CONTRACT 7351 Vender AgreementAgreement No. 7351
Account name: 10086662
_............._..........____.. .,
CITY OF EL SEGUNDO
350 MAIN ST
EL SEGUNDO CA 90245-3813
SHIP -TO
CITY OF ELSEGUNDO
350 MAIN ST
EL SEGUNDO CA 90245-3813
We deliver according to the following terms:
Payment Termsm ,. Net 45 days
Ship Via Electronic Delivery
Terms of Delivery FOB DESTINATION
Currency USD
INSIGHT PUBLIC SECTOR, INC. Page 1 of 2
2701 E INSIGHT WAY
CHANDLER AZ 85286-1930
Tel: 800-467-4448
Quotation Number
Document Date
PO Number
PO Release
Sales Rep
Email
Phone
Quotation
022857902.0_
26-J U N-2025
Cathy Chapman
CATHY.CHAPMAN@INSIGHT.COM
Material Material Description Quantity Unit Price Extended Price
AAS-7.456,3„-ES,A,3 Microsoft Windows 10 Extended Security 300 50.37 15,111.00
Updates 2025 - subscription (1 year) - 1
device
COUNTY OF RIVERSIDE MICROSOFT LSP AGREEMENT(#
PSA-0001 526/RIVCO-2020-RFQ-0000048 )
LICENSE 47703291
Product Subtotal 15,111.00
TAX 0.00
Total 15,111.00
Thank you for choosing Insight. Please contact us with any questions or for additional information about Insight's complete IT
solution offering.
Sincerely,
Cathy Chapman
CATHY.CHAPMAN@INSIGHT.COM
Insight Global Finance has a wide variety of flexible financing options and technology refresh solutions. Contact your Insight
representative for an innovative approach to maximizing your technology and developing a strategy to manage your financial
options.
This purchase is subject to Insight's online Terms of Sale unless you are purchasing under an Insight Public Sector, Inc. contract
vehicle, in which case, that agreement will govern.
SOFTWARE AND CLOUD SERVICES PURCHASES: If your purchase contains any software or cloud computing offerings
Agreement No. 7351
Insight'
nUYLiC tf CTO"
Quotation Number 228579020
Document Date 26-JUN-2025
Page 2 of 2
("Software and Cloud Offerings"), each offering will be subject to the applicable supplier's end user license and use terms
("Supplier Terms") made available by the supplier or which can be found at the "terms -and -policies" link below. By ordering,
paying for, receiving or using Software and Cloud Offerings, you agree to be bound by and accept the Supplier Terms unless you
and the applicable supplier have a separate agreement which governs.
HARDWARE PURCHASES: Tariffs imposed by the United States government on technology -related products may lead to cost
increases for manufacturers and suppliers, who then pass these increases on to partners like Insight. Additionally, supply
constraints, production delays, component shortages, and logistical pressures have contributed to cost increases and product
shipment delays from manufacturers and suppliers. Insight is actively engaged with its contracting officials, suppliers, and partners
to address these challenges. While we strive to honor initial price proposals and quotes, the fluid nature of the impact on
manufacturer and supplier costs and product availability due to tariffs and supply disruptions could require a requote, subject to
the contract terms if the purchase is being made under an Insight Public Sector, Inc. contract vehicle, before finalizing any
subsequent or impacted proposals, quotes, and orders. Insight will not finalize any transaction involving a requote without the
client's written consent.
Insight's online Terms of Sale can be found at the "terms -and -policies" link below.
hilt s./www msi ht.comlt rm .„,. nd- poVicies
CITY OF EL SEGUNDO,
a ;I;torer,ul law city an4 municipal corporation
Paw S*.,mtein, David King, `Ausaali Cruax.),- Mary Sharon Brennan,
Acting ITSD Director Assistant City Attorney City Clerk Risk Manager
Included: LSP Agreement no. ITARC-00930 by and between County of Riverside and Insight Public Sector
Agreement No. 7351
AGREENIEN f rt ITARC-00930
LICENSED SUPPORT PROVIDER (LSP)
AGREEMENT No. ITARC-00930
For
MICROSOFT PRODUCTS AND SERVICES
TINDER MICROSOFT EA NO. 8084445
COUNTY OF RIVERSIDE
And
INSIGHT PUBLIC SECTOR, INC.
This Agreement is entered between the COUNTY OF RIVERSIDE. a political subdivision of the
State of California. (herein referred to as "COUNTY"), and Insight Public Sector. Inc.. an Illinois
corporation authorized to conduct business in the State of California (herein referred to as "LSP") of
Microsoft Licensing Solution Provider. effective from November 01.2024 and continues in effect through
October 31. 2027. based on LSP's response to RFQ no. ITARC-532 for Microsoft products and services
tinder Microsoft EA no. 8084445. The parties agree as follows:
1. All Terms and Conditions ofthis Agreement No. ITARC-00930 shall govern purchase of Microsoft
products and services under Microsoft EA no. 8084445 by County through the LSP.
2. Period of Performance:
This Agreement shall be effective from November 01.2024 and continues in effect through October
31. 2027. with the option to renew for an additional three-year period expiring on October 31. 2030.
with no obligation by the County of Riverside to purchase any specified amount of goods or services.
In addition, the County may at any time choose to transfer the enrollment from one LSP to another
LSP pursuant to the transfer terms set by Microsoft.
The period of performance for the enrollment with the LSP may be for up to a three-year term with
the option to rene%k the enrollments with contracted LSP through the LSP contract expiration date.
1 Compensation
The COUNTY shall pay the LSP for products at the cost as stated in Exhibit A. incurred in
accordance with the terms of this Agreement. The COUNTY is not responsible for any flees or costs
incurred above or beyond the contracted amount and shall have no obligation to purchase any
specified amount of services or products.
Non -Appropriations: The COUNTY obligation for payment of this Agreement beyond the current
fiscal year end is contingent upon and limited by the availability of COUNTY funding from which
payment can be made. and invoices shall be rendered "monthly" in arrears. In the State of California.
Government agencies are not allowed to pay excess interest and late char�(Yes. per Government Codes.
Section 926.10. No legal liabilitN on the part of the COUNTY shall arise for payment beyond June
30 of each calendar Near 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.
1
3. oV
Agreement No. 7351
AGKFI_%IIA r _,I IA RC-00910
4. Hold Harmless/Indemnification:
4.1 LSP shall indemnify and hold harmless the COurltl of` Riverside, its Agencies. Districts.
Special Districts and Departments, their respective directors, officers, Board ol` Supervisors,
elected and appointed o1`licials, emplwees. agents and representatives (individually and
collectively hereinafter referred to as Indemnitees) Crom any liability, action, claim or damage
whatsoever. based or asserted upon and services. or acts or omissions. of 1.S11. its officers,
employees, subcontractor, agents or representatives arising.; out ol'or in ally way relating to this
Agreement. including but not limited to property damage, bodil\ injury, or death or an} other
element ofany kind or nature. LSP shall defend the Indemnitees at Its sole expense including all
costs and fees (including. but not limited. to attornet 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 COurlt\ : provided.
however, that any such adjustment, settlement or compromise in no manner whatsoever limits
or circumscribes LSP indemnification to Indemnitees as set forth herein.
4.3 LSP obli`aation hereunder shall be satisfied when LSP has provided to County the appropriate
form of dismissal rellevinu county 1`rom any liability liar the action or claim involved.
a, Termination:
5.1 Count\ ma} terminate this Agreenlent without cause upon thirty (30) daNs written notice
served upon the I.SP statist the extent and effective date of termination.
5.2 County ma\,. upon five (5) da}s ekrittcn notice terminate this Agreement for LSP default, if'
LSP retlrses or fails to comply with the terms of this Agreement or Cails to make progress that
May endanger perf-Ormance and does not inirnediateIN cure such I'ailurc. In the event of such
tenmw
ination. the Count\ nla\ proceed ith the work in all,. planner deemed proper h} Count}.
5.3 LSP rights under this Agreement shall terminate (except for fees accrued prior to the date of
termination) upon dishonest\ or a willllrl or material breach of this Agreement b\ I_SP; or in the
event ol` LSP unwillingness or inahilit} for any reason whatsoever to perform the terms ot`this
A-reement.
6. Alteration or Changes to the Agreement
I he Board ol` Supervisors and the C aunty Purchasing Agent and/or his designee is the only
authorized COUntN representati\es who play at any time. by written order. alter this Agreement. If
anN such alteration causes an increase or decrease in the cost of`. or the time required fir the
perf-Ormance under this Agreement, an equitable adjustment shall be made in the Agreement price
or delivery schedule. or both. and the \urecnient shall he modified hN written amendment
accordinzly.
M
Agreement No. 7351
A (JKt -1,A1 NI A R C tX), 93 0
All correspondence and notices required or contemplated bN this Agreement shall be delivered to
the respective parties at the addresses set 1`6rth below and are deemed Submitted two days after
their deposit in the United States mail, postage prepaid:
Z�l
Riverside County Int"on-nation Technology
Attn: Procurement Contract Specialist
3450 14 h Street
Riverside. CA 92501
8. Insurance
LSP
Insight Public Sector. Inc.
C�
Attn: Brittany Dunaway
2701 E. Insight Way
Chandler, AZ 85286
SLEDContracts('a. . linsight.com
Without lirnitim, or dirninishinu, 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. Policv shall include Frnplovers' Liability (Coverape B) including Occupational Disease
with limits not less than $ 1,000,000 per person per accident. The policy shall be endorsed to `waive
S I -lie CountN of' Riverside. Policy shall name the COUNTY as Additional
subrogation in favor of 'I
Insureds.
I
Commercial General Liability Insurance coverage. includiniz, but 1101 limited to. premises hability.
Unmodified contractual liability, products and completed operations liability. personal and
advertising, In')UrNm and cross liabllit,, coverage. covering claims which may arise from or out of
LSF`S performance of its obligations hereunder. Policy shall name the COUNTY as Additional
Insured. Policy-s limit ofliabilitv shall not be less than $2.000.000 per occurrence combined single
limit. If Such insurance contains a general a--reoate limit. it shall apply separately to this agreement
or be no less than t`®o (2) times the Occurrence limit. Policy shall name the COUNTY as Additional
Insureds,
C. Insurance Requirements for IT Contractor Sen-ices:
LSP shall procure and maintain for the duration of the contract insurance against claims for 'Injuries
to person or darnaues to property which may arise frorn or in connection with the performance of
3
Agreement No. 7351
tGRLUVIEN 1 0 I 1 ARC-tMW0
the work hereunder hN the LSP. its agents, representatives. or employees. LSl' shall procure and
maintain foe" the duration of the contract Insurance clalnis arising out ol`their services and including.
but not limited to loss. damage. theft or Other misuse ol`data. infringement of intellectual property,
invasion ol`privacy and hreach ol`data.
Cv,her Liahility Insurance- vwith limits not less than $2.000.000 per occurrence or claim. $2,000.000
aggregate. Covera`gc shall he sul`liciently broad to respond to the duties and ohli-ations as is
undertaken b\ LSI' in this agreement and shall include. but not limited to, claims involv1170
infringement of` intellectual prof}erty. including but not limited to infi-ingement of` cop}right,
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 nemork security. hhe policy shall provide coverage for hreach response costs as well
as regulator\ fines and penalties as well as credit monitoring expenses with limits sufficient to
respond to these obligations.
If' the LSP maintains broader co\eragge and/or higher limits than the minimums shown above. the
Count\ requires and shall he entitled to the broader coverage and/or higher limits maintained h}
the I-SP. Anv available insurance proceeds in excess ol-the specified minimum limits of` insurance
and coverage shall be available to the Count'. POlicy shall name the COUNTY as Additional
Insureds.
D. General Insurance Provisions — All lines:
I ) An\ insurance carrier providing insurance coverage hereunder shall he admitted to the State
of California and ha\e an A M BFST rating ol` not less than A: VIII (A:8) unless such
requirements are ,waived, in \writing. by the County Risk Managcr. If` the COUnt\'s Risk
:'Manager \waives a requirement Cot- a particular insurer such v\aiver is only valid For that
specific insurer and only for one policy term.
]_he I.SP must declare its insurance self -insured retention for each coverage required herein.
If an\ such self -insured retention exceeds S500.000 per Occurrence each such retention shall
have the prior \written consent of the C Ount\ Risk Manager bclorc the commencement of
operations under this ;1grcemctit. upon notification ol` sell -insured retention unacceptable
to the COUNTY. and at the election of the C'ountr\ `s Risk Manager. I.SP`S carriers shall
either: I ) reduce or eliminate such sell -insured retention as respects this Agreement \kith
the CM!N I Y. or ?) procure a bond Which guarantees paN went of' losses and related
in\esti`gations. claims administration. and delensc costs and expenses.
�) t_SP shall cause I.SP'S insurance carrier(s) to furnish the Count} of Riverside \,kith either
I ) a properl\ executed original Cert1licate(s) of Insurance and certified original copies of`
Endorsements eflcctin,, coverage as required herein. and ?) 11'rcquested to du so orally or
in writing by the Countv Risk Manager. provide original Certilicd copies of policies
including all Lndorscmcnts and all attachments thereto. shO\yin`g such insurance is in full
fierce and effect. Further. said Certificate(s) and policies 01` insurance shall contain the
4
Agreement No. 7351
AGKHE%11a I rr I I AKC-00930
covenant ol'thc insurance carrier(s) that a minimum ol'tllirty (30) days written notice shall
he IiNen 10 the Cotmty of Riverside prier to anN material modification. cancellation.
expiration or reduction in coverage of such insurance. If LSP insurance carrier(s) policies
dues not meet the minimum notice requirement Found herein. LSP shall cause I.SP's
insurance carrier(s) to furnish a 30 day Notice of Cancellation Endorsement.
4) In the event ofa material modification, cancellation, expiration. or reduction in coverage.
this Aureement shall terminate lortll" ith. unless the County ol' Riverside receives. prior to
such effective date. another properly executed original Certil icate ol` Instn-ance 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) ol' Insurance and certified original copies ofendorsements
and il'requcsted. certified original policies ol`insurance including all endorsements and an,
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 allreed to by the parties hereto that the LSP's insurance shall be
construed as primary insurance, and the COUNTY`S insurance and/or deductibles and/or
selF insured retention's or- self -insured programs shall not he CartsU'ued as contributory.
6) If. during the term of this Agreement or any extension thereof. there is a material change
in the scope of services. or, there is a material change in the equipment to be used in the
perlormance oi' the scope ol' work: or, the term of this Agreement, includint any extensions
thereon_ exceeds live (5) years: the COUNTY reserves the riuht 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 01' insurance carried
by the LSP has become inadequate.
7) LSP shall pass down the insurance obli«ations contained herein to all tiers ofsuheontractors
VWrkillU under this ALreement.
8) The insurance requiremcr7ts contained in this A-reement may he met vwh a program(s) of`
scll'-insurance acceptable to the COUNTY.
9) I.SP agrees to notilN COUNTY of any claim bN a third party or any incident or event that
may give rise to a claim arising from the perlormance ofthis A`reement.
9. General:
9.1 This ;Agreement. including, any attachments or exhibits. constitutes the entire agreement ol'
the parties V\ ith respect to its subject matter and supersedes all prior and contemporaneous
representations. proposals. discussions and communications. Nkhether oral or in writing. I'his
Agreement may he changed or modified only b\ a \vritten amendment signed by authorized
representatives of both parties.
5
Agreement No. 7351
AGREEMENT x IT RU-O(193t1
9.2 This Agreement shall he governed h\ the lav\s of' the State elf` California. Anv le -al action
related to the performance or interpretation of' this Agreement shall be tiled only in the Superior
Court of the State ot`Calitornia located in Riverside. California, and the parties Waive any provision
of` lavv providing for a change ol' vcnuc to another Ideation. In the event ant' provision in this
A`grcenlent is held by a court 01' competent jurisdiction to he invalid. void. or unenforceable, the
remaining provisions will nevertheless continue in full force without being impaired or invalidated
in any Way.
9.3 The follaw-ing doCLltlletlts are attached to and incorporated into this Agreement:
Exhibit A: Scope and pricing.
Exhibit B: LSP Reporting of Active Enrollments.
Exhibit C: IVlicrosoft LSP Participation Form.
Exhibit D: Microsoft EA Benefits for Government Agencies.
Exhibit E:Microsoft Enterprise Agreements and Amendments.
F I ) Microsoft Enterprise Agreement No. 808444.
E,) Microsolt Select Plus Agreement No. 7756479.
E 3) Amendments No. I- EA Custom Terms CIAI (Document No. C'TM-CF1-011T-FWle)
E4) Amendments No. ?- FA Custom Terms (DOCHIllent No. CTNI-FWK-CTC-AGR).
9.4 In the event of" anv conflict or inconsistency between the terms and conditions of this
Agreement and ally tends or conditions set lorth 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 anN nunlher ol`counterparts. each ofwhich will be an
original. but all of which together will constitute one instrument. Each party of` this Agreement
a`gl'CCS to the use ol`electronic signatures. such as digital signatures that sleet the requirements ol`the
California I inifornl Electronic Transactions Act O-Ct 11:TA") Cal. Civ. Code §§ I6 33.1 to 163 3.17).
for exeCutilILI tills Agreement. I Ile parties further agree that the electronic signatures orthe parties
Included in this Agreement are Intended to flUthenticate this W'rltlrlg and to have the same force and
effect as manual signatures. Electronic signature meads 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 C1 JF:TA as amended front time to tinge.
The CLILTA authorizes use gran electronic signature for transactions and contracts anion`, parties
in California. IIICILICIIng a government a`gencv. Digital signature means an electronic identilier.
created by computer. intended by the party using it to have the same lorce and effect as the use Of
Manual Slgllatllre. and shall he reasonably relied upon h\ the parties. For purposes of this section. a
digital signature is a tVpe of"electronic signatul-e`' as delined in suhdiv iSion (i) of Sectioll 1633.2 of
the Civil Code.
9.6 If the, titLgnatory or entity is a corporation- the signatures of' twee col, orate off-icers (the
Agreement No. 7351
AGREEMENT 4 ITARC-00930
Iresident. vice president, secretarv, assistant secretary. Chief Financial OffiKer i.e. treampjr—gjror
assistant treasureij_jii:Lj qecjj�t ojj 11 igce!,ments, ',Ljje siipjImires nws�t be in the folloYlp
combination: president or vicc_ircsidemt and secretary. treasurer or (1`0. For exan),)j -�m e
sianatures oC..a_qsident and a vice president would be iij.Sjtfficicntjf si.6med by a single corporate
of"t icer. a corpo,rate resolUEJOIIauthorizing the one officer to bind the coj2oLr�ation. si �,ned _bt Lic,
Board ()I' Directors of (lie corporation. is
Sj g i ut I n agreenicTits on behalf of the c(nIqration,
If the entity is a limited liability company (1-1-C), the signatory is authorized signer as set forth
in LI-Cs operating agreement.
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
Bv:
Chuck \N ashington
Chair of the Board OF Supervisors
Date&
H 1 io laoay
ATTEST:
Kimberlv Rector
Clerk Wthe Board
By:
APPROVED, 'TO FORM:
Minh C.Tran
Coua�ounsel
Bv:
Paula lcido
DepulAty,'ounty Counsel
Dated: -�- I q / 20 2 Lj
. ........... ... ...... -. _ . . ....................
Re% ision 1/06/202 1
70"?
INSIGHT PUBLIC SECTOR, INC., an Illinois
corporation authorized to conduct business in the
State of California.
By: ...... ...... I
Name: Scott Friedlander
Title: President
Dated: JUI 8) 2024
Agreement No. 7351
DocuSign Envelope ID 8F247AE4-28AE-481B-8F5A-FC77A475EFCD
INSIGHT PUBLIC SECTOR, INC.
an Illinois corporation
C r ..gnR in UeU of .pgcial bdeCtingof th Board of Directors
Pursuant tQ Secji2t]of th9111ingij uLogssit
Act of 1983
The undersigned, being all of the directors of INSIGHT PUBLIC SECTOR, INC., an Illinois
corporation (the "Corporation"), acting pursuant to Section 8.45 of the Illinois Business
Corporation Act of 1983, do hereby consent to the adoption of, and do hereby adopt, the following
resolutions, effective as of January 1, 2023, and declare them to be in full force and effect as if
adopted at a regular scheduled meeting of the Board of Directors of the Corporation:
RESOLVED that the following persons are hereby elected to the following offices ofthe
Corporation with such powers and duties as provided in the Articles of Incorporation and Bylaws of
the Corporation, until the next annual meeting of the Board of Directors or until his or her
successor(s) are duly qualified and elected:
RESOLVED that all business transacted by the Corporation, and all acts of the directors and
officers of the Corporation with regard to the transaction of such business by the Corporation since
the organization of the Corporation, are hereby ratified, approved, andconfirmed.
This consent shall have the same force and effect as the unanimous vote of all the directors
of the Corporation at a meeting duly called, convened, and held in accordance with the Articles of
Incorporation and Bylaws of the Corporation.
In witness whereof, the undersigned have executed this written consent effective as of
January 1, 2023.
DIRE T ' r,,. or:
r
Scott Frie n er
rYSig d byr
Sharon nnrs
Agreement No. 7351
Exhibit A
Scope and Lwid"
LSD's Sco e anti res ionsibi[ities
AGRIT-MEN i :� I n .SRC-00930
The Licensed Support Provider (LSP) \\ill resell all available Nticrosolt Licensed Support Provider
(LSP) for Microsoft Master Microsoft F'riterprise Agreement No. 8084445: Software Licensing.
Software Support. Cloud Sery ices such as A%Uu"e_ Industry Solutions Del ivery (ISD) formerly Microsoft
Consulting Services (MCS). Microsoft Unified Support and Microsoft incident response. Microsoft
Select Plus ALreement No. 77 6479.
The aureennent v\ith I.SP as a LSP of the Microsoft Products and Services under Microsoft [:A No.
8084445 is available fur use by the Count} of Riverside and governmental agencies vvithin the State of
California. The I.SP will serve as the liaison between the political entity liar enrollments Under the
Microsoft EA.
3. The LSP agrees to extend the same pricing. terms. and conditions to eery 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 he liable directly to the LSP of their choosing: and County shall in no
wa\ he responsible to any LSP for other entities purchases.
4. The LSP ma\ remain the LSP for the Three 3-year duration of the Enrolled Affiliate's Enterprise
Aureement [-:nrollment. All True -Ups during the 3-year enrollment (orders for next products. etc.) by
Enrolled Affiliates are required to he submitted only through the Affiliate's selected LSP. Multiple
ESP'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 Fin-olled Affiliate shall wort: v\ith the I.SP to determine the annual payment. true -up commitment
schedule defined In their enrollment.
6. Lich Affiliate \\ ill 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: nnonthly. quarterly, etc.).
8. The LSP w ill pro\ ide reports of licenses purchased and added oil to enrollment according to Enrolled
Affiliate's specifications. (Intended for an enrollment that has licenses for multiple agencies within a
-o\ernmcntal bodN - is count\. cit\. etc.) Frequency will be determined by each Enrolled Affiliate (le:
monthly. quarterly, etc.).
Hie LSP \vill provide, at the Enrolled Affiliate's request. a licensing portal that allows tine tracking of
licenses beyond the capabilities ofthc Microsoft VLSC. This portal \\ill sho\y. but not be limited to.
all licenses orn the current enrollment, quantities of said licenses. track licenses at departrrrentiagency
levels. LRansfer licenses to and From each departmeriCagency. and have reporting functionalities.
Agreement No. 7351
-WRITMEN1 ,r ITaRC-00910
10. The LSP will provide training to the Enrolled AR-iliate's Microsoft administrators on Microsoft portals
such as the VLSC. Office 365, Azure, etc. within 30 days of receivinE a purchase order for such
products that introduce a new portal. LSP should Outline what aspects of training they feel would he
beneficial in their proposal.
11. The LSP w ill prcn ide documentation to the Lnrolled Affiliate within 90 days of when Microsolt has
made a change to a license and advise of any grandfather or conversion rights within that same
timefrarne.
12. The LSP will provide a short synopsis ol'whv an amendment is needed and the ramification ol'eacll
amendment to an enrollment at the time Of'such amendment.
13. The LSP will provide an updated price list oil an annual basis or when Microsoft chan�oes price point.
whichever is sooner. in an Lxcel spreadsheet to the Enrolled Affiliate. This price list must capture_ at
n11r11mUr11. the following categories for each product: SKU_ product description, MSRP. NFT (Level
D). LSP's uplift and contracted unit price.
1.4. The LSP shall provide a list Of enrollments. The list of enrollments is due 30 days after the contract
signature and on .lanuar} I;th of each calendar year during the agreement period. 'This list will include
the agency name, contact person, entail and phone number and annual spend. The intent of this is to
track hove manv azencies within the State of California piggyback olTof the Master Agreement.
15. For any new enrollments entered into starting November I. 2024. the LSP will be charged I.0V0 of
the annual enrollment sales amount to leveraoe the Riverside County Master Microsoft Agreement
No.8084445. and Select Plus Agreement No.7756479. which includes Software Licensing, Software
Support. Cloud Services such as Azure. Industry Solutions Delivery (ISD), Microsolt Consulting
Services (MCS). Microsoft Unified Support and Microsolt incident response. Existing enrollments
entered into prior to Octoher 3l, 2024 will be charged a 0.5°%, administrative fee. This administrative
fee will heart annual fee. per enrollment inclusive of Affiliates Shadow Lnrollments.
16. The Servicing LSP shall provide Microsolt Enterprise Support Services front Microsoft to assist
customers leveraging this contract vehicle in operation o1'the technolo`av acquired and assist Riverside
Master Participants in maxinliAng the benefits of this investment.
17. The Servicing LSP shall provide the ability to fur the acquisition of Microsoft services as the demand
liar indiv idual product services or capabilities expand. l he servicing LSP shall provide services to
include IMicrosolt Unified. Industry Solutions Delivery (ISD). and Microsoft incident response. The
Servicing LSP will have a valid Microsoft Master Services A`.lreernent on file with Microsoft in order
to resell MMicrosoft Unified Support, and Industry Solutions Delivery (ISM Additionally. the
contractor shall provide Microsolt dedicated Technical Support representatives and subject platter
experts provided via the %'licrosuft enterprise agreement to support and assist Riverside County master
participants in analyzing, architecting, iniplernenting. rrtanaging. and operating solutions based on the
licenses prcviiulsly acquired or to he purchased in accordance with the terms ofthe Microsoft enterprise
licensing program.
IRcz itin iu Y fv, ::°l cI
Agreement No. 7351
AGREEMENT 0" 11 TAIRC 00930
18. LSP will be responsible for submitting , a completed "Reporting, of Active Enrollments" by January
I 5th 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 I-SP Reporting of Active Enrollments.
20. Pavment is due to Riverside County Information Technology thirty (310) days from invoice date.
21. The administrative fee shall not be included as an adjustment to 1,SP*s Master Agreement pricing,
22. The administrative flee 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
Agreement No. 7351
,-WRFEMEM ` H_.-\R('-009_')0
Pricilws .
1. Nlicrosoft Ginter trice License Subscription and services,
. . . . . ...........
Item Description
. . . ......
Price Level
........ ... ...
Markup 'Y.
--------- — — - . ........... Enterprise Online Services" (including Full USI.s. From SA
USl_s, Add-ons and Step Ups) M365 E3 and F5. Enterprise
lxvel 11.)
1.75
Mobility + Security E3 and F5_ Office 365 Enterprise El or
E3. Winclo%�s 10 Ente 1- -5.
�p�se E3 or E
. . ........... . . ..... ...... . .. ... ........ . .
1
Enterprise Products (Off -ice 365 Pro Plus, Windows 10
[" ... . ......... . ...... . ....... .
1evcl D
1.75
_'
Enterprise, Core CAL, Suite, Ente=i_� S ��L "Suite).
Additional Products (M365 F I, M365 115 Compliance, M365
F S Security, 0 ffice 365 Enterprise F I, Project Online, V is10
Level 1)
1.75
Online Plan I or Plan 2. Dynamics 365. Azure. SQL. Server.
Windows Server, etc).
— — - — — - ------ -- - --- - ------- - -
......... --
Server and Tools Product (applies to Server and Cloud
Enrollments only) SharePoint Ser%er, SQl, Server, Biz -Falk
Level 13
1,75
Server, Visual Studio, Core Infrastructure Suites, etc. .
.. . .... ............. . .......
All products for Select Plus Agreernent No.7756479.
. .. . ....... . . . ...............
- - ----
2.00
- - - - ----------
Microsoft Unifi d Support Services
......
1'�O
Microsoft C011SUItin" Sup Ices
.... . ... . ............
.... ......
Microsoft Incident e R sp 2rise
2.50
2. License Support Provider (LSP) Solution Area Specific Capability:
Solution Area Specific Capabili"•
Number
Customer Sizej
Reference?
.. ........ .. ..- ... .. ..... . . . ............ . . . . .
Number ofsuccessful customer production
5 0 0
All sizes
including Public
Yes
mail deplo\riiicnis/iiil,,,ratioiis'.1
.. ...... .. . . ......... . .. . .....
. ......
Nurnher Ol'SUCCeSSfUl CUstonner prodUC11011
500-�-
All sizes
including public
Yes
Sharef"oint deploN rnents/m 1 grat lons?
.
.
sector ai encies
. . . . . .... ...... . . ............. .
Number of successful customer production
I 00-+-
All sizes
including public
Yes__
Teams depioN:tiieiiis/iiilL�t-atioiis'?
sector agencies
Number Of'SUCCeSSFUI customer prodUCti0n
100
All sizes
iHC1Udi11!', public
Yes
Teams Voice deplo\ inents/PBX migrations?
sector, agen ' c ' ies
Number ol'people with special ized expertise
All sizes
1000+
including public
Yes
on tcchnolooies listed above
sector Lq_,cricleS
Agreement No. 7351
AGREEMENT 9 ITAR('-00930
3. License Support Provider (LSP) service rates:
Hourl Rate ( n
Y
Data and Artificial Intelliizent
CertifledCom Competency
�
Premise) ^
uWWnWWW -
Build Intelli,ent
Ye es
$150-$275
Build Intelligent Agents
...
Yes
.._
.....
$150 $275
_..
Machine Learning
..,,..........
l��.�n._
'es
$ISO-$275
��....�.."._
Internet of Things
Yes
a.....
$150-$275
Globallv distributed data mm
Yes
$150S275mm ..�...
OSS Databases
Yes
$150-$275
_
Cloud Scale �nalytics
�_��__
l"es
....
�._...�,m
$ 150-$275
Data Platform Modernization to Azure
Yes
$150-$275"—.
Windows Server on Azure
Yes
$150-5275
u& Manaj,ement
Security
�.. _
Yes
nm_
$10-$275
5
... ......�
...,. _
Datacenter Migration
Yes ._.
