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CONTRACT 7435 OtherAgreement No. 7435 PARTICIPATION AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND INSIGHT PUBLIC SECTOR, INC. THIS PARTICIPATION AGREEMENT ("Agreement") is made and entered into this 29tn day of December 2025, by and between the CITY OF EL SEGUNDO, a general law city and municipal corporation existing under the laws of California ("CITY"), and Insight Public Sector, Inc. an Illinois corporation ("CONTRACTOR"). CITY and CONTRACTOR may be referred to collectively herein as "the Parties". WHEREAS, the County of Riverside and Microsoft Corporation are parties to that certain Microsoft Enterprise Agreement (Master Agreement No. 8084445); WHEREAS, CONTRACTOR is authorized as a Licensed Support Provider (LSP) for Microsoft product and software; WHEREAS, the CONTRACTOR and the County of Riverside are parties to that certain LSP Agreement No. ITARC-00930 for Microsoft Products and Services under Microsoft EA No. 804445 County of Riverside and Insight Public Sector, Inc. ("Riverside Agreement No. ITARC-00930"); WHEREAS, the CITY wishes to order certain product and software licenses, receive support, and otherwise participate as an Enrolled Affiliate, under and in accordance with the terms and conditions of the Riverside Agreement No. ITAR-00930; and WHEREAS, CONTRACTOR wishes to permit the CITY to become an Enrolled Affiliate in accordance with and subject to the terms of this Agreement. NOW THEREFORE, in consideration of the premises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: 1. DEFINED TERMS; RECITALS. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Riverside Agreement No. ITARC-00930. The foregoing recitals are incorporated into and made a part of this Agreement. 2. ENROLLMENT. Pursuant to the CITY's participation as an Enrolled Affiliate under the Riverside Agreement No. ITARC-00930, the CITY agrees to complete and execute a Microsoft Enterprise Enrollment Agreement, in the form of which is attached hereto as Exhibit "AX. Subject to the completion and execution of a Microsoft Enterprise Enrollment Agreement, the Parties agree that the City shall constitute an Enrolled Affiliate (as defined in the Riverside Agreement No. ITARC-00930) throughout the term of this Agreement. Agreement No. 7435 3. TERM. The term of this Agreement will start February 1, 2026 and expire January 31, 2029, unless terminated earlier in accordance with the Riverside Agreement No. ITARC-00930. 4. COMPENSATION. The total compensation payable to CONTRACTOR for the purchase of certain Microsoft product and software licenses and the CITY's receipt of support in connection therewith, as more particularly detailed in the Budgetary Quote attached hereto as Exhibit "AB" and incorporated herein by this reference, will be an amount not to exceed $782,763.24. The Parties acknowledge that compensation is based on pricing established in the Riverside Agreement No. ITARC-00930. Any additional compensation must be approved by the Parties pursuant to a mutually agreed upon written amendment. 5. ENTIRE AGREEMENT. This Agreement, the Riverside Agreement No. ITARC- 00930, and the CITY's Microsoft Enterprise Enrollment Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof any and all agreements and representations between the parties made or dated prior to the date hereof. In the event of any conflict, the order of interpretation will be the Riverside Agreement No. ITARC-00930, the CITY's Microsoft Enterprise Enrollment Agreement, and this Agreement. Any subsequent amendment, modification, supplement, rider, addendum, renewal, extension or replacement of the Riverside Agreement No. ITARC- 00930, whether or not the City is a signatory thereto or had knowledge or received notice thereof, shall extent to and be binding to the City. 6. COUNTERPARTS. This Agreement may be executed in any number or counterparts, each of which will be an original, but all of which together constitutes one instrument executed on the same date. In accordance with Government Code §16.5, the Parties agree that this Agreement will be considered signed when the signature of a party is delivered by electronic transmission. Such electronic signature will be treated in all respects as having the same effect as an original signature. CONTRACTOR warrants that its signatory (or signatories, as applicable) to this Agreement has the legal authority to enter this Agreement and bind CONTRACTOR accordingly. [SIGNATURES ON NEXT PAGE] Agreement No. 7435 IN WITNESS WHEREOF the Parties hereto have executed this Agreement the day and year first hereinabove written. CITY OF EL SEGUNDO, a general law INSIGHT PUBLIC SECTOR, INC. city and municipal corporation an Illinois corporation Q90A-Ij Saairf'h. Fde 1V ditlriyi (De U .MlM u4 I h..hS)W] Darrell George, INSERT City Manager Scott Friedlander / SVP, Public Sector INSERT ATTEST: Taxpayer ID No. 36-3949000 Susan Truax, City Clerk APPROVED AS TO FORM: MARK D. HENSLEY, City Attorney David King, Assistant City Attor y MMAAAM08 ' Mary Sharbn Brennan, Risk Manager Agreement No. 7435 EXHIBIT AGREEMENT # ITARC-00930 LICENSED SUPPORT PROVIDER (LSP) AGREEMENT No. ITARC-00930 For MICROSOFT PRODUCTS AND SERVICES UNDER MICROSOFT EA NO. 8084445 COUNTY OF RIVERSIDE And INSIGHT PUBLIC SECTOR, INC. This Agreement is entered between the COUNTY OF RIVERSIDE, a political subdivision of the State of California, (herein referred to as "COUNTY"), and Insight Public Sector, Inc., an Illinois corporation authorized to conduct business in the State of California (herein referred to as "LSP") of Microsoft Licensing Solution Provider, effective from November 01.2024 and continues in effect through October 31, 2027, based on LSP's response to RFQ no. ITARC-532 for Microsoft products and services under Microsoft EA no. 8084445. The parties agree as follows: 1. All Terms and Conditions of this Agreement No. ITARC-00930 shall govern purchase of Microsoft products and services under Microsoft EA no. 8084445 by County through the LSP. 2. Period of Performance: This Agreement shall be effective from November 01.2024 and continues in effect through October 31, 2027, with the option to renew for an additional three-year period expiring on October 31, 2030, with no obligation by the County of Riverside to purchase any specified amount of goods or services. In addition, the County may at any time choose to transfer the enrollment from one LSP to another LSP pursuant to the transfer terms set by Microsoft. The period of performance for the enrollment with the LSP may be for up to a three-year term with the option to renew the enrollments with contracted LSP through the LSP contract expiration date. 3. Compensation The COUNTY shall pay the LSP for products at the cost as stated in Exhibit A, incurred in accordance with the terms of this Agreement. The COUNTY is not responsible for any fees or costs incurred above or beyond the contracted amount and shall have no obligation to purchase any specified amount of services or products. Non -Appropriations: The COUNTY obligation for payment of this Agreement beyond the current fiscal year end is contingent upon and limited by the availability of COUNTY funding from which payment can be made, and invoices shall be rendered "monthly" in arrears. In the State of California, Government agencies are not allowed to pay excess interest and late charges, per Government Codes, Section 926.10. No legal liability on the part of the COUNTY shall arise for payment beyond June 30 of each calendar year unless finds are made available for such payment. In the event that such finds 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. Revision 1/06/2021 5EP 10 2024 '5. Agreement No. 7435 AGREEMENT # ITARC-00930 4. Hold Harm less/Indemnilication: 4.1 LSP shall indemnify and hold harmless the County of Riverside, its Agencies, Districts, Special Districts and Departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as Indemnitees) from any liability, action, claim or damage whatsoever, based or asserted upon any services, or acts or omissions, of LSP, its officers, employees, subcontractor, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. LSP shall defend the Indemnitees at its sole expense including all costs and fees (including, but not limited, to attorney fees, cost of investigation, defense and settlements or awards) in any claim or action based upon such acts, omissions or services. 4.2 With respect to any action or claim subject to indemnification herein by LSP. LSP shall, at their sole cost, have the right to use counsel of their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of County; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes LSP indemnification to Indemnitees as set forth herein. 4.3 LSP obligation hereunder shall be satisfied when LSP has provided to County the appropriate form of dismissal relieving county from any liability for the action or claim involved. 5. Termination: 5.1 County may terminate this Agreement without cause upon thirty (30) days written notice served upon the LSP stating the extent and effective date of termination. 5.2 County may, upon five (5) days written notice terminate this Agreement for LSP default, if LSP refuses or fails to comply with the terms of this Agreement or fails to make progress that may endanger performance and does not immediately cure such failure. In the event of such termination, the County may proceed with the work in any manner deemed proper by County. 5.3 LSP rights under this Agreement shall terminate (except for fees accrued prior to the date of termination) upon dishonesty or a willful or material breach of this Agreement by LSP; or in the event of LSP unwillingness or inability for any reason whatsoever to perform the terms of this Agreement. 6. Alteration or Changes to the Agreement The Board of Supervisors and the County Purchasing Agent and/or his designee is the only authorized County representatives who may at any time, by written order, alter this Agreement. If any such alteration causes an increase or decrease in the cost of, or the time required for the performance under this Agreement, an equitable adjustment shall be made in the Agreement price or delivery schedule, or both, and the Agreement shall be modified by written amendment accordingly. 