Bakersfield City Council
March 25, 2026

UnifiedSupportPartnerBrokerWorkOrderUSSLGv3.2-Dell(NA)(US)(English)(Sep2025) Page 1 of 29 Microsoft Unified Enterprise Support Partner Broker Work Order

Agreement Number
(Microsoft Affiliate to complete)
UCU02512-
1036386-1036386

This work order (“ Work Order”) consists of the terms and conditions below, and only the Core Terms of the Microsoft Channel Partner Terms and Conditions for Resellers agreement reference PCN36353053, including the applicable Channel Partner Authorization Form, effective as of 4/2/2025 (the “Agreement”), the provisions of the USSD (as defined in Section 2.1) applicable to the Support Services identified in this Work Order, and any exhibits, schedules and attachments referenced in this Work Order, all of which are incorporated herein by this reference, as applicable. This Work Order includes the Program -Specific Terms and constitutes an Enrollment as defined in the Agreement. In case of conflict between the terms and conditions below and the provisions of the Agreement, these terms and conditions control regarding the Support Services provided under this Work Order.

In this Work Order “ Partner” means the undersigned company that is participating in the Unified Support Partner Broker Program (as defined below) and “Microsoft” means the undersigned Microsoft Affiliate. Partner and Microsoft sometimes are referred to collectively as the “ Parties” and individually as a “ Party.” Any capitalized terms used but not defined in this Work Order shall have the meaning given to them in the Agreement.

By signing below the Parties acknowledge and agree to be bound to the terms of this Work Order, the Agreement, and all other provisions incorporated herein. This Work Order is effective as of the date that Microsoft signs this Work Order (“ Effective Date”). Regardless of any terms and conditions contained in a purchase order, if any, the terms of this Work Order apply.

Partner Microsoft Affiliate
Name of Partner (please print)
Dell Marketing L.P.

Name
Microsoft Corporation
Signature Signature
Name of person signing (please print) Name of person signing (please print) Title of person signing (please print) Title of person signing (please print) Signature date Signature date (Effective Date)

Does Partner issue or require a Partner purchase order for the payment of Support Services? ☐ Yes or ☐No
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If no purchase order is required, Partner must complete “ Partner invoice information ” below and ensure it is accurate or revised in a timely manner. Further, the below “ Partner invoice information ” must be completed prior to: (a) Partner signing this Work Order; and (b) Microsoft invoicing Partner.

Partner invoice information
Name of Partner
Dell Marketing L.P.

Contact name (Receives invoices under this Agreement)
Accounts Payable
Street address
1 Dell Way
Contact e-mail address
[email protected]
City
Round Rock
State/Province
Texas
Phone
512-513-8363
Country
United States
Postal code
78682-7000
Fax

1. Definitions

1.1 “Additional Services” are additional support services as defined in the additional services appendix attached to Schedule 1 of this Work Order (“Additional Services Appendix”).

1.2 “Affiliate” has the meaning defined in the Agreement.

1.3 “Applicable Law” means the applicable law defined in the Agreement.

1.4 “End Customer” means an end customer to whom Microsoft provides services as identified in this Work Order.

1.5 “End Customer Agreement” means the agreement Partner enters into with End Customer for the provision of Support Services by Microsoft to End Customer.

1.6 “Fees” means the applicable total fees for the Support Services are shown in Section 3.1 below.

1.7 “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.

1.8 “MPSDPA” means Microsoft’s Product and Services Data Protection Addendum in effect on the effective date of this Work Order and available at https://aka.ms/eswodpa or successor site.

1.9 “Not-to-Exceed Price” means the amount that Partner may not exceed when determining the amount it charges to End Customer for the Support Services.

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

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

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1.12 “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.

1.13 “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.

1.14 “Professional Services” means the Support Services provided under this Work Order.

1.15 “Program Requirements” means the publicly available requirements imposed by Microsoft that a Partner must always meet and maintain compliance with to be eligible to participate, or to continue to participate, in the Unified Support Partner Broker Program.

1.16 “Representatives” means the employees, agents, contractors, advisors and consultants (each acting in such respective capacity) of a party or its Affiliate.

1.17 “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.

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

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

1.19 “Support Services” means the Unified Enterprise Support Services as described in the “Support services” section of the USSD, and any Additional Services purchased by Partner as set forth in Section 2 below. “Support Services” or “services” does not include Online Services, unless otherwise specifically noted.

1.20 “Support Services Term” means the period beginning on the Support Services Commencement Date and ending on the Support Services Expiration Date.

1.21 “Support Services Commencement Date” means the date on which Support Services will commence under this Work Order.

1.22 “Support Services Expiration Date” means the date on which Support Services expire under this Work Order.

1.23 “Taxes” means any national, federal, state, provincial or local taxes, fees, charges, surcharges, or other similar fees or charges arising as a result of or in connection with the transactions contemplated under this Work Order and include, but are not limited to, sales and use taxes, value added, goods and services, gross receipts taxes, utility user’s fees, municipal occupation and license taxes, excise taxes, business and occupations taxes, 911 taxes, franchise fees, universal service fund fees or taxes, regulatory cost recovery and other surcharges, taxes imposed or based on or with respect to or measured by any net or gross income or receipts (other than taxes based upon Microsoft’s net income and any gross receipts taxes imposed in lieu of taxes on the income or profits of Microsoft), franchise taxes, stamp taxes, taxes on doing business, duties, tariffs, levies, withholding taxes, and any taxes that arise on the distribution or provision of products or services by Partner to End Customer.

1.24 “Unified Support Partner Broker Program” means the Microsoft partner program that enables a Partner to purchase Support Services for delivery to End Customers in the jurisdictions in which the Partner is approved by Microsoft to sell. For the avoidance of doubt and notwithstanding the terms of the Agreement, the Unified Support Partner Broker Program is not a reseller program and does not authorize the Partner to distribute or resell Microsoft’s Products, Software, or Online Services.

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1.25 “USSD” means the then current 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.

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 USSD and incorporated herein by reference and (ii) the terms and conditions set forth in any Additional Services Appendix(s) 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 the End Customer Agreement.

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 Limited Warranty. 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 Partner 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 return to Partner the Fee(s) that Partner 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 Partner hereby waives any breach of warranty claims not made during the warranty period.

2.3 Support Services for Microsoft Products. During the Support Services Term, as defined in Section

10.2, Microsoft will provide Support Services to CA-CITY OF BAKERSFIELD (“End Customer”) or End Customer’s Affiliate(s) as defined the End Customer Agreement. Except as otherwise identified and 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(s) under the applicable licensing enrollments and agreements, as indicated in Appendix A of the End Customer Agreement. End Customer must be a legal entity (other than Partner or its Affiliates) that acquires Support Services for use as an end user. For clarity, such products and subscriptions exclude those purchased by any party that is not End Customer’s Affiliate as of the Effective Date.

2.4 No Internal Use Rights. Except as otherwise provided in this Work Order, Partner may not (a) use Support Services acquired under this Work Order for its own internal use or (b) distribute or otherwise transfer Support Services acquired under this Work Order to any Partner’s Affiliates for their internal use.

2.5 Support Services by Support Location. The Support Services are set forth below:

Table A-Support Services by Support Location
Broker - Unified Enterprise Support - 2025-26 Y1 USA - Commercial Unassigned 12/15/2025 - 12/14/2026
Quantity Service Service Type
Included Enterprise Advisory Support Hours As-needed Advisory Services Included Enterprise Azure Problem Resolution Hours As-
needed
Problem Resolution
Support
Included Enterprise On-demand Assessment On-Demand Assessment Docusign Envelope ID: AC5B443D-9878-45E2-A5DC-E8C260EB5401 UnifiedSupportPartnerBrokerWorkOrderUSSLGv3.2-Dell(NA)(US)(English)(Sep2025) Page 5 of 29 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
1 ea On-Demand Assessment - Setup and Config
Service As-needed
On-Demand Assessment
Remote

Broker - Enhanced Designated Engineering | Modern Work - 2025-26 Y1 USA - Commercial Unassigned 12/15/2025 - 12/14/2026
Quantity Service Service Type
Included Service Delivery Management Extended Service Delivery Management
200 hr Enhanced Designated Engineering Modern
Work
Designated Support
Engineering

Broker-Unified Proactive Services Add on |Unified Proactive Svcs Enterprise Modern Work - 2025-26 Y1 USA - Commercial Unassigned 12/15/2025 - 12/14/2026 Quantity Service Service Type
1 ea Onsite Visit Onsite Support

Unified Enterprise Support Broker Add-on - 2025-26 Y1 USA - Unassigned 12/15/2025 - 12/14/2026
Commercial
Quantity Service Service Type
1 ea Unified Support Broker transaction Administrative

Broker - Unified Enterprise Support - 2026-27 Y2 USA - Commercial Unassigned 12/15/2026 - 12/14/2027
Quantity Service Service Type
Included Enterprise Advisory Support Hours As-needed Advisory Services Included Enterprise Azure Problem Resolution Hours As-
needed
Problem Resolution
Support
Included Enterprise On-demand Assessment On-Demand Assessment Included Enterprise On-Demand Education On-Demand Education Included Enterprise Online Support Portal Administrative Docusign Envelope ID: AC5B443D-9878-45E2-A5DC-E8C260EB5401 UnifiedSupportPartnerBrokerWorkOrderUSSLGv3.2-Dell(NA)(US)(English)(Sep2025) Page 6 of 29 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
1 ea On-Demand Assessment - Setup and Config
Service As-needed
On-Demand Assessment
Remote

Broker - Enhanced Designated Engineering | Modern Work - 2026-27 Y2 USA - Commercial Unassigned 12/15/2026 - 12/14/2027
Quantity Service Service Type
Included Service Delivery Management Extended Service Delivery Management
200 hr Enhanced Designated Engineering Modern
Work
Designated Support
Engineering

Broker-Unified Proactive Services Add on |Unified Proactive Svcs Enterprise Modern Work - 2026-27 Y2 USA - Commercial Unassigned 12/15/2026 - 12/14/2027 Quantity Service Service Type
1 ea Onsite Visit Onsite Support

Unified Enterprise Support Broker Add-on - 2026-27 Y2 USA - Commercial Unassigned 12/15/2026 - 12/14/2027
Quantity Service Service Type
1 ea Unified Support Broker transaction Administrative

Broker - Unified Enterprise Support - 2027-28 Y3 USA - Commercial Unassigned 12/15/2027 - 12/14/2028
Quantity Service Service Type
Included Enterprise Advisory Support Hours As-needed Advisory Services Included Enterprise Azure Problem Resolution Hours As-
needed
Problem Resolution
Support
Included Enterprise On-demand Assessment On-Demand Assessment Included Enterprise On-Demand Education On-Demand Education Included Enterprise Online Support Portal Administrative Included Enterprise Problem Resolution Hours As-
needed
Problem Resolution
Support
Docusign Envelope ID: AC5B443D-9878-45E2-A5DC-E8C260EB5401 UnifiedSupportPartnerBrokerWorkOrderUSSLGv3.2-Dell(NA)(US)(English)(Sep2025) Page 7 of 29 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
1 ea On-Demand Assessment - Setup and Config
Service As-needed
On-Demand Assessment
Remote

Broker - Enhanced Designated Engineering | Modern Work - 2027-28 Y3 USA - Commercial Unassigned 12/15/2027 - 12/14/2028
Quantity Service Service Type
Included Service Delivery Management Extended Service Delivery Management
200 hr Enhanced Designated Engineering Modern
Work
Designated Support
Engineering

Broker-Unified Proactive Services Add on |Unified Proactive Svcs Enterprise Modern Work - 2027-28 Y3 USA - Commercial Unassigned 12/15/2027 - 12/14/2028 Quantity Service Service Type
1 ea Onsite Visit Onsite Support

Unified Enterprise Support Broker Add-on - 2027-28 Y3 USA - Commercial Unassigned 12/15/2027 - 12/14/2028
Quantity Service Service Type
1 ea Unified Support Broker transaction Administrative

3. Fees and Payment Terms

3.1 Fees.

The items listed in Table A of Section 2 above represent the Support Services that Partner has prepurchased during the Support Services Term, and the applicable total Fees are shown in Table B below. Microsoft Support Services are non -refundable and prepaid at year one and subsequent anniversaries of the Support Commencement Date.

Before Microsoft commences the provision of Support Services, Microsoft must receive: (a) a signed copy of this Work Order, and (b) any of the following for Support Services Fees: (i) Partner’s payment, (ii) a purchase order from Partner, or (iii) if applicable, completed Partner invoice information above.

End Customer is responsible for providing PO to Partner prior to Year 1 billing date as defined in Billing Schedule (“Billing Date”), prior to Year 2 Billing Date, and prior to Year 3 Billing Date. If End Customer PO has not been received by then, Partner will not be required to make Docusign Envelope ID: AC5B443D-9878-45E2-A5DC-E8C260EB5401 UnifiedSupportPartnerBrokerWorkOrderUSSLGv3.2-Dell(NA)(US)(English)(Sep2025) Page 8 of 29 • Year 2 payment until End Customer PO has been received in the full amount as referenced in Services Summary Total Fees Year 2, or ninety (90) calendar days from Year 2 Billing Date, whichever is earlier, and
• Year 3 payment until End Customer PO has been received in the full amount as referenced in Services Summary Total Fees Year 3, or ninety (90) calendar days from Year 3 Billing Date, whichever is earlier.

If the Partner requests any changes to the Support Services to be provided hereunder, Microsoft reserves the right to adjust the Fees prior to accepting any changes to the Support Services ordered herein.

Table B-Fees
The Fees described above are based on Microsoft’s tiered rate structure along with the total amount paid to Microsoft by Partner 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 the End Customer Agreement of this Work Order (collectively, the “End Customer Appraised Product Spend”) to calculate the Fees for the Support Services Term.

Prior to each anniversary of the Support Commencement Date, End Customer’s Appraised Product Spend (the “End Customer Actual Product Spend ”) will be re-calculated. If the End Customer Actual Product Spend increases by more than 10% above the Appraised Product Spend shown for that year in the table above, Microsoft will recalculate the associated Fees. The recalculated Fees will be based on the End Customer Actual Product Spend and the Support Service rates listed in the Support Services Rate Table below. Microsoft will invoice the Partner for the difference between the recalculated price and the original scheduled Fees subtotal from the table above (“Adjusted Fees”). Partner agrees to pay Microsoft such additional amounts as defined in the Payment Terms below.

