Garden Grove City Council
September 10, 2024

DocuSign Envelope ID: AA61C81B-C3E1-47E5-91F2-9C9AB5F3ED63 ARISTA

NON-EXCLUSIVE RESELLER AGREEMENT
This Non-Exclusive Reseller Agreement ("Agreement") is entered into as of the date last written below ("Effective Date") by and between the Arista entity indicated in the signature block below on behalf of itself and its Affiliates ("Arista"), and Elohi Technology Solutions, LLC, a privately held California corporation with a principal place of business at 180 Promenade Cir. #300, Sacramento, California 95834 ("Reseller") (Arista and Reseller are, collectively "the Parties").

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the Parties agree as

1. This Agreement consists of this signature page and the following attachments, which are incorporated in this Agreement by this reference:

Non-Exclusive Reseller Agreement
b. Exhibit A: Professional Services Resale Exhibit

2. The geographic location assigned to Reseller by Arista ("Territory") for the purposes of this Agreement is:
i. United States
IN WITNESS WHEREOF, the duly authorized representative of each party has executed this Agreement as of the Effective Date. Each party warrants and represents that its respective signatories have been and are on the date of signature duly authorized to execute this Agreement.

Reseller: Data Center Interworks, Inc. Arista Networks, Inc. - DocuSigned by: - DocuSigned by:
al Carrillo Mark Foss
Signed by: - 18D25085C6254BB Signed by: _B8QDE5768C2E486.

Name: Al Carrillo Mark Foss
Name:

Title: CEO Title: SVP Global Operations & Marketing
Date: 2/19/2024 2/26/2024
Date:

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1. Definitions. Capitalized terms in this Agreement have the following meanings:
"Affiliate(s)" means an entity that directly or indirectly controls, is controlled by or is under common control with Arista Networks, Inc.
"Arista Products)" means, individually or collectively, as appropriate, Hardware, Software, documentation, supplies and other goods related to any of the foregoing, which Arista makes available to Reseller for Resale (or, in the case of Software, transfer of a license right to use such Software) under this Agreement. "Arista Services" means one or more Arista branded services that Arista makes available to End Users and that is listed on the Global Price List.
"Arista Website" means any public or private website operated by or on behalf of Arista. "Channel Partner" means Arista's authorized Distributors, Resellers, systems integrators and other business partners to that are authorized to purchase Arista Products and/or Arista Services directly from Arista or a Distributor for Resale to an End User.
"Distributor(s)" means an entity authorized by Arista to distribute and license Arista Products and Arista Services to Resellers in the Territory.
"End User" means a final purchaser or licensee that acquires or is authorized by Arista to use the Arista Products) and/or Arista Services for its own internal use and not for Resale, remarketing or further distribution, excluding any entity or person deemed in Arista's reasonable discretion as a competitor of Arista. "FCPA" means the United States Foreign Corrupt Practices Act. "Global Price List" means the price list provided by Arista containing the prices that Arista will charge Reseller for Arista Products and Arista Services that Arista may, at its discretion, make available to Reseller under this Agreement.
"Government End User" is defined at Section 772.1 of the Export Administration Regulations ("EAR"; 15 CFR part 730 et seq.), which may be updated from time-to-time. This includes any foreign central, regional or local government department, agency, or other entity performing governmental functions; including governmental research institutions, governmental corporations or their separate business units which are engaged in the manufacture or distribution of "Hardware" means the physical components of equipment delivered to an End User as part of the Arista Products and/or Services that Arista makes available to End Users and that is listed on the Global Price List. "Marks)" means the trademarks, service marks, or trade names owned, used or claimed now or in the future by "Non-Genuine Products)" means those products: (i) to which a Mark has been affixed without Arista's consent; (i) that have not been manufactured by Arista or by a licensed manufacturer of Arista in accordance with the applicable license; (iii) are produced with the intent to counterfeit or imitate a genuine Arista Product, or (iv) an Arista Product where any form of copyright notice, trademark, logo, confidentiality notice, serial number or other product identifier have been removed, altered or destroyed.
"Partner Code of Conduct" means the guidelines established by Arista to set minimum standards of business conduct and acceptable business practices for its business partners. The Partner Code of Conduct applies to Channel Partners and their personnel, including directors, officers, agents, contractors, consultants, and employees, in all activities related to the Channel Partner's business relationship with Arista throughout the world. It is updated periodically and the current version is m posted Arista's website at:
https://www.arista.com/assets/data/pdf/Arista-Partner-Code-of-Ethics-and-Business-Conduct.pdf. "Point of Sale Information" means information provided by Reseller at the time of order placement to Arista or a Distributor containing information requested by Arista and/or such Distributor. Reseller shall provide, at a minimum, the following information for each transaction:

Reseller's name and the identification number assigned to Reseller by Arista; ii. Each End User's name and address;
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iii. Ship-to name and address;
iv. Chief contact person's name and email address;
V. Technical contact person's name and email address;
Vi. Installation address;
Vii. Serial numbers and Arista Product code of Arista Product shipped to each End User; vili. Quantity of the Arista Product sold to each End User; and ix. Whether the End User is a Government End User
"Purchase Order(s)" means an electronic order form that Reseller provides to Arista to purchase Arista Products and Arista Services. A Purchase Order must include: a description and quantity of Arista Products and Arista Services, Arista Part Numbers, a reference to the corresponding quote (if applicable), Reseller's and End User's contact information, quantity, price, installation address, shipping instructions, requested delivery dates and any other special instructions.
"Resale" means any of the following sales, dispositions or distributions of an Arista Product or Arista Service: (i) transfer of title (or, in the case of Software, transfer of a license right to use such Software, and, for Arista Services. the entitlement to receive such Arista Services) to the End User of such Arista Product or Arista Service or (i) transfer of title (or, in the case of Software, transfer of a license right to use such Software, and, for Arista Services, the entitlement to receive such Arista Services) to a financial intermediary such as a leasing company, where the Arista Product or Arista Service is used by an unaffiliated End User; provided, however that "Resale" as used herein does not include the purchase, license, sublicense, distribution or use of an Arista Product or Arista Service for the provision, to a customer or the general public, of any network services. The verb "Resell" (including all tenses thereof) means to engage in Resale.
"Reseller" means the company that has executed or otherwise accepted this Agreement and is registered with Arista to purchase Arista Products and/or Arista Services directly from Arista or a Distributor for Resale to an End User. "Shipping Date" means the date of transfer of an Arista Product to the first common carrier or Reseller's representative at the shipment point, whichever happens earlier, or with respect to Arista Products that are standalone Software, the date of available for download by the End User or the Reseller, as the case may be. "Software" means the machine-readable object code, whether incorporated in the Hardware or delivered separately, for which Arista grants licenses for use. Notwithstanding anything to the contrary specified in, or pursuant to, this Agreement, no "sale" of any Software is conveyed pursuant to, or in connection with, this Agreement. "Territory" means the geographic location(s), assigned by Arista to Reseller, specific customers) to which the Reseller is authorized to resale the Products, and/or the other criteria for defining the scope of the appointment granted in Section 2.1 below and as set forth on the signature page of this Agreement. "Unauthorized Arista Product" means any genuine Arista Product or Arista Service that Reseller purchases or acquires from, either directly or indirectly, from any party other than Arista and/or a Distributor, or Resells to any party outside of the Territory. Unauthorized Arista Products do not include Non-Genuine Products. "Update" means a bug fix, error correction, patch, workaround, or other change to the Software that is provided by Arista to Reseller on an "if and when available" basis.

2. Appointment and Responsibilities of Reseller.

2.1 Authorization. During the term of this Agreement and subject to its terms and conditions, Arista hereby appoints Reseller as a non-exclusive reseller of Arista Products and Arista Services to End Users located in the Reseller is hereby authorized solely to (i) purchase and/or license Arista Products and Arista Services only from Arista directly or from a Distributor and (ii) Resell and/or distribute such Arista Products and Arista Services only to End Users in the Territory.

Territory. Unless otherwise expressly agreed in writing by Arista, Reseller shall not, directly or indirectly Resell and/or distribute any Arista Products or Arista Services to any person or entity outside of the Territory or within the Territory whom Reseller knows or has good reason to believe may use or transfer the Arista Products or Arista Services outside of the Territory. For the purpose of selling Arista Products or Arista Services, Reseller shall not solicit orders, engage salespeople, or establish warehouses or other distribution centers outside the Territory. Reseller shall promptly advise Arista of all inquiries or orders received by the Reseller relating to the supply of Arista Products or Arista Services to businesses or individuals outside of the Territory. 3 REVISION 20230104
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Arista Products and Arista Services. Reseller is authorized to sell only those Arista Products and/or Arista Services that are listed on the Global Price List (as may be modified at any time by Arista in its sole discretion).

Generally, Arista Services are provided solely by Arista, however, if Reseller wishes to provide shared support services it must (i) apply to Arista for acceptance as a Shared Support Provider and (ii) it must also execute a Reseller Support Addendum. In the event Reseller Resells any professional or consulting services to End Users, such Services shall be governed by the terms of Exhibit A attached hereto.

End User Agreements. The use of the Software by any End User shall be subject to the then current end user license agreement located at http://www.arista.com/assets/data/pdf/EndUserLicenseAgreement.pdf (which may be updated at any time at the sole discretion of Arista by notice to the Reseller or via the Arista website) (the "EULA").

The provision of any Services by Arista to any End User shall be subject to the terms set forth in the Master Services Agreement ("MSA") which may be found at http://www.arista.com/assets/data/pdf/MasterServicesAgreement.pdf (which may be updated at any time at the sole discretion of Arista by notice to the Reseller or via the Arista website). and the provision of any cloud hosted or 'Software-as-a-Service' services by Arista to any End User shall be subject to the terms set forth in the Cloud Services Subscription Agreement ("CSSA") which may be found at https://www.arista.com/assets/data/pdf/Cloud_Services_Subscription_Agreement.pdf (which may be updated at any time at the sole discretion of Arista by notice to the Reseller or via the Arista website) together with the EULA and Limited Warranty (defined below), the "End User Agreements"). Reseller shall provide the End User Agreements to each End User at the time of purchase and shall require each End User to be bound by the terms of the End User Agreements prior to, and as a condition of, any Resale of Arista Products or Arista Services to such End User.

Reseller shall notify Arista promptly of any breach of any of the terms of the End User Agreements that comes to the notice of Reseller, and further agrees that it will assist Arista to diligently pursue action against any third parties in breach thereof.

2.5 Non-Genuine Products or Unauthorized Arista Products. i. Reseller shall not purchase and/or Resell any Non-Genuine Products or Unauthorized Arista Products or Resell Arista Services associated with any such Non-Genuine Products or Unauthorized Arista Products. Reseller shall not purchase, license, acquire, use, promote, Resell or distribute any Non-Genuine Products or Unauthorized Arista Products. Reseller shall notify Arista promptly upon it becoming aware of the existence or suspected existence of any Non-Genuine Products or Unauthorized Arista Products in possession of any third parties. Reseller is not entitled to the rights granted herein with respect to the Resale of such Non-Genuine Products or Unauthorized Arista Products. Arista reserves the right to deny, withhold or discontinue the performance of any and all Arista Services on all Non-Genuine Products and Unauthorized Arista Products. Reseller further acknowledges that destroyed, used stolen or damaged Arista Products are not entitled to Arista Services. ii. If Arista determines that Reseller has Resold and/or redistributed any Non-Genuine or Unauthorized Arista Products, then Arista may, at Arista's sole discretion, do any or all of the following: (a) audit Reseller's purchase and Resale records of Arista Products) and Arista Services, and relevant records pursuant to Section 9.2 (Record-Keeping and Audits) below; (b) invoice Reseller for all reasonable costs incurred by Arista in its performance of the Audit; (c) suspend shipments to Reseller; and/or (d) terminate this Agreement pursuant to Section 10.3 (Termination with Cause) below.

Renewal of Arista Services. At least sixty (60) days prior to the expiration date of an Arista Services contract or any license (or subscription) term for an Arista Product, Arista, or its authorized agents, may send renewal reminder notices to Reseller and/or the identified End User. Following receipt of any such notice, Reseller will promptly either: (i) initiate the renewal process with the End User and forward to Arista the completed Arista Services contract renewal with a valid Purchase Order; or (i) notify Arista in writing of Reseller and/or End User's intent to not renew the Arista Services contract or Product license (or subscription) as the case may be. If, upon the expiration date, Reseller and/or End User has not renewed the Arista Services contract, Product license or Product subscription, Arista or its authorized agents may contact the End User to arrange for the renewal with Arista directly or via another Arista-authorized Reseller.

Unsupported Products. If Reseller elects not to Resell Arista Services at the time of purchase by an End User of any Arista Product or if any Arista Product becomes unsupported for whatever reason at some point subsequent to initial deployment, Reseller shall notify Arista within ninety (90) days of such Arista Product becoming unsupported and authorizes Arista to contact the End User for the express purpose of contracting directly for support services for the unsupported Arista Product identified by Reseller.

Demonstration and Evaluation Equipment. If Reseller purchases demonstration and/or internal evaluation units of any Arista Product, Reseller shall use such Arista Products solely in a non-production environment for demonstration, internal evaluation and testing purposes. Reseller shall not Resell or distribute to any third party any 4 REVISION 20230104
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of these demonstration or evaluation Arista Products without the prior written consent of Arista.

2.9 Arista Logo and Related Materials. Subject to and expressly conditioned upon compliance with the terms and conditions of this Agreement and the terms of Arista's then current Trademark Usage Policy, during the term of the Agreement, Arista hereby grants to Reseller a non-exclusive, non-transferable, royalty-free, personal right to use the official Arista Logo, Arista Logo Files and Arista Logo materials which are available on the Arista Partner Portal ("the Logo and related Materials") in connection with Reseller's marketing and advertising of Arista's Products and Arista Services, within the Territory. Reseller may not use or reproduce the Logo and related Materials in any manner whatsoever except as expressly permitted under this Agreement. Within thirty (30) days of the execution of this Agreement, Reseller shall ensure that the Logo is placed in a prominent position on its website. Arista reserves the right to amend the Logo and related Materials. Upon notice from Arista, Reseller shall cease use of the Logo and related Materials as quickly as reasonably possible. Arista retains all right, title and interest in and to the Logo and related Materials. Except as explicitly granted in this Agreement, Reseller shall not have any rights in the Logo. Under no circumstances will anything in this Agreement be construed as granting, by implication, estoppel or otherwise, a license to any Arista technology or proprietary right. Reseller shall not (i) challenge Arista's ownership or use of the Logo and related Materials; (ii) attempt to register any portion of the Logo or related Materials or any constituent elements; (iii) remove, alter or add to the Logo or Related Materials; or (iv) incorporate the Logo or related Materials into Reseller's product names, service names, company names, domain names, or any other similar designations.

Reseller's use of the Logo inures to the sole benefit of Arista. Upon termination or expiry of this Agreement the Logo and related Material's license and rights granted hereunder shall terminate completely. Upon termination or expiry of this Agreement, Reseller must immediately discontinue all use of the Logo and related Materials.

2.10 Indirect Purchasing. In the event Reseller purchases Arista Products and Services through an Arista authorized Distributor, Sections 6, 7 and 8 of this Agreement shall not apply to such purchase.

2.11 Arista Partner Program. Reseller shall periodically review the benefits and requirements of Arista's Partner Program available at https://www.arista.com/en/partner/partner-program (and on the Partner Portal) which Arista may update at any time. Reseller is responsible at all times for ensuring its compliance with any requirements identified as part of Arista's Partner Program and failure to maintain such compliance shall be considered a breach of this Agreement.

3. Reseller's Distribution Rights.

Grant of Rights. During the term of this Agreement and subject to its terms and conditions, Arista grants to Reseller a limited, nonexclusive, non-transferable, revocable right to receive from Arista or a Distributor and to sublicense to End Users located in the Territory, the Software, in object code form only, subject to the terms of the EULA. Reseller may not sublicense to any person or entity its rights to distribute the Software. Reseller represents and warrants that any Updates to the Software will be distributed under the same terms and conditions as the original Software. During the term of this Agreement and subject to its terms and conditions, Arista grants to Reseller a limited, nonexclusive, non-transferable, revocable right to use the Arista Products for demonstrating and marketing the same to End Users, subject to the terms and conditions of Arista's EULA. Any distribution of Arista Products containing Arista proprietary rights (including, without limitation, the Software) outside the scope permitted under this Section 3.1 is prohibited.

Reservation of Rights. Except for the limited license provided in Section 3.1 (Grant of Rights), Arista and/or its suppliers retain all right, title and interest in and to each proprietary right embedded in or contained in any Arista Products) including the Software, all copies thereof and all related Documentation and materials. Any invoices of Arista purporting to sell or transfer such items do not convey title to, or patent rights, copyrights or any other proprietary interest in, such items to Reseller.

License Restrictions and Conditions. Reseller will not remove, alter, or destroy any form of copyright notice, Mark, Logo, third party trademark or logo, or confidentiality notice provided with, on or in any Arista Product.

Reseller agrees that it will not Resell or distribute any Arista Product including Software received as part of an Arista Product) received from any source other than Arista or a Distributor. Reseller will not copy, duplicate, translate, reverse engineer, decompile or disassemble the Software or attempt to discover any source code or underlying algorithms of the Arista Software by any means whatsoever or attempt to gain unauthorized access to the cloud service(s). Reseller will inform Arista of any unauthorized decompilation, disassembly, modification, examination or other reverse engineering, or any unauthorized attempt to reconstruct or discover any source code or underlying algorithms, of the Arista Software by any third party of which Reseller becomes aware.

3.4 Restricted Rights. Software is a "commercial item" as defined in Federal Acquisition Regulation ("FAR") 5 REVISION 20230104
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part 2.101. Software is provided to all agencies, departments, and other units of the United States Government except for the Department of Defense and its constituent agencies with the rights set forth in the EULA and, to the extent applicable, those rights set forth in the Commercial Computer Software License clause at FAR part 52.227-19.

Related documentation is provided with RESTRICTED RIGHTS. In the event of a sale to the Department of Defense or its constituent agencies, and as provided in DFARS 227.7202-3, the US Government's rights in Software, supporting documentation, and technical data are limited to those rights granted by the terms of the EULA.

License to Information. Information Arista makes available to Reseller is copyrighted by Arista and is made available subject to the terms contained in this Agreement and any additional terms as Arista may provide and notify Reseller of through Arista's Websites. Information provided by Arista may be used only during the term of this Agreement and in connection with Reseller's promotion and Resale of Arista Products and Arista Services.

4. Trademarks.

4.1 Acknowledgment of Rights. Reseller acknowledges that Arista holds all right, title and interest to the Marks.

License Grant. Reseller is permitted to use such Marks as are designated by Arista from time to time in writing for all proper purposes in the sale of Arista Products and the performance of Reseller's duties hereunder only during the term of the Agreement. Reseller's use of any such Marks shall be in accordance with Arista's policies in effect from time to time, including, but not limited to, trademark usage and advertising policies. Reseller agrees not to attach any other trademarks, trade names, logos or labels to the Arista Product other than an aesthetically proper label, identifying Reseller, its location and its relationship to Arista. Reseller further agrees not to affix any Marks to products other than genuine Arista Products purchased hereunder. Reseller agrees not to remove any Marks, third party marks and or labels, serial numbers or other identifying information from the Arista Products, or from the packing materials or boxes as shipped. Reseller agrees that upon notice from Arista it will immediately terminate its use of a particular Mark.

5. Assistance from Arista.

Training. Arista shall make available to Reseller all training, technical support and other services related to Arista Products that are offered by Arista. Specialized training may be available to Reseller through Arista or Arista training partners at then-current prices of Arista or its training partners.

Arista Online Channel Partner Portal. Subject to Reseller's acceptance of the Channel Partner Portal Terms of Use (as the same may be updated from time to time, the "CPP Terms"), Arista will give Reseller access to Arista's restricted-access Website that provides tools and resources to assist Reseller in its sales efforts. Arista will issue to Reseller a secure login and password ("ID") through which Reseller may access such Arista Website.

Reseller will use its ID only in compliance with the CPP Terms. Reseller agrees to accept all responsibility for all Arista Web Access. Reseller may also have Reseller-level access to Confidential Information on the Arista Website, provided Reseller's use of such information is subject to the terms and conditions set forth in Section 15 (Confidentiality).

6. Purchase Orders for Supply of Arista Products and Arista Services.

6.1 Orders. Reseller shall purchase Arista Products and Arista Services by providing to Arista binding Purchase Orders signed by its authorized representative by electronic transmission. At the time of placement of each Purchase Order, Reseller shall provide Point of Sale Information to Arista. Purchase Orders for renewals of Arista Services shall include serial numbers and the location of the related Arista Products, if any. All Purchase Orders issued under this Agreement shall reference this Agreement, and be governed solely and exclusively by its terms and conditions. If any Purchase Order or other correspondence submitted by Reseller contains any terms which conflict with or are in addition to the terms contained in this Agreement, the terms of this Agreement shall prevail and any such conflicting terms are expressly rejected by Arista, unless otherwise agreed in writing by an authorized representative of Reseller and Arista.

Purchase Order Acknowledgment. All Purchase Orders are subject to approval and acceptance by Arista.

Arista shall use commercially reasonable efforts to notify Reseller of Arista's acceptance or rejection of any Purchase

6.3 Alteration or Cancellation of Orders.
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6.3.1 For the first two years after the Effective Date (the "NCNR Period"), once accepted by Arista, each Purchase Order constitutes a binding commitment by Reseller and cannot be cancelled or modified prior to shipment except as follows: (a) where noncancellation is prohibited by law, (b) shipments may be deferred for no more than thirty (30) days from the expected Shipping Date, provided written notice is received by Arista at least ten (10) days before the originally scheduled Shipping Date; and (c) rescheduled orders or configuration change requests received less than ten (10) days before the original expected Shipping Date will be subject to acceptance by Arista.

After the NCNR Period expires, once accepted by Arista, Purchase Orders may only be modified subject to the following policy: (a) Reseller may defer the shipment of Arista Products for no more than thirty (30) days from the expected Shipping Date, provided written notice is received by Arista at least ten (10) days before the originally scheduled Shipping Date; and (b) order cancellations, rescheduling of orders, or Product configuration changes made by Reseller less than ten (10) days before the original expected Shipping Date will be subject to acceptance by Arista.

In all cases, Arista reserves the right to reschedule delivery within ten (10) days of scheduled shipment.

Arista may suspend or cancel any Purchase Order prior to shipment if Reseller materially breaches this Agreement, fails to make payments when due or Arista believes in good faith that Reseller's ability to make payments may be

6.3.4 Under no circumstances may Reseller redirect an order delayed or cancelled by one End User to a different End User or to a different End User location. Reseller will notify Arista immediately in the event it receives an End User request to cancel or modify any pending order. Arista may, in its sole discretion, work with Reseller to place the Products with a different End User provided that Reseller's pricing for such order may change.

7. Pricing and Invoicing.

Prices for Arista Products and Arista Services. For purchases by Reseller of Arista Products and Arista Services directly from Arista, prices for the Arista Products and Arista Services payable by Reseller shall be those specified in Arista's then current Global Price List, as updated from time to time by Arista less any mutually agreed Reseller's discount. The difference between Reseller's purchase price and Reseller's Resale price to End Users will be Reseller's sole remuneration for Resale of the Arista Products and Arista Services hereunder. Reseller will have sole discretion in establishing its Resale price for all Arista Products and Arista Services.

Changes in Prices. Prices for Arista Products and Arista Services and/or Reseller Discounts may be changed by Arista, upon its sole discretion, upon thirty (30) days prior written notice to the Reseller (the "Notice Period"). Purchase Orders received before the Notice Period, and those received during the Notice Period which specify a delivery date within sixty (60) days following the effective date of a price increase will be invoiced to Reseller without regard to the price change.

7.3 Additional Discount and Special Pricing.
specific End Users), and/or to meet competition from Arista competitors. Reseller agrees to pass through such additional discount to the specific End User identified by Arista. Arista reserves the right to require Reseller to provide a copy of the end user Purchase Order to verify that the additional discount has been provided to the End User. For the avoidance of doubt, Reseller has sole discretion to establish its Resale price to End Users) provided that additional discount/special pricing is required to be provided to that specific End User identified by Arista. ii. Arista will provide written notification to Reseller of offered additional discount/special pricing. Such notification will include terms and conditions applicable to such additional discount/special pricing, which Reseller shall accept by submitting a Purchase Order using the additional discount/special pricing. Such written notification will specify a fixed time period during which such additional discount/special pricing shall be available and provided to the specific End Users) identified in the notification. If no time period is specified, the time limit shall be ninety (90) days from the effective date of the written notification.
iii. If Arista provides Reseller with such additional discount/special pricing and subsequently determines that Reseller has (i) sold Arista Products or Arista Services purchased with such special pricing to End User(s) other than the End User identified, or for projects other than the project identified, and approved in the written notification, or (ii) failed to pass the discount through to the End User; then Arista may, in addition to all of its other rights and remedies, all of which are reserved: (a) invoice Reseller for the difference between such additional discount and Reseller's then-current contractual resale discount; (b) audit Reseller's purchases pursuant to Section 9.2 (Record-Keeping and 222223
Audits) and invoice Reseller for all reasonable costs incurred by Arista in its performance of the Audit, including professional fees and expenses of accountants and attorneys; (c) immediately suspend Reseller' access to price 7 REVISION 20230104
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deviations, special discounts, and other Arista sales and marketing programs; (d) suspend shipments to Reseller; and (e) terminate this Agreement pursuant to Section 10.3 (Termination with Cause). iv. For the avoidance of doubt, Reseller has sole discretion to resell Arista Products and Arista Services to End User(s) identified by Reseller, subject to: (i) the application of additional discount/special pricing to specific End User(s) identified by Arista, and (ii) the ability of Arista to reject certain potential customers for objectively justifiable commercial and/or legal reasons.

Invoices. Invoices shall issue by electronic means only and shall contain (i) Arista's name and invoice date, (ii) a reference to the Purchase Order, (iii) separate descriptions, unit prices and quantities of Arista Products actually delivered, (iv) credits (if applicable), (v) shipping charges (where applicable) and (vi) name (where applicable), title, phone number and complete mailing address of responsible Arista employee for accounts receivable.

Payment. Reseller shall pay all invoices in full in the currency specified in the Purchase Order by wire transfer within thirty (30) days of receipt. Any sum not paid by Reseller when due shall bear interest until paid at a rate of 1.5% per month (18% per annum), or the maximum rate permitted by law, whichever is less. In the event Reseller's account is past due, Arista shall have the right to place Reseller on credit hold and suspend further shipments to Reseller. Once Reseller's account is brought current, Arista may require pre-payment or the issuance of Letters of Credit pursuant to Section 7.8 for future orders from Reseller.

Credits to Reseller/No Deductions From Invoice. If any provisions of this Agreement or any other agreement between Reseller and Arista require that Arista grant credits to Reseller's account, Arista will grant such credits to Reseller's account. Reseller may not issue debit memos to Arista or otherwise deduct from or offset against any amounts due from Reseller to Arista.

7.7 Security Interest. To secure all obligations of Reseller to Arista under this Agreement, (a) Reseller hereby grants to Arista a purchase-money security interest in each Arista Product (including any accessions, modifications or replacements thereto) purchased by Reseller from Arista, and in all proceeds obtained by Reseller thereof; and (b) Reseller grants to Arista a security interest as original collateral in all accounts, chattel paper, instruments, documents, general intangibles, letter of credit rights and other supporting obligations, and all judgments, claims, insurance policies and payments owed or made to Reseller thereon, arising from or related to the sale of Arista Products (including any accessions, modifications or replacements thereto) or Arista Services by Reseller, and in all proceeds of any of the foregoing. Reseller agrees to file such documents, or to assist Arista in filing such documents, as may be required for Arista to record or perfect such security interest.

