►lial Irnfounaliorl if required by law; but only after it notifies the other party (if lec►nlly permissible) to Enable the other party to seelk a protective order. Neither party is required to restrict work assl`Ignrnents of its Representatives who have lied access to confidential Information Each party agrees that the use of Inrornialion retained in Representatives' unaided memories In the development or deployment of the parties' respective products or services does not create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly. These obligzitlons apply (i) for titrstorner ante until it is <felett?d from ilia Online Services, and (li) for all other Gonfictential Information. for a period of five years after a party receives the Confidential Information. 1 J. Privacy and compliance with laws. a, Enrolled Affiliate consents to N►e processing of personal Information by Microsoft find Its agents to facllitale the suhJ©ct matter 'of this Agreement Enrolled AHlliate %vill olataln all required consents from Ihlyd parties under applicable privacy incl data protection low before providing persbnni infore ritloil 10 Microsoft, b, Personal Information collected under this agreement (i) may tie Transferred, stored and processed in the United States br any other country In which Microsoft ur its service providers me►intain facilities and (it) will be Subject to lie privacy terms specified in the Use Rigllls. Mlcrosofi will abide by tie requirements of Ekrropean Economic. Area and Swiss data protection (?k2glnAttltil i)il rit('ht[t)t(+h>v2fltiix fi Ige 7 or t l i7i+CuurGnr X2Q• 1d'LOQ law regafcting the collectiorl, use, transier, retention, and other processing Of personal data from the European Eooi1nrnir,Area qnd SwitzeiNind, a, VS. export. Products anci Flxas acre subJeci to US. export Jurisdiction. Enrolled Affitlate Piust comply with all applicable international and national laws. Including the u.s• Fxpori 11dmints1ratiron Regulnlivrtg and' International Traffic in Aims Recitilations, nod end -user, end use and destination restrictions Issued by U.S. and other cgovaroments related to Mirrrasaft products, services and iechnoioyies. 10, Warranties. a. Limited warivrities ,arid remedies, (1) Software. Microsoft warrants that each version of the SOH%Vare Will perform substantlaily as described in the applicable PrOrllrcl documentation for one year from the data Iha Enterprise is first Iicensedlfor lhat version. If it floes not and the Enterprise notifies Microsoft wllhili the warranty lerni, Ilion Microsofl will, at Its option (1) return the price Enrolled Affiliate.. paid for the Software- license, or (2) repair ar replace the Software. (ii) Online Services, Microsod warrants that each Online Service will perfarn in accordance will) the appiif:abla SLA during Ilse Erllerpri,e'S use, The Enterprise's remedies f0f breach of this warranty are in the SLA. The remedies above are the Enterprise's Sole rel"nediss for breach of the warranties In this section. Custorner wallves any breach of warranty claims riot ,mde [luring the warranty periocl. b. f-.'xchisions. The warranties in this agreement do not apply to problems caused lay accident, abuse, or use we mariner inconsistent with dill Agreement, including (allure to ineel rnlrlimum system recluireryienilx, These 'warranties da not 7ppfy to free, trial, pre-releose, ur bata products, or to components of Products that Enrolled Affiliate is permitted to redistribute. c. Disclaimer. Except for' file'Hrnited warranties above, Microsort provides no other wrlrrantles or conditions a► d disclalrns any other express, rrnpliecl, or statutory wnrrnniies, Including warranties of quality, title, non-Infrinrdernent, merchnntahllily, anti fithess far a lsariicular purpose, 19. Defense of third party claims. The partles will defend each other against the third -party ctalms described in this section and will prey the .-imounl of nny re,5ulling adverse final judgment of approved settlement, but only if the defending pally I$ promptly notified in writing of the clairn and liss the right to control the clefensQ and any setllerneril of it. The party being defended rlltlst provide the defending party with all requested aSs1614110e, informalfanl, and authority. Tile defending paftywill reifnhurse the other party for reasor►ahle out-of-pocket expenses it incurs in providing assistance. This sectlon describes tits parties' sole remedies and entire liability for such claims. a. 13y Microsoft. Microsoft will defend Enrolled Affitlate against Tiny third -party claim to the extent it alleges Illot a Product or Fix MAde available by Microsoft for a fee and user) within the scope of the flcense granted (unmodiftec•1 from the forni provided by Microsoft and not combined with ,anythlog else) misappropriates a trade secret Or directly infringes a patent, copyright, irt,dcmork or other proprietary right of a third party, If Microsoft is k1mble to resolve a claim of inhingemont under commercially reasonable terms, it may, at ils option, either ('I I rno(iify or replace the Prorluel or Fix Willi a functional equivalent; or (2) terminate Enrolled Affiliate's license and refund any prepaid licenso fees (fens depreciation on 2 five-year, straight -tine basis) for perpetual licenses and any amount paid for Online Services for any uaage period after the leralinatlon date, (Olcrosofl will not be liable for any clainils or damages due to Enrolled Affiliate's Continued use of a Prorctticl or Fix after being notified to stop duo to a third -party claim. h, By Enrolled Affitlate. To the extent permitted by applicable law, Enrolled Affiliate will defend Microsoft against any third -party clalni to the extent It alleges dial; (I) any Customer Data or CAk0lA3AT(US)SI.G(EIT')(NnV2046t Page s of r i [IGCIPA143W x20• It7200 non-tWlic,rosort software hosted in all Online Service by MICrosott on f=nrolled Affiliate's hohalf misappropriates o trade secrot or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (2) Enrolled Affiliate's use of any Protttrcl or t=ix, alone or in combination with anything else, 'violates lfie la.v or damages a third party. 12. Limitation of liability. For each Product, each patty's Maxirnuni, ayclregale liability to Iho other wider lhi:t Agreement it lin'rited to direr.1 darn.1ges finally awarded in an armUnl not to exceed the amounts Carolled Affiliate was required to pay for the applicable Products dwing thrilterm of this Agreement, sur,jecl to the rollowing: a. online sorvlces. Por Online S( rvlces, Microsoft's maximum liability to Enrolled Affiliate For any incident giving rise to a claim will not exceed the amount Enrolled Affiliate (paid for the Online Service during the 12 ma,ntlis before the incident. b. Free Products and Distrtbiatatito Code, For Products provided free of charge and cock that Enrolled Affiliate Is aulhodyerl to redistribute to Iliird parties without separate payment to Microsoft, Microsoft's liability is limited to direct damages finally ,IWArded up to USS5,000. c. Exclusions. In no event Will either party be liable for indirect, incidental, special, punitive, or consequential damages, or for loss of use, loss of business information, loss of revenue, or internip6on of business, howevdI! r caused or on any theory of liability. d, Excoptlons, No firnii4on or exclusions will apply to liability arlsing out of either parly's (I ) conlidentfalily obligations (except for all liability related to Cuslomer Data, which will remain subject to the limitations and exclusions above); (2) de:fenne obligations; or (3) vinintion of the other party's intellectual properly rights, r 13, ilerifying compliance. a. Right to verify compliance. Enrolled Affiliate must keep records retailing to h11 use and dlStl'(b(jtlbn of Products by Enrolled Affiliate and its Affiliates. Microsoft has the right, at Its expense, to the extent permitted by appilcal}1a I,nw, to verify compliance with the Product's license terms. Eurolted Affiliate must promptly provide the Independent auditor with any Information the auditor reasonably reciuests in furtheron6e of the ver•ificatiort, irncluding accoss to syslerns running the Products and evidence of Licenses for Products Enrolled Affiliate hosts, r5whlicenses, or distribulOs to thrifd parties. Enrolled Affiliate agrees to complete Microsofi's self -audit process, which Microsoft may require as an allernetive to a third party audit. b. Remedies. for non-compliance. If verification or self -audit reveals any krnlicenswl use+ or distribution, then within 30 days, (1) Enrolled Affiliate must order sufficient licenses to cover that use or distribution, and (2) if unlicensed use Or tii-;Vi17ut1o11 is 5% or more. Enrolled Affiliate roust relroburse Microsoft for the cost Microsoft has incurred in verification and acquire the necessary oddilional licenses at '125°/n of the price based on the then•curreni price list and Enrolled Afflllate price level. The unlicensed use percentage Is leased on the total number of Ilcenses purchased compared td qctlinl install bass. If there is no unfirense(I use, MICrasofl Will riot subject Enrolled Affiliate to lanother uerificatlon for at leasi one year. By exerclsfug the rights and procedures described above, Microsoft doe* not waive its rights to enforce this Agreement of to protect Its Inlaltectual properly by any other means permitted by law. c. Verification process. Iviicrosofl will notify Enrolled Affiliate at least 30 [lays In advance of its Intent to verify Enrolled Affiliale''s Compliance wilts the license terms for the Products Enrolled Afrillat(f and Its Affiliates use or distribute. Microsoft will engage an independent auditor, which will be subject to a cvnflderttiaiily obligation. Any Informallon collected In the self-acidil will be used solely fpr purposes of determining compliance. This verification will lake place during nsarmal Business 17ours and In a manner that sloes riot Interfere unretisonably with Unrolled Affiliate's operotiorrs• EA2{I1riAfl!(ll4};il.[i{i:N{i}{NUv2t}I sj rnpl llc.r.runanr ?{70- I f}?