Support Services
Fee Summary
Year 1
12/15/2025
-
12/14/2026
Year 2
12/15/2026
-
12/14/2027
Year 3
12/15/2027
-
12/14/2028

Total(USD)
Appraised Product Spend 1,407,682.00 1,407,682.00 1,407,682.00 4,223,046.00 Unified Base Ent 108,824.66 108,824.66 108,824.66 326,473.98 Microsoft Strategic
Investment (39,608.00) (32,647.00) (32,647.00) (104,902.00) Sub-Total: Unified Ent 69,216.66 76,177.66 76,177.66 221,571.98 EDE Modern Work 77,020.00 79,716.80 82,504.80 239,241.60 Pro Svs Ent AddOn ModWork 2,000.00 2,000.00 2,000.00 6,000.00 Unified Supp Proact Svs Ent 0.00 0.00 0.00 0.00
Add-Ons 79,020.00 81,716.80 84,504.80 245,241.60
Flex Allowance (25,000.00) (25,000.00) (25,000.00) (75,000.00) Sub-Total Add-Ons 54,020.00 56,716.80 59,504.80 170,241.60 Total Fees (excluding taxes) 123,236.66 132,894.46 135,682.46 391,813.58 Docusign Envelope ID: AC5B443D-9878-45E2-A5DC-E8C260EB5401 UnifiedSupportPartnerBrokerWorkOrderUSSLGv3.2-Dell(NA)(US)(English)(Sep2025) Page 9 of 29 Appraised Product Spend by Category
Server User Azure TOTAL
Year 1 USD 129,810.25 USD
1,277,740.69 USD 130.89 USD 1,407,682.00
Year 2 USD 129,810.25 USD
1,277,740.69 USD 130.89 USD 1,407,682.00
Year 3 USD 129,810.25 USD
1,277,740.69 USD 130.89 USD 1,407,682.00

Discount Rate Table
Year Microsoft Unified Enterprise Discount
Rate
Year 2 30%
Year 3 30%

Unified Enterprise Graduated Pricing Rate Table
Infrastructure User
Product Spend Azure On-Prem Server Product Spend Modern Work, Biz Apps, On-Prem User
$0 to $1.8M 10% 10% $0 to $1.5M 7.5%
$1.8M to $6M 7% 7% $1.5M to $3M 6.5%
$6M to $12M 5% 5% $3M to $6M 5.5%
$12M to $30M 3% 3% $6M to $15M 4.5%
$30M to $60M 2.25% 2.25% >$15M 3.5%
$60M to $120M 2% 2%
>$120M 1.75% 1.75%

All product spend amounts in the Unified Enterprise Graduated Pricing Rate Table are shown in USD. The minimum recalculated Microsoft Unified Enterprise fees is $50,000.

Billing Schedule Billing Date
(M/d/yyyy)
Fee USD
Year 1 12/15/2025 123,236.66
Year 2 12/15/2026 132,894.46
Year 3 12/15/2027 135,682.46
Total Fees (excluding taxes) $391,813.58
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3.2 Payment Terms. Microsoft invoices are payable in full, pursuant to the then-current payment terms between Partner and Microsoft as defined in the Restated Omnibus Payment Terms Amendment to Covered Agreements, effective as of July 31, 2023, which is subject to future amendment. For purposes of the Restated Omnibus Payment Terms Amendment to Covered Agreements, the Work Order is considered a Covered Agreement as defined in Section 2(d), Additional Covered Agreements, of that amendment.

For clarity, the inability of Partner to collect the payment for any Support Services herein from End Customer does not affect the Partner’s obligation to pay Microsoft any Fees due and owing under the terms of this Work Order.

3.3 Not-to-Exceed Price. Partner may, in its sole discretion, determine the amount it charges End Customer for the Support Services provided that such an amount may not exceed the specified Fees.

For clarity, the Not -to-Exceed Price will be increased if Microsoft invoices Partner for the difference between the Fees above and the Adjusted Fees. Partner may disclose this potential addition to the NTE price in the End Customer Agreement.

Partner may offer any further discounts or rebates for the Support Services to End Customer at Partner’s full discretion. Partner has full discretion to negotiate and determine the price for any other services and products it offers End Customer.

In documents where Partner is communicating final pricing to End Customer, Partner shall separately itemize Fees attributed to the Support Services from any other charges contained in such document, except when such itemization is prohibited by Applicable Law or by End Customer in published restrictions that are publicly available. Notwithstanding Section 9 below and to the extent permitted by Applicable Law, Microsoft reserves the right to verify compliance with this

Section 3.3, including but not limited to requesting copies of final pricing documentation from either Partner or End Customer, and Partner agrees to provide, and work in good faith with the End Customer to provide, such requested documentation within fourteen (14) calendar days of Microsoft’s request. If Partner is prohibited from providing the abovementioned itemization by Applicable Law or by End Customer in published restrictions that are publicly available, Partner will instead deliver to Microsoft evidence of such prohibition and an End Customer price breakdown showing Microsoft the amount attributed to the Support Services. In addition, Partner acknowledges that Microsoft may contact End Customer directly to enforce Microsoft’s rights set forth in this Section 3.3 and Partner will provide Microsoft with true, accurate, current, and complete information, including contact information, for End Customer as requested by Microsoft and will cooperate with Microsoft and End Customer, including by providing any required consents, for End Customer to provide Microsoft with the requested documentation.

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4. End Customer Information

4.1 End Customer Location.

End Customer Information
End Customer Name

CA-CITY OF BAKERSFIELD
Street Address
1600 Truxtun Avenue
City

BAKERSFIELD
State/Province
California
Country
United States
Postal Code
93301-5141

4.2 End Customer Support Contact(s). End Customer support contact is set forth below and any changes to the named contacts should be submitted to the Microsoft Contact.

Name of End Customer Support Services Administrator
Ebony Williams
Street Address
1600 Truxtun Avenue , CA
Contact e-mail address
[email protected]
City

BAKERSFIELD
State/Province
CA
Phone
Country
United States
Postal code
93301
Fax

5. End Customer Agreement
Partner will use commercially reasonable efforts to enter into an End Customer Agreement and incorporate, in an enforceable manner, (i) the complete content of the terms and conditions set forth in Schedule 1 , attached hereto and incorporated by reference, to the maximum extent permitted by Applicable Law. Partner acknowledges and agrees that Microsoft is a third-party beneficiary of such End Customer Agreement or, if the Applicable Law does not recognize the rights of, or existence of, third - party beneficiaries, Partner is a trustee of Microsoft for the limited purpose of holding in trust for

Microsoft the rights and benefits (including covenants, acknowledgements, waivers, disclaimers, limitations of liability and indemnities) set out therein in favor of Microsoft, including in its capacity as a supplier, contractor or subcontractor of Partner. Microsoft reserves the right, in its sole discretion, to suspend or terminate the provision of Support Services to End Customer in response to violation(s) of any of the terms of the End Customer Agreement, and Microsoft will have no liability to Partner or End Customer as a result of any such suspension or termination.

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Partner will be solely responsible for all claims, warranties, or representations made by Partner or Partner’s Representatives.

6. Limitation of Liability

6.1 THE TOTAL CUMULATIVE LIABILITY (IF ANY) OF EITHER PARTY TO THE OTHER UNDER THIS AGREEMENT IS LIMITED TO DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED 100% OF THE FEES

PAID, DUE OR OWING BY PARTNER TO MICROSOFT UNDER THE APPLICABLE WORK ORDER UNDER WHICH THE SERVICES GIVING RISE TO THE CLAIM WERE PROVIDED DURING THE 12 -MONTH PERIOD PRIOR TO THE DATE ON WHICH THE RIGHT TO ASSERT A CLAIM FIRST AROSE.

6.2 TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY

DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS

INFORMATION OR DATA, OR FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES.

6.3 THE LIMITATIONS ON LIABILITY AND ALLOWABLE DAMAGES DESCRIBED ABOVE WILL NOT APPLY TO EITHER PARTY’S (I) LIABILITIES FOR UNAUTHORIZED USE OR UNAUTHORIZED DISPOSITION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY; (II) VIOLATION OF THE CONFIDENTIALITY

OBLIGATIONS IN THIS AGREEMENT (EXCEPT FOR ALL LIABILITY RELATED TO PROFESSIONAL SERVICES DATA, WHICH WILL REMAIN SUBJECT TO THE LIMITATIONS AND EXCLUSIONS ABOVE); (III) OBLIGATIONS TO DEFEND AND PAY CLAIMS (INCLUDING THOSE ARISING FROM PERSONAL INJURY OR DEATH); (IV) BREACH OF THE BUSINESS INTEGRITY PRINCIPLES SECTION OF THE AGREEMENT; OR (V) FRAUD. MICROSOFT AND PARTNER AGREE THAT ALL LIMITATIONS ON

LIABILITY AND EXCLUSIONS ON ALLOWABLE DAMAGES SHALL APPLY EVEN IF ANY REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

6.4 MICROSOFT AND PARTNER AGREE THAT A PARTY’S LIABILITY FOR ANY DAMAGES OR INDEMNITY

SHALL BE REDUCED TO THE EXTENT THAT THE OTHER PARTY OR ITS AGENTS CAUSED OR CONTRIBUTED TO THE HARM GIVING RISE TO THE DAMAGES OR INDEMNITY OBLIGATION.

7. Defense of Third-Party Claims

7.1 Each Party will defend the other against any Third-Party Claims. “Third-Party Claim” means any third- party claims or allegations against the Party being defended that arise out of or relate to any default or breach or alleged default or breach of the Agreement or any associated Work Order by the defending Party, or any other act or omission by the defending Party that constitutes infringement or misuse of intellectual property rights, gross negligence or willful misconduct.

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7.2 If there is an adverse final judgment (or settlement to which the Party being defended consents) resulting from any Third-Party Claims, the Defending Party will pay it for the Party being defended.

The Party being defended will promptly notify the defending Party in writing of any Third -Party Claim, specify the nature of the Third -Party Claim and the relief the third party seeks. The Party being defended will give the defending Party reasonable assistance in defending the Third -Party Claim. At the Party’s being defended option and cost, it may participate in the selection of counsel, defense and settlement of any Third -Party Claims covered by this section. If the Party being defended decides to participate in the defense of a Third-Party Claim, the Party defending and the Party being defended will work together in good faith to reach decisions about defending the Third- Party Claim. The defending Party must have the Party’s being defended written consent before settling any Third -Party Claim, which consent the Party being defended will not unreasonably withhold.

8. Microsoft Professional Services Data Protection
“Professional 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 Professional Services.

The MPSDPA data protection terms applying to Professional Services in effect on the effective date of this Work Order and available at https://aka.ms/dpa are incorporated herein by this reference.

For liability arising out of either party’s confidentiality obligations relating to Professional Services Data provided under this Work Order, each party’s maximum, aggregate liability to the other is limited to direct damages finally awarded in an amount not to exceed the amounts Partner paid for the applicable Professional Services under this Work Order.

End Customer agrees to meet the customer obligations within the MPSDPA, and that for purposes of this agreement 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”.

Partner acknowledges and agrees that it will enforce and, as necessary, assist Microsoft in enforcing, End Customer to comply with the customer obligations within the MPSDPA, in particular in the sections “Compliance with Laws”, “Scope”, “Processing of Personal Data; GDPR”, “Data Transfers”, “Notice and Controls on Use of Subprocessors”, “Biometric Data”, “Standard Contractual Clauses (Processors) for Professional Services” and “European Union General Data Protection Regulation Terms” on Microsoft’s behalf.

If Partner accesses or controls Professional Services Data under the MPSDPA, then Partner is also subject to the terms of the MPSDPA.

9. Verifying Compliance

9.1 Right to Verify Compliance. Partner must keep records relating to (a) Partner’s agreements with an End Customer related to Support Services, (b) Partner’s compliance with the Agreement and this Work Order, including the Program Requirements, and (c) Partner must respond to all reasonable Microsoft requests related to the Unified Support Partner Broker Program and provide any requested documentation. Microsoft has the right, at Microsoft’s expense, to verify such records, responses and compliance. Microsoft may perform verification or engage an independent auditor, and Partner must provide Microsoft or the independent auditor with any information Microsoft or the auditor reasonably requests in furtherance of the verification, including visible access to systems Docusign Envelope ID: AC5B443D-9878-45E2-A5DC-E8C260EB5401 UnifiedSupportPartnerBrokerWorkOrderUSSLGv3.2-Dell(NA)(US)(English)(Sep2025) Page 14 of 29 and other information and evidence. Partner must provide, without undue delay, the foregoing information and access upon Microsoft’s request or the request of the independent auditor.

9.2 Verification Process. For requests or verifications under this Verifying Compliance section, Microsoft will notify Partner at least thirty (30) calendar days in advance of Microsoft’s intent to verify Partner’s compliance with the Agreement or this Work Order. If an independent auditor is used, Microsoft will ensure the independent auditor is subject to a confidentiality obligation sufficient to cover the auditor’s engagement with Partner for the verification process. Partner may, at Partner’s discretion, also require a mutually agreeable confidentiality agreement with an independent auditor for access to premises, data, and systems. Such confidentiality agreement between Partner and the auditor must be completed within fourteen (14) calendar days of such request and shall not restrict the ability for the independent auditor to accurately verify compliance and share the resulting information with Microsoft. Any information collected will be used solely for purposes of determining Partner’s compliance. This verification will take place during normal business hours and Microsoft or the auditor as applicable will make commercially reasonable efforts not to interfere with Partner’s operations during the course of the audit.

9.3 Remedies for Non-compliance. If verification reveals any non-compliance with the Agreement this Work Order, then Partner will (a) provide Microsoft with a documented corrective action plan (“Corrective Action Plan”) within fourteen (14) calendar days from notification of non -compliance; and (b) upon Microsoft’s request, reimburse Microsoft for the costs Microsoft incurred in obtaining the verification. Partner will ensure the Corrective Action Plan includes a proposed solution, the time frame for the changes, and the person(s) responsible for Partner’s implementation of the Corrective Action Plan. By exercising the rights and procedures described above, Microsoft does not waive Microsoft’s rights to enforce the Agreement or this Work Order by any other legal or contractual means.