7.8 Letters of Credit. Whether or not Reseller is, or ever has been, in default or delinquent in the payment of any invoice(s), and whether or not Arista is withholding or ever has withheld any shipments, Arista may, at any time or times, at its sole discretion, require Reseller to establish one or more irrevocable letters of credit (each a "Letter of Credit"), each of which: (i) shall be issued (and confirmed, if so required by Arista) by banks or financial institutions acceptable to Arista for the total price of any Purchase Orders specified by Arista; (ii) shall be issued in Arista's favor at its principal place of business; (iii) shall be stated the same currency used in the Purchase Order; (iv) shall provide for the full payment to Arista of the invoiced price upon presentation to the issuing (or confirming, as applicable) bank of the invoice, together with, as applicable, a clean bill of lading, airway bill or warehouse or storage receipt; and (v) unless the prior written approval of Arista has been obtained, has or contains no other conditions or limitations (including time limits) whatsoever. If Arista does require any such Letters) of Credit, Arista may, in its sole discretion, both decline to accept any new or additional Purchase Orders and, without prejudice to its other rights, withhold shipment (including partial shipment) of any existing Purchase Order(s) until such Letters) of Credit has been established as aforesaid.

Taxes. Prices of Arista Products and Arista Services do not include any foreign, federal, state or local taxes, or sales, use, excise, ad valorem, value-add, withholding or other taxes or duties that may be applicable to the purchase of Arista Products and/or Arista Services. Reseller's payments to Arista pursuant to this Agreement may not be reduced to reflect any withholding tax or other tax or mandatory payment to government agencies unless such payment is required for the specific Arista Products or Arista Services under local tax laws. Upon mutual written agreement between the Reseller and Arista, Reseller may withhold such tax provided it promptly sends Arista a copy of the withholding tax certificate or equivalent document that will be submitted to the local tax authority. When Arista has the legal obligation to collect taxes related to any invoice, unless Reseller provides Arista with a valid and acceptable tax exemption certificate prior to issuance of said invoice, the appropriate amount shall be added to Reseller's invoice and paid by Reseller. If a tax authority subsequently finds that any tax payment related to any sale or service to Reseller was insufficient and requires additional payments by Arista, Arista will make such payments and Reseller will reimburse Arista for such additional tax payments (including any interest, levies, and penalties).

Arista will not be responsible for any taxes or other amount assessed to Reseller by any government agency based 8 REVISION 20230104
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on Reseller's net income, gross revenue, or for any other reason. If any amount payable by Reseller hereunder is subject to any withholding or other, similar tax under the laws of the Territory, Reseller shall provide Arista, on a timely basis, with copies of official tax receipts or other evidence of payment of such withholding taxes sufficient to permit Arista to support a claim for a credit for such taxes against Arista's income tax liability. To the extent that any withholding tax is payable under applicable law in the Territory, Reseller shall provide Arista with any and all assistance reasonably requested by Arista to obtain the benefits of any applicable tax treaty.

8. Shipping and Delivery of Arista Products.

Shipping Dates. Expected Shipping Dates will be established by Arista upon its acceptance of Purchase Orders from Reseller. Arista shall use commercially reasonable efforts to assign Shipping Dates as close as practicable to Reseller's requested date. Arista shall not be liable for any damages, direct, consequential, special, punitive, or otherwise, to Reseller or to any other person for Arista's (i) failure to fill any orders, (i) delay in delivery, (ili) error in filling any orders for any reason whatsoever or (iv) failure to give notice of any delay or error.

8.2 Shipping Terms and Risk of Loss. Shipping terms shall be Ex Works (INCOTERMS 2010), Amsterdam, Netherlands, Singapore, or other Arista designated shipment point, that appears on Arista's order acknowledgment.

Title and risk of loss or damage to Arista Products shall pass from Arista to Reseller, and delivery will be deemed to have occurred, upon transfer to the first common carrier or Reseller's representative at the shipment point, whichever happens earlier. Reseller shall be responsible for all freight, handling and insurance charges subsequent to delivery.

In no event shall Arista have any liability in connection with shipment, nor shall the carrier be deemed to be an agent of Arista. If Reseller requests delivery of Arista Products to Reseller's forwarding agent or other representative in the country of shipment, Reseller shall assume responsibility for compliance with applicable export laws and regulations, including the preparation and filing of shipping documentation necessary for export clearance. Following delivery, • be returned if defective and then, only in accordance with Arista's Hardware Replacement

9. Reports and Records.

9.1 Third-Party Sourced Product.
i. If Reseller resells any Arista Products purchased from a source other than Arista or Distributor ("Third-Party Sourced Products"), Reseller shall include the name and country of the End User for each transaction i sat ace no county any uplorin mom sorte tear ta
has no obligation to treat Third-Party Sourced Products, with respect to any provision of this Agreement, as if such Arista Products had been purchased directly from Arista hereunder. If Reseller resells Third-Party Sourced Product to an End User, then Reseller shall inform the End User that Arista Product may not have the proper software license from Arista. The Reseller shall also instruct the End User that it must contact Arista in order to obtain the proper software license and that the software license may require the payment of a fee directly to Arista. Arista may refuse to provide warranty service if Reseller is unable to document that the returned Arista Product was originally purchased from Reseller in accordance with the reporting procedure set forth above.

9.2 Record-Keeping and Audits. Reseller shall keep full, true, and accurate records and accounts (collectively, "Records"), in accordance with generally-accepted accounting principles, of each Arista Product and Arista Service purchased and Resold, including information regarding compliance with Arista marketing and sales programs, terms of special pricing or discounts provided for a specific End User or purpose, Software usage and transfer, End User names and locations, electronic Enterprise Resource Planning (ERP) records, compliance with FCPA and other applicable anti-corruption laws and exportation of Arista Products. Reseller shall make these records available for audit by Arista upon fifteen (15) days prior written notice, during regular business hours, at those locations where Reseller may maintain relevant records. Reseller shall retain these records for a minimum period of 5 years, or for a longer period if required by law. Reseller shall bear all costs incurred by Arista in the performance of any audit that discloses any breach of this Agreement. Reseller additionally acknowledges that from time to time Arista or its independent auditors may conduct additional specific audits with the purpose of monitoring and ensuring compliance by Reseller with Arista's policies and with applicable laws. Such audits may include, without limitation, investigations in order to prevent the acquisition, use, promotion or Resale of Non-Genuine Products and/or Unauthorized Arista Products. If requested, Reseller shall collaborate with Arista's auditors and provide accurate and truthful information.

Reseller agrees to bear, and/or promptly repay to Arista, all costs, fees and expenses, incurred by Arista in the performance of any such audit and/or investigation which discloses any breach of this Agreement by Reseller.

Reseller acknowledges and accepts that, in addition to the above audit rights, Arista may directly contact any End 9 REVISION 20230104
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Users at any time in order to verify and/or inform such End Users regarding Reseller's or End User's compliance or non-compliance with this Agreement and Arista's then-current policies.

10. Term and Termination.

Term. This Agreement commences on the Effective Date and continues thereafter until December 31st of the calendar year in which this Agreement is executed (the "Initial Term"). Thereafter, this Agreement continues for successive one (1) year periods (each, a "Renewal Term"), unless (i) either party provides a written notice of non-renewal to the other party at least thirty (30) days prior to the end of the then current Initial Term or Renewal Term, as applicable, or (i) sooner terminated pursuant to this Agreement.

Termination for Convenience. Either party may terminate this Agreement without cause upon providing written notice of termination to the other party at least thirty (30) days prior to the etective date of such termination; provided, however, that Arista may terminate this Agreement immediately upon notice to Reseller within the first thirty (30) days following the Effective Date.

10.3 Termination with Cause. If either party defaults in any material respect in the performance of any of its duties or obligations set forth in this Agreement, and such default is not substantially cured within thirty (30) days afte vritten notice is given to the defaulting party specifying the nature of the default, then the party not in default may, by giving written notice thereof to the defaulting party, terminate this Agreement as of the date specified in such notice of termination. Arista may terminate this Agreement immediately if Reseller breaches Sections 3.1 (Grant of Rights), 3.2 (Reservation of Rights), 3.3 (License Restrictions and Conditions) or 16 (Compliance with Laws). Notwithstanding the foregoing, either party may terminate this Agreement immediately in the event of breach by the other party of Section 15 (Confidentiality).

Termination for Insolvency or Bankruptcy. Either party may immediately terminate this Agreement and any Purchase Order by giving written notice to the other party in the event of: (i) liquidation or insolvency of the other party; (ii) appointment of a receiver or similar officer for the other party; (iii) assignment by the other party for the benefit of all or substantially all of its creditors; (iv) entry by the other party into an agreement for the composition, extension or readjustment of all or substantially all of its obligations; or (v) the filing of a meritorious petition in bankruptcy by or against the other party under any bankruptcy or debtors' law for its relief or reorganization.

Effect of Termination. Upon the termination or expiration of this Agreement, Reseller's rights to purchase the Arista Products and Arista Services shall immediately terminate; Reseller shall immediately cease to represent itself to any third parties as an Arista Reseller, and cease its use any of the Marks;
All authorizations and licenses granted by Arista under this Agreement will immediately terminate and all such rights shall automatically revert to Arista; provided that, except where termination is for Reseller's nonpayment in full to Arista, any and all licenses granted by Arista pursuant to this Agreement will extend to all Arista Products and Arista Services for which Purchase Orders have been iccepted by Arista and for which Arista Products and Arista Services will be delivered post-terminatio and for all Arista Services which Reseller is in process of performing iv. Reseller may sell only Arista Products in its inventory as of such termination or expiration; If Reseller was providing Arista Services directly to End Users, Arista will provide such services to End Users in accordance with Arista standard support policies or reassign such services to another authorized reseller in the region, provided that Reseller pays Arista or such other authorized reseller al services fees paid by End Users to Reseller for the remainder of such services term The Parties will immediately return to the other all of the other's materials, documentation, data and Confidential Information including all related materials that were derived therefrom; and All outstanding invoices to Reseller for Arista Products and Arista Services shall become due an ayable on the effective date of termination or expiration, notwithstanding anything to the contrary

10.6 Post-Termination Liability. Reseller agrees that, in the event of any termination or expiration of th greement, it shall have no rights to damages or indemnification of any nature, specifically including commerci severance pay, whether by way of loss or future profits, expenditures for promotion of any product, or other 10 REVISION 20230104
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commitments in connection with the business and good will of Reseller. However, neither termination nor expiration will extinguish any liability of either Party arising before termination or expiration of this Agreement, including without limitation Reseller's obligations under any outstanding Purchaser Orders and Reseller's obligations for payments due. RESELLER EXPRESSLY WAIVES ANY RIGHT OR CLAIM IT MAY HAVE UNDER THE LAWS OF ANY

JURISDICTION TO RECEIVE ANY COMPENSATION OR REPARATIONS UPON TERMINATION OR EXPIRATION OF THIS AGREEMENT BY OPERATION OF LAW OR OTHERWISE FOR SUCH TERMINATION OR EXPIRATION.

11. Limited Warranty and Warranty Disclaimer.

11.1 Warranty. The only warranty that Arista provides with respect to any Arista Products or Arista Services is the written limited warranty statement provided with that Arista Products or Arista Services or outlined at http://www.arista.com/assets/data/pdf/Warranty.pdf (the "Limited Warranty"). Arista agrees that Reseller shall be entitled to pass, and Reseller agrees to pass, through to End Users the Limited Warranty with respect to such Arista Products or Arista Services. Arista reserves the right to refund the purchase price as its exclusive warranty remedy. If there is any inconsistency between this Section 11.1 and the warranties and disclaimers shipped with the Arista Products or outlined in the Limited Warranty, the Limited Warranty shall prevail.

Disclaimer. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE LIMITED WARRANTY STATEMENT SPECIFIED IN SECTION 11.1 (WARRANTY) ABOVE, ALL EXPRESS OR

IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY

IMPLIED WARRANTY OR CONDITION OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE,

SATISFACTORY QUALITY, NONINFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE,

OR TRADE PRACTICE ARE HEREBY EXCLUDED TO THE GREATEST EXTENT ALLOWED BY APPLICABLE LAW. This disclaimer and exclusion shall apply even if the express warranty set forth above fails of its No Other Warranty. Except for the Limited Warranty, Reseller shall not make any commitment, warranty or representation, whether written or oral, with respect to Arista, the Arista Products or the Arista Services. Reseller shall indemnify Arista for any warranties made in addition to Arista's standard warranty and for any misrepresentation of Arista's specifications, functionality, or compatibility of any Arista Product or Arista Service.

11.4 Limitations. No warranty will apply if the Hardware or Software: (i) has been altered in any way, including but not limited to the removal or alteration of the original identification marks, except when such alterations are made by Arista; (ii) has not been installed, operated, repaired, or maintained in accordance with the Documentation; (iii) has been serviced by parties not trained by or on behalf of Arista; or (iv) has been subjected to unreasonable physical, thermal or electrical stress, misuse, negligence or accident. In addition, Arista has not authorized the use of any Arista Products in: (i) the design, construction, operation or maintenance of any nuclear facility; (i) navigating or operating aircraft; or (iii) operating life-support or life-critical medical equipment; and Arista disclaims any express or implied warranty of fitness for such uses. Arista is not responsible for backing up programs and data to protect against loss or corruption. Arista's warranty obligations do not include any installation support.

Websites. All materials provided on Arista Websites are provided "AS IS." Arista does not provide any warranty regarding the accuracy or completeness of any information, links, or other materials included in its Websites or that its Websites are error-free or will operate without problems or interruptions. Reseller acknowledges that Arista may modify any URL address or terminate the availability of any Arista Website (in whole or in part) at any address without notice to Reseller.

