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HomeMy WebLinkAboutRhino Networks 2025-04-10AGREEMENT FOR CISCO ENTERPRISE AGREEMENT PURCHASE THROUGH RHINO NETWORKS This Agreement is made and entered into this 10th day of April, 2025 (“Effective Date”), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and Rhino Networks, a corporation organized and in good standing under the laws of the state of North Carolina, an authorized Cisco Reseller, hereinafter referred to as "Reseller". RECITALS This Agreement is predicated on the following facts: a.City requires services related to the purchase of a 5-year Meraki Enterprise Agreement (EA) from Reseller, to be delivered directly to City by the manufacturer Cisco Systems, Inc., hereinafter referred to as “Cisco.” b.Reseller represents that it has the qualifications, skills, experience, and Cisco authorization to provide these services, and is willing to provide them according to the terms of this Agreement. c.City and Reseller agree that the Scope-of-Work is to support the purchase of the EA, to be delivered directly by Cisco to City in accordance with the terms of the Attachment A, “Cisco Enterprise Agreement 3.0 Program Terms – End Users”: TERMS OF AGREEMENT 1.0 DESCRIPTION OF PROJECT 1.1 The Project is described in detail in the attached Scope-of-Work (Attachment "A"). 2.0 SCOPE OF SERVICES 2.1 City and Reseller agree that the Scope-of-Work is to support the purchase of the EA in accordance with the terms of the Attachment A, “Cisco Enterprise Agreement 3.0 Program Terms – End Users” with the following additions specific to this Agreement: a.Annual Billing: The unit EA pricing per included license family is fixed for the duration of the EA (60 months) per Attachment B: “Rhino EA Quote to City of Ukiah – QN- 082053.” Reseller will invoice City for 1/5 the amount of Attachment B total i) at the signing of the EA contract and ii) for the next four anniversaries of the signing date, adjusted upward for purchases of additional Cisco equipment, and iii) when selling additional licenses to cover new equipment in excess of the quantities listed in Attachment B, assessed at the EA price pro-rated for the remaining months of the EA term. b.Interim Billing: Per the terms of Attachment A, additional Cisco Equipment ordered between EA anniversaries will be licensed at no charge until the next Anniversary unless quantity of type of the additional equipment purchased triggers a True Forward Event as defined in Attachment A, in which case Reseller will invoice City for the True Forward Event EA additions using the pricing in Attachment B, if applicable, or comparable EA pricing authorized by Cisco for new product family EA SKUs not COU No. 2425-200 included in the original EA, as needed, when such new licenses are ordered. 2.2. Additional Services. Additional services, if any, shall only proceed upon written agreement between City and Reseller. The written Agreement shall be in the form of an Amendment to this Agreement. 3.0 CONDUCT OF WORK 3.1 Time of Completion. Reseller shall commence performance of services as required by the Scope-of-Work upon receipt of a Notice to Proceed from City and shall complete such services exactly five (5) years from commencement of the EA, following receipt of the Notice to Proceed. Reseller shall complete the work to the City's reasonable satisfaction, even if contract disputes arise or Reseller contends it is entitled to further compensation. 4.0 COMPENSATION FOR SERVICES 4.1 Basis for Compensation. Unless additional services are added by Amendment according to Section 2.2 of this Agreement, Resellers total compensation shall be equal to the total value of Attachment B, plus any additional licenses for new Cisco equipment licensed during the term of the EA, under the terms set forth in Attachment A 4.2 Changes. Should changes in compensation be required because of changes to the Scope-of-Work of this Agreement, the parties shall agree in writing to any changes in compensation. "Changes to the Scope-of-Work" means different activities than those described in Attachment "A" and not additional time to complete those activities than the parties anticipated on the date they entered this Agreement. 4.3 Sub-contractor Payment. The use of sub-contractors or other services to perform a portion of the work of this Agreement shall be approved by City prior to commencement of work. The cost of sub-contractors shall be included within guaranteed not-to-exceed amount set forth in Section 4.1. 4.4 Terms of Payment. Payment to Reseller for services rendered in accordance with this contract shall be invoiced on Net 30 terms according to the schedule detailed in 2.1(a) and 2.1(b) or this Agreement. 5.0 ASSURANCES OF RESELLER 5.1 Independent Contractor. Reseller is an independent contractor and is solely responsible for its acts or omissions. Reseller (including its agents, servants, and employees) is not the City's agent, employee, or representative for any purpose. It is the express intention of the parties hereto that Reseller is an independent contractor and not an employee, joint venturer, or partner of City for any purpose whatsoever. City shall have no right to, and shall not control the manner or prescribe the method of accomplishing those services contracted to and performed by Reseller under this Agreement, and the general public and all governmental agencies regulating such activity shall be so informed. Those provisions of this Agreement that reserve ultimate authority in City have been inserted solely to achieve compliance with federal and state laws, rules, regulations, and interpretations thereof. No such provisions and no other provisions of this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Reseller and City. COU No. 2425-200 Reseller shall pay all estimated and actual federal and state income and self- employment taxes that are due the state and federal government and shall furnish and pay worker's compensation insurance, unemployment insurance and any other benefits required by law for himself and his employees, if any. Reseller agrees to indemnify and hold City and its officers, agents and employees harmless from and against any claims or demands by federal, state or local government agencies for any such taxes or benefits due but not paid by Reseller, including the legal costs associated with defending against any audit, claim, demand or law suit. Reseller warrants and represents that it is a properly licensed professional or professional organization with a substantial investment in its business and that it maintains its own offices and staff which it will use in performing under this Agreement. 5.2 Conflict of Interest. Reseller understands that its professional responsibility is solely to City. Reseller has no interest and will not acquire any direct or indirect interest that would conflict with its performance of the Agreement. Reseller shall not in the performance of this Agreement employ a person having such an interest. If the City Manager determines that the Reseller has a disclosure obligation under the City’s local conflict of interest code, the Reseller shall file the required disclosure form with the City Clerk within 10 days of being notified of the City Manager’s determination. 6.0 INDEMNIFICATION 6.1 Insurance Liability. Without limiting Reseller's obligations arising under Paragraph 6.2 Reseller shall not begin work under this Agreement until it procures and maintains for the full period of time allowed by law, surviving the termination of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with its performance under this Agreement. A.Minimum Scope of Insurance Coverage shall be at least as broad as: 1.Insurance Services Office ("ISO) Commercial General Liability Coverage Form No. CG 20 10 10 01 and Commercial General Liability Coverage – Completed Operations Form No. CG 20 37 10 01. 2.ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1 "any auto" or Code 8, 9 if no owned autos and endorsement CA 0025. 3.Worker's Compensation Insurance as required by the Labor Code of the State of California and Employers Liability Insurance. 