10. Term and Termination

10.1 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.

10.2 Support Services Term. The Support Services Commencement Date is 12/15/2025 the Support Services Expiration Date is 12/14/2028.

10.3 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 cure a 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: (a) breach of the confidentiality terms between the Parties,
(b) failure to comply with the requirements and obligations outlined in Section 3 (Business Conduct) of the Agreement or Partner’s failure to meet the Program Requirements at any time, (c) any infringement, misappropriation, or violation of Microsoft’s intellectual property rights, or (d) Partner’s breach of the core terms of an agreement between Partner and Microsoft or a Microsoft Affiliate (in the case of termination by Microsoft).

10.4 Suspension of Support Services. To the extent permitted by the Applicable Law, Microsoft reserves the right, in its sole discretion, to suspend the provision of the Support Services to End Docusign Envelope ID: AC5B443D-9878-45E2-A5DC-E8C260EB5401 UnifiedSupportPartnerBrokerWorkOrderUSSLGv3.2-Dell(NA)(US)(English)(Sep2025) Page 15 of 29 Customer if the End Customer breaches any of the terms of the End Customer Agreement, and Microsoft will have no liability to Partner or End Customer because of any such suspension.

10.5 Effect of Termination of Work Order. If this Work Order is terminated or expires, End Customer’s right to receive Support Services from Microsoft under this Work Order will be terminated.

10.6 Effect of Termination of Agreement. If the Agreement is terminated for any reason or a Partner is no longer a participant in the Unified Support Partner Broker Program, a) the provisions of the Agreement, as incorporated into this Work Order, will remain applicable until the expiration or termination of this Work Order, except that, if the Agreement is terminated by Microsoft because of a Partner’s breach, Microsoft may also terminate this Work Order and withhold Support Services to End Customer, and b) any future transactions for an End Customer for which Partner had entered into this Work Order with will be redirected to another participating partner in the Unified Support Partner Broker Program, and no further amendments to this Work Order will be allowed.

10.7 Termination without Cause. If the End Customer terminates the End Customer Agreement with the Partner without cause prior to the Support Services Expiration Date, Partner may terminate this Work Order no sooner than the date the End Customer Agreement is terminated. Partner will give Microsoft not less than thirty (30) days’ prior written notice of request to terminate this Work Order.

Notwithstanding anything to the contrary in Section 3.1 (Fees), the unconsumed portion of prepaid Support Services as of the date of termination of this Work Order will be credited against future support services purchased from Microsoft by Partner. Microsoft may require written confirmation of such terminations without cause to process such terminations. Neither party will have to pay the other party any costs or damages resulting from termination of this Work Order under this section.

11. Additional Representations

11.1 Authority. Each Party represents and warrants that it has the right, power, and authority to enter into this Work Order and perform according to its terms.

11.2 Program Requirements. Partner represents and warrants that Partner meets and shall continue to meet any requirements specified by Microsoft as part of the Program Requirements throughout the Term. Program Requirements may be updated periodically at Microsoft’s discretion.

11.3 Microsoft Partner Program Membership Requirement. Throughout the term of this Agreement, Partner will enroll and maintain status as an enrolled member in a Microsoft partner program (“Partner Program”), including but not limited to the Microsoft AI Cloud Partner Program (formerly known as the Microsoft Partner Network or the Microsoft Cloud Partner Program) or any successor Microsoft partner program. The terms governing Partner’s participation in the Partner Program (the “Partner Program Agreement”) are hereby incorporated into this Agreement. Except to the extent this Agreement expressly provides otherwise, all Partner obligations under the Partner Program Agreement apply to Partner’s participation hereunder.

11.4 Performance of Support Services. 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). Partner acknowledges and agrees that it will not represent or imply that it delivers any of the Support Services.

11.5 Costs. Each Party will bear its own costs of performance under this Work Order (for clarity, Partner will bear its own costs for participation in the Unified Support Partner Broker Program), unless otherwise specified.

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11.6 No Obligation. Except where otherwise explicitly stated or set forth in this Work Order, nothing obligates (a) Microsoft to make available any Microsoft products or services, or (b) Partner to purchase any Microsoft products or services.

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.

12.2 Assignment. Microsoft may assign this Work Order to an Affiliate and will notify the Partner of such assignment, provided that such assignment does not materially affect the continuity of the Support Services under this Work Order. 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 obligations under the assigned agreement. Any attempted assignment without required approval will be void.

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

12.4 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.

12.5 No third-party beneficiaries. Except as specified in the Agreement or Work Order, neither Party maintains any third-party beneficiary rights.

12.6 Survival. To the extent permitted by Applicable Law, all provisions survive termination or expiration of this Work Order except those requiring performance only during the term of the Work Order.

12.7 Taxes. Any amounts Partner must pay Microsoft under this Work Order do not include any Taxes unless otherwise specified on the invoice as tax inclusive. Except as otherwise specified on the invoice, Partner is responsible for paying any applicable Taxes on or with respect to its activities in connection with this Work Order, if any, and Microsoft will have no responsibility for the payments.

Partner must pay or reimburse Microsoft for all Taxes which are permitted to be collected by Microsoft under Applicable Law. Partner may provide Microsoft with valid exemption certificates in which case Microsoft will not charge the Taxes covered by such certificate, and further Microsoft will be under no obligation to apply credits for any periods for which Partner has not timely submitted the relevant exemption certificate. If Partner is in a jurisdiction that utilizes VAT/GST numbers for tax identification purposes, it will provide Microsoft with its valid VAT/GST number if requested.

If income taxes are required to be withheld by any government on payments to Microsoft, Partner may deduct such Taxes from the amount owed to Microsoft and pay them to the appropriate taxing authority; provided however, that Partner promptly secures and delivers an official receipt for those withholdings and other documents reasonably requested by Microsoft to claim a foreign tax credit or refund. Partner will ensure that any Taxes withheld are minimized to the extent possible under Applicable Law. Partner remains obligated to pay Microsoft for the amount of tax withheld until Partner provides Microsoft with the official receipt and other documents reasonably requested. The withholding taxes referred to in this section apply to withholding taxes required by the taxing authorities on payments to Microsoft only and do not include any withholding taxes suffered by Partner for payments made to Partner by End Customer. Those withholding taxes will be Partner’s financial responsibility. This tax section shall govern the treatment of all Taxes arising as a result of or in connection with this Work Order notwithstanding any other section or any other document included in this Work Order.

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12.8 Dispute resolution. When bringing an action arising under this Work Order, the Parties agree to the following exclusive venues:
(i) If Microsoft brings the action, the venue will be where Partner has its headquarters. (ii) For any actions brought by Partner, the venue will be where the Microsoft Affiliate executing the Work Order has its headquarters.

The Parties consent to personal jurisdiction in the agreed venue. This choice of venue does not prevent either Party from seeking injunctive relief in any appropriate jurisdiction with respect to a violation of intellectual property rights or confidentiality obligations.