2 Revision 1/06/2021 Agreement No. 7435 AGREEMENT # ITARC-00930 7, Notices All correspondence and notices required or contemplated by this Agreement shall be delivered to the respective parties at the addresses set forth below and are deemed submitted two days after their deposit in the United States mail, postage prepaid: COUNTY Riverside County Information Technology Attn: Procurement Contract Specialist 3450 141h Street Riverside, CA 92501 8. Insurance LSP Insight Public Sector, Inc. Attn: Brittany Dunaway 2701 E. Insight Way Chandler, AZ 85286 SLEDContracts@insight.com Without limiting or diminishing the LSP'S obligation to indemnify or hold the COUNTY harmless, LSP shall procure and maintain or cause to be maintained, at its sole cost and expense, the following insurance coverage's during the term of this Agreement. As respects to the insurance section only, the COUNTY herein refers to the County of Riverside, its Agencies, Districts, Special Districts, and Departments, their respective directors, officers, Board of Supervisors, employees, elected or appointed officials, agents, or representatives as Additional Insureds. A. Workers' Compensation: If the LSP has employees as defined by the State of California, the LSP shall maintain statutory Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of California. Policy shall include Employers' Liability (Coverage B) including Occupational Disease with limits not less than $1,000,000 per person per accident. The policy shall be endorsed to waive subrogation in favor of The County of Riverside. Policy shall name the COUNTY as Additional Insureds. B. Commercial General Liability: Commercial General Liability insurance coverage, including but not limited to, premises liability, unmodified contractual liability, products and completed operations liability, personal and advertising injury, and cross liability coverage, covering claims which may arise from or out of LSP'S performance of its obligations hereunder. Policy shall name the COUNTY as Additional Insured. Policy's limit of -liability shall not be less than $2,000,000 per occurrence combined single limit. If such insurance contains a general aggregate limit, it shall apply separately to this agreement or be no less than two (2) times the occurrence limit. Policy shall name the COUNTY as Additional Insureds. C. Insurance Requirements for IT Contractor Services: LSP shall procure and maintain for the duration of the contract insurance against claims for injuries to person or damages to property which may arise from or in connection with the performance of Revision 1/06/2021 Agreement No. 7435 AGREEMENT # ITARC-00930 the work hereunder by the LSP, its agents, representatives, or employees. LSP shall procure and maintain for the duration of the contract insurance claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by LSP in this agreement and shall include, but not limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If the LSP maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be entitled to the broader coverage and/or higher limits maintained by the LSP. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County. Policy shall name the COUNTY as Additional Insureds. D. General Insurance Provisions — All lines: I ) Any insurance carrier providing insurance coverage hereunder shall be admitted to the State of California and have an A M BEST rating of not less than A: VIII (A:8) unless such requirements are waived, in writing, by the County Risk Manager. If the County's Risk Manager waives a requirement for a particular insurer such waiver is only valid for that specific insurer and only for one policy term. 2) The LSP must declare its insurance self -insured retention for each coverage required herein. If any such self -insured retention exceeds $500,000 per occurrence each such retention shall have the prior written consent of the County Risk Manager before the commencement of operations under this Agreement. Upon notification of self -insured retention unacceptable to the COUNTY, and at the election of the Country's Risk Manager, LSP'S carriers shall either; 1) reduce or eliminate such self -insured retention as respects this Agreement with the COUNTY, or 2) procure a bond which guarantees payment of losses and related investigations, claims administration, and defense costs and expenses. 3) LSP shall cause LSP'S insurance carrier(s) to ftirnish the County of Riverside with either 1) a properly executed original Certificate(s) of Insurance and certified original copies of Endorsements effecting coverage as required herein, and 2) if requested to do so orally or in writing by the County Risk Manager, provide original Certified copies of policies including all Endorsements and all attachments thereto, showing such insurance is in fill] force and effect. Further, said Certificate(s) and policies of insurance shall contain the 4 Revision 1/06/2021 Agreement No. 7435 AGREEMENT # ITARC-00930 covenant of the insurance carrier(s) that a minimum of thirty (30) days written notice shall be given to the County of Riverside prior to any material modification, cancellation, expiration or reduction in coverage of such insurance. If LSP insurance carrier(s) policies does not meet the minimum notice requirement found herein, LSP shall cause LSP's insurance carrier(s) to furnish a 30 day Notice of Cancellation Endorsement. 4) In the event of a material modification, cancellation, expiration, or reduction in coverage, this Agreement shall terminate forthwith, unless the County of Riverside receives, prior to such effective date, another properly executed original Certificate of Insurance and original copies of endorsements or certified original policies, including all endorsements and attachments thereto evidencing coverage's set forth herein and the insurance required herein is in full force and effect. LSP shall not commence operations until the COUNTY has been furnished original Certificate (s) of Insurance and certified original copies of endorsements and if requested, certified original policies of insurance including all endorsements and any and all other attachments as required in this Section. An individual authorized by the insurance carrier to do so on its behalf shall sign the original endorsements for each policy and the Certificate of Insurance. 5) It is understood and agreed to by the parties hereto that the 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 be construed as contributory. 6) If, during the term of this Agreement or any extension thereof, there is a material change in the scope of services; or, there is a material change in the equipment to be used in the performance of the scope of work; or, the term of this Agreement, including any extensions thereof, exceeds five (5) years; the COUNTY reserves the right to adjust the types of insurance and the monetary limits of liability required under this Agreement, if in the County Risk Management's reasonable judgment, the amount or type of insurance carried by the LSP has become inadequate. 7) LSP shall pass down the insurance obligations contained herein to all tiers of subcontractors working under this Agreement. 8) The insurance requirements contained in this Agreement may be met with a program(s) of self-insurance acceptable to the COUNTY. 9) LSP agrees to notify COUNTY of any claim by a third party or any incident or event that may give rise to a claim arising from the performance of this Agreement. 9. General: 9.1 This Agreement, including any attachments or exhibits, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions and communications, whether oral or in writing. This Agreement may be changed or modified only by a written amendment signed by authorized representatives of both parties. �1 Revision 1/06/2021 Agreement No. 7435 AGREEMENT # ITARC-00930 9.2 This Agreement shall be governed by the laws of the State of California. Any legal action related to the performance or interpretation of this Agreement shall be filed only in the Superior Court of the State of California located in Riverside, California, and the parties waive any provision of law providing for a change of venue to another location. In the event any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. 9.3 The following documents are attached to and incorporated into this Agreement: Exhibit A: Scope and pricing. Exhibit B: LSP Reporting of Active Enrollments. Exhibit C: Microsoft LSP Participation Form. Exhibit D: Microsoft EA Benefits for Government Agencies. Exhibit E: Microsoft Enterprise Agreements and Amendments. EI) Microsoft Enterprise Agreement No. 8084445. E2) Microsoft Select Plus Agreement No. 7756479. E3) Amendments No. I - EA Custom Terms CTM (Document No. CTM-CPT-OPT-FWK) E4) Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-AGR). 9.4 In the event of any conflict or inconsistency between the terms and conditions of this Agreement and any terms or conditions set forth in any of the attachments, purchase order(s), or other document relating to the transactions contemplated by this Agreement, the terms and conditions set forth in this Agreement shall prevail. 9.5 This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument. Each party of this Agreement agrees to the use of electronic signatures, such as digital signatures that meet the requirements of the California Uniform Electronic Transactions Act (("CUETA") Cal. Civ. Code §§ 1633.1 to 1633.17), for executing this Agreement. The parties further agree that the electronic signatures of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means an electronic sound, symbol, or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record pursuant to the CUETA as amended from time to time. The CUETA authorizes use of an electronic signature for transactions and contracts among parties in California, including a government agency. Digital signature means an electronic identifier, created by computer, intended by the party using it to have the same force and effect as the use of a manual signature, and shall be reasonably relied upon by the parties. For purposes of this section, a digital signature is a type of "electronic signature" as defined in subdivision (i) of Section 1633.2 of the Civil Code. 9.6 If the sianatory or entity is a corporation, the signatures of two corporate officers the 6 Revision 1/06/2021 A reement No. 7435 A REEMENT # ITARC-00930 president vice pi-esident,secretat,y, assistant secretary, Chief Financial Officer: i.e. treasurer . or. assistant treasurer. are tregLdred on the agreements, The signatures must tie in the follow'rag combination: president or vice president and secrets treasurer or CFO. For example, the signatures of president and a vice ,resident would be insufficient. Ifsi ned b a single corporate officer, a corporate resolution authorizin a the one officer to bind the cor oration signed by the Board of Directors of the corporation, is required. The corporate resola.ltiorr must authorize the signatory to sign agreements on behalf of the corporation. If the entity is a limited liability company (LLC), the signatory is authorized signer as set forth in LLCs operating agreement. IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement. COUNTY OF RIVERSIDE, a political subdivision of the State of California . By Vllwl�_ Chuck Washington Chair of the Board of Supervisors Dated: ATTEST: Kimberly Rector Clerk of the Board By: APPROVED Te.F, FORM: Minh C. Tran Count L. 0Unsel BY Paula 'VC o Deputynty ........Counsel Dated:_. 