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17-9 Resolution No. 17-9 RESOLUTION AUTHORIZING EXECUTION OF A MASTER SUBSCRIPTION AGREEMENT WITH SALESFORCE.COM, INC. FOR SUBSCRIPTIONS TO THE SALESFORCE SOFTWARE PLATFORM BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that Richard G. Kozal, City Manager, be and is hereby authorized and directed to execute a Master Subscription Agreement and related documents with salesforce.com, inc. on behalf of the City of Elgin for subscriptions to the salesforce software platform, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: January 25, 2017 Adopted: January 25, 2017 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk DocuSign Envelope ID:CD3236CE-3C43-455A-BC03-823E849E7B50 salesforce MASTER SUBSCRIPTION AGREEMENT Customer Full Legal Name: City of Elgin Customer Address: 150 Dexter Ct,Elgin,Illinois,60120 US This Master Subscription Agreement is between salesforce.com,inc., a Delaware corporation with its principal place of business at The Landmark @ One Market,Suite 300,San Francisco,California 94105("SFDC")and the customer named above.This Agreement is effective as of the last date beneath the parties'signatures below(the"Effective Date").The parties agree as follows: 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. "Agreement"means this Master Subscription Agreement and any exhibits,schedules and addenda hereto. "Beta Services" means SFDC services or functionality that may be made available to Customer to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description. "Content"means information obtained by SFDC from publicly available sources or its third party content providers and made available to Customer through the Services, Beta Services or pursuant to an Order Form, as more fully described in the Documentation. "Customer"means the customer named above together with its Affiliates which have signed Order Forms. "Customer Data"means electronic data and information submitted by or for Customer to the Services,excluding Content and Non-SFDC Applications. "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. "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 located at http://www.salesforce.com/appexchange, ExactTarget's HubExchange located at https://hubexchange.exacttarget.com/, or the Heroku add-ons catalog located at https://elements.heroku.com/, and any successor websites. "Non-SFDC Application" means a Web-based, mobile, offline or other software application functionality that is provided by Customer or a third party and interoperates with a Service, including, for example, an application that is developed by or for Customer,is listed on a Marketplace,or is identified as Salesforce Labs or by a similar designation. "Order Form" means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Customer and SFDC or any of their Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder,an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. "Services" means the products and services that are ordered by Customer under an Order Form and made available online by SFDC, including associated SFDC offline or mobile components, as described in the Documentation. "Services" exclude Content and Non-SFDC Applications. The "Salesforce Services" are those Services branded as Sales Cloud, Service Cloud, Force.com,Chatter,and Communities. "User"means an individual who is authorized by Customer to use a Service,for whom Customer has purchased a subscription (or in the case of any Services provided by SFDC without charge, for whom a Service has been provisioned), and to whom Customer (or, when applicable, SFDC at Customer's request) has supplied a user identification and password (for Services Agreement#<apts_agreement_ff agreement_number» SFDC-MSA-AMER-United States-EN_US July 2016 Page 1 of 10 CONFIDENTIAL DocuSign Envelope ID:CD3236CE-3C43-455A-BC03-B23E849E7B50 utilizing authentication). Users may include, for example, employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business. 2. SFDC RESPONSIBILITIES 2.1 Provision of Services.SFDC will(a)make the Services and Content available to Customer pursuant to this Agreement and the applicable Order Forms, (b)provide applicable SFDC standard support for the Services to Customer at no additional charge, and/or upgraded support if purchased,(c) for the Salesforce Services,abide by the Service Level Agreement(SLA)Addendum attached as Exhibit A and for all other Services, use commercially reasonable efforts to make the online Services available 24 hours a day,7 days a week,except for: (i)planned downtime(of which SFDC shall give advance electronic notice as provided in the Documentation), and (ii) any unavailability caused by circumstances beyond SFDC's reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving SFDC employees), Internet service provider failure or delay, Non-SFDC Application, or denial of service attack, and (d) provide the Services in accordance with laws and government regulations applicable to SFDC's provision of its Services to its customers generally (i.e., without regard for Customer's particular use of the Services), and subject to Customer's use of the Services in accordance with this Agreement, the Documentation and the applicable Order Form. 2.2 Protection of Customer Data. SFDC will maintain administrative, physical, and technical safeguards for protection of the security,confidentiality and integrity of Customer Data,as described in the Documentation. Those safeguards will include,but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by SFDC personnel except(a)to provide the Services and prevent or address service or technical problems,(b)as compelled by law in accordance with the "Confidentiality: Compelled Disclosure" section below, or(c) as expressly permitted in writing by Customer. Upon Customer's request during the term of this Agreement,SFDC shall provide,consistent with the Documentation,Customer with a copy of its most recent SSAE16 (SOC1) and/or SOC2 audit reports. The terms of the data processing addendum at http://www.sfdcstatic.com/assets/pdf/misc/data-processing-addendum.pdf("DPA")are hereby incorporated by reference and shall apply to the extent Customer Data includes Personal Data, as defined in the DPA. To the extent Personal Data from the European Economic Area (EEA) and Switzerland are processed by SFDC, its Processor Binding Corporate Rules and/or the Standard Contractual Clauses in Schedule 3 to the DPA shall apply, as further set forth in the DPA. For the purposes of the Standard Contractual Clauses, Customer and its applicable Affiliates are each the data exporter, and Customer's execution of this Agreement, and an applicable Affiliate's execution of an Order Form, shall be treated as its execution of the Standard Contractual Clauses and appendices. 2.3 SFDC Personnel. SFDC will be responsible for the performance of its personnel(including its employees and contractors)and their compliance with SFDC's obligations under this Agreement,except as otherwise specified in this Agreement. 2.4 Beta Services.From time to time,SFDC may make Beta Services available to Customer at no charge.Customer may choose to try such Beta Services or not in its sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. Beta Services are not considered "Services" under this Agreement,however,all restrictions, SFDC reservation of rights and Customer obligations concerning the Services,and use of any related Non-SFDC Applications and Content, shall apply equally to Customer's use of Beta Services. Unless otherwise stated,any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. SFDC may discontinue Beta Services at any time in its sole discretion and may never make them generally available. SFDC will have no liability for any harm or damage arising out of or in connection with a Beta Service. 3. USE OF SERVICES AND CONTENT 3.1 Subscriptions.Unless otherwise provided in the applicable Order Form or Documentation, (a) Services and access to Content are purchased as subscriptions,(b)subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing,prorated for the portion of that subscription term remaining at the time the subscriptions are added,and(c) any added subscriptions will terminate on the same date as the underlying subscriptions. 3.2 Usage Limits. Services and Content are subject to usage limits specified in Order Forms and Documentation. Unless otherwise specified, (a)a quantity in an Order Form refers to Users, and the Service or Content may not be accessed by more than that number of Users, (b) a User's password may not be shared with any other individual, and (c) except as set forth in an Order Form, a User identification may only be reassigned to a new individual replacing one who will no longer use the Service or Content.If Customer exceeds a contractual usage limit, SFDC may work with Customer to seek to reduce Customer's usage so that it conforms to that limit. If, notwithstanding SFDC's efforts, Customer is unable or unwilling to abide by a contractual usage limit,Customer will execute an Order Form for additional quantities of the applicable Services or Content promptly upon SFDC's request,and/or pay any invoice for excess usage in accordance with the"Invoicing and Payment"section below. Agreement#«apts_agreement_ff_agreement_number» SFDC-MSA-AMER-United States-EN_US July 2016 Page 2 of 10 CONFIDENTIAL DocuSign Envelope ID:CD3236CE-3C43-455A-8CO3-B23E849E7850 3.3 Customer Responsibilities. Customer will (a)be responsible for Users' compliance with this Agreement,Documentation and Order Forms, (b)be responsible for the accuracy, quality and legality of Customer Data and the means by which Customer acquired Customer Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify SFDC promptly of any such unauthorized access or use, (d)use Services and Content only in accordance with this Agreement,Documentation,Order Forms and applicable laws and government regulations,and(e)comply with terms of service of any Non-SFDC Applications with which Customer uses Services or Content. 3.4 Usage Restrictions. Customer will not (a) make any Service or Content available to, or use any Service or Content for the benefit of,anyone other than Customer or Users,unless expressly stated otherwise in an Order Form or the Documentation,(b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c)use a Service 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 a Service or Non-SFDC Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks,(g)permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access or use any of SFDC intellectual property except as permitted under this Agreement,an Order Form,or the Documentation,(h)copy 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, (k) access any Service or Content in order to build a competitive product or service or to benchmark with a non-SFDC product or service,or(1)reverse engineer any Service(to the extent such restriction is permitted by law). Customer's or a User's intentional violation of the foregoing,or any use of the Services in breach of this Agreement,Documentation or Order Forms,by Customer or Users that in SFDC's judgment imminently threatens the security, integrity or availability of SFDC's services, may result in SFDC's immediate suspension of the Services. SFDC will use commercially reasonable efforts under the circumstances to provide Customer with an opportunity to remedy such violation or threat prior to any such suspension. 3.5 External-Facing Services.If Customer subscribes to a Service for sending electronic messages or for the creation and hosting of, or for posting content on, external-facing websites, such use is subject to SFDC's External-Facing Services Policy at http://www.salesforce.com/company/legal/agreements.jsp as may be applicable to a Service,and Customer is solely responsible for complying with applicable law in its use of any cookies or other tracking technologies. 3.6 Removal of Content and Non-SFDC Applications.If SFDC is required by any third party rights holder to remove Content,or receives information that Content provided to Customer may violate applicable law or third-party rights, SFDC may discontinue Customer's access to such Content through the Services, and/or may notify Customer that it must discontinue all use of such Content,and to the extent not prohibited by law Customer will do so and promptly remove such Content from its systems. If SFDC receives information that a Non-SFDC Application used with a Service by Customer may violate SFDC's External-Facing Services Policy or applicable law or third-party rights, SFDC may so notify Customer and in such event Customer will promptly disable such Non-SFDC Application or modify the Non-SFDC Application to resolve the potential violation. If Customer does not take required action in accordance with the above, SFDC may disable the applicable Content, Service and/or Non-SFDC Application until the potential violation is resolved. If requested by SFDC, Customer shall confirm such deletion and discontinuance of use in writing and SFDC shall be authorized to provide a copy of such confirmation to any such third party claimant or governmental authority,as applicable. 