12. Infringement.

12.1 Arista will defend Reseller against any claim, demand, suit or proceeding brought against Reseller by a third party that any Arista Product supplied hereunder infringes a United States copyright or an existing United States patent issued as of the Effective Date (a "Claim") and pay any amounts finally awarded or agreed to in settlement of any such Claim. Arista's obligation specified in this paragraph will be conditioned on Reseller notifying Arista promptly in writing of the claim or threat thereof and giving Arista full and exclusive authority for, and information for and assistance with, the defense and settlement thereof.

If such claim has occurred, or in Arista's opinion is likely to occur, Reseller agrees to permit Arista, at its option and expense, either to: (i) procure for Reseller the right to continue using the infringing Arista Product; or (i) replace or modify the same so that it becomes non-infringing; or (iii) if neither of the foregoing alternatives is reasonably available, immediately terminate Arista's obligations and Reseller's rights under this Agreement with regard to such Arista Product, and, if Reseller returns such Arista Product to Arista, refund to Reseller the price 11 REVISION 20230104
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originally paid by Reseller to Arista for such Arista Product as depreciated or amortized by an equal annual amount over the lifetime of the Arista Products as established by Arista.

Notwithstanding the foregoing, Arista shall have no indemnification or other obligations as set forth in this Section 12 with respect to any of the foregoing:
(a) Any Claim based upon (i) the combination, operation, or use of any Arista Product supplied hereunder with, equipment, devices, or software not supplied by Arista; (il) services offered or used by Reseller and/or End Users through operation of such Arista Products or revenue received by Resellers and/or End Users from such services; (iii) alteration or modification of any Arista Product supplied hereunder; or (iv) Arista's compliance with Reseller's designs, specifications, or instructions.
(b) Notwithstanding any other provisions hereof, Arista shall not be liable for any claim, based on Reseller's use of the Products, as shipped, after Arista has informed Reseller of modifications or changes in the Products required to avoid such claims and offered to implement those modifications or changes, if such claim would have been avoided by implementation of Arista's suggestions. (c) Any Claim asserted against an Arista Product or any Arista Service related to an Arista Product if the Arista Product that is the subject of such Claim was shipped by Arista more than five (5) years prior to the date when Arista received notice of such Claim; provided that this Section 12.3(c) shall not apply to the extent that such Arista Product is subject to a service agreement with Arista, and has been continuously used by such End User in its production environment since such Arista Product was first shipped by Arista to such End User. (d) Any Claim based upon Reseller's sale, offer to sell, transfer, importation or other distribution of any Arista Product after Arista has informed Reseller of an alternative Arista Product ("Arista Replacement Product") or a software or hardware modification, update, upgrade or change to an Arista Product ("Arista Upgrade"). This exclusion shall only apply to the extent such Claim would have been avoided by providing such Replacement Product or Arista Upgrade.

THE FOREGOING STATES THE ENTIRE OBLIGATION OF ARISTA AND ITS SUPPLIERS, AND THE

EXCLUSIVE REMEDY OF RESELLER, WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. THE FOREGOING IS GIVEN TO RESELLER SOLELY FOR ITS BENEFIT AND IN LIEU OF, AND ARISTA DISCLAIMS, ALL WARRANTIES OF NON-INFRINGEMENT.

Obligations of Reseller. From the date in which Arista informs Reseller of an Arista Replacement Product or an Arista Upgrade pursuant to Section 12.3(d), Reseller agrees to (i) sell, offer to sell, transfer or otherwise distribute only such Arista Replacement Product or such Arista Product with the Arista Upgrade to its End Users and (ii) not sell, offer to sell, transfer or otherwise distribute such Arista Product that Arista has informed Reseller as being replaced by such Arista Replacement Product or as being subject to an Arista Upgrade, in each case of subclauses (i) and (ii) other than Arista Products already in transit to the End User at the time Arista informs Reseller. Reseller will defend Arista and its affiliates from and against any Claim brought by a third party against Arista or one of its affiliates and will pay any amounts finally awarded, or agreed to in settlement, arising out of the breach by Reseller of its obligations under this Section 12.5.

13. Limitation of Liability.

NOTWITHSTANDING ANYTHING ELSE HEREIN, ALL LIABILITY OF ARISTA AND ITS SUPPLIERS FOR CLAIMS

ARISING UNDER THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO THE MONEY ACTUALLY PAID BY

RESELLER TO ARISTA FOR ARISTA PRODUCTS AND ARISTA SERVICES UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE IN WHICH THE CAUSE OF ACTION OCCURRED. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER-INCIDENT. THE EXCLUSIONS

AND LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

14. Waiver of Consequential Damages.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ARISTA OR ITS

SUPPLIERS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL

DAMAGES, LOST REVENUE, LOST PROFITS, LOST OR DAMAGED DATA, INTERRUPTION OF BUSINESS

LOST OPPORTUNITY, LOSS OF GOODWILL OR LOSS OF REPUTATION, WHETHER ARISING IN CONTRACT,

TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ARISTA OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF. THESE LIMITATIONS SHALL APPLY UNDER ANY 12 REVISION 20230104
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THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM THE USE OF ANY

ARISTA PRODUCTS AND/OR ARISTA SERVICES PURCHASED, OR THE FAILURE SUCH ARISTA PRODUCTS OR ARISTA SERVICES TO PERFORM, OR FOR ANY_OTHER REASON, AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

15. Confidentiality.

15.1 Reseller and Arista acknowledge that, in the course of Reselling the Arista Products and Arista Services and performing its duties in connection with this Agreement, it may obtain information about the other party that is of a confidential and proprietary nature ("Confidential Information"). Such Confidential Information includes, but is not limited to, trade secrets, know-how, inventions, development plans, techniques, designs, processes, programs, Software, schematics, software source code/documents, data, customer lists, financial information, prices, costs, sales and marketing plans, or any other information which either party knows or reasonably ought to know is confidential, proprietary or trade secret information of the other party. Each party owns and intends to maintain its ownership of its Confidential Information.

Each party shall at all times, during the term of this Agreement and for a period of at least three (3) years after its termination, maintain in the strictest confidence and trust all such Confidential Information that is not a trade secret and shall not use such Confidential Information other than in the course of its duties and as expressly authorized by the other party under this Agreement, nor shall either party disclose any such Confidential Information to any party without the other party's prior written consent. With respect to Confidential Information that is a trade secret, the obligations under this Agreement shall continue for so long as that information remains eligible for protection as a trade secret under applicable laws.

Each party shall disclose such Confidential Information only to its employees who have a need to know such information in connection with the performance of such party's duties under this Agreement; provided, that each party shall appropriately bind each of its employees to whom such disclosure is made, to hold the Confidential Information in strict confidence and not to disclose such information to any person other than as is necessary in the course of its employment by such party. Each party will indemnify the other party for all damages suffered by such party in the The obligations of confidentiality set forth herein shall not apply to information which; (i) was rightfully in possession of or known to such party without any obligation of confidentiality prior to receiving it from the other party; (ii) is, or subsequently becomes, legally and publicly available without breach of this Agreement; (iii) is rightfully obtained by such party from a source other than the other party without any obligation of confidentiality; (iv) is developed by or for such party without use of the Confidential Information of the other party and such independent development can be shown by documentary evidence; and (v) becomes available to such party by wholly lawful inspection or analysis of products offered for sale. Further, such party may only disclose Confidential Information pursuant to a valid order issued by a court or government agency, provided that such party provides the other party:
(i) prior written notice of such obligation; and (i) the opportunity to oppose such disclosure or obtain a protective

16. Compliance with Laws.

16.1 Governmental Approvals. Reseller represents and warrants that it (i) has, and at all times during the term of this Agreement, will comply with all applicable federal, state and local laws, ordinances, codes, regulations, rules. policies, licensing requirements, regulations and procedures, including without limitation, such laws and regulations related to recycling or take-back programs for packaging, Resale or use of Arista Products, environmental laws and regulations, the use of Products under telecommunications laws, regulations or anti-bribery laws, including the U.S.

Foreign Corrupt Practices Act (collectively, "Applicable Laws") and (i) has obtained all approvals, made all filings, 1 and paris and gen is ne completed all registrations, obtained all licenses and permits and given all notices, whatsoever, as may be required to enter into this Agreement, conduct all its activities in all countries/jurisdictions comprising the Territory as contemplated herein and make all payments to Arista as and when set out in this Agreement (herein, collectively, "Governmental Approvals") and all of which Reseller shall retain or maintain in full force and effect, without amendment, change or alteration, at all times, except as may be required by law, policy or regulation, in order to retain or maintain the same. Any failure by Reseller to obtain or maintain any such Governmental Approvals for the payment to Arista shall not release Reseller of its obligations hereunder.

16.2 Export Sales and Export Controls.
i. Reseller acknowledges that the Arista Products, Arista Services and technology or direct products thereof it may purchase and Resell under this Agreement are subject to export controls under the laws and regulations of the 13 REVISION 20230104
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Territory and the United States (U.S.). Reseller shall comply with such laws and regulations governing use, export, re-export, and transfer of Arista Products, Services and Technology and will obtain all required U.S. and local authorizations, permits, or licenses. Arista and Reseller each agree to provide the other such information and assistance as may reasonably be required by the other in connection with securing such authorizations and licenses, and to take timely action to obtain all required support documentation. ii. Reseller hereby certifies that none of the Arista Products, Arista Services or technical data supplied by Arista under this Agreement will be sold or otherwise transferred to, or made available for use by or for, any of the following without first obtaining U.S. government authorization and specific approval from Arista: (i) any country or region listed in Country Group E at Supplement No. 1 to Part 740 of the Export Administration Regulations (EAR) or subject to comprehensive U.S. trade sanctions by the U.S. Office of Foreign Assets Control, (ii) any person or entity that is engaged in activity requiring authorization pursuant to Part 744 of the EAR (e.g., certain activities related to military, nuclear, missiles, or biological or chemical weapons), or (iii) any party identified on a U.S. government restricted party list (e.g., Denial Persons List, Entity List, Specially Designated Persons List, etc.) or any entity subject to restrictions based on its ownership by one or more restricted parties. ili. Reseller agrees to maintain full, true and accurate records of exports, re-exports and transfers of the Arista Products, Services and technology, purchased and deployed or distributed, according to U.S. laws and laws of the Territory for at least five (5) years following the date of any such export, re-export, or transfer.

Upon request, Reseller agrees to obtain and provide to Arista any end-user certification required by Arista in order to address trade compliance concerns.

16.3 Anti-Corruption Compliance.
i. The parties each acknowledge that they are subject to the provisions of the FCPA, as well as other applicable anti-corruption laws and regulations, including without limitation the United Kingdom Bribery Act of 2010.

These laws and regulations prohibit the offer or promise of anything of value, either directly or indirectly, to an official of a foreign government, foreign political party, party official or candidate for foreign office, for the purpose of influencing any act or decision in their official capacity, or inducting that official to use his or her influence with a foreign government to assist a party in obtaining, retaining or directing business to any person, or in obtaining, retaining or directing business to any person, or in securing any improper business advantage. Each party agrees that it will not take any action that could cause the other to be in violation of the FCPA or United Kingdom Bribery Act of 2010 or any other applicable anti-corruption law or regulation. Improper payments, provisions, bribes, kickbacks, influence payments, or other unlawful provisions to any person are prohibited under this Agreement. ii. Reseller understands that Arista may immediately suspend payment, in its sole discretion and without notice, if the actions or inactions of Reseller become subject to an investigation, formal or informal, regarding potential violations of applicable anti-corruption laws and regulations. Moreover, Reseller understands that if Arista determines that Reseller failed to comply with the provisions of any applicable anti-corruption laws and regulations, Arista may immediately terminate this Agreement and any payments due thereunder, in its sole discretion and without ili. Reseller warrants that all persons acting on its behalf will comply with all applicable laws in connection with all work on behalf of Arista, including but not limited to the anti-corruption laws if any, prevailing in the country(ies) in which Reseller has its principal places of business, performs work on behalf of Arista and the Territory. Upon request by Arista, Reseller will require that its subcontractors, consultants, agents and/or representatives execute a written FCPA compliance statement containing similar representations that are contained in this Section.

Reseller further warrants and represents that should it learn or have reason to suspect any breach of the covenants in this Section, it will immediately notify Arista.

Federal Procurement Compliance. For all Federal Public Section Sales, including indirect sales through additional sales channels, Reseller warrants that it is in full compliance with all Federal procurement laws and regulations, including but not limited to those set forth in FAR part 3 and FAR part 9. Reseller further warrants that it will immediately notify Arista in the event Reseller receives notification that it is not in compliance with all applicable Federal procurement laws and regulations, or in the event Reseller receives credible evidence questioning Reseller's compliance with such laws and regulations, or that any governmental entity is investigating, formally or informally, Reseller's compliance with such laws and regulations.
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Partner Code of Conduct. Reseller shall comply with, and shall on request, acknowledge in writing that it has accepted and complied with, Arista's Partner Code of Ethics and Business Conduct. Arista reserves the right to update its Partner Code of Ethics and Business Conduct at any time. Reseller should consult Arista's website and/or

17. General.

17.1 Performance of Reseller. Reseller agrees that it will at no time do, cause or permit to be done, published or said any information, act or thing which is or may be detrimental to the best interests or the business reputation of Arista. This provision shall survive the expiration or termination of this Agreement.

17.2 Choice of Law.
(a) If this Agreement is executed by Arista Networks, Inc or any of its Affiliates that are organized under the laws of a country located in the Americas, the validity, interpretation, and enforcement of this Agreement shall be governed by the domestic laws of the State of California, United States of America, as if performed wholly within such State and without giving effect to principles of conflicts of laws, and the State and Federal courts of California shall have exclusive jurisdiction over any claim arising hereunder, except as expressly provided below.

If this Agreement is executed by an Arista affiliate that is not listed in subsection (a) above, the validity, interpretation, and enforcement of this Agreement shall be governed by the domestic laws of the Republic of and the courts of Ireland shall have exclusive jurisdiction over any claim arising hereunder, except as expressly provided below.
(c) Notwithstanding the foregoing, either party may seek interim injunctive relief in any court of appropriate of this Agreement.