4 o Z Lf Revision 1/06/2021 S[P 10 2024 INSIGHT PUBLIC SECTOR, INC., an Illinois corporation authorized to conduct business in the State of California. By: SroH!iirr La udor1hdH 2� 494,l1IDI) Name: Scott Friedlander Title: President Dated: J U 18, 2024 m a+ ri w uu" w ioon�uuuuuumnn s m uocubigntnvempe iu: ir.•riar:r%,Lj Agreement No. 7435 INSIGHT PUBLIC SECTOR, INC. an Illinois corporation 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, and confirmed. 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 Scott Fri n er DotusVgnod by: 5 Sharon ffi�lrs� ;' 34C2- A Wi#Wq #' PAR76-0'§30 Exhibit A Scope art pLi_cing LSP's Sco ve and res )onsibilities The Licensed Support Provider (LSP) will resell all available Microsoft Licensed Support Provider (LSP) for Microsoft Master Microsoft Enterprise Agreement No. 8084445; Software Licensing, Software Support, Cloud Services such as Azure, Industry Solutions Delivery (ISD) formerly Microsoft Consulting Services (MCS), Microsoft Unified Support and Microsoft incident response. Microsoft Select Plus Agreement No. 7756479. 2. The agreement with LSP as a LSP of the Microsoft Products and Services under Microsoft EA No. 8084445 is available for use by the County of Riverside and governmental agencies within the State of California. The LSP will serve as the liaison between the political entity for enrollments under the Microsoft EA. 3. The LSP agrees to extend the same pricing, terms, and conditions to every political entity, special district, in the State of California. It is understood that other entities shall make purchases in their own name, make direct payment, and be liable directly to the LSP of their choosing; and County shall in no way be responsible to any LSP for other entities' purchases. 4. The LSP may remain the LSP for the Three 3-year duration of the Enrolled Affiliate's Enterprise Agreement Enrollment. All True -Ups during the 3-year enrollment (orders for new products, etc.) by Enrolled Affiliates are required to be submitted only through the Affiliate's selected LSP. Multiple LSP's cannot service a single Enterprise Agreement Enrollment. Enrolled Affiliate may at any time choose to transfer their current enrollment from one LSP to another LSP pursuant to the transfer terms set by Microsoft. 5. The Enrolled Affiliate shall work with the LSP to determine the annual payment, true -up commitment schedule defined in their enrollment. 6. Each Affiliate will communicate to the LSP the compensation terms applicable to their agreement. 7. The LSP will provide reports showing year to date annual spend according to Enrolled Affiliate's specifications. Frequency will be determined by each Enrolled Affiliate (ie: monthly, quarterly, etc.). 8. The LSP will provide reports of licenses purchased and added on to enrollment according to Enrolled Affiliate's specifications. (Intended for an enrollment that has licenses for multiple agencies within a governmental body - ie county, city, etc.) Frequency will be determined by each Enrolled Affiliate (ie: monthly, quarterly, etc.). 9. The LSP will provide, at the Enrolled Affiliate's request, a licensing portal that allows the tracking of licenses beyond the capabilities of the Microsoft VLSC. This portal will show, but not be limited to, all licenses on the current enrollment, quantities of said licenses, track licenses at department/agency levels, transfer licenses to and from each department/agency, and have reporting functional ities. 8 Revision 1/06/2021 Agreement No. 7435 AGREEMENT # ITARC-00930 10. The LSP will provide training to the Enrolled Affiliate's Microsoft administrators on Microsoft portals such as the VLSC, Office 365, Azure, etc. within 30 days of receiving a purchase order for such products that introduce a new portal. LSP should outline what aspects of training they feel would be beneficial in their proposal. 11. The LSP will provide documentation to the Enrolled Affiliate within 90 days of when Microsoft has made a change to a license and advise of any grandfather or conversion rights within that same timeframe. 12. The LSP will provide a short synopsis of why an amendment is needed and the ramification of each amendment to an enrollment at the time of such amendment. 13. The LSP will provide an updated price list on an annual basis or when Microsoft changes price point, whichever is sooner, in an Excel spreadsheet to the Enrolled Affiliate. This price list must capture, at minimum, the following categories for each product: SKU, product description, MSRP, NET (Level D), LSP's uplift and contracted unit price. 14. The LSP shall provide a list of enrollments. The list of enrollments is due 30 days after the contract signature and on January 15th of each calendar year during the agreement period. This list will include the agency name, contact person, email and phone number and annual spend. The intent of this is to track how many agencies within the State of California piggyback off of the Master Agreement. 15. For any new enrollments entered into starting November 1, 2024, the LSP will be charged 1.00% of the annual enrollment sales amount to leverage the Riverside County Master Microsoft Agreement No.8084445, and Select Plus Agreement No.7756479, which includes Software Licensing, Software Support, Cloud Services such as Azure, Industry Solutions Delivery (ISD), Microsoft Consulting Services (MCS), Microsoft Unified Support and Microsoft incident response. Existing enrollments entered into prior to October 31, 2024 will be charged a 0.5% administrative fee. This administrative fee will be an annual fee, per enrollment inclusive of Affiliates Shadow Enrollments. 16. The Servicing LSP shall provide Microsoft Enterprise Support Services from Microsoft to assist customers leveraging this contract vehicle in operation of the technology acquired and assist Riverside Master Participants in maximizing the benefits of this investment. 17. The Servicing LSP shall provide the ability to for the acquisition of Microsoft services as the demand for individual product services or capabilities expand. The servicing LSP shall provide services to include Microsoft Unified, Industry Solutions Delivery (ISD), and Microsoft incident response. The Servicing LSP will have a valid Microsoft Master Services Agreement on file with Microsoft in order to resell Microsoft Unified Support, and Industry Solutions Delivery (ISD). Additionally, the contractor shall provide Microsoft dedicated Technical Support representatives and subject matter experts provided via the Microsoft enterprise agreement to support and assist Riverside County master participants in analyzing, architecting, implementing, managing, and operating solutions based on the licenses previously acquired or to be purchased in accordance with the terms of the Microsoft enterprise licensing program. Revision 1/06/2021 Agreement No. 7435 AGREEMENT # ITARC-00930 18. LSP will be responsible for submitting a completed "Reporting of Active Enrollments" by January 15th of each year for the prior calendar year. 19. The County of Riverside Information Technology (RCIT) will invoice the Awarded LSP annually based on the enrollments verified from LSP Reporting of Active Enrollments. 20. Payment is due to Riverside County Information Technology thirty (30) days from invoice date. 21. The administrative fee shall not be included as an adjustment to LSP's Master Agreement pricing. 22. The administrative fee shall not be invoiced or charged to the Enrolled Affiliate. 23. Administrative fee checks shall be submitted to: Riverside County Information Technology Attn: Accounts Receivable 3450 14th Street, 4th Floor Riverside, CA 92501 10 Agreement No. 7435 AGREEMENT # ITARC-00930 1. Microsoft Enter rise License,Subscri ation and services Item Description Price Level Markup % Enterprise Online Services" (including Full USLs, From SA USLs, Add-ons and Step Ups) M365 E3 and E5, Enterprise Level D 1.75 Mobility + Security E3 and E5, Office 365 Enterprise E1 or E3, Windows 10 Enterprise E3 or E5. Enterprise Products (Office 365 Pro Plus, Windows 10 Level D 1.75 I;:r�ter rise,_Core CAL �a�mite. Enterru°ise CAL S�ritc . Additional Products (M365 F1, M365 E5 Compliance, M365 E5 Security, Office 365 Enterprise Fl, Project Online, Visio Level D 1.75 Online Plan 1 or Plan 2, Dynamics 365, Azure, SQL Server, Windows Server, etc). Server and Tools Product (applies to Server and Cloud Enrollments only) SharePoint Server, SQL Server, BizTalk Level D 1.75 Server, Visual Studio, Core Infrastructure Suites, etc. All roducts for Select Plus A reement No.7756479. 