4. NON-SFDC PROVIDERS 4.1 Acquisition of 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 they are designated by SFDC as"certified"or otherwise,unless expressly provided otherwise in an Order Form. 4.2 Non-SFDC Applications and Customer Data.If Customer chooses to use a Non-SFDC Application with a Service,Customer grants SFDC permission to allow the Non-SFDC Application and its provider to access Customer Data as required for the interoperation of that Non-SFDC Application with the Service. SFDC is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Non-SFDC Application or its provider. 4.3 Integration with Non-SFDC Applications. The Services may contain features designed to interoperate with Non-SFDC Applications. To use such features, Customer may be required to obtain access to such Non-SFDC Applications from their providers,and may be required to grant SFDC access to Customer's account(s)on such Non-SFDC Applications. SFDC cannot guarantee the continued availability of such Service features,and may cease providing them without entitling Customer to any Agreement#«apts_agreement_ff_agreement_number» SFDC-MSA-AMER-United States-EN_US July 2016 Page 3 of 10 CONFIDENTIAL DocuSign Envelope ID:CD3236CE-3C43-455A-BC03-B23E849E7B50 refund,credit,or other compensation, 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. 5. FEES AND PAYMENT 5.1 Fees. Customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Content subscriptions purchased and not actual usage, (ii)payment obligations are non-cancelable, except as allowed by section 11.4 "Termination" and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term. 5.2 Invoicing and Payment.Fees will be invoiced in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to SFDC and notifying SFDC of any changes to such information. 5.3 Overdue Charges. If any invoiced amount is not received by SFDC by the due date, then without limiting SFDC's rights or remedies,those charges may accrue late interest at the rate of 1.5%of the outstanding balance per month,or the maximum rate permitted by law,whichever is lower. 5.4 Suspension of Service. If any charge owing by Customer is 30 days or more overdue, SFDC may, without limiting its other rights and remedies, suspend Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit and whose payment has been declined, SFDC has given Customer at least 10 days' prior notice that its account is overdue in accordance with the"Notices"section below. 5.5 Payment Disputes. SFDC will not exercise its rights under the"Overdue Charges"or"Suspension of Service"section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute. 5.6 Taxes. SFDC's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder. If SFDC has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, SFDC will invoice Customer and Customer will pay that amount unless Customer provides SFDC with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity,SFDC is solely responsible for taxes assessable against it based on its income,property and employees. 5.7 Future Functionality. 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. 6. PROPRIETARY RIGHTS AND LICENSES 6.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, SFDC, its licensors and Content providers reserve all of their right,title and interest in and to the Services and Content,including all of their related intellectual property rights.No rights are granted to Customer hereunder other than as expressly set forth herein. 6.2 Access to and Use of Content.Customer has the right to access and use applicable Content subject to the terms of applicable Order Forms,this Agreement and the Documentation. 6.3 License by Customer to Host Customer Data and Applications. Customer grants SFDC, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, transmit and display Customer Data, and any Non-SFDC Applications and program code created by or for Customer using a Service or for use by Customer with the Services, as necessary for SFDC to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, SFDC acquires no right,title or interest from Customer or its licensors under this Agreement in or to any Customer Data,Non- SFDC Application or such program code. 6.4 License by Customer to Use Feedback. Customer grants to SFDC and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of SFDC's or its Affiliates' services. 6.5 Federal Government End Use Provisions. SFDC provides the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software)and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data— Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with SFDC to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement. Agreement#«apts_agreement_ff_agreement_number» SFDC-MSA-AMER-United States-EN_US July 2016 Page 4 of 10 CONFIDENTIAL DocuSign Envelope ID:CD3236CE-3C43-455A-13CO3-B23E849E7B50 7. CONFIDENTIALITY 7.1 Definition of Confidential Information."Confidential Information"means all information disclosed by a party("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of SFDC includes the Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing),as well as business and marketing plans,technology and technical information,product plans and designs, and business processes disclosed by such party. However,Confidential Information does not include any information that(i)is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party,(ii)was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or(iv) was independently developed by the Receiving Party. 7.2 Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind(but not less than reasonable care)to(i)not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and(ii)except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party's prior written consent,provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate's, legal counsel's or accountant's compliance with this "Confidentiality" section. Notwithstanding anything herein to the contrary, SFDC acknowledges that Customer is subject to the Illinois Freedom of Information Act (5ILCS140/1 et seq.) and all information in the Customer's possession may be regarded as a public record subject to disclosure, and any disclosure by Customer pursuant to the foregoing shall not be deemed a breach of Customer's obligations hereunder. 7.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so,provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure(to the extent legally permitted)and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information. 8. REPRESENTATIONS,WARRANTIES,EXCLUSIVE REMEDIES AND DISCLAIMERS 8.1 Representations.Each party represents that it has validly entered into this Agreement and has the legal power to do so. 8.2 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 below. 8.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN,NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT,TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.CONTENT AND BETA SERVICES ARE PROVIDED "AS IS,"AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS. 9. MUTUAL INDEMNIFICATION 9.1 Indemnification by SFDC. SFDC will defend Customer,officers,directors,Customer employees and agents(collectively,the "Customer Indemnified Parties") against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that any Service infringes or misappropriates such third party's intellectual property rights (a"Claim Against Customer"), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by SFDC in writing of, a Claim Against Customer, Agreement#«apts_agreement_ff agreement_number» SFDC-MSA-AMER-United States-EN_US July 2016 Page 5 of 10 CONFIDENTIAL DocuSign Envelope ID:CD3236CE-3C43-455A-BC03-B23E849E7B50 provided Customer(a)promptly gives SFDC written notice of the Claim Against Customer,(b)gives SFDC sole control of the defense and settlement of the Claim Against Customer(except that SFDC may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and(c) gives SFDC all reasonable assistance, at SFDC's expense. If SFDC receives information about an infringement or misappropriation claim related to a Service, SFDC may in its discretion and at no cost to Customer(i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching SFDC's warranties under "SFDC Warranties" above, (ii) obtain a license for Customer's continued use of that Service in accordance with this Agreement, or(iii)terminate Customer's subscriptions for that Service upon 30 days' written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against Customer arises from Content,a Non-SFDC Application or Customer's breach of this Agreement,the Documentation or applicable Order Forms. 9.2 Indemnification by Customer.Customer will defend SFDC,officers,directors,SFDC employees and agents(collectively,the "SFDC Indemnified Parties") against any claim, demand, suit or proceeding made or brought against SFDC by a third party alleging that any Customer Data infringes or misappropriates such third party's intellectual property rights, or arising from Customer's use of the Services or Content in breach of the Agreement,the Documentation,Order Form or applicable law(each a "Claim Against SFDC"), and will indemnify SFDC from any damages, attorney fees and costs finally awarded against SFDC as a result of,or for any amounts paid by SFDC under a settlement approved by Customer in writing of,a Claim Against SFDC, provided SFDC (a)promptly gives Customer written notice of the Claim Against SFDC, (b)gives Customer sole control of the defense and settlement of the Claim Against SFDC (except that Customer may not settle any Claim Against SFDC unless it unconditionally releases SFDC of all liability),and(c)gives Customer all reasonable assistance,at Customer's expense. 9.3 Exclusive Remedy.This"Mutual Indemnification"section states the indemnifying party's sole liability to,and the indemnified party's exclusive remedy against,the other party for any type of claim described in this section. 10. LIMITATION OF LIABILITY 10.1 Limitation of Liability.EXCEPT FOR(A)DAMAGES ARISING FROM BREACHES OF A PARTY'S OBLIGATIONS OF CONFIDENTIALITY UNDER SECTION 7 HEREUNDER, FOR WHICH NEITHER PARTY'S AGGREGATE LIABILITY SHALL EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER HEREUNDER IN THE SIXTEEN (16) MONTHS PRECEDING THE INCIDENT, AND (B) AMOUNTS PAYABLE UNDER A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9 OF THIS AGREEMENT (ENTITLED "MUTUAL INDEMNIFICATION") AND(C) DAMAGES ARISING OUT OF A PARTY'S INTENTIONAL MISCONDUCT,IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY,BUT WILL NOT LIMIT CUSTOMER'S AND ITS AFFILIATES' PAYMENT OBLIGATIONS UNDER THE "FEES AND PAYMENT" SECTION ABOVE. 10.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES,WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY'S OR ITS AFFILIATES' REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. FOR CLARITY, AMOUNTS AWARDED UNDER A CLAIM SUBJECT TO INDEMNIFICATION UNDER SECTION 9 (ENTITLED "MUTUAL INDEMNIFICATION") SHALL BE DEEMED DIRECT DAMAGES AND THEREFORE NOT SUBJECT TO THE EXCLUSIONS SET FORTH IN THIS SECTION 10.2, IRRESPECTIVE OF THE CHARACTERIZATION OF SUCH AMOUNTS IN THE UNDERLYING THIRD PARTY CLAIM. 11. TERM AND TERMINATION 11.1 Term of Agreement. This Agreement commences on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated. 11.2 Term of Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Subscriptions shall not automatically renew. Except as otherwise specified in an Order Form, the per-unit pricing during any renewal term will increase by up to 5%above the applicable pricing in the prior term,unless SFDC provides Customer notice of different pricing at least 60 days prior to the applicable renewal term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at SFDC's applicable list price in effect at the time of the applicable Agreement#a apts_agreement_ff_agreement_number» SFDC-MSA-AMER-United States-EN_US July 2016 Page 6 of 10 CONFIDENTIAL DocuSign Envelope ID:CD3236CE-3C43-455A-BC03-B23E849E7B50 renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term's per-unit pricing. 11.3 (A) Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period,or(ii)if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency,receivership,liquidation or assignment for the benefit of creditors. (B)Termination for Non-Appropriation: Customer may terminate this Agreement and have no further obligation under this Agreement beyond full payment of fees through the end of the then-current annual term in the event that appropriate legislative body fails to appropriate funds for the Order Form(s)governed by this Agreement. 11.4 Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with the "Termination" section above, SFDC will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by SFDC in accordance with the "Termination" section above, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve Customer of its obligation to pay any fees payable to SFDC for the period prior to the effective date of termination. 