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REV: 12-02-24 MI Participation Agreement This Participation Agreement (this “Agreement”) is entered into as of the date of last signature by and between the City of Redwood City, California (the “City”) and Dell Marketing L.P. (“Contractor”). WHEREAS, the County of Riverside and Microsoft Corporation are parties to that certain Microsoft Enterprise Agreement (Master Agreement No. 8084445; the “Master Agreement”); and WHEREAS, Contractor and the County of Riverside are parties to that certain Licensing Solution Provider Agreement Number ITARC-00934 dated November 1, 2024 (the “LSPA”); and WHEREAS, the City wishes to order certain product licenses, receive support, and otherwise participate as an Enrolled Affiliate (as defined in the LSPA), under and in accordance with the terms of the LSPA; and WHEREAS, Contractor wishes to permit the City to become an Enrolled Affiliate in accordance with and subject to the terms of this Agreement. NOW THEREFORE, in consideration of the premises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and Contractor hereby agree as follows: 1. Defined Terms; Recitals. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the LSPA and the Master Agreement. The foregoing recitals are incorporated into and made a part of this Agreement. 2. Enrollment. As a condition to the City’s participation as an Enrolled Affiliate under the LSPA, and by its signature of this Agreement, the City agrees to complete the enrollment and comply with and be bound by all terms and conditions set forth in the LSPA and the Master Agreement. Subject to such completion and compliance, the parties agree that the City shall constitute an Enrolled Affiliate. The City represents and warrants that it meets and will continue to meet throughout the term of this Agreement, the definition of “Enrolled Affiliate” set forth in the LSPA and the Master Agreement. As an Enrolled Affiliate, City will be entitled to enforce all of the obligations of Contractor pursuant to the LPSA, including the indemnity obligations of Contractor pursuant to Section 4 thereof. 3. Term. The term of this Agreement shall commence on the date of the last signing hereof and will continue for a period of 36 months, unless terminated earlier in accordance with the LSPA or the Master Agreement. 4. Purchase Price. The aggregate purchase price for the goods and services provided under this Agreement shall not exceed One Million Dollars ($1,000,000). The ATTY/AGR.2024.010/Dell/Microsoft (Microsoft 365 Licensing) (Page 1 of 4)