Agreement with SHI International Corp.

DocuSign Envelope ID: 8225188A-ED11-44D5-9691-F33CD958ACC7 C24 0245
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This work order (the “Work Order”), made this 23" day of January 2024 (the “Effective Date”), is made
by and between SHI International Corp., having a place of business at 290 Davidson Ave., Somerset, NJ
08873 (“We”, “Us”, “Our”, or “Partner”), and AZ-City of Glendale, having a place of business at 6835 N.
57* Dr. Suite #100 Glendale, AZ 85301 (“You”, “Your”, “End Customer” or “Customer”) (herein
collectively referred to as “the Parties”, or individually as a “Party”).

1. Definitions

1.1 “Additional Services’ are additional support services described in any additional services
appendix (Additional Services Appendix’).

1.2 “Affiliate” means any legal entity that a party owns, that owns a party, or that is under
common ownership with a party. “Ownership” means, for purposes of this definition,
control of more than a 50% interest in an entity.

1.3 “End Customer Data” means all data, including all text, sound, software, image or video
files that are provided to Microsoft or its Affiliates by, or on behalf of, End Customer and
its Affiliates through use of Online Services.

1.4 “Fixes” means Product fixes, modifications, enhancements, or their derivatives, that
Microsoft either releases generally (such as service packs), or that Microsoft provides to
End Customer when performing Support Services to address a specific issue.

1.5 “Microsoft” means Microsoft Corporation.

1.6 “Online Services” means the Microsoft-hosted services identified as Online Services in the
Product Terms.

1.7 “Partner” SHI International Corp is the legal entity that executed the Unified Support
Work Order with Microsoft.

1.8 “Pre-existing Work” means any computer code or other written materials developed or
otherwise obtained independent of this Work Order.

1.9 “Product” means all products identified in the Product Terms, such as all Software, Online
Services and other web-based services, including pre-release or beta versions. Product
availability may vary by region.

1.10”Product Terms” means the document that provides information about Microsoft
Products available through volume licensing. The Product Terms document is published
on the Volume Licensing Site (https://www.microsoft.com/licensing/docs/view/Product-
Terms or successor site) and is updated from time to time.

1.11”Support Services Data” means all data, including all text, sound, video, image files, or
software, that are provided to Microsoft by, or on behalf of, End Customer (or that End
Customer authorizes Microsoft to obtain from an Online Service) or otherwise obtained or
processed by or on behalf of Microsoft through an engagement with Microsoft to obtain
Support Services.

1.12”Representatives” means a party's employees, Affiliates, contractors, advisors and
consultants.

1.13 "Services Deliverables” means any computer code or materials, other than Products or
Fixes, that Microsoft leaves with End Customer at the conclusion of Microsoft's
performance of Support Services.

1.14”Software” means licensed copies of Microsoft software identified on the Product Terms.

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Software does not include Online Services or Service Deliverables, but Software may be
part of an Online Service.

1.15"Support Services” means the Unified Support Services and any Additional Services
purchased by Partner on behalf of End Customer as set forth in Section 2 below. “Support
Services” or “services” does not include Online Services, unless otherwise specifically noted.

1.16”Support Services Term” will have the meaning set forth in the Work Order.

1.17“Work Order” is the executed Unified Support Work Order governed under the Unified
Support Partner Broker Program Agreement between Microsoft and the Partner, effective
as of 11/15/2021 that provides for the delivery of Support Services to End Customer,
including any Additional Services Appendix(s).

2. Support Services

2.1 Description of Support Services. Support Services will be provided as described in and
pursuant to the terms of: (i) the “Support services” section of the then current Microsoft
Unified Enterprise Support Services Description located at https://www.microsoft.com/en-
us/unified-support-services-description, as may be amended by Microsoft from time to
time, (the "USSD") and incorporated herein by reference, and (ii) the terms and conditions
set forth in any Additional Services Appendix that govern the Additional Services. In the
USSD, “you” or “your” may refer to Partner, End Customer or both parties based on the
context and any references to a “Work Order” will be deemed to be a reference to this
Schedule 1 of the Work Order.

Microsoft may update the Support Services purchased under this Work Order from time
to time, provided that the level of Support Services purchased will not materially decrease
during the current Support Services Term.