_
5150 5275
�... _ �-
.._ ..
Modern Business Intelli zence
Yes
{
$150-5275
Co ilo[
Yes
51504275
Biz APIM .. ._
Customer Service
1' es .....___��
"�.
m ...
$150 $275 ...
_------- _ ...
_
Field Service .... ......... -,___
-_.",.
-
},�.
Yes
$150 5275
Marketine
No
N A
Talent
.__ �..
_ ..._�.__
...� NA
Finance andOperationsYes
- _.— .......
.�NO
m $150-$275
Business Central
Yes
$1504275
Power Ay
Yes
_..
$150-$275
_
Power BI
Yes
$150-$275
Infrastructure
__Appsand
Azure Stack ............................
Yes
$1504275
Hiuh Perfoniiance Cone
No
NA
Sener�
Cloud Nate A PP.s usu less � NeOe"�
�guNative...
w�yyy m
Yes
__..
$1 5
Modernize -Pl �... �.. "._.....—_.
...�
...... 1'es
_ . ... _
$150-$375
—
SAP on Azure
No
NA
Linux on Azure
Yes
� ..
�.
S 150 5275
........... ....�. """"""""�...... � �mwm
Dev O s
...
Yes
—...
.. $150-$275
Business Continuitv & Disaster Reco e...
n,
Yes
$ 150-$275
Windows Server on Azure
Yes
S 150 $275
Secuntv R Management
Yes
SI 50 $'75
Datacenter %Migration
_... _._
. r_ .... ....
Yes
.......,
�....�.
5150 $275
Modern WoKk lace
_.
Adoption &Change Managa..�...�.."__w_
User��nent�...�__.
v-.-......
Yes
-.......��� ..
.-a.d....
$ I �0-5275ser
._ _....�.--.-..•........
Securitv
Yes
S 150-$275
GDPR & Co lianee
_....... Pm... .._ .�...��, ........W.__.
—._._
Yes
_, ...._ _
..
S 150 $275
..�
Teamwork
Yes
5150 $'75
Call K Meetinks
l es
I
S I S $ 7
\1 0 crn Deskto
®,.,.,. l e5
j
SI -0 $'75
Offiink
c 5 Assistance
..�e 36 �tig lion AtisiStan ...._........... ...._
__.. Yes
��.__._ �
S ITy.0
0 5275
Mail
Yes
S 150-$_75
.......... ..... ...........e.
Teams
Yes
s
,.....w_W....
S 150 $275
SharePoint mmITITITITITIT
Yes
51504275
OneDnve .. ___ ...............
_..
Yes
— . .........
_ .....m.. _...
_. 5150 $275
_
12
Re,itiu,n 1'06/2021
Agreement No. 7351
AGREEMENT # ITARC-00930
Exhibit B
LSP REPORTING OF ACTIVE ENROLLMENTS
MICROSOFT ENTERPRISE AGREEMENT No. 8084445
LSP Name ::n uu y rr ° ro Wh
RIVCO
Contract ID u" u'
Annual
Sales
Reporting
Master
Enrollment
Enrollment
Start
End
Term:
Enrollment
Number:
Entity:
Date:
Date:
Calendar
Year
''I5 ( f Y1fk-
„'dWi,X�
( / iXXXX
Revision 1/062021
Enrollment
Enrollment Contact
Contact: Email:
j cflh i 11.1
Enrollment
Contact Tel:
13
Agreement No. 7351
AGREEMENT # ITARC-00930
Exhibit C
MICROSOFT LSP PARTICIPATION FORM
im SMITH
Chied In at Offmer
MARTIN PEREZ., ACRO
Enterprise Appfir,ahr-s Bureau
DARRYLPOLK
Chief Technologly Office,
C IT
GUSTAVO VAZQUEZ, ACIO
TRTILLMAN ACY TILL
Converged CornmuruesUans Bureau
Depwy 11 Nrector Adrnin - IT
ANTHONY CHOGYOJI
KARAN CHANDRAN, ACIO
Chief Information Security Officer
Technology Services Bureau
....... ...
Microsoft LSP Participation Form
WQ # rrARC-00532 Attachment 2)
...................................
Complete this form and return to: Payment should be made to:
Riverside County Information Technology
Attention: Linda Fakhouri 3450 14th Street, Fourth Floor
E-mail: Riverside, CA 92501
County of Riverside TIN 9: 95-6000930
Company Name -,Insight Pgbfij; §CCWr, @nt;
Flame: Scott Frieei rid Title: SVP Public Sector
Crty: Chandler 7jp Code:85286 Telephone 9:
Fox Email _2c,2q ander in h - nm
Fd4_
The County of Riverside ms the host of the Wcrcsolt Master Agreement No a064446 Aft questions regarding
the products ar)d 1loensmq shoWd be direcord to Mk;ros*ft,
By 'lignmg below, fl am agreeyrif; to pay the pancopafion fe" "mar eath enrollment thal a eslabh1he'd by
leverogrug the Cowrity of Rvenjade Mwger Agreement ", aecovdarCc- to time schedwe relercrced on RPO 9
ITARC-C,0532 anb any subsequent conliads and fi wamendments
By wgining below, l aiso agree that all enrollments wiff be submItted to Wtroscft dared, to report enroflroent
aeuvoy arld compty to the payment 3chodu* per RFO At ITARC-001532 to Mvemde County Inforniabor,
TechnWogy
Please refeTence the remittance Information above for wheye to send the payment Fedure to comply may
result in the award being rescinded
sip 1mar�rem"�a^rr
Signature
6#MJi0ja7r-T41fWEkTr0
lififfur1r.1111 ; . ,
Signature:
—
Email: scottfrfedlander@insight..com
[Zc� ision 1/06/2021
5/2/2024
Date
IPS SVP
14
Agreement No. 7351
AGREEMENT # ITARC-009 30
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 Tenn. It also reduces possible confusion among
partners.
E3 No charge Onboarding Services
Microsoft assisted onboarding is now a benefit of 01„I1ce 36 Mid 1'osoh hilu n \,/uuc AP I" cnucwll
and Azure V). Eligible customers will receive guidance from a dedicated group of onboarding
experts known as the Microsoft FastTrack Center (FTC) to onboard to these services. The FTC uses
an onboarding approach known as FastTrack to help you. your IT Team, and or Partner, confidently
onboard new users and capabilities. Programs are subject to change and/or evolve.
E4 No Charge Security Incident Assistance
Microsoft will engage special security teams in the event of an exploit if your organization leverages
Microsoft security technologies as part of your enterprise agreement commitment. These teams will
help you identify and stop the malicious attack and triage the incident. See your Microsoft Sales
Executive for more details.
E5 Raise and lower commitment for hosted services during the Enterprise Agreement Period
You can raise your commitment for hosted services like 0365, CRM, Azure during the current EA
year and only commit to the remaining months in that year. Example: your anniversary for your
Year-2 tenn is in November and your adding 100 Office 365 users in May. You will only be
obligated to pay Ibr the 6 months leading to your anniversary. Additionally, you can now true -down
hosted services at your anniversary to the original commitment level as well.
E6 Additional Software Assurance benefits
0 With New Version Rights. you can upgrade each Microsoft product license that is covered by
active Software Assurance to the most recent version for no additional cost. When a new version
of Microsoft Office is released during the term of your agreement. your licenses are
automatically upgraded to the new version.
Office Roaming Use Rights: Help expand end -user productivity and extend the value of your
virtual desktop environment with Office Roaming Use Rights, which lets users with Software
15
Re%uiun I/Oh%2021
Agreement No. 7351
AGREEMENT 4 ITARC-00930
Assurance on Office. Project. or Visio remotely access their software on their virtual desktops
from third -party devices.
Spread Payments: Spread the costs of your License and Software Assurance purchase across
three equal. annual sums versus one up -front payment to help reduce initial costs and aid in
forecasting annual software budget requirements up to three years in advance. When you use the
Spread Payments benefit, no interest or additional fees are incurred. You may also consider
Microsoft Payment Solutions to help finance your technology needs, including software,
services, partner products, and hardware. Although Microsoft Payment Solutions is not part of
Software Assurance. you can choose it separate from, or in addition to, the Spread Payments
benefit to create a customized payment structure.
Step -Up Licensing: Volume Licensing customers with Software Assurance can migrate from a
lower edition to a higher edition software product while maintaining their Software Assurance
coverage on a given product. The Step-up License makes it easier for you to move from a lower
level edition to a higher -level edition without incurring the 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
het s; www.mlcro oft com en-usilic resin licensin - ro r�rr s oftware-assurancL-ta
pI, a u sp ?8 cct�12 m, ,4123-9752-1122538cOa96=True
16
Reusion Ii116CO21
Agreement No. 7351
kCaREEMIENT a# nTl'AIRC-00930
dments
-"FM—C°w a--OPT—F W K )
F K...CTC—AGIRy.
"' n, on 1 Wfv'20 I
17
Agreement No. 7351
LL
milcr'-scift
Program Signature Form
NRAXIESA ii:irniipr
Apmm:m,w norrhpr X OP44S
Vcdi-m-ie 1-1c...'en,sing
Notc: Enier the- applicable active nuiri ;isNociated willo the docurrients below Microsoft requitias
the associaled active oUrriber be indiented here, or listed below as new
. .. .. ...........
Foi the purposes of this fairn, "Custcirnei' Carl nnean file si(Pling entity. Enrolled Affiliate,
Government P�irinei. Institution, or other prii-ty entering into a volumn licensing program agreenrieril
This signalwe forin and all conlrac[ documents identified in [tie table below are entered into between
the Customer and the Microsoft Affiliate signing, as of the effeclivc date identified Ii
fly signing belovv, Cuslorner and the l0icio::isaft Affiliale agree ilhat both parties (1) hive received, wad
aold .,mderslarid above contiacl dr)cui , iiews, including any websiles or docuinerigs ricolporatec by
refLnence and any aineridnients and (2) agee W be bound by the terins of all suO docufficni.s.
Name clitEntity ,,im7 tit) I e itily rianie)' ii of Riverside
Signature'
Printed First and Last
Printed Title 5 t-_ PfOC(A r-e&,ij4tA,4- );iii? C'Ik
Signature Date'
Tax ID
...... . ....... .- , -
Agreement No. 7351
Microsoft Corporation
Signature
Oft
Mic Oft
Printed First and Last NamemmM
ft c ra tio,n
Microsoft OrP
Printed Title
EA 23 019
U6
Signature DatP
uc NI,C uscr6 A10,AC cnurc�so,;W
ir
Agrernient Effective Date
dZe n behalf of
z
D I AUthlo'--
QrOSOft CGrOOFOU011
JCrOS )ft cc r Oratio"I
(rlay he L:WfnLmV lon Mfciuvuft s s�jnl[Vk dae-tl
Optional 2"' Customer signature or Otitsourcer signature (if applicable)
Name of Entity (rntist be legal entity name)'
Signature"
Printed First and Last Naine'
Printed Title
Signature Date'
Name of Entity (must be legal entity name)'
Signature,
Printe(I First and Last Name'
Printed Title
Signature Date'
7- . . ...... .. . ........ . . ....
wdicares terliured field
It Custornei requires pnysicsl inedin, additional conlacls, at i; reporfliiq inulOple previous Eniollnier)ls,
include the appropriale lorm(s) w0i this signature fain,
Ajier Ihis sic .1nattire lorm is sigr)cd by lhn Glum am send it zwo the Ooorw DO:'LW)PNS lo Cuslomer s
akanrlel parinwor Microsoft account manaflerL Mio must submil them to the following adrimss When
the signature form is fully executed by Microsaft, Guslorner will receive a uonhinialion u)ny
Nlicrosolir Cotporatiopp
Dept 551, Volume Licensing
C100 lilleil Road, Suilp, 210
Rpno Nevada 80511-1 137
USA
Agreement No. 7351
Microsoft
Amendment to Contract Documents
Aapwcmoi; 0,nui6c,i I
vukmle IJCETISH-19
1 004 kaylk. (I-S-04 I
This uncildinent ("Amendinerit") is eWeped intn betweco Me (-�@jjes (jenfitiecl on Lhe attached progi'ain
skn@twe foam 4 amends the FEniodwent or A�.ireernew ideraihedal..)uve.. Mleirrns used I"r nol defined
'I
in Mis Amendment: YA have Me sarne meariings piolvided in that Enioi(rn(..�M or.kgreewent
Enterprise Agreement
Custom Terms CTM
671 1 CTM", is hereby arvierided and restated as folfcws�
a. Term. The [errn DP this AgicemeN will unam in effect Unless terillfriated by o filer pally
as de.senihe...'�d belwj Basch EzOrallinent Al have the term provirkmi in 1h'.11 F..infnfrncn'I
2 The pacing that Microsoft win ufrer Enrolled Reseflpi fcyr EnrollrinenLs effecfiw�
bc,.Wmen November 1, 20119 Wrough October 31, 202 1, and Mat will Apply f0t the enlire Hltlad
terrri Of SUGh iS atS f01(15VV5-
-Price —Exa im'—ple—sln-cl—tid—cbi-ef -a —reriot —lim"'ited to
Level the (0110wilig':
T. I i -te 'rp Y-i s—(.., - -0 n I —re Se-rOces- Level D tA3615 E.3 and E'5, t.."Werprise Ooi:iility
imus 2% Secwity E3 an(.J E5, Office 365 Enterprise
(iindkirting l'uH USLs 1-:(oin SA E I oP. Wilindriws I() E"riter prise E3 or E5
USLs, Acid Otis aml stela Jps�
Enter rise Product _ Teve9 D Office 365 Pro Pius, W10dows 10
Enterp6se, Core, CN Suite, Cr nterjjnse
CAL. Suite
Adtlltional Pr . oducts is vii�o n
M365 F 1, M165 E5 Compliance, M165 E5
Offico 365 Ei)torprisr-, f 'I, P'Fojccl
onkne Visb Onl(ne Plan 1 or pal rrt I?
Dynarnics 365' .Viille, 'aUL
Windoxs Servev, etc
Sender and lools Pirodluci Leve� D
SharePoiinl Seirvei, SO[ Se�'Ver'. BizTalk
Servc�r, Vilwal SW(IiO 00Fr IfUrturr
(applies to Servec and Clood
Skfites' etc
t--iwoflments
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1r OT,, v,u i v;,�jhl err'p:"ul m I� to iu 1, tm
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Agreement No. 7351
Tha pKe No nw, ChM a"As In x; order m rmt a War ira deSimbing wheNar the
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Po%ver W Me (,)op Vice ei discro."ned price
W pnowN Mw aWMs Q BuUmm" e50ve un ai aNe; Nuvanhei 1, 2021 is Lewd 0 lur
ah 1406UQS -
The Am% and Ihn FWAd AMW W thonw, the Wild AUMNs aoul pno mvj
pmmm" wms,
Emep for Oang" mMe by Mrs Annimimal Me DwOment ai AgreemeW idenfiried above reniams
Lmchangednndart full hmewWWWv If there is any conflid boymen anj provisim in this Amer dalenl
nd wq pu&w" h Hm Budlmmi! m Agmmwil %Whml A= lhk /unund"wPH shaH coskrA
1 A . . . . . . . . . . . . . . . . . . -Form to be vaii—d-
Is amendment must be attached to a SigrIatUre
Microsoft lqtqrllM,Use Only�
7 -Irsili, C"inLy 1-',A Amend PJ.7.docx G 111 FT,,m cP'i'0PT-I"WK
Amn r Irn- qA� , -A CTH rpvnrf FWK AD
I
Agreement No. 7351
aff Microsoft
Enterprise Agreement State and Local
N Q I ` , au t i "E" wd4 N'' r•q Cr,, Q qri i I mo I (. %aJ I I, 10 °r I r C nf iMie p r 1 .5 "ll J 4 -o Q I 11!
