HomeMy WebLinkAbout2022-12-13; City Council; Resolution 2022-283RESOLUTION NO. 2022-283
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE AN
AGREEMENT WITH CDW GOVERNMENT LLC FOR MICROSOFT LICENSING
SERVICES IN AN AMOUNT NOT TO EXCEED $2,012,664.21 FOR A TERM
ENDING DEC. 31, 2025
WHEREAS, the City of Carlsbad (City) uses numerous Microsoft software products and hosted
services, and has determined that the most cost-effective way to purchase those products and services
is under the Microsoft's Enterprise Agreement Program through a reseller agreement with CDW
Government LLC (Agreement); and
WHEREAS, the City currently purchases Microsoft products, maintenance and hosted services
under a Microsoft Enterprise Enrollment Agreement with CDW Government LLC that was approved by
City Council in 2019, for a term that ends on December 31, 2022; and
WHEREAS, CDW Government LLC is an authorized Microsoft reseller, and provides products and
technology services under the County of Riverside's Cooperative Purchasing Enterprise Agreement No.
PSA-0001522, as amended (Cooperative Purchasing Enterprise Agreement); and
WHEREAS, under Carlsbad Municipal Coded 3.28.100 -Cooperative Purchasing, the Purchasing
Officer has the authority to join with other public agencies for the purchase of goods or services as
allowed by law, when it is in the best interest of the City; and
WHEREAS, the Purchasing Officer has reviewed the Cooperative Purchasing Enterprise
Agreement and determined that the purchase of Microsoft software products and hosted services
through the Cooperative Purchasing Enterprise Agreement is in the best interest of the City; and
WHEREAS, the budget to procure the products and services in the Agreement is available in the
Information Technology Department's fiscal year 2022-23 Operating Budget; and
WHEREAS, the funding for the Agreement's future years will be considered on an annual basis
in the Information Technology Department's annual budget requests; and
WHEREAS, the payments of the annual true-up are not included in the not to exceed amount
of the Agreement but will be handled on an annual basis pursuant to Carlsbad Municipal Code Chapter
3.28 -Purchasing.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
Exhibit 1
1.That the above recitations are true and correct.
2.That the Agreement with CDW Government LLC (Attachment "A"), is approved and the
City Manager, or his designee, is authorized to execute all required procurement
documents on behalf of the City of Carlsbad.
3.That the purchase of Microsoft software under the Agreement, will not exceed
$2,012,664.21 ending Dec. 31, 2025, with three annual payments of $670,888.07.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the 13th day of December, 2022, by the following vote, to wit:
AYