Executed P-1938.329-R-324990- SoIL RS360 IDSS Salesforce Orgs Renewal Legal ABB.pdf

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Attached to
Release Competitive Sealed Proposal IL|18-510CPOGS-CPOGS-P-1938
Contract number
18-510CPOGS-CPOGS-P-1938
Issued by
Illinois

About this file

Contract Summary

This is a Basic Ordering Agreement (BOA) for orders against a master contract between the State of Illinois Department of Innovation and Technology (DoIT) and Carahsoft Technology Corp., a government reseller. The agreement is executed under the Illinois NASPO Master Contract (AR2472) and references Master Contract #18-510CPOGS-CPOGS-P-1938. The BOA was signed on July 20, 2026, with an effective term from July 21, 2026, to July 20, 2027. Carahsoft serves as the reseller for Salesforce.com, Inc. (SFDC) products and services. The agreement incorporates terms and conditions from the master contract, NASPO participating addendum, and SFDC's Terms of Use.

The BOA covers subscription licenses and services for Salesforce applications across multiple state agencies and departments, including SOIL, IDSS, RS 360, and IL DPH 2. The total contract value is $7,741,263.13, with pricing based on Carahsoft Quote #64916570 dated June 12, 2026. Services include Service Cloud Unlimited Edition, Government Cloud Plus, Salesforce Shield, Public Sector Foundation, CRM Analytics, Customer Community products, Field Service capabilities, and professional services (Salesforce CTO Offerings). The agreement includes usage-based billing for Business Rules Engine calls and Public Sector Applications, with monthly arrears billing. Funding is provided from State fiscal year 2027 appropriations under account code 304-448-01-1900-00-00-3200. The contract does not automatically renew and terminates on the specified end date unless a new order form is executed. Subcontractors are utilized but have not been disclosed.

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State of Illinois Chief Procurement Office General Services 1 BOA for Orders Against Master Contracts V.18.1 DoIT Legal – March 2023 i

ORDERING INFORMATION

Item Description

(manufacturer, model, serial number, feature, etc.) Qty One Time Charge Periodic Charge

Unit Extension Unit Extension 1 See attached Carahsoft Technology Corp. Quote # 64916570

Dated 6/12/2026 $ $7,741,263.13

BOA Total (not to exceed):

$7,741,263.13

STATE OF ILLINOIS BASIC ORDERING AGREEMENT (BOA) for Orders Against Master Contracts The terms and conditions of this BOA, including those terms and conditions set forth in the additional documents referenced below, and any continuation sheets, constitute the entire agreement between the parties with respect to the subject matter of this BOA. State documents will prevail in the event of a conflict between State and Vendor documents. The State shall not be bound by terms and conditions contained in any other document except as attached herein.

CONTACT INFORMATION

Vendor Name: Carahsoft technology Corp Address: 11493 Sunset Hills Road, Suite 100, Reston, VA 20190 Contact: Caroline Mackin Phone #: 571-662-3420 Email: Caroline.Mackin@carahsoft.com Fax #:

State Agency Name: Department of Innovation and Technology Address: 120 W. Jefferson Street, Springfield, IL 62702 Contact: Christopher Werth Phone #: 217-785-6814 Email: Christopher.werth@illinois.gov

Bill To:

Dept of Innovation & Technology Attn: Accounts Payable 120 W. Jefferson Street Springfield, IL 62702 DoIT.AccountsPayable@illinois.gov

Ship To:

Dept of Innovation & Technology 5300 S.6th Street Springfield, IL 62703 Phone: 217-557-1122 DoIT.ITPO.Communications@illinois.gov

CONTRACT INFORMATION

Contract #: P-1938:329 Action: New Acquisition Type: License Payment Cycle:

Terms and Conditions:

Master Contract # for Terms and Conditions:

18-510CPOGS-CPOGS-P-1938|

18CPOGS006|AR2472

Term:

Begin Date:

7/21/2026

End Date:

7/20/2027

In processing this BOA, Vendor affirms that the Certifications and Financial Disclosures and Conflicts of Interest, if any, as attached to the Master Contract referenced above are true and accurate as of the date of Vendor’s processing of this BOA.

mailto:DoIT.AccountsPayable@illinois.gov mailto:DoIT.ITPO.Communications@illinois.gov

State of Illinois Chief Procurement Office General Services 2 BOA for Orders Against Master Contracts V.18.1 DoIT Legal – March 2023

ADDITIONAL INFORMATION / REFERENCES / ATTACHMENTS

Master Contract # 18-510CPOGS-CPOGS-P-1938; Amendment to # 18-510CPOGS-CPOGS-P-1938 dated 12/4/2019; NASPO Master Agreement / Illinois Participating Addendum to AR2472 (IL PA);

(To the extent that the Master Contract, including any additional licensing/product specific terms or other attachments thereto, expires or terminates, the terms and conditions of the Master Contract shall survive and continue to apply to the products and services being provided under this BOA. Further, the terms and conditions of the Master Contract shall continue to govern beyond the Term of this BOA and throughout the life and duration of the products/licenses and any related services being provided hereunder.)

Carahsoft Technology Corp. Quote # 64916570 Dated 6/12/2026 SIGNATURES: The undersigned parties agree to these terms and conditions.

Vendor State of Illinois

Signature: N/A State Agency: Department of Innovation and Technology

Printed Name: Signature agency representative:

Title: Printed Name: Brandon Ragle

Date: Title: Secretary, State CIO

Date:

State of Illinois

ALL NOTICES TO:

Email: DoIT.ITPO.Communications@Illinois.gov and DoIT.GeneralCounsel@Illinois.gov State of Illinois

Signature agency representative: Signature agency representative:

Printed Name: Radhika Lakhani by Kelly Bapst Printed Name: Mary Feagans

Title: General Counsel by Deputy General Counsel Title: Chief Fiscal Officer

Date: 7/20/2026 Date:

Reviewed as to Legal Clause Sufficiency ABB 7.9.26

STATE USE ONLY

Reference Number: R-324990/ P-1938:329 Source Selection Method: Order Against Master Is Financing Needed? No Using Agency Funding Source:

• Fiscal Year: 2027

• Type: State

Approp. Account Code: 304-448-01-1900-00-00-3200 Detailed Expenditure Object Code: N/A IPB Reference Number: 22037768 Award Code: M Original Procurement Method: Other Method of Source Selection IPB Publication Date: 1/19/2016 Subcontractors Utilized? Yes Subcontractors Disclosed? No

07/20/2026

07/20/2026 mailto:DoIT.ITPO.Communications@Illinois.gov mailto:DoIT.GeneralCounsel@Illinois.gov

GOVERNMENT PRICE QUOTATION

SALESFORCE.COM GOVERNMENT at CARAHSOFT

CARAHSOFT TECHNOLOGY CORP.

11493 SUNSET HILLS ROAD | SUITE 100 | RESTON, VIRGINIA 20190

PHONE (703) 871-8500 | FAX (703) 871-8505 | TOLL FREE (888) 662-2724

www.carahsoft.com | sales@carahsoft.com

QUOTE DATE:

QUOTE NO:

06/15/2026 64916570

TO: Jeffrey Schukai Vendor Management Office

FROM: Caroline Mackin Carahsoft Technology Corp.

Dept of Innovation and Technology 719 W Jefferson St Springfield, IL 62702 USA

11493 Sunset Hills Road Suite 100 Reston, Virginia 20190

EMAIL: JEFFREY.SCHUKAI@ILLINOIS.GOV EMAIL: Caroline.Mackin@Carahsoft.com

PHONE: (217) 557-1963 PHONE: (571) 662-3420

TERMS: Contract Number: 18CPOGS006 NASPO Master Contract Number: AR2472 Contract Term: 08/07/2017 to 09/16/2026 Shipping Point: FOB Destination

QUOTE NO: 64916570

QUOTE DATE: 06/15/2026

QUOTE EXPIRES: 07/20/2026

RFQ NO:

SHIPPING: ESD

TOTAL PRICE: $7,741,263.13

TOTAL NOT TO EXCEED QUOTE: $7,741,263.13

LINE NO. PART NO. DESCRIPTION - QUOTE PRICE QTY EXTENDED PRICE

SOIL

1 200012643-AR2472 Service Cloud - Unlimited Edition $2,456.20 COOP 340 $835,108.00

Salesforce.com, Inc. - 200012643 Start Date: 07/21/2026 End Date: 07/20/2027

2 200002944 CRM Analytics Growth $1,551.68 COOP 1 $1,551.68 Salesforce.com, Inc. - 200002944 Start Date: 07/21/2026 End Date: 07/20/2027

3 200000942 Government Cloud Plus 15% of Net Price $126,197.19 COOP 1 $126,197.19 Salesforce.com, Inc. - 200000942 Start Date: 07/21/2026 End Date: 07/20/2027

4 200005696-AR2472 Salesforce Shield - LP1 30% of Net Price $251,928.88 COOP 1 $251,928.88 Salesforce.com, Inc. - 200005696 Start Date: 07/21/2026 End Date: 07/20/2027

5 200014166-491 Public Sector Foundation - Advanced - Unlimited Edition - $3,191.49 COOP 1 $3,191.49 Annual Salesforce.com, Inc. - 200014166 Start Date: 07/21/2026 End Date: 07/20/2027

6 200013320-491 Employee Experience for Public Sector - Unlimited Edition $97.66 COOP 15 $1,464.90

- LP

Salesforce.com, Inc. - 200013320 Start Date: 07/21/2026 End Date: 07/20/2027

SOIL SUBTOTAL: $1,219,442.14

IDSS

7 200012643-AR2472 Service Cloud - Unlimited Edition $1,239.91 COOP 730 $905,134.30

Salesforce.com, Inc. - 200012643 Start Date: 07/21/2026 End Date: 07/20/2027 http://www.carahsoft.com/ mailto:sales@carahsoft.com mailto:JEFFREY.SCHUKAI@ILLINOIS.GOV mailto:Caroline.Mackin@Carahsoft.com

CARAHSOFT TECHNOLOGY CORP.

11493 SUNSET HILLS ROAD | SUITE 100 | RESTON, VIRGINIA 20190

PHONE (703) 871-8500 | FAX (703) 871-8505 | TOLL FREE (888) 662-2724

www.carahsoft.com | sales@carahsoft.com

QUOTE DATE:

QUOTE NO:

06/15/2026 64916570

LINE NO. PART NO. DESCRIPTION - QUOTE PRICE QTY EXTENDED PRICE

8 200005841 Customer Community Plus - Unlimited Edition - Logins $4.6217 COOP 16,000 $73,947.20

(Per Month) Salesforce.com, Inc. - 200005841 Start Date: 07/21/2026

End Date: 07/20/2027

9 200000942 Government Cloud Plus 15% of Net Price $146,553.40 COOP 1 $146,553.40 Salesforce.com, Inc. - 200000942 Start Date: 07/21/2026

End Date: 07/20/2027

10 200005696-AR2472 Salesforce Shield - LP1 30% of Net Price $293,106.82 COOP 1 $293,106.82 Salesforce.com, Inc. - 200005696 Start Date: 07/21/2026

End Date: 07/20/2027

IDSS SUBTOTAL: $1,418,741.72

RS 360

11 200013339 Customer Community Plus for Public Sector - UE - Logins $8.2187 COOP 42,000 $345,185.40 (per Month) Salesforce.com, Inc. - 200013339 Start Date: 07/21/2026

End Date: 07/20/2027

12 200013347 Public Sector Application Forms - Business (1,000) $3,623.75 COOP 2 $7,247.50 Salesforce.com, Inc. - 200013347 Start Date: 07/21/2026

End Date: 07/20/2027

13 200001621 Business Rules Engine - Public Sector Foundation (3K $0.00 COOP 240 $0.00 calls/annum)-LP1 Salesforce.com, Inc. - 200001621 Start Date: 07/21/2026

End Date: 07/20/2027

14 200002625 File Storage (1TB) $3,370.21 COOP 1 $3,370.21 Salesforce.com, Inc. - 200002625 Start Date: 07/21/2026

End Date: 07/20/2027

15 200000942 Government Cloud Plus 15% of Net Price $422,129.70 COOP 1 $422,129.70 Salesforce.com, Inc. - 200000942 Start Date: 07/21/2026

End Date: 07/20/2027

16 200005696-AR2472 Salesforce Shield - LP1 30% of Net Price $840,969.74 COOP 1 $840,969.74 Salesforce.com, Inc. - 200005696 Start Date: 07/21/2026

End Date: 07/20/2027

17 200005835 Customer Community - Unlimited Edition - Logins (Per $2.6300 COOP 65,000 $170,950.00 Month) Salesforce.com, Inc. - 200005835 Start Date: 07/21/2026

End Date: 07/20/2027

18 200005841 Customer Community Plus - Unlimited Edition - Logins $12.86 COOP 5,000 $64,300.00 (Per Month) Salesforce.com, Inc. - 200005841 Start Date: 07/21/2026

End Date: 07/20/2027

19 200005953-491 Field Service - Dispatcher - Unlimited Edition $3,133.18 COOP 1 $3,133.18 Salesforce.com, Inc. - 200005953 Start Date: 07/21/2026

End Date: 07/20/2027

20 200005956-491 Field Service - Field Technician - Unlimited Edition $3,133.18 COOP 1 $3,133.18 Salesforce.com, Inc. - 200005956 Start Date: 07/21/2026 End Date: 07/20/2027 http://www.carahsoft.com/ mailto:sales@carahsoft.com

CARAHSOFT TECHNOLOGY CORP.

11493 SUNSET HILLS ROAD | SUITE 100 | RESTON, VIRGINIA 20190

QUOTE NO:

LINE NO. PART NO. DESCRIPTION - QUOTE PRICE QTY EXTENDED PRICE

21 200013348 Public Sector Application Forms - Individual (1,000)

Salesforce.com, Inc. - 200013348 Start Date: 07/21/2026 End Date: 07/20/2027

$187.23 COOP 2 $374.46

22 200014166-491 Public Sector Foundation - Advanced - Unlimited Edition - Annual Salesforce.com, Inc. - 200014166 Start Date: 07/21/2026 End Date: 07/20/2027

$2,405.42 COOP 748 $1,799,254.16

23 200014166-491 Public Sector Foundation - Advanced - Unlimited Edition - Annual Salesforce.com, Inc. - 200014166 Start Date: 07/21/2026 End Date: 07/20/2027

$3,013.51 COOP 30 $90,405.30

24 200012643-AR2472 Service Cloud - Unlimited Edition Salesforce.com, Inc. - 200012643 Start Date: 07/21/2026 End Date: 07/20/2027

$2,753.92 COOP 112 $308,439.04

25 200013339 Customer Community Plus for Public Sector - UE - Logins (per Month) Salesforce.com, Inc. - 200013339 Start Date: 07/21/2026 End Date: 07/20/2027

$8.22 COOP 25,000 $205,500.00

26 121-SVC151 CTO 12 Months Fixed Price Salesforce Architect - SP Salesforce.com, Inc. - 121-SVC151 Start Date: 07/20/2026 End Date: 07/19/2027

$599,999.99 COOP 1 $599,999.99

27 121-SVC151 CTO 12 Months Fixed Price Salesforce Expertise Hours - SP Salesforce.com, Inc. - 121-SVC151 Start Date: 07/20/2026 End Date: 07/19/2027

$0.00 COOP 100 $0.00

RS 360 SUBTOTAL: $4,864,391.86

IL DPH 2

28 8200000512-491 Sandbox (Full Copy) - Fee

SP

Salesforce.com, Inc. - 8200000512 Start Date: 07/21/2026 End Date: 10/20/2026

$79,562.47 COOP 1 $79,562.47

29 8200000512-491 Sandbox (Full Copy) - Fee

SP

Salesforce.com, Inc. - 8200000512 Start Date: 07/21/2026 End Date: 01/20/2027

$159,124.94 COOP 1 $159,124.94

IL DPH 2 SUBTOTAL: $238,687.41

SUBTOTAL: $7,741,263.13

TOTAL PRICE: $7,741,263.13

TOTAL QUOTE: $7,741,263.13

*Customer must reference the Carahsoft Quote #64916570 and the IL NASPO Contract # 18CPOGS006 on their Purchase Order*

This price quotation ("Order Form") is made pursuant to the terms and conditions of (i) the State of Illinois Basic Ordering Agreement # mutually agreed upon between Carahsoft Technology Corp. ("Carahsoft") and the State of Illinois Department of Innovation & Technology ("DoIT", "Customer", or "you"); (ii) the mutually agreed-upon Salesforce.com, Inc. ("SDFC" or "Salesforce") Terms of Use ("SFDC Terms of Use"); and (iii) the mutually agreed-upon quote/product/service-specific terms mailto:sales@carahsoft.com

CARAHSOFT TECHNOLOGY CORP.

11493 SUNSET HILLS ROAD | SUITE 100 | RESTON, VIRGINIA 20190

QUOTE NO:

("Quote/Product/Service-Specific Terms") set forth in this quote (number , the “Quote”) (collectively, the "Agreement"). For the avoidance of doubt, the entirety of Carahsoft’s quote is specifically incorporated into and is subject to the terms of this Agreement. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Quotes (and their Contract Vehicle: Illinois Basic Ordering Agreement #, (2) the TOU, and (3) the Documentation.

Notwithstanding any provision to the contrary in Carahsoft's or SFDC's terms and conditions, or in any document or licensing agreement applicable to this order, (a) DoIT and the State of Illinois do not waive sovereign immunity; (b) DoIT and the State of Illinois do not consent to be governed by the laws of any state other than Illinois; (c) DoIT and the State of Illinois do not consent to be represented in any legal proceeding by any person or entity other than the Illinois Attorney General or his or her designee; (d) DoIT and the State of Illinois shall not be bound by the terms and conditions contained in any click-wrap agreement, click-wrap license, click-through agreement, click-through license, end user license agreement or any otheragreement or license contained or referenced in the software or any quote provided by Carahsoft or SFDC, except as attached to or incorporated into the Agreement; and (e) DoIT and the State of Illinois shall not indemnify Carahsoft, SFDC, or any other entity including but not limited to any affiliates, subcontractors, equipment manufacturers, or software companies

For the avoidance of doubt, no content found at any referenced hyperlinks shall impose customer obligations (legal or otherwise) that that are a violation of applicable Illinois State Laws or rules and regulations enacted under applicable Illinois State Laws. Salesforce.com will provide the Services only in accordance with applicable laws and government regulations.

For the avoidance of doubt, the Product Special Terms (PSTs) set forth below are part of the Documentation. SFDC may notify Customer of material changes to the Documentation through release notes provided with major new releases of the applicable Services, provided, to the extent SFDC does not notify Customer of material changes to Documentation for any Services, then any material obligations or restrictions imposed on Customer by such material changes for features or functions available on or before the Start Date of this Order Form will not take effect for Customer until: (a) for material obligations or restrictions which (i) are imposed by SFDC’s third party providers, or (ii) are necessary to enable SFDC and/ or Customer to comply with applicable law, upon Customer’s next purchase of subscriptions to the applicable Service (unless an earlier effective date is required by law), and (b) for all other material obligations or restrictions, upon Customer’s renewal of the applicable Service subscriptions.

SFDC Warranties. SFDC warrants that during an applicable subscription term (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) SFDC will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) subject to the “Integration with Non- SFDC Applications” section above, SFDC will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections in the Terms of Use.

For purposes of this Order Form, the Data Detect feature managed package linked to in the Product Special Term entitled “Salesforce Shield” below does not impose any additional legal terms on Customer, and is governed by the existing terms and conditions applicable to Customer as described in the Agreement.

For purposes of this Order Form, the Emergency Program Management Services managed package linked to in the Product Special Term entitled “Emergency Program Management” below does not impose any additional legal terms on Customer, and is governed by the existing terms and conditions applicable to Customer as described in the Agreement.

For purposes of this Order Form, the OmniStudio managed package linked to in the Product Special Term entitled “Public Sector Foundation” below does not impose any additional legal terms on Customer, and is governed by the existing terms and conditions applicable to Customer as described in the Agreement.

For clarity: (1) the link https://www.salesforce.com/company/legal/agreements/ is referenced in this section to identify the Government Cloud Plus Products, and not to include additional terms and conditions, (2) the Knowledge Article is referenced in this section to identify “Interoperable (but not authorized)” products and features, and not to include additional terms and conditions, and (3) the link https://publicsector-compliance-us.my.salesforce.com/ is referenced in this section to direct Customer to the setup and configuration process, and not to include additional terms and conditions outside of what is required for setup and configuration.

-Usage Details- (7/21/2026 - 7/20/2027)

By Tenant ID

Usage Type | Start Date - End Date | Tenant ID | Pre-purchased Quantity | Pre-committed Quantity | Usage Rate | Billing Model Public Sector Applications | 7/21/2026 – 7/20/2027 | 00D3d0000008bHtEAI | 4,000 | USD 5.2770 | Monthly in arrears Business Rule Engine Calls | 7/21/2026 – 7/20/2027 | 00D3d0000008bHtEAI | 5,388,000 | USD 0.01319 | Monthly in arrears Business Rule Engine Calls | 7/21/2026 – 7/20/2027 | 00Dt0000000TZk9EAG | 6,000 | USD 0.01319 | Monthly in arrears

Monthly in arrears billing commences: (a) upon Customer exceeding its available Pre-purchased Quantity prior to the applicable Order End Date; or (b) after the Order Start Date where the Pre-committed Quantity is greater than 0, and, a short-fall invoice will issue at the applicable Usage Rate if Customer does not use its full Pre-committed Quantity by the applicable Order End Date. Payments shall be subject to the terms set forth Customer’s Participating Addendum 18CPOGS006-P-1938 / 18-510CPOGS CPOGS-P-1938 (“PA”) to NASPO Master Contract AR2472 (collectively “The Master”)

-Quote Special Terms- (For all lines except 27-32) Unless otherwise provided in the applicable Agreement, any increase in subscription pricing for the first renewal term will not exceed 9% over the then-current subscription pricing, provided that (a) Customer renews its entire then-current subscription volume under this Order Form combined with any associated add-on Order Forms, and (b) the first renewal term is the same duration as the Order Term of this Order Form or one year (whichever is longer). Thereafter, any increase in subscription and support pricing will http://www.carahsoft.com/ mailto:sales@carahsoft.com https://www.salesforce.com/company/legal/agreements/ https://publicsector-compliance-us.my.salesforce.com/

CARAHSOFT TECHNOLOGY CORP.

11493 SUNSET HILLS ROAD | SUITE 100 | RESTON, VIRGINIA 20190

QUOTE NO:

be in accordance with SFDC’s pricing and policies in effect at the time of the renewal or as otherwise agreed to by the parties. Notwithstanding the foregoing, any consumption-based Services which are subject to a rate card as set forth in the product terms for the applicable Services and any support or resource-based Services are not subject to any price increase limitations. limitations. Any purchase or renewal requirements by the Customer shall be subject to a new procurement or mutually agreed upon change order as well as prior Customer approvals and the requirements and limitations of applicable laws and regulations, including but not limited to the Illinois Procurement Code (30 ILCS 500) and the Illinois Criminal Code (720 ILCS 5/33E-9) Only Services on this Order Form that are identified by SKU in the Government Cloud Plus Products list available at https://www.salesforce.com/company/legal/agreements/, as updated from time to time, are Government Cloud Plus Products. All other Services are non-Government Cloud Plus products. The Government Cloud Available Products and Features Knowledge Article available at https://help.salesforce.com/articleView?id=000321821&type=1&mode=1 (“Knowledge Article”) identifies “Interoperable (but not authorized)” products and features which are compatible with Government Cloud Plus Products, in the manner as described in the Documentation. Customer has sole responsibility, prior to using new products or features with Government Cloud Plus Products, to determine if such products or features are within the Government Cloud Plus authorization boundary, as described in the Knowledge Article, and for maintaining the settings in its Salesforce Government Cloud Plus Org for the Org to remain compliant with the Government Cloud Plus authorizations. Salesforce provides customers with a Configuration User Guide available at https://publicsector-compliance-us.my.salesforce.com/ to assist with the setup and configuration process. “Org” means a unique instance of the Services, i.e., a separate set of Customer Data and Customer-specific Service customizations held by SFDC in a logically separated database (i.e., a database segregated through password-controlled access). Customer acknowledges that the “Interoperable (but not authorized)" products and features, as well as any Non-SFDC Applications that interoperate with the Customer’s Salesforce Government Cloud Plus Org, fall outside of the Government Cloud Plus authorization boundary. In light of the foregoing, Customer understands and agrees that its Customer Data will be shared with "Interoperable (but not yet authorized)" products and features and Non-SFDC Applications that interoperate with its Salesforce Government Cloud Plus Org.

For purposes of this Order Form, the Data Detect feature managed package linked to in the Product Special Term entitled "Salesforce Shield" below does not impose any additional legal terms on Customer, and is governed by the existing terms and conditions applicable to Customer, including without limitation the Documentation.

For the avoidance of doubt, the Product Special Terms (PSTs) set forth below are part of the Documentation. SFDC may notify Customer of material changes to the Documentation through release notes provided with major new releases of the applicable Services, provided, to the extent SFDC does not notify Customer of material changes to Documentation for any Services, then any material obligations or restrictions imposed on Customer by such material changes for features or functions available on or before the Start Date of this Order Form will not take effect for Customer until: (a) for material obligations or restrictions which (i) are imposed by SFDC’s third party providers, or (ii) are necessary to enable SFDC and/or Customer to comply with applicable law, upon Customer’s next purchase of subscriptions to the applicable Service (unless an earlier effective date is required by law), and (b) for all other material obligations or restrictions, upon Customer’s renewal of the applicable Service subscriptions.

Applicable multipliers for application units are described at https:// www.salesforce.com /content/dam/web/en_us/www/documents/legal/public-sector-solutions-services-application-unit-multipliers. pdf. Overage fees are billed monthly, in arrears. As part of the initial configuration, and prior to use of the Services, Customer must select the "Licensing and Permitting Management" Application Usage Object Record (as further detailed at https:// help.salesforce.com/s/articleViewid=sf.psc_admin_task_config_appl_recd_type.htm& type=5) in order to properly track application unit usage.

For purposes of this Order Form, the OmniStudio managed package linked to in the Product Special Term entitled "Public Sector Foundation" below does not impose any additional legal terms on Customer, and is governed by the existing terms and conditions applicable to Customer, including without limitation the Documentation.

Notwithstanding anything to the contrary, subscriptions purchased pursuant to this Order Form shall not automatically renew, and therefore shall terminate on the applicable Order End Date above unless Customer enters into a new Order Form with Salesforce, on or before that Order End Date, for the relevant product(s).

The Salesforce CTO Offerings will also be used to provide advice relating to the following subject areas: Enterprise Architecture Strategy and Governance, including guidance on security, performance, integration best practices, application governance, and alignment to well-architected frameworks. This includes acting as a trusted advisor, proactively managing risk, ensuring adherence to enterprise architecture standards, and providing prescriptive solutions to complex technical challenges. Customer and SFDC will jointly determine the specific outcomes resulting from the Salesforce CTO Offerings, and such outcomes may change upon mutual agreement of the parties. Customer understands that it is purchasing advice and that SFDC is not committing to complete any particular outcome or task within any specific time frame.

Notwithstanding anything to the contrary, Salesforce (“SF”) agrees to be solely responsible for the first USD 15,000.00 ("Expense Cap") in travel and travel-related expenses ("T&E") incurred by the Salesforce Expertise Hours resources in performing Services for Customer under this Order Form. In the event SF reaches the Expense Cap, SF will perform any remaining work remotely, unless Customer otherwise provides written approval (email acceptable) to exceed the Expense Cap, at which time the Customer will be separately invoiced for T&E beyond the cap in accordance with the Salesforce Travel and Expense policy.

The Salesforce Architect - Analytics (SA) and Salesforce Expertise Hours - Analytics (SEH) services set forth herein collectively comprise the “Salesforce CTO Offerings.” As part of the Salesforce CTO Offering, the SA will provide governance and oversee the performance of the resources delivering the SEH services.