2.00 Microsoft Unified Suaort Services _ 2.50 Microsoft Consultin , Services 2.50 Microsoft Incident Res onse 2.50 2. License Support Provider (LSP) Solution Area Specific Capability: Solution Area Specific Capability Number Customer Size Reference? Number of successful customer production 500+ All sizes including public Yes mail deployments/migrations? sector agencies Number of successful customer production 500+ All sizes including public Yes SharePoint de to inents/ ni ations? P Y >n' sector a encies Number of successful customer production ] 00+ All sizes including public Yes Teams deployments/migrations? sector a encies Number of successful customer production 100+ All sizes including public Yes Teams Voice rations? deployments/PBX mi g _. _] sector agencies ... .. ...._. Number of people with specialized expertise 000+ inclAlll sizes ing public Yes on technologies listed above sector agencies 11 Revision 1/06/2021 Agreement No. 7435 AGREEMENT # ITARC-00930 3. License Support Provider (LSP) service rates: Hourly Rate (On Certified Competency (Yes/No) Premise Data and Artificial Intelli ent Build Intelli. emit A s Yes $150-$275 Build Intelli gent A ,cants Yes $150-$275 Machine Learttirr _ Yes $150-$275 Internet of Thins Yes $150-$275 GVoball distributed data Yes $150-$275 OSS 'Databases Yes $ l 50-$275 Cloud Scale Anal tics Yes $150-$275 Data Platform Modernization to Azure Yes $150-$275 Windows Server on Azure Yes $150-$275 Securit & Malta ycinent Yes $150-$275 Datacenter Migration Yes 150 -275 Modern Business Intelli fence Yes $150-$275 col2ifol Yes $150-$275 Biz A )s C�rsto�nter Service � Yes $150-$275 Field Service Yes $150-$275 Marketing No NA Talent No NA Finance and Operations Yes $150-$275 Business Central Yes $150-$275 Power A )s Yes $150-$275 Power BI Yes $150-$275 A Ws and Infrastructure Azure Stack Yes $I50-$275 I-li plc Pe:rloi�r�are�ce i,o1�n ut�a� No NA Cloud Native A s usi1� Serverless Yes $150-$275 Modernize A )s Yes $150-$275 SAP on Azure No NA Linux on Azure Yes $150-$275 Dev ti 1s Yes $150-$275 Business Continuity & Disaster Yes $150-$275 Windows Server on Azure Yes $150-$275 Securit Yes $150-$275 Datacenter Mi ral ion Yes $150-$2755 Modern Work lace User Ada tiol�a & t�laan e Mana 7erl�ctat Yes $150-$275 Sccorit Yes $150-$275 GDPR & (:'orll liance Yes $150-$275 1"cantwork Yes $150-$275 Callil�tr & Meeti_wwmm Yes $150-$275 Modern Deskto Yes $150-$275 ce 365 Mi nation Assistance Office Yes $150-$275 Mail Yes $150-$275 Teams Yes $150-$275 SharePoint Yes $150-$275 OneDrive Yes $150-$275 12 Revision 1/06/2021 Agreement No. 7435 AGREEMENT # ITARC-00930 Exhibit B LSP REPORTING OF ACTIVE ENROLLMENTS MICROSOFT ENTERPRISE AGREEMENT No. 8084445 LSP Name Corripany nan,i RIVCO Contract ID FBD Annual Sales Reporting Master Enrollment Enrollment Start End Term: Enrollment Number: Entity: Date: Date: Calendar Year col .�uutv of XX/XX/ XX/'XD4 FUver,, e XXXX I /XXXX Revision 1/06/2021 Enrollment Enrollment Contact Contact: Email: Enrollment Contact Tel: 13 Agreement No. 7435 AGREEMENT # 1TARC-00930 Exhibit C MICROSOFT LSP PARTICIPATION FORM JIM SMITH Chief Infom-ation Officer DARRYL POLES Chief Technology Officer TRACY TILLMAN Deputy DlreotorAdmin — IT ANTHONY CHDGYDJS Chief Inform-Ilon Sevurity Ot•-er MARTIN PEREZ, ACID Enterprise Appiicz-tlons Sorezu GUSTAVO VAZQUEZ.. AGO Converged Commun;oaft7is Sursau KARAN CHANDRAN, ACIO Teonnolopy Services Eweau Microsoft LSP Participation Fo1Yii (RFQ n rrARC-00532 Attachment 2) Complete this form and return to: Payment should be made to: Riverside County Information Technology Attention: Linda Fakhourt 345D 14th Street, Fourth Floor E-mail: A_khgVL1@ a ra' rf1 Riverside, CA 925011 County of Riverside TIN M 95-60OD930 Company Name: Iasi h P 11 Sector. t Name: '5c2ft Fediaatidc':C Title: SAP li �sctor Address: T 1 E. Insi h Wa City: hsndpr ZipCode:65286 Telephone#: 301-233-2392 Fax'': EntotC: Sco1l.Friedtio sr s 'Ntt.co'rs The County of Riverside is the host of the Microsoft Master Agreement No. 8084445_ AO questions regarding the products and licensing should be directed to Microsoft. By signing below, I am agreeing to pay the participation fees for each enrollment that is establ`shed by leveraging the County of Riverside R4aote7 Agreement in accordance to the schedule referenced on RFU 4 ITARC-0053.2 and any ouboeq.jent contracts and I or amendments. By signing below, I also agree that all enrollments will be submitted to Microsoft direct, to report enrollment activity and comply to the payment schedule per RFQ # ITARC-00532 to Riverside CounW Information Technology. Please reference the remittance information above for where to send the payment_ Failure to comply may result in the award being rescinded. F ra�rzrra+ _ 5/2/2024 Signature Date Scott Friedlander IPS SVP Printed Name Title Signature;"�nM',?µa'`''''.aN'N,(,+rY�lSer;*. , Email: scatt.friedlander�iinsight_com 14 Revision 1/06/2021 Agreement No. 7435 A REEMENT # ITARC-00930 Exhibit D Microsoft EA Benefits for Government Agencies E1 Reduced Paperwork Reduced number of separate documents to review — by consolidating amendments into a single document. Many of the amendments previously required are now built into the enrollment document. Customers utilizing the County of Riverside EA Master Agreement may choose either an Enterprise Enrollment or a Server and Cloud Enrollment (or both) depending on their needs. E2 Standard Pricing Across all platforms Microsoft will provide LSP's (authorized EA LSPs on this contract) with Government Level-D, pricing off of published "LSP cost" all platforms. Azure discount is a factor of the consumption rate. This will make it easy when calculating New, Additional product, and True -up purchases at the beginning or during your Enterprise Agreement Term. It also reduces possible confusion among partners. E3 No charge Onboarding Services Microsoft assisted onboarding is now a benefit of Office 365, &vJ�rosoll it nLAZgN 11 j11��ro�ailu"uu and Azure RNI„S. 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 term is in November and your adding 100 Office 365 users in May. You will only be obligated to pay for the 6 months leading to your anniversary. Additionally, you can now true -down hosted services at your anniversary to the original commitment level as well. E6 Additional Software Assurance benefits With New Version Rights, you can upgrade each Microsoft product license that is covered by active Software Assurance to the most recent version for no additional cost. When a new version of Microsoft Office is released during the term of your agreement, your licenses are automatically upgraded to the new version. Office Roaming Use Rights: Help expand end -user productivity and extend the value of your virtual desktop environment with Office Roaming Use Rights, which lets users with Software 15 Revision 1/06/2021 Agreement No. 7435 AGREEMENT # 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: ulcrpsofL'Coun L).'L A L a�5_1n"fbft .,g sin arc) L.rq It f ass .ance-!)y- .o"qog�t.as ? 3 fdd 4.-a26 44123_ w7 z 1 12253 cO 96="rrue 16 Revision 1/06/2021 Agreement No. 7435 AGREEMENT # ITARC-00930 Exhibit E Microsoft Enterprise Agreements and Amendments El) Microsoft Enterprise Agreement No. 8084445. E2) Microsoft Select Plus Agreement No. 7756479. E3) Amendments No. 1- EA Custom Terms CTM. (Document No. CTM-CPT-OPT-FWK) E4) Amendments No. 2- EA Custom Terms (Document No. CTM-FWK-CTC-AGR). Revision 1/06/2021 17 Agreement No. 7435 LU z o\ z C3 t..p. J Program Signature Form PABARvte•SA in nher Airr.?meal rnrmhPr S 0 \/n- Iun-ie UcensinJ 004-kayleed-S•04 Note: Enter the applicable active numbers nssacialed with the documents below, Microsoft requiles the associated active number be indicated here, or listed below as new. For the purposes of this form, 'Customer" can mean the sifpting entity, Enrolled Affiliate, Government Partner, Institi lion, or other party entering into a volume licensing pirogram 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. N. EP _greemenl X20-10209 ."Choose. A reement> Document Number or Gode <Choose A reemenl> Document Number or Code <C Igo Agre l telal>___ _ `T � _Document Number or Code -Choose A-greement> _ Document Number or Code -Choose Enrollment/Re islralion> Docurnenl Number or Code -Choose Enrollrrient/Re islraliun> Document Number or Code <Choose Enrollment/Re islration> i Document Number or Code Choose EnrollmenURe islratioN Document Number or Code <Choose EnrollmenURegl lration> _ —to ocunlent Number or Corte Alrotterwdrnon Contracl Documents ne.v� � By signing below, Customer -and the Wliciosoft Affiliate agree that both parties (1) have received, read Q and understated the above contract documents, including any websites or documents illc fpaorated by 0 reference and any amendments and (2) agree to be bound by the terms of all such documents. Name of Entity (rn t It Ne t e rtity n2me)' County of Riverside Signature'12 1t Printed First and Last Name' 1 'l ! X r, Dl r O Printed �COCfAl2l'p�rr COl4tt,"�p�Cri�� 5- z �_ � Signature Date' C) 2 Z Z o Tax ID u_. .... ' inilicales inquired field t CI l fw�rtunSwnFamZlv155iyr,IrplA,LrtArrlExdRA,MLIt�PIGlfAuc�i7l lj I'eifC I of 2 I tP �Ou�a�Y{�'!'�+lr7t,�?7J,'��Jf�"rl'r,�,�wlw�P%r'h/"Hl ��'�Mi�ukiPrGU.%�(�"�ii✓,��Jleryr�'*„�rf��2mn �„kr+&!�W,��'!JL/'�,4�Alra�.rwUl�Prl��"r�,�iQ�iNY4"&?�'a� � ra�flli�rt�18S�tlIf8N0�''6w�i �,+h ��iZro1�,�r,'�'M'�IuP'��Ir�J�wl�'r�BU��'t�u'��" �s�a�autld��tsGwkM�fu7u a�n,��rdl'�,lof�rb/9.��6�71;�sk,��. �wo�r�i,� Agreement No. 7435 o� PJlic.rc�sc�1�� Amendment to Contract Documents Arpecnrcnt Nurnbei VOILirne Licen-sing 004•kayleecl•S-0 This amendment ("Amendment") is entered into between the parties identified on the allached program signature form. It amends the Enrollment or Agreement identified above. All terms used but not defined in this Amendment will have the same meanings provided In that Enrollment or Agreement. Enterprise Agreement Custom Terms CTM 1. Section 6a, "Term", is hereby amended and restated as follows: a, Term. The terra of this Agreement will rernain In effect Unfess terminated by piier party as described below. Each Enrolllnenl will have the torlit provided in Thal Enrollment. 2. The pricing that Microsoft will offer Enrolled Affiliate'!: Resellel for Enrollments efferlive between November 1, 20,19 through October 31, 2021. and that will apply for the entire initial lean of such Emollinenls, is as follows: Product Examples siIncude but are not limited to Levelthe Enterprise Online Services" Level D a M365 E3 and L5, Enterprise Mobility + minus 2% Security E3 and E5, Difice 365 Enterprise (including Full USLs. I-rom SA E1 or E3, Windows 10 Enterprise E3 or E5 USLs, Add-ons and Step Ups) Level D� Office 365 Pro Plus, Windows 10 Enterprise Products Cnterprise, Gore CAL Suite, Enterprise CAL Suite Additional Products Level D N1365 F1, M365 E5 Compliance, M365 E5 Security, Office 365 Entorpriso F1, Prnjccl online. Visio online Plan 1 or Plan 2, Dynamics 365, .Azure, SQL Server, Windows Server, etc, Server and Tools Product Level D SharePoinl Server, SOL Server, BizTalk Sorvor, Vi6tlal Studio, Core InfraslrurlUrc (applies to Server and Claud Suites, etc. enrollments only) 'I lit, exuniples includu ordnru S�.n; ae snout are uv;4ut stile; a e4f7vr the ecirvut-1cial of gove•nmwit cPoijd clferrrr� "gnali`yin.1 F.mmrprisc. OnfinP. Services arr.