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HomeMy WebLinkAbout2024-12-03; City Council; 06; Cisco Enterprise Agreement with Logicalis, Inc. for Cisco software licensingCA Review AZ Meeting Date: Dec. 3, 2024 To: Mayor and City Council From: Scott Chadwick, City Manager Staff Contact: Maria Callander, Information Technology Director maria.callander@carlsbadca.gov, 442-339-2454 Michael Pugliese, Information Technology Manager michael.pugliese@carlsbadca.gov, 442-339-2452 Subject: Cisco Enterprise Agreement with Logicalis, Inc. for Cisco software licensing Districts: All Recommended Action Adopt a resolution authorizing the City Manager or designee to execute documents necessary to procure a Cisco Enterprise Agreement with Logicalis Inc. for Cisco software licensing for the city’s digital information network infrastructure for a five-year period ending Feb. 2, 2030. Executive Summary The city uses Cisco software to maintain the city’s digital information network infrastructure. The licensing of this software was originally purchased in 2019 with the implementation of the city’s digital information network. The enterprise license agreement that was signed in 2019 will expire in February of 2025. This proposed five-year Cisco enterprise agreement with the current reseller Logicalis would continue the same Cisco licensing as provided by the 2019 purchase and allow for future changes to the agreement as infrastructure is either replaced or added. During the term of this agreement, the city will have to annually account for any additional licenses beyond what is included in the proposed agreement due to new hardware purchases. It’s currently estimated that increase will be no more than 10% of the total value of the agreement, however it is not feasible to predict the precise amount given changing or unknown infrastructure hardware requirements. The City Council’s approval is required under Carlsbad Municipal Code Section 3.28.060 - Procurement of Professional Services and Services because this agreement will cost the city more than $100,000 per agreement year. Dec. 3, 2024 Item #6 Page 1 of 19 Explanation & Analysis The City Council approved the implementation of the Carlsbad Digital Information Network in 2019. At that time, hardware was purchased with five years of support, maintenance and software licensing. The software licensing component of this original purchase agreement is about to expire and the city needs a new agreement to take its place. A five-year agreement with Cisco provides the best value to the city by providing a discounted rate of approximately 20% below that of the cost of annual agreements. The agreement bundles all the software licensing needed to support various infrastructure hardware components necessary to operate the digital information network. Future purchases of communication equipment will also benefit from this discounted rate, ensuring predictable costs of additional licenses. The agreement is priced at a not-to-exceed amount of $100,970.64 for the first year, with annual billing starting in January 2025. Staff expect that the agreement will cost the city more in subsequent years two through five due to equipment purchases or other changes. These purchases are typically related to budgeted technology projects needed for ongoing support or expansion of the digital information network. Staff anticipate that the licensing needed for new hardware purchases will not increase the total value of the agreement more than 10%, though it’s not possible to fully know those costs at this time since those project needs are unknown. The process of accounting for these cost adjustments will occur every January, at the time of renewal. The city will be making this purchase using a cooperative purchasing agreement. Cooperative purchasing is when a government agency uses an existing procurement contract from another agency as the justification and documentation to create its own contract to purchase the same or similar items or services directly from the vendor. Government agencies often use such cooperatives to reduce their costs of procurement. Logicalis is the reseller through which the city purchases its digital information network communication equipment and support plans. This agreement and term from Logicalis represent the best value to the city by purchasing through a cooperative purchasing agreement, in compliance with Carlsbad Municipal Code Section 3.28.100 - Cooperative Purchasing. Logicalis is an authorized reseller and provides products and technology services under the National Association of State Procurement Officials Value Point Data Communications Master Agreement #AR3227, Cisco Participating Addendum State of California CA #7-20-70-47-01 contract. Municipal Code Section 3.28.100 grants the Purchasing Officer the authority to join with other public or quasi-public agencies in cooperative purchasing plans or programs for the purchase of goods and/or services by contract, arrangement or agreement as allowed by law and as determined by the Purchasing Officer to be in the city’s best interest. The Purchasing Officer may buy directly from a vendor at a price established by another public agency when the other agency has made their purchase in a competitive manner. The agreement price was quoted from the master agreement. The Purchasing Officer’s memo authorizing this Cisco EA under the cooperative purchasing agreement is attached as Exhibit 2. Dec. 3, 2024 Item #6 Page 2 of 19 Fiscal Analysis The year 1 cost of the Cisco EA with Logicalis is not to exceed $100,970.64. Costs for year 2 through 5 may increase, but not by more than 10% of the total value of the agreement, or $50,485.32. Funding for the first year’s payment was included in the fiscal year 2024-25 Information Technology Department’s Infrastructure Replacement Budget. Future years’ funding will be requested during the appropriate fiscal year’s budget process. Next Steps Staff will execute the Cisco enterprise agreement. Environmental Evaluation This action does not require environmental review because it does not constitute a project within the meaning of the California Environmental Quality Act under California Public Resources Code Section 21065 in that it has no potential to cause either a direct physical change or a reasonably foreseeable indirect physical change in the environment. Exhibits 1. City Council resolution 2. Purchasing Officer’s memorandum Dec. 3, 2024 Item #6 Page 3 of 19 Exhibit 1 Dec. 3, 2024 Item #6 Page 4 of 19 RESOLUTION NO. 2024-267 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE CITY MANAGER OR DESIGN EE TO EXECUTE DOCUMENTS NECESSARY TO PROCURE A CISCO ENTERPRISE AGREEMENT WITH LOGICALIS INC. FOR CISCO SOFTWARE LICENSING FOR THE CITY'S DIGITAL INFORMATION NETWORK INFRASTRUCTURE FOR A FIVE-YEAR PERIOD ENDING FEB. 2, 2030 WHEREAS, the City of Carlsbad has information technology infrastructure that requires annual software maintenance to support effective operations, and the Cisco Enterprise Agreement for software usage is one of the products that helps to meet this need; and WHEREAS, the City of Carlsbad purchased Cisco Enterprise Agreement software usage services in 2019 on a five-year basis with an end date of Feb. 1, 2025; and WHEREAS, Logicalis Inc., an authorized Cisco Enterprise Agreement reseller, provides software usage services for information technology infrastructure under the National Association of State Procurement Officials ValuePoint Data Communications Master Agreement #AR3227, Cisco Participating Addendum State of California CA #7-20-70-47-01 contract; and WHEREAS, under Carlsbad Municipal Code 3.28.100, Cooperati_ve Purchasing, the Purchasing Officer has the authority to join with other public agencies for the purchase of goods or services when it is in the best interest of the city; and WHEREAS, the Purchasing Officer has reviewed the purchase and agrees that the use of the cooperative purchasing agreement is in the best interest of the city; and WHEREAS, the budget to procure the maintenance and support services is available in the fiscal year 2024-25 Information Technology Department's Replacement Budget; and WHEREAS, the payments of years two through five of the agreement may increase, but no more than 10% of the value of this agreement, or $50,485.32; and WHEREAS, the funding for future years' maintenance and support services will be considered on an annual basis in the Information Technology Department's annual budget requests. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. Dec. 3, 2024 Item #6 Page 5 of 19 2. That City Manager, or a designee, is authorized to execute all required documents necessary to procure Cisco EA software usage services through Feb. 2, 2030, from Logicalis Inc. Under the agreement, year 1 will be for an amount not to exceed $100,970.64 as reflected in Attachment A, and it is estimated that costs for years 2 - 5 will increase depending on infrastructure hardware changes, but not by more than 10% of the total value of the agreement, or $50,485.32. 