Assignment. Neither this Agreement, nor any rights under this Agreement, may be assigned by operation of express prior written consent of Arista, which it may withhold in its sole discretion. Arista may require the execution of an Assignment Agreement acceptable to Arista prior to providing any such consent. Any attempted assignment in violation of the preceding sentence shall immediately and automatically terminate this Agreement and be without legal effect. Arista shall be entitled to assign this Agreement, and any and all of its rights under this Agreement, without restriction to any affiliate, subsidiary, or other third party or parties at any time. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the successors and permitted assigns of the Parties.

Relationship of the Parties. The Parties are independent contracting parties and have no power or authority to bind the other or to create any obligation or responsibility on behalf of the other in any respect whatsoever. This Agreement does not create any agency, partnership, joint venture, employment or franchise relationship. Furthermore, no labor relationship between Arista and Reseller employees is created hereby. Under no circumstances shall any employee, agent or contract of one Party be deemed to be the employee of the other for any purpose. Reseller shall indemnify and hold Arista harmless against any claim or judicial action whatsoever from any Reseller employee.

Survival. Sections 1 (Definitions), 3.2 (Reservation of Rights), 3.3 (License Restrictions and Conditions), 4 (Trademarks), 9 (Record-Keeping and Audits), 10 (Term and Termination), 11 (Limited Warranty and Warranty Disclaimer), 13 (Limitation of Liability), 14 (Waiver of Consequential Damages), 15 (Confidentiality), 16 (Compliance with Laws) and 17 (General) shall survive expiration or termination of this Agreement.

Notices. All notices under this Agreement shall be provided by confirmed email: (i) by Reseller to [email protected], and (ii) by Arista, to the electronic mail address provided by Reseller with its registration application. Notices shall be deemed received one business day after being sent by e-mail.

Enforceability. Reseller agrees that the electronic mail address it has provided corresponds to a person that has the capacity and authority to execute this Agreement and any amendments on behalf of Reseller. Reseller and Arista each waive any defense to the validity or enforceability of this Agreement arising from the electronic submission and electronic acceptance of this Agreement by Reseller. If Reseller requires a physical document evidencing the Agreement, Reseller may print the accepted Agreement.

17.8 URLs. Reseller hereby confirms that it has the ability to access, and has read and agreed to the information 15 REVISION 20230104
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made available by Arista on its Websites referred to anywhere within this Agreement. Reseller acknowledges that Arista may modify any URL address or the availability of any information at any address from time to time and without Entitlement. Reseller acknowledges that Arista has the right to verify an End User's entitlement to receipt of Arista Services, and that End Users are entitled to receive services only for Arista Products for which Arista has been paid the applicable license and fees.
other party with prompt written notice describing the Force Majeure condition and immediately continues performance whenever and to the extent such causes are removed. If, due to a Force Majeure, the scheduled time of delivery of performance is or will be delayed for more than ninety (90) days after the scheduled date, the party not relying upon the Force Majeure condition may terminate, without liability to the other party, any purchase order or portion thereof covering the delayed Arista Products and/or Arista Services. The term "Force Majeure" shall be defined to include fires or other casualties or accidents, acts of God, shortages of supplies, severe weather conditions, strikes or labor disputes, war or other violence, or any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental agency.

17.11 Severability. If any part of this Agreement is found to be unenforceable, the remainder shall continue in full force and effect and the unenforceable provision shall be reformed so as to give maximum legal effect to the intentions of the Parties as expressed herein.

17.12 Waiver. The failure of any party to enforce any of the terms and conditions of the Agreement shall not constitute a waiver of that party's right thereafter to enforce each and every term and condition of this Agreement.

17.13 Other Remedies. All Arista remedies specified in this Agreement shall be in addition to, and shall in no way limit, any other rights and remedies that might be available to Arista, all of which Arista hereby expressly reserves.

Governing Language. The Parties agree that this Agreement is written and accepted in English. Any translation of this Agreement from its English version is provided for convenience only.

17.15 Non-Exclusive Market and Purchase Rights. It is expressly understood and agreed that this Agreement does not grant Arista or Reseller an exclusive right to purchase or sell any products or services and shall not prevent either party from developing or acquiring or selling competing products or services of other vendors or customers.

Publicity. Except as may be expressly provided in this Agreement, neither Arista nor Reseller will issue press releases or make other public announcements that identify Reseller as an authorized or registered Reseller without the express written consent of the other Party. In addition, Reseller shall at no time (nor cause any third party to) take any action, publish or otherwise communicate anything that is or may be detrimental to the business reputation of Arista.

17.17 Entire Agreement. This Agreement is the complete agreement between the Parties hereto concerning the subject matter herein and replaces any prior and contemporaneous quotations, proposals, understandings, contiona, understand other remenis, prete in or wants presented rea 'onditions, understandinas, agreements.
specified herein. Without limiting the foregoing, this Agreement will prevail over any conflicting terms contained in a Purchase Order. This Agreement may only be modified by a written document executed by the Parties hereto.

Counterparts. Facsimile or scanned signatures and signed facsimile or scanned copies of this Agreement will legally bind the Parties to the same extent as originals. This Agreement may be executed in multiple counterparts all of which taken together will constitute one single agreement between the Parties.

Privacy. Reseller acknowledges that to the extent Arista collects or processes personal data from Reseller, including that of Reseller's personnel to provide the services, Arista does so in accordance with Arista's privacy policy available at: https://www.arista.com/en/privacy-policy, as updated by Arista from time to time. Arista uses personal data from Reseller only in connection with the administration of the Agreement and in providing any sales, service or support for Reseller. Reseller represents and warrants that it has the right to disclose such personal data to Arista including any notice and consents necessary for Arista to process such data as set forth herein.

17.20 No Joint and Several Liabilities. Each Affiliate shall be solely responsible for its own performance under 16 REVISION 20230104
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the Agreement. The parent company or any other Arista group entities shall not be liable for the acts or omissions of the Arista entity entering into this Agreement.

Exhibit A:

Professional Services Resale Exhibit
This Professional Services Resale Exhibit is an Exhibit to the Non-Exclusive Reseller Agreement ("Agreement") entered into by Arista and Reseller and is incorporated into the Agreement by this reference. Unless otherwise noted, the capitalized terms used in this Exhibit shall have the same meaning as set forth in the Agreement. In the event of a conflict between the terms of this Exhibit and the Agreement, the term of this Exhibit shall control.

1. PROFESSIONAL SERVICES AND AUTHORIZATION
1(a) Arista has provided a quote ("Quote") to Reseller identifying certain professional services Reseller is authorized resell under this Exhibit ("Arista Professional Services") to End Users located in the Territory. Arista Professional Services shall be identified on the Quote as either to be provided solely on a quantity basis ("Consulting PS", as further defined below) with an "SVE" SKU including a time metric (either "1H", "1D", "1M" or "1Y"), or on a project deliverable basis ("Deliverable PS", as further defined below) with an "SVE" SKU that does not include a time metric. 1(b) Deliverable PS. The scope of Deliverable PS is limited to what is agreed to in the applicable scoping form ("Task List"). Prior to offering any Deliverable PS to an end user, Arista and Reseller shall scope the terms of each engagement pursuant to a Task List which shall be substantially in the format as set forth in Appendix A and which shall include, the specific Deliverable PS to be provided, the schedule for the provision of such Deliverable PS, deliverables that will be provided as a result of the Deliverable PS (if any "Deliverables") and the amounts payable for the performance of such Deliverable PS. If Reseller is offering Deliverable PS Reseller shall be permitted to enter into a Statement of Work ("SOW") with the End User that sets forth the terms of the Task List that has been agreed to by Arista and Reseller. Arista shall have no obligation to provide any Deliverable PS (including any Deliverable) to an End User unless Arista and Reseller have agreed in writing to such Deliverable PS in the applicable Task List and then only to the extent expressly set forth in such Task List. Reseller shall provide Added Value to this Arista ned i each sort us. Resolt shal provide Added lue to this Ant.

Professional Services transaction as outlined in each SOW. 1(c) Consulting PS. The scope of Consulting PS is limited to the quantities of Arista Professional Services specified on the Quote and only includes general technical consulting services for Arista products and no Deliverables are 1(d) Usage Limitations. If Consulting PS is purchased (or if Deliverable PS is purchased and includes additiona Consulting PS), Reseller's receipt of the Consulting PS is subject to the usage limitations outlined in the below tabl PS Time Purchased Usage Period
Less than 15 days 3 months
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Between and including 15 and | 9 months
45 days
Between and including 46 and 12 months
75 days
Between and including 76 and 24 months; 75 days or more to be utilized within 12 months and any remaining 150 days balance to be utilized within 24 months.

Greater than 150 days 36 months, to be utilized as follows: 75 days or more to be utilized in the 0- 12 month period, 75 days or more to be utilized in the 13 - 24 month period and any remaining balance to be utilized within the 25 - 36 month period.

2. PAYMENT AND FEES. In consideration of the Arista Professional Services rendered and Deliverables (if any) delivered under this Exhibit, Reseller shall pay Arista the fees as set forth in the Task List or the Quote (as applicable the "Fees"), and reimburse Arista for reasonable expenses incurred in connection with performing the Professional Services under the Task List or Consulting Specifications (as applicable "Expenses"). Except as otherwise provided, all Fees and Expenses are quoted and/or invoiced in United States dollars and are non-refundable. Reseller represents and warrants that it will resell only the Arista Professional Services specified in the Task List or Consulting Specifications under this Exhibit to End User.

3. END USER TERMS. Reseller represents and warrants that it has an agreement in place with End User to ensure that End User shall be bound by the terms of Sections 5, 6, 7, 8 and 9 of this Exhibit, prior to, and as a condition of, any resale of Arista Professional Services to End User. Furthermore, for the avoidance of doubt, the parties restate the terms of Section 2.4 of the Agreement and that the use of Arista Software by any End User shall be subject to the http://www.arista.com/assets/data/pdf/EndUserLicenseAgreement.pdf (which may be updated at any time at the sole discretion of Arista by notice to the Reseller or via the Arista website) (the "EULA"). The provision of any support services by Arista to any End User shall be subject to the terms set forth in the Master Services Agreement ("MSA") which may be found at http://www.arista.com/assets/data/pdf/MasterServicesAgreement.pdf (which may be updated at any time at the sole discretion of Arista by notice to the Reseller or via the Arista website) (the MSA and, together with the EULA and Limited Warranty (defined below), the "End User Agreements"). Reseller shall provide the End User Agreements to each End User at the time of purchase and shall require each End User to be bound by the terms of the End User Agreements prior to, and as a condition of, any Resale of Arista Products or Arista support services to such End User. Reseller shall notify Arista promptly of any breach of any of the terms of the End User Agreements or this Exhibit that comes to the notice of Reseller, and further agrees that it will assist Arista to diligently pursue action against any third parties in breach thereof.

4. INDEMNIFICATION. Reseller shall defend, indemnify, and hold Arista, its affiliates, directors, employees, and representatives harmless against any liabilities, losses, damages, claims, demands, fees, expenses and other costs of any kind or nature, including, without limitation, any attorney fees, expert fees, filing fees, judgments, and settlement amounts associated therewith, as and when incurred, arising out of or related to Reseller's breach of Section 3 of this Exhibit or arising due to any acts or omissions of Reseller including, without limitation, any claims by End User regarding the provision of Arista Professional Services which exceed the terms of an applicable Task List, Consulting Specifications or this Exhibit.

5. LIMITED SERVICES WARRANTY. Arista represents and warrants that the Professional Services it provides hereunder will be of a professional quality conforming to generally accepted industry standards and practices except as specified in this Section, all express or implied conditions, representations, and warranties including, without limitation, any implied warranties or conditions of merchantability, fitness for a particular purpose, satisfactory quality, against infringement or arising from a course of dealing, usage, or trade practice, are hereby excluded to the extent allowed by applicable law. If Reseller or End User discovers a material deviation in the Professional Services or Deliverables from the applicable written specifications or requirements, then Reseller or End User shall, within ten (10) business days after completion or delivery, submit to Arista a written report describing the deviation in sufficient 18 REVISION 20230104
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detail for Arista to identify and reproduce the deviation, and Reseller's sole remedy for such non-compliance shall be, at Arista's discretion (i) for Arista to correct the deviation within a reasonable time following Reseller's written notice, or (ii) if Arista is unable to correct the deviation, then, upon Reseller's request, Arista shall refund any payments that Reseller has made specifically for such non-compliant Services or Deliverables. Reseller's sole remedy for breach of such express limited warranties is re-performance or refund as set forth in this Section 5. If there is any inconsistency between this Section 5 and the warranties and disclaimers provided by Reseller to End Users this Limited Services Warranty shall prevail.

6. INTELLECTUAL PROPERTY RIGHTS.
6(a) LICENSE. Except as otherwise expressly set forth in a Task List or the End User Agreements, Arista reserves all its intellectual property rights, and nothing herein shall be deemed or interpreted to grant or transfer any rights or licenses, whether expressly or by implication, estoppel, or otherwise. Further, except as otherwise expressly set forth in a Task List, Arista retains all right, title and interest, including without limitation all intellectual property rights, in and to any deliverables. To the extent any deliverables under the Arista Professional Services constitute modifications or enhancements to Arista's products and services, such deliverables shall be deemed to be included in End User's separate license thereto, for the remaining duration of the applicable subscription to such Arista products and services.
6(b) RESELLER AND END USER MATERIALS. Any materials furnished by End User or Reseller for use by Arista shall remain the property of End User or Reseller respectively, provided that End User or Reseller hereby grants to Arista a nonexclusive, royalty-free, perpetual license to copy, use, and make derivative works of such materials as reasonably necessary in connection with the performance of a Task List or Consulting Specification. 6(c) FEEDBACK. Reseller and End User may provide notice to Arista of any errors or difficulties discovered with respect to the Arista Professional Services and/or related Arista products, software, or services, and may also provide other feedback to Arista concerning the functionality and performance of the Arista Professional Services and/or related Arista products, software, or services (collectively, "Feedback"). All Feedback will be the sole property of Arista and, to the extent Reseller or End User has any right title or interest in or to any Feedback, Reseller and End User hereby assign all right, title, and interest in and to such Feedback (including without limitation any intellectual property rights therein) to Arista, and Arista and its designees may exploit such Feedback without restriction. Reseller and End User agree to perform such further acts as may be reasonably necessary to evidence such assignment.