+Ir.rdified In the i'rprjnGi Penns milli IhF r•.gll value e1 'F[j' in lhr- lable5 Ipr Vioy:uin Avu•lubildy'. ilie jeopct o! finlcrprise Udine Services is Subje :t to dIL-,ge as Eate[prse Online Service.= are added. uodaled+reused ar,rennoved from the Dierprise I:rcgram clferino Exclusions apply to the addilionnl 2% discount on Enterprise. Online Services as follows: Anu nilmentApu v,l p CI (v1•CPT•0PT-F1Al( BD 11aprt I Cd 2 Agreement No. 7435 o' r1/IgCi'nSerfr.. a Volua-ie Licensing Enterprise Agreement State and Local Plot for ow w ri+ fhAicrasofl nu.,owss Agwernrnt or PAiobsoll 11husiness w i 5t:rvic vs Aview r ird i This Microsoft Enterprise Agreement ("Agrdemerit') Is entered into between [lie entities identified on the signature form. Effective date. The effective date of this Agreement is the earliest effective date of any Enrollment entered into under this Agreement or the date Microsoft accepts this Agreement, whichever is earlier. This Agreement consists of (1) these Agreerinent terms and conditions„ including any <unendl71e1lts and the signature form and all attachments Identilied therein, (2) the Product Terms applicable to Products licensed under this Agreement, (3) the Online Services Terms, (4) any At(Wate E'nroilment entered into under this Agreement, and (5) any order submitted under this Agreement. Please note; Documents referenced in this Agreement but not attached to the signature form may be found at Iill p.P1wwwlnicrosoft.corn1liceii!�gcoii rats and are incorporated in this Agreement by reference, including the Product Terms and Use Fights. These documents may contain additional terms and conditions for Products licensed under this Agreement and may be changed from time to time. Customer should review such documents carefully, both at the time of signing and periodically thereafter, and fully understand all terms and conditions applicable to Products licensed. Terms and Conditions 1. Definitions. q "Affiliate" means i a, with regard to Customer, (1) any government agency, dei partment, 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, fntlrlicipality, town, township, special purpose . district, or other similar type of governmental instrunientility established by the laws of Customer's state and located wth,iil Customer's state Jurisdiction and geographic boundaries; and (iii) any other entity in CustomeIr's stale expressly aulliori ed by the laws of Customer's stale to purchase under slate contracts; provided that a state and its Affiliates shall not, for purl)oses of this definition, be considered to be Affiliates of the federal government and its Affiliates; and b, with regard to Microsoft, any legal entity that Microsoft owns, that owns Microsoft, or that is under common ownership with Microsoft. "Customer' ineans the legal entity that hos, entered into lhis Agreement witty Microsoft. "Customer flat " means all data, including all text, sound, soflware, image,, or video files that are provided to Microsoft by, or on behalf of, an Enrolled Affiliate and its Affiliates through use of Online Services. "day" means a calendar day, except for references that specify "business day". "Enrolled Affiliate' means an entity, either Customer or any one of Customer's Affiliates that has entered Into an Enrollment under this Agreement. Id/,2nrfil\itr(usltil.cl(�rtcSj(Pluv2olG) p1ge I of r I Uncunenl X21.1-101r/1 Agreement No. 7435 c. Licenses. The types of Licenses available are (1) Licenses obtained under Software Assurance (L&SA), and (2) Subscription Licenses. These License types, as well as additional License Types, are further desc)ibed in the Product List. 3, Licenses for• Products. a. License Grant. Microsoft grants the Enterprise a non-exclusive, worldwide and limited right to do reload, install and use software Products, and to access and use the Online Services, each in the quantity ordered under au'Enrollment. The rights granted are subject to the terms of this Agreement, the Use Rights and the Product Terms. Microsoft reserves all rights not expressly granted in this Agreement. b. Duration of Licenses. Subscription Licenses and lvrost Software Assuiance rights are temporary and expire when the applicable Enrollment is terminated or expires, unless the Enrolled Affiliate exercises a buy-out option, which is available for some Subsviptlon Licenses. Except as otherwise noted in the applicable Enrollment or Use Rights, all other Licenses become perpetual only when all payments for that License have been made and the initial Enrollment tern has expired. c, Applicable Use Rights. r (i) Products (other than Online Services). The Use Rights in effect on the effective date of the applicable Enrollment term will apply to Enterprise's use of the version of each Product that is current at the time. For future versions and new Products, the Use Rights in effect when those versions and Products are first released Will apply. Changes Microsoft makes to the Use Rights for a particular version will not apply unless [lie Enrolled Affiliate chooses to have those changes apply. The Use Rights applicable to perpetual Licenses that were acquired under a previous agreement or Enrollment are determined by the Agreement or Enrollment under which they were acquired. Renewal of Software Assurance does not change which Use Rights apply to those Licenses, (It) Online Services, For Online Services, the Use Rights in effect on the silbscription start date will apply for the subscription term as defined in the Product Terms. (I, Downgrade rights. Enrolled Affiliate may use all earlier version of a Product other than Online Services than the version that is current on the effective clate of the Enrollment. For Licenses acquired in the current Enrollment term, the Use Rights for the current version apply to the use of the earlier version. If the earlier Product version Includes features that are not in the new version, then the Use Rights applicable to the earlier version apply with respect to those features. e. New Versloir Rights under Software Assuranco. Enrolled Affiliate must order and maintain continuous Sohwarre Assurance coverage for each License ordered. With Software Assurance coverage, Enterprise autoinaticlly has the right to use a newversion of a licensed Pro(Kuct as soon as it is refeased„ even if Enrolled Affiliate chooses not to use the new version Immediately (f) Except as otherwise permitted cinder an Enrollment, use of the new version will be subject to the new version's Use Rights. (ii) If the License for the earlier version of the Product is perpetual at the lime the new version is released, the License for the new version will also be perpetual. Perpetual Licenses obtained through Software Assurance replace any perpetual Licenses for the earlier version. f. License confirmation. This Agreement. the applicable Enrollment, Enrolled Affiliate"s order confirmation„ and any documentation evidencing transfers of perpetual Licenses, together with proof of pAyment, will he Enrolled Affiliate's evidence of all Licenses obtained under an Enrollment. EA20I6Agr(US)SLG(ENG)(No'v2016) Pane 3 of 11 Document x20. IIJ200 Agreement No. 7435 operating division of Enrolled Affiliate or an Affiliate. '(B) a reorganization, or (C) a consolidation. I Upon such transfer, Custorner'or Enrolled Affiliate must uninstall and discontinue using the licensed Product and realer any ecopies unusable. b. Notification of License Transfer. Enrolled Affiliate must notify Microsoft of a License transfer by colnpteiing a license transfer form, which can be obtained from �ltr:l/wva tryicrasgCl.e.orl�l ct nsll �rc�brtrrcl+ and sending the completed farm to Microsoft before the License transfer. No License transfer will be valid unless Enrolled Affiliate provides to line transferee, and the transferee accepts in writing, documents sufficient to enable the transferee to ascertain the sco e, purpose and limitations of the nights granted by Microsoft under the licenses being transferred (includ'ingthe applicable Use Rights, use and lrans(ew' restrictions, warranties and limitations of liability}• Any license transfer not made in compliance with this section will be void• c, internal Assignment of Licenses and Software Assurance. Licenses and Software Assurance must he assigned to a single user or device within the Enterprise. Licenses and Software Assurance may be reassigned within the Enterprise as described in the Use Rights. 6. Term and termination. a. Term. The term of this Agreennrnt will be 36 full calendar months from the effective date u1 ,less terminated by either party as described below. Each Enrollment will have the term provided in that Enrollment. b. Termination without cause. Either party may terminate this Agreement, without cause, upon 60 days' written notice, In the even) of termination, new Enrollments will not he accepted, but any @xisting Enrollment will continue for the torm of such Enrollment and will continue to be governed by Iltis Agreement, c, Mid-term termination for non appropriation of Furnds, Enrolled Affiliate may terminate this Agreement or an Enrollment without liability, penalty or furth?r obligation to make payments if funds to make payments under the Agreement or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose. d. Termination for cause. Without limiting any other remedies it may have, either party may terminate an Enrollment if the other party materially breaches its obligations under this Agreement, including any obligation to submit orders or pay invoices. Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice of Its intent to terminate and an opportunity to cure the breach. If Microsoft gives such notice to an Enrolled Affihate, Microsoft also will give Customer a copy of that notice and Customer agrees to help resolve the breach, If the breach affects other Enrollments arid cannot he resolved between Microsoft and Enrolled Affiliate, together with Customer's help, within a reasonable period of time, Microsoft may terminate this Agreement and all Enrollments under it, If in Enrolled Affiliate ceases to be Customer's Affiliate, it must promptly notify Microsoft, and Microsoft may terminate the former Affiliate's Enrollment If an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates an Enrollment because Enrolled Affiliate ceases to be Customer's Affiliate, then Enrolled Affiliate will have the early termination rights described in the Enrollment. e, Early termination. If (`I) an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or (2) if Microsoft terminates an Enrollment because the Enrolled Affiliate has ceased to bean Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enrollment for non - appropriation of funds, or (4) Microsolt terminates an Enrollment for non-payrnent due to non - appropriation of funds, then the Enrolled Affiliate will have the following options: (1) It may immediately pay the total remaining amount due, including all installments, in which case, the Enrolled Affiliate will have perpetual rights forall Licenses it has ordered: or W H/�2011iAq�(UEiY;iLCi(l MGI(h101r'UIGj I I, Age:) 01 11 nnrumenl X20-I0209 n Agreement No. 7435 d, Restrictions. Enrolled Affiliate must not (and is riot licensed to) ('I) reverse engineer, deconipile, or disassemble any Product or Fix, (2) install or use non-Microsofl software or technology in any way that avould subject Microsoft's intellectual property or technology to any other license terms; or (3) work arowind any technical limitations in a Product or Fix or restrictions in Product documentation. Customer must not (and is not licensed to) O separate and rtrn parts of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix at different times, or transfer parts of a Product or Fix separately; or (ii) distribute, sublicense, rent, lease, lend any Products or Fixes, in whole or in part, or use them to offer hosting services to a third party.' e. Reservation of rights. Pro(IIIC(S and Fixes are protected by copyright and other intellectual property rights laws and inlerriallonal treaties, Microsoft reserves all rights not expressly granted in this agreement, No rights will be granted or implied by waiver or estoppel. Rights to access or use Software on a bevice do not give Customer any right to Implement Microsoft patents or othei Microsoft inlelleclual property in the device itself or in any other software or devices. B. Confidentiality. "Confidential Information' is non-public information that is designated 'confidential" or that a reasonable person should understand is confidential, including Customer Data. Confidential Information does not include information that (a) becomes publicly available without a breach of this agreement, (b) the receiving party received lawfully from another source without a confidentiality obligation, (c) is independently developed, or (d) is a comment or suggestion volunteered about the other party's business. products or services. Each party will take reasonable steps to protect the other's Confidential Information and will use the other Party's Confidential Information only for purposes of the parties' business relationship. Neither party will disclose that Confidential Information to third parties, except to its employees, Affiliates, contractors, advisors and consultants ('Representatives') and then only on a need -to -know basis under nondisc(asure 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 imatithorized use or disclosure, must promptly notify the other party. A party may disclose the other's Confidential information if required by law; but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order. Neither party is required to restrict work assl'gnrrienls of its Representatives who have had access to Confidential Information Each party agrees that the use of Information retained in Representatives' unaided memories in the development or deployment of the parties' respective products or services does not create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses to (lie other accordingly. I These obligations apply (i) for Customer Data until it is deleted from the Online Services, and (ii) for all other Confidential Information, for a period of five years after a party receives the Confidential Information. r 9. Privacy and compliance with laws. a. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter 'of this Agreement, Enrolled Affiliate will obtain all required consents from third parties under applicable privacy and data protection law before providing personal information to Microsoft. b, Personal Information collected under this agreement (i) may he transferred, stored and processed In the United States or any other country in which Microsoft or its service providers maintain facilities and (ii) will be subject to the privacy terins specified in the Use Rights. Microsoft will abide by the requirements of European Economic Area and Swiss data protection FA201GA(p(Uti)S1 C;r1=1S1(;)(NoV20Hii F a9 t* 7 of 11 DOCLOOMlt 20-10209 Agreement No. 7435 non -Microsoft software hosted in an Online Service by Microsoft on Enrolled Affiliate's behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; of (2) Enrolled Affiliate's tone of any Product or Fix, alone or in combinolion with anything else, jriolates the law or damages a third party. 12. L,imit< Lion of thiibility. ' For each Product, each parly`s maximum, aggregate liability to the other udder this Agreement is limited to direct damages finally awarded in an arnoirnt not to exceed the anIounts Enrolled Affiliate was required to pay for the applicable Products during the Ilernr of this; Agreement, subject to the following: a. online Sorvices. Par Online S6rvices, Microsoft's maximum liability to Enrolled Affiliate for any inefderrL giving rise to a claiiti r will not exceed' the amount Enrolled Affiliate paid for the Online Service during the 12 months before the incident, b. Free Products and Distributable Code, For Products provided free of charge and code that Enrolled Affiliate Is authorized to redistribute to third parties without separate payment to Microsoft, Microsoft's liability is limited to direct damages finally OWAI'ded up to USS5,000. c. Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or for loss of r.rse, loss of business information, loss of revenue, or interruption of business, howevdr Caused or on any theory of liability, + d. Exceptions. No limitation or exclusions will apply to liability arising out of either party's (I) confidentiality obligations (except for all liability related to Customer Data, which will remaln subject to the limitations and exclusions above); (2) defense obligations; or (3) violation of the other party's intellectual property rights. r 13. Verifying compliance. a. Right to verify compliance. Enrolled Affiliate must keep records relating to all use and distribution of Products by Enrolled Affiliate and its Affiliates. Microsoft has the right, at Its expense, to the extent permitted by applicable law, to verify compliance with the Product's license terms, Enrolled Affiliate must promptly provide the independent auditor with any Information file auditor reasonably requests in furtherance of the verification. including access to systems running the Products and evidence of Licenses for Products Enrolled Affiliate hosts, stlhlicenses, or distributes to third parties. Enrolled Affiliate agrees to complete Microsoft's self -audit process, which Microsoft may require as an alternative to a third party audit. h. Rernedles for non-compliance. If verification or self -audit reveals any unlicensed use or distribution, then within 30 dayst, (1) Enrolled Affiliate must order sufficient Licenses to cover that use or distribution, and (2) if unlicensed Ilse or distribution is. 50A or more, Enrolled Affiliate roust reimbul'se M�icrosolt for the cost Microsoft has incurred in verification Frond acquire (fie necessary odditfor)al licenses at 125°Try of the price based on the then -current price last and Enrolled Affiliate price level. The unlicensed use percentage is based on the total number of licenses purchased compared try actual install base. It there is no Irnlicensed use, Microsoft VAH not subject Enrolled Affiliate to ianother verification 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 Intel l Iectual property by any other means permitted by law, c. Verification process. Microsoft will notify Enrolled Affiliate at least 30 days in advance of its Intent to verify Enrolled Affiliate''s compliance with the license lerms for the Products Enrolled Affiliate and its Affiliates use or distribute. Microsoft will engage an independent auditor, which will be subject to a confidentiality obligation. Any information collected in the self -audit will be used solely for purposes of cleferminlnq compliance. This verification will lake place during normal business hours and in a manner that does not Interfere Unreasonably with Enrolled Affiliates operations. E-A2016Ayi(l15)St.Q;-146)(Nov2016) paJH 9 of I I Occulneul x70•1020 Agreement No. 7435 n. Free Products. It is Microsoft's intent that the terms of this Agreement and the Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Enrolled Affiliate is for the sole use and benefit of the Enrolled Affiliate, and is not provided for use by or personal benefit of any specific government employee. o. Voluntary PrOCIIrCI Accessibility Templates. Microsoft supports the government's obligation to provide accessible technologies to its citizens with disabilities as required by Section 508 of the Rehabilitation Act of 1973, and its state law counterparts. The VOluntary Product Accessibility Templates (" VPATs") ror the Microsoft technologies used In providing the Online Services can be found at Microsoft's VPAT page, Further information regarding Microsoft's commitment to accessibility can be found at http Lama ram, P• k osoff.cornlemble. p. Natural disaster. In the event of £1 "nalural disaster„" Microsoft may provide additional assistance 'or rights by posting them on at such time. q. Copyright violation. Except :as set forth in the section above enlilled "Transferring and reassigning Licenses", the Enrolled ,Affiliate agrees to pay for, and comply with the ter ins of this Agreernerlt and the Use P091its„;'for (lie products it uses. Except to the extent Enrolled Affiliate is licensed under this Agreent�nlr it will be responsible for its breach of this contract and violation of Microsoft's Copyrighi in the Products, including payment of License fees specified In this Agreement for unlicense8l use. r CA20WAgr(1.)S)SW(61G)(Nov2Ol0) Dirge 11 of I I I Uocum[:nl Y.20-102f1f1 Agreement No. 7435 Country" USA Phone" 951-955-2265 Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity. 3. Subscriptions manager. This contact will assign b1SDN, Expression, and TechNet Plus subscription licenses to the individual subscribers under this Enrollment or Regislralion. Assignment of the subscription licenses is necessary for access to any of the online benefits, SLIC11 as subscription downloads. This contact will also manage any complimentary or additional media purchases related to these subscriptions. Name of entity" County of Riverside Contact name*: First Regina Last Funderburk Contact emall address' RFunderbulk a rivco.org Street address* 3450 14th Street, 4th Floor City" Riverside StatelProvince' California Postal code' 92501-3861 Country" USA Phone• 951-955-2265 Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable Information of the entity. 