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Exhibit 1 LICENSING SOLUTION PROVIDER AGREEMENT FOR THE CITY OF SANTA ANA UNDER THE MICROSOFT ENTERPRISE AGREEMENT AND SELECT SOFTWARE LICENSING AGREEMENT THIS AGREEMENT is made and entered into on this 21 ST day of January, 2020 by and between Software One, hie., a Wisconsin corporation ("Software One"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City has elected to purchase Microsoft licenses and services under the terms and conditions of the Microsoft Enterprise Agreement and Microsoft Select program for State and Local Governments and the Microsoft SLP Agreement for State and Local Governments. B. The City has selected Software One as the licensing solution provider through which the City intends to purchase the above products. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES a. Software One shall provide Licensing Solution Provider ("LSP") services pursuant to the terms and conditions set forth by the Microsoft Enterprise Agreement No. 8084445 for State and Local Governments presently in effect between Microsoft and the County of Riverside (the "Master Agreement'), effective as of August 23, 2019, attached hereto as Exhibit A, and the Volume Licensing ("VL") Enterprise Enrollment, VL Enterprise Amendment, VL Enterprise Enrollment Product Selection Form, and the VL Discount Transparency Disclosure Form, collectively referred to as the "Microsoft Enterprise Enrollment' which are attached hereto as Exhibits B-E, which are additionally referenced in the Signature Form, attached hereto as Exhibit F for the Microsoft Enterprise Enrollment. City retains the right to purchase licenses and/or services pursuant to either Microsoft Agreement, based upon which provides the greater benefit to the City. Said services shall be provided pursuant to the terms and conditions set forth in Exhibits A-E. 2. COMPENSATION a. The total sum to be expended under this Agreement shall not exceed One Million Two Hundred Thousand Dollars ($1,200,000), during the three (3) year term of this Agreement. Pricing levels are subject to the requirements of the Product Selection Form, and the Discount Transparency Disclosure Form and attached hereto within Exhibits D and E. #22376v3 25G-4