-Product Special Terms-

Government Cloud Plus The Government Cloud Plus subscription: (i) provides an isolated infrastructure for hosting authorized Salesforce Services, with additional controls specifically for US government customers and US government contractors, as further described in the Trust and Compliance Documentation (available at https://www.salesforce.com/company/legal/trust-and-compliance-documentation/); and (ii) amends and supplements the Premier Success Plan (available at https://sfdc.co/bDsV6q) for Services available on the Government Cloud Plus infrastructure as set forth below. The terms in the Premier Success Plan shall apply, except as otherwise set forth herein. For the purposes of this Product Special Term, “Qualified US Citizens” are individuals who: (1) are United States citizens; (2) are physically located within the United States while providing Premier Support Services; and (3) have completed a background check as a condition of their employment with Salesforce.

Submitting a Case: Users can submit support cases as described in the Premier Success Plan. Cases submitted via the Help portal will automatically be routed to Qualified US Citizens. Cases submitted outside of the Help portal (e.g. via telephone or chat, when available) will not be responded to by Qualified US Citizens. These individuals will route http://www.carahsoft.com/ mailto:sales@carahsoft.com https://www.salesforce.com/company/legal/agreements/ https://help.salesforce.com/articleView?id=000321821&type=1&mode=1 https://publicsector-compliance/ https://publicsector-compliance/ http://www.salesforce.com/ https://www.salesforce.com/company/legal/trust-and-compliance-documentation/)%3B https://sfdc.co/bDsV6q)

CARAHSOFT TECHNOLOGY CORP.

11493 SUNSET HILLS ROAD | SUITE 100 | RESTON, VIRGINIA 20190

QUOTE NO:

cases to a team of Qualified US Citizens and will access the following information about Users in order to route the calls to Qualified US Citizens: first and last name, email address, username, phone number, and physical business address. All support is provided in English only. All personnel engaged outside of the Help portal, including those in customer success roles or providing customer success services (e.g. Expert Coaching, Expert Office Hours), will not be Qualified US Citizens and will only have access to Customer Data if Customer provides such personnel a User ID or otherwise enables the sharing of Customer Data with such personnel.

Salesforce Shield In order to use the Data Detect features, Customer’s system administrator must first install the managed package available at: https://sfdc.co/install-datadetect.

Emergency Program Management In order to access Emergency Program Management Services, Customer’s system administrator must first install the managed package via the following link:

http://industries.force.com/publicsector.

Public Sector Foundation - Advanced In order to access Omnistudio features and functionality, Customer’s system administrator must first install the latest OmniStudio managed package available at:

https://help.salesforce.com/s/articleView?id=sf.os_omnistudio_release_summary_for_installation_and_upgrade.htm&type=5.

NOTICE - Usage Billing Usage fees are billable in accordance with the Usage Details Table for each Usage Type.

Government Cloud Plus The Government Cloud Plus subscription: provides an isolated infrastructure for hosting authorized Salesforce Services, with additional controls specifically for US government customers and US government contractors, as further described in the Trust and Compliance Documentation (available at https://www.salesforce.com/company/legal/trust-and-compliance-documentation/).

Business Rules Engine Overage fees are billed monthly in arrears and due in accordance with the payment terms set forth herein (The Illinois Prompt Payment Act, 30 ILCS 540).

Einstein Features SFDC may access Customer Data submitted to the Einstein features for the purpose of improving and training services and features Customer may access, and Customer instructs SFDC to process its Customer Data for such purpose. Customer retains all ownership of its Customer Data and SFDC retains all ownership in and to aggregated machine learning results.

Field Service – Dispatcher In order to access Field Service - Dispatcher, Customer's system administrator must first install the managed package in Customer's Salesforce instance via the following link:

http://fsl.force.com/install. Portions of Field Service - Dispatcher use different infrastructure and are subject to different certifications than those for Service Cloud, as identified in the applicable Trust and Compliance Documentation, as updated from time to time, and which governs the provision and use of Field Service, at https://www.salesforce.com/company/legal/trust-and-compliance-documentation/. Privacy, security, and location commitments for Field Service - Dispatcher shall be as set forth in the applicable Trust and Compliance Documentation.

Field Service - Field Technician In order to access Field Service - Field Technician, Customer's system administrator must first install the managed package in Customer's Salesforce instance via the following link: http://fsl.force.com/install. Portions of Field Service - Field Technician use different infrastructure and are subject to different certifications than those for Service Cloud, as identified in the applicable Trust and Compliance Documentation, as updated from time to time, and which governs the provision and use of Field Service, at https://www.salesforce.com/company/legal/trust-and-compliance-documentation/. Privacy, security, and location commitments for Field Service - Field Technician shall be a set forth in the applicable Trust and Compliance Documentation

Customer must reference Quote number on Purchase Order.

Licensee agrees that any order for Salesforce Services will be governed by the terms and conditions of the Salesforce Service Terms which are pre-approved by State of Illinois, copies of which are found at https://static.carahsoft.com/concrete/files/8116/6430/9015/SFDC_TOU-_IL_DoIT.pdf and all Schedules and Documentation referenced by the Terms are made a part hereof.

Product Terms Directory: http://carah.io/Product-Terms-Directory Help & Training: http://carah.io/Help

A list of currently available FedRAMP/IL4 Authorized Salesforce products can be found here: https://help.salesforce.com/articleView?id=000270080&language=en_US&type=1 mailto:sales@carahsoft.com https://sfdc.co/install-datadetect http://industries.force.com/publicsector https://help.salesforce.com/s/articleView?id=sf.os_omnistudio_release_summary_for_installation_and_upgrade.htm&type=5 https://www.salesforce.com/company/legal/trust-https://www.salesforce.com/company/legal/trust-http://fsl.force.com/install https://www.salesforce.com/company/legal/trust-and-compliance-documentation/ http://fsl.force.com/install https://www.salesforce.com/company/legal/trust-and-compliance-documentation/ https://static.carahsoft.com/concrete/files/8116/6430/9015/SFDC_TOU-_IL_DoIT.pdf http://carah.io/Product-Terms-Directory http://carah.io/Help https://help.salesforce.com/articleView?id=000270080&language=en_US&type=1

SFDC TERMS OF USE

These SFDC Terms of Use (“TOU”) govern Customer’s use of the Services, and are deemed incorporated by reference into the agreement between Customer and Reseller pursuant to which Reseller is reselling the Services to Customer.

1. DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Content” means information obtained by SFDC from publicly available sources or third party content providers and made available to Customer through the Services or pursuant to an Order Form, as more fully described in the Documentation.

“Customer” means the State of Illinois, the entity that has contracted with Reseller to purchase subscriptions to use the Services, subject to the conditions of these TOU. Where Reseller is using the Services for its own purposes, Reseller shall be considered Customer.

“Customer Data” means any electronic data or information submitted by or for Customer to the Services, excluding Content and Non-SFDC Applications. Customer Data shall be subject to and handled in accordance with all protections and provisions related to confidentiality and security in the State of Illinois Basic Ordering Agreement.

For clarity, the Customer Data clause in the Order Form Supplement is not intended to abrogate any of SFDC’s obligations with respect to Customer Data; Customer Data submitted to the cloud offerings (including to the cloud management plane associated with the Customer’s use of the Software) is Customer Data under the Agreement and is subject to all rights and obligations thereunder.

“Documentation” means the applicable Service’s Trust and Compliance documentation, and its usage guides and policies, as updated from time to time, accessible via help.salesforce.com or login to the applicable Service. For the avoidance of doubt, the Documentation is not intended to place any additional legal obligations on Customer. To the extent that the Documentation contains content that purports to impose legal obligations on Customer, such language is not binding on or applicable on Customer.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Marketplace” means an online directory, catalog or marketplace of applications that interoperate with the Services, including, for example, the AppExchange at http://www.salesforce.com/appexchange, or the Heroku add-ons catalog at https://addons.heroku.com/, and any successor websites. For the avoidance of doubt, the Marketplace is not intended to place any additional legal obligations on Customer. To the extent that the Marketplace contains content that purports to impose legal obligations on Customer, such language is not binding on or applicable on Customer.

“Non-SFDC Application” means a Web-based, mobile, offline or other software application functionality that interoperates with a Service, that is provided by Reseller, Customer, or a third party and/or listed on a Marketplace including as Salesforce Labs or under similar designation. Non-SFDC Applications, other than those obtained or provided by Customer, will be identifiable as such.

“Order Form” means the State of Illinois Basic Ordering Agreement specifying the Services to be provided under the agreement between Customer and Reseller (which incorporates these TOU by reference), including any addenda, supplements, or additional product specific terms for the Services as required and agreed upon by Customer and SFDC.

“Reseller” means the entity that has contracted directly with SFDC to resell Services to its Customers and the entity that has contracted directly with Customer for the sale of a subscription to Services.

“SFDC” means salesforce.com, inc., a Delaware corporation with its principal place of business at Salesforce Tower, 415 Mission Street, 3rd Floor, San Francisco, California 94105.

https://help.salesforce.com/apex/HTViewSolution?urlname=Trust-and-Compliance-Documentation&amp%3Blanguage=en_US http://www.salesforce.com/appexchange https://addons.heroku.com/

“Services” means the products and services that are ordered by Customer under an Order Form and made available online by SFDC including associated offline or mobile components, as described in the Documentation. “Services” exclude Content and Non-SFDC Applications.

“User” means an individual who is authorized by Customer to use a Service for the benefit of Customer, for whom Customer has purchased a subscription, and to whom Customer (or, when applicable, SFDC at Reseller’s request), has supplied a user identification and password. Users may include, for example, Customer’s employees, consultants, contractors and agents, and third parties with which Customer transacts business.

2. USE OF SERVICES AND CONTENT

2.1. Subscriptions. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by SFDC regarding future functionality or features.

2.2. Usage Limits. Services and Content are subject to usage limits specified in Order Forms or the Documentation.

2.3. Customer Responsibilities Customer’s Users shall comply with the TOU, Order Forms, and the Documentation, and Customer shall use commercially reasonable efforts to ensure compliance. Customer will (a) be responsible for the accuracy, quality, and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any Non-SFDC Applications with which Customer uses Services or Content, (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify SFDC or Reseller promptly of any such unauthorized access or use, (c) use the Services only in accordance with these TOU, the Documentation, the Acceptable Use and External Facing Services Policy at https://www.salesforce.com/ company/legal/agreements.jsp, Order Forms and applicable laws and government regulations, and (d) comply with terms of service as agreed to by Customer of any Non-SFDC Applications with which Customer uses Services or Content. For the avoidance of doubt, these policies are not intended to place any additional legal obligations on Customer. To the extent that any content or language in these policies purports to impose legal obligations on Customer, such content or language is not binding on or applicable on Customer. Any use of the Services in material breach of the foregoing by Customer or Users that in SFDC’s reasonable judgment threatens the security, integrity or availability of SFDC’s services, may result in SFDC’s suspension of the Services; however SFDC shall promptly provide Customer with written notice and a reasonable opportunity to remedy such violation or threat prior to any such suspension.

2.4. Usage Restrictions. Customer will use commercially reasonable efforts to not (a) make the Services or Content available to anyone other than Customer or Users, or use Services or Content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease the Services or Content to non- Customer/non-State-of-Illinois entities, (c) use the Services or Non-SFDC Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services or Non-SFDC Applications to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (f) attempt to gain unauthorized access to the Services or Content or their related systems or networks, (g) permit direct or indirect access to or use of Services or Content in a way that circumvents a contractual usage limit, or use the Services to access or use any of SFDC’s intellectual property except as permitted under these TOU, an Order Form, or the Documentation, (h) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Customer's own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, and (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile Services or Content, or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.

2.5. Removal of Content and Non-SFDC Applications. If Customer receives written notice that Content or a Non-SFDC Application must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or the Acceptable Use and External Facing Services Policy, Customer will use commercially reasonable efforts to promptly do so. If Customer does not take required action in accordance with the above or if in SFDC’s reasonable judgment continued violation is likely to reoccur, SFDC may, upon prior written notice to Customer, disable the applicable Content, Service and/or Non-SFDC Application until the potential violation is resolved; SFDC shall work in good faith with Customer to resolve the potential violation as soon as possible and shall disable the applicable Content, Service and/or Non-SFDC Application only as a last resort and only to the extent necessary to avoid the potential violation. If requested by SFDC, Customer shall confirm such deletion and discontinuance of use in writing and, with Customer’s written consent, SFDC shall be authorized to provide a copy of such confirmation to https://www.salesforce.com/company/legal/agreements.jsp any such third party claimant or governmental authority, as applicable. In addition, if SFDC is legally required by any third party rights holder to remove Content, or receives reliable information that Content provided to Customer may violate applicable law or third-party rights, SFDC may, upon prior written notice to Customer, discontinue Customer’s access to Content through the Services; SFDC shall work in good faith with Customer to resolve the potential violation as soon as possible and shall discontinue the applicable Content, Service and/or Non-SFDC Application only as a last resort and only to the extent necessary to avoid the potential violation.

3. NON-SFDC PRODUCTS AND SERVICES

3.1. Non-SFDC Products and Services. SFDC or third parties may make available (for example, through a Marketplace or otherwise) third-party products or services, including, for example, Non-SFDC Applications and implementation and other consulting services. Any acquisition by Customer of such products or services, and any exchange of data between Customer and any Non-SFDC provider, product or service is solely between Customer and the applicable Non-SFDC provider. SFDC does not warrant or support Non-SFDC Applications or other non- SFDC products or services, whether or not designated by SFDC, unless expressly provided otherwise in an Order Form. SFDC is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Non-SFDC Application or its provider.

3.2. Integration with Non-SFDC Applications. The Services may contain features designed to interoperate with Non-SFDC Applications. SFDC cannot guarantee the continued availability of such non-SFDC-related Service features, and may, upon prior written notice to Customer, cease providing them, if for example and without limitation, the provider of a Non-SFDC Application ceases to make the Non-SFDC Application available for interoperation with the corresponding Service features in a manner acceptable to SFDC. In such event, Customer may terminate the applicable Order Form and agreement in accordance with the terms therein and without any further obligation or penalty.

4. PROPRIETARY RIGHTS AND LICENSES

4.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, SFDC, its Affiliates, its licensors and Content providers reserve all rights, title and interest in and to the Services and Content, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

4.2. Access to and use of Content. Customer has the right to access and use applicable Content subject to the terms of applicable Order Forms, these TOU and the Documentation. Customer Data shall only be accessed upon Customer’s prior written consent. Customer Data shall be encrypted at rest and in transit.

4.3. Use of Customer Data and Applications. SFDC may use Customer Data, any Non-SFDC Applications and program code created by or for Customer using the Services or for use by Customer with the Services, and Customer Data, each solely as reasonably necessary for SFDC to provide and ensure proper operation of, the Services and associated systems in accordance with these TOU and the Documentation. If Customer chooses to use a Non-SFDC Application with a Service, then with Customer’s prior written consent, SFDC may allow the Non- SFDC Application and its provider to access Customer Data solely as reasonably required for the interoperation of that Non-SFDC Application with the Service. SFDC acquires no right, title or interest from Customer under these TOU in or to any Customer Data, Non-SFDC Application or such program code.

4.4. Feedback. SFDC and may use and incorporate into its services any suggestions or other feedback provided by Customer or its Users, relating to the operation of SFDC’s or its Affiliates’ services.

5. TERM AND TERMINATION

5.1. Termination of the Services. Termination terms are set forth in the State of Illinois Basic Ordering Agreement.

6. WARRANTY

SFDC warrants that during an applicable subscription term (a) this agreement, the quotes and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) SFDC will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) subject to the “Integration with Non-SFDC Applications” section above, SFDC will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Customer’s remedies are those described in the “Term and Termination” section above. Additional warranty terms are set forth in the State of Illinois Basic Ordering Agreement.

7. INDEMNIFICATION

SFDC shall indemnify and hold harmless Customer, its agencies, officers, employees, agents, and volunteers from any and all costs, demands, expenses, losses, claims, damages, liabilities, settlements, and judgments, including in-house and contracted attorneys’ fees and expenses, arising out of: (a) any breach or violation by SFDC of any of its certifications, representations, warranties, covenants, or agreements; (b) any actual or alleged death or injury to any person, damage to any real or personal property, or any other damage or loss claimed to result in whole or in part from SFDC’s negligent performance; (c) any act, activity or omission of SFDC or any of its employees, representatives, subcontractors, or agents; or (d) any actual or alleged claim that the services or goods provided under this contract infringe, misappropriate, or otherwise violate any intellectual property (patent, copyright, trade secret, or trademark) rights of a third party. In accordance with Article VIII, Section 1(a), (b) of the Constitution of the State of Illinois and 1973 Illinois Attorney General Opinion 78, Customer may not indemnify private parties absent express statutory authority permitting the indemnification.

8. LIABILITY

Neither…

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