This Microsoft Enterorl,,e A(Ireement (Agre'ement') is entered into between ire entities Identified an the
signature farm
Effective elate. The effective date of this Aoreement is the earliest effective date of any Enrollment entered
into kinder this Agreement or 11he date Microsoft accepts llm, Agreement, aOicliever is earlier
This Agreement consists of (1) these Agreement lvms and conditions, inchoding aoy jirenclfnents and [he
signature form and all allacliments dentified'Ilherein, (2) lhe Product Terms applical,ie tcProducts licensed
under this Agfeenneril, (31 the Online Services Terms, (4) any Affiliate Enrollment entered into under MIS
Agreement, and (5p any order submitted under this Agircernent
Please note: Documents referenced in this Agreement but not attaclied to the signature form may be found
at 111112 1,!�L VL C (L and are incorporated in this Agreement hy reference,
�N'
including the Product Terms and Use Rights ThBS8 (10CLImenis May contain additional terms and
conditions for Producls licensed under this Agreement and rn3y be changed from Pane to trine Customer
should review such doCUrnents carefully, both of the th-ne of signing anal periodically lherelfter and fully
understand all terms and conditions applicable to ProdLotS licensed
Terms and Conditions
1. Definitions.
'Affiliate' means
with regard to CLIS110111LIr,
(1) any government agency, department, office, instrUmentality, division, unit of other entity of
the state or local governirrient that is supervised by or is part or Cusloinei, or 'which
supervises Customer or of which Ct istorner is a part or which IS Linder rommor sulpe+vrszon
with Cuslionner:
(it) any county, borough, connnnonweallh, city, inuirucipality, lown, township. special purpose
district, or other similar hype of governmental instrumentality established by the laws of
Custorners slate and located within Custonner's state jurisdiction and geographic
boundaries, and
(iiii any other entity in Custonle'r's state expressly aUlhorized by the laws of Custcrners state
to purchase Linder state contracts- provided that a state and its Affiliates shall not, for
PLlrl)QSOS of this definition, be considered to be Affihites of the federal government and its
Affiliates, and
b. wilh regard to Microsoft, any legal entity that Microsoft owns, that 0INVIS Microsoft, or that is
Under common ownership with Microsoft
"Customer` means the legal entity that has entered into this Agreement vvith Microsoft
"Customer Data' rneans all data including all
11 text, sound, Software, image, or video files that are provided
to MiCrIDS00 by, or on behalf of an Enrolled fVfiliale and its Affiliates through use of Online Services
"day" ineans a calendar day, except for references that specify 'business clay"
"Enrolled Affiliate' means an entity, eilher CLIslornef or any one of Customer's Affiliates that has entered
into an Enrollment Linder this Agreement
LA20 WiNiv (I IS)N L( t(ENGjil`iuv2Q 16P'lige F of 1 1
lin".1insent X-)U-1020
reement No. (:3b1
'Enrollment" mcarr., thc, nocuirterit Iliac an Enrolled Affuiote GuLnfits under this Agreernent to place orders
for Prc(.h.i,1-ls
Enterprise" mean,.., an Enrolled Affiliate and tria Alf,liates for I is responsible and i,llooses on its
Enrollment In include in Os enterpin!;e
I
'Fixes' rneaiis Product fixes, iTivilificatfors or ur lheir derivalives, !fiat Microsoft --iLlier
feh:ases qienerall,/ (such as Prodw.1 servfcelpacksV or ovoordes to Customer to address a srecific issue.
Ucense" weans Ikea right lo clownioad instaH. access and use a, ProdUcl For ceilaw PlodLlCts a L-cen�e
Irlay be available on a fived term of subscripiion basis ("Subscripilion License') jceiises for Online
Services will be considered Sulascriphon Licenses
Wicrosoft" means the Microsoft Affiliate that has entere(l info this Agleprient or an Enrollment and its
Affiliates, as appropriale
'Onhrie Seivires" means the Microsoft-hoslecl servjcc-s ide-nlibed as Online, Services in tfie Product I errns
'Online Services Terms" means the addiliorial terms [hat apply to Custorner'S LlSC-,' Of OnliraF Services
published on the Volume Licensing Site and'up(laled froin trne 10 lime
"lonoducil" means 911 prOdLiCtS )dentified in lh a Product Terrns, such a.s all Software, Online Services and
other web -based services, including pre-release or beta versions
"ProdUcl Term,;' means the document 11rat piovidps introoriation about Microsoft Products and Professlorim
Services available litirough volume licensing The Product Terms rlocumcnt is publishea on the vrohime
Licensing Slip and is Apdated from HmL to time
"SLA" ineins Service Levell Agreement, whi6h specifies the rribill"hUrn service level for Online Services and
is published on the Volume Licensing Site
'Software' means licenspd cnpies of fvIcios6it saflware identified Or) the Product Terms Software coi---r, not
include Online Services but Software may be part of an Online Service
'Sof(vivare Assurance" is an offerinq lay Microsoft twat provides new version rigfh5 and other benefits for
PrCJdLlCt5 0S further described in the Product Tennis
'Trade Secret" rneans infoimation that is not generally knovon or readily ascertainable to the public, has
econornic value as a iesull, Arid has been siihjeck to reascriable SlePS Under tt-ff• Gir6lArnslainces to inainlaw
its secrecy,
use" or *rkin" ii-neans to copy, install, use. 3C I CeSS, display, run or otherwise interact,
"Use Rights means the use rights or bterms of service for each Product pliblashed on life VollAvne Licensing
Site and updated from fifne to tirne 'rf* Use Rights supersede 'he temls of any eirld tiser license agreement
that accornpariles a ProdUct The Use Rights, for Software are P1.11ifished by Microsoft in the P1011LIGI f'ernis
The Use Rights for Online Services are published in the Online Services Terms,
"VOlLIVIle Licensing Site' mearis nkL,'P�r�O,% mios,)Q Lgr2LiL 1,ri or a successor sile
2, How the Enterprise program works.
i Gelieral, rhe Enterprise program consists of the leans and condilions on whidi an Enrolled
Afrinate may acquiila Piorkjct Llcenws. Under the Entenvise program, Customer and its
Affiliates may crdty Licenses for Products by entering into Enrcilln-leirils
b. Euiroiilnients. The En[elI)n5e praqrain gives Customer and/or its Affiliates the at-.Aity to enter
into erne of more Enrollments to order Pnc(IUCtS. SUIDSCHiation EnrullprieNs may be available for
some of these EnrolWents Nolwithstanding any other provision of this Agreement, only
Enrolled Affiliates identified in an n Enrollment will be responsible for complying with the tewis
of that Enn011inenO, including th I e terms of this AfIreennent ricorporzired by reference in that
Enrollment
FP0 I : W'AIlr(4I( ;{i:pl( ;)(N-211 aieio 2 or V I
X2-1 10159
Agreement No. 7351
c. Licenses. The types of Licenses available are ` ' 1) Licenses ohlained koWer Soltvmre
Assurance (L&S A), and (2) Subscription Licenses These License types, as ,,tell as addilional
License Types, are further desctited in the PrOCIUCt List
3, Licenses for Products.
a, License Grant. N-licrosofil giants Ifie Eirwimse a '1011 eXCILIsive, wor'dwide and limited right
to dovenlo3d, install and use software Products. and to arcess and Use the Online Services
each in the quantity ordered Linda, aii Enrollment The rights gianlecl are subject to the reinis
of this Agreernerit, (lie Use Rights and the Product Terries. Microsoft reserves all rights not
expressly granted in lhis Agieerinent
1). Duration of Licenses, SUDSMIPtiOn Licenses and most Softwaiie Assuiance rights are
temporary and expire ashen th6 applicable Enrollment s termin@led Of expires, finless the
Enrolled Affiliate exercises a buy-out option which is available for some Subscliplion Licenses
Except as otherwise noted in the applicable Eivollment or Use Rights all other Licenses
become peirrPILI-')l only vdien all i2ayments lot that License have neen made and the initial
Enrollment lerin has expired
c Applicable Use Rights.I
(I) Products (other than Online Seovices) The Use Rights in effect on the affective date of
[lie applicable Enrollment term vAll apply to Enterprise's use of the version of each Product
trial is curreril 31 the time For future versions and rew Products. the Use Rights in effect
,,,then those versions and Pre duck are first released will apply Changes Microsoft makes
to the Use Rights for a pqrliC'lJI2r version will not apply unless the Enrolled Affiliate chooses
to have those changes apply The Use Rights applicable to perpetual Licenses that were
,1C(jLJircd Linder a previous agreement or Enrollment are cleterriiined by the Agreement or
Enrollment Linder which they were acquired Renewal of Solfivoare Assurance does trol
change which Use Rights apply to those Licenses,
(if) Online Services For Online Services, the Use Rights in effect on the subscription start
date will apply for tile subscription term as defined in Ihe Product Ternis
cL Downgrade rights. Enrolled Affiliate may Use an earlier version of a Product other lhair Onhne
Services than the version that is current on the efIfeclive 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 eadiei version If the eadier Product version includes featwes that are not III Pie new
version, then the Use Rights applicahle to the earlier version apply with respect to those
features
e. New Versioii Rights Linder Siciftware Assurance. Entailed Affiliate ML17,1 order and maintain
continuous Schw are Assurance coverage for each License ordered With Software ASSUrance
coverage, Enterprise DLIl0InatiC6Ily has the right to use a F)eW version of a licensed Product as
soon is it is released, even if Enrolled Affiliate chooses nor to use the nevi veislor) jonrinediately
11) Except afts otherwise permiI ad Linder an Enrollment, rise of the new version will be SLIIIIjgCt
to the new version's Use Rights
(i i) If the License for the earlier version of the Product is Perpetual at the time the neAv version
is released, the License for the new version will also be Pet"PaWal Perpetual Lcenses
oblained through S'oflevare Assurance replace any perpetual Licenses for the earlier
version I
f License confirmation. This Agreement. the applicable Enrolment, Enrolled Affiliate a order
confininalron, and any documentation evidencing transfers of perpetual Licenses, together wilh
proof of payniant, -.vill he Eni6iled Affilialle's evidence of all Ucenses oblainod Linder an
Enrollment
EA20 I tiAgr(U I;SLG( ErrGVP0-e20I6 Pn�.)C 3 rd I I
LOL,w n,,2,d /2U. N209
Agreement No. 7351
q, Rporganizallons, consolidations and privatizatiloots, If We nUrnber A LiceriseS covered I)y
all Enrollmeni charges by more than lei) percent as a result of (1) a reorganization
c.cnsolid,qtoii or pirvalizatioo of an entity or an operating division ( ' 2) a proalization of ar
Affiii,qfeorarioper,.;tingdivisici[i c.)I`Etiroiled Affiliale ov any of its Pklhhotes, ci (3)a consolidatioil
including a merger wf9l a !hhd parly that/ Dias an existing agreemeril or Enrollment Microsoft
will ,volk with Emr.)Iled Affiltafe if, 9L)orl faitli to cletpi[nji,ie iiovj to Is
circumstances in ,he coirext of this Agreement
i
4- Making copies of Products and re -imaging rights.
many copies Of PicidLlCtS, as it I)eDdS todistribtae
n, General. Eiirolled AlfiliCItE- ITlay rnake as
them willhin the Enferprise Copies rm*t be two and t.oinplefe (irichiding copyrigilk and
fradernark notices) from master copies oblained front a Microsoft approved fUlfillMeflt source
Enrolled Affiliate May URC a third party to make those copies, but Enrolled Affiliate agrees or �vill
be responsible for any third party's actions. Enrolled Affiliate agreas I,) i-Tiake reasonable efforts
to notify if,, ernpkoyees, agents, and any other indivirkisis who use the Products that the
Pff)(ILICtS are IiCPWS�ld ll^Onl Mofo'S& and SUbject to fhe terms of thi; Agreement
b� Copies for krartinglevilpratiorl and back -lip. For all Products other than Online Services,
Enrolled Affiliate may ( If use 6p to 20 complimentary copies of any liCeillSed PIOCILICt in as
dedicated training facility on its premises for purposes of training on tflat particular Produci, (2)
Use Lip to 10 complinientary copies or any ProdUCIS for a 60-day PV@ILM6OF1 period, and (3) use
one complimentary ror)y co any licensed Producl fop faack up or archival PLUPOSP-S for each Of
its distinct geographic locations Trials for Online Services may he avai!Oble if specified in the
Use Pights
c Right to re-imaqp. In certain cases, ie-iinaging is pernillied using the Product Priedia If the
T,jAcrosoft ProdUCl is (1 f from an original equipment manufacturer (OEM), (2) as a full
packaged Pioduct through a retail S1AVCP_ Or (3) under another Microsofil program, then rnedr-,)
provided under this Agreeirienl'Ninay geneially be used to create i1nages for use in place of
C01bieS pFDVidPd through that separate source. This right 6 conditional UpOn the fOIIOYAIllg.
(i) Separate Licenses must be acquired from Ihr- separate source for each PrOCILICt that. V3 re -
imaged
(i o) 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 lhe
riUrnkle( Of COPIeS Or 1115l2rlC�s of the re -imaged Product permitted remains [lie same
(HiExcept for copies of an operating system and copies Of Prodrcls licensed under another
Microsoff program, Ole Product type (e g Upgrade or full License) re-inlaged WILW be
ide,ritical lo the Product type licensed from the separate source
(Ivp Enroiled Altihate must adherce to any PlOdUCt-specific processes or reCtUire ..ments for re
irnaging idenfified in me. Product Terms
Re-imiged Products remain subl�cll to the leints and use rights of the License acquir-ed from
the sepirate SOLffoo This siAsection does not creale or extend arry Miciosoft imairanLy or
support obligakfor I
5, Transferring and reassigning Licenses.
a Uceilso 1pransfers, License ha rvfers are not pernlitted, except InAk costonner or an Enroied
Affiliate i-nay transfer only fully -paid perpelkial Licenses to'
(op an Aff fialle, or
(If) a third party s<-)Ipiy in connectiorl, with file transfer of i,tarciviare or employees to -Mioln alp
Licenses hive been misigne'd as part of (A) I Ill ivatizattan of an Affiliate or agency oi of an
Pacie 4 of I I
Ullullneipl X1.10- M209
Agreement No. 7351
operating division 31 Enrolled Affiliate' or an Affiliate (L3) a FP0lq3niZal10lr or (C>
upon such transfer, Customer 'or Enrolled Affiliate nikist uninstall Ind rlisconhrtue LiSilig the
licensed Product and render any copies unusable
h. Notification of I-Irense Transfer Eriralled Affiliate mu.,,,t riolify Nlicicisoff of License iransfer
1., 7 i:omor0hig f e S t ra n 5f ,r fom, ;sit ic" l can he obtained I) oo
an() seo&og file con)jplr led furor IG micrin9cor
Lefolrot Ille Lknrens�tilisfer censtrot
slrr vou[l me v;-lki unless Erwnilf1d AfNale pijvldes'
to the transferee, and the transfeiee accepts ill 1.1,11iting, documents suffraent to enable tfhe
transferee to ciscertaiii the scope, purpose and kinilations of the lights granted by IsAiriciscifl
under the licenses being transferred (includingthe appitrAble Use Rights, use ,itlid transfer
resfricliont;, ,varrarities and limitalionscif liability) Any License trarisfel not made ir, compliance
,vith this ser lion will be void I
C Internal Alss(Pliment of s.iceirses ao4f Software Asqui-mice, 5oltvi"Ire
Assuranl-,e rni)sf h)r- assfqirt-d M a tisligle user os device within the EillerprIse Licenses and
Sollv,,are Asstoaace may be reissignerj wittion ff,re Enleiprise a, desclrbo!d Ill the use Rrilillis
6. Term and termination.
a, Terri. The term of tiiisAgreeni6nt will be 36 full calendar niontlis front the effective dale unless
terminated by eillies, party as described below Each Enrollment will have the tern) provided in
that Enrollment
b. TermInariwi without cause Either party may terminate this Agreement, wilhout cause, `span
60 days' written notice In the evenl of termination, new Enrollments will not he accepted, bi it
any existing Enrollment evill continue for the term of such Enrollment and will continue to be
governed by litis Agreement
c, Mid-torm tern'll"OtiOrt for non -appropriation of Funds. Enrolled Affiliate may terlmnale this
Agreement or an Enrollment without lialcil,ly, penalty or fuitlier obligation to male Pal/iffleilts if
funds to make payments under ' the Agreement or Enrollment are not appropriated of allocated
by the Enrolled Affiliate for such purpose
d. Termination for Cause. Without limiling any other ieinedres it roay hava, either party may
Leirlonate an Enrollment if the other party materially preaches its obligations under this
Agreement, including any oblig2thon to submit orders or pay invoices Except where the breach
is by its nature not cuiable, with ' in 30 (lays, 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 Entailed Affiliate, Microsoft also will give CLIstollneF a copy
of that notice and Customer agrees to ne!p resolve the bleach If the breach affects other
Enrollments and cannot be resolved beivirsen Microsoft and Enrolled Affiliate, together with
Customer's help, wilhin a reasonable period of time, Microsoft naay terminate this Acreernent
and all Enrollments Linder it, If an Enrolled Affiliate ceases to be Customer's Affiliate, it Must
prompfly notify Nlicrosolt, and f licrosolt may terminate the former- Affiliate's Enrcilirneot If an
Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft
teiminates an Enrollment because Enrolled Affiliate ceases to be Customer's Affiliate, then
Enrolled Affiliate will have the early termination rights described in the Enrollment
e. Early termination. if ( 1) an Enrolled Affiliate terminates its Enrollment as a restill Of a 131-C-RCh
by Microsoft, or (2) if Microsoft (erminalie5 on Enrollment because the Enrolled Affiliate has
ceased to be in Affiliate of Custorner, or (3) Enrolled Affiliate terminates an Enrollment for non -
appropriation Of hinds, or (4) Microsoft taiminates an Enrollment for non-payment due 10 non -
appropriation of funds than the Enrolled Affiliate will have the lollowing oplici'W
I (I) It may immediately pay the total remaining amount due, iricluding all i0slalfrents, in Which
case, the Enrolled Affiliate will have perpetual rights to' all Licenses it has ordered, or
oaf i I
r1n, m n,i,� XP 1: 0.:61 I
Agreement No. 7351
Oil It rnay pay only .91TICI-Mr3 due as of lhe leirninatron elate, in vvhich case Ine.- Enrolled Affiliate
will have pPrp,-.rigl Urens,s, fnf
I ) all CODIeS oaf P-rdLlCtS (111CILIdIng the 13t25f. version of Products ordered kinder SA
cove fage in (lie CLOPrit tPIM) for v,,hich payment as been rnade in null, and
2� the mrpber of copies of ProdLiClS It has )rdered linduding tke latest version of
Piciducts ordered under Software As-3LV-anC1,1 coverage in current lermy lhat is
Pforarfian-af to the total of installment payment, pii(f ver,,us total arnounis CILIF (DAICI
and pa,/able) if the early termination had not occurred
(tip) In the case of eaily termill,360il 011def '.11ALISCripticin Enrollments FLnroll&j Affiliate will
the foillowing option I
1) For elig(ble Products, Ep',rolled affiliate may obtain peipelual Licenses as described in
the :;ecllion of the Enrollrnenf tilled 'Buy-nt.a opuen," provided that Microsoft ieceive5
the )uy-out order for those Licenses vnihm r)rj drys after Enrolled Affiliatc, provl(k�;
notice of left 110nalior
2p In the event of a I)reH�;h lay MIUOSOR, If CLIMOfrei rhooses nct to exercise a bLP/-ants
option, Microsoft wiH issue Enrollad Atfilmte a credit for any ni-nount paod in advaricP
for Subscription ( icenses that We Enterprise viill ncL be able to iise to do the
toiniination of the EnroOnent
I
Nothinu in this section shall affect perpetual Llcefise rignts acquired Pithpr in a sF1.PR.i@N-
agreement of in a prior term of the leikirinated Enrollment
C Eftect cif term inaklon or expiration. V%fheri an Enrollment expires or is terminated,
(i) Enrolled Affiliate PL15f order Licenses for all copies of ProdmIs it has rup for othicrt if has
not previously submitted an order Any and all unpaid paywirents foi, any order of any kind
rein-ain due and payable, Except as pr.,)vided jr, Oree sdhsection titled "Early lerrninahrin, oil
Unpaid payments for Licenses irnmediatel,j oecome due and payable,
(it) Enrolled Affiliate's right to Softvare assurance berefils under [his Agreement ends if it
does i)of renew Software, Assurance
Mocliffication or teinfillriation of an Online Service for regulatory reisons.. Micicisaft may
mcidity ear fpintinay.e an Onfirie, Spivine %%ihnIri? lhce is any current. or ILOLire ijavernmew
r&qUirernent, or obligation that. 1) ,otilects Microsoft to arry regulation or iequiiertnent not
generally applicable to businesses operating in the jUrisdiction, (2) presents a bardskip for
Microsaft to continue operating the Onfine Service. WithOkrt niod;licationo and/or (3) causes
Microsoft to believe these terms or the Online Service may conflict with any such requirement
or obligation I
h. IProrgram updates. Microsoft may make changes to this program that YWO rnake it necessary
for Custorner and its Enrolled Affiliates to Pinter into nPw agreernerits and Enrollments at the
hire off in Enrollment renewal
I
Use, ownership, rights, and restrictions.
I
a. Proiflucls. Unless otherwise specrfitad r a supplementat agreement use of any Product is
governed by tho Use Rights 5pecific to each Product and version and by the terms of the
applicable supplemental agreerrienI
bFixes. Each Fix is licensed LVICIL'r the same tears as the Product to which it applies if a Fix is
not provided for to specific Product, any use rights NlicrosoQ provides vvith the Fix will apply
c.. Non -Microsoft softwire and te ' chnoloUy. Erifolled Affiliate is solely responsible for ar)y non -
Microsoft soflware or technology, that it installs or LASeS With the PiDducts or Fixes
Agreement No. 7351
d Restrictions. Enrolled Affiliate nnui5r: riot ,and is not licensed to) (1) ieverse engineer,
deconipile, Or OSZISSerilble any PrOCIUCI or Fix (2) install or use non4-Aicrusoh sofiv/are (If'
technology in any way that YIOLIld subject Microsoft's intellectual property of technology to any
other license terms, at (3) taacrork al,.Rind any fc-chnical hinilations in a Product or Fix or
restrictions in Product documentation CLISICInef Must not (and is not licensed to) () separOe
and ion parts of a Product or Fix on more than oiip device, upqfade or downgrade parts of a
product or Fix at differci-it tinies, or lraruz;fer brids, of a Product or Fix sepal atelyi or (if) distribute,
sublict:oise, rent, leasp, lend any Products tar Fixes in whole of in pait, or use them to offer
hostinq services to a third party
a. Reservation of irights. ProdUrtS ofici Fixes ar>e protected by copyiight and other intellech-iol
property rignIs laws and international treaties. ii.ccrosoft reserves all rights not expressly
granted in this agreement No rights will be granted or implied by viarve-ir or estoppel Rights
to access or use Software on a rIevice do not give Customer any right to implement Nlicrosoft
polenis nr otheii NhLiusofi inlellLtual property in flte device itself or in any other software of
devices
8, Confidentiality.
"Confidential lnforniation" is non-public- infoinriation fhat, is designated 'coofidential" cri that a reasonable
person should understand is confidential, including Customer Data Confidential Information does not
nClLide information that (a) becomes publicity @,.4lable vwilhoof a breach of this agreefirient, (W the
receiving party received lawfully from anollier source withmit a confidentiality obligation, (c) is
independently developed, or J) is a cornivieni or si,.iggestion volunteered about the other parVj's
bLiSineSS products or semces
Each party will take reasciratilp steps to protect file other's Confidential Inforill3tion and will use the other
in')OV's Confidential Informatir)n only for purposes of the parties' business relationship Neither party will
disclose that Confidential Information to lhird parties, except to its nnnployees, Affiliates contractors,
advisors and consultants ('Representatives") and then only on to need -to -know basis Lbridef nondi5closiire
obligations at least as, prolective as this agreerne-M Earh party rernains responsible for the use of the
Confidential Information by its Representatives and, in [lie e,irarlt of discovery or any ii riakahoiizeo use sr
oisclosure, trust promptly notify the other party
A party may disclose the other's Confidential Inforwation if required by law, but only after it notifies the
other party (if legally permissiolle) to enatfle, the other party to seek a protective order
Neither party is re(lLffed to restnct work assibi-irrients of its Representatives who have had access to
Confidentiat Information Each oafty 291eeS that the Use Of information retained in Reforesentallives'
unaided memories in the development or deployment of the parties' respective products or services does
not create liability under this Agreement or trade secret lava, and each party agrees to limit what it
discloses to the other accordingly. I
These obligations apply (i) for Customer Data until 11 is deleted floni lhe oonine Services, and (if) for all
other Confidential Information, for a period of five years after a party receives file Confidential Information
I
9. Privacy and compliance with laws.
a. Enrolled Affiliate consents to the processing of personal infounation by Microsoft and its agelits
to faclifta[e the subject matter of this Agreement, Enrolled Affiliate will obtain all required
consents frorn third parties under applicable privacy and data protection law before providing
personal inforonation to P.,licrosoft
b, Personal information collected Under this agfeelnelil: (j) may lie liansfeired, slore�d and
processed in the United States or any other country in which Microsoft or its service providers
maititain lacililies and (if) ivill be subject to the privacy terms specified n file Use Rights
rvlicrosoft will abide by the requirement:,ofEurope-an EconornicAiea and Swiss data protection
C10 - IT, ,)^,v2U Hil Paqp I M t i
J?,-umqr :^20 P�CID9
Agreement No. 7351
la�t,i ieciarding We CQ1leCfiCi11 ruse [�ansf(,�r, retenition, ant other pioct�ssw,�,f of peisonal data
fiom lhe Europrray) Ecommm, Air,a -Md S1N[t7,1'rlRnr1,
U,S. Pxpoirl, Products and Faxes are subjecl lo la S e'pc a I,,insdic6on Enroiled AffHiziva musl
Cornply wah all applicable Inieriiahonal and national kvi,, wickidin,g the IJ 5 Expol
Reg! fl-,30ins and hifernational Taffic, in Airris Rpyuation-, and endqi,,v. r, end
use and desfinalion rPsfdcaticns issued by U S ..3nd ("Ahei: gaveninents reiate„d to Warr: soft
prcicftics, servii.:;es and mchm,,jkygres
10. Warranties,
a United warrantip.9 and reinedies.
(i) SON.Waie Microsoft warrants [her each version of the Software will perform substantially
a as descnhed in the applicable Product clocurneni,-a hon for one ye r from the date the
Enterprise is first licensecillor that version It it does not and the Enterprise notifies
Microsoft within the warranl,,r lean, then Microsoft will at its option ( 1) return the price
1--nircilled Affiliate. paid for the Software license, or (2) repair or replace-, the Software
(ii) Online Services [kcrosall warrants that each Online 3eirvice will oedoiin in accordance
with the applicable SLA during the Enterprise's Use The Enterprise's remedies far breach
of this warranty are in the SLA.
The remedies above are Pia Enterprise's sole iemedies for breach of the warianties in lhis,
section Customer w:3ives any breach of wirranly claims not made during the warranty period
lb Exclusions The warranties in this agreement do not apply to problems caused by accident,
abuse, or use in a manner inconsistent will) this Agreement, Including failure to meef minimurn
system iequirernents These warianlies do not apply to free, trial, pre-releape, or beta
products, or to components of Products that Enrolled Affiliate is permitted to redistribute
c. Discl;Mrner. Except for the Iiinited warranties above, Microsoft provides no other
�e.#arranfles or conditions add 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 ll,ldgrT ent or approved settlement, but only if the defending party is
promplly notified in writing of the clairn and has the right to control fire defense and any settlement of if The
party being defended must provide the defending party a,jrth all requester) Assistance, information, and
authority. The defending parl:Vwill reiinburse the other party for reasonable CiLit-cf-pocket ,zriensps it incurs
in isiovidinq assistance This section describes the parties' sole remedies and entire liability for such claims
I a. By Microsoft. Miciosolt will defend Enrolled Affiliate against any third -party claim to tha extent
it alleges that 3 Product or Fix made availahle by Microsoft for a fee and used Within the scope
of the license granted (unmodifi ' ed from the forn) provided by Microsoft and not combined with
anythinq else) misappropriates a trade secret of directly Infringes a patent, copyright,
Iridem@rk or other proprietary right of a third party, If Microsoft is unable to resolve a claim of
inhingeinellt under commercially reasonable ternis, it may, at its option, either (I) modify or
replace the Product or Fix will) a functional equivalent; or f ' 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 IMOLInt pa,d for Online Services for any Usage period
after tire larminal ion dale Microsoft %vill not be liable for any clalins or damages due to Enrolled
Affiliate's continued use of a Product or Fix after being notified to stop due to @ third -party claim
b By Enrolled Affiliate. To the extent permitted by ' 1 applicable law, Enrolled Affiliatev.611 defend
Nliciosolf against any third -party claim to fire extent it alleges that: (I any Customer Data or
CA20 F,arpa K iii u r
c6i'cmmvl� X20, i02�D
Agreement No. 7351
non -Microsoft sofhvaie hosted in an Online Service by Microsoft on Enrolled Affiliate's behalf
misappropriates a trade, secret or directly intrinqe5 a patent, copyright, lradPry)Alk, or other
orciprieraiy light of a third patty,
or (2) Enrolled Affilkatic 5 use of olily PfUdUCI or Fix, alone or in
combination vtith any1hiny else, violates the ia-,v or damages as r1rd party
`12. Limitation of liability.
Foi ear-11 Product each laity's maxinium, aggregate liability to trip- other tilder atis Aqraemefil is united
to direct damages finally awarded in an arinOUnt not to exceed In& alnGUnts Enrolled Affiliate was required
to pay for the applicable Pfcclucts duliry fit,,, I term of Wis, Agreement, subject to lhc- following
-osoft s maximum liability to Enrolled Affiliole for
a. Online Services For Online S6rvices, Mici
any noijent giving ri-,F- is a clairri ,rill not exceed (lie arrioiint Enrolled Affiliate paid for phi
Online Service during the 12 months before Line incident.
b. Free Products arid Distributable Code, For Products provided free of charge and code
that Enrolled Affiliate is aullboitzed 10 Ic(fiStlibWe to third parties without separate payment to
Microsoft, Micioscift's liability is limited to direct dj?jj@qeS Finilly ZYMArdC-Cl Llf) to USS5,000
c Exclesions in no event will either party be liable for ndiract, incidental special, puritive, 01
ronseqUCntii,il damages, or 'of loss of iise, loss of husinpss infairnation, loss of revenue, or
iot&-QiPfiOn Of lousiness, however caused or on any theory of liability
I
d. Exceptions. No limitation op- exclusions will apply to Lability arising out of either parl, ' 's
confidentiality obligations (except for all liability related to Customer Data, which wN leri
subject to tire limitalions and exclusions above), (2) defense Obligations: or 13) violaliciii of the
other party's intellectual propeily rights-
13. Verifying compliance.
a. Right to verify compliance. Enrolled Affiliate must lkeep records relating to all use and
distilbution of Products by Enrolled Affiliale and its Affiliates f6ciosoft has the right, at its
expense, to the extent permitted by applicable law, In verify compliance with Me PrOdW,['S
license Ienm,5. Enrolled Affiliafe must promptly pFovidc the independent auditor with ally
information Ine auditor reasonably roclUests in furtherance of Wo verification, hric�udlng access
to SVSleMS running the Products and evidence of Licenses for Products Enrolled Affiliate hosts.
51-ilrilicenses, or dishibUleS to third parties Enrolled Affiliate agrees to complete Microsoft':
self-quid;t process, which Microsoft may FeCjUrc is an alleinalive to a third party audit
I
h Rennedles for non-compliance. If verificalion or seH.-aud,, revi3als any ionlirPn$o1,d use Og
distribahon, then within 30 days', 1) Enrolled Affiliate riiusi order suflk.ievl LiCenses to �.Ovcr
that use or distribulion, and ( ' 2) if Unlicensed lose oio � (Iisiiuwo is 5"ore /, or onion Enrollee Affitiale
must reirnbuise Microsoft for the cost Microsoft has incurred in verification and acquire Ole
necessary additional licenses at 125116 of the pfice based on the price list Elf"d
Enrolled Affiliate price level. The unicensied ilse perceotage is based On v-ie total m,oiniber of
licenses purchased compared t6 ' actual install I)ase if there rs no unlfcen,,�,d vze, Mir, kisoll will
not subject Enrolled Affiliate to another verification for at least one year. By exercising the
tights and procedures described above, Microsoft does not waive its rights to enforce this
Agreennt@ot or to protect its intellectual property by any Other means permitted by law
rVerification process. Microsoft will notify Enicilled Altilate at least 30 Jays in advance of its
intent to verify Enrolled Affiliate's compliance with the liceiise terns for the Products Enrolled
Affiliate and its Affiliates use or distribute Microsoft will engage in independent OUdifor which
will be subject to i confidenIialily obligation Any infoirnaron, collected in the Self-EiLldil "Vill be
Used solely lot pUrposes of deterr-nining compliance. This verification, will lake place during
neural business hours and in a manner Inat does not interfere unreasonably with Enrolled
Affiliate s operations,
Agreement No. 7351
14. Miscellaneous
a Use of corttractors Nh(�roscifl rinay use rontravors to perfotrii seivices, but will be iespoosible
for their performance suhiecl: lo lkle tsrenew of lhis Aglreenip-ol
1). Microso([k as mdepend,— cou .—or The p.-ni-fics are indppendent contractors L. nrofled
Affiliate and Microsoft eich may develop pioducts viltiaut using Me ethers
Confidenlial Information
r Notices Nolices toPhuosoft mlus't [)e sent to the address on the signatofe form Notices trust
ne in muting and will rte treated as delivered on the dale slnov)n on the relurn teceital oi on the
c(--)ufiei or fax conlionation of delivery Microsoft inny prov,de information to Enrolled Affiliate
nboul upcomkig ordering deadlines, services, and SL1bSCnp6-.)n information in electronic feilin
Including by ernall to contacts provided by Enrolled Affiliale- Eniails will lie ffeWed as delivered
,on the transmission date.
(I Agrocirinent riot excluslvp.. Cuslomer is free to enter i-vo acirceni--t-its fo license use nr
promote non-klic(o50ft PfOdLir-,S
in Amendments Any Caine rcInnent to this Agreement MUSI be eKeClAteu by both parties. except
dial Microsoft may change, the Product Terms and the Use Rights heir tirne to limp In
accordance v.Jth the ferrris of this Agreement Any conflicting terms and conditions contained
it) ati Enrolled Affiliate's purchas6 Order Will not apply. Microsoft May require Cusloiner to sign
a new agreement or an annenckiient L)efote an Enrolled Affiliate enters into an Enrollment UndP-11'
this agreement I
IF AsslUouneiiiii: Eilhei party unay assign this Agreenrionli lo an Affiliate, but must notify tne other
party in writing.of the assignment Any other proposed assignment must be approved by the
non -assigning party in writing Assignment %vill not relieve the assigning party of its obligations
under lire assigned agrecrnerl Any attempted assignment wilhout required approval will be
vold I
9. Appilcahle law dispute resoli.ition. The terms of this Agreement mil be governed by the
l0r,kS Of (71LISIOMPt"S ;tale. Yvilhoilt giving effect to its conflict of laws- DiSpUt es relating
g to ihis
Agireeinc-rif will be subject to aoOlicable cilspule resolution lavrs of Cusianlei'q state
I
K. Severaiblliil.V. If any pfcvision in Hui aqeeeineitl is held to be LJ11eF0OiCe,3hIe, the.halance of the
ngraefinent will rennain in full force e lind C-flect
I. Waiver. Failure to enforce any' provision of this agi eenient will not cninglitUte a waiver_ Any
waiver roust ne in writing and signed by the warring parity
No third-parly beneficiaries This Agreement does not create any third -party bonefirlary
rights
K Survival, All pcovisions surdive terminalion Dr d-YlAfal Do of lhit; Agreernent except Itiose
recluirilrig performance onIV during the fewri of lhe Agreerricr-il,
L Marraquirriloint and Reporting. 6ustorner and/or Enrolled Affiliale may manage aCCCLrn1 details
(e g , contacts orders. Licenses, soflware do%vinloadq) on rAlCrO1,00'S VOILH-ne Licensing
Service Ceriler (VIL S C') web site (or successor site) rat
hljis duo , amcruasoft I? , date of this Agreement
Upon Me effective
and any EivoillneillS, the conlact(s) identified for this purpose wilt be provided ic.ccss, to this
site and may Aufficrize additional mers and rontacls
in Order of precedence In the case of a Conflict bel,,veen any docuonents in this Agreement 11hat
is not eyoressly resolved in Hiose documei0s, friek terms will conhol in Hie following order froni
highest tea lowest pliorily (1) this Enterpriise Agreement (2) any Enrollment, (3) the Product
Terms. (4) Ole Online Services -reirns, (5) orders submilted under this agreement, and (6) any
other documents in this Agieenient Teirris, in an amendment contiol over the =endecl
docuineril and any prior aniendinents concerning the 5arne suf)jecl irialter
('.gale In of i i
Dorunieril A,-q) 102CID
Agreement No. 7351
Irv. Free Products, H is POicroseMs, fnient Owl the leriflS of this Aqrecinentl and the Use Righls be
in compliance wilh all a0talicWe lederal law and egul,itrons Any free Piciduct provided 110
Eorolled Affiliate is for lhe sole L t ise:�- and benefit (:if she E.:niolled Affihate, and is not provided fal
use by or personal beneW of a4y speciftc government enilployee
o, VciWntary Product Accessflbflity Templates. Uticr-c-) soft 5-ajp.p(..)fts wnE governmerWs obligailion
to provide accessble fcchrirjlogres to i[.N citizen,,� voth cfisabilitie!5 as iequired by Section SOB of
We Rehabilitation Acl of '1973, and its !.-.-,late law counterparts The Voluntary Fifcduc'll
&ce,,iwbiky remr.Aales ("VPAT,-;") foi he tdrcmson technoio(.Ves used in prov6mg Uha Online
Services can be found a[ Microse,)Ws VFIAT page, Forther infoirnalinn fF,9;,IrdMq 'OONSOff'S
commitc-nent to accessiblMy can 1)9 tOLMd af ].Atp
Natural cfisasWr lo the event of a 'nakwJ disi-Wer,' Miciosoft way prowde additional
assis(ance or righfs by posling thern On (I tr d""M"V%-t Ri sw-h fime,
q.. CopyiriqlO violatlaro. Except as set forth 41 the sectic)n aLroove entifled rransfeiiing and
reassigning Liconses", the '.::nroRed Affikate agices to pay for, and C.Drnplly,Mth Ihe Yearns Offlils
AgreeniP31nl 211CI Ow Use Rights, . for We !:' rod uds if uses Exrt--pttothieexteiltEnron led Affiliae
M liceinsr.ml under 0iis AgreemA M it v,Wl be responsilt)te Year Rs breach of mis coMract and
vicriallon of Imicrosdi's copyl[ghi in Hie PrarkjcYs, incl'Ljd;iig p3yry-lent f.if [Jcense. fees specified
in Mis Agreernem fear ilrflicensed use
I
J
Agreement No. 7351
Krrosoft
Vct A u rrf ") I 'l c. f", H S l )C�
I-Ious foray caiP be used in crjrnL,)ioaIiok w4h NIBSA, Agreeinen( and
However, a 63cpai ale forin rnust he subrnifterl for
subinitted oo is sigrahffe Lorin F'or tIiE,, pwposes of his "ciirn 'eiO4y" can mean We s0gning entAy,
Cusioirier, Enrolled Affikafe� r lwarty eii[ering ink , volui e U1 fj9it- a
licensM,g prograw agreement Primary And NnItices coniaci,,..n in thj.-i form will not .iptoly to enialknents
or ieyslrahons
........ ..
This faim aplOes Io: I ......... I 101:33/�
Agreenienl:
Registr-inlion Forin
iiisert immarl enlily ntimm if riioae lhan one
Fcirnn is subrnOed
Contact information.
Each ji:)ziny will nolity the Wrier to wr4irq II` ', n V of 1he infroirmahon in 9ie, 1100vVing aon(@r;t infollination
page(sp chi'anges If fie asterisks (')I indicate required fields". if Me eriRy chooses to designate other
caMactypes, the Saone required fields rmust be coihIpleted for each seebon 1:3)j piroOding cc�nlad�
information, entily consents to its use for puq:,io-,escf administering the lr---nrolkneiril by Microsaft arnd Whel
paitIes thal: piielp Microsoft adii-ninis!)f-,F this P. nroltrneril The -.)ersonal intorination provided in conn,-,,ction
with tints agreernent vill tiger and w:cordif(, to ilie privacy staleineril avaR able at
This contact receives all notices that are sent from Microsoft No online access is granted to this
iodividual.
Naine of entity' County of Riverside
Contact narne': First Regina Last FLInderbuf 1,
Contact mall address' RFundeiburk@rivco org
Street addmss' 3450 14th Street, Otto Flonri
� City' RiversMa State/Province' Ca�111&,),ia Postal code' 9250 1-386 1
Country* USA
Phone' 951-955-2265 Fax I
[] This contact is a third party (not the entity). Warning This contact receives personally identifiabW
informalion of the entity I
2, Software Assurance man6ger.
This contact will receive online permissiohs to inartage the Softwaie ASSUrance benefits under We
Enrollment or Registration
Name of entity® Counly of Riverside
Contact name': First Regina Last FunderbUrk
Contact ennall address' RFunderburk&vco org
Street address' 3450 14th Street, 4M Ftoor,
City' Riverside StatelProvince' California Postal code' 92501-386 1
Agreement No. 7351
Cokontryl USA
Phone' 9,51-955-2265 Fax
0 This contact is a thilid early (ncl: the enhtyi Warning This contack receives peisonilly Idpritifiable
infoirrialoo o0ie entity
3Subscriptions manager.
This contact will assign MSON Expression, and TechNet Plus stlbscriptp011 licenses to 1he indivildi.ral
subscribers under this Enrollinent oi Regishalion Assigrinleol: of floe subsciplion Is enstas is nfacpssaiy
for access to any of flat online benefits, such ZiS subscriplion downloads This contact will also manage
any cornp . lirneritary or additional media purchases related to these subsciiplions
Name of entity' County of Riverside
Contact narne': First Regioa Last Funrlei hut k
Conlact arnall acldirpss' RFUndefbL11k@biiiVCO Or, -,I
Street address* 3450 14th Street, 4th Floor
City' Riverside StaitelProvklce' Califanno Postal cocie" 9250 V 3861
Country' USA
Phone' q51-955-2265 Fax
0 This contact is a third party (riot the entity) Warning Tilis r..oritact receives personally identifiable
triforr'nation of Hie entily
This contact will be provided online peuni5,ssons to nianige the online services ordered uodef the
Enrollment or Registration
Name of entity' County of Riverside
Contact narine': First Luis Last Flores
Contact email address' LFFlcfes@nvco,org
Street address* 3450 141h Street, 41h Floor
City' Riverside State/Provinice' California Postal code* 92501-3861
Country, USA
Phone' 951-955-8114 Fax
El This contact is a third party (nol the entity), Warning' This contact receives personally identifiable
information of the entity
lAvrionpir MSfitl f*r snonori-iialaled act
Name of enitity' County of Riverside
Contact narne': First Luis Last Flores
Contact ernail address, LFFlares@rivco org
Street address' 3450 141h Street, 4th Floor
City'Riverside StaltelProvince' Californhi Postal code' 92501.3861
Country' USA
Phone* 951-955-8114 Fax
ITZOMIMM
An indiVidUal hom inside the organization must seive as We primary contact This contact ioccives online
administrator permissions and may grant online access to others. This contact also receives all notices
unless Microsoft is piovided wrillein notice of a change
Name of entity' County of Riverside
0 a r I I WU�: imiri(N A, I LDPI�1' 111) DMIC 2 or 3
Agreement No. 7351
Contact navne'� Fir,M Jim Last Sivullh
Contact erne-.0 addvea ,s'
Street address" ,3450 1 Ith Street, 4th Floor
City' Riverside State/Province' CA Po,,-Aal cade' 9250 1-386 1
Country' US
Phone' 951-231-5909 Fax
FAMEMET i
This indiwftml receives online whiimmstrator perrrksions arm il may granm onlwie access lo Oieis This
COMPO also neGpivps a notices
pj ST)ta as pirmaty rnolact
Name of enkity'
Contact iiaiine': Frst ILast
Contact PntaH address'
Sto-celt addr-ess'
CRY, StakeiProvince* Postal code,
country,
IC honel Fax
[I Mis contad is a third t..)arty (not the errtiP r3 Warning, This contact receives personMly dentifiable
mformation of lhe enWt /
P %oqe, A,�4 3
Agreement No. 7351
cin Microsoft
Program Signature Form
Volurne Licensing
MBA/MBSA number PrOpOS8I ID
_]
Agreement number
Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active
number be indicated here, or listed below as new.
For the purposes of this form, 'Customer' n mean the signing entity, Enrolled AffUiate, Govemiment
Partner, Institution, or other party entering into a volume licensing 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 Enti (r `ust b I al entity name)' County of Riverside
Signature" ..4 ....
(URI' IWi4 Y^n. D Ca r Cr)
Printed Firstand Last m" Ines Marky
Printed Title" Procurement Contract Specialist `3 Y
Signature Date" 07/17/2013
Tax ID 95-6000930
__ ...........,, — .u.w_....w_....�.............. .........
" indicates required fie/d
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLl(ENG)(Oct2012) Page 1 of 3
Agreement No. 7351
Microsoft Licensing, GP
Signature
Printed First and Last Name
Printed Title
Signature Date
(date Microsoft Affiliate countersigns)
Effective Date
(may be different then Microsoft's signature date)
Optional 2nd Customer signature or Outsourcer signature (if applicable)
Name of Entity (must be legal entity name)"
Signature'
Printed First and Last Name`
Printed Title'
Signature Date`
indicates required field
* indicates required field
If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments,
include the appropriate form(s) with this signature form.
After this signature form is signed by the Customer, send it and the Contract Documents to Customer's
channel partner or Microsoft account manager, who must submit them to the following address When
the signature form is fully executed by Microsoft, Customer will receive a confirmation copy
Microsoft Licensing, GP
Dept 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, Nevada 89511-1137
USA
ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Oct2012) Page 2 of 3
Agreement No. 7351
Prepared By: Name of Preparer
Email of Preparer
LMArn)FxRRA IlWA(r'NGNOcI2012) Paqe 3 of 3
Agreement No. 7351
a i,� MiCI-(-,)st3fi Volume licensing
Select Plus License Program Agreement State and Local
Contents
1.
Definitions..........................................................................................................................................1
2.
How the Select Plus License program works.................................................................................
3
3.
How to establish price level............................................................................................................. 3
4.
License grant— what Registered Affiliates are licensed to run .................................................. 3
5.
How to know what Product Use Rights apply................................................................................4
6.
How to order Product Licenses....................................................................................................... 5
7.
Making copies of Products and re -imaging rights........................................................................ 6
8.
Transferring and reassigning Licenses.......................................................................................... 6
9.
Term and termination........................................................................................................................ 7
10.
How to renew an Order.....................................................................................................................
8
11.
Restrictions on use........................................................................................................................... 9
12.
Confidentiality..................................................................................................................................9
13.
Warranties........................................................................................................................................10
14.
Defense of infringement, misappropriation, and third party claims..........................................11
15.
Limitation of liability .......................................................................................................................12
16.
Verifying compliance......................................................................................................................13
17.
Non -Microsoft Software or Technology........................................................................................14
18.
Miscellaneous..................................................................................................................................14
This Microsoft Select Plus Agreement is entered into between the entities identified on the signature form.
Effective date. The effective date of this agreement is the effective date of the first Affiliate Registration
Form or the date Microsoft accepts this agreement, whichever is earlier.
This agreement consists of (1) the terms and conditions of this agreement and all attachments identified
therein, (2) the Product List, (3) the Product Use Rights applicable to Products licensed under this
agreement, (4) any Affiliate registration entered into under this agreement, and (5) any Order submitted
under this agreement.
The parties agree to be bound by the terms of this agreement.
Terms and Conditions
1. Definitions.
In this agreement the following definitions apply:
"Affiliate" means
a. with regard to Customer
(i) any government agency, department, office, instrumentality, division, unit or other entity
of the state or local government that is supervised by or is part of Customer, or which
supervises Customer or of which Customer is a part, or which is under common
supervision with Customer;
(ii) any county, borough, commonwealth, city, municipality, town, township, special purpose
district, or other similar type of governmental instrumentality established by the laws of
Customer's state and located within Customer's state jurisdiction and geographic
boundaries; and
SelectPlus2012AgrGov(US)SLG(ENG)(Oct2012) Page 1 of 16
Document X20-04874
Agreement No. 7351
(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 makes 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 Customers 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 pre-release 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 1, 4t 1iwww not r� sof( w c�lhurVo ai lrtrtrt zara(u° , 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 Product -specific 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 I, It!,j;�Vwww.microsofl f.or rlur,g_p In ontra is 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 reseller 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
SelectPlus20l2AgrGov(US)SLG(ENG)(Oct2012) Page 2 of 16
Document X20-04874
Agreement No. 7351
"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 term
price" refers to reference price.
4. License grant — what Registered Affiliates are licensed to run.
Registered Affiliates have the rights below once their registration is accepted by Microsoft. These rights
apply to the Licenses obtained under this agreement and are not related to any order of, or fulfillment of,
software media.
The ability to run current or later versions of a Product licensed under this agreement could be affected by
minimum system requirements or other factors (e.g., hardware or other software).
a. General. At any time after their registration has been accepted by Microsoft, a Registered
Affiliate may run for its own benefit as many copies as it chooses, of any available Products it
chooses, provided that it submits Orders for all copies in the month in which those copies are
first run.
b. Use by Affiliates. A Registered Affiliate may sublicense the right to use the Products
ordered under this agreement to any of its Affiliates, but Affiliates may not sublicense these
rights and their use must be consistent with the License terms contained in this agreement.
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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.
(Ili) 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 Rights apply.
a. Product Use Rights. Microsoft publishes Product Use Rights for each version of each
Product. The latest version of the Product Use Rights is available at
Li 11 Ifw yc)upr r sofi a om�li e ,uo�u�aont;ract ,.
(1) 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 will 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
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Agreement No. 7351
date, the Product Use Rights for the version licensed, not the version being run, will
apply. However, if the earlier version includes components that are not part of the
licensed version, any Product Use Rights specific to those components will apply to the
Registered Affiliate's use of those components.
b. Reservation of rights. All rights not expressly granted are reserved by Microsoft. In lieu of
Customer's obligation to indemnify Microsoft under various provisions of the Product Use
Rights, Customer will be responsible for any cost or damages arising from any claim to which
Customer's indemnity obligation would otherwise apply.
& How to order Product Licenses.
a. Placing Orders. Registered Affiliate may purchase Licenses and Online Services Microsoft
makes available under this program by placing Orders with Registered Affiliate's authorized
Reseller. The price and payment terms for all Orders will be determined by agreement
between Registered Affiliate and its Reseller. When placing orders, a Registered Affiliate
must specify the country or countries where the Registered Affiliate will use the Licenses.
Microsoft may refuse to accept an Order if Microsoft has a business reason to do so.
Microsoft may change the Products and subscription services available under this program.
b. When is the Registered Affiliate eligible to order just Software Assurance? A Registered
Affiliate may order Software Assurance for copies of a Product, without the need to
simultaneously order a new License for those copies, in each of the following circumstances:
(i) Registered Affiliate may order Software Assurance for copies of Products for which the
Registered Affiliate has previously obtained perpetual Licenses through Upgrade
Advantage, Software Assurance, or any similar upgrade protection, so long as the Order
for Software Assurance under this Agreement becomes effective no later than one day
following the expiration of that upgrade protection, and (2) Registered Affiliate submits an
order for another term of Software Assurance for those Licenses prior to or at the
expiration of the previous term.
(ii) 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 http a�, rAnr �rA� r�Pt a `� I+M r� aie� + owratAs, 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
t°Ati w�mw� twtt _ nt I or a successor site that will be identified.
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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.
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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 re -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.
(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) 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:
(i) if you are an agency of a state or local govemment 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
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your state's jurisdiction and geographic boundaries; and (ill) any other entity expressly
authorized by the laws of your state to purchase under state contracts, or (b) an
unaffiliated third party in connection with a privatization of an affiliate of agency as set
forth in (a) above or of an operating division of the Enrolled Affiliate or one if its affiliates
as set forth in (a) above, a reorganization, or a consolidation.
Customer must notify Microsoft of a transfer of license by completing a transfer notice form,
which can be obtained from W , llyv,w^� � rriiiq �s�r(1,+c,omiltzt g),1" 1s��r c),.� 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.
(i) For Products other than the desktop operating system upgrade. For Products other
than the desktop operating system upgrade, Registered Affiliate may internally reassign
Licenses to an Affiliate. However, Registered Affiliate may not reassign Licenses on a
short-term basis (90 days or less), or reassign Software Assurance or other upgrade
coverage separately from the underlying License, except as provided otherwise in this
agreement.
(ii) 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
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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
(ii) 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. How 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
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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 share/exchange 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 share/exchange 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.
(i) 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.
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(ii) 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 other's 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;
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(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;
(ii) the limited warranty does not cover problems caused by accident, abuse or use in a
manner inconsistent with this agreement or the Product Use Rights, or resulting from
events beyond Microsoft's reasonable control;
(iii) the limited warranty does not apply to components of Products that Customer is
permitted to redistribute;
(iv) the limited warranty does not apply to free, trial, pre-release, or beta products; and
(v) the limited warranty does not apply to problems caused by the failure to meet minimum
system requirements.
d. Remedies for breach of limited warranty. If Microsoft fails to meet any of the above limited
warranties and Customer notifies Microsoft within the warranty term, then Microsoft will:
(i) for Online Services, provide the remedies identified in the Service Level Agreement for
the affected Online Service;
(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:
(1) Customer Data, non -Microsoft software, modifications Enrolled Affiliate makes to, or any
specifications or materials Enrolled Affiliate provides or makes available for, a Product or
Fix. ;
(ii) Enrolled Affiliate's combination of the Product or Fix with a non -Microsoft product, data or
business process; or damages based on the use of a non -Microsoft product, data or
business process; ;
(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;
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(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.
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:
(i) 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 property 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.
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.
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.
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$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");
(iii) 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 (EXCEPT TO THE EXTENT THAT SUCH VIOLATION
RELATES TO CUSTOMER DATA), THE OTHER PARTY'S INTELLECTUAL PROPERTY
RIGHTS, OR THE PARTIES' RESPECTIVE OBLIGATIONS IN THE SECTION TITLED
"DEFENSE OF INFRINGEMENT, MISAPPROPRIATION, AND THIRD PARTY CLAIMS."
c. Affiliates and Contractors. Neither Microsoft nor Customer shall bring any action against
the other's Affiliates or Contractors in respect of any matter disclaimed on their behalf in this
agreement. Each party will indemnify the other in the event of any breach of this provision.
16. Verifying compliance.
a. Right to verify compliance. Customer must keep records relating to the Products it and its
Affiliates use or distribute. Microsoft has the right, to the extent permitted by applicable law,
to verify compliance with the license terms for the Products, at Microsoft's expense.
b. Verification process and limitations. Microsoft will provide customer at least 30 days'
notice of its intent to verify compliance. Microsoft will engage an independent auditor, which
will be subject to a confidentiality obligation. Verification will take place during normal
business hours and in a manner that does not interfere unreasonably with Customer's
operations. Customer must promptly provide the independent auditor with any information it
reasonably requests in furtherance of the verification, including access to systems running
the Products and evidence of licenses for Products Customer hosts, sublicenses, or
distributes to third parties. As an alternative, Microsoft may require Customer to complete
Microsoft's self -audit process relating to the Products Customer and any of its Affiliates use
or distribute. Such information will be used solely for purposes of determining compliance.
c. Remedies for non-compliance. If verification or self -audit reveals any unlicensed use,
Customer must within 30 days order sufficient licenses to cover its use. If there is no
SelectPlus2012AgrGov(US)SLG(ENG)(Oct2012) Page 13 of 16
Document X20-04874
Agreement No. 7351
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.
a. 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.
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Document X20-04874
Agreement No. 7351
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.
1. Amending the agreement. This agreement (except the Product List and the Product Use
Rights) can be changed only by an amendment signed by both parties.
m. Resellers and other third parties cannot bind Microsoft. Resellers and other third parties
do not have authority to bind or impose any obligation or liability on Microsoft.
n. Privacy and Security. Microsoft and Enrolled Affiliate will each comply with all applicable
privacy and data protection laws and regulations (including applicable security breach
notification law). However, Microsoft is not responsible for compliance with any laws
applicable to Enrolled Affiliate or Enrolled Affiliate's industry that are not also generally
applicable to information technology services providers. Enrolled Affiliate consents to the
processing of personal information by Microsoft and its agents to facilitate the subject matter
of this agreement. Enrolled Affiliate may choose to provide personal information to Microsoft
on behalf of third parties (including Enrolled Affiliate's contacts, resellers, distributors,
administrators, and employees) as part of this agreement. Enrolled Affiliate will obtain all
required consents from third parties under applicable privacy and data protection law before
providing personal information to Microsoft.
The personal information Enrolled Affiliate provides in connection with this agreement will be
processed according to the privacy statement available at
1 �s lavmwev (ni�� osafll c wlru"il�ce nsua�g,as .c l eceg imt (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
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Document X20-04874
Agreement No. 7351
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 NLijltL��wv%,,,!Ilicrosoft.co¢-n 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 P e r„ atrgosofjt omlex nc�rtitm
SelectPlus20l2AgrGov(US)SLG(ENG)(Oct2012) Page 16 of 16
Document X20-04874
Agreement No. 7351
Microsoft Licensing, GP Document Summary Form
This is for informational purposes only
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Master Agreement Number, 7756479
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(IVISLI Scanning Code)
Agreement No. 7351
011
am
Microsoft
Program Signature Form
MBA/MBSA number
Agreement number
Volume Licensing
Proposal ID
Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active
number be indicated hens, or listed below as new.
For the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate, Govemment
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 B'ntity (must g I entity name)• County of Riverside
Signature'
Printed First and Last I fa brle4 Ines Mark
Printed Title* Procurement Contract Specialist
Signature Date" 07/17/2013
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ProgramSignForm (MSSign)(NA.LatAm)ExBRA,MU(ENG)(Oct2012) Page 1 of 3
Agreement No. 7351
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
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title*
Signature Date*
* indicates required field
If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments,
include the appropriate form(s) with this signature form.
After this signature form, is signed by the Custarner, send it and the Contract Documents to Customer's
channel partner or Microsoft account manager, who, must submit them to the folloyAng address. When
the signature forrn 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 89511-1137
USA
ProgramSign!Form (MSSign)(NA, La tAm)ExBRA, PALI (ENG)(Od2012)
Page 2 of 3
. . ... ... . . .....
Agreement No. 7351
Prepared By: Name of preparer
Email of Preparer
ProgramSig nForrn(MSSign)(NA, LafAm)EXBRA,MLI (ENG)(Oc12012)
Page 3 of 3
Agreement No. 7351
�h'�`I'd, .a L I t 1/(;11111le I Well"itiq
Program Signature Form
MBAIMBSA number RIVCO-8084445-
AMD2
Agreement number 8084445
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 an lered 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 webslles or documents Incorporated by
reference and any amendments and (2) agree to be bound by the terms of all such documents.
Name of Entity,('n st be Ip_g I entity name)" County of Riverside
Signature"
Printed First and Last Name"" ETC N4(R,Q ( 1A
Printed Title SIP— ` ?-oWz-ei�ttr n/'r Co/vTtr4CT 5IPEC1141-LS7-
Signature Date" O//;3V / o
Tax ID
'Indicates required field
O CO
.,120115TOMM
Agreement No. 7351
opuw"pl 2nd Customer signature vrOutyowrcer signature (If applicable)
Name of Entity (must uvlegal entity name)^
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
indicates required field
Name of Entity (must be legal entity naine)*
Printed First and Last Name*
Printed Title
Signature Date*
If Custorner requires additional contacts mIs reporting multiple previous Enrollments, include the
appropriate fonn(s) with this signature form.
After this signature form is signed by the Customer, send it and the Contract Documents to Customer's
channel partner or Microsoft account manager, who must submit them to the following address. When
the signature form IS fully eXeGuted by Microsoft, Customer will receive a confirmation copy.
1141c,osom Corporadon
Dept, ss1.Volume Licensing
e1onNell Road, Suite 21O
Reno, Nevada o9o11'i137
USA
Document X20-12845
Agreement No. 7351
Amendment to Contract Documents
Agreement Number L. 8084445
1ir)1(Irne L :011- I-Ig
RIVCO-8084445-M
AMD2
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.