•r39 14. Miscellaneous, a. Use of contractors, Miurosoll marry Ilse contractors td perform sen+ices. I�trt will he responsible for their perfornilance stibject to the terms of this Agreement. h, Microsoft as independent 4ontractor. The parties are indepertclant contractors. Enrolled Affiliate and Microsoft each mciy develop products inclependarttly without using lhQ other's Confidential Information. c, Notices, Nollees to Microsoft rrltr5t be sent to the address on title signature' fornl. Notice-s must be in writing and will he treated as delivered an the date shown on file return receipt or on the courler or tax confirmation of delivery. IlAicrosolt may provitle information to Enrolled Affiliate ab(Ail rrpconting ordering deadlines, services, and subscription information in electronic form, Including by email to contacts provided by Enrolled Afrriale. Entails wili lie Irealed as delivered an the Iransmisslnn crate, d. Agreemant not exclusiv4. Ctislonier Is free to enter Into aclreements to license, use or promote non -Microsoft products. c. Anien€iment5. Airy amendment to this Agreement muss be executed by both parties, except that Microsoft may change the Product Terms and Ilse Use Rights from lirne to lir11e In accordance with the terms of tills Agreement, firm conflicting terms and conditions conlaiiied it) an unrolled Affiliate's purchase order will not apply. Microsoft may require Customer to sign a ne►v agreement or an amenchiient before an Enrolled Affiliate enters into an Enrollment under tills acgreomenl. 1 f. Assignment. Eillic 1,parly rnaty assign this Agroefneni to an Affiliale, but nutst notify the oltier party in writing -of the uassignnlanl. Any other proposed assignment must be approved by the non ass gnincd party in writing. Assignment will not relieve the €rssiQning party of its obligations under Ilse assigned 09rearnent Any altemfled assignment without reclUired approval will be void, 9. Applicable law; tlis}rite resolution, Tho terms of tills Agreemenl wtt4 be governed by the LBWS of CMSIOMPr's rctAle, vvillr'oa.ut giving effect to its conflict of laws. Disputes relating to tills Agreement will be subject to epp licr bla dispute resolution laws of Customer's stale. r h. Severabllity, If any provision In'thls agreeniehl is held IQ be tlrlerlfOrceakrle, the halanne of the ngreernent will remain in full force and effect. i, Waiver. Failure to anforce any' provislon of this agreement will not conslitula a waiver. Any waiver must he In writing and signed by the waiving party. ). No lhird•parrty beneflelarles. "This Agreement dries not create any third -party beneficiary rights. k. 5urvlval. All provisions survive terrttlnation or expiration of thle Agrr°pment except (hose requiring performance only during the term of The Agreement, 1. Managerrla nt and Reporting. Customer and/or Enrolled Affiliate may manage account clstails (e.g„ contacts, orders, Licenses, software downloads) on Microsoft's Volume Lieenslrig Servlte cer7ler (" VLSC") web site (or successor site) at: Ill �s rfw,r�k� n1Tc r'L cerm141cg�� in rservlcecentor. Upon the effective plate of this Agreement and any Enrollments, thecontact(s) Identified for this purpose will be provided access to this site and mayOrilhbrize radditionral users and contacts. n,. Order of precedence, it) the case of a conflict helween any documents In this Agreement that Is not expressly resolved in lhas6 documerils, their terms will control 117 the following or(ler f1'orri highest to IoWesl priority: (1) this C-nterprise Agreement, (2) any Enrollment, {3) the Pro[klct Terms, (4) the 0111111e ~Services Terms, (8) orders submllted under (ills Agreement, arxt (6) any other documents in this Argreeinaril. Terms In on avtilendrnarit Cuntrot Over tile, amended document and arty prior americlrnenis concerrilnrg the same subject matter. EA201: l+.p0.01 CG IZIQ](N0721116) I Plug 10 91 11 00-,umenl X1O 102N r�. Frfle Products. It is Microsoft'd. intent thal the ternis of this Agreement and the Use Rights be In compliance with all applicaUte federal law and regsllations. Any free product provided to Enrolled Affiliate is For li►e sole Ilse and benefit of the Enrolled Affiliate, and Is not provided for use by or personal benefit of any specific government employee. o. Voluntary Procluct Accessihillty Templates, Microsaft supports the government's dbtigaiion to provide accessible leuhnologies to its citizenms with disabilities as required by Section 508 of the Rehabilitation Act of 1973, and Its stale ISW countearparls. The Voluntary Product Acceswibifity Templates ("VPATs") for the Micl'osoft technologies used Io providing IN Online Services ran be found ut Microsof('s VPAT page. FLIaher informytion regording Microsoft's Con)IIIIIInet1l to aCoesslbllily can 1)9 fOLind at hltp.//yC6Lgq(1ci o-qorl. rot ofeiM le. P. Natural disaStel'. 10 tlto event of Lj "niittlrtil dlSfistel,' Mtcrosorl may provide additional assistanre or rights I)y posting khem at 5uc11 lime. (I. copyrighl violatiorti. Except as set forth in the section above entitled "''ransfeiring and reassigning Licenses", the Enralled Affiliate agrees to pay for, and comply with the t mo-, of this Ac)reenten# and the Use Rights, the NroduCls It uses. Except io the extant unrolled Affiliate Is licensed under this Arg(eemihrll, it will be responsliAe for Its 1)reacli of this conlraat and violation of Microsoft's copyrli;jht In Ilia Pro&Wts, including payment of License fees specified In this Agreement for LINICensed use. I �d+Z010it{)r{11S)Str;f��`IGjfIVnv2UIG} � Frt�¢ 11 or 11 I}uruirtraIII Y.211,'1i121}J) a ' IV�ir.l rasf � V011.imt) Lic enSin� Supplemental Contact Information Form This torm earl he usecl in combination will MBSA. Agreement, and EnrollrnentiReglMrallon. However. a separ7ta fora, must lie skornilted for each enrollment/registration, when more iIlan i7,le is; submitted on a signature lone. For Ills purposes of this forrn, 'entity" can meal the signing entity, Customer, Enrolled !Affiliate, GUver+in7eni 170r0er, Instilolion, or 01her party eillerlrlg into a volume 1lcensinq program agceernant. Prirnary arul Notices contacts in this form will not €Ipply to enrollments OF regislralionS. This form applies (0) ❑ MB5A I ( Agreement l L"nroll+nentlAtilliate Registration Form Insert lyrirnaryentity narne if moire ition one EnrolirnenlfRegislrallon Form is submitted Contact information, Each party will nolify the other In writing If any of the inforin7tion in the following conlasut information Page(s) changes. The asterisks (') Indicats requirecl fields; It Ina entity chooses to designate other c0nl[O l types. llre same regOred fields rrrusi tie coitrpleted for each secttUn. Ry provicling Contact infornialion, entity consents to Its use for 10(005es of administering the Enrollment by Microsoft and other paiiies lhal lielp Vicrosofl artniolster tllls Enrollment. Tha personal infoonation provided In connection with this agrmemenl will be used and protected accordli)V 10 the privacy staiament available at htlos:UIIcoil sinu mlcrosoll.coni. 9. Additional notices contact. This conlact receives all notices that are sent from Microsoft. No online access is granted to this Individual, Narne of entity" County of Riverside Contact name,': IFIrst Regina Last f Underburk Contact emalf address" RF►+ndeiburl(@rivco.org Street orldross" 3450 141h Slreel, 41h Floor City" Riverside 311slo Province" California Postal code" 9250-1-386,1 Co#ili"' use Phalle" 951-055-2265 Fax r ❑ This contact Is a third party (not the an'lily). Warning: TIlls eontart receives personally identifiable Information or the entity. 2. Softwat'e Assurance mainalger. This rontart will raceivo online perrnissio.is to inanoge the ,5ofhvart: Assurance benefilS under' the Enrollment or Registralior7. Name of entity' Corr„ ty of Riverside Contact name`: First Regina Last Furl(Ir*rhurk Contact small address" RFunderbUrl(@rivco.org Street address" 3460 '14th Street. 4th Floor; City" Riverside StrrtelProvince' California `Postal code' 02801-386-1 r i vis+pC+rnl�cll:+io�ormtllA,l,+n}{`hl ?(()rt7Ur7} Nino i of a Country" USA Phone' 951-955-�265 Fax I'tiis contact is a third party (not the entity). Warning-. This contact receives Ixe,rsonally identifiable information of the entity. 3. Stobscriptions manager". This contecl will assign MSDPI, Expression, and TechNot PILLS subscription Iicen$es to the Indivlclu71 subscribers tinder this Enrol6rient or Rogislratiom Assignment of the sLihscription licenses is necessgry for occess to any of the onnline henefit*, suclI .96 suhscription downloads. This contact will also manage any complimentary or additional media purchases related to these subscriptions Name of entity" County of Riverside Contact narrte": First Regirls'a Last Funde-Iburk Contact ernall address* RNnderbLllk ci 6vco.org Street address* a450 14th Street, 4t) rlloor City" Rivrxside StatelProvince' Califnrnin Postal code` 92501-31361 Country' USA Phone* 951-955.2265 Fax ❑ This contact is a third party (not the entity). Warning: This roatnct receives personally Identifiable information of the entity. 4. Online services manager. •Th4a rontaQt will be wovided online pefmis$ior)s 10 mangige tltr~ brrline seiviucs ordered unr.1pr the Enrollment or Registration. Nance of entity„ County of Riverside Contact Warne": First Luis Last Flores Contact email address" LFFiores c@iWco.org Street address" 3450 141h Street, 41h Floor City' Rivcrside StatelProvince" California Postal code' 92501.3661 Country" USA Pilo tie,, 951-955-8114 Fax ❑ This contact Is a third party (not the entity). Warning: This contact receives personaily identifiable information of the entity. 5. Customer Support Manager (CSM). This parson is designated as OVI Customer Support Manager (CSM) for support -relaters activities. Name of elr:tity* County Of Riverside Cvntaot name': First Luis Last Flores Contact emall Faciciress* LFFlares@rivco.prg Stroot address* 3450 141h Street, 4th Floor City, Riverside StatelProvince' California Postal node' 0250'1.3861 Country' USA Phone,' 951-955-15114 Fax 8, Primary contact information. An Inclividual front Inside We organization must scrrve 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 upCrnr;adl04wuun(NA.rt40)p,N(})(Ltcraa1:s) P.Iae 2 of 3 Contact. narne": First Jim Last Smilh Contact elnalf iddrOss' jimsmith@rivro,org Stroot address' 3430 lath Street. 