7. NON-SOLICITATION. Reseller and End User agree that for the term of any Task List or Consulting Specification issued under this Exhibit and for a period of one (1) year thereafter, Reseller and End User will not directly or indirectly, recruit, solicit, discuss employment with or engage any Arista's (or its affiliates') personnel then assigned to provide any aspect of the Arista Professional Services or who were so assigned within the previous one (1) year period, or induce any such individual to leave the employ of Arista (or its affiliate).

8. TIMELY PERFORMANCE. Reseller and End User acknowledge and agree that the timely performance by Arista of the Arista Professional Services is dependent upon Reseller and End User performing its obligations under this Exhibit and the Task List or Consulting Specification, and providing access to the relevant information, sites, systems, and/or services necessary to perform the Arista Professional Services, and that any delay or failure to perform by Reseller or the applicable End User shall extend the time for Arista to perform.

9. OBLIGATIONS ON TERMINATION. Termination shall not relieve Reseller of the obligation to pay any fees accrued or payable to Arista prior to the effective date of termination. Upon termination of this Exhibit, Arista, Reseller and End User will immediately return all Confidential Information, data, materials, and other property of the other party in its possession.
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Appendix A
Task List Template
This Task List is entered into and effective as of < date (day/month/year)> (the "Effective Date") by and between the Arista entity indicated in the signature block below on behalf of itself and its Affiliates ("Arista") and ("Reseller") pursuant to the terms of the Professional Services Resale Exhibit to the Non-Exclusive Reseller Agreement between the parties dated <date (day/month/year)> (the "Agreement"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

General
This Task List defines the Professional Services to be performed by Arista for the benefit of End User. • This Task List is governed by the terms set forth in the Agreement. In the event of a conflict between this Task List and the Agreement, the terms of the Agreement will prevail. • Only End User [INSERT END USER] is entitled to receive the Professional Services described in this Task • The start date will be mutually agreed by both parties and set after the signature of this Task List and the end date will be either the completion of the last milestone or the consumption of all the days that have been purchased.
• The tasks detailed in this Task List cannot start until all required contracts have been executed and a Purchase Order has been received and approved by Arista. • Unless otherwise terminated earlier in accordance with the terms of the Agreement, this Task List shall remain in effect from the Effective Date until the completion of the Professional Services by Arista.

II. Payment
In accordance with the terms of the Agreement, the Reseller shall pay the following fixed amount for the Professional Services and Deliverables stated in this Task List:

Fee
Expenses
If a change is required, a new amount will be agreed to by the parties in accordance with Section VII Project Change Process of this Task List.

III. End User Responsibilities
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•
• Providing timely access to all the information required for the completion of all the tasks and overall project, such as (but not limited to) network diagrams, network nodes configuration and network documentation. If information is not provided in a timely manner there may be an impact in the project timeline. • Providing points of contact within the customer organization to act as sources of information for any questions that can appear during the project execution
• Providing physical access to the facility (if required) Providing remote access to the network elements that are part of the project • Providing feedback to documents produced by the Arista Lead Engineer in due course IV. Scope of Professional Services
The scope of Professional Services engagements may include but shall not be limited to those services and deliverables delineated Processional datasheet
https://www.arista.com/assets/data/pdf/PS-Cloud-migration-datasheet.pdf, which Arista may update from time to time in its sole discretion.

Arista will provide the Professional Services either for (i) a fixed price without specifying a particular number of days, or (i) for a time and materials price comprising of a commitment to provide a fixed amount of day's onsite and a fixed amount of days to be delivered remotely. This is further detailed in the following Section V of this Task List.

V. Arista Responsibilities
Lead engineer
• A lead engineer will be allocated to the project by Arista and act as the point of contact for all project activities.

Arista Deliverables
[SELECT EITHER OPTION A OR B]
[Option A - Time and Materials]
• Consulting PS engagement
The Lead engineer will present onsite for [amount of on-site days] • The number of days onsite will be grouped into [amount of trips] • The Lead engineer will work remotely for [amount of remote agreed] [Option B - Fixed Scope]
• High-level design document (HLD)
Deliverable Details
• The HLD covers the following details of the project:
• List of customer requirements
• Explanation of how Arista addresses them including which technology is used • Description of the involved hardware components and their respective specification
• Block level topology
Cabling (as far as it is relevant to the HLD)
Overlay
Underlay
Access block including loop
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Routing block
Multi-tenancy
• Device monitoring and management
• Management solution
Description of traffic flows
these failure of how failures change the trafic flow and how the design mitigates • The project's bill of material
Prerequisites
• The customer requirements were gathered and agreed upon after having a desigr workshop with the customer
• The customer provided all documents covering the existing environment as far as they are required to write the HLD.
• Deliverable Assumptions
The HLD does not cover the design of any third-party component. • The HLD is written in English.
• The Arista consultant comes on site for the design workshop as well as the review meeting (two days in total)
Deliverable Completion and Acceptance Criteria
• Arista will share a draft of the HLD with the customer for review and will hold a document review meeting. The customer can then provide comments that will be addressed by the Arista as far as they are within the scope of the document. Arista will then share the final version with the customer. The customer then confirms having received the final version of the document. This confirmation is understood as the formal acceptance of the HLD • Low-level design document (LLD)
• Deliverable Details
• The LLD is based on the HLD and covers the following details:
• List of devices including hostnames, VLANs, IP address ranges, etc. • Specific configuration templates for every design aspect described by the HLD Prerequisites
• The customer must have approved the HLD.

The customer must have provided the required details like hostnames, IP addresses, etc. as required by the LLD.

Deliverable Assumptions
• The LLD does not cover the design of any third-party component.

The LLD is written in English.

The LLD does not specify the configuration of each device. It specifies the configuration by means of templates.
• The Arista consultant comes on site for the review meeting (one day in total) Deliverable Completion and Acceptance Criteria
• Arista will share a draft of the LLD with the customer for review and will hold a document review meeting. The customer can then provide comments that will be addressed by the Arista as far as they are within the scope of the document. Arista will then share the final 22 REVISION 20230104
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version with the customer. The customer then confirms having received the final version of the document. This confirmation is understood as the formal acceptance of the LLD deliverable.
• Migration plan document (MIP)
Deliverable Details
The implementation plan (a sequence of procedures) to be followed by the customer and Arista during the execution of the MIP. The MIP will not include actual configuration files for each device; instead, it will refer to the configuration templates provided in the LLD.

The MIP specifically comprises:
• Starting state (in terms of network and services)
End state (in terms of network and services)
• Migration activities (steps) associated with this milestone • Validation criteria (e.g. tests and verification activities to be done at the end of the migration activities)
• Risks and mitigating actions
• A rollback plan to be followed by the implementer during the migration in case it is required
Prerequisites
• The customer must have approved the LLD.
• The customer must provide documents that describe the current setup detailed enough to allow a migration plan to be written.

Deliverable Assumptions
The MIP does not cover the migration of any third-party component.

The MIP is written in English.
• This MIP does not include on-site presence.

Deliverable Completion and Acceptance Criteria
Arista will share a draft of the MIP with the customer for review and will hold a document review meeting. The customer can then provide comments that will be addressed by the Arista as far as they are within the scope of the document. Arista will then share the final version with the customer. The customer then confirms having received the final version of This confirmation is understood as the formal acceptance of the MIP • Acceptance test plan document (ATP)
Deliverable Details
• The ATP document covers the following details:
• Hardware Acceptance Test Plan:
• Post-installation physical inspection checklist for all involved hardware components;
• Hardware diagnostic checks;
Basic system configuration and network connectivity checks. • Service Acceptance Test Plan:

A list of ATP tests designed to validate network readiness; and Detailed testing procedures for each ATP test:
• Test description and goal,
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• Test preparation steps,
• Test execution steps,
• Results-capture steps, and
• Expected test results
Prerequisites
The customer must have approved the LLD.

Deliverable Assumptions
• The ATP does not cover testing of any third-party component. • The ATP is written in English.
• The ATP does not include on-site presence.

Deliverable Completion and Acceptance Criteria
• Arista will share a draft of the ATP with the customer for review and will hold a document review meeting. The customer can then provide comments that will be addressed by the Arista as far as they are within the scope of the document. Arista will then share the final version with the customer. The customer then confirms having received the final version of the document. This confirmation is understood as the formal acceptance of the ATP deliverable.
• CVP rollout
Deliverable Details
Arista provides assistance to the customer for the initial setup of the CVP management solution. This includes in particular:
• Initial setup of the CVP appliances/virtual machines
• Basic configuration (DNS/NTP/AAA)
• ZTP DHCP server configuration
• Configlets will be built as templates for the baseline and services identified in the HLD
Prerequisites
• The customer must have approved the LLD.

The CVP appliance(s) must have been racked and stacked (applicable only if the customer deploys the physical CVP appliance)
• The CVP VMs must be created within the VMWare environment (applicable only if the customer deploys the virtual CVP appliance)
Deliverable Assumptions
The customer must provide device access to Arista personnel (two days in total) The Arista consultant comes on site for up to two times (two days in total) Deliverable Completion and Acceptance Criteria
• The delivery is completed by providing the CVP rollout support as described above. • Migration support
Deliverable Details
• Arista provides assistance to the customer for up to three migration windows. • The migration should follow the procedures as described by the MIP document.

The network level acceptance testing should follow the procedures as described by the ATP document.
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Prerequisites
• The customer must have approved the LLD, MIP and ATP document.

The customer must have racked and stacked the required hardware.

Deliverable Assumptions
• The customer must provide application-level acceptance test plans and execute them to determine the success of the migration.
• The customer must provide device access to Arista personnel.

The Arista consultant comes on site for up to three times (three days in total).

Deliverable Completion and Acceptance Criteria.
• The delivery is completed by providing the migration support as described above.

Exclusions from the Arista deliverables:
• Racking and cabling or any other physical installation of equipment. • Site surveys.
• Supply of a lab environment.
• Configurations of third party vendor's networking devices.

VI. Onsite services
If required and agreed to by the parties onsite services will be provided at the locations below. All other Professional Services shall be performed remotely at Arista locations.

Site 1 Site 2
<Address> «Address >
‹Contact name> ‹Contact name>
‹Contact number> ‹Contact number>
VII. Project Change Process
The Reseller may request a change, in writing, to the project. The change will be evaluated by Arista and any project impact will be identified.

A project change request should contain:

A description of the change including:

The reason for the change.
• What changes in project scope and/or deliverables will be required to achieve the objectives. • The impact if the change is not done.

The requester.

As a result of the evaluation Arista shall take the following actions:

Any resulting change to the project timeline will be documented and such documentation will be provided to the Reseller.
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•
: Any change in resourcing will be estimated in days and notified to the Reseller.

If there is additional cost due to the change it will be communicated to the Reseller. • Any changes in scope and/or risks will be documented and such documentation will be provided to the Reseller.

If all changes are mutually agreed by the Arista and the Reseller the changes will be implemented as described. The parties shall have ten (10) business days from the date Arista provides the estimates and documentation to agree on the changes in order to adopt the changes as part of this Task List.

If no agreement can be reached with respect to the change request the Task List will remain unchanged. [SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties' authorized signatories have duly executed this Task List as of the Effective Date:

Reseller: [Arista Networks Inc.] [Arista Networks Limited] Signed by: Signed by: _
Name: Name:

Title: Title:

Date: Date:
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DocuSign
Certificate Of Completion
Envelope Id: AA61C81BC3E147E591F29C9AB5F3ED63 Status: Completed Subject: Request for eSignatures: Reseller Agreement - Data Center Interworks Inc / Arista Networks Inc fcorgid: 00DA0000000H7UGMA0
Source Envelope:

Document Pages: 26 Signatures: 2 Envelope Originator:

Certificate Pages: 5 Initials: 0 Amber Abbott
AutoNav: Enabled 5453 Great America Parkway
Envelopeld Stamping: Enabled Santa Clara, CA 95054
Time Zone: (UTC-08:00) Pacific Time (US & Canada) [email protected] IP Address: 34.218.219.0
Record Tracking
Status: Original Holder: Amber Abbott Location: DocuSign 2/12/2024 10:27:37 AM [email protected]
Signer Events Signature Timestamp
Al Carrillo —DocuSigned by: Sent: 2/12/2024 10:29:08 AM [email protected] al Carrillo Viewed: 2/19/2024 9:03:36 AM 18D25085C6254BB...

CEO Signed: 2/19/20249:04:09 AM
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 50.235.71.138
Electronic Record and Signature Disclosure:

Accepted: 2/19/2024 9:03:36 AM
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SVP Global Operations & Marketing Signed: 2/26/2024 8:23:41 AM Arista Networks
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Electronic Record and Signature Disclosure created on: 7/18/2014 4:14:29 PM Parties agreed to: Al Carrillo, Mark Foss

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ESTIMATE
Data Center Interworks, Inc [email protected] 180 Promenade Cir Ste 300 +1 (916) 842-5245 DCI
Sacramento, CA 95834 www.datacenterinterworks.com

DATA CENTER
Bill to Ship to
City of Garden Grove
City of Graden Grove
IT Department
11222 Acacia Parkway
11222 Acacia Parkway
Garden Grove, CA 92840
Garden Grove, CA 92840
United States
United States
Estimate details
Estimate no.: 2465
Estimate date: 08/13/2024
Expiration date: 09/13/2024
# Date Product or service Description Qty Rate Amount

1. CCS-720DP-48S-2F-NA Arista 720DP 48x1G PoE 4x10G SFP 10 $3,581.33 $35,813.30 Switch Brand Requirement: Sole Brand

2. SS-CVS-G-SWITCH-1M Cloud Vision as-a-Service - subscription 360 $59.77 $21,517.20 license (1 month) - switch Brand
Requirement: Sole Brand

3. SVC-720DP-48S-1M-NB Arista A-Care Next Business Day - 360 $18.52 $6,667.20 extended service agreement - 1 month
Brand Requirement: Sole Brand
Subtotal $63,997.70
Sales tax 4.90% $3,133.66
Note to customer
Quote for IFB No. S-1334 Provide Network Switches from Data Total $67,131.36 Center Interworks, Inc.