4.Errors and Omissions liability insurance appropriate to the consultant’s profession. Architects’ and engineers’ coverage is to be endorsed to include contractual liability. B.Minimum Limits of Insurance Consultant shall maintain limits no less than: 1.General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations. If Commercial General Liability Insurance or other form with a general aggregate limit is used, the general COU No. 2425-200 aggregate limit shall apply separately to the work performed under this Agreement, or the aggregate limit shall be twice the prescribed per occurrence limit. 2.Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. COU No. 2425-200 COU No. 2425-200 PAGE 5 OF 8 3.Worker's Compensation and Employers Liability: Worker's compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. 4.Errors and Omissions liability: $1,000,000 per occurrence. 6.2 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition thereto, Reseller agrees, for the full period of time allowed by law, surviving the termination of this Agreement, to indemnify the City for any claim, cost or liability that arises out of, or pertains to, or relates to any negligent act or omission or the willful misconduct of Reseller in the performance of services under this contract by Reseller, but this indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, arising from the sole negligence, willful misconduct or defects in design by the City, or arising from the active negligence of the City. COU No. 2425-200 PAGE 6 OF 8 “Indemnify,” as used herein includes the expenses of defending against a claim and the payment of any settlement or judgment arising out of the claim. Defense costs include all costs associated with defending the claim, including, but not limited to, the fees of attorneys, investigators, Resellers, experts and expert witnesses, and litigation expenses. References in this paragraph to City or Reseller, include their officers, employees, agents, and subcontractors. 7.0 CONTRACT PROVISIONS 7.1 Ownership of Work. All documents furnished to Reseller by City and all documents or reports and supportive data prepared by Reseller under this Agreement are owned and become the property of the City upon their creation and shall be given to City immediately upon demand and at the completion of Reseller's services at no additional cost to City. Deliverables are identified in the Scope-of-Work, Attachment "A". All documents produced by Reseller shall be furnished to City in digital format and hardcopy. Reseller shall produce the digital format, using software and media approved by City. 7.2 Governing Law. Reseller shall comply with the laws and regulations of the United States, the State of California, and all local governments having jurisdiction over this Agreement. The interpretation and enforcement of this Agreement shall be governed by California law and any action arising under or in connection with this Agreement must be filed in a Court of competent jurisdiction in Mendocino County. 7.3 Entire Agreement. This Agreement plus its Attachment(s) and executed Amendments set forth the entire understanding between the parties. 7.4 Severability. If any term of this Agreement is held invalid by a court of competent jurisdiction, the remainder of this Agreement shall remain in effect. 7.5 Modification. No modification of this Agreement is valid unless made with the agreement of both parties in writing. 7.6 Assignment. Reseller's services are considered unique and personal. Reseller shall not assign, transfer, or sub-contract its interest or obligation under all or any portion of this Agreement without City's prior written consent. 7.7 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement shall be a waiver of any other or subsequent breach of the same or any other covenant, term or condition or a waiver of the covenant, term or condition itself. 7.8 Termination. This Agreement may only be terminated by either party: 1) for breach of the Agreement or 2) because funds are no longer available to pay Reseller for services provided under this Agreement, subject to the conditions for cancellation set forth in Attachment C, “Attachment C – “Cisco US Government and Education Multi-Year Subscription Non-Appropriation Policy.” A party shall notify the other party of any alleged breach of the Agreement and of the action required to cure the breach. If the breaching party fails to cure the breach within the time specified in the notice, the contract shall be terminated as of that time. If terminated for lack of funds, the contract shall terminate on the next anniversary date of the EA, provided notice is given to Reseller at least 75 days prior to the anniversary date. City shall pay the Reseller only for services performed and expenses incurred as of the effective termination date. In such event, as a condition to payment, Reseller shall provide to City all finished or unfinished documents, data, COU No. 2425-200 PAGE 7 OF 8 studies, surveys, drawings, maps, models, photographs and reports prepared by the Reseller under this Agreement. Reseller shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder, subject to off-set for any direct or consequential damages City may incur as a result of Reseller's breach of contract. 7.9 Execution of Agreement. This Agreement may be executed in duplicate originals, each bearing the original signature of the parties. Alternatively, this Agreement may be executed and delivered by facsimile or other electronic transmission, and in more than one counterpart, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. When executed using either alternative, the executed agreement shall be deemed an original admissible as evidence in any administrative or judicial proceeding to prove the terms and content of this Agreement. 8.0 NOTICES Any notice given under this Agreement shall be in writing and deemed given when personally delivered or deposited in the mail (certified or registered) addressed to the parties as follows: CITY OF UKIAH RHINO NETWORKS DEPT. OF FINANCE 4 LONG SHOALS RD 300 SEMINARY AVENUE STE B486 UKIAH, CALIFORNIA 95482-5400 ARDEN, NC 2804 COU No. 2425-200 PAGE 8 OF 8 9.0 SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: RESELLER BY: Date PRINT NAME: IRS IDN Number CITY OF UKIAH BY: Date CITY MANAGER ATTEST CITY CLERK Date Todd Carriker 04-17-2025 46-2783465 05/01/2025 Kristine Lawler (May 1, 2025 10:24 PDT) Kristine Lawler 05/01/2025 Controlled Doc. # EDCS-23300076 Ver: 1.2 Last Modified: Tue Nov 14 11:53:32 PST 2024 Enterprise Agreement 3.0 Program Terms for End Users.docx © Cisco and/or its affiliates. All rights reserved. Cisco Enterprise Agreement 3.0 Program Terms – End Users These Cisco Enterprise Agreement 3.0 Program Terms – End Users (“EA Program Terms”) apply when You Order Suites and Add-Ons through the Cisco Enterprise Agreement 3.0 Buying Program (the “EA Program ”). Capitalized terms, unless defined in these EA Program Terms, have the meaning in the General Terms. 1.Program Overview 1.1 EA Program. The EA Program provides You access to certain Software, Cloud Services, and Services offered as Suites and Add-Ons . 1.2 Applicable Terms. These EA Program Terms and the Buying Program Offer Descriptions govern the EA Program and are Supplemental Terms to the End User Terms that govern Your Use of the Suites and Add-Ons purchased under the EA Program (“Purchased Suite(s )”). These EA Program Terms must be signed and will be effective the earlier of (a) You placing Your Initial EA Order with an Approved Source, or (b) the date of signature of these EA Program Terms. 2.Purchases and Adjustments 2.1 Ordering. All purchases under the EA Program will be made through Your Approved Source and all pricing will be provided by Your Approved Source. Your first Order under these EA Program Terms must meet the minimum requirements for the EA Program (“Initial EA Order”). Following Your initial Full Commit Suite purchase in a Portfolio, You may only purchase additional Suites or Add-Ons within that Portfolio through the Approved Source that sold the initial Full Commit Suite within that Portfolio. 2.2 Subsequent Purchases . Provided there is at least 12 months remaining in the EA Term, Suites and Add-Ons purchased after Your Initial EA Order will be governed by these EA Program Terms and, by default, co-terminate with the purchases in the Initial EA Order. 2.3 Separate Purchases. The following scenarios must be covered under a new EA Program purchase subject to Cisco’s then-current Enterprise Agreement Program Terms - End Users or through a separate purchase outside of the EA Program: (i) Suites and Add-Ons purchased with less than 12 months remaining in the EA Term, (ii) Suites and Add -Ons with a desired Suite Term end date after the EA Term, or (iii) Embedded Software delivered within the last 12 months of or after the end of the EA Term. 2.4 Payment Obligations and Growth. You will pay for the EA Commitment for the EA Term and any increases in Use. (A)True Forward . Cisco has a process to periodic al ly review, invoice, and adjust Entitlements for increases in Use above Your then -current Entitlement (“True Forward”). At True Forward, if Your Use of a Suite or Add-On is greater than Your then-current Entitlement for the measured Suite or Add -On , then (i) Cisco has the right to invoice for all associated charges for such increased Use over the applicable Entitlement prospectively through the remainder of the Suite Term , (ii) You will pay for all such charges , and (iii) Cisco will adjust Your Entitlement for that Suite or Add-On going-forward to the increased Use level. (1)General. During the Suite Term, the True Forward will, by default, be conducted at the annual anniversary of the Initial EA Order date. Attachment A Controlled Doc. # EDCS-23300076 Ver: 1.2 Last Modified: Tue Nov 14 11:53:32 PST 2024 Enterprise Agreement 3.0 Program Terms for End Users.docx © Cisco and/or its affiliates. All rights reserved. Page 2 of 4 (2)Off-Cycle True Forward. If Your Use of a Suite or Add -On exceeds 115% of Your then-current Entitlement (“Exceptional Growth”), Cisco has the right to initiate an off-cycle True Forward at the next semi-annual anniversary of the Initial EA Order date in addition to Your annual True Forward . (B)Adjustments to True Forward Calculation . Certain Full Commit Suites are eligible for value shift, as specified in the Buying Program Offer Descriptions. (1)Intra Suite Value Shift. During a True Forward, the remaining value of any purchased but unused Software, Cloud Services, or Services in the applicable Purchased Suite will automatically be applied to offset fees for increased Use within the same Suite. (2)Cross Suite Value Shift. During a True Forward, for a Full Commit Suite, You may apply the remaining value in full or in part of (i) purchased but unused Software, Cloud Services, or Services and (ii) Software, Cloud Services, or Services previously Used that You agree to no longer Use, to offset amounts owed for increased Use in another eligible Suite in the same Portfolio. To take advantage of Cross Suite Value Shift You will need to: (i) have Ordered Suite(s) from the same Approved Source with the same Suite Term end date, and (ii) provide Your Approved Source with 60 days ’ notice before Your next annual True Forward anniversary. 2.5 Price Predictability. True Forward charges will be based on either a: (i) Not-to-Exceed Pricing for Full Commit Suites or (ii) fixed discount for applicable Partial Commit Suites or Add-Ons, in each case as provided to You by Your Approved Source. The pricing and discount terms for specific Suites and Add-Ons apply only to the Approved Source from whom You purchased such Suites and Add-Ons. 2.6 Responsibility for Affiliates . Your payment obligation will be based on the EA Commitment by You and any Affiliates that You have identified as participating in this EA Program. You remain responsible for all actions and omissions and payment of all charges incurred by You, any of Your Affiliates, or any other Authorized Users . In addition, You will provide Your Approved Source with an updated list of participating Affiliates to ensure compliance with the EA Program. 3.Term and Termination 3.1 EA Term. These EA Program Terms will remain in effect until expiration or termination of all the Suites and Add-Ons purchased in Your Initial EA Order (“EA Term”). 3.2 Termination. (A)Either party may terminate these EA Program Terms (or Use of specific Suites or Add-Ons, as applicable) if the other party materially breaches the Applicable Terms, and that party does not cure the breach within 30 days of written notice from the non-breaching party. If You materially breach the Applicable Terms (including for non-payment of undisputed fees to the Approved Source), Cisco may also suspend Your access to the EA Program (including Use of specific Suites or Add-Ons, or resources such as the Cisco EA Tool) after providing You noti ce and an opportunity to cure as set forth in this section . (B)Except as required by law or Section 3.2(a) above, these EA Program Terms and any Orders accepted under the EA Program may not be cancelled or terminated. 3.3 Consequences of Termination or Expiration of a Suite Term . (A)Upon expiration of the Suite Term or termination pursuant to Section 3.2(a), all rights to Use the affected Suites and Add -Ons, or the Cisco EA Tool and resources available as part of the Suites and Add -Ons, will terminate. Controlled Doc. # EDCS-23300076 Ver: 1.2 Last Modified: Tue Nov 14 11:53:32 PST 2024 Enterprise Agreement 3.0 Program Terms for End Users.docx © Cisco and/or its affiliates. All rights reserved. Page 3 of 4 (B)If You terminate for Cisco’s uncured material breach, Cisco will provide a refund to Your Approved Source for the remaining pro rata portion of amounts prepaid to Cisco for the terminated Purchased Suites and attributable to the period after termination. (C)If Cisco terminates for Your uncured material breach, You will pay all unpaid fees through the end of the then-current Suite Term for all Purchased Suites terminated. 3.4 Assignment and Transfer. Neither these EA Program Terms, nor any right or obligation herein, may be assigned or transferred by a party (including under the Cisco Software Transfer and Re- licensing Policy) without the other party’s prior written consent, which may not be unreasonably conditioned, withheld, or delayed. However, to continue providing You with the benefits of the EA Program, Cisco may assign or transfer its obligations (in whole or in part) upon written notice to You in the event of an acquisition of business assets to which these EA Program Terms relate. When validly assigned or transferred, these EA Program Terms will bind and inure to the benefit of the parties and their successors and assigns. 4.Delivery, Tax and Customs 4.1 Delivery. Cisco will make electronically delivered Software available to You and Your Affiliates in the transaction country of record and You are responsible for distributing such Software across Your organization. Software delivered on newly purchased Hardware will be made available to You and Your Affiliates at the address provided with the purchase order for the Hardware. For purchases of Hardware with Embedded Software, You must use the EA Tool during the setup of Your Cisco Enterprise Agreement. 4.2 Embedded Software. During the Suite Term, for Purchased Suites that include Embedded Software, the value of Embedded Software may be deducted from the purchase price of the related Hardware from Cisco to Your Approved Source. If You are required to pay an i mportation fee, Your jurisdiction may use the value of both the Hardware and Embedded Software to calculate the importation fee and related duties . Accordingly, the importation fee on the value of the combined products may be higher than if calculated solely using the price of the Hardware. 5.Interpretation 5.1 5.2 Order of Precedence. If there is any conflict between the EA Program Terms, the Buying Program Offer Descriptions, and the End User Terms, the order of precedence is: the Buying Program Offer Descriptions, these EA Program Terms, Offer Descriptions or Services Descriptions, and then the General Terms or equivalent written agreement between You and Cisco for accessing and using Software and Cloud Services. This order of precedence supersedes the order of precedence in the General Terms for Orders in the EA Program. Entire Agreement. These EA Program Terms, together with the applicable Buying Program Offer Descriptions and End User Terms, are the complete agreement between the parties regarding the purchase of Software, Cloud Services, and Services under the EA Program and supersedes all prior or contemporaneous communications, understandings, or agreements (whether written or oral). Entire Agreement to include City of Ukiah Professional Services Agreement. 