4th floor City" Rlvel'Side 5tatelProvince" CA Posts) code' 9W501,386,1 Country' US Phone" 95'1-231-6909 Fax 7. Noticos coritact and online administrator information. This IndIvidurll receives online tidminisirator permissions anti way gumt onkie ar.cess to ethers. T1115 conlncl also receives aft notices. 0 sarrte As p4maty Cmofart Name of ontlty` Contact name"; Flrst Last Contact omail address" straet address` City' statelf'rovincee Postal coital Country" Phone" Fax This contact is a 1 brit party (not t11e elltlty). Warning: This contact receives personally identiflable informatior) of ffic entity. SUPCOilFOC.ItnrrOPOPIII(MA,IND)IEiu,NOr.Im mj Fang. j 0 3 -'* Microsoft Program Signature Form MBAIMnA number Agreement number Noto; Enter the applicable active numbers associated wish the documents below number be indicated here, or listed below as new. Volume Licensing Proposal ID Microsoft raquires the associated active For the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below. Select Plus Agreement X20-04674 <Choose A reement> Document Number or Code <Choose A reement> Document Number or Cade <Choose A reement> Document Number or Code ,er,.he, QA Anmpmant> Document Number or Code Select Plus Affiliate Registration Form <Choose Enrol Iment/Registration> <Choose Enrollment/Registration> <Choose Enrollment/Re istration> <Choose EnrotlmeoURegistration> n Document Descri Document Descri Document Descri Document Descri Document Number or Code Document Number or Code Document Number or Code Document Number or Code Document Number or Code Document Number or Code Document Number or Code Document Number or Code Document 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 EntO (m'ust l# Ion al entity name)* County of Riverside Signature* Printed First and Last e" Ines Mark I ()f2 A cis �-1) C ] 1 ry CC 3Y _. Printed Title' Procurement Contract SVVU pecialist n I'pi ;,, KIF IS' DATE signature Date* 07/ 17/2013 Tax ID 95-6000930 " indicates required field Program Sig nForm(MSSIgn)(NA,LatAm)EYBRA, MLI(rnNG)(0c12012) Page 1 of 3 Microsoft Licensing, GP Signature Printed First and Last Name Printed Title Signature Date (date Microsoft Affiliate countersigns) Effective Tate (may be different than Microsoft's signature date) Optional 2"d Customer signature or Outsourcer signature (if applicable) Name of Entity (must be legal entity name)* Signature" Printed First and Last Name* Printed Title* Signature Date* * indicates required field - Name of Entity (must be legal entity name)" Signature* Printed First and Last Name* Printed Title" Signature Date* * indicates required field If Customer requires physical media, additional contacts, or is ►eporting multiple previous Enrollments, include the appropriate form(s) with this signature form. After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy. Microsoft Licensing, GP Dept. 551, Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada 89511-1 1 37 USA Prograiri$ignf=orm(MSSigr)(NA.LotAm)txi3RA,MLt(FNG)(Oct2O12) Page 2 of 3 Prepared By: Name of Preparer Email of Preparer ProgramSignForm (MSSign)(NA,LatAM)EXBRA,MLI(ENG)(Oct2012) Page 3 at 3 Microsoft Volume Licensing Select Plus License Program Agreement State and Local Contents 9. Definitions..........................................................................................................................................1 2. How the Select Plus License program works................................................................................. 3 3. How to establish price level............................................................................................................. 3 4. License grant— what Registered Affiliates are licensed to run..................................................3 5. How to know what Product Use Rights apply................................................................................4 6. How to order Product Llcenses....................................................................................................... 5 7. Making copies of products and re -imaging rights........................................................................ 6 8. rransferring and reassigning Licenses.......................................................................................... 6 9. Term and termination........................................................................................................................ 7 10. How to renew an Order...................................................«................................................................. 8 71. Restrictions on use . .................. ............................... .... ..................... ........................... I .... .,. .......... 9 72, Confidentiality...................................................................................................................:.............9 43. Warranties........................................................................................................................................ 110 14. Defense of infringement, misappropriation, and third party claims . ...................... «.................. 77 15. Limitation of liability .................................................................. ..................................................... 12 16. Verifying compliance........................................................... «.......................................................... t3 17. Mon -Microsoft Software orTechnology........................... ................................................. ............ 94 18. Miscellaneous..................................................................................................................................74 This Microsoft Select Plus Agreement is entered Into between the entities identified on the signature form. Effective date. The effective date of this agreement is the effective date of the first Affiliate Registration Form or the date Microsoft accepts this agreement, whichever is earlier. This agreement consists of (1) the terms and conditions of this agreement and all attachments identified therein, (2) the Product List, (3) the Product Use Rights applicable to Products licensed under this agreement, (4) any Affiliate registration entered into under this agreement, and (5) any Order submitted under this agreement. The parties agree to be bound by the terms of this agreement. Terms and Conditions 1. Definitions. In this agreement the following definitions apply: "Affiliate" means a. with regard to Customer (i) any government agency, department, office, instrumentality, division, unit or other entity of the state or local government that is supervised by or is part of Customer, or which supervises Customer or of which Customer is a part, or which is under common supervision with Customer; (ti) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state Jurisdiction and geographic boundaries; and 5electPlus2012AgrGov(US)SLG(ENG)(Oct2t712) Page 1 of 16 Document X20-04874 (iii) any other entity in Customer's state expressly authorized by the laws of Customer's state to purchase under state contracts; provided that a state and Its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government and its Affiliates; and b. with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is under common ownership with Microsoft "available" means, with respect to a Product, that Microsoft has made Licenses for that Product available for ordering under a particular licensing program; "Commercial Product" means any Product Microsoft mares available for license for a fee; "Contractor" means any third party supplier or other provider of computer technology or related services. "Customer" means the entity that has entered into this agreement and its Affiliates; "Customer Data" means all data, including all text, sound, software,or image files that are provided to Microsoft by, or on behalf of, Customer through Customer's use of the Online Services. "Fixes" means product fixes, modifications or enhancements or their derivatives that Microsoft releases generally (such as Commercial Product service packs); "License" means Registered Affiliate's right to use the quantity of a Product ordered. For certain Products, a License may be available on a subscription basis ("Subscription License"). Licenses for Online Services will be considered Subscription Licenses under this agreement; "L&SA" means a License and Software Assurance for any Product ordered; "Microsoft" means the Microsoft entity that has entered into this agreement by accepting Customer's registration; "Order" means the document Customer or Customer's Affiliate submits under this agreement to acquire Licenses or Services; "Online Services" means the Microsoft -hosted services identified In the Online Services section of the Product List. "Product" means all software, Online Services and other web -based services, including prerelease or beta versions, identified on the Product List, "Product List" means, with respect to any licensing program, the statement published by Microsoft from time to time on the World Wide Web at [)tt[)://www.microsoft.r.omllicansing/contract , or at a successor site that Microsoft identifies, which Identifies the Products that are or may be made available under the program (which availability may vary by region) and any Prod uct-specifio conditions or limitations on the acquisition of licenses for those Products; "Product Use Rights" means, with respect to any licensing program, the use rights for each product and version published for that licensing program at IIIIP:l/ww_w.mict'asoft.com/1icerisinq/contracts or at a successor site. Qualifying Contract," means (1) an Enterprise Enrollment under a Microsoft Enterprise Agreement; (2) any Enterprise Subscription Enrollment entered into under a Microsoft Enterprise Subscription Agreement, or a Select Agreement. "Registered Affiliate" means an entity, either Customer or any one of Customer's Affiliates, identified on an affiliate registration form that has been accepted by Microsoft and has submitted an Order under this agreement; "Reseller" means a large account reseiler authorized by Microsoft to resell Licenses in a Registered Affiliate's region under this program; "Service Level Agreement" means the document specifying the standards Microsoft agrees to adhere to and by which it measures the level of service for an Online Service. Selac[Plus2012AgrGov(U5)SLG(ENG)(Oct2412) Page 2 of 15 Document X20-04874 "Software Assurance" means an annuity offering that provides new version rights and other benefits for Products as described in the Product List; "Trade Secret" means information that is not generally known or readily ascertainable to the public, has economic value as a result, and has been subject to reasonable steps under the circumstances to maintain its secrecy. .,use" or "run" means to copy, install, use, access, display, run or otherwise interact. 2. How the Select Plus License program works. The Select Plus License program allows Registered Affiliates to acquire Licenses at discount pricing. Customer and Customer's Affiliates can participate in this program if Customer or Customer's Affiliate (1) submits an Order meeting the initial minimum order quantity, (2) maintains at least one active Qualifying Contract, or (3) has purchased the minimum order quantity during the 12 months preceding the effective date of this agreement. Notwithstanding any other provision of this agreement, only Registered Affiliates identified in a Registration Form will be responsible for complying with the terms of that registration, including the terms of this agreement incorporated by reference in that registration. a. How Registered Affiliates acquire Licenses. A Registered Affiliate will acquire its Licenses through its chosen Reseller. Orders will be made out to and submitted to the Registered Affiliate's Reseller. Microsoft will invoice that Reseller according to the terms in the applicable registration. The Reseller and the Registered Affiliate will determine the Registered Affiliate's actual price and payment terms. b. Choosing and maintaining a Reseller. Each Registered Affiliate must choose and maintain a Reseller authorized in the Registered Affiliate's region. c. Online Services. Online Services are provided as subscription services and are subject to the unique terms set forth in the Product Use Rights and the Product List. 3. How to establish price level. Establishing price levels. Each Product offering is assigned a point value on the Product List and is assigned to a Product pool. . The Customer's price level for a pool applies to purchases made by all Registered Affiliates under this agreement. Throughout the term of this agreement, the Customer's price level for each Product and its associated Pool (Applications, Systems and Servers) will be level "D." Customer does not need to acquire Products in all pools, The price Microsoft will invoice Reseller will be based on Customer's price level for the pool of the Product ordered. Throughout this agreement the terra "price" refers to reference price_ 4. License grant — what Registered Affiliates are licensed to run. Registered Affiliates have the rights below once their registration is accepted by Microsoft, These rights apply to the Licenses obtained under this agreement and are not related to any order of, or fulfillment of, software media. The ability to run current or later versions of a Product licensed under this agreement could be affected by minimum system requirements or other factors (e.g., hardware or other software). a. General. At any time after their registration has been accepted by Microsoft, a Registered Affiliate may run for its own benefit as many copies as it chooses, of any available Products it chooses, provided that it submits Orders for all copies in the month in which those copies are first run. b, Use by Affiliates. A Registered Affiliate may sublicense the right to use the Products ordered under this agreement to any of its Affiliates, but Affiliates may not sublicense these rights and their use must be consistent with the License terms contained in this agreement. SelectPlus20l2AgrGov(US)SLG(ENG)(Oct2Ol2) Page 3 of 16 document X20-04874 5. c. When Licenses become perpetual, (I) License only. Registered Affiliate's right to run copies of any Product for which it orders only a License is temporary until the Registered Affiliate has paid for that License in full and Microsoft has collected such payment. Thereafter, Registered Affiliate will have a perpetual License to run the number of copies ordered in the version ordered. (ii) L&SA or Software Assurance. Registered Affiliate's right to run copies of any Product for which it orders L&SA or Software Assurance is temporary until: 1) the Registered Affiliate has paid all installments of the price for such coverage and the Order or renewal term during which such Product Licenses were ordered has expired or been renewed or 2) the Registered Affiliate is otherwise eligible for perpetual Licenses as provided in this agreement. Thereafter, the Registered Affiliate will have perpetual Licenses to run the Products ordered in the latest versions available as of the date of expiration, renewal, or termination (or any prior version) for the number of copies ordered or renewed. (iii) Subscription Licenses. Subscription Licenses are not perpetual under any circumstances. d, Perpetual Licenses through Software Assurance. Any perpetual Licenses received through Software Assurance supersede and replace the underlying perpetual Licenses for which that Software Assurance coverage was ordered. All perpetual Licenses acquired under this agreement remain subject to the terms of this agreement and the applicable Product Use Rights. e. Non -Perpetual Licenses. Some Products may be licensed on a fixed term or subscription basis. The right to Use Products licensed on a subscription basis terminates upon expiration of the subscription agreement if it is not renewed. f. License confirmation. This agreement, the applicable Order, the Registered Affiliate's Order confirmation, and any documentation evidencing transfers of Licenses, together with proof of payment, will be the Registered Affiliate's evidence of all Licenses obtained under its Order as described in this agreement. g. Prior version rights, A Registered Affiliate may run prior versions of any Product it Licenses under this agreement. A Registered Affiliate may run different language versions of any Product it Licenses under this agreement, provided that the License, L&SA, or Software Assurance for that different language version is available at the same, or lower price, than the price paid for the language version ordered of the same Product and License type. How to know what Product use flights apply a. Product Use Rights, Microsoft publishes Product Use Rights for each version of each Product. The latest version of the Product Use bights is available at http://"w, f-n iguosof I. corr)Jlicensinglcontraets. V) Product Use Rights for current and future versions of Products. The Product Use Rights in effect on the effective date of the agreement will apply to all Registered Affiliates' use of then -current versions of each Product, regardless of the date of the Order. For future versions, the Product Use Rights In effect when those future versions are first released will apply. In both cases, subsequent changes made by Microsoft to the Product Use Rights for a particular version wN not apply to Registered Affiliates' use of that version. (ii) Product Use Rights for earlier versions (downgrade). If a Registered Affiliate runs an earlier version of a Product than the version that was current on the agreement effective SelectPlus2012AgrGov(US)SLG(ENG)(Od2012) Page 4 of 18 Document X20-04874 date, the Product Use Rights for the version licensed, not the version being run, will apply. However, if the earlier version includes components that are not part of the licensed version, any Product Use Fights specific to those components will apply to the Registered Affiliate's use of those components, b. Reservation of rights. All rights not expressly granted are reserved by Microsoft. In lieu of Customer's obligation to indemnify Microsoft under various provisions of the Product Use Rights, Customer will be responsible for any cost or damages arising from any claim to which Customer's indemnity obligation would otherwise apply. B. Now to order Product Licenses. a. Placing Orders. Registered Affiliate may purchase Licenses and Online Services Microsoft makes available under this program by placing Orders with Registered Affiliate's authorized Reseller. The price and payment terms for all Orders will be determined by agreement between Registered Affiliate and its Reseller. When placing orders, a Registered Affiliate must specify the country or countries where the Registered Affiliate will use the Licenses. Microsoft may refuse to accept an Order if Microsoft has a business reason to do so. Microsoft may change the Products and subscription services available under this program. b. When is the Registered Affiliate eligible to order just Software Assurance? A Registered Affiliate may order Software Assurance for copies of a Product, without the need to simultaneously order a new License for those copies, in each of the following circumstances: (t) Registered Affiliate may order Software Assurance for copies of Products for which the Registered Affiliate has previously obtained perpetual Licenses through Upgrade Advantage, Software Assurance, or any similar upgrade protection, so long as the Order for Software Assurance under this Agreement becomes effective no later than one day following the expiration of that upgrade protection, and (2) Registered Affiliate submits an order for another term of Software Assurance for those Licenses prior to or at the expiration of the previous term. (li) During the term of the Agreement (including any renewal term), a Registered Affiliate may be eligible to order Software Assurance for copies of certain Products licensed through retail sources or from an original equipment manufacturer ("OEM"), provided that the Registered Affiliate places its Order within the required time frame. The Product List at htt:/Iwww.microsoft,com/licensinglcontr gk identifies those Products that may be enrolled in Software Assurance and the applicable time frame for placing an Order. (iii) A Registered Affiliate may also order Software Assurance in any other circumstances expressly permitted in the Product List. (iv) A Registered Affiliate may renew Software Assurance ordered under this Agreement at the time it renews its Order as described in the section titled "How to renew an Order," c. How to confirm Orders. Information about Orders, including an electronic confirmation of each Order, will be provided in a password -protected site on the World Wide Web at htips:/iwww-iTilcrosoft.com/licensinr4/servicecenter'/ or a successor site that will be identified. Upon Microsoft's acceptance of this agreement, Registered Affiliate's contact identified for this purpose will be provided access to this site. d. Invoices and payments. For any Orders for Software Assurance or L&SA, if the Registered Affiliate elects to spread its payments over three years rather than payment in a lump sum, it may make this election with its Reseller. In such cases, Microsoft will invoice the Registered Affiliate's Reseller in installments, the first installment upon receipt of the Order and subsequent installments on each anniversary of the Order or the Affiliate anniversary month. Any amounts for Licenses only (i.e. without accompanying Software Assurance) will be invoiced to the Registered Affiliate's Reseller in full upon receipt of the Order. SelectPlus2012AgrGov(US)SLG(ENG)(Oct2012) page 5 of 16 Document X20.04874 e. Changing a Reseller, if Microsoft or the Reseller chooses to discontinue doing business with one another, Registered Affiliate must choose a replacement Reseller. If Registered Affiliate or Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the other using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. 7. Making copies of products and rep -imaging rights. a. General. The Registered Affiliate may make as many copies of the Products as it needs to distribute them within its organization. Copies must be true and complete (including copyright and trademark notices), from master copies obtained from a Microsoft approved fulfillment source. The Registered Affiliate may use a third party to make these copies, but the Registered Affiliate agrees that it will be responsible for that third party's actions. The Registered Affiliate agrees to use reasonable efforts to make its employees, agents and any other individuals that it allows to use the products aware that the products are licensed from Microsoft and can only be transferred subject to the terms of this agreement. b. Copies for training, evaluation, and back-up. The Registered Affiliate may (1) use up to 20 complimentary copies of any Product in a dedicated training facility on its premises, (2) use up to 10 complimentary copies of any Product for a 60-day evaluation period, and (3) use one complimentary copy of any licensed Product for back-up or archival purposes for each of its distinct geographic locations. c. Right to "re -image." In certain cases, re -imaging is permitted using the volume licensing program Product media. If the Microsoft Product(s) is licensed (1) from an original equipment manufacturer (OEM), (2) as full packaged Product through a retail source, or (3) under another Microsoft program, then media provided under this agreement may be generally used to create images for use in place of copies provided through that separate source. This right is conditional upon the following: (i) Separate Licenses must be owned from the source for each Product that is re -imaged. (0) The Product, language, version and components of the copies made must be identical to the Product, language, version and all components of the copies they replace and the number of copies or instances of the re -imaged Product permitted remains the same. (iii) Except for copies of an operating system and copies of Products licensed under another Microsoft program, the Product type (e.g., upgrade or full License) must be identical to the Product type from the separate source, (iv) Any Product -specific requirements for re -Imaging identified in the Product List- (v) Re -images made under this subsection remain subject to the terms and use rights provided with the license from the separate source. This subsection does not create or extend any warranty or support obligation. 8. Transferring and reassigning Licenses. a. License transfers. License transfers are not permitted, except that Customer may transfer fully -paid perpetual licenses to: Transferring Licenses to third parties. You may transfer fully -paid perpetual Licenses: (1) if you are an agency of a state or local government to: (a) any other government agency, department, instrumentality, division, unit or other office of your state or local government that is supervised by or is part of you, or which supervises you or of which you are a part, or which is under common supervision with you; (ii) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of your state and located within SelectPtus20l2AgrGov(US)SLG(ENG)(Oct2Cl2) Page $ of 16 Document X20.04874 your state's jurisdiction and geographic boundaries; and (III) any other entity expressly authorized by the laws of your state to purchase under state contracts, ❑r (b) an unaffiliated third party in connection with a privatization of an affiliate of agency as set forth in (a) above or of an operating division of the Enrolled Affiliate or one if its affiliates as set forth in (a) above, a reorganization, or a consolidation. Customer must notify Microsoft of a transfer of license by completing a transfer notice form, which can be obtained from htt :ifwww.rnicrosoft.com/licensin !contracts and send the completed form to Microsoft before the license transfer. No License transfer will be valid unless Customer provides to the transferee, and the transferee accepts in writing, the applicable Product Use Rights, use restrictions, limitations of liability (including exclusions and warranty provisions), and the transfer restrictions described in this section. Any license transfer not made in compliance with this section will be void. b. Internal Reassignment of Licenses and Software Assurance. (1) For Products other than the desktop operating system upgrade. For Products other than the desktop operating system upgrade, Registered Affiliate may Internally reassign Licenses to an Affiliate. However, Registered Affiliate may not reassign Licenses on a short -terry► basis (90 days or less), or reassign Software Assurance or other upgrade coverage separately from the underlying license, except as provided otherwise in this agreement. (i1) For desktop operating systems. The Registered Affiliate may not reassign desktop operating system upgrade Licenses from one computer to another, The Registered Affiliate may internally reassign Software Assurance coverage on desktop operating systems upgrades from the original computer to a replacement computer internally, as long as (1) the replacement computer Is licensed to run the latest version of that operating system, and (2) the Registered Affiliate removes any desktop operating system upgrades from the original computer. 9. Term and termination. a. Term. This agreement will remain in effect unless it is terminated by either party as described below. b. Termination without cause. Either party may terminate this agreement without cause upon 60 days written notice. Such termination will merely terminate either party's and its Registered Affiliates' ability to place Orders under this agreement. Such termination will not affect any Orders not otherwise terminated, and any terms of this agreement applicable to any Orders not otherwise terminated will continue in effect with respect to that Order. c. Mid-term termination for non -appropriation of Funds. Enrolled Affiliate may terminate this agreement or an Enrollment without liability, penalty or further obligation to make payments If funds to make payments under the agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. d. Termination for breach. Either party to an Order may terminate it if the other party materially breaches its obligations under this agreement, including any obligation to pay amounts owed. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice and opportunity to cure, If Microsoft gives such notice to a Registered Affiliate, Microsoft will give Customer a copy Of that notice as well and Customer agrees to assist in attempting to resolve the problem. If the problem also affects other Affiliate registrations and cannot be resolved between Customer and Microsoft within a reasonable period of time, Microsoft may also terminate this agreement and all other Affiliate registrations under It, unless the basis for termination of the registration is non -appropriation of funds to the registered affiliate, in which event Microsoft may only terminate the affected registration(s). If a Registered Affiliate ceases to be an 5eleclPIU82012AgrGov(US)SLG(ENG)(4ct2012) Page 7 of 16 Document X20.04874 Affiliate of Customer, Customer must promptly notify Microsoft of this fact, and Microsoft may terminate the divested Registered Affiliate's registration. e. Affiliate termination. If (1) a Registered Affiliate terminates its registration as a result of a breach by Microsoft, or (2) if Microsoft terminates Registered Affiliate's registration because it has ceased to be an Affiliate of Customer, or (3) Registered Affiliate terminates a registration for non -appropriation of funds, or (4) Microsoft terminates a registration for non-payment due to non -appropriation of funds„ then the Registered Affiliate will have the following options with regard to any Orders it has under the agreement: (i) For Licenses available on a perpetual basis, it may immediately pay the total remaining amount due, including