13. Public End Customer Terms and Conditions
Parties acknowledge that End Customer may require End Customer Agreement modifications, and parties agree to negotiate in good faith regarding any End Customer Agreement changes requested by the End Customer, as identified by Partner, before this Work Order is executed.

14. Attachments
The following documents are attached at the execution of this Work Order:
 Schedule 1: End Customer Agreement

15. Microsoft Contact
Microsoft contact for questions and notices about this Work Order.

Microsoft contact name
Luis Guaricapa
Phone Contact e-mail address
[email protected]
Docusign Envelope ID: AC5B443D-9878-45E2-A5DC-E8C260EB5401 UnifiedSupportPartnerBrokerWorkOrderUSSLGv3.2-Dell(NA)(US)(English)(Sep2025) Page 18 of 29 Schedule 1
End Customer Agreement for Microsoft Support Services
(“End Customer Agreement”)
This End Customer Agreement states the terms and conditions that apply specifically to Unified Support Services and describe the Support Services to be provided to End Customer. The attached Appendices are incorporated into this End Customer Agreement and apply to Support Services.

1. Definitions

1.1 “Additional Services” are additional Support Services described in any additional services appendix (“Additional Services Appendix”) to this End Customer Agreement.

1.2 “Confidential Information” means a party's non -public information, know -how, or trade secrets that (a) the party designates as being confidential; or (b) given the nature of the disclosure or circumstances surrounding the disclosure, reasonably should be treated as confidential by the receiving party. Confidential Information does not include information that: (1) the receiving party already knew without an obligation to maintain the information as confidential; (2) the receiving party received from a third party without breach of an obligation of confidentiality owed to the other party; (3) the receiving party independently developed; or (4) becomes publicly known through no wrongful act of the receiving party.

1.3 “End Customer” CA -CITY OF BAKERSFIELD is Partner’s end customer specified in the Partner Work Order to whom Microsoft will deliver the Support Services as described below. End Customer must also be a legal entity (other than Partner or an End Customer Affiliate) that acquires Support Services for use as an end user.

1.4 “End Customer Affiliate” means, with regard to End Customer, any government agency, department, office, instrumentality, division, unit or other entity of End Customer’s state or local government that is supervised by or is part of End Customer, or which supervises End Customer or of which End Customer is a part, or which is under common supervision with End Customer; together with, as mandated by law, any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality located within End Customer’s state jurisdiction and geographic boundaries; provided that a state and its affiliates shall not, for purposes of this definition, be considered to be an End Customer Affiliate of the federal government and its affiliates.

1.5 “End Customer Data” means all data, including all text, sound, software, image or video files that are provided to Microsoft or any Microsoft Affiliate by End Customer or any End Customer Affiliate through use of Online Services.

1.6 “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.

1.7 “Microsoft” means Microsoft Corporation

1.8 “Microsoft Affiliate” means any legal entity that controls, is controlled by, or that is under common control with Microsoft. “Control” means ownership of more than a 50% interest of voting securities in an entity or the power to direct the management and policies of an entity.

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

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1.10 “Partner” Dell Marketing L.P.is the legal entity that executed the Unified Support Work Order with Microsoft.

1.11 “Partner Agreement” is the executed master agreement that governs how Microsoft and Partner work together in the context of the Unified Support Partner Broker Program.

1.12 “Partner Work Order” is the executed Microsoft Unified Enterprise Support Partner Broker Work Order number UCU02512-1036386-1036386 between Microsoft and the Partner that provides for the delivery of Support Services to End Customer, including any Additional Services Appendix(s).

1.13 “Pre-existing Work” means any computer code or other written materials developed or otherwise obtained independent of this End Customer Agreement.

1.14 “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.

1.15 “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.

1.16 “Professional Services” means the Support Services provided under the Partner Work Order.

1.17 “Representatives” means the employees, agents, contractors, advisors and consultants (each acting in such respective capacity) of Microsoft, a Microsoft Affiliate, End Customer, or an End Customer Affiliate.

1.18 “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.

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

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

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

1.21 “Support Services Data” means all data, including all text, sound, video, image files, or software, that are provided to Microsoft by End Customer or End Customer’s Affiliate(s) (or that End Customer or End Customer Affiliate(s) authorize Microsoft to obtain from an Online Service) or otherwise obtained or processed by Microsoft through an engagement with Microsoft to obtain Support Services.

1.22 “Support Services Commencement Date” means the date on which Support Services will commence under this End Customer Agreement.

1.23 “Support Services Expiration Date” means the date on which Support Services expire under this End Customer Agreement.

1.24 “Support Services Term” means the period beginning on the Support Services Commencement Date and ending on the Support Services Expiration Date.

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- Docusign Envelope ID: AC5B443D-9878-45E2-A5DC-E8C260EB5401 UnifiedSupportPartnerBrokerWorkOrderUSSLGv3.2-Dell(NA)(US)(English)(Sep2025) Page 20 of 29 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 End Customer Agreement.

Microsoft may update the Support Services purchased under the Partner 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 to CA-CITY OF BAKERSFIELD (“End Customer ”) or End Customer 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 Affiliate(s) under the applicable licensing enrollments and agreements, as indicated in Appendix A.

2.3 Support Services by Support Location . The Support Services to be provided to End Customer or End Customer Affiliate(s) are set forth below:

Support Services by Support Location

Broker - Unified Enterprise Support - 2025-26 Y1 USA - Commercial Unassigned 12/15/2025 - 12/14/2026
Quantity Service Service Type
Included Enterprise Advisory Support Hours As-needed Advisory Services Included Enterprise Azure Problem Resolution Hours As-
needed
Problem Resolution
Support
Included Enterprise On-demand Assessment On-Demand Assessment 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
1 ea On-Demand Assessment - Setup and Config
Service As-needed
On-Demand Assessment
Remote

Broker - Enhanced Designated Engineering | Modern Work - 2025-26 Y1 USA - Commercial Unassigned 12/15/2025 - 12/14/2026
Quantity Service Service Type
Docusign Envelope ID: AC5B443D-9878-45E2-A5DC-E8C260EB5401 UnifiedSupportPartnerBrokerWorkOrderUSSLGv3.2-Dell(NA)(US)(English)(Sep2025) Page 21 of 29 Included Service Delivery Management Extended Service Delivery Management
200 hr Enhanced Designated Engineering Modern
Work
Designated Support
Engineering

Broker-Unified Proactive Services Add on |Unified Proactive Svcs Enterprise Modern Work - 2025-26 Y1 USA - Commercial Unassigned 12/15/2025 - 12/14/2026 Quantity Service Service Type
1 ea Onsite Visit Onsite Support

Unified Enterprise Support Broker Add-on - 2025-26 Y1 USA - Unassigned 12/15/2025 - 12/14/2026
Commercial
Quantity Service Service Type
1 ea Unified Support Broker transaction Administrative

Broker - Unified Enterprise Support - 2026-27 Y2 USA - Commercial Unassigned 12/15/2026 - 12/14/2027
Quantity Service Service Type
Included Enterprise Advisory Support Hours As-needed Advisory Services Included Enterprise Azure Problem Resolution Hours As-
needed
Problem Resolution
Support
Included Enterprise On-demand Assessment On-Demand Assessment 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
1 ea On-Demand Assessment - Setup and Config
Service As-needed
On-Demand Assessment
Remote