11.5 Customer Data Portability and Deletion. Upon request by Customer made within 30 days after the effective date of termination or expiration of this Agreement,SFDC will make Customer Data available to Customer for export or download as provided in the Documentation. After such 30-day period,SFDC will have no obligation to maintain or provide any Customer Data, and as provided in the Documentation will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control,unless legally prohibited. 11.6 Surviving Provisions. The sections titled "Fees and Payment," "Proprietary Rights and Licenses," "Confidentiality," "Disclaimers," "Mutual Indemnification," "Limitation of Liability," "Refund or Payment upon Termination," "Customer Data Portability and Deletion," "Removal of Content and Non-SFDC Applications," "Surviving Provisions" and "General Provisions"will survive any termination or expiration of this Agreement. 12. INSURANCE COVERAGE During the term of this Agreement, SFDC shall, at its own cost and expense, obtain and maintain in full force and effect, the following minimum insurance coverage: (a)Workers' Compensation insurance in accordance with all applicable federal, state and local statutory requirements and Employer's Liability coverage in an amount not less than$1,000,000 per occurrence; (b) Commercial Automobile Liability insurance (including bodily injury and property damage coverage) for owned, non-owned and hired vehicles, with a combined single limit of$1,000,000 per accident;(c) Commercial General Liability insurance on an occurrence basis with $1,000,000 per occurrence and $2,000,000 aggregate; (d) Technology Errors and Omissions liability insurance, including Network Security and Privacy Liability, with a limit of$5,000,000 per claim and $5,000,000 aggregate; and (e)Umbrella Liability insurance with limits of$5,000,000 per occurrence and$5,000,000 aggregate in excess of the limits specified above for Employer's Liability, Automobile Liability, and Commercial General Liability insurance. SFDC shall furnish to Customer evidence of such insurance upon Customer's written request. 13. GENERAL PROVISIONS 13.1 Export Compliance.The Services,Content,other SFDC technology,and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. SFDC and Customer each represents that it is not named on any U.S. government denied-party list. Customer will not permit any User to access or use any Service or Content in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation. 13.2 Anti-Corruption.Neither party has received or been offered any illegal or improper bribe,kickback,payment,gift,or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. 13.3 Entire Agreement and Order of Precedence.This Agreement is the entire agreement between SFDC and Customer regarding Customer's use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations,written or oral,concerning its subject matter. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation(excluding Order Forms)is void. In the event of any conflict or inconsistency among the following documents,the order of precedence shall be: (1)the applicable Order Form,(2)any exhibit, schedule or addendum to this Agreement,(3)the body of this Agreement,and(4)the Documentation. 13.4 Relationship of the Parties.The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture,agency,fiduciary or employment relationship between the parties. 13.5 Third-Party Beneficiaries.There are no third-party beneficiaries under this Agreement. Agreement#«apts_agreement_ff_agreement_number» SFDC-MSA-AMER-United States-EN_US July 2016 Page 7 of 10 CONFIDENTIAL DocuSign Envelope ID:CD3236CE-3C43-455A-BC03-B23E849E7B50 13.6 Notices. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, (c) the second business day after sending by confirmed facsimile, or(d), except for notices of termination or an indemnifiable claim ("Legal Notices"),the day of sending by email.Notices to SFDC will be addressed to the attention of Sales Operations,with a copy to SFDC's General Counsel,at salesforce.com, inc., The Landmark at One Market, Suite 300, San Francisco, California 94105; fax (415) 901-7040; legal(ksalesforce.com; or as updated by SFDC via written notice to Customer. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer,and Legal Notices to Customer shall be sent to the attention of the City Manager, City of Elgin, 150 Dexter Court, Elgin, Illinois 60120 with a copy sent to the attention of the Corporation Counsel at the City of Elgin, 150 Dexter Court,Elgin,IL 60120 and be clearly identifiable as Legal Notices. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer. 13.7 Waiver.No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. 13.8 Severability.If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law,the provision will be deemed null and void,and the remaining provisions of this Agreement will remain in effect. 13.9 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party's prior written consent(not to be unreasonably withheld); provided,however, either party may assign this Agreement in its entirety(including all Order Forms),without the other party's consent to its Affiliate or in connection with a merger,acquisition,corporate reorganization,or sale of all or substantially all of its assets.Notwithstanding the foregoing,if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, SFDC will refund Customer any prepaid fees covering the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. 13.10 Governing Law.This Agreement,and any disputes arising out of or related hereto,will be governed exclusively by the internal laws of the State of Illinois, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. 13.11 Venue. If Customer is the plaintiff then the Circuit Court of Kane County Illinois or the federal court in Chicago,Illinois will have exclusive jurisdiction over any dispute relating to this Agreement. If SFDC is the plaintiff then the state and federal courts located in San Francisco County, California will have exclusive jurisdiction over any dispute relating to this Agreement. Each party consents to the jurisdiction of those courts as stated above. 13.12 Counterparts.This Agreement may be executed electronically,by facsimile and in counterparts. 