6.Definitions Term Meaning Add-On An optional Software, Cloud Services, and Services offering that is available as an additional add-on purchase to an underlying Suite, as described in the Buying Program Offer Descriptions. Applicable Terms The EA Program Terms, Buying Program Offer Descriptions and End User Terms, as described in Section 1.2. Buying Program Offer Descriptions The description of EA Program features applicable to the Software, Cloud Services and Services in the EA Program available at the Offer Descriptions site. Controlled Doc. # EDCS-23300076 Ver: 1.2 Last Modified: Tue Nov 14 11:53:32 PST 2024 Enterprise Agreement 3.0 Program Terms for End Users.docx © Cisco and/or its affiliates. All rights reserved. Page 4 of 4 Term Meaning Cisco EA Tool The applicable platform, website, tool, or portal that Cisco makes available to You under the EA Program from time to time to enable You to: (i) view and manage Your Entitlement and Use of the Suites and Add-Ons; and (ii) access information about the EA Program. Cross Suite Value Shift The ability to shift value across eligible Suites as described in Section 2.4(b)(2). EA Commitment (i) The initial Entitlement under Your Initial EA Order, (ii) additional Entitlements associated with subsequent purchases of Suites and Add -Ons, and (iii) increases in Use. Embedded Software Software that is delivered on newly purchased Hardware. End User Terms As specified in the Buying Program Offer Descriptions: (i)For Cisco Software and Cloud Services, the General Terms (including applicable Offer Descriptions), or equivalent written agreement between You and Cisco for accessing and using Software and Cloud Services; and (ii)For Services, the applicable Service Descriptions. Entitlement The type, quantity or value, and duration of Suites and Add-Ons that You have committed to acquire (or previously acquired and agreed to cover under the EA Program), as adjusted (e.g., as a result of a True Forward). Full Commit Suite A Suite acquired on terms (including duration, price, and quantities) that fulfill the minimum requirements for a ‘Full Commit Suite’, as set out in the Buying Program Offer Descriptions. Intra Suite Value Shift The ability to shift value within an eligible Suite, as described in Section 2.4(b)(1 ). Not-to-Exceed Pricing Pricing model that (i) includes a maximum price and (ii) allows for lower prices if applicable list price decreases. Partial Commit Suite A Suite acquired in addition to a corresponding Full Commit Suite, that does not meet the minimum eligibility requirements for a Full Commit Suite. Portfolio A standardized grouping of Suites and optional Add -Ons. Services Services for the applicable Hardware, Software, or Cloud Services corresponding to the Purchased Suite. Suite A defined combination of Software, Cloud Services, and Services made available under the EA Program. Suite Term With respect to each Purchased Suite, the duration of the Purchased Suite, commencing on the earliest date any Software, Cloud Services and Services in the Purchased Suite is available for Your Use. Use To download, install, activate, provision, enable, or otherwise access or have available Suites and Add- Ons under the EA Program. You or Your The individual or legal entity purchasing the Software, Cloud Services, and Services under the EA Program. Controlled Doc. # EDCS-23300076 Ver: 1.0 Last Modified: Fri Jun 24 10:46:03 PDT 2022 CISCO CONFIDENTIAL INFORMATION, Enterprise Agreement 3.0 Program Terms for End Users.docx 1 Terms and Conditions Acceptance I have read the terms and conditions above and understand that if an order is placed, these terms and conditions will apply to the purchased suites. End User Acceptance End User Authorized Representative Name Authorized Representative Title Date Signature CITY OF UKIAH Controlled Doc. # EDCS-24218913 Ver: 5.0 Last Modified: Thu 01 Feb 2024 06:37:55 PST CISCO PUBLIC, General Terms.docx Page 1 of 7 General Terms 1. Scope and applicability 1.1 These terms (the “General Terms”) govern Your access to, and use of, Cisco Offers and incorporate any Supplemental Terms and Offer Descriptions applicable to Your Order. Capitalized terms are defined in section 14 (Definitions). 1.2 You agree to these terms by accessing or using a Cisco Offer, finalizing Your Order or through Your express agreement, whichever happens first. These terms apply independently of any contract You may have with a Cisco Partner. 2. Use Rights 2.1 License and right to use. Cisco grants You, for Your direct benefit, a non-exclusive: (a) license to use Software and Cisco Content; and (b) right to use Subscription Offers, including Cloud Services, in accordance with Your Order or as otherwise agreed in writing (collectively, the “Use Rights”). Your Use Rights are non-transferable (except Software as permitted under the Transfer Policies). 2.2 Limits on usage. You may not: (a) transfer, sell, sublicense, monetize or provide the functionality of any Cisco Offer to any third party, except as authorized by Cisco; (b) use the Software on second hand or refurbished Cisco devices or use Software licensed for a specific device on a different device unless authorized by Cisco or permitted under the Transfer Policies; (c) remove, change, or conceal any product identification, copyright, proprietary, intellectual property notices or other marks from any Cisco Offer; (d) reverse engineer, decompile, decrypt, disassemble, modify, or make derivative works of Cisco Offers; or (e) use Cisco Content other than as reasonably needed to exercise Your Use Rights. 2.3 Acceptable use. You will ensure Your access or use of Software or Subscription Offers does not: (a) violate applicable laws or the rights of any third party; or (b) impede or interfere with the security, stability, availability or performance of any Cloud Service, or any other network or service (e.g., denial-of-service attacks, penetration testing or distribution of malware). 2.4 Suspension. Cisco may suspend Your access to Software or Subscription Offers if it reasonably believes that You or an Authorized User have materially breached sections 2.2 (Limits on usage) or 2.3 (Acceptable use). 2.5 Use by third parties. If You permit Authorized Users to access Cisco Offers on Your behalf: (a) You will make sure all Authorized Users follow these terms; and (b) You are liable for any breach of these terms by an Authorized User. 2.6 Interoperability requirements. If required by law, Cisco will promptly provide the information You request to achieve interoperability between applicable Cisco Offers and another independently created program on terms that reasonably protect Cisco’s proprietary interests. 2.7 Use with third party products. Cisco does not support or guarantee integration with third party technologies or services unless they are included as part of a Cisco Offer or agreed in writing. 2.8 Changes to Subscription Offers. Cisco may change its Subscription Offers, typically to enhance them or add features. These changes will not materially reduce the core functionality of the affected Subscription Offers during the Use Term. 2.9 Maintaining Subscription Offers. Cisco may occasionally perform maintenance of its Subscription Offers which may disrupt the performance or availability of affected Subscription Offers. Cisco will provide advanced notice of planned maintenance when reasonably possible. If Cisco performs emergency maintenance without notice, it will take reasonable steps to reduce any disruption of affected Subscription Offers. 