Broker - Enhanced Designated Engineering | Modern Work - 2026-27 Y2 USA - Commercial Unassigned 12/15/2026 - 12/14/2027
Quantity Service Service Type
Docusign Envelope ID: AC5B443D-9878-45E2-A5DC-E8C260EB5401 UnifiedSupportPartnerBrokerWorkOrderUSSLGv3.2-Dell(NA)(US)(English)(Sep2025) Page 22 of 29 Included Service Delivery Management Extended Service Delivery Management
200 hr Enhanced Designated Engineering Modern
Work
Designated Support
Engineering

Broker-Unified Proactive Services Add on |Unified Proactive Svcs Enterprise Modern Work - 2026-27 Y2 USA - Commercial Unassigned 12/15/2026 - 12/14/2027 Quantity Service Service Type
1 ea Onsite Visit Onsite Support

Unified Enterprise Support Broker Add-on - 2026-27 Y2 USA - Commercial Unassigned 12/15/2026 - 12/14/2027
Quantity Service Service Type
1 ea Unified Support Broker transaction Administrative

Broker - Unified Enterprise Support - 2027-28 Y3 USA - Commercial Unassigned 12/15/2027 - 12/14/2028
Quantity Service Service Type
Included Enterprise Advisory Support Hours As-needed Advisory Services Included Enterprise Azure Problem Resolution Hours As-
needed
Problem Resolution
Support
Included Enterprise On-demand Assessment On-Demand Assessment 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
1 ea On-Demand Assessment - Setup and Config
Service As-needed
On-Demand Assessment
Remote

Broker - Enhanced Designated Engineering | Modern Work - 2027-28 Y3 USA - Commercial Unassigned 12/15/2027 - 12/14/2028
Quantity Service Service Type
Docusign Envelope ID: AC5B443D-9878-45E2-A5DC-E8C260EB5401 UnifiedSupportPartnerBrokerWorkOrderUSSLGv3.2-Dell(NA)(US)(English)(Sep2025) Page 23 of 29 Included Service Delivery Management Extended Service Delivery Management
200 hr Enhanced Designated Engineering Modern
Work
Designated Support
Engineering

Broker-Unified Proactive Services Add on |Unified Proactive Svcs Enterprise Modern Work - 2027-28 Y3 USA - Commercial Unassigned 12/15/2027 - 12/14/2028 Quantity Service Service Type
1 ea Onsite Visit Onsite Support

Unified Enterprise Support Broker Add-on - 2027-28 Y3 USA - Commercial Unassigned 12/15/2027 - 12/14/2028
Quantity Service Service Type
1 ea Unified Support Broker transaction Administrative

2.4 Limited Warranty. 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 End 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 return to Partner the Fee(s) that Partner paid for those services 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 End Customer’s sole remedy for breach of the warranty in this section, and End Customer and Partner hereby waive any breach of warranty claims not made during the warranty period .

3. Prerequisites and assumptions
Microsoft delivery of Support Services to End Customer or End Customer Affiliate(s) is based upon the following prerequisites and assumptions:
• Any add-ons to Support Services that End Customer requests to purchase during the term of the Partner Work Order must be purchased under the existing Partner Work Order. • Microsoft’s performance of Support Services is dependent on End Customer’s or End Customer Affiliate(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 this End Customer Agreement.
• Microsoft may use contractors to perform services but will be responsible for their performance. • End Customer acknowledges that Microsoft may contact End Customer directly to verify End Customer’s or End Customer Affiliate(s) compliance with this End Customer Agreement and Partner’s compliance with the Partner Work Order. For purposes of such verification, if requested by Microsoft, End Customer agrees that it will provide Microsoft with requested information within Docusign Envelope ID: AC5B443D-9878-45E2-A5DC-E8C260EB5401 UnifiedSupportPartnerBrokerWorkOrderUSSLGv3.2-Dell(NA)(US)(English)(Sep2025) Page 24 of 29 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. • End Customer acknowledges and agrees that:
o Microsoft is a third-party beneficiary of this End Customer Agreement or, if the Applicable Law does not recognize the rights of, or existence of, third -party beneficiaries, Partner is a trustee of Microsoft for the limited purpose of holding in trust for Microsoft the rights and benefits (including covenants, acknowledgements, waivers, disclaimers, limitations of liability and indemnities) set out herein in favor of Microsoft, including in its capacity as a supplier, contractor or subcontractor of Partner;
o Microsoft is entitled to and hereby accepts the rights and benefits (including covenants, acknowledgments, waivers, disclaimers, limitations of liability and indemnities) set out herein in favor of Microsoft, including in its capacity as a supplier, contractor or subcontractor of Partner, and as result of Microsoft’s acceptance of these rights and benefits they may not be revoked by the End Customer
o To the extent permitted by the Applicable Law, Microsoft may enforce the provisions of this End Customer Agreement as if it were a party hereto and without being required to add Partner as a party to any proceedings for such enforcement. Where not permitted, the Partner agrees to enforce the provisions of this End Customer Agreement on Microsoft’s behalf and in accordance with Microsoft’s instructions.

4. Use, ownership and rights

4.1 Products. All products and related solutions provided to End Customer or End Customer Affiliate(s) will be licensed according to the terms of the applicable licensing enrollments and agreements as indicated in Appendix A. End Customer or End Customer Affiliate(s) 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 are related. 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 full payment to Microsoft, 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 this End Customer Agreement.

4.5 Non-Microsoft software and technology. End Customer is solely responsible for any non - Microsoft software or technology that it installs or uses with Products, Fixes, or Services Deliverables.

4.6 End Customer Affiliate’s rights. End Customer may: (i) provide access to Support Services provided under this End Customer Agreement, and (ii) sublicense the rights contained in Subsection 5.4 above relating to Services Deliverables to any End Customer Affiliate that was an End Customer Affiliate as of the effective date of the Partner 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 this End Customer Agreement.

End Customer remains responsible for any acts or omissions of End Customer Affiliates.

4.7 Reservation of rights. Products, Fixes, and Services Deliverables are protected by copyright and other intellectual property rights laws and international treaties. Microsoft reserves all rights not Docusign Envelope ID: AC5B443D-9878-45E2-A5DC-E8C260EB5401 UnifiedSupportPartnerBrokerWorkOrderUSSLGv3.2-Dell(NA)(US)(English)(Sep2025) Page 25 of 29 expressly granted in this End Customer Agreement. No rights will be granted or implied by waiver or estoppel. Rights to access or use Software on a device do not give End Customer any right to implement Microsoft patents or other Microsoft intellectual property in the device itself or in any other software or devices.

4.8 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 End Customer Agreement or Product documentation, End Customer must not (and is not licensed to) (a) separate and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix at different times, or transfer parts of a Product or Fix separately; or (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.

5. Microsoft Products and Services Data Protection Addendum “Professional 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 Professional Services.

The data protection terms applying to Professional Services in effect on the effective date of the Partner Work Order and available at https://aka.ms/dpa (“MPSDPA”) are incorporated herein by this reference.

Support Services provided under this End Customer Agreement will be deemed to be “Professional Services” under the MPSDPA.

For liability arising out of Microsoft’s confidentiality obligations relating to Professional Services Data provided under this End Customer Agreement, Microsoft’s maximum, aggregate liability to the End Customer is limited to direct damages finally awarded in an amount not to exceed the amounts Partner paid for the applicable Professional Services under the Partner Work Order.

End Customer agrees to meet the customer obligations within the MPSDPA, and that for purposes of this End Customer Agreement 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”.

6. Confidentiality

6.1 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 End Customer 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.

6.2 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 legally object to such disclosure.

6.3 Residual information. Neither End Customer nor Microsoft is required to restrict the work assignments of its Representatives who have had access to Confidential Information. Each party Docusign Envelope ID: AC5B443D-9878-45E2-A5DC-E8C260EB5401 UnifiedSupportPartnerBrokerWorkOrderUSSLGv3.2-Dell(NA)(US)(English)(Sep2025) Page 26 of 29 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 End Customer Agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly.

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

7. Warranty.

EXCEPT AS STATED IN THE LIMITED WARRANTY SECTION ABOVE, AND 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, GUARANTEES, 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.

8. Microsoft Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE

CONTRARY CONTAINED IN THIS END CUSTOMER AGREEMENT, NEITHER MICROSOFT NOR THEIR

CONTRACTORS WILL BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUES BUSINESS INTERRUPTION,

OR LOSS OF BUSINESS INFORMATION OR DATA, OR FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL,

INDIRECT, OR PUNITIVE DAMAGES ARISING IN CONNECTION WITH THIS END CUSTOMER

AGREEMENT, 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 CUMULATIVE LIABILITY (IF ANY) IS LIMITED TO DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED 100% OF THE FEES PAID, DUE, OR OWING TO MICROSOFT UNDER THE PARTNER WORK ORDER DURING THE 12-MONTH PERIOD PRIOR TO THE DATE ON WHICH THE RIGHT TO ASSERT A CLAIM FIRST AROSE.

9. Duty to Defend.

Unless prohibited by Applicable Law, End Customer will defend Microsoft against any third-party claim to the extent it alleges that End Customer’s specific use of any Product, Fix, or Services Deliverable alone or in combination with anything else, violates the Applicable Law or damages a third party.

10. Term and Termination

10.1 Support Services Term. The Support Services Commencement Date is 12/15/2025 the Support Services Expiration Date is 12/14/2028

10.2 Suspension/Termination of Support Services. End Customer’s or End Customer Affiliate(s)’ right to receive Support Services, as described in this End Customer Agreement, is subject to Partner’s compliance with the terms and conditions of the Partner Work Order, and End Customer’s and End Customer Affiliate(s) compliance with this End Customer Agreement. If the Partner Work Order is terminated or expires, End Customer’s and End Customer Affiliate(s)’ right to receive Support Services from Microsoft under this End Customer Agreement will be terminated.

Docusign Envelope ID: AC5B443D-9878-45E2-A5DC-E8C260EB5401 UnifiedSupportPartnerBrokerWorkOrderUSSLGv3.2-Dell(NA)(US)(English)(Sep2025) Page 27 of 29 Microsoft reserves the right, in its sole discretion, to suspend or terminate the provision of the Support Services in response to a violation(s) of any of the terms of this End Customer Agreement, and Microsoft will have no liability to Partner or End Customer because of any such suspension or termination.

10.3 Effect of Termination of Partner Work Order. If the Partner Work Order is terminated or expires, End Customer’s right to receive Support Services from Microsoft under this Work Order will be terminated.

10.4 Effect of Termination of Partner Agreement. If the Partner Agreement is terminated for any reason or a Partner is no longer a participant in the Unified Support Partner Broker Program, a) the provisions of the Partner Agreement, as incorporated into the Partner Work Order, will remain applicable until the expiration or termination of the Partner Work Order, except that, if the Partner Agreement is terminated by Microsoft because of a Partner’s breach, Microsoft may also terminate the Partner Work Order and withhold Support Services to End Customer, and b) any future transactions for an End Customer for which Partner had entered into the Partner Work Order will be redirected to another participating partner in the Unified Support Partner Broker Program, and no further amendments to the Partner Work Order will be allowed.

11. Additional Terms
Partner may specify additional terms related to the provision of Support Services to End Customer, including but not limited to fees and payment terms. Such additional terms shall be determined by Partner and End Customer and documented outside of this End Customer Agreement. Microsoft is not a party to those terms.

12. End Customer Information

12.1 End Customer Location.

End Customer Information
End Customer Name

CA-CITY OF BAKERSFIELD
Street Address
1600 Truxtun Avenue
City

BAKERSFIELD
State/Province
California
Country
United States
Postal Code
93301-5141
Docusign Envelope ID: AC5B443D-9878-45E2-A5DC-E8C260EB5401 UnifiedSupportPartnerBrokerWorkOrderUSSLGv3.2-Dell(NA)(US)(English)(Sep2025) Page 28 of 29

12.2 End Customer Support Contact(s). End Customer support contact is set forth below and any changes to the named contacts should be submitted to the Microsoft Contact.

Name of End Customer Support Services Administrator
Ebony Williams
Street Address
1600 Truxtun Avenue , CA
Contact e-mail address
[email protected]

City

BAKERSFIELD
State/Province
CA
Phone
Country
United States
Postal code
93301
Fax

13. Microsoft Contact
Microsoft contact for questions and notices:

Microsoft contact name
Luis Guaricapa
Phone Contact e-mail address
[email protected]
Docusign Envelope ID: AC5B443D-9878-45E2-A5DC-E8C260EB5401 UnifiedSupportPartnerBrokerWorkOrderUSSLGv3.2-Dell(NA)(US)(English)(Sep2025) Page 29 of 29 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 this End Customer Agreement.

Customer Name Licensing Program Licensing Enrollment/Agreement Number/Billing Account ID

CITY OF BAKERSFIELD-
6496842-AZURE

COMMERCIAL
Enterprise 6 6497675
CITY OF BAKERSFIELD Enterprise 6 59242425

CITY OF BAKERSFIELD-
59242425-AZURE

COMMERCIAL
Enterprise 6 5954299
CITY OF BAKERSFIELD Enterprise 6 6496842

Docusign Envelope ID: AC5B443D-9878-45E2-A5DC-E8C260EB5401

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.

" C I T Y " “ C O N T R A C T O R ”

CITY OF BAKERSFIELD MICROSOFT CORPORATION

By:_______________________________ By:________________________________

KAREN GOH
M a y o r
Print Name: ___________________________________________

Title:______________________________

APPROVED AS TO CONTENT:

TECHNOLOGY SERVICES DEPARTMENT

By:___________________________

GREGORY PRONOVOST
Director of Technology Services

APPROVED AS TO FORM:

VIRGINIA GENNARO
City Attorney

By:___________________________

ASHLEY ZAMBRANO
Deputy City Attorney

COUNTERSIGNED:

By:___________________________

RANDY MCKEEGAN
Finance Director

Docusign Envelope ID: AC5B443D-9878-45E2-A5DC-E8C260EB5401 Support Specialist
Giova DiPasQua