13.13 Limitation for Actions. No legal action,regardless of its form,related to or arising out of this Agreement,may be brought by either party more than two years after the cause of action is first discovered or should have been discovered by reasonable commercial methods. 13.14 Code of Conduct. SFDC shall abide by its Code of Conduct set forth at http://investor.salesforce.com/files/gov docs/Salesforce Code of Conduct-CURRENT.pdf, and its Business Conduct Principles at https://www.salesforce.com/assets/pdf/misc/salesforce Business Conduct Principlespdf. 13.15 Publicity. SFDC may not use,in any form or medium,the name of the City of Elgin for public advertising unless prior written permission is granted by the Customer. [Signatures next page.] Agreement#«apts_agreement ffagreement_number>) SFDC-MSA-AMER-United States-EN_US July 2016 Page 8 of 10 CONFIDENTIAL DocuSign Envelope ID:CD3236CE-3C43-455A-6CO3-823E849E7B50 Signed by each party's authorized representative: SALESFORCE.COM Inc. CUSTOMS I� Y OF ELGIN Doeusigned by: I . Ltd. /.- B By: 000sor,;,oxasn... By: jenna hillard Print Name: Print Name: Richard G. Kozal Title: Sr Manager, order Management Title: City Manager 1/18/2017 Date: Date: January 25, 2017 EXHIBIT A: SERVICE LEVEL ADDENDUM FOR SALESFORCE SERVICES Agreement#«apts_agreement_ff_agreement_number» SFDC-MSA-AMER-United States-EN_US July 2016 Page 9 of 10 CONFIDENTIAL DocuSign Envelope ID:CD3236CE-3C43-455A-BC03-B23E849E7B50 EXHIBIT A Service Level Addendum This Exhibit A(Service Level Addendum)("SLA") is subject to and made a part of the attached Master Subscription Agreement(the "Agreement") and shall only apply to Services branded as Force.com, Site.com, Database.com, Sales Cloud, Service Cloud, Communities and Chatter(the"Salesforce Services")and Services branded as Analytics Cloud, Health Cloud Services and Financial Services Cloud(for the purpose of this exhibit only,together with the Salesforce Services,the"Covered Services"). 1. Availability. SFDC shall make the Covered Services available 98%of the time, except as provided below. Availability will be calculated per calendar quarter,as follows: C total—nonexcludal ded—excluded JI*100]. 98% total—exclu Where: • total means the total number of minutes in the calendar quarter; • nonexcluded means downtime that is not excluded;and • excluded means: o Any planned downtime of which SFDC gives 24 or more hours' notice in accordance with the Agreement or via a conspicuous on-screen message in the Covered Services. SFDC will use commercially reasonable efforts to schedule all planned downtime during the hours from 6:00 p.m. Friday to 3:00 a.m. Monday, U.S. Pacific Time. o Any period of unavailability lasting less than 15 minutes. o Any unavailability caused by circumstances beyond SFDC's reasonable control,including,without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving SFDC employees), denial-of-service attacks, or third-party Internet service provider failures or delays. For any partial calendar quarter during which Customer subscribes to the Covered Services, availability will be calculated based on the entire calendar quarter,not just the portion for which Customer subscribed. 2. Remedies. Should SFDC fail to make the Covered Services available as set forth in Section 1 above in a calendar quarter, Customer may terminate its subscriptions to the Covered Services by providing notice of termination in accordance with Section 3 below, in which case SFDC will refund to Customer any prepaid fees for the remainder of the Covered Services subscription term(s) following the date of termination. The remedies described in this paragraph shall be the sole remedies available to Customer for breach of this SLA. 3. Reporting,Claims and Notices. To claim a remedy under this SLA,Customer shall send SFDC a notice,via email addressed to sla(asalesforce.com,containing the following details: • Billing information,including company name,billing address,billing contact and billing contact phone number • Downtime information with dates and time periods for each instance of downtime during the relevant period • An explanation of the claim,including any relevant calculations. Claims may be made on a calendar-quarter basis only and must be submitted within 10 business days after the end of the applicable quarter,except where a Covered Services subscription ends on a date other than the last day of a calendar quarter,in which case any claim related to that subscription must be submitted within 10 business days after the subscription end date. All claims will be verified against SFDC's system records. Should SFDC dispute any period of unavailability alleged by Customer, SFDC will provide to Customer a record of Covered Services availability for the applicable period. SFDC will provide such records only in response to claims made by Customer in good faith. 4. General: Covered Services designated in writing as beta, limited release, developer preview, development or test bed environments, or by descriptions of similar import are excluded from this SLA. SFDC shall have no obligations under this SLA during any period in which customer is in material breach of the Agreement,including any period in which Customer has failed to meet its payment obligations thereunder. Agreement#«apts_agreement_ff agreement_number» SFDC-MSA-AMER-United States-EN_US July 2016 Page 10 of 10 CONFIDENTIAL salesforce.com,inc. ORDER FORM for City of Elgin(IL) San Francisco,CA 94105 Offer Valid Through:1/31/2017 salesforce United States Proposed by:Connor Gallery Quote Number:Q-00836637 ORDER FORM Address Information Bill To: Ship To: 150 Dexter Court 150 Dexter Court Elgin Elgin IL,60120-5555 IL,60120-5555 US-United States US-United States Billing Company Name:City of Elgin(IL) Billing Phone:(847)931-5642 Billing Contact Name:Jeff Massey Billing Fax: Billing Email Address:masseyj©cityofelgin.org Billing Language:English Terms and Conditions Contract Start Date*:1/1/2017 Payment Method:Check Contract End Date*:12/31/2017 Payment Terms:Net 30 Billing Frequency:Annual Billing Method:Email Services Order Order Start Order Term Monthly/ Services Date* End Date* (months)* Unit Price+ Quantity Total Price Service Cloud Lightning CRM-Unlimited Edition(Restricted 1/1/2017 12/31/2017 12 USD 54.00 335 USD 217,080.00 Use) Service Cloud Lightning CRM-Unlimited Edition 1/1/2017 12/31/2017 12 USD 151.00 30 USD 54,360.00 Customer Community-Unlimited Edition-Logins 1/1/2017 12/31/2017 12 USD 0.19 20,000 USD 45,000.00 Analytics Cloud-Wave Base Capacity 1/1/2017 12/31/2017 12 USD 0.00 1 USD 0.00 Courtesy Administrators for Premier+Success-Unlimited 1/1/2017 12/31/2017 12 USD 0.00 1 USD 0.00 Edition Analytics Cloud-Wave Analytics Platform 1/1/2017 12/31/2017 12 USD 75.00 5 USD 4,500.00 Total:USD 320,940.00 1/5 +The Monthly/Unit Price shown above has been rounded to two decimal places for display purposes.As many as eight decimal places may be present in the actual price.The totals for this order were calculated using the actual price,rather than the Monthly/Unit Price displayed above,and are the true and binding totals for this order.