3. As part of the purchase of the Cisco EA software from Logical is Inc, the city is required to agree to the Cisco Enterprise Agreement 3.0 Terms and Conditions as executed per Attachment B. PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 3rd day of December, 2024, by the following vote, to wit: AYES: NAYS: ABSTAIN: ABSENT: BLACKBURN, BHAT-PATEL, ACOSTA, BURKHOLDER, LUNA. NONE. NONE. NONE. ~~ KEITH BLACKBURN, Mayor SHERRY FREISINGER, City Clerk (SEAL) City of Carlsbad - DNA EA  Quotation # 2024-196492v1  Prepared By Logicalis for: City of Carlsbad To the attention of : City of Carlsbad 1635 Faraday AvenueCarlsbad, CA 92008 October 23, 2024  Attachment A Dec. 3, 2024 Item #6 Page 6 of 19 99 LOGICALIS Architects of Change Pricing Summary The following is a price summary of Logicalis’ proposed solution.   Price Summary                      Amount   Software     $504,853.20   City of Carlsbad  October 23, 2024   Page 2   Logicalis, Inc. Quotation # 2024-196492v1  Dec. 3, 2024 Item #6 Page 7 of 19 99 LOGICALIS Architects of Change City of Carlsbad - DNA EA  Quotation # 2024-196492v1     Customer Name & Address   Logicalis Account Executive   City of Carlsbad    1635 Faraday Avenue      Carlsbad, CA 92008    Jesse Zepeda Corona, CA 90602  +1 9513932313  jesse.zepeda@us.logicalis.com   Bill To Address   Ship to Address   City of Carlsbad  1635 Faraday Avenue  Carlsbad, CA 92008   City of Carlsbad  1635 Faraday Avenue  Carlsbad, CA 92008   This Quotation adheres to the pricing requirements of the NASPO ValuePoint Master Agreement #AR3227, Cisco Participating Addendum CA #7-20-70-47-01 contract. Item   Qty   Part Number   Description   Term(Months)  InvoicingFrequency  RecurringCharge  Extended Price   Products Annuity      1 1  EA3-M Cisco EA 3.0 BUNDLE Est. Start Date: 01-19-2025 Est. End Date: 01-18-2030   60   Annual $0.00   $0.00   2  1  E3-N-DNAS-W Cisco DNA Spaces for Wireless Est. Start Date: 01-19-2025 Est. End Date: 01-18-2030   60   Annual $0.00   $0.00   3  181  E3N-SPACES-ACT Cisco Spaces ACT software subscription for Wireless Est. Start Date: 01-19-2025 Est. End Date: 01-18-2030   60   Annual $16,724.40   $83,622.00   4  1  E3N-DNAS-S Support for EA DNA Wireless Est. Start Date: 01-19-2025 Est. End Date: 01-18-2030   60   Annual $0.00   $0.00   5  1  E3-N-AS Cisco DNA Switching Est. Start Date: 01-19-2025 Est. End Date: 01-18-2030   60   Annual $0.00 $0.00  6  4   E3N-C95004-A C9500 CISCO DNA EA Advantage 32QC Est. Start Date: 01-19-2025 Est. End Date: 01-18-2030   60   Annual  $9,527.04 $47,635.20  City of Carlsbad  October 23, 2024   Page 3   Logicalis, Inc. Quotation # 2024-196492v1  Dec. 3, 2024 Item #6 Page 8 of 19 99 LOGICALIS Architects of Change 7 18  E3N-C93001-A C9300 24-port CISCO DNA EA Advantage Est. Start Date: 01-19-2025 Est. End Date: 01-18-2030   60   Annual  $7,121.52   $35,607.60   8 36  E3N-C93002-A C9300 48-port CISCO DNA EA Advantage Est. Start Date: 01-19-2025 Est. End Date: 01-18-2030   60   Annual  $26,697.60   $133,488.00   9  1  E3N-AS-S Support for EA DNA Switching Est. Start Date: 01-19-2025 Est. End Date: 01-18-2030   60   Annual  $0.00   $0.00   10 7  E3N-C38501-A C3850 CISCO DNA EA Advantage 24-Port Est. Start Date: 01-19-2025 Est. End Date: 01-18-2030   60   Annual $2,769.48   $13,847.40   11 19  E3N-C38502-A C3850 CISCO DNA EA Advantage 48-Port Est. Start Date: 01-19-2025 Est. End Date: 01-18-2030   60   Annual  $14,090.40   $70,452.00   12 4  E3N-C3560CX2-A C3560CX CISCO DNA EA Advantage 12-Port Est. Start Date: 01-19-2025 Est. End Date: 01-18-2030   60   Annual  $552.96   $2,764.80   13  1  E3N-C3560CX1-A C3560CX CISCO DNA EA Advantage 8-Port Est. Start Date: 01-19-2025 Est. End Date: 01-18-2030   60   Annual  $138.24   $691.20   14  4   E3N-IE5000H-A IE 5000 CISCO DNA EA Advantage Est. Start Date: 01-19-2025 Est. End Date: 01-18-2030   60   Annual $1,435.68 $7,178.40  15  1   E3-N-AIR Cisco DNA Wireless Est. Start Date: 01-19-2025 Est. End Date: 01-18-2030   60   Annual $0.00 $0.00  16 188  E3N-AIRWLAN-A Wireless CISCO DNA EA Advantage Est. Start Date: 01-19-2025 Est. End Date: 01-18-2030   60   Annual  $20,552.16   $102,760.80   17  1  E3N-AIR-S Support for EA DNA Wireless Est. Start Date: 01-19-2025 Est. End Date: 01-18-2030   60   Annual  $0.00   $0.00   City of Carlsbad  October 23, 2024   Page 4   Logicalis, Inc. Quotation # 2024-196492v1  Dec. 3, 2024 Item #6 Page 9 of 19 99 LOGICALIS Architects of Change 18 1 E3-SEC-ISE Security EA 3.0 Identity Service Engine Est. Start Date: 01-19-2025 Est. End Date: 01-18-2030 60 Annual $0.00 $0.00 19 886 E3S-ISE-ESS Security EA 3.0 ISE Essentials Subscription Est. Start Date: 01-19-2025 Est. End Date: 01-18-2030 60 Annual $850.56 $4,252.80 20  115 E3S-ISE-ADV Security EA 3.0 ISE Advantage Subscription Est. Start Date: 01-19-2025 Est. End Date: 01-18-2030 60 Annual $510.60 $2,553.00 21  1 SVS-E3S-ISE-B Basic Software Support for ISE Est. Start Date: 01-19-2025 Est. End Date: 01-18-2030 60 Annual $0.00 $0.00 Products Annuity Total $100,970.64 $504,853.20 Grand Total Products Subtotal: $504,853.20   Grand Total:  $504,853.20   City of Carlsbad  October 23, 2024   Page 5 Logicalis, Inc. Quotation # 2024-196492v1  *Note: Year 1 amount will not exceed $100,970.64. $504,853.20 is the estimated total costs if there are no changes or additions to agreement over the 5-year term. Dec. 3, 2024 Item #6 Page 10 of 19 99 LOGICALIS Architects of Change Terms and Conditions Terms Applicable to All Sales 1. In the event Customer chooses to lease the Products and/or Services from a third party leasing company, Customer remains liable for payment to Logicalis for all Products and/or Services purchased until Logicalisreceives payment from such leasing company.  2.   All items not specifically included in this document are out of scope.   3.   Prices are valid for 30 days from date of the document unless otherwise stated.   4.   The information in this document is considered proprietary and confidential to Logicalis. By acceptance ofthis Quotation, Customer agrees to maintain this confidentiality and use such information for internalpurposes only.    Terms Applicable for Product Sales 1.   The terms of the Terms and Conditions of Sale between City of Carlsbad and Logicalis, dated 10/2/2019 are incorporated herein by reference.    2.   Any variation in quantity or requested delivery may result in price changes.    3.   Prices are subject to change without notice in the event the Product's manufacturer/distributor changes the price to Logicalis.   4.    Shipping and taxes are added at time of invoice. Shipping charges are subject to handling fees for specifying carriers and same day shipments.   5.   Logicalis collaborates with the OEM/distributor to schedule delivery to Customer’s loading dock; inside delivery is available upon request and may increase the cost of delivery.   6.   To the extent this Quotation includes Cisco Cloud Services, the following link shall apply: www.cisco.com/c/en/us/about/legal/cloud-and-software/cloud-terms.html. “Cisco Cloud Services” shall mean any of the offerings described on the aforementioned link. If Customer does not issue a purchase order to Logicalis or otherwise accept a Logicalis quotation to renew such Cisco Cloud Services, or does not otherwise provide written notice of non-renewal, at least forty-five (45) days prior to the end of the then-current subscription term thereof, then the Cisco Cloud Services shall automatically renew and Customer agrees to pay Logicalis for such renewed subscription term at the rates charged by Logicalis therefor.    City of Carlsbad  October 23, 2024   Page 6   Logicalis, Inc. Quotation # 2024-196492v1  Dec. 3, 2024 Item #6 Page 11 of 19 99 LOGICALIS Architects of Change Quotation Acceptance By signing below, the undersigned accepts this offer and confirms that he/she is authorized to purchase these items on behalf of Customer. This offer may be accepted by purchase order or other acknowledgement of acceptance, including, without limitation, by signing this document. Any reference to a Customer's PurchaseOrder or P.O. number does not indicate Logicalis' acceptance of terms and conditions referenced on/attached toany such P.O.  Accepted By: City of Carlsbad   Accepted By: Logicalis, Inc.  \s1\ Signature  \s2\ Signature   \n1\ Printed Name   \n2\ Printed Name   \t1\ Title   \t2\ Title  \d1\ Date   \d2\ Date  © 2024 Logicalis, Inc. All trademarks are acknowledged. All rights reserved. City of Carlsbad  October 23, 2024   Page 7   Logicalis, Inc. Quotation # 2024-196492v1  Dec. 3, 2024 Item #6 Page 12 of 19 99 LOGICALIS Architects of Change © 202© Cisco and/or its affiliates. All rights reserved. This document is Cisco Confidential Information. February 5, 2024 1 Cisco Enterprise Agreement 3.0 Program Terms – End Users These Cisco Enterprise Agreement 3.0 Program Terms – End Users (“EA Program Terms”) are Supplemental Terms to the General Terms and apply when You Order Cisco Offers through the Cisco Enterprise Agreement 3.0 Buying Program (the “EA Program”). Capitalized terms, unless defined in this document, have the meaning in the General Terms. 