4. Online services manager. This contact will be provided online permissions to manage the online services ordered under the Enrollment or Registration. Name of entity" County of Riverside Contact name': First Luis Last Flores Contact email address* LFFlores@rivco.org Street address* 3450 14th Street, 41h Floor City" Riverside State/Province" California Postal code" 92501-3861 Country" USA Phone" 951.955-8114 Fax ❑ This contact is a third party (not the entity). Warning: This contact receives personally identifiable information of the entity. 5. Customer Support Manager (CSM). This person is designated as the Customer Support Manager (CSM) for support -related activities. Name of entity* County of Riverside Contact name': First Luis Last Flores Contact email address* LFFlores@rivco.org Street address* 3450 141h Street, 4th Floor City' Riverside StatelProvince' California Postal code' 92501.3861 Country" USA Phone* 951-955-8114 Fax 6. Primary contact information. An Individual from inside the organization must serve as tho primary contact. This contact receives online administrator permissions and may grant online access to others. This contact also receives all notices unless Microsoft is provided written notice of a change. Name of entity" County of Riverside iiip0onkadIiifoFonn(NA,IIJ0)(EN(;)(Ocl2073) Pago 2 of 3 Agreement No. 7435 u� Microsoft Program Signature Form MBA/MBSA number Agreement number Note: Enter the applicable active numbers associated with the documents below. number be indicated here, or listed below as new. Volume Licensing Proposal ID Microsoft requires the associated active For the purposes of this form, °Customer^ can mean the signing entity, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below. 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 ( gust b I al entity name)* County of Riverside Signature* 7-v- --• .ry Printed First and Last WrAW Ines Mark FOR Printed Title* Procurement Contract Specialist BY. Signature Date* 07/17/2013 Tax ID 95-6000930 * indicates required field ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Oct2012) Page 1 of 3 Agreement No. 7435 Prepared By: Name of Preparer Email of Preparer ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(Oct2012) Page 3 of 3 Agreement No. 7435 microsoft 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 pricelevel............................................................................................................. 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........................................................................................................................ 10. 87 How to renew an Order..................................................................................................................... 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 SelectPlus20l2AgrGov(US)SLG(ENG)(Oct2012) Page 1 of 16 Document X20-04874 Agreement No. 7435 "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. SelectPlus20l2AgrGov(US)SLG(ENG)(Oct2012) Page 3 of 16 Document X20-04874 Agreement No. 7435 date, the Product Use Rights for the version licensed, not the version being run, will apply. However, if the earlier version includes components that are not part of the licensed version, any Product Use Rights specific to those components will apply to the Registered Affiliate's use of those components. b. Reservation of rights. All rights not expressly granted are reserved by Microsoft. In lieu of Customer's obligation to indemnify Microsoft under various provisions of the Product Use Rights, Customer will be responsible for any cost or damages arising from any claim to which Customer's indemnity obligation would otherwise apply. 6. 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: (1) 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 t /. w w t is ra soPt cot /9�u t sirs 1contra�tsts 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 ll!!p,�Lffwww.r'i,iicr(-.)soft.com/liceLiijlg�Lgry g center/ or a successor site that will be identified. Upon Microsoft's acceptance of this agreement, Registered Affiliate's contact identified for this purpose will be provided access to this site. d. Invoices and payments. For any Orders for Software Assurance or L&SA, if the Registered Affiliate elects to spread its payments over three years rather than payment in a lump sum, it may make this election with its Reseller. In such cases, Microsoft will invoice the Registered Affiliate's Reseller in installments, the first installment upon receipt of the Order and subsequent installments on each anniversary of the Order or the Affiliate anniversary month. Any amounts for Licenses only (i.e. without accompanying Software Assurance) will be invoiced to the Registered Affiliate's Reseller in full upon receipt of the Order. SelectPlus20l2AgrGov(US)SLG(ENG)(Oct2012) Page 5 of 16 Document X20-04874 Agreement No. 7435 your state's jurisdiction and geographic boundaries; and (iii) any other entity expressly authorized by the laws of your state to purchase under state contracts, or (b) an unaffiliated third party in connection with a privatization of an affiliate of agency as set forth in (a) above or of an operating division of the Enrolled Affiliate or one if its affiliates as set forth in (a) above, a reorganization, or a consolidation. Customer must notify Microsoft of a transfer of license by completing a transfer notice form, which can be obtained from mpi o¢, ofwt,, o /lwc rn ii,ig�coa "itra t 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 SelectPlus20l2AgrGov(US)SLG(ENG)(Oct2012) Page 7 of 16 Document X20-04874 Agreement No. 7435 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. Se1ectP1us2012AgrGov(US)SLG(ENG)(Oct2012) Page 9 of 16 Document X20-04874 Agreement No. 7435 (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: (1) for Online Services, provide the remedies identified in the Service Level Agreement for the affected Online Service; (ii) for Products other than Online Services, at its option either (1) return the price paid or (2) repair or replace the Product; and These are Customer's only remedies for breach of -the limited warranty, unless other remedies are required to be provided under applicable law. e. DISCLAIMER OF OTHER WARRANTIES. OTHER THAN THIS LIMITED WARRANTY, MICROSOFT PROVIDES NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS. MICROSOFT DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES, OR CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, OR NON - INFRINGEMENT. THESE DISCLAIMERS WILL APPLY UNLESS APPLICABLE LAW DOES NOT PERMIT THEM. 14. Defense of infringement, misappropriation, and third party claims. a. Microsoft's agreement to protect. Microsoft will defend Enrolled Affiliate against any claims made by an unaffiliated third party that any Product or Fix that is made available by Microsoft for a fee infringes that party's patent, copyright, or trademark or makes unlawful use of its Trade Secret. Microsoft will also pay the amount of any resulting adverse final judgment (or settlement to which Microsoft consents). This section provides Enrolled Affiliate's exclusive remedy for these claims. b. Limitations on defense obligation. Microsoft's obligations will not apply to the extent that the claim or award is based on: (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; SelectPlus20l2AgrGov(US)SLG(ENG)(Oct2012) Page 11 of 16 Document X20-04874 Agreement No. 7435 $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"); (Ili) 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 SelectPlus20l2AgrGov(US)SLG(ENG)(Oct2012) Page 13 of 16 Document X20-04874 Agreement No. 7435 f. Applicable law; dispute resolution. The terms of this agreement will be governed by the laws of Registered Affiliate's state, without giving effect to its conflict of laws. Disputes relating to this agreement will be subject to applicable dispute resolution laws of Registered Affiliate's state. g. This agreement is not exclusive. Customer is free to enter into agreements to license, use or promote non -Microsoft software. h. Entire agreement. This agreement, the Product List, all registrations under this agreement, and the Product Use Rights constitute the entire agreement concerning the subject matter and supersede any prior or contemporaneous communications. In the case of a conflict between any of these documents that is not resolved expressly in the documents, their terms will control in the following order: (1) these terms and conditions and the accompanying signature form; (2) the Product List; (3) the Product Use Rights; (4) all registrations under this agreement; and (5) all Orders submitted under this agreement. The terms of any purchase order or any general terms and conditions Customer maintains do not apply. i. Survival. Provisions regarding ownership and License rights, fees, Product use rights, restrictions on use, evidence of perpetual Licenses, transfer of Licenses, warranties, defense of infringement and misappropriation claims, limitations of liability, confidentiality, compliance verification, open source license restrictions, obligations on termination or expiration and the other provisions in this section entitled "Miscellaneous" will survive termination or expiration of this agreement and of any agreement in which they are incorporated. j. No transfer of ownership. Microsoft does not transfer any ownership rights in any licensed Product. Microsoft reserves all rights not specifically granted. The Products are protected by copyright and other intellectual property rights laws and international treaties. k. Free Products. It is Microsoft's intent that the terms of this agreement and the Product Use Rights be in compliance with all applicable federal law and regulations. Any free Product provided to Registered Affiliate is for the sole use and benefit of the Registered Affiliate, and is not provided for use by or personal benefit of any specific government employee. I. Amending the agreement. This agreement (except the Product List and the Product Use Rights) can be changed only by an amendment signed by both parties. 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 j7lt ,1 r i,io r sofl.co_iii/Vig r�iri�; rvicecerater (see Tooter), except that Product -specific privacy statements are in the Product use rights. Personal data collected through Products or Services may be transferred, stored and processed in the United States or any other country in which Microsoft or its service providers maintain facilities. By using the Products or Services, Customer consents to the foregoing. Microsoft abides by the EU Safe Harbor and the Swiss Safe Harbor frameworks as set forth by the U.S. Department of Commerce SelectPlus2012AgrGov(US)SLG(ENG)(Oct2012) Page 15 of 16 Document X20-04874 Agreement No. 7435 Micrcssoft Licensing, GP Document Summary Form * This is for informational purposes only * MSEM (MSLI 3-0,000003183189 Tracking Number) Do not modify the formatting or spacing of this Form above this text Account Manacter Name / 61jys: Country United States I LA-R/LAD/ES . Dell Inc. RLngjgm8Leso SLP SLG 2012 ACCOUNT: Comments: County of Riverside outsourcer Name: Business Agreement Number: Master Agreement Number. 7756479 Agreement Number: 7657738 Purchase order Number: Last Saved by Quinn Greenly Revision 3.9 7/2312013 2:02:23 PM (MSLl Scanning Code) 10112/2005 Agreement No. 7435 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 reouired field Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title* Signature Date* Indicates rerruired 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 ProgramSig n Form(MSSign)(NA, LatAm)EXBRA,MLI (ENG)(Oct2012) Page 2 of 3 Agreement No. 7435 t h/lif I + ,1:i:_ 1/OII.IIIl(` IA(;(-�IIsiIIq Program Signature Form MBA/MBSAnumber RIVCO-8084445-M- �� AMD2 Agreement number 8084445 NotQ: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be'Indicaled 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 enkered Into between the Customer and the Microsoft Affiliate signing, as of the effective date Identified bf lour, By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract doquments, Including any wQbsites 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 le tentity name)" County of Riverside Signature" Printed First and LastNaMe* Rrci!4/}42—� Printed Titfe 5 e. T?.t)C f;E/,ttr n/'T CO/vT24Cf SI 610'4GIST Signature Date* ?�0/ Zp a/ Tax ID _ ........... Inddcales reaulred field ProgramSlgnForm(MSSlgn)(NA, LatAm) ExB RA(FNG)(Ocl2019) Pago 1 of 2 Document h20.12815 Agreement No. 7435 Amendment to Contract Documents Agreement Number 8084445 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 meariings provided In that Enrollment or Agreeriierit. Microsoft Services Amendment to the Enterprise Enrollment Federal, State and Local Government & Public Educational Institutions Enrolled Affillate Is ordering Professional Services described in the attached Statement of Services (SOS) In connection with tho Products licensed by Enrolled Affiliate under the Enrollment. The partles agree that the Enrollment Is amended to add the following terms that shall apply to the services described In the SOS.. Terms and Conditions 1. Defrrtffons. All terms defined In the Agreement and the Enrollment shall apply to this Amendment unless otherwise stated, Additional terms are defined as follows; "Customer" means the legal entity that has entered Into the Agreement; "Customer Data" means ell data, including all text, sound, software, image br video files that are provided to Microsoft, y, or on behalf of, Customer and Its Affillales In connection with Professional Services; "day" means a calendar day, except references that specify "business day"; "Fix" or "Fixes"means Product fixes, modifications, enharlcernenls, or thelydertvatives, that Microsoft dither 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 limped to, workarounds, patches, NO fixps, bets fixes and bete bullds); "Microsoft" 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 with Customer at the conclusion of Microsoft's performance of the Professional Services; "Statement of Services" means any work orders, services descriptions, or other description of Professional Services that Incorporates this Amendment; AmendmentApp 0.0 CTM-FWI(-CTC•AQR BD Page 1 of 6 Agreement No. 7435 Reservation of Rights. Products, Fixes, and Service Dellverables 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. Supportability 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 lrlt ; dsu a pot mIcros4fl corn or a successor site. 4. Confidentiality. Subject to the requirements of Customer's public records and trade secret laws (li any): 'Confidential information" 14 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 Informautfon regarding either party's products, features, marketing and promotions, and the negotiated terms of any Statement of Services. Confidential Informattorr does not include Information that (p) becomes publicly avallable Without a breach of this Amendment, (b) the receiving party received lawfully from another source without a cpnfidentlality obligation, (c) Is independently deVeloped, or (d) is a comment or suggestion volunteered about the other party's btrslness, products or services. Each party will lake reasonable steps to protect the other's Confidential Information and will use the other party's Cvn'fidentiat Information only for purposes of the parties" business relationship. Neither party will disclose that Confidential information to third parties, except to its employees, Affiliates, contractors, advisors, and consultants (collectively "Representatives") and then only on a need-lo-know'basis, under non -disclosure obligplions 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 other party (If legally permissible) to enable the other party to seek a protective order. Neither party is required to restrict work assignments of Its representatives who Dave trod access to Confidential Information. Each party agrees that use of Information In representatives' unaided memories In the development or deploymont of the parties' respective products or services does not create liability under this Amendment or Trade Secret law, and each party agrees to limit what It discloses to (lie 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 this Amendment, Customer will obtain all required consents from third partl6s (Including Customer's contacts,' resellers, distributors, adminlstratore, and employees) under applicable privacy and data protection law before providing personal informall'on to Microsoft. Personal Information collected through Professional Services (1) may be transferred, stored add processed In the United States or any other country In which Microsoft or Its contractors rnalnlain facilities and (it) will be subject to the privacy teams specified in the Use Flights, Microsoft will abide by the requirements of European Economic Area and Swiss date protection law regarding the collection, use, transfer, retention and processing of personal data from the European Economic Area and Switzerland. c. D,S, Export, Microsoft Products, Fixes and Services Deliverables are subject to UN S, export jurisdiction, Customer must comply with all applicable International and national laws, Including the tt,S. Export Administration Regulations, the International "traffic In Arms Regulations, and end -uses', end use and destination restrictions by LI,S. and other governments related to Microsoft. Products,. services, and technologies. 6. Warranties. AmendmentApp v4.0 CTM+VVK-CTC•AGR BD Page 3 of 6 Agreement No. 7435 to the limitations and exclusions above); (2) defense obligations; or (3) violation of the other party's Intellectual property rights. 8. Term and termination. This Amendment will remain In effect until terminated. Either party may terminate this Amendment at any time without cause by giving the other party at least 60 calendar days prior written notice. Terminating this Amendment will not affect any existing Statements of Services but will terminate the ability of the parties to enter into subsequent Statements of Services. Customer may terminate a Statement of Services upon 30 days' notice. Either party to the Statement of Services may terminate it If the other party Is In material breach or default of any obligation that is not cured within 30 calendar days' notice of such breach. Microsoft may terminate a Statement of Services If Customer -falls to pay any Invoice that Is more, than l30 clays outstanding, Customer agrees to pay all fees for Professional Services performed and expenses incurred prior to termination and any additional amounts than may be specified in a Statement of Services. Upon Microsoft's receipt of payment for the Professional Services, Customer's Interests In the Services Dellverables 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 notices, authorizations, and requests given or made In connection with this Amendment must be In wrillno and will be treated as delivered on, the date shown an the return receipt or on the courier or fax confirmation of delivery. Microsoft may provide Information to Customer about upcoming ordering deadlines., services and subscription Information In electronic form, including by email to contacts provided by the Customer, Emails will be treated as delivered on the transmission dale. b. Applicable law; dispute resolution. This Amendment together with the applicable Statement of Services will be governed by the laws set forth In the Agreement. c. Severabdity. 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 riot conslllute 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. h. insurance while perforrolnly Professional Services on Customer's premises. Mlcrosoft 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 provlde Customer with evidence of coverage on request. i, 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 properly rights, laws and international treaties. 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