*If this Order Form is executed and/or returned to salesforce.com by Customer after the Order Start Date above,salesforce.com may adjust the Order Start Date and Order End Date,without increasing the Total Price,based on the date salesforce.com activates the products and provided that the total term length does not change.Following activation,any adjustments to these terms may be confirmed by logging into Checkout,by reference to the order confirmation email sent by salesforce.com to the Billing Email Address above,and/or by contacting Customer Service.Prices shown above do not include any taxes that may apply.Any such taxes are the responsibility of Customer. This is not an invoice. Annual Pricing Summary Fees Aggregate Price# 1/1/2017-12/31/2017 USD 320,940.00 Total:USD 320,940.00 *The Annual Pricing Summary is provided for informational purposes only and is not a payment schedule.Please refer to the Terms and Conditions section of this Order Form for payment-related information. Pricing Schedule Product Price(USD) Quantity For Service Cloud Lightning CRM-Unlimited Edition(Restricted Use) USD 54.00 335 Analytics Cloud-Wave Analytics Platform USD 75.00 5 Service Cloud Lightning CRM-Unlimited Edition USD 151.00 30 Customer Community-Unlimited Edition-Logins USD 0.19 20000 The pricing in the Pricing Schedule above is stated in terms of monthly per-subscription pricing.In case the above Pricing Schedule provides for tiered pricing,the volume pricing levels are monthly and are based upon the aggregate total number of full-use subscriptions of the applicable Services purchased by the customer entity executing this Order Form("Customer")which are in effect as of this Order Form's Order Start Date.Any price decreases shall have no effect on previously purchased subscriptions.Only add-on Orders by Customer that are associated with this Order Form,for the same Service and edition,during the order term herein,are eligible for the applicable volume pricing levels under this Pricing Schedule. If a single additional add-on Order raises the aggregate number of subscriptions for any product listed in the table above the threshold limits specified above,only those subscriptions exceeding the new threshold are entitled to the reduced pricing.Volume discounts do not accumulate across different Services or editions.Any renewals of the subscriptions purchased under this Order Form are not eligible for this Pricing Schedule unless expressly agreed to in writing between the parties in an applicable renewal Order Form. Quote Special Terms 2/5 This Order Form replaces Customer's Order Form(s)under Contract No(s).01515306(as referenced in the corresponding invoice(s)), which is/are hereby terminated.Any credits applicable to fees paid in relation to such terminated Order Form(s)will be applied to this Order Form. Service Cloud-Lightning CRM-Unlimited Edition(Restricted Use)-subscriptions ordered hereunder at pricing of$54 User/month are Restricted Use Subscriptions,and shall be subject to the following restriction(s):Restricted Use Subscriptions shall(1)not include any of the following functionality(ies)(by tab,as applicable):Accounts,Contacts,Leads,Opportunities,Console,Quotes,Solutions,Data.com, Offline,customizable forecasting.For clarity,the primary job function of Users of Restricted Use subscriptions cannot include full time Sales or Service(Call Center)responsibilities,including those who manage Users with such job functions(including,but not limited to C-Level and Senior Executives).These restrictions shall be cumulative and shall apply to all Restricted Use Subscriptions purchased under this Order Form.Customer must strictly segregate all Restricted Use Subscriptions from any full-featured subscriptions it may hold by setting up and enforcing a unique profile in the Service associated with such Restricted Use Subscriptions.Customer understands that the above functionality limitations are contractual in nature(i.e.,the functionality itself has not been disabled as a technical matter in the Service)and therefore agrees to strictly monitor its Users'use of such Restricted Use Subscriptions and enforce the applicable restrictions.Salesforce.com may audit Customer's use of Restricted Use Subscriptions at any time through the Service.Should any audit reveal any unauthorized use of Restricted Use Subscriptions,Customer agrees it will pay,within five(5)business days of notice of the audit results,the difference between the contract price for Restricted Use Subscriptions and the list price for full subscriptions of the above-named product,for all of the Restricted Use Subscriptions showing unauthorized use(taken as a group),beginning with the date of the first violation through the end of the then current subscription term.Upon such payment,all such Restricted Use Subscriptions showing unauthorized use will be converted into full subscriptions for the remainder of the then current subscription term. Any increase in subscription pricing(excluding support)for the first two renewal terms will not exceed 0%over the subscription pricing in the immediately preceding term,provided each renewal is for all the products ordered under this Order Form and a minimum of one year.Any increase in Subscription pricing(excluding support)for the subsequent two renewal terms will not exceed 5%over the Subscription pricing in the immediately preceding term,provided each renewal is for all the products ordered under this Order Form and a minimum of one year. Customer may terminate Order Form in accordance with section 11.3 of the MSA. This Order Form shall be governed by the Master Subscription Agreement between salesforce.com and City of Elgin,Illinois dated 1/25/2017(the"MSA")and any applicable addenda thereto,provided that the entity signing this Order Form is either the same entity that executed the MSA or an Affiliate thereof,If the entity signing this Order Form is an Affiliate thereof,such