1.Program Overview 1.1 EA Program. The EA Program provides You access to certain Software, Cloud Services, and Services offered as Suites and Add-Ons. 1.2 Applicable Terms. These EA Program Terms and the Buying Program Offer Descriptions govern the EA Program and supplement the End User Terms that govern Your Use of the Suites and Add-Ons purchased under the EA Program (“Purchased Suite(s)”). These EA Program Terms must be signed and will be effective the earlier of (a) You placing Your Initial EA Order with an Approved Source, or (b) the date of signature of these EA Program Terms. 2.Purchases and Adjustments 2.1 Ordering. All purchases under the EA Program will be made through Your Approved Source and all pricing will be provided by Your Approved Source. Your first Order under the EA Program must meet the minimum requirements for the EA Program (“Initial EA Order”). Following Your initial Full Commit Suite purchase in a Portfolio, You may only purchase additional Suites or Add-Ons within that Portfolio through the Approved Source that sold the initial Full Commit Suite within that Portfolio. 2.2 Subsequent Purchases. Provided there is at least 12 months remaining in the EA Term, Suites and Add-Ons purchased after Your Initial EA Order will be governed by these EA Program Terms and, by default, co- terminate with the purchases in the Initial EA Order. 2.3 Separate Purchases. The following scenarios must be covered under a new EA Program purchase subject to Cisco’s then-current Enterprise Agreement Program Terms - End Users or through a separate license purchase: (i) Suites and Add-Ons purchased with less than 12 months remaining in the EA Term, (ii) Suites and Add-Ons purchased after Your Initial EA Order which You choose not to co-terminate with the Initial EA Order, or (iii) Embedded Software delivered within the last 12 months of or after the end of the EA Term. 2.4 Payment Obligations and Growth. You will pay for any Suites and Add-Ons that You purchase, and any increases in Use. (a)True Forward. “True Forward” is Cisco’s periodic review and prospective billing process for increases in Use above Your then-current Entitlement. Cisco will conduct a True Forward review on a quarterly basis. (b)Partial Commit Suites. During the Suite Term, True Forward charges for Partial Commit Suites will be invoiced at the quarterly anniversary of the Initial EA Order. At a True Forward review, if Your Use of a Partial Commit Suite is greater than Your then-current Entitlement for the measured Purchased Suite, then (i) You will be invoiced and will pay for all charges for such increased Use for the remainder of the Suite Term, and (ii) Your Entitlement for that Purchased Suite will be adjusted on a going-forward basis to the increased Use level. (c)Full Commit Suites. During the Suite Term, True Forward charges for Full Commit Suites will be invoiced at the annual anniversary of the Initial EA Order, unless subject to any of the following (as specified in the applicable Buying Program Offer Description): Attachment B Dec. 3, 2024 Item #6 Page 13 of 19 I I I I I I I I I CISCO © 202© Cisco and/or its affiliates. All rights reserved. This document is Cisco Confidential Information. February 5, 2024 2 (1) Initial Growth Cap and Exceptional Growth. If Your Use of a Full Commit Suite at any time (i) during the first six months of the Suite Term exceeds 105% of Your initial Entitlement (“Initial Growth Cap”), or (ii) after the first six months of the Suite Term exceeds 115% of Your then- current Entitlement (“Exceptional Growth”), then Cisco has the right at the next quarterly anniversary of the Initial EA Order to (1) issue to Your Approved Source(s) a True Forward invoice for all associated charges for such increased Use over the applicable Entitlement for the remainder of the Suite Term, after accounting for any applicable Growth Allowance; and (2) adjust Your Entitlement for that Purchased Suite on a going-forward basis to the increased Use level. (2) Growth Allowance. Following the first six months of the Suite Term, You may Use up to 115% of Your initial Entitlement of a Purchased Suite (which may have already increased up to 105% during the first six months) without incurring any additional fees (“Growth Allowance”). If Your Use is greater than the Growth Allowance, Cisco will charge Your Approved Source only for the Use above the Growth Allowance threshold at the time of Your next True Forward invoice. 