Expiry
09/13/2024
date
Accepted date Accepted by
City of Garden Grove REQUEST FOR PRICING
11222 Acacia Parkway
Garden Grove, CA 92842 IFB NO: No. S-1334
DATE OUT: July 23, 2024

THE CITY IS ACCEPTING ELECTRONIC BIDS VIA THE CITY'S PLANET BIDS PORTAL ONLY FOR THIS PROCUREMENT.

BIDS ARE REQUESTED FOR: Provide Ten (10) Arista Network Switches per the bid specifications.

The items shall be new, unused and ready for use upon delivery to the City of Garden Grove (City).

ALL BIDDERS shall submit with their bid, literature and data as evidence of compliance with the specifications.

ALL BIDS MUST BE SUBMITTED ELECTRONICALLY VIA PLANET BIDS. PLEASE SUBMIT ONE PDF COPY OF THE BID RESPONSE FILE WHICH INCLUDES ALL REQUIRED FORMS.

ALL REQUIRED FORMS MUST BE SIGNED BY THE AUTHORIZED PARTY ONLY. PRICING

IS TO BE ENTERED DIRECTLY INTO THE LINE ITEM SECTION ON THE CITY'S PLANET BIDS PORTAL ONLY! PARTIAL BIDS WILL NOT BE ACCEPTED FOR ANY REASON.

City of Garden Grove shall be the sole judge as to the acceptability, quality, function and utility of the items.

ALL PRICES ARE TO INCLUDE DELIVERY.

Required Documents to be submitted in the Electronic Bid Response include the following:

1. Bidder's Acknowledgement-Page 12

2. Bid Form-Attachment "A"-Pages 13-14

3. Bidder's Statement-Page 15: MUST BE SIGNED BY A DULY AUTHORIZED OFFICIAL

OF THE COMPANY AND RETURNED WITH THE BID DOCUMENTS

4. Co-Operative Purchasing Among Government Agencies-Page 16

5. Proof that bidder is an Authorized Arista Reseller
Bidders requesting further bid information are required to contact Sandra Segawa in writing, via e-mail: [email protected].

Arista Network Switches 1
Bid No. S-1334
Electronic Bid Submittal Information:

The City is NOT accepting walk-in/hand deliveries of bids. Bids must be submitted electronically via the City's Planet Bids portal. Instructions on how to submit an electronic bid via the Planet Bids portal can be found under the "Documents" tab on the City's Planet Bid portal for this procurement.

All bids must be received no later than 9:00 a.m., local time, on Thursday, August 22, 2024, electronically via the City's Planet Bids portal.

All verbal modifications of these conditions or specifications are void and ineffective for bid evaluation purposes. Only written changes issued by the CITY'S Purchasing Manager are authorized and binding.

BIDDER'S STATEMENT:

All bids must be signed on the bid form by an authorized official of the firm.

Unsigned bid documents and unsigned required forms, by the authorized representative of the company, will not be considered and may be deemed as non-responsive by the City.

Any deviation from the technical specifications shall be clearly listed in the section titled exceptions. However, exceptions or deviations to the bid specifications may cause your bid to be considered non-responsive.

Read carefully all paragraphs
Arista Network Switches 2
Bid No. S-1334
Bid No. S-1334
Provide Ten (10) Arista Network Switches per the bid specifications INDEX
PAGE
PART I General Terms and Conditions 4
PART II Special Provisions 8
PART III Technical Specification 9
Bid Specifications 10
PART IV Bid Forms
Bid Acknowledgment and Exceptions to Specifications 11
Attachment "A" BID FORM 13
Section 1 - Bidders Statement 15
Section 2 - Cooperative Purchasing 16
Among Government Agencies
Arista Network Switches 3
Bid No. S-1334
Part I
Bid No. S-1334

GENERAL TERMS AND CONDITIONS

1. There will not be a public bid opening for this procurement. Bid results may be requested via email to Sandra Segawa ([email protected]) if not available on the City's Planet Bids portal.

2. All verbal modifications of these conditions of specifications are void and ineffective for bid evaluation purposes. Only written changes issued bidders by the CITY's Purchasing Agent are authorized and binding.

3. The City of Garden Grove reserves the right to make award within 120 calendar days from the date bids are opened. Should award in whole or part be delayed beyond the period of 120 days, such award shall be conditioned upon bidder's acceptance.

4. Bidder agrees that to his knowledge no council member, officer of employee of the City of Garden Grove (CITY) has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, or in the business of the contracting party other that the CITY, and that if any such interest comes to the knowledge of either party at any time, a full and complete disclosure of all such information will be made in writing to the other parties, even if such interest would not be considered a conflict of interest under Article 4 of chapter 1 of Division 4 of Title 1 (commencing with Section 1090) on Title 9, Chapter 7 (commencing with Section 87100) of the Government code of the State of California.

5. DELIVERY TIME: The terms "ASAP" or "As Required" are not sufficient for the purpose of this bid.

6. IF APPLICABLE: ALL ITEMS WILL BE SHIPPED TO GARDEN GROVE CITY HALL LOCATED AT:

City of Garden Grove
IT Department
11222 Acacia Parkway
Garden Grove, CA 92840
Bids shall be signed by bidder's authorized representative and the entire submittal is to be submitted electronically via the City's Planet Bids portal. Paper bids will not be accepted for any reason.

8. The City of Garden Grove is exempt from the payment of Federal Excise and Transportation taxes, so such taxes must not be included in bid prices.

Award will be made to the lowest responsible bidder(s). The CITY reserves the right to award on an item-by-item basis, aggregate of items or the total bid, whichever is in the best interest of the CITY. Bidder must certify that the pricing shall remain Arista Network Switches 4
Bid No. S-1334
firm should any of the above award scenarios materialize. In case of error in the extension(s) in the "Extended Total" Column the unit price(s) shall govern.

10. A bidder, if requested, must be prepared to present evidence of experience, ability, service facilities and financial standing necessary to meet satisfactorily the requirements set forth or implied in the bid.

11. Successful bidder and/or bidders will be required to sign a written contract or purchase order in accordance with and including as a part thereof the published notice of Invitation to Bid the requirement and conditions and specifications, with no exceptions other than those specifically listed in the written contract or purchase order.

12. Bonds must be posted with the CITY's Purchasing Agent as follows: NONE

13. Bidder must state cash discount offered.

14. This quotation is subject to a state and local sales tax. Therefore the state and local sales tax shall be included in the bid as a separate item.

15. The successful bidder will invoice the CITY for each delivery. Invoices shall have unique invoice numbers and shall show delivery dates, location(s), quantities and packing slip numbers. Invoices shall also prominently display the CITY's assigned Purchase Order or Contract number.

To ensure prompt payment, all invoices should include the purchase order number, if applicable. Please submit all invoices to the City's Accounts Payable Department using one of the following two methods:

1. Email an electronic version of your invoice to: [email protected] or

2. Mail your invoice to:

City of Garden Grove
Accounts Payable Department
Subject: Invoice Submission
P.O. BOX 3070
Garden Grove, CA 92842

16. No form provisions of any bidder will be considered as part of the bid, unless a statement is typed or written on the bid that such form provisions are intended to be part of the bid. The CITY's bid specifications take precedence over the contractor's terms and conditions of sale.

17. The CITY reserves the right to remove from mailing lists for future bids for an indeterminate period, the name of any bidder for failure to accept contract, or the name of any Contractor for unsatisfactory performance.

18. Responsibility Criteria: Bidders must be able to demonstrate that they are responsible or qualified to perform pursuant to the specifications. The standard for evaluating responsibility will be based on the following criteria:

Arista Network Switches 5
Bid No. S-1334
A. Have adequate financial resources to perform the contract.

B. Be able to comply with the required or proposed delivery or performance schedule.

C. Have a satisfactory performance record.

D. Have a satisfactory record of integrity and business ethics.

E. Have the necessary organization, manufacturing and/or distribution facilities, experience, accounting/operational controls and technical skills necessary to perform the contract. At its election, the CITY may require a satisfactory demonstration of these factors as a condition for contract award and/or continue contract performance.

19. Bidders shall include all costs in the unit price bid.

20. In connection with discount offered for prompt payment time will be computed from delivery and acceptance at destination, or from the date correct invoice is received from the vendor or contractor if the latter date is later than delivery date. Terms of less than 10 days for cash discount will not normally be considered in making award.

21. Comments and questions concerning the bid specifications must be submitted via the City's Planet Bids portal using the Q&A function by the specified deadline.

22. The bidder shall note in his submittal any and all "alternatives" or "proposed equals" that it proposes to use in lieu of any named or designated material, product or thing that is named in the specifications and followed by the words "or equal." In the event there are "alternatives" or "proposed equals", the bidder shall specifically itemize them in his bid under a heading entitled "Proposed Equals". Failure to do so shall render the bidder's bid non-responsive. addition, if any "alternatives' or "proposed equals" are proposed by the bidder, the bidder must submit a request for substitution of proposed equal to the City within ten (10) working days of the bid closing date. This request shall include any and all appropriate data substantiating that the proposed item is "equal" to the item listed in the specifications. Failure to submit said request within the required timeframe shall be cause for its immediate rejection by the City. The City shall review the bidder's submission and shall render a decision no later than five (5) business days before the bid closing date. The bidder shall be notified in writing of the City's decision. The City reserves the right to reject any and all bids that do not meet the bid requirements and/or those bids submitted with "alternatives" or "proposed equals" that have not been previously approved by the City. All requests for substitution or proposed equals shall be submitted in writing (email is acceptable) to:

City of Garden Grove
Attention Purchasing: Sandra Segawa
11222 Acacia Parkway
Garden Grove, CA 92840
[email protected]
Arista Network Switches 6
Bid No. S-1334

23. EVALUATION SUPPORT DATA AND SAMPLES: If applicable, each bidder may be required to furnish proof of compliance in order to confirm that the product offered meets or exceeds the technical specification requirements. Additional technical data and/or sample(s) are to be furnished at no charge within five business days from date of request.

Arista Network Switches 7
Bid No. S-1334

PART II
Bid No. S-1334

SPECIAL PROVISIONS

PAYMENTS
The Contract shall be paid, upon the submission of proper invoices or vouchers, the prices stipulated herein for supplies delivered and accepted or services rendered and accepted, less deductions, if any, as herein provided.

AUDIT AND INSPECTION OF RECORDS
Contractor shall permit the authorized representatives of the City of Garden Grove to inspect and audit all records of the Contractor relating to his performance and his subcontractors' under the contract from date of contract through and until expiration of three years after completion of contract.

3. TERMINATION
The CITY may terminate this contract for default or convenience at any time by giving the Contractor written notice thereof. Upon termination for convenience, the CITY shall pay the contractor his allowable cost incurred to date of termination, and those costs deemed reasonably necessary by the CITY to effect such termination.

In addition, the CITY shall pay the contractor a percentage of profit, which relates to contract work accomplished to date of termination.

If the contractor breaches the terms or violates the conditions of the contract, and does not within ten days after notice of such breach, cure such breach or violation, the CITY may terminate the contract for default. The termination notice shall be effective immediately upon delivery and shall explain the nature of the termination.

Contractor shall be liable, in the form of liquidated damages for any and all costs incurred by the CITY as a result of such default.

4. OWNERSHIP OF REPORTS AND DOCUMENTS
Originals of all documents pertaining to the work performed under this agreement shall become the property of the CITY. Copies may be made for the consultant's records but shall not be furnished to others without written authorization from the CITY.

Arista Network Switches 8
Bid No. S-1334

PART III
Bid No. S-1334
Technical Specification

1.0 Scope
The equipment covered by this specification shall consist of: Provide Ten (10) Arista Network Switches per the bid specifications to be used by the City of Garden Grove (CITY). The vendor shall furnish, deliver, and warrant the items according to these specifications and shall include all items and/or accessories not mentioned, but required for operation of the items.

2.0 General Requirements*

2.1 When applicable, the successful bidder's items shall be subjected to a pre- delivery and post-delivery inspection by the CITY to determine that the equipment, in its final configuration, meets this technical specification and is complete and not damaged upon delivery to the CITY. The successful bidder shall notify designated CITY personnel fifteen (5) working days prior to equipment delivery so that CITY staff may complete pre-delivery inspections and complete necessary scheduling arrangements prior to the delivery to the CITY.

2.2 All items classified as standard and/or required to use the items shall be provided at no additional cost to the CITY. Items inadvertently omitted from this specification that are classified and or otherwise designated by the equipment manufacturer as required to operate the specified equipment shall be brought to the attention of the designated CITY buyer and/or contract administrator prior to electronic submittal of the bid.

2.3 The items shall be new, complete, and ready to operate upon delivery. No rebuilt or remanufactured components shall be acceptable. All components shall be Original Equipment Manufacturer (OEM), no aftermarket components shall be acceptable unless referenced in this specification and/or approved by the designated CITY representative prior to submittal of each respective bid.

2.4 The items shall be in compliance with all applicable federal, state, and local laws pertaining to this equipment. Each bidder may be required to furnish proof of compliance during the technical evaluation period and prior to award of the bid.