2.2 Support Services for Microsoft Products. During the Support Services Term, Microsoft
will provide Support Services on Partner's behalf to AZ-City of Glendale (End Customer’)
or End Customer's Affiliate(s). Except as otherwise set forth in an Additional Services
Appendix, such Support Services are for support of End Customer's or End Customer
Affiliate’s licensed, commercially released, and generally available Microsoft Products, and
cloud services subscriptions purchased by End Customer or End Customer's Affiliate under
the applicable licensing enrollments and agreements, as indicated in Appendix A to
Schedule 1.

2.3 Support Services by Support Location. The Support Services to be provided to End
Customer are set forth below:

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Support Services by Support Location

Broker_Unified Enterprise Support

USA - SLG - Enterprise West

1/23/2024 -

1/22/2025
Quantity Service Service Type
Included Enterprise Advisory Support Hours As-needed Advisory Services
Included Enterprise Azure Problem Resolution Hours As- | Problem Resolution
needed Support
Included Enterprise On-demand Assessment On-Demand Assessment
Included Enterprise On-Demand Assessment - Setup and | On-Demand Assessment
Config Service As-needed Remote
Included Enterprise On-Demand Education On-Demand Education
Included Enterprise Online Support Portal Administrative
Included Enterprise Problem Resolution Hours As-needed | Problem Resolution
Support
Included Enterprise Reactive Support Management Service Delivery
Management
Included Enterprise Service Delivery Management Service Delivery
Management
Included Enterprise Webcasts As-Needed Webcast
Included Reactive Enabled Contacts Problem Resolution
Support

Broker-Unified Proactive Services Add on | Unified Proactive Svcs Enterprise Azure Infra-
2024-25

Quantity
Included

USA - SLG - Enterprise West
Service
Service Delivery Management Extended

1/23/2024 - 1/22/2025

Service Type
Service Delivery
Management

lea

Well-Architected Reliability Recovery Design and
Implement

Onboarding Services

Broker-Unified Proactive Services Add on | Unified Proactive Svcs Enterprise Apps & Innov-

2024-25 USA-SLG- Enterprise West 1/23/2024 - 1/22/2025

Quantity Service Service Type

Included Service Delivery Management Extended Service Delivery

Management

lea WorkshopPLUS - Kubernetes: Technical Briefing | WorkshopPLUS
with Labs - Closed Workshop - 2 Day

lea Onsite Visit Onsite Support

4ea Custom Proactive Remote - 1/2 Custom Proactive -

Maintain

DocuSign Envelope ID: 8225188A-ED11-44D5-9691-F33CD958ACC7

Broker-Unified Proactive Services Add on | Unified Proactive Svcs Enterprise Data & Al-
2024-25 USA-SLG- Enterprise West 1/23/2024 - 1/22/2025

Quantity Service Service Type
Included Service Delivery Management Extended Service Delivery
Management
2ea WorkshopPLUS Remote - Data Al: Azure SQL WorkshopPLUS
Database Essentials - Open Workshop

2.4 Support Services Fees

Services Summary | Billing Date Fee USD
Broker Unified Enterprise Support 1/23/2024 $62,496.78
Broker Unified Proactive Services Add on Unified 1/23/2024 $16,919.76
Proactive Svcs Enterprise Azure Infra-2024-25

Broker-Unified Proactive Services Add on Unified 1/23/2024 $27,821.52
Proactive Svcs Enterprise Apps & Innov 2024-25

Broker Unified Proactive Services Add on Unified 1/23/2024 $9,355.44
Proactive Svcs Enterprise Data & Al 2024-25

Subtotal $116,593.50
Flex Allowance ($25,500.00)
SAB Retirement Concessions for Unified Renewal ($20,400.00)
Total Fees (excluding taxes) $70,693.50

The Support Services Fees described above are based on Microsoft's tiered rate structure along
with the total amount paid to Partner by Customer each year for End Customer's validly

licensed, commercially released and generally available Microsoft Products, and cloud services
subscriptions as identified in Appendix A to Schedule 1 of this Work Order (collectively, the
“End Customer Appraised Product Spend”) to calculate the Support Services Fees for the
Support Services Term of this Work Order. SHI will invoice Customer for any fees due herein.

3. Prerequisites and assumptions

Microsoft delivery of Support Services to End Customer is based upon the following
prerequisites and assumptions:

e End Customer's right to receive Support Services, as described in these Flow Down Terms,
is subject to Partner's compliance with the terms and conditions of the Unified Support
Partner Broker Program Agreement and Work Order, and End Customer's compliance with
these Flow Down Terms. If the Unified Support Partner Broker Program Agreement and/or
Work Order is terminated or expires, End Customer's right to receive Support Services from
Microsoft under this Schedule 1 will be terminated.

e Any add-ons to Support Services that End Customer requests to purchase during the term

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of the Work Order must be purchased under the existing Work Order.

e Microsoft's performance of Support Services is dependent on End Customer's cooperation,
active participation, and timely completion of assigned responsibilities and is subject to
the additional terms and conditions as described in the USSD, any Additional Services
Appendix(s), or these Flow Down Terms.

e End Customer may elect to transfer Software Assurance Benefits 24x7 Problem Resolution
Support Incidents ("SAB") to Work Order. Such transfers will be subject to terms as
described in the USSD.

e End Customer acknowledges that Microsoft may contact End Customer directly to verify
End Customer's compliance with these Flow Down Terms and Partner's compliance with
the Work Order. For purposes of such verification, if requested by Microsoft, End Customer
agrees that it will provide Microsoft with requested information within fourteen (14)
calendar days of such Microsoft request, including but not limited to copies of quotes,
tender documentation, invoices, or copies of any contracts between Partner and End
Customer.

e Microsoft reserves the right, in its sole discretion, to suspend or terminate the provision of
the Support Services to End Customer in response to a violation(s) of any of these Flow
Down Terms, and Microsoft will have no liability to Partner or End Customer as a result of
any such suspension or termination.

4. Use, ownership and rights

4.1 Products. All products and related solutions provided to End Customer will be licensed
according tothe terms of the applicable licensing enrollments and agreements as indicated
in Appendix A to Schedule 1. End Customer is responsible for paying any licensing fees
associated with Products.

4.2 Fixes. Fixes are licensed according to the license terms applicable to the Product to which
those Fixes relate. If the Fixes are not provided for a specific Product, any other use terms
Microsoft provides with the Fixes will apply.

4.3 Pre-existing Work. All rights in Pre-existing Work shall remain the sole property of the
party providing the Pre-existing Work. Each party may use, reproduce, and modify the
other party's Pre-existing Work only as needed to perform obligations related to Support
Services.

4.4 Services Deliverables. Upon payment in full, Microsoft grants End Customer a non-
exclusive, non-transferable perpetual, fully paid-up license to reproduce, use and modify
the Services Deliverable, solely in the form delivered to End Customer and solely for End
Customer's internal business purposes, subject to the terms and conditions of these Flow
Down Terms.

4.5 Affiliates’ rights. End Customer may: (i) provide access to Support Services provided
under these Flow Down Terms, and (ii) sublicense the rights contained in Subsection 4.4
above relating to Services Deliverables to any Affiliate that was an End Customer Affiliate
as of the effective date of the Work Order, provided that End Customer Affiliates may not
sublicense these rights. Any use of Support Services by an End Customer Affiliate must be
consistent with the terms contained in these Flow Down Terms. End Customer remains
responsible for any acts or omissions of its Affiliates.

4.6 Reservation of rights. All rights not expressly granted are reserved to Microsoft.

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5. Restrictions

End Customer must not (and is not licensed to): (i) reverse engineer, decompile or disassemble
any Product, Fix, or Services Deliverable; (ii) install or use non-Microsoft software or technology
in any way that would subject Microsoft's intellectual property or technology to obligations
beyond those included in any other license terms; or (iii) work around any technical limitations
in a Product, Fix or Services Deliverable or restrictions in Product documentation. Except as
expressly permitted in this Work Order or Product documentation, End Customer must not
(and is not licensed to) (a) separate and run parts of a Product or Fixon more than one device,
upgrade or downgrade parts of a Product or Fixat different times, or transfer parts of a Product
or Fix separately; or (b) distribute, sublicense, rent, lease, lend or use any Products, Fixes, or
Services Deliverables, in whole or in part, or use them to offer hosting services to a third party.

6. Term and Termination

6.1 Term of the Work Order. This Work Order will commence as of the Effective Date and
continue until the earlier of the Support Services Expiration Date as set forth below or until
terminated as provided herein.

6.2 SupportServices Term. The ‘Support Services Term’ will commence on 1/23/2024 (the
“Support Services Commencement Date’) and will expire on 1/22/2025 (the “Support
Services Expiration Date’).