2.5 Value Shift. Certain Full Commit Suites are eligible for value shift, as specified in the Buying Program Offer Descriptions. (a) Intra Suite Value Shift. During a True Forward review, the residual value of any purchased but unused licenses in the applicable Purchased Suite will automatically be applied to offset fees for increased Use of other licenses within the same Suite. (b) Cross Suite Value Shift. During a True Forward review, You may apply the value of (i) purchased but unused licenses and (ii) licenses previously Used that You agree to no longer Use, to offset fees for increased Use in another eligible Full Commit Suite within the same Portfolio. To take advantage of Cross Suite Value Shift You will need to: (i) have Ordered the Full Commit Suites from the same Approved Source, at the same time, and for the same term, and (ii) provide Your Approved Source with notice 60 days prior to Your next annual True Forward review. 2.6 Price Predictability. True Forward charges will be based on either a: (i) not-to-exceed pricing for Full Commit Suites or (ii) fixed discount for applicable Partial Commit Suites or Add-Ons, in each case as provided to You by Your Approved Source. The pricing and discount terms for specific Suites and Add-Ons apply only to the Approved Source from whom You purchased such Suites and Add-Ons. 2.7 Responsibility for Affiliates. Your payment obligation will be based on the EA Commitment by You and any Affiliates that You have identified as participating in this EA Program. You remain responsible for all actions and omissions and payment of all charges incurred by You, any of Your Affiliates, or any other Authorized Users. In addition, You will provide Your Approved Source with an updated list of participating Affiliates to ensure compliance with the EA Program. 3. Term and Termination 3.1 EA Term. These EA Program Terms will remain in effect until expiration or termination of all the Suites and Add-Ons purchased in Your Initial EA Order (“EA Term”). 3.2 Termination. (a) Either party may terminate these EA Program Terms (or Use of specific Suites or Add-Ons, as applicable) if the other party materially breaches the Applicable Terms, and that party does not cure the breach within 30 days of written notice from the non-breaching party. If You materially breach the Applicable Terms (including for non-payment of undisputed fees to the Approved Source), Cisco may also suspend Your access to the EA Program (including Use of specific Suites or Add-Ons, or resources such as the Cisco EA Tool) after providing You notice and an opportunity to cure as set forth in this section. (b) Except as permitted by law or Section 3.2(a) above, these EA Program Terms and any Orders accepted under the EA Program may not be cancelled or terminated. 3.3 Consequences of Termination or Expiration of a Suite Term. Dec. 3, 2024 Item #6 Page 14 of 19 © 202© Cisco and/or its affiliates. All rights reserved. This document is Cisco Confidential Information. February 5, 2024 3 (a) Upon expiration of the Suite Term or termination pursuant to Section 3.2(a), all rights to Use the affected Suites and Add-Ons, or the Cisco EA Tool and resources available as part of the Suites and Add-Ons, will terminate. (b) If You terminate for Cisco’s uncured material breach, Cisco will provide a refund to Your Approved Source for the remaining pro rata portion of amounts prepaid to Cisco for the terminated Purchased Suites and attributable to the period after termination. (c) If Cisco terminates for Your uncured material breach, You will pay Your Approved Source all unpaid fees through the end of the then-current Suite Term for all Purchased Suites terminated. 3.4 Assignment and Transfer. Neither these EA Program Terms, nor any right or obligation herein, may be assigned or transferred by a party (including under the Cisco Software Transfer and Re-licensing Policy) without the other party’s prior written consent, which may not be unreasonably conditioned, withheld, or delayed. However, to continue providing You with the benefits of the EA Program, Cisco may assign or transfer its obligations (in whole or in part) upon written notice to You in the event of an acquisition of business assets to which these EA Program Terms relate. When validly assigned or transferred, these EA Program Terms will bind and inure to the benefit of the parties and their successors and assigns. 4. Delivery, Tax and Customs 4.1 Delivery. Cisco will make electronically delivered Software available to You and Your Affiliates in the transaction country of record and You are responsible for distributing such Software across Your organization. Software delivered on newly purchased Hardware will be made available to You and Your Affiliates at the address provided with the purchase order for the Hardware. For purchases of Hardware, You must use the EA Tool during the setup of Your Cisco Enterprise Agreement. 4.2 Embedded Software. During the Suite Term, for Purchased Suites that include Embedded Software, the value of Embedded Software may be deducted from the purchase price of the related Hardware from Cisco to Your Approved Source. If You are required to pay an importation fee, Your jurisdiction may use the value of both the Hardware and Embedded Software to calculate the importation fee and related duties. Accordingly, the importation fee on the value of the combined products may be higher than if calculated solely using the price of the Hardware. 5. Interpretation 5.1 Order of Precedence. If there is any conflict between the EA Program Terms, the Buying Program Offer Descriptions, and the End User Terms, the order of precedence is: the Buying Program Offer Descriptions, these EA Program Terms, and then the End User Terms. 5.2 Entire Agreement. These EA Program Terms, together with the applicable Buying Program Offer Descriptions and End User Terms, are the complete agreement between the parties regarding the purchase of Software, Cloud Services, and Services under the EA Program and supersedes all prior or contemporaneous communications, understandings, or agreements (whether written or oral). 6. Definitions Term Meaning Add-On An optional Software, Cloud Services, and Services offering that is available as an additional add-on purchase to an underlying Suite, as described in the Buying Program Offer Descriptions. Applicable Terms The EA Program Terms, Buying Program Offer Descriptions and End User Terms, as described in Section 1.2. Buying Program Offer Descriptions The description of EA Program features applicable to the Software, Cloud Services and Services in the EA Program available at the Offer Descriptions site. Cisco EA Tool The applicable platform, website, tool, or portal that Cisco makes available to You under the EA Program from time to time to enable You to: (i) view and manage Your Entitlement and Use of the Suites and Add-Ons; and (ii) access information about the EA Program. Cross Suite Value Shift The ability to shift value across eligible Suites as described in Section 2.5(b). EA Commitment (i) The initial Entitlement under Your Initial EA Order, (ii) additional Entitlements associated with subsequent purchases of Suites and Add-Ons, and (iii) increases in Use. Embedded Software Software that is delivered on newly purchased Hardware. Dec. 3, 2024 Item #6 Page 15 of 19 © 202© Cisco and/or its affiliates. All rights reserved. This document is Cisco Confidential Information. February 5, 2024 4 Term Meaning End User Terms As specified in the Buying Program Offer Descriptions: (i) For Cisco Software and Cloud Services, the General Terms (including applicable Offer Descriptions), or equivalent written agreement between You and Cisco for accessing and using Software and Cloud Services; and (ii) For Services, the applicable Service Descriptions. Entitlement The type, duration, and quantity of Suites and Add-Ons that You have committed to acquire, as adjusted (e.g., as a result of a True Forward). Full Commit Suite A Suite acquired on terms (including duration, price, and quantities) that fulfill the minimum requirements criteria for a ‘Full Commit Suite’, as set out in the Buying Program Offer Descriptions. Intra Suite Value Shift The ability to shift value within an eligible Suite, as described in Section 2.5(a). Partial Commit Suite A Suite acquired in addition to a corresponding Full Commit Suite, that does not meet the minimum eligibility requirements for a Full Commit Suite. Portfolio A standardized grouping of Suites and optional Add-Ons. Services