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CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SAN LEANDRO AND CONVERGEONE, INC. DATA CENTER PROJECT THIS AGREEMENT (“Agreement”) for consulting services is made by and between the City of San Leandro (“City”) and ConvergeOne, Inc. (“Consultant”) (together sometimes referred to as the “Parties”) as of ___________, 2023 (the “Effective Date”). Section 1. PRODUCTS AND SERVICES. Consultant shall provide to City the services described in the Scopes of Work attached as Exhibits A-1 and A-2 at the time and place and in the manner specified therein 1.1 Agreement Documents. The Agreement between the City and Consultant consists of the following documents: 1. State of Minnesota WSCA-NASPO Master Agreement No. MNWNC-109, between the State of Minnesota (as the Lead State) and EMC Corporation, effective April 1, 2015 for Computer Equipment: Storage Related Peripherals and Services (“MNWNC-109”) and Participating Addendum No.7-15- 70-34-004, between the State of California and EMC Peripherals Inc., effective November 10, 2015 (“PA 7-15-70-34-004”). ConvergeOne, Inc. is an authorized reseller under both MNWNC-109 and PA 7-15-70-34-004 referenced herein; 2. National Cooperative Purchasing Alliance Master Agreement No. 01-96 effective August 1, 2019, between the National Cooperative Purchasing Alliance and Promark Technology, Inc., pursuant to which ConvergeOne is an authorized reseller (“NCPA 01-96); 3. This Agreement for Consulting Services between City and Consultant; and 4. Any City issued Purchase Order to Consultant that is placed against the terms and conditions of this Agreement. 5. Exhibits; Precedence. All documents listed in this Section 1.1 shall be collectively referred to as the “Agreement Documents” and are each hereby herein incorporated into this Agreement by this reference. In the event of a conflict in terms between the terms and conditions of any of the Agreement Documents listed in Sections 1.1.1 and 1.1.2 above (each, individually, a “Cooperative Procurement Contract”) and the terms and conditions specifically stated in this Agreement for Consulting Services, the terms and conditions of the applicable Cooperative Procurement Contract as detailed in Exhibit B and as referenced in the correlating Compensation Schedule and Reimbursable Expenses containing the itemized products and services available for purchase under the designated Cooperative Procurement Contract, shall control over the terms and conditions specifically stated in this Agreement for Consulting Services. 1.2 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on the date of completion, if any, specified in Exhibits A-1 and A-2, and Consultant shall complete the work described in Exhibits A-1 and A-2 on or before that specified date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the Services required by this Agreement shall not affect the City’s right to terminate the Agreement, as referenced in Section 8. 1.3 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged. 1.4 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.5 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement