Item 15 - Agreement for Manage Detection and Response Services

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Docusign Envelope ID: DA411727-B3A7-4B6F-AC9d-ED7692626C6A ORDER FORM MSSA #: 00045246 Order Form #: 00046471 This "Order Form" is between City of Santa Ana (the "Client") and e5entire, Inc. ("eSentire"), each a "Party" and together the "Parties" and incorporates by reference and is governed by the Master Security Services Agreement #00045246 (the "MSSA") between the Parties. Capitalized terms used and not otherwise defined in this Order Form or Service Description(s) have the meaning set forth in the MSSA. The Parties have executed this Order Form on the date of the last signature (the "Effective Date"). "Day" or "Days" means calendar days, unless otherwise specified. Client acknowledges and agrees to all terms of this Order Form, the MSSA, and the service particulars outlined herein (together, for the purposes of this Order Form, referred to as the "Agreement"). 1. TERM AND TERMINATION. a. The term of the Services will begin 15 Days from the Effective Date (the "Service Commencement Date") and will continue for 36 consecutive months ("Initial Term"). b, Upon expiration of the Initial Term, the term of this Order Form will automatically terminate, unless the Client provides eSentire with at least 60 Days' written notice prior to the end of the Term of its intention to renew, in which case this Order Form will renew for a period of 12 calendar months (each a "Renewal Term"). The Initial Term and any Renewal Term are collectively referred to in this Order Form as the "Term." C. The date of expiration of any 12 consecutive month period beginning on the Service Commencement Date will be known as a "Contract Year." 2. SERVICE FEES. All Fees are in USD. Client acknowledges that pricing is based on the Services specified in this Order Form and the attached schedules. Client agrees to execute additional Order Forms to document any material increase to the scope of such Services and acknowledges that additional Fees will apply to any such increases. Additionally, if applicable, Client acknowledges and agrees that additional shipping charges will apply for eSentire Equipment shipped by eSentire to a Client location outside of Canada, United States, United Kingdom or Ireland. 3. RENEWAL TERM PRICING. Upon expiry of the Initial Term, and at each subsequent Renewal Term, eSentire will be entitled to increase the price of the Services. Any such annual increase will not exceed an amount equal to 5%. If a greater increase is required, eSentire will notify Client of same at least 90 Days prior to the commencement of the Renewal Term. 4. PAYMENT TERMS. Fees are exclusive of all Taxes. eSentire will invoice Client for Fees annually in advance. eSentire will invoice Client for total one-time Fees on or about the Effective Date. Payment for all Fees is due net 45 Days from invoice date. 5. TRAVEL AND RELATED EXPENSES. If, at the request and with approval of Client, eSentire personnel are assigned to provide Services at Client's premises or another location designated by Client, Client will reimburse eSentire for reasonable travel directly attributable to the provision of such Services, in addition to the applicable Fees. 6. SERVICES. eSentire will provide the following Services at the Fees set forth below: i. MANAGED DETECTION AND RESPONSE ("MDR") SERVICES. Client acknowledges and agrees to the MDR Service details and applicable Service Descriptions for the Services ordered pursuant to this Order Form found at: https://www.esentire,com/legal/documents?Service=MDR ("MDR Link"), MDR Services ordered and associated Fees are listed below: a. Endpoint Services — CrowdStrike as described in the MDR Link above, and further detailed below. Annual Fees Prevent, Detect & Respond - Managed Only 1 2,100 endpoints 1 $86,879.12 NOTE: For this Service, Client must procure and maintain the applicable vendor licensing (the "License") with CrowdStrike ("Product Publisher"), during the entire Term of the 5ervice, and coordinate proper licensing permissions with the Product Publisherto allow eSentire full administrative access and credentials into the Client's License instance. Client will retain ownership of the License and will continue to have all access to utilize its License. Client acknowledges and agrees that: (i) any changes made by Client in the Licensed environment could have a negative impact on eSentise's ability to deliver the Services and, therefore, Client will review with e5entire any changes made by Client during the term of this Service and (iil if Client fails to comply with its obligations under (i) above, e5entire will be released from any and all obligations to provide the Services as contemplated herein. City of Santa Ana Page 1 of 3 Date Generated: March 26, 2025