2.5 Delivery of the items shall be at the City of Garden Grove, IT Department, located at 11222 Acacia Parkway, Garden Grove, CA 92840. Acceptance hal rational and distoe sustain dartine dering eaves that the equipment Arista Network Switches 9
Bid No. S-1334
ATTACHMENT "A"

BID SPECIFICATIONS
IFB No. S-1334
Provide Ten (10) Arista Network Switches per the bid specifications SPECIFICATIONS: The specifications describe the requirement for 10 Arista Network Switches. The equipment will be installed by the City of Garden Grove's Information Technology Department.

Arista Network Switches:

Mfg. Part Number: CCS-720DP-48S-2F-NA
Arista 720DP 48x1G PoE 4x10G SFP Switch
Mfg. Part Number: SS-CVS-G-SWITCH-1M
Cloud Vision as-a-Service - subscription license (1 month) - switch Mfg. Part Number: SVC-720DP-48S-1M-NB
Arista A-Care Next Business Day - extended service agreement - 1 month - REQUIREMENT: All bidders must be authorized Arista resellers to submit a bid.

PRICING-LINE ITEMS (ATTACHMENT A): Bidder shall offer a price for each line item requested. Should the bidder offer an item with the unit price blank, the City reserves the right to deem the bid as non-responsive.

REQUEST FOR CLARIFICATION: All requests for clarification or questions, are to be submitted electronically via the City's Planet Bids portal, using the Online Q&A feature or you may send your questions via email to Sandra Segawa at [email protected] by the deadline of Monday, August 12, 2024 at 9:00 a.m., local time.

ALTERNATES/SUBSTITUTIONS: The City is not accepting substitutions for this bid.

Substitutions will not be accepted and those bids that include alternate models or brands will be deemed as non-responsive.

DELIVERY REQUIREMENTS: Vendor is required to deliver to the SECOND FLOOR Garden Grove City Hall to the Information Technology Department.

PRICING-LINE ITEMS (ATTACHMENT "A"): Bidder shall offer a price for each line item requested. Should the bidder offer an item with the unit price blank, the City reserves the right to deem the bid as non-responsive. Please include a copy of Attachment "A" BID FORM in the PDF bid package that is uploaded to the City's Planet Arista Network Switches 10
Bid No. S-1334
All line item pricing must be entered in the "Line Items" section of the City's Planet Bids portal.
i Provide Network Switches s-1334
Montain Ra Rante Comments/History Summary
-Unit Price Precision
2 decimal places
Item Code Type Description UOM Qty Reference MFR Model # Brand Req Arista 720DP 48x1G PoE 4x10G SFP Switch (EA 10 CCS-720DP-48S-2F-NA Sole Brand Cloud Vision as-a-Service - subscription license (1 month) - _ EA 360 SS-CVS-G-SWITCH-1M Sole Brand Arista A-Care Next Business Day - extended service agreem.. EA 360 SVC-720DP-485-1M-NB Sole Brand Sales Tax (8.75%) EA
Arista Network Switches 11
Bid No. S-1334
Bidders Acknowledgment and Listing of Exceptions to the Specification I have read and agree to comply with each of the above did specifications. If there are any exceptions to these specifications, I have clearly listed them in full below and understand that the City reserves the right to reject bids that do not meet the specifications as stated in this IFB.

Company Name: Data Center Interworks, Inc.

Address: 180 Promenade Cir #300. Sacramento, CA 95834
Phone Number: (916) 758-4187 Email Address: [email protected] =xceptions: N/A
Arista Network Switches 12
Bid No. S-1334

PART IV
IFB No. S-1334
Provide Ten (10) Arista Network Switches per the bid specifications "ATTACHMENT A"

BID FORM
I. PRICING

EXTENDED

ITEM QTY UNIT DESCRIPTION UNIT PRICE PRICE
1 10 EA Arista 720DP Network Switches $ 3,581.33 $ 35,813.30 2 360 EA Cloud Vision Subscription License $ 59.77 $ 21,517.20 3 360 EA Arista A-Care $ 18.52 $ 6,667.20
Sales Tax 8.75% $ 3,133.66
Sub Total $ 67,131.36
*Terms/Cash Discount
TOTAL BID AMOUNT $ 67,131.36
(Price to include all applicable taxes)
*Note: Terms of less than Net 20 days will NOT be accepted by the City.

PRICING IS TO BE ENTERED DIRECTLY INTO THE LINE ITEM SECTION ON THE CITY'S PLANET BIDS PORTAL ONLY! PARTIAL BIDS WILL NOT BE ACCEPTED FOR ANY REASON. HANDWRITTEN BIDS WILL NOT BE ACCEPTED FOR ANY REASON.

Arista Network Switches 13
Bid No. S-1334
IFB NO. S-1334
"ATTACHMENT A"

BID FORM CONTINUED
Company Name_Data Center Interworks, Inc.

Company Representative's Name (Printed) _AL CARRILLO
II. PART NUMBER OFFERED
Bidders are to state Manufacture's Part Number offered:

ARISTA MFG. Part # CCS-720DP-48S-2F-NA, SS-CVS-G-SWITCH-1M, SVC-720DP-48S-1M-NB III. DELIVERY PERIOD
Bidders are to state delivery period after notice to proceed:

Item No. 1 - Calendar days _ 14 _after receipt of order.

IV. OPTION
The CITY may, at its sole discretion, elect to exercise an option for additional Arista Network Switches up to one (1) year after delivery and acceptance of the original network switches provided the contractor agrees to furnish the unit at the original bid price or lower.

Arista Network Switches 14
Bid No. S-1334
Section 1
IFB NO. S-1334
BIDDER'S STATEMENT:

OUR OFFER IS AFFIRMED HERETO. It is understood that your specifications and conditions set forth on bid sheets form part of our offer. We certify the prices offered are valid for the total contract or any portion thereof.

We specifically agree to keep this offer open for 120 days.

The Bidder acknowledges receipt of amendments to the Solicitation and related documents numbered and dated:

Addendum No. Date
IFB NO. S-1334 8/13/24
FIRM NAME: Data Center Interworks, Inc.

ADDRESS: 180 Promenade Cir #300.

Sacramento, CA 95834
BY: AL CARRILLO
Type or Print Name
SIGNED BY: A Carilo Atl
TITLE: CEO
TELEPHONE: (916) _758 - 4187
FAX NO ( E-Mail: [email protected]

READ CAREFULLY ALL PARAGRAPHS - SIGN AND RETURN COPY WITH YOUR BID Arista Network Switches 15
Bid No. S-1334
Bid No. S-1334
Section 2

COOPERATIVE PURCHASING AMONG GOVERNMENT AGENCIES
The successful contractor based on this bid, is hereby requested to extend the same prices, terms and conditions of this bid to other government agencies, contingent upon mutual agreement of these other government agencies and the successful contractor.

Should such agreements materialize, contracts would be issued and administered by each individual government agency, directly with the successful contractor.

Bidder is requested to indicate if a contract based on this bid, will be extended to other government agencies under the terms described above:

PLEASE CHECK ONLY ONE: YES V_NO_
Arista Network Switches 16
Bid No. S-1334
G

GARDEN GROVE

E-BIDDING WITH THE CITY OF GARDEN GROVE ON

PLANET BIDS
For many solicitations the City of Garden Grove is requiring bids, quotes, and proposals to be uploaded electronically onto our PlanetBids portal. Please read through the information provided below to assist you when working on a City solicitation.

HOW DO I KNOW IF A PROJECT IS BIDDING ELECTRONICALLY OR BY PAPER? There are two main areas to find this information:
• In the main page for "Bid Opportunities", refer to the column labeled "Format" to determine if the project is bidding "Electronic Only," "Paper Only," or "Electronic and Paper."
• Within the bid itself, under the "Bid Information" tab, the "Response Format" section will show if the bid is bidding "Electronic Only," "Paper Only," or "Electronic and Paper."
WHAT IS THE DIFFERNCE BETWEEN BIDS SUBMITTED "ELECTRONIC ONLY," "PAPER ONLY," or "ELECTRONIC AND PAPER?"
• "Electronic Only"- bids must be submitted via the online eBidding system. • "Paper Only"- hard-copy bids must be submitted directly to the City in person or via mail/delivery service.
• "Electronic and Paper"- bids may either be submitted via the online eBidding system or hard-copy bids sent directly to the City.

HOW DOES ELECTRONIC BIDDING WORK?
To bid electronically, be sure to have only one instance of the bid open; duplicate windows may result in an incomplete bid! Complete the following steps after opening the bid:

1. Click "Place eBid" located at the bottom, right-hand corner of the page.

2. Log in, if you have not already done so.

3. If applicable, the system will validate that all documents have been downloaded from this site. The system will prompt you to download all documents, if you have not already 1 E-bidding with the City of Garden Grove
done so. Refer to the "Download" column to view your download status. Each file must say "Yes."

4. If applicable, the system will validate that addenda have been acknowledged. The system will prompt you to acknowledge all addenda if you have not already done so. Refer to the "Addenda & Emails" column to view your acknowledgement status. Each addendum must say "Yes." Double-click on any that say "No" and click the "Acknowledge" button at the bottom left. Click "Done." Repeat as necessary. Once complete, click "Place eBid."

5. You must accept the City of Garden Grove's "Terms and Conditions" in order to continue the eBid process. For questions regarding the City's "Terms and Conditions" please contact the Buyer listed on the bid posting.

6. You must accept the "Welcome" message in order to continue with the eBid process.

Please be sure to read this message carefully.

7. Complete the information requested on all the tabs shown in the eBid process. At any time you may select "Save" to save a Draft of your eBid. "Save" will lock the page. When returning to a draft eBid you must click "Edit" to make changes or updates to your bid.

8. Please read the solicitation instructions thoroughly. Upload requested documents into the correct folder as listed. There is always a general folder for any additional items you deem necessary or that we have requested and not created a folder for. You cannot submit your bid/quote/proposal if you have not uploaded the requested forms. Fill out the line item prices as requested. Your bid/quote/proposal may be deemed non-responsive if you have not submitted all requested forms.

9. When your bid is complete, click "Submit." You can then either select "Cancel" to return to the eBid to make changes or "OK" for submission.

10. NOTE: Please allow ample time for files to upload. Do not close your browser during the submission process.

11. A confirmation box will appear upon successful completion of your submission. This will include your confirmation number and eBid date/time stamp. You may review and print a copy of your submission by clicking on "Summary." At any time prior to bid closing you may click "Place eBid" and follow the prompts to edit your submitted eBid. When returning you must click "Edit" to make changes to your bid. If the bid closes before you can re-submit while making an edit to an already submitted eBid, the last fully submitted bid will be presented to the City.

12. For additional questions, you may contact the PlanetBids support team at (818) 992- 1771 and press "O."
E-bidding with the City of Garden Grove
WHY IS THE "Place eBid" BUTTON GRAYED OUT?
• A restriction has been set on this bid. Only vendors meeting the restrictions are allowed to bid.
• Hover your mouse over the "Place eBid" button to view what restrictions for bidding were placed on this bid.
• (Optional) Restrictions related to vendor registration data can be updated by editing your profile.
• Go to your Vendor Profile and make any necessary edits required to pass restrictions related to classifications.
• Come back to the bid and the classification update will apply.

WHAT ARE THE RESPONDEE AND LINE ITEM FIELDS?
The respondee information is the information of whomever is submitting the bid on behalf of your company. The line item total in the "Detail" tab calculates a total based on the unit prices you fill out in the "Line Items" tab if required.

WHAT IS A RESPONSE FILE, COST FILE, AND/OR GENERAL ATTACHMENT? • The response file is your main bid proposal.
• The cost file is the pricing for the items/service(s) requested by the City. • The general attachments are any other documents) the City is requesting. • NOTE: If you need information as to what is included in the proposal (cost file, general attachments, etc.) you must refer to the bid documents or contact the City directly. The types of files required will vary by the procurement.

I CAN ONLY UPLOAD ONE DOCUMENT OR ATTACHMENT
The City sets the number of documents you may upload in each bid. If you only see one spot for an attachment, you can scan or combine your documents into a zip folder and then upload it, or you can contact the City to request an increase in the number of documents that you may upload.

I AM HAVING DIFFICULTIES UNLOADING ATTACHMENTS

1. Click "Place eBid" and accept all messages.

2. If you are returning to a saved eBid be sure to click "Edit."

3. Go to the Attachments tab in the eBid.

4. Click the "Attach" button and a pop-up will appear.

5. Click the box labeled "File Name" to select the file from your computer.

6. Click the box labeled "File Title" to label your file. 3 E-bidding with the City of Garden Grove

7. Click "Done."

8. The file is now "Queued for upload." Once you save a draft or submit your bid, the file (s) will be uploaded into the system.

I AM TRYING TO FILL IN SOMETHING IN MY E-BID (line items, attachments, etc.) BUT IT WON'T LET ME CLICK ANYTHING
Please make sure that you have entered the eBid submittal form by clicking on "Place eBid." If you are in the eBid submittal form, be sure to click the "Edit" button in the lower, right-hand corner of the screen.

CAN I OVERWRITE MY ELECTRONIC BID?
Yes. At any time prior to bid closing you may select "Place eBid" and follow the prompts to edit your submitted eBid. When returning, you must click "Edit" to make changes to your bid. When making an edit to an already submitted eBid, if the bid closes before you can re-submit, the last fully submitted bid will be presented to the City.

DO I HAVE TO ENTER AN AMOUNT IF THE LINE ITEM QUANTITY IS ZERO? For our larger projects we may have several line items that have zero amounts. You must still enter the $0 for those line items for your bid to be accepted.

MY BID HAS BEEN INVALIDATED, WHAT DOES THIS MEAN?
If an addendum is issued after you have submitted your bid, your bid will be invalidated.

Your previous information will be saved as a draft. If necessary, you can adjust your bid based on the information provided in the addendum and then re-submit. If you have no changes/updates to make, simply re-submit your bid information. To re-submit your bid, you must first acknowledge all new addenda, click on "Place eBid" and then either edit your current bid and/or click "Submit."
For any questions please contact PlanetBids support team at (818) 992-1771 and press "O."
E-bidding with the City of Garden Grove