Maintenance, technical assistance, or other support for the Software and Cloud Services in a Purchased Suite. Suite A defined combination of Software, Cloud Services, and Services made available under the EA Program. Suite Term With respect to each Purchased Suite, the duration of the Purchased Suite, commencing on the earliest date any Software, Cloud Services and Services in the Purchased Suite is available for Your Use. Use To download, install, activate, provision, enable, or otherwise access or have available Suites and Add-Ons under the EA Program. You or Your The individual or legal entity purchasing the Software, Cloud Services, and Services under the EA Program. Dec. 3, 2024 Item #6 Page 16 of 19 Controlled Doc. # EDCS-23300076 Ver: 1.0 Last Modified: Fri Jun 24 10:46:03 PDT 2022 CISCO CONFIDENTIAL INFORMATION, Enterprise Agreement 3.0 Program Terms for End Users.docx 1 Terms and Conditions Acceptance I have read the terms and conditions above and understand that if an order is placed, these terms and conditions will apply to the purchased suites. End User Acceptance End User Authorized Representative Name Authorized Representative Title Date Signature CITY OF CARLSBAD Maria Callander IT Director Dec. 3, 2024 Item #6 Page 17 of 19 Exhibit 2 Information Technology Department 1635 Faraday Ave ï Carlsbad, CA 92008 ï 442-339-2450 t Memorandum Nov 8, 2024 To: Roxanne Muhlmeister, Assistant Finance Director/Purchasing Officer From: Michael Pugliese, IT Operations Manager Via: Maria Callander, IT Director Re: Request for approval for the cooperative use of the NASPO ValuePoint agreement with Logicalis, Inc. The IT Department would like to cooperatively use the NASPO ValuePoint Data Communications Products and Services Master Agreement #AR3227 and Cisco Participating Addendum State of California CA #7-20-70-47-01 contract with Logicalis, Inc to provide for the purchase of the Cisco Enterprise Agreement for software usage ending Feb 2, 2030. This request is in the best interest of the City of Carlsbad as the city has standardized on Cisco networking hardware and Logicalis is an approved authorized reseller with Cisco. Additionally, Logicalis has worked with the city on other past projects which provides them with the unique understanding of the city’s systems and goals. Cisco maintains contracts with customers through preferred resellers and having a consolidated contract ensures the most effective support for city systems. Logicalis is a full-service vendor that provides for the procurement of software, hardware, licenses, support, maintenance and professional services for many of the IT Department’s needs. As per 3.28.100 Cooperative purchasing. The purchasing officer shall have the authority to join with other public or quasi-public agencies in cooperative purchasing plans or programs for the purchase of goods and/or services by contract, arrangement or agreement as allowed by law and as determined by the purchasing officer to be in the city’s best interest. The purchasing officer may buy directly from a vendor at a price established by another public agency when the other agency has made their purchase in a competitive manner. (Ord. CS-002 § 2, 2008) With this approval the IT Department will seek approval from the City Council to enter into an agreement with Logicalis for five years at a cost of $100,970.64 for year 1, with annual billing starting in January 2025. It is expected that subsequent years 2 through 5 will incur higher costs depending on the amount of equipment purchased or other changes in the coming years. The Dec. 3, 2024 Item #6 Page 18 of 19 {'city of Carlsbad Muhlmeister Nov 8, 2024 Page 2 IT Department anticipates that licensing needed for net new hardware purchases will not increase the annual payment more than 10% in any given year although it’s not possible to fully know those costs at this time since those project needs are unknown at this time. The process of accounting for these cost adjustments is known as a true-up and will occur every January at the time of renewal. MP:bg Approval for Participation in Cooperative Contract: __________________________________________ __________ Roxanne Muhlmeister, Date Assistant Finance Director/Purchasing Officer CC: Maria Callander, IT Department Director Anayeli Zavala, Deputy City Attorney Brent Gerber, Senior Management Analyst Shea Sainz, Senior Contract Administrator 11/19/2024 Dec. 3, 2024 Item #6 Page 19 of 19