all installments, in which case the Registered Affiliate will have perpetual Licenses for all copies of the Products it has ordered, or (i i) It may pay only amounts due as of the termination date, in which case the Registered Affiliate will have perpetual Licenses for:" 1) all copies of all Products for which payment has been made In full (including the latest version of Products under Software Assurance coverage), and 2) the number of copies of Products it has ordered (including the latest version of Products under Software Assurance) for which payment has been made in installments that is proportional to the total of payments made versus total amounts due if the early termination had not occurred. Nothing in this section shall affect perpetual License rights acquired either in a separate agreement or in a prior term of the terminated registration. f. Effect of termination. When this agreement, a registration or an Order is terminated, (i) Each affected Registered Affiliate must order Licenses for all copies of Products it has run for which it has not previously submitted an Order. Except for the options provided above in the event of termination of a Registered Affiliate's registration, any and all unpaid payments or any order of any kind, including subscription services, immediately become due and payable, (ii) Registered Affiliate's right to Software Assurance benefits under this agreement ends for all Software Assurance for which payment has not been made in full. 10. Now to renew an Order. Microsoft will provide prior notice of expiration of any Software Assurance ordered under the agreement advising Customer of its Software Assurance renewal options. Microsoft may make a change to this program that will make it necessary for Customer to enter into a new agreement to renew Software Assurance. To maintain Software Assurance coverage for any copies previously ordered under this agreement, Registered Affiliate must submit an Order for another term of Software Assurance for those Licenses prior to or on the expiration of the previous term. Consequences of non -renewal. If Registered Affiliate elects not to place another Order for Software Assurance and it otherwise allows Software Assurance for any copies of any Products licensed to lapse, then the Registered Affiliate will not be permitted to order Software Assurance for those copies later without first acquiring USA. Renewing Software Assurance. If Registered Affiliate is placing an Order for Software Assurance from multiple Select programs or is consolidating multiple previous Enrollments or agreements into this agreement, please complete the multiple previous Enrollment form. SelectPIus2012AgrGov(US)SLG(ENG)(Oc12012) Page 8 of 16 Document X20-04874 11, Restrictions on use. Registered Affiliate must not: a. separate and use the components of a Product on two or more computers, upgrade or downgrade components at different times, or transfer components separately, except as provided in the Product Use Rights; b, reverse engineer, decompile or disassemble any Product or Fix, except where applicable law permits it despite this limitation; or c. distribute, sublicense, rent, lease, lend, or host any Product or Fix except as permitted by this Agreement, the Product Use Rights, or in a separate written agreement 12. Confidentiality. To the extent permitted by applicable law, the terms and conditions of this Agreement is confidential. Neither party will disclose such terms and conditions, or the substance of any discussions that led to them, to any third party other than Affiliates or agents, or to designated or prospective resellers who: (1) have a need to know such information in order to assist in carrying out this agreement; and (2) have been instructed that all such information is to be handled in strict confidence. For the avoidance doubt, the parties acknowledge that this Confidentiality provision recognizes that when there is a business need to do so, Microsoft and Customer may need to sharelexchange their respective Confidential Information with each other to develop a more meaningful business relationship. This section provides Microsoft and Customer with a well-balanced, commercially reasonable and comprehensive set of confidentiality terms that enable both parties to sharelexchange a wide range of Confidential Information with each other knowing with confidence that significant confidentiality protections are in place. The confidentiality terms denoted below do not govern Microsoft's handling of Customer Data. In all instances under this Agreement, Microsoft's handling of Customer [Data shall be governed as described under various other provisions of this Agreement and by Microsoft's data security policy. a. What Is included. "Confidential Information" is non-public information, know-how and Trade Secrets in any form that are designated as "confidential" or a reasonable person knows or reasonably should understand to be confidential. It includes non-public information regarding either party's products or customers, marketing and promotions, or the negotiated terms of Microsoft agreements. b. What is not included. The following types of information, however marked, are not Confidential Information, Information that: (i) is, or becomes, publicly available without a breach of this agreement; (ii) was lawfully known to the receiver of the information without an obligation to keep it confidential, (III) is received from another source who can disclose it lawfully and without an obligation to keep it confidential; (iv) is independently developed; or (v) is a comment or suggestion one party volunteers about the other's business, products or services. c. Treatment of Confidential Information. (1) In general. Subject to the other terms of this agreement, each party agrees: 1) it will not disclose the other's Confidential Information to third parties; and 2) it will use and disclose the other's Confidential Information only for purposes of the parties' business relationship with each other. SalaclPlus2012AgrGov(U5)SLG(ENG)(Qct2Q12) Page 9 of 16 Document X20-04874 (H) Security precautions. Subject to the other terms of this agreement, each party agrees: 1) to take reasonable steps to protect the other's Confidential Information -- these steps must be at least as protective as those the party takes to protect its own Confidential Information; 2) to notify the other promptly upon discovery of any unauthorized use or disclosure of Confidential Information; and 3) to cooperate with the other to help regain control of the Confidential Information and prevent further unauthorized use or disclosure of it. (iii) Sharing Confidential Information with Affiliates and representatives. 1) A "Representative" is an employee, contractor, advisor, or consultant of one of the parties or of one of the parties' Affiliates. 2) Each party may disclose the other's confidential information to its Representatives (who may then disclose that Confidential Information to other of that party's Representatives) only if those Representatives have a need to know about it for purposes of the parties' business relationship with each other. Before doing so, each party must: A. ensure that Affiliates and Representatives are required to protect the Confidential Information on terms consistent with this agreement; and B. accept responsibility for each Representative's use of Confidential Information. 3) Neither party is required to restrict work assignments of Representatives who have had access to Confidential Information. Neither party can control the incoming information the other will disclose to it in the course of working together, or what that party's Representatives will remember, even without notes or other aids. Each party agrees that use of information in Representatives' unaided memories in the development or deployment of the parties' respective products or services does not create liability under this agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly. (iv) Disclosing Confidential Information if required to by law. Each party may disclose the other's Confidential Information if required to comply with a court order or other government demand that has the force of law. Before doing so, each party must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order. d. Length of Confidential Information obligations. Except as permitted above, neither party will use or disclose the others Confidential Information for five years after it is received. The five-year time period does not apply if applicable law requires a longer period or the Product Use Rights provide a more specific requirement, 13, Warranties. a. Limited warranty. Microsoft warrants that: (I) Online Services will perform in accordance with the applicable Service Level Agreement; (ii) Products other than Online Services will perform substantially as described in the applicable Microsoft user documentation; and b. Limited warranty term. The limited warranty for; (i) Online Services is for the duration of Customer's use of the Online Service, subject to the notice requirements in the applicable Service Level Agreement; Sol ectPlu92012AgrGov(U8)SLG(ENG)(pct2012) Page 10 of 16 Document X20.04874 (ii) Products other than Online Services is one year from the date Customer first uses the Product; and c. Limited warranty exclusions. This limited warranty is subject to the following limitations: (i) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law last for one year from the start of the limited warranty; (il) the limited warranty does not corner problems caused by accident, abuse or use in a manner inconsistent with this agreement or the Product Use Rights, or resulting from events beyond Microsoft's reasonable control; (iii) the limited warranty does not apply to components of Products that Customer is permitted to redistribute; (iv) the limited warranty does not apply to free, trial, pre-release, or beta products; and (v) the limited warranty does not apply to problems caused by the failure to meet minimum system requirements. d. Remedies for breach of limited warranty. If Microsoft fails to meet any of the above limited warranties and Customer notifies Microsoft within the warranty term, then Microsoft will: (1) for Online Services, provide the remedies identified in the Service Level Agreement for the affected Online Service; (ii) for Products other than Online Services, at its option either (1) return the price paid or (2) repair or replace the Product; and These are Customer's only remedies for breach of the limited warranty, unless other remedies are required to be provided under applicable law. e. DISCLAIMER OF OTHER WARRANTIES. OTHER THAN THIS LIMITED WARRANTY, MICROSOFT PROVIDES NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS. MICROSOFT DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, OR CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, OR NON - INFRINGEMENT. THESE DISCLAIMERS WILL APPLY UNLESS APPLICABLE LAW DOES NOT PERMIT THEM. 14. Defense of infringement, misappropriation, and third party claims. a. Microsoft's agreement to protect. Microsoft will defend Enrolled Affiliate against any claims made by an unaffiliated third party that any Product or Fix that is made available by Microsoft for a fee infringes that party's patent, copyright, or trademark or makes unlawful use of its Trade Secret. Microsoft will also pay the amount of any resulting adverse final judgment (or settlement to which Microsoft consents). This section provides Enrolled Affiliate's exclusive remedy for these claims. b. Limitations on defense obligation. Microsoft's obligations will not apply to the extent that the claim or award is based on: (i) Customer Data. non -Microsoft software, modifications Enrolled Affiliate makes to, or any specifications or materials Enrolled Affiliate provides or makes available for, a Product or Fix. ; (ii) Enrolled Affiliate's combination of the Product or Fix with a non -Microsoft product, data or business process; or damages based on the use of a non -Microsoft product, data or business process; ; (III) Enrolled Affiliate's use of either Microsoft Trademarks or the use or redistribution of a Product or Fix in violation of this agreement or any agreement incorporating its terms or; SelectPlus2ol2AgrGov(US)SLG(ENG)(Ocf2412) Poge 11 of 16 Document X20-04874 (iv) Enrolled Affiliate's use of a Product or Fix after Microsoft identifies Enrolled Affiliate to discontinue that use due to a third party claim. To the extent permitted by applicable law, Enrolled Affiliate will be responsible Microsoft for any costs or damages that result from any of the above actions. c. Enrolled Affiliate's agreement to protect. To the extent permitted by applicable law, Enrolled Affiliate will defend Microsoft and its Affiliates against any claims made by an unaffiliated third party that: (1) any Customer Data or non -Microsoft software Microsoft hosts on Customer's behalf infringes the third party's patent, copyright, or trademark or makes unlawful use of its Trade Secretor (ii) Arises from violation of the Acceptable use Policy, which is described in the Product Use Rights, Customer will be responsible for the amount of any resulting adverse final judgment (or settlement to which it consents), This Section provides Microsoft's exclusive remedy for these claims. d. Rights and remedies in case of possible infringement or misappropriation. (i) Microsoft's offerings. If Microsoft reasonably believes that a Product or Fix may infringe or misappropriate a third-party's intellectual properly rights, Microsoft will seek to: (1) procure for Enrolled Affiliate the right to continue to use the Product or Fix; or (2) modify or replace it with a functional equivalent to make it non -infringing and notify Enrolled Affiliate to discontinue use of the prior version, which Enrolled Affiliate must do immediately. If the foregoing options are not commercially reasonable for Microsoft, or if required by a valid judicial or government order, Microsoft may terminate Enrolled Affiliate's license or access rights in the Product or Fix. In such a case, Microsoft will provide Enrolled Affiliate with notice and refund any amounts Enrolled Affiliate has paid for those rights to the Product or Fix (or for Online Services, any amount Enrolled Affiliate has paid in advance for unused Online Services). (ii) Customer Data or use of non -Microsoft software with Online Services. If an unaffiliated third party asserts that Customer Data or non -Microsoft software or technology used by Enrolled Affiliate the Online Services violates their intellectual property rights, Microsoft may ask Customer to remove the allegedly infringing item. If Enrolled Affiliate fails to do so within a reasonable period of time, Microsoft may suspend or terminate the Online Service to which the Customer Data or non -Microsoft software relates. e. Obligations of protected party. Enrolled Affiliate must notify Microsoft promptly in writing of a claim subject to the Subsection titled "Microsoft's agreement to protect" and Microsoft must notify Enrolled Affiliate promptly in writing of a claim subject to the Subsection titled "Customer's agreement to protect." The party invoking its right to protection must (1) give the other party sole control over the defense or settlement; and (2) provide reasonable assistance in defending the claim. The party providing the protection will reimburse the other party for reasonable out of pocket expenses that it incurs in providing assistance. 15. Limitation of liability. a. Limitation on liability. To the extent permitted by applicable law, the liability of each party, its Affiliates, and its Contractors arising under this agreement is limited to direct damages up to (1) for Products other than Online Services, the amount Customer paid for the Product giving rise to that liability and (2) for Online Services, the amount Customer was required to pay for the Online Service giving rise to that liability during the prior 12 months. In the case of Products provided free of charge, or code that Customer is authorized to redistribute to third parties without separate payment to Microsoft, Microsoft's liability is limited to U.S. Select PIus2012AgrGov(US)SLG(ENG)(Oct2o12) Page 12 of 16 Document X20.04674 $5,000. These limitations apply regardless of whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, or any other legal theory, However, these monetary limitations will not apply to: (i) Microsoft's and Customer's obligations under the section titled "Defense of infringement, misappropriation, and third party claims"; (ii) liability for damages caused by either party's gross negligence or willful misconduct, or that of its employees or its agents, and awarded by a court of final adjudication (provided that, in jurisdictions that do not recognize a legal distinction between "gross negligence" and "negligence," "gross negligence" as used in this subsection shall mean "recklessness"); (till) liabilities arising out of any breach by either party of its obligations under the section entitled "Confidentiality". except that Microsoft's liability arising out of or in relation to Customer Data shall in all cases be limited to the amount Customer paid for the Online Service giving rise to that liability during the prior 12 months; (iv) liability for personal injury or death caused by either party's negligence, or that of its employees or agents, or for fraudulent misrepresentation; and (v) violation by either party of the other party's intellectual property rights. b. EXCLUSION OF CERTAIN DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF ITS AFFILIATES, OR CONTRACTORS, WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. HOWEVER, THIS EXCLUSION DOES NOT APPLY TO EITHER PARTY'S LIABILITY TO THE OTHER FOR VIOLATION OF ITS CONFIDENTIALITY OBLIGATIONS jEXCEPT TO THE EXTENT THAT SUCH VIOLATION RELATES TO CUSTOMER DATA), THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, OR THE PARTIES' RESPECTIVE OBLIGATIONS IN THE SECTION TITLED "DEFENSE OF INFRINGEMENT, MISAPPROPRIATION, AND THIRD PARTY CLAIMS." c. Affiliates and Contractors. Neither Microsoft nor Customer shall bring any action against the other's Affiliates or Contractors in respect of any matter disclaimed on their behalf in this agreement, Each party will indemnify the other in the event of any breach of this provision. 16, Verifying compliance. a. Right to verify compliance. Customer must keep records relating to the Products it and its Affiliates use or distribute. Microsoft has the right, to the extent permitted by applicable law, to verify compliance with the license terms for the Products, at Microsoft's expense. b. Verification process and limitations. Microsoft will provide customer at least 30 days' notice of its intent to verify compliance. Microsoft will engage an independent auditor, which will be subject to a confidentiality obligation. Verification will take place during normal business hours and in a manner that does not interfere unreasonably with Customer's operations, Customer must promptly provide the independent auditor with any information it reasonably requests in furtherance of the verification, including access to systems running the Products and evidence of licenses for Products Customer hosts, sublicenses, or distributes to third parties. As an alternative, Microsoft may require Customer to complete Microsoft's self -audit process relating to the Products Customer and any of its Affiliates use or distribute. Such information will be used solely for purposes of determining compliance. c. Remedies for non-compliance. If verification or self -audit reveals any unlicensed use, Customer must within 30 days order sufficient licenses to cover its use. If there is no Se led Plus2012A9rGov(US)SLG(ENG)(W2012) Page 13 of 16 Document X20.04874 unlicensed use, Microsoft will not undertake another verification of the same Customer for at least 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 permitted by law. 17. Non -Microsoft Software or Technology. a. Registered Affiliate is solely responsible for any non -Microsoft software or technology that it installs or uses with the Products or Fixes. Microsoft is not a party to and is not bound by any terms governing Enrolls use of non -Microsoft software or technology, Without limiting the foregoing, non -Microsoft software or scripts linked to or referenced from any Product website, are licensed to Registered Affiliate under the open source licenses used by the third parties that own such code, not by Microsoft. b. If Registered Affiliate installs or uses any non -Microsoft software or technology with the Products or Fixes, it directs and controls the installation in and use of such software or technology in the Products or Fixes, through its actions (e.g., through Registered Affiliate's use of application programming interfaces and other technical means that are part of the Online Services). Microsoft will not run or make any copies of such non -Microsoft software or technology outside of its relationship with Registered Affiliate. c, If Registered Affiliate installs or uses any non -Microsoft software or technology with the Products or Fix, it may not do so in any way that would subject Microsoft's intellectual property or technology to obligations beyond those included in the agreement. 18. Miscellaneous. Notices to Microsoft, Notices, authorizations, and requests in connection with this agreement must be sent by regular or overnight mail, express courier, or fax to the addresses and numbers listed in this agreement. Notices will be treated as delivered on the date shown on the return receipt or on the courier or fax confirmation of delivery. Microsoft Corporation Legal and Corporate Affairs Volume Licensing Group One Microsoft Way Redmond, WA 98052 USA Via Facsimile:(425) 936-7329 b. Assignment. Either party may assign this agreement to an Affiliate only. Assignment will not relieve the assigning party of its obligations under the assigned agreement. If either party assigns this agreement, it must notify the other party of the assignment in writing. c. Subcontractors. Microsoft may use contractors to perform Services and support Online Services. Microsoft will be responsible for their performance subject to the terms of this agreement. d. Severability. If a court holds any provision of this agreement to be illegal, invalid or unenforceable, the rest of the document will remain in effect and this agreement will be amended to give effect to the eliminated provision to the maximum extent possible. e. Waiver. A waiver of any breach of this agreement is not a waiver of any other breach. Any waiver must be in writing and signed by an authorized representative of the waiving party. SelectPlus2012AgrGov(US)SLG(ENG)(OC12012) Page 14 of 16 Document X20-04874 f. Applicable law; dispute resolution. The terms of this agreement will be governed by the laws of Registered Affiliate's state, without giving effect to its conflict of laws, disputes relating to this agreement will be subject to applicable dispute resolution laws of Registered Affiliate's state, g. This agreement is not exclusive. Customer is free to enter into agreements to license, use or promote non -Microsoft software. h. Entire agreement. This agreement, the Product List, all registrations under this agreement, and the Product Use Rights constitute the entire agreement concerning the subject matter and supersede any prior or contemporaneous communications. In the case of a conflict between any of these documents that is not resolved expressly in the documents, their terms will control in the following order, (1) these terms and conditions and the accompanying signature form; (2) the Product List; (3) the Product Use Rights; (4) all registrations under this agreement; and (5) all Orders submitted under this agreement. The terms of any purchase order or any general terms and conditions Customer maintains do not apply. i. Survival. Provisions regarding ownership and License rights, fees, Product use rights, restrictions on use, evidence of perpetual Licenses, transfer of Licenses, warranties, defense of infringement and misappropriation claims, limitations of liability, confidentiality, compliance verification, open source license restrictions, obligations on termination or expiration and the other provisions in this section entitled "Miscellaneous" will survive termination or expiration of this agreement and of any agreement in which they are incorporated. J. No transfer of ownership. Microsoft does not transfer any ownership rights in any licensed Product. Microsoft reserves all rights not specifically granted. The Products are protected by copyright and other intellectual property rights laws and international treaties. k, Free Products. It is Microsoft's intent that the terms of this agreement and the Product Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Registered Affiliate is for the sole use and benefit of the Registered Affiliate, and is not provided for use by or personal benefit of any specific government employee. I. Amending the agreement. This agreement (except the Product List and the Product Use Rights) can be changed only by an amendment signed by both parties. rn. Resellers and other third parties cannot bind Microsoft. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. n. Privacy and Security. Microsoft and Enrolled Affiliate will each comply with all applicable privacy and data protection laws and regulations (including applicable security breach notification law). However, Microsoft is not responsible for compliance with any laws applicable to Enrolled Affiliate or Enrolled Affiliate's industry that are not also generally applicable to information technology services providers. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this agreement, Enrolled Affiliate may choose to provide personal information to Microsoft on behalf of third parties (including Enrolled Affiliate's contacts, resellers, distributors, administrators, and employees) as part of this agreement. Enrolled Affiliate will obtain all required consents from third parties under applicable privacy and data protection law before providing personal Information to Microsoft. The personal information Enrolled Affiliate provides in connection with this agreement will be processed according to the privacy statement available at htips:llwww.rnic rasofi.carnllicensingfsryicE�ccantur (see footer), except that Product -specific privacy statements are in the Product use rights, Personal data collected through Products or Services may be transferred, stored and processed in the United States or any other country in which Microsoft or its service providers maintain facilities. By using the Products or Services. Customer consents to the foregoing. Microsoft abides by the EU Safe Harbor and the Swiss Safe Harbor frameworks as set forth by the U.S, Department of Commerce SeleCtPlus2012AgrGov(US)SLG(ENG)(Oct2012) Page 15 of 16 Document X20-04874 regarding the collection, use, and retention of data from the European Union, the European Economic Area, and Switzerland. For Online Services, additional privacy and security details are in the Product use rights. o. Natural disasters, In the event of a "natural disaster", Microsoft may provide additional assistance or rights by posting on htlP:1/www.microsoft.com1 at such time. p. Copyright violation. Except as set forth in section above entitled "Transferring and reassigning licenses", the Registered Affiliate agrees to pay for, and comply with the terms of this agreement and the Product Use Rights, for the Products it uses. Except to the extent Registered Affiliate is licensed under this agreement, it will be responsible for its breach of this contract and violation of Microsoft's copyright in the Products, including payment of License fees specified in this agreement for unlicensed use. q. U.S. export Jurisdiction. Products and Fixes are subject to U.S. export jurisdiction, Customer will comply with all U.S, Export Administration Regulations and International Traffic in Arms Regulation requirements as well as all end -user, end -use, and destination restrictions issued by the U.S. and other governments applicable to this agreement. For additional information, see httn,.8w. vw.microsoft.comlexvorting. SeleclPlus2012AgrGov(US)SLG(ENG)(0ct2012) Page 16 of 16 Document X20-04874 Microsoft Enterprise Agreement procurement via Dell (003) Final Audit Report 2025-12-17 Created: 2025-12-17 By: Webmaster Admin (webmaster@cupertino.org) Status: Signed Transaction ID: CBJCHBCAABAAQj3_RdY61RJJ6svOGgRuScmgd7ol2sd7 "Microsoft Enterprise Agreement procurement via Dell (003)" His tory Document created by Webmaster Admin (webmaster@cupertino.org) 2025-12-17 - 0:09:34 AM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2025-12-17 - 0:12:27 AM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2025-12-17 - 0:12:37 AM GMT- IP address: 35.153.202.166 &0 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2025-12-17 - 1:03:49 AM GMT - Time Source: server- IP address: 71.202.76.156 Icy Document emailed to Michael Woo (michaelw@cupertino.org) for signature 2025-12-17 - 1:03:57 AM GMT Email viewed by Michael Woo (michaelw@cupertino.org) 2025-12-17 - 1:04:44 AM GMT- IP address: 100.25.43.12 Document e-signed by Michael Woo (michaelw@cupertino.org) Signature Date: 2025-12-17 - 1:45:41 AM GMT - Time Source: server- IP address: 98.33.114.31 Document emailed to terig@cupertino.org for signature 2025-12-17 - 1:45:48 AM GMT Email viewed by terig@cupertino.org 2025-12-17 - 1:45:54 AM GMT- IP address: 35.153.202.166 d4 Signer terig@cupertino.org entered name at signing as Teri Gerhardt 2025-12-17 - 4:33:13 AM GMT- IP address: 73.71.247.175 Powered by Adobe c�rerrrinv Acrobat Sign �p Document e-signed by Teri Gerhardt (terig@cupertino.org) Signature Date: 2025-12-17 - 4:33:15 AM GMT - Time Source: server- IP address: 73.71.247.175 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2025-12-17 - 4:33:22 AM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2025-12-17 - 4:33:30 AM GMT- IP address: 35.153.202.166 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2025-12-17 - 5:42:36 AM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2025-12-17 - 5:42:36 AM GMT Powered by Adobe c�rerrrinv Acrobat Sign