Microsoft Services Amendment to the Enterprise Enrollment
Federal, State and Local Government & Public Educational Institutions
Enrolled Affiliate Is ordering Professional Services described In the attached Statement of Services
(SOS) In connection with the Products licensed by Enrolled Affiliate under the Enrollment. The parties
agree that the Enrollment Is amended to add the following terms that shall apply to the services
described In the SOS.
Terms and Condiflons
9. Def/nfilons. All terms defined In the Agreement and the Enrollment shall apply to this Amendment
unless otherwise staled, Additional terms are defined as follows;
"Customer" means the legal entity that has entered into the Agreement;
"Customer Data" means all data, including all text, sound, software, Image or video files that are provided
to Microsoft by, or on behalf of, Customer and Its Affiliates In connection with Professional Services;
"day" means a calendar day, except references that specify "business day';
"Fix" or "Fixes" means Product fixes, modifications, enhancements, or thelydedvatives, that Microsoft either
releases generally (such as Product service packs) or that Microsoft provides to Customer when performing
Professional Services to address a specific Issue (including, but not limited to, workarounds, patches, bug
fixes, bete fixes end beta bullds);
"Mlcrosoft" means the Microsoft Affiliate that has entered Into the Agreement and its Affiliates, as
appropriate;
"Pre -Existing Work" means any computer code or materials developed or otherwise obtained Independently
of the efforts of a party under a Statement of Services;
"Professional Services" means all Product support services and Microsoft consulting services or
advice provided to Customer under this Amendment "Professional Services' does not Include Online
Services;
'Service Dellverables" means any computer code or materials, other than Products or Fixes, that Microsoft
leaves wilh Customer at the conclusion of Microsoft's performance of the Professional Services;
"Statement of Services" means any work orders, services descriptions, or other descriptlon of Professional
Services that Incorporates this Amendment;
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"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 with;
"Volume Licensing Site" means rtlt J1'WVfVv,r fgcorawtal;¢-�r�irr,djwc Grsinq/co� j,l et.t or a successor site.
2. Services, The precise scope of the Professional Services will be specified in a Statement of Services.
Customer or any of Customer's Affiliates may enter into Statements of Services under this Amendment with
Microsoft's local Affiliates. Microsoft's ability to deliver the Professional Services depends upon Customer's
full and timely cooperation, as well as the accuracy and completeness of any Information Customer provides.
This Agreement does not obligate either party or its Affiliates to enter into any Statements of Services.
3. Use, ownership, rights and restrictions.
a. Products. Unless otherwise specified in the Enrollment, use of any Product Is governed by the Use
Rights specific to each Product and version and by the terms of the applicable license agreement.
b. Fixes and Services Dellverables.
L Fixes, Each Fix Is licensed under the same terms as the Product to which It applies. If the
Fix is not provided for a speclflc Product, any use terms Microsoft provides with the Fix will
apply. If no use terms are provided, Customer shall have a non-exclusive, perpetual, fully
paid -up license to use and reproduce the Fix solely for its Internal business purposes.
Customer may not modify, change the [Ile name or combine any Fix with any norr-Microsoftt
computer code, except as expressly permitted in the Agreement.
il. Pre -Existing Work. All rights in Pre -Existing Wo* will remain the sole property of the party
providing the Pre -Existing Work. Each party may use, reproduce and modify the other
party's Pre -Existing Work only as needed to perform obligations related to Professional
Services.
ill. Services DeAverables. Upon payment in full, Microsoft grants Customer a non-exclusive,
non -transferable, perpetual license to reproduce, use and modify the Services Deliverables
solely for Customer's internal business purposes, subject to the terms and conditions In this
Amendment.
Iv. Affiliates' rights. Customer may only sublicense its rights in Services Deliverables and
Sample Code granted hereunder to Its Affiliates, but Customer's Affiliates may not
sublicense these rights. Customer is responsible for ensuring its Affiliates' compliance with
this Amendment.
c. Non -Microsoft software and technology. Customer is solely responsible for any non -Microsoft
software or technology that Customer installs or uses with the Products, Fixes or Services
Deliverables. Customer may not Install or use non -Microsoft software or technology In any way that
would subject Microsoft's Intellectual property or technology to obligations beyond those included in
this Amendment.
d. Sample Code. Upon payment in full, Microsoft grants Customer a non-exclusive, perpetual, non-
transferable license to use and modify any Software code provided by Microsoft for the purposes of
Illustration ("Sample Code") and to reproduce and distribute the object code form of the Sample
Code for Customer's internal business purposes only and not to any unaffiliated third party.
e. Restrictfons on use, Customer must not (and Is not licensed to) (1) reverse engineer, de -compile
or disassemble any Product, Fix or Service Deliverable; (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, Fix or Services Deliverable
or restrictions In Product documentation. Except as expressly permitted in this Amendment or a
Statement of Services, Customer must not distribute, sublicense, rent, lease or lend any Product.
Fix or Service Deliverable, in whole or In part, or use them to offer hosting services to a third party.
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Reservation of Rights. Products, Fixes, and Service Deliverables are protected by copyright and
other intellectual properly 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.
,Supportablilty of Products. Support for Products Is available under the terms of a licensing
agreement, a separate Statement of Services or under the terms set forth at
)utuPir„ttla,pfrarl rrttrcd,atlt t.lu;p;,l or a successor site.
4. Confldentlallty. Subject to the requirements of Customer's public records and trade secret laws (II arty):
"Confidential Information" Is non-public Information that Is designated "confidential` or that a reasonable
person should understand Is confidential, and the terms of this Amendment, It Includes, but Is not limited to,
non-public intormation regarding either party's products, features, iintarlaeting and promotions, and the
negotiated terms of any Statement of Services.
Confidential Information does not Include Information that (a) becomes publicly available without a breach of
this Amendment, (b) the receiving party received lawfully from another source without a confidentiality
obligallon, (c) is Independently developed, or (d) is a comment or suggestion volunteered about the other
party's business, products or services.
Each party will tale reasonable steps to protect the other's Confidential Information and will use the other
parry's Confidential Information only for purposes of the partials' business relationship, Neither patty will
disclose (fiat Confidential Information to third parties, except to Its employees, Affiliates, contractors, advisors„
and consultants (collectively°'Representatives") and then only on 'a need-to4(nawbasis, under nott•dlsclosure
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 party's Confidential information If required by law; but only after It notifies the
outer party (If legally permissible) to enable the ottterparty to seek a protective order.
Neither party Is required to restrict worm assignments of Its representatives who have had access to
Confidenlial Information. Each party agrees (hot use of Information In representatives" unaided memorles in
the development or doployment of rho partles' tespeclive products or set'vlces does not create liability under
this Amendment or Trade (secret law, and each party agrees to iun"[1: what 11 disdoses to the other accordingly,
These obligations apply for a period of five years after the confidential information Is received
5. Compliance with applicable laws, privacy and security.
a. Customer consents to the processing of personal information by Microsoft and its agents to facilitate
the subject matter of thls An'tendmenl. Customer will obtain all required consents from third parties
(including Customer's contacts,, resetiers, distributors, ndmrnlstralorsr and employees) tinder
alapticarble privacy and data protection law, before providing personat information to Microsoft,
Personal information collected through Professional Services (I) may be transferred, stored and
processed irr lire united States or any otfter country in which Microsoft or its contractors maintain
facilities and (4) will be subject to the privacy teams specified in the use Rights Micro It will abide
by the requirements of European Economic Area and Swiss data protection law regarding the
collection, use, transfer, intention and processing of personal data from the European Economic
Area and Switzerland.
c. u,S, Export. Microsoft Products, F`Was and Services Deliverables are Subject to u.S, export
jurisdiction, Customer must comply Yl all applicaable, international and naliofaat laws, including the
td S Export Administration Regulations, the International Traffic In Arms Re,gulaflons, and end-mer,
end use and destination reslydcliorts by a S. and other govom�menis related tc Microsoft Products,
services, and technologies.
6. Warranties.
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a. Limited warranties and remedies — Professional Services, Microsoft warrants that It will perform
Professional Services with professional care and skill. If Microsoft fails to do so, and Customer
notifies Microsoft within 90 days of the date the Professional Services were performed, then
Microsoft will, at Its discretion, either re -perform the Professional Services or return the price paid
for them. These remedies are Customer's sole remedies for breach of warranties In this section.
Customer waives any breach of warranty claims not made during the warranty period.
b. Exclusions. The warranties in this section do not cover problems caused by accident, abuse or
use in a manner Inconsistent with this Amendment, 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 [hat Customer is pofmilted to redistribute, DISCLAIMER. Except for the
Itmlted warranties above, Microsoft provides no otherwarrantles or conditions and disclaims
any other express, Implied or statutory warranties, Including warranties of quality,
merchantability, fitness for a particular purpose, title and non -infringement.
7. Defense of third -party claims.
To the extent not prohibited by applicable law„ the parties will delend' each other against the third -party claims
described In this soclton and will pays 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 (subject to (subject to 28 U.S.C. § 516 Is Customer is a Federal
Government agency). The, party being defended must provide the defending party with all requested
assistance, Information and authority. 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.
By Microsoft. Microsoft will defend Customer against any third -party claim to the extent It alleges
that any Fix or Services Delivorabte made avoilabio by Microsoft for a fee and used within the scope
of Section 3 of this Amendment (unmodified from the form provided by Microsoft and not combined
with anything else) misappropriates a trade secret or directly Infringes a patent, copyright, or
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 Fix or Services Defiverable with a functional equival'eni; or (2) lwminal�e Customer's license and
refund any foes paid for such Fixes) and Services Dehverabfe(s). Microsoft will not be Viable foo
any claims or darnages duce to Customer's continued use of a Product, FN m Services Deliverable -
after being notified to stop due to a third -party claim
By Customer. To the extent permilled by applicable law, Customer will defend Microsoft
against any third -party claim to the extent it alleges That Customer's use of any Fix or Services
Deliverable alone or in combination with anything else, violates the law or damages a third party.
Notwithstanding the foregoing, Microsoft's rights set forth in this section (and the rights of the
third party claiming Infringement) shall be governed by the provisions of 26 U.S.C, § 1498, If
Customer Is a Federal Government agency,
8. Limitations ofllablllty.
Each party's maximum, aggregate liability to the other is limited to direct damages finally awarded in
an amount not to exceed the amounts Customer was required to pay for the applicable Statement of
Services, subject to the following.
a. Free Professional Services and Distributable Code. For Professional Services provided free
of charge and code that Customer is authorized to redisIdbute to lh'ird parties without a separate
payment to Microsoft, Microsoft's liability is limited to direct damages finally awarded up to
US$5000.
b. Exclusions. In no event will either party be liable for any 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.
c. Excq)tlons. No limilalion or exclusions will ripply to liability arising out of either party's (1)
corifidenfialily obligations (except for all liability related to Customer Data, which will remain subject
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to the limitations and exclusions above); (2) defense obligations; or (3) violation of the other party's
Intellectual property rights.
B. Term and terminatlon. This Amendment will remain In effect until terminated.
Either party may terminate this Amendment al any time without cause by giving the other party at least 60
calendar days prior written notice. Terminating this Amendment will not effect any existing Statements of
Services but will terminate the ability of the parties to enter into subsequent Statements of Services.
Customer may terminate a Statement of Services upon 30 days' notice. Either party to the Statement of
Services may terminate it if the other party is In material breech or default of any obligation that is not cured
within 30 calendar days' nollce of such breach. Microsoft may terminate a Statement of Services if Customer
fails to pay any Invoice that Is more than 60 days outstanding. Customer agrees to pay all fees for
Professional Services performed and expenses incurred prior to termination and any additional amounts that
may be specified in a Statement of Services. Upon Microsoft's receipt of payment for the Professional
Services, Customer's Interests In the Services Deliverables will vest.
10. Miscellaneous.
a. Notices, Notices must be sent to the address on the signature page of this Amendment or on an
applicable Statement of Services. All notifies, authorizations, and requests given or made In
connection with this Amendment must be in writing and will be treated as delivered on the dale
shown on the return receipt or on the courier or fax confirmallon of delivery Microsoft may provide
Information to Customer about upcoming ordering deadlines, services and subscription Information
in electronic form, including by email to conlacls provided by the Customer, Emails will be treated
as delivered on the transmission date.
b. Applicable law; dispute resolution. This Amendment together with the applicable Statement of
Services will be governed by the taws set forth In the Agreement.
c. Severablllty. If any provision of this Amendment is held to be unenforceable, the balance of the
Amendment will remain In full force and effect.
d, Waiver. Failure to enforce any provision of this Amendment will not constitute a waiver. Any waiver
must be made in writing and signed by an authorized representative of the waiving party.
e. Survival. All provisions survive termination or expiration of this Amendment, except those requiring
performance only during the term of a Statement of Services.
f. Microsoft as Independent contractor. The parties are independent contractors. Customer and
Microsoft each may develop products Independently without using the other's Confidential
Information.
g. Use of contractors. Microsoft may use contractors to perform Professional Services but will be
responsible for their performance subject to the terms of this Amendment.
A Insurance while performing Professional Services on Customer's premises. Microsoft will
maintain Industry -appropriate Insurance coverage at all times when performing Professional
Services on Customer's premises under this Amendment via commercial Insurance, self-insurance,
or any other similar risk financing alternative. Microsoft will provide Customer with evidence of
coverage on request.
1, Amendments. Any modification to this Amendment must be executed by both parties, except that
Microsoft may change the Product Terms and Use Rights In accordance with the terms of the
Agreement. Any additional or conflicting terms and conditions contained in Customer's purchase
order are expressly rejected and will not apply.
J. No transfer of ownership. Microsoft does not transfer ownership rights in any Product. The
Products are protected by copyright and other intellectual property rights, laws and international
treaties.
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It, Professional Services payment terms. Customer agrees to pay all fees In a Statement of Services
within 30 days of the date of Microsoft's invoice unless the Statement of Services provides otherwise.
Microsoft may assess a finance charge of the lesser of 18% per annurn, accrued, catcufaled and
payable monthly at lhe 149hust anwuia allowed by law on all past due amounts due, to Microsoft
Microsoft will have no Obligation to continue to provide Prolossinoaf Services if Customer fails to
make timely payment
1. Taxes. If any amounts are to be paid to Microsoft, the amounts owed are exclusive of any
taxes Customer shall pay all value addod, goods and services, sales, gross receipts or offief
Transaction taxes, fees, charges or surcharges or other similar taxes, chares or fees orany reguialoty
cost recovery and other surcharges that are owed under this Amendment and which Microsoft Is
permitted to collect from Customer. Customer shall also be responsible for an applicable stamp
taxes and for all other taxes that It Is legally obligated to pay, Including any taxes that arise on the
distribution of provision of Professional Services by Customer to Its Affiliates. Microsoft shall be
responsible for payment of 211 taxes based upon Its net Income, gross receipts taxes Imposed In lieu
of taxes on Income or profits, or taxes on Microsoft's property ownership.
If any taxes are required to be withhold on payments made to Microsoft, Customer may deduct such
taxes from the amount owed and pay them to the appropriate taxing authority; provided however,
that Customer shall promptly secure and deliver an official receipt for those withholdings and other
documents reasonably requested by Microsoft to claim a foreign tax credit or refund. Customer will
ensure that any taxes withheld Eire minimized to the extent possible under applicable law.
m. No thlrd-party benef1cfarau. This Amendment does not create and third -party beneficiary rights.
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.
Internal' Use only,
—Consulting Services Amendment for EA CTM CTM-FWK-CTC-AGR I BD
Attach.clarax I I
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