Affiliate agrees to be bound by the terms of the MSA as if it were an original party thereto. Product Special Terms 3/5 Analytics Cloud-Wave Base Capacity Analytics Cloud-Wave Base Capacity is limited to 100 million data rows when used with Analytics Cloud-Wave Analytics Platform (including when used in conjunction with Analytics Cloud-Sales Wave Analytics App),25 million data rows when used with Analytics Cloud-Sales Wave Analytics App only or 25 million data rows when used with Analytics Cloud-Service Wave Analytics App only, without regard to the corresponding number of Analytics Cloud-Wave Analytics Platform,Analytics Cloud-Sales Wave Analytics App subscriptions or Analytics Cloud-Service Wave Analytics App subscriptions.Customer understands that the foregoing limitations are contractual in nature(i.e.the data rows are not limited as a technical matter in the Services),and therefore agrees to strictly monitor its total number of data rows.SFDC may monitor Customer's usage of the Analytics Cloud-Wave Base Capacity subscriptions at any time through the Services.Should any monitoring reveal any use of Analytics Cloud-Wave Base Capacity subscriptions in violation of the above restrictions,Customer agrees it will pay,within five(5)business days of notice of the results,for an additional Analytics Cloud- Additional Data Rows(100 Million)subscription covering the remainder of the subscription term. Analytics Cloud-Wave Analytics Platform Analytics Cloud-Wave Analytics Platform subscriptions require at least one Analytics Cloud—Wave Base Capacity subscription. The Sales Wave Analytics App and Service Wave Analytics App functionalities included as part of the Analytics Cloud-Wave Analytics Platform subscription are provided in English only. Free Sandbox with Unlimited/Performance Edition Sandbox subscriptions are for testing and development use only,and not for production use.As part of its system maintenance,SFDC may delete any Sandbox that Customer has not logged into for 150 consecutive days.Thirty or more days before any such deletion, SFDC will notify Customer(email acceptable)that the Sandbox will be deleted if Customer does not log into it during that 30-day(or longer)period.Deletion of a Sandbox shall not terminate Customer's Sandbox subscription;if a Sandbox is deleted during Customer's Sandbox subscription term,Customer may create a new Sandbox. Free Sandbox with Unlimited/Performance Edition Sandbox subscriptions are for testing and development use only,and not for production use.As part of its system"maintenance,SFDC may delete any Sandbox that Customer has not logged into for 150 consecutive days.Thirty or more days before any such deletion, SFDC will notify Customer(email acceptable)that the Sandbox will be deleted if Customer does not log into it during that 30-day(or longer)period.Deletion of a Sandbox shall not terminate Customer's Sandbox subscription;if a Sandbox is deleted during Customer's Sandbox subscription term,Customer may create a new Sandbox. Courtesy Administrators for Premier+Success The Courtesy Administrators for Premier+Success are provided to Customer free of charge for use only by the SFDC administration team in connection with Customer's purchase of the Premier+Success Plan in order to allow SFDC to perform the administration functions described in the Premier+Success Plan("Courtesy Administrator Subscriptions").After Customer's execution of this Order Form,SFDC will provide Customer with instructions on how to set up the Courtesy Administrator Subscriptions. For clarity,the Courtesy Administrator Subscriptions are provided on a one-time basis and Customer may not add on any additional Courtesy Administrator Subscriptions during the Order Term despite anything to the contrary in any agreement between Customer and SFDC. Customer Community(Logins/month) Subscriptions to Customer Community(Logins/month)may not be purchased for use by Customer employees or other personnel of Customer.Each Customer Community(Logins/month)subscription entitles the Permitted Users access to all such Communities within the same Org up to the number of log-ins per calendar month ordered(the Permitted Number of Monthly Logins").Customer shall assign each Permitted User a User profile or permission set that permits access to no more than 10 custom objects in each applicable community.Salesforce.com will provision 20 User subscriptions for each of the Permitted Number of Monthly Logins;subject,however, to the limitations on the aggregate number of User subscriptions per Org set forth in the Documentation("Permitted Users").Customer understands that the above limitations are contractual in nature(i.e.,they are not limited as a technical matter in the Service)and therefore agrees to strictly review its Users'use of such subscriptions and enforce the limits set forth herein.SFDC may review Customer's use of the subscriptions at any time through the Service.Unused logins are forfeited at the end of each month and do not roll over to subsequent months.The beginning and end of each calendar month will conform with U.S.Pacific Time. 4/5 Purchase Order Information Is a Purchase Order(PO)required for the purchase or payment of the products on this Order Form?(Customer to complete) [ J No [ ] Yes-Please complete below PO Number: PO Amount: Upon signature by Customer and submission to salesforce.com,this Order Form shall become legally binding unless this Order Form is rejected by salesforce.com for any of the following reasons:(1)the signatory below does not have the authority to bind Customer to this Order Form,(2)changes have been made to this Order Form(other than completion of the purchase order information and the signature block),or(3)the requested purchase order information or signature is incomplete or does not match our records or the rest of this Order Form.Subscriptions are non-cancelable before their Order End Date.This Order Form is governed by the terms of the salesforce.com Master Subscription Agreement found at https://www.salesforce.com/company/msa.jsp,unless(i)Customer has a written master subscription agreement executed by salesforce.com for such Services as referenced in the Documentation,in which case such written salesforce.com master subscription agreement will govern or(ii)otherwise set forth herein. Customer:City of Signature Name Richard G. Kozal Business Title City Manager Date January 25, 2017 Confidential and proprietary.©Copyright 2000-2012 salesforce.com,inc.All rights reserved. 5/5