6.3 Termination for Cause. If a Party breaches any term of this Work Order and such breach
is curable, then the breaching Party shall have thirty (30) calendar days’ following written
notice of such breach by the non-breaching Party to cure. If the breaching Party fails to
cure the breach within such thirty-day period, the non-breaching Party may terminate this
Work Order upon written notice to the breaching Party. A Party will be allowed to curea
breach once; if a Party breaches this Work Order for the same reason as a prior breach,
then the other Party may terminate this Work Order immediately upon written notice to
the breaching Party. If the breach is not curable, then the non-breaching Party may
terminate this Work Order immediately upon written notice to the breaching Party. Either
Party may also terminate this Work Order immediately upon written notice to the
breaching Party due to the other Party's: (i) breach of the confidentiality terms between
the Parties, or (ii) any infringement, misappropriation, or violation of Microsoft's intellectual
property rights. Microsoft may, in its sole discretion, deem a termination for breach of the
core terms of an agreement between Partner and Microsoft or a Microsoft Affiliate
(including the Agreement), where Partner is the breaching Party, to be a breach of, and the
basis of an immediate termination of, this Work Order.

6.4 Suspension/Termination of Support Services. Microsoft reserves the right, in its sole
discretion, to suspend or terminate the provision of the Support Services to End Customer
in response to violation(s) of any of the Flow Down Terms, and Microsoft will have no
liability to Partner or End Customer as a result of any such suspension or termination.

6.5 Effect of Termination. In the event that this Work Order is terminated or expires, End
Customer's right to receive Support Services from Microsoft under this Work Order will be
terminated.

7. Microsoft Professional Services Data Protection Addendum

The Microsoft Professional Services Data Protection Addendum (“MPSDPA’) in effect as of the

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effective date of the Work Order and available on the Volume Licensing Site at
https://aka.ms/ProfessionalServicesDPA is incorporated herein by this reference.

Support Services provided under this Work Order will be deemed to be “Professional Services”
under the MPSDPA. All data provided from End Customer to Microsoft, or otherwise obtained
hereunder, for the purposes of providing Support Services will be deemed to be “Professional
Services Data” under the MPSDPA.

End Customer agrees to meet the Customer obligations within the MPSDPA, and that for
purposes of this Work Order under the MPSDPA section Standard Contractual Clauses
(Processors) for Professional Services (Attachment 1) the End Customer is the “Data Exporter”
and Microsoft is the “Data Importer”.

8.

Warranty

8.1 Microsoft warrants that it will perform Support Services with professional care and skill. If

Microsoft fails to do so for any specific Support Services, and Customer notifies Microsoft
within ninety (90) days of the date that such Support Services were performed, then
Microsoft will, at its discretion, either re- perform such Support Services or Partner will refund
the amounts that Customer paid for them within the twelve (12) months immediately prior
to the date that such Support Services were performed. The remedy set forth in the
immediately preceding sentence is Partner's sole remedy for breach of the warranty in this
section, and Customer hereby waives any breach of warranty claims not made during the
warranty period.

8.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PARTNER DISCLAIMS AND

EXCLUDES, ON MICROSOFT'S BEHALF AND ON BEHALF OF MICROSOFT'S SUPPLIERS AND
SUBCONTRACTORS, ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER
EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS,
WARRANTIES, OR CONDITIONS OF TITLE, NON-INFRINGEMENT, SATISFACTORY
CONDITION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH
RESPECT TO ANY SUPPORT SERVICES, SERVICES DELIVERABLES, FIXES, PRODUCTS, OR ANY
OTHER MATERIALS OR INFORMATION PROVIDED HEREUNDER.

9. Limitation of Liability
9.1TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING

10.

ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY NOR
THEIR CONTRACTORS WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL (INCLUDING
WITHOUT LIMITATION, DAMAGES FOR BUSINESS INTERRUPTION, OR LOSS OF BUSINESS
INFORMATION), SPECIAL, OR INCIDENTAL DAMAGES OR DAMAGES FOR LOSS OF
PROFITS OR REVENUES ARISING IN CONNECTION WITH THE FLOW DOWN TERMS, THE
USSD, SUPPORT SERVICES, FIXES, PRODUCTS, OR ANY OTHER MATERIALS OR
INFORMATION, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. IN ANY EVENT,
WHATEVER THE LEGAL BASIS FOR THE CLAIM, MICROSOFT'S TOTAL LIABILITY (AND THAT
OF MICROSOFT'S SUPPLIERS AND SUBCONTRACTORS) WILL BE LIMITED, TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TO DIRECT DAMAGES UP TO THE
AMOUNT PAID OR PAYABLE IN THE AGGREGATE FORTHE SUPPORT SERVICES GIVING RISE
TO THE CLAIM.

Indemnity

End Customer will defend Microsoft against any third-party claim to the extent it alleges

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that End Customer's use of any Product, Fix, or Services Deliverable alone or in combination
with anything else, violates the law or damages a third party.

11. Confidentiality.

11.1 Confidential Information. “Confidential Information’ is non-public information that
is designated “confidential” or that a reasonable person should understand is confidential,
including, but not limited to, End Customer Data, Support Services Data, the terms of this
agreement, and End Customer's account authentication credentials. Confidential
Information does not include information that (1) becomes publicly available without a
breach of a confidentiality obligation; (2) the receiving party received lawfully from another
source without a confidentiality obligation; (3) is independently developed; or (4) is a
comment or suggestion volunteered about the other party’s business, products or services.

11.2 Protection of Confidential Information. End Customer and Microsoft 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 Confidential Information to third parties, except to its
Representatives, and then only on a need-to-know basis under nondisclosure obligations
at least as protective as this agreement. Each party remains responsible for the use of
Confidential Information by its Representatives and, in the event of discovery of any
unauthorized use or disclosure, must promptly notify the other party.

11.3. Disclosure required by law. End Customer or Microsoft 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.

11.4 Residual information. Neither End Customer nor Microsoft is required to restrict work
assignments of its Representatives who have had access to Confidential Information. Each
party agrees that the use of information retained in Representatives’ unaided memories in
the development or deployment of the parties’ respective products or services does not
create liability under this agreement or trade secret law, and each party agrees to limit
what it discloses to the other accordingly.

11.5 Duration of Confidentiality obligation. These obligations apply for a period of five
years after a party receives the Confidential Information.

12. Miscellaneous

12.1 Use of contractors. Microsoft may use contractors to perform services, but will be
responsible for their performance, subject to the terms of this Work Order. For the avoidance
of doubt, Support Services provided hereunder will be performed only by Microsoft, its
Affiliates, and any person or third-party delivering support directly as directed by Microsoft
(including but not limited to full time employees, subcontractors, and outsourced service
providers), even in those circumstances where such support is sold through Partner or a
third party.

12.2 Microsoft as independent contractor. The Parties are independent contractors. Partner
and Microsoft each may develop products independently without using the other's
Confidential Information.

12.3 Assignment. Microsoft may assign this Work Order to an Affiliate. Microsoft may assign
its right to receive payment and enforce Partner's payment obligations under this Work
Order without further consent. Any other proposed assignment must be approved by the
non-assigning Party in writing. Assignment will not relieve the assigning Party of its

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obligations under the assigned agreement. Any attempted assignment without required
approval will be void.

12.4 Severability. If any provision in this Work Order is held to be unenforceable, the balance
of the Work Order will remain in full force and effect.

12.5 Waiver. Failure to enforce any provision of this Work Order will not constitute a waiver.
Any waiver must be in writing and signed by the waiving Party.

12.6 Third-party beneficiaries. Customer acknowledges that Microsoft is a third-party
beneficiary of this Work Order.

12.7. Survival. All provisions survive termination or expiration of this Work Order except those
requiring performance only during the term of the Work Order.

13. End Customer information
13.1 End Customer Location

End Customer Information

End Customer Name
AZ-City of Glendale

Street Address

6835 N. 57th Dr., Suite #100

City State/Province
Glendale Arizona
Country Postal Code
United States 85301

13.2 End Customer Support Contact

Name of Customer Support Service Administrator

Feroz Merchhiya

Street Address Contact E-Mail Address

6835 N. 57th Dr, Suite 100 FMerchhiya@GLENDALEAZ.com
City State/Province Phone

Glendale Arizona 623 930-2881
Country Postal Code Fax

United States 85301

14. Microsoft Contact

Microsoft contact for questions and notices:

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Microsoft contact name

Leslie Foster

Phone

Contact e-mail address

v-lfoster@microsoft.com

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Authorization
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first
above written.

AZz-City of Glendale SHI International Corp.
By:
DocuSigned by:
By: tr Kose
Authorized Signature Authorized Signature
Name Name
Title Title
4/17/2024
Date Date
ATTEST:

Julie K. Bower, City Clerk (SEAL)

APPROVED AS TO FORM:

Michael D. Bailey, City Attorney

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Article 1 - Appendix A to Schedule 1

Below is a list of End Customer's declared licensing enrollments and agreements for which Microsoft
will provide Support Services as defined within the Work Order.

Customer Name Licensing Program Licensing
Enrollment/Agreement

Number/Billing Account
ID

CITY OF GLENDALE Enterprise 6 71949959
CITY OF GLENDALE AZ Select Plus 7461114