2.10 Open-source technology. Separate license terms apply to third party open-source technology used in Cisco Offers. Open-source terms are found at Cisco's Open Source webpage. As long as You use Cisco Offers according to these General Terms, Cisco’s use of open-source technology in Cisco Offers will not impede Your exercise of Use Rights or cause Your software to become subject to an open-source license. Controlled Doc. # EDCS-24218913 Ver: 5.0 Last Modified: Thu 01 Feb 2024 06:37:55 PST CISCO PUBLIC, General Terms.docx Page 2 of 7 3. Free trials 3.1 Accessing Free Trials. Your Approved Source may let You access or use Cisco Offers on a trial, evaluation, beta or other free-of-charge basis (“Free Trial”). You may only access or use the Free Trial for the period specified (“Free Trial Period”) and under any additional terms specified by Your Approved Source in writing. If no Free Trial Period is specified, You may only access or use the Free Trial for 60 days after the Free Trial is available to You. Free Trials may not come with support and may be incomplete or have errors. Unless agreed in writing by Cisco, You will not use the Free Trial in a production environment. 3.2 Ending Free Trials. At the end of a Free Trial, You will promptly Return the Cisco Offers as described in the Free Trial terms. Your Approved Source may change or terminate a Free Trial at its discretion with reasonable notice. 3.3 Continued use and disclaimer. (a) If You continue accessing a Cisco Offer after a Free Trial Period or fail to Return a Cisco Offer, You will pay any applicable fees reasonably charged by Your Approved Source. (b) Unless agreed by Cisco in writing or required by law, Free Trials are provided “AS-IS” without any express or implied warranties. 4. End of life 4.1 Notification. Cisco may end the life of Cisco Offers by providing notice at the End-of-Sale and End-of-Life Products webpage. 4.2 Pre-paid Cloud Service. If Your Approved Source is prepaid a fee for Your use of a Cloud Service that is end of life before Your then-current Use Term ends, Cisco will either (a) provide You with a generally available alternative offer, or (b) if Cisco cannot reasonably provide an alternative offer, it will credit the unused balance of fees paid for the relevant Cloud Service to Your Approved Source or You (if Cisco is the Approved Source) once You Return the Cloud Service. 4.3 Credit. Credits issued under section 4.2 (Pre-paid Cloud Service) are calculated from the last date the applicable Cloud Service is available to the end of the applicable Use Term and may be applied only towards the future purchase of Cisco Offers. 5. Paying Your Approved Source You will pay Your Approved Source all amounts due under Your Orders, including fees for additional consumption of a Subscription Offer or under a Buying Program. 6. Confidentiality 6.1 General obligation. A recipient of Confidential Information will protect that Confidential Information using the same standard of care it uses to protect its own confidential information of a similar nature, but no less than a reasonable standard of care. This section 6 (Confidentiality) will not apply to information which: (a) is known by the recipient without confidentiality obligations; (b) is or has become public knowledge through no fault of the recipient; or (c) is independently developed by, or for, the recipient. 6.2 Permitted recipients. A recipient of Confidential Information will not disclose Confidential Information to any third party, except to its employees, Affiliates and contractors who need to know. The recipient is liable for a breach of this section 6 by its permitted recipients and must ensure each of those permitted recipients have written confidentiality obligations at least as restrictive as the recipient’s obligations under these terms. 6.3 Required disclosures. The recipient may reveal Confidential Information if required by law (including under a court order) but only after it notifies the discloser in writing (if legally permissible). A recipient will reasonably cooperate with a discloser’s reasonably requested protective actions, at the discloser’s expense. 6.4 Returning, destroying and retaining Confidential Information. The recipient will return, delete or destroy all Confidential Information and confirm in writing it has done so within 30 days of the discloser’s written request unless retention is required by law or Confidential Information has been stored in a backup system in the ordinary course of business. Retained Confidential Information will continue to be subject to this section 6 for five years, or until the Confidential Information is no longer a trade secret under applicable law. 7. Privacy and security 7.1 Cisco respects Your Data and will access and use Data in accordance with the Data Briefs. 7.2 In addition, if Cisco processes Personal Data or Customer Content, Cisco will process such data according to: (a) the Data Processing Terms for Personal Data (which are incorporated by reference); (b) the security measures described in Cisco’s Information Security Exhibit; (c) the Privacy Data Sheets applicable to the relevant Cisco Offer; and Controlled Doc. # EDCS-24218913 Ver: 5.0 Last Modified: Thu 01 Feb 2024 06:37:55 PST CISCO PUBLIC, General Terms.docx Page 3 of 7 (d) privacy and data protection laws applicable to Cisco Offers. 7.3 You will ensure Your use of Cisco Offers (including collection, processing and use of Customer Content with Cisco Offers) complies with privacy and data protection laws applicable to Your Cisco Offers, including industry-specific requirements. You are also responsible for providing notice to, and getting consents from individuals whose data may be collected, processed, transferred and stored through Your use of Cisco Offers. 8. Ownership of intellectual property 8.1 Unless agreed in writing, nothing in these terms transfers ownership in any intellectual property rights. You keep ownership of Customer Content and Cisco keeps ownership of Cisco Offers and Cisco Content. 8.2 Cisco may use any feedback You provide in connection with Your use of Cisco Offers. 9. Intellectual property indemnity 9.1 Claims. Cisco will defend any third-party claim against You asserting that Your valid use of a Cisco Offer infringes a third party’s patent, copyright or registered trademark (the “IP Claim”). Cisco will indemnify You against the final judgment entered by a court of competent jurisdiction or any settlements arising out of an IP Claim, if You: (a) promptly notify Cisco in writing of the IP Claim (but failure to promptly notify Cisco only limits Cisco’s obligations to the extent it is prejudiced by the delay); (b) fully cooperate with Cisco in the defense of the IP Claim; and (c) grant Cisco the right to exclusively control the defense and settlement of the IP Claim, and any appeal. Cisco does not have to reimburse You for attorney fees and costs incurred before Cisco receives notification of the IP Claim. You may retain Your own legal representation at Your own expense. 9.2 Additional remedies. If an IP Claim prevents or is likely to prevent You from accessing or using the applicable Cisco Offer, Cisco will either get the right for You to continue using the Cisco Offer or replace or modify the applicable Cisco Offer with non-infringing functionality that is at least equivalent. If Cisco determines those options are not reasonably available, then Cisco will provide a prorated refund for the impacted Cisco Offer. 9.3 Exclusions. Cisco has no duty regarding any IP Claim to the extent based on: (a) any designs, specifications or requirements provided by You, or on Your behalf; (b) modification of a Cisco Offer by You, or on Your behalf; (c) the amount or duration of use made of a Cisco Offer, revenue You earned, or services You offered; (d) combination, operation, or use of the Cisco Offer with non-Cisco products, software, content or business processes; or (e) Your failure to change or replace the Cisco Offer as required by Cisco. 9.4 To the extent allowed by law, this section 9 states Your only remedy regarding an IP Claim against You. 10. Performance standards 10.1 Service Level Agreement. Cisco Offers will comply with applicable Service Level Agreements, as set out in the corresponding Offer Description. 10.2 Warranties. Cisco provides these warranties for Cisco Offers: Warranty Cisco Offer Hardware Software Subscription Offers Cisco warrants that the Cisco Offer substantially complies with the Documentation as follows: (a) if the Cisco Offer is a Subscription Offer, starting from commencement of the service, for the duration of the services; and (b) if the Cisco Offer is Hardware or Software, for 90 days from shipment or longer as stated in Documentation, or as set out in Product Warranties webpage. Cisco warrants it will use commercially reasonable efforts and methods to deliver the Cisco Offer free from Malicious Code. Cisco warrants that the Cisco Offer is free from defects in material and workmanship for 90 days from shipment or longer as stated in Documentation or as set out in Product Warranties webpage. To make a claim for breach of these warranties, promptly notify both Cisco and Cisco Partner (if they are Your Approved Source) within any specified warranty period. 10.3 Qualifications (a) You may have legal rights in Your country that prohibit or restrict the limitations set out in this section 10. This section 10 applies only to the extent permitted under applicable law. Controlled Doc. # EDCS-24218913 Ver: 5.0 Last Modified: Thu 01 Feb 2024 06:37:55 PST CISCO PUBLIC, General Terms.docx Page 4 of 7 (b) Section 10.2 does not apply if Your breach of the General Terms contributes to the breach of warranty, or if the Cisco Offer: (1) has not been used according to its Documentation; (2) has been altered, except by Cisco or its authorized representative; (3) has been subjected to abnormal or improper environmental conditions, accident or negligence, or installation or use inconsistent with Cisco’s instructions or the terms on which it is supplied by Cisco; (4) is provided under a Free Trial; or (5) has not been provided by an Approved Source. (c) Your sole remedy for breach of a warranty under section 10.2 is, at Cisco’s option, either: (1) repair or replacement of the applicable Cisco Offer; or (2) a refund of either: (A) the fees paid for Use Rights in the non-conforming Software; (B) the fees paid for the period in which the Subscription Offer did not conform less any amounts paid or owed under a Service Level Agreement; or (C) the fees paid for the non-conforming Hardware. (d) Except as provided in Section 10.2 above, and to the extent allowed by law, Cisco makes no express or implied warranties of any kind regarding the Cisco Offers. This disclaimer includes any warranty, condition or other term as to merchantability, merchantable quality, fitness for purpose or use, course of dealing, usage of trade, or non-infringement. Cisco does not warrant that Cisco Offers will be secure, uninterrupted or error-free. 11. Liability 11.1 Excluded liability. Neither party is liable for: (a) indirect, incidental, reliance, consequential, special or exemplary damages; or (b) loss of actual or anticipated revenue, profit, business, savings, data, goodwill or use, business interruption, damaged data, wasted expenditure or delay in delivery (in all cases, whether direct or indirect). 11.2 Liability cap. Each party’s entire liability for all claims relating to these terms will not exceed the greater of: (a) the fees paid to Cisco for the specific Cisco Offer that is the subject of the claim in the 12 months before the first incident giving rise to such liability; or (b) $100,000 USD. This cap is cumulative for all claims (not per incident) and applies collectively to each party and its Affiliates (not per Affiliate). 11.3 Unlimited liability. Nothing in this section 11 limits or excludes liabilities that cannot be excluded or limited under applicable law, or for: (a) bodily injury or death resulting directly from the other party’s negligence; (b) fraudulent misrepresentation or wilful misconduct; (c) breach of confidentiality obligations, unless the breach relates to section 7 (Privacy and security); (d) failure to pay for Cisco Offers; (e) misuse or misappropriation by a party of the other party’s intellectual property rights; or (f) failure to comply with export control obligations. 12. Termination 12.1 Material breach. Either party may provide written notice to the other party if the other party materially breaches these terms or any written terms otherwise agreed under an affected Order. If the breach remains uncured after 30 days of the date of that notice, the non-breaching party may immediately terminate the affected Orders, in whole or in part. 12.2 Termination for Compliance with Laws. Cisco may terminate these terms and affected Orders immediately upon written notice if continued provision of the Cisco Offers will result in a violation of section 13.7 (Compliance with Laws). 12.3 Effect of termination or expiration. You will Return applicable Cisco Offers (except any Cisco Offer in which title has transferred to You) at the end of Your Use Term or upon termination of an Order. 13. General provisions 13.1 Survival. Sections 5 (Paying Your Approved Source), 6 (Confidentiality), 7 (Privacy and security), 8 (Ownership of intellectual property), 9 (IP Indemnity), 10 (Performance standards), 11 (Liability), 12 (Termination) and 13 (General provisions) survive termination of these terms. Controlled Doc. # EDCS-24218913 Ver: 5.0 Last Modified: Thu 01 Feb 2024 06:37:55 PST CISCO PUBLIC, General Terms.docx Page 5 of 7 13.2 No agency. These terms do not create any agency, partnership, joint venture, or franchise relationship. 13.3 Assignment and subcontracting. (a)Except as set out below, neither party may assign or novate these terms in whole or in part without the other party’s written consent which will not be unreasonably withheld. Cisco may assign these terms in connection with the sale of a part of its business, or to its Affiliates if it provides prior written notice to You. (b)Cisco may subcontract any performance associated with any Cisco Offer to third parties if such subcontract is consistent with these terms and does not relieve Cisco of any of its obligations under these terms. 13.4 Third party beneficiaries. These terms do not grant any right or cause of action to any third party. 13.5 Use records. You will keep reasonable records of your use of the Cisco Offers. You will let Cisco and its auditors who are under a written obligation of confidentiality access records of Your use of the Cisco Offers (including books, systems, and accounts) within 30 days’ notice from Cisco. Cisco may not give this notice more than once in any 12-month period and will conduct any audit during Your normal business hours. If the verification process reveals underpayment of fees, You will pay these fees within 30 days. 13.6 Changes to these terms. The version of the General Terms applicable to Your Order is the version published at the Cisco General Terms webpage when the Order is placed. If Cisco changes these terms or any of its parts, these changes will be published at the Cisco General Terms webpage. These changes will only apply to Cisco Offers Ordered or renewed after the date of the change. 13.7 Compliance with laws (a)General. Cisco will comply with all applicable laws relating to providing Cisco Offers under these terms. You will comply with all applicable laws relating to Your receipt and use of Cisco Offers, including sector- specific requirements and obtaining required licenses or permits (if any). (b)Trade Compliance. Cisco Offers are subject to US and other export control and sanctions laws around the world. These laws govern the use, transfer, export and re-export of Cisco Offers. Each party will comply with such laws and obtain all licenses or authorizations it is required to maintain. Please refer to Cisco’s trade compliance policies at the General Export Compliance webpage. 13.8 Governing law and venue. These terms, and any disputes arising from them, are subject to the governing law and exclusive jurisdiction and venue listed below, based on Your primary place of business. Each party consents and submits to the exclusive jurisdiction of the courts in the listed venue. These laws apply despite conflicts of laws rules or the United Nations Convention on Contracts for the International Sale of Goods. Despite the below, either party may seek interim injunctive relief in any court of appropriate jurisdiction regarding any alleged breach of confidentiality obligations or intellectual property or proprietary rights. Your Primary Place of Business Governing Law Jurisdiction and Venue United States, Latin America or the Caribbean, or a location not specified below State of California, United States Superior Court of California, County of Mendocino and Federal Courts of the Northern District of California Africa, Asia*, Europe*, Middle East, Oceania* England English Courts Australia State of New South Wales, Australia State and Federal Courts in New South Wales Canada Province of Ontario, Canada Courts of the Province of Ontario Mainland China People’s Republic of China Hong Kong International Arbitration Center Italy Italy Court of Milan Japan Japan Tokyo District Court of Japan * Excluding locations listed separately in this table. If You are a US State, Local and Education (“SLED”) Government end user, these terms, and any disputes arising from them, are subject to the laws of the primary jurisdiction in which You are located. If You are a US Federal Government end user, these terms, and any disputes arising from them, are subject to the laws of the United States. 13.9 US Government end users (a)US SLED Government. These terms govern all access to Software, Subscription Offers and Documentation by US SLED Government end users. No other rights are granted by Cisco. (b)US Federal Government. The Software, Subscription Offers and Documentation are considered “commercial computer software” and “commercial computer software documentation” under FAR 12.212 and DFARS 227.7202. These terms govern all access to Software, Subscription Offers and Controlled Doc. # EDCS-24218913 Ver: 5.0 Last Modified: Thu 01 Feb 2024 06:37:55 PST CISCO PUBLIC, General Terms.docx Page 6 of 7 Documentation by US Federal Government end users. No other rights are granted by Cisco, but any inconsistency in these terms with federal procurement regulations is not enforceable against the US Federal Government. 13.10 Notice. Unless provided in these terms, applicable Offer Description, or an Order, notices to Cisco (a) should be sent to Cisco Systems, Legal Department, 170 West Tasman Drive, San Jose, CA 95134 or by email to contract- notice@cisco.com, and (b) are considered effective (i) upon delivery, if personally delivered, (ii) the next day, if sent by overnight mail, (iii) 3 business days after deposit, postage prepaid, if mailed, or (iv) the same day receipt is acknowledged, if sent by e-mail. Cisco may deliver notice to You under these terms via email or regular mail, but it may provide notices of a general nature applicable to multiple customers on cisco.com. 13.11 Force majeure. Neither party is responsible for delay or failure to perform its obligations to the extent caused by events beyond a party’s reasonable control including severe weather events, acts of God, supply shortages, labor strikes, epidemic, pandemic, acts of government, war, acts of terrorism or the stability or availability of utilities (including electricity and telecommunications). The affected party must make commercially reasonable efforts to mitigate the impact of the force majeure event. 13.12 No waiver. Failure by either party to enforce any right under these terms will not waive that right. 13.13 Severability. If any term in these terms is invalid or unenforceable, then the rest of these terms will continue with full force and effect to the extent possible. 13.14 Entire agreement. These terms are the complete agreement between the parties regarding the subject of these terms and replace all previous communications, understandings or agreements (whether written or oral). 13.15 Translations. Cisco may provide local language translations of these terms in some locations. Those translations are provided for informational purposes only. If there is any inconsistency in those translations, the English version of these terms will prevail. 13.16 No publicity. Neither party will issue any press release or other publications regarding Your use of Cisco Offers without the other party’s advance written permission. 13.17 Order of precedence. (a) If there is any conflict between these General Terms, Supplemental Terms or any Offer Descriptions, the order of precedence (from highest to lowest) is: (1) Regional terms; (2) Data Processing Terms; (3) Offer Descriptions; (4) Supplemental Terms (other than Regional Terms); (5) these General Terms; then (6) any applicable Cisco policy referenced in these General Terms. (b) As between You and Cisco, these terms prevail over any inconsistencies with Your contract with any Cisco Partner. 14. Definitions Term Meaning Affiliate Any corporation or company that directly or indirectly controls, or is controlled by, or is under common control with the relevant party, where “control” means to: (a) own over 50% of the relevant party; or (b) be able to direct the affairs of the relevant party through voting rights or other lawful means (e.g., a contract that allows control). Approved Source Cisco, a Cisco Partner, or a fulfillment agent (e.g., public cloud marketplaces) as may be appointed by Cisco from time to time. Authorized Users Your users including Affiliates, Your third-party service providers, and each of their respective Users. Buying Program Cisco’s consumption-based programs for buying Cisco Offers such as the Cisco Enterprise Agreement. Cisco, we, our or us Cisco Systems, Inc. or its applicable Affiliates. Cisco Content Systems Information and data, materials or other content provided by Cisco directly or through Your Approved Source to You as part of Your access to Cisco Offers. Cisco Offer Cisco-branded (a) Hardware, (b) Use Rights in Software or Cloud Services, (c) technical support included in a Subscription Offer and (d) incidental technology and resources. Cisco Partner A Cisco authorized reseller, distributor, systems integrator or other third party authorized by Cisco to sell Cisco Offers. Cloud Service An on-demand service provided by Cisco accessible via the internet and provides software, platform, infrastructure and network products and services on an ‘as-a-service’ basis as described in the applicable Offer Description. Controlled Doc. # EDCS-24218913 Ver: 5.0 Last Modified: Thu 01 Feb 2024 06:37:55 PST CISCO PUBLIC, General Terms.docx Page 7 of 7 Term Meaning Confidential Information Non-public proprietary information of the discloser obtained by the recipient in connection with these terms, which: (a) is conspicuously marked as confidential if written or clearly stating the information is confidential when (or promptly after) it is verbally disclosed; or (b) is information which by its nature should reasonably be considered confidential whether disclosed in writing or orally. Customer Content As defined in the Data Brief at the Customer Content - Data Brief webpage. Data Personal Data, Customer Content and Systems Information. Data Briefs Documents describing each type of Data (e.g., Personal Data, Customer Content and Systems Information) that Cisco Offers collect, how it is collected, and when it is used, available at the Trust Portal webpage. Data Processing Terms Cisco’s data processing terms in the Data Protection Agreement, or terms agreed between You and Cisco covering the same scope. Documentation The technical specifications and use materials officially published by Cisco specifying the functionalities and capabilities of the applicable Cisco Offer as updated from time to time. Free Trial As defined in section 3.1 (Accessing free trials). Free Trial Period As defined in Section 3.1 (Accessing free trials). Hardware Tangible Cisco-branded hardware products as generally available on the Price List. Hardware does not include any tangible product listed on the Price List in the name of a third party. Information Security Exhibit A document describing the security measures that Cisco implements to secure Personal Data and Customer Content, available at the Information Security Exhibit webpage. Malicious Code Code designed or intended to disable or impede the normal operation of, or provide unauthorized access to, networks, systems, Software or Cloud Services other than as intended by the Cisco Offer (e.g., as part of Cisco’s security products). Offer Description A document published by Cisco as an ‘Offer Description’ that has more information or related terms specific to a Cisco Offer or Buying Program, available at the Product Specific Terms webpage. Order The transaction through which You acquire a Cisco Offer from an Approved Source, including through buying and ordering documents, signing an agreement or statement of work, or transacting through an online ordering tool or marketplace. Personal Data Any information about, or relating to, an identifiable individual. It includes any information that can be linked to an individual or used to, directly or indirectly, identify an individual, natural person. Further information regarding Personal Data is on the Personal Data - Data Brief webpage. Price List The price lists published at Cisco.com corresponding to the Cisco entity that sells the applicable Cisco Offer. Privacy Data Sheet The privacy data sheet applicable to a Cisco Offer available on the Trust Portal - Privacy Data Sheet webpage. Return Stopping all use of, destroying or returning applicable Cisco Offers to Your Approved Source, as directed by Cisco or Your Approved Source. Service Level Agreement The service level agreement applicable to a Subscription Offer (if applicable) as set out in the applicable Offer Description. Software Cisco-branded computer programs, including Upgrades and firmware. Subscription Offer Cisco Offers provided on a term, or subscription, basis under Your Order. Supplemental Terms Any additional terms applicable to Your Order (including those applying to a specific region or Buying Program). Systems Information As defined in the Systems Information – Data Brief webpage. Transfer Policies Cisco policies for movement of Use Rights as set out in the Cisco Software Transfer and Re-licensing Policy and the Software License Portability Policy. Upgrades All updates, upgrades, bug fixes, error corrections, enhancements and other modifications to the Software. Use Term The period You may exercise Use Rights in the Cisco Offer under Your Order. Use Rights As set out in section 2.1. You, Your The individual or legal entity acquiring access to Cisco Offers. QUOTE Rhino Networks Quote Number: QN-082053 www.rhinonetworks.com Quote Date:2/14/2025 Quote Valid Until:3/16/2025 Bill To:Ship To: City of Ukiah City of Ukiah James Brown James Brown 1320 Airport Rd 411 West Clay St Ukiah, CA 95482 Ukiah, CA 95482 (707) 467-5774 (707) 467-5774 jbrown@cityofukiah.com jbrown@cityofukiah.com SKU Product MSRP Cost Qty Ext. MSRP Ext Cost E3N-MX-S-E (5YR)Meraki MX Small Essentials EA 3.0 LIC and Support $2,400.00 $1,192.80 2 $4,800.00 $2,385.60 E3N-MX-M-E (5YR)Meraki MX Medium Essentials EA 3.0 LIC and Support$7,200.00 $3,578.40 5 $36,000.00 $17,892.00 E3N-MS-100-M-E (5YR)Meraki MS100 Medium Essentials EA 3.0 LIC and Support$660.00 $328.02 3 $1,980.00 $984.06 E3N-MS-100-L-E (5YR)Meraki MS100 Large Essentials EA 3.0 LIC and Support$1,020.00 $506.94 3 $3,060.00 $1,520.82 E3N-MX-L-E (5YR)Meraki MX Large Essentials EA 3.0 LIC and Support $18,300.00 $9,095.10 1 $18,300.00 $9,095.10 E3N-MR-E (5YR)Meraki MR Essentials EA 3.0 LIC and Support $780.00 $387.66 25 $19,500.00 $9,691.50 E3N-SM-E (5YR)Meraki Systems Manager Essentials Device EA 3.0 LIC $120.00 $59.64 100 $12,000.00 $5,964.00 E3N-MV-E (5YR)Meraki MV Essentials EA 3.0 LIC and Support $1,080.00 $390.85 43 $46,440.00 $16,806.55 E3N-MV-CA365-E (5YR)Meraki MV 365 Day Cloud Archive EA 3.0 License $10,980.00 $3,973.66 43 $472,140.00 $170,867.38 EA-IBC Enterprise Agreement - Install Base Credit $0.00 -$34,027.80 1 $0.00 -$34,027.80 Notes:Retail Price Billable 1/5 annually in at the start of each contract year plus true-forward charges if any.MSRP Subtotal:$614,220.00 Discounts based on volume purchase.Tax:$0.00 Additional surcharges may apply when using credit card.Shipping:$0.00 Pricing Reflects Wire Transfer / ACH / Company Check. MSRP Total:$614,220.00 For full order details please reference our updated terms and policies. rhinonetworks.com/terms-and-policies Discounted Price Discounted Subtotal:$201,179.21 Tax:$0.00 Shipping:$0.00 DiscountedTotal:$201,179.21 Please remit physical check payments to: Rhino Networks 4 Long Shoals Rd, Ste B486, Arden, NC 28704 1-855-462-9434 ATTACHMENT 2 Attachment B © 2024 Cisco and/or its affiliates. All rights reserved. Cisco partner confidential. Not for public distribution . Page 1 of 2 Updated Announcement: June 28, 2024 See all Partner Program Notifications Cisco Partner Confidential US Government and Education Multi-Year Subscription Non-Appropriation Policy (Informational Notice: Cisco Partners) Customers look favorably at annualized billing that allows a pay -as-you-go model with little up-front investment that frees cash for other areas. Cisco is focusing on providing this capability to our customers through partners with our Annuity Billing Platform. When multi-year commitments are part of the equation, partners may have concerns about the potential for non-appropriation events due to government budget restrictions. In the event of non -appropriation during a multi-year subscription, upon partner’s written request within at least sixty (60) days prior to expiration of a certain annual subscription term, Cisco will offer the partner the right to terminate the remainder of the multi - year subscription without any penalties, provided the customer is within Scope and the partner complies with the required Process, all of which are detailed below. Cisco will not refund partner any subscription amount paid upfront for a certain annual subscription term. Scope ➢Software, Services, or subscription-only purchases, purchased on the Annuity Billing Platform ➢Territory: United States only ➢Customer: Federal, State & Local Government, and Government-funded Public Schools Process ➢Partner received an initial order or contract from customer for the multi-year subscription service clearly indicating the customer’s intent was for a multi-year contract, subject to availability of funds after the first year. ➢Partner obtains formal documentation from the government/education customer that proves the non - appropriation event/claim; a non-appropriation event means that (a) sufficient funds were not appropriated and budgeted by the customer governing body or will not otherwise be available to continue such payments, and (b) customer has exhausted all funds legally available for payment of the subscription beyond the current annual subscription term. ➢The formal documentation must be signed by the end customer. ➢Partner agrees to act in good faith to advise end customer and monitor that, for one hundred twenty (120) days following such termination, there shall be no replacement purchase, lease or rental of equipment or services to be used to perform the same or similar function(s) as those performed by the service being terminated. This requirement shall not apply in the event that federal or state regulations clearly prohibit a restriction on substitution of the type set forth herein. ➢For subscriptions that include HaaS, Partner will be billed and is responsible for all subscription fees, regardless of the end customer’s non-appropriation event, until Cisco (a) receives return of all Attachment C Cisco Partner Program Notification © 2024 Cisco and/or its affiliates. All rights reserved. Cisco partner confidential. Not for public distribution. Page 2 of 2 Cisco Partner Confidential applicable HaaS, or (b) receives payment equal to the list price for Cisco Refresh Hardware that is the same as or similar to the unreturned HaaS. ➢ Partner provides notice of the termination request relating to the non-appropriation event to Cisco Systems, Legal Department, 170 West Tasman Drive, San Jose, CA 95134 or by email to contract- notice@cisco.com, along with the documentation from the end customer evidencing such non- appropriation event, and the relevant Cisco team will open a case to address. ➢ US Public Sector Financial Controller & Commercial Finance validate the data/event prior to any final determination regarding modification or termination of the Purchase Order. ➢ Standard cancellation process applies; the cancellation of the subscription must be a total cancellation, not a partial cancellation or reduction. “HaaS” is an acronym for hardware as a subscription or hardware as a service, as applicable to the offer, and means any Cisco-branded device made available by Cisco for Partner’s own use or Resale to End User, provided together with Products or Services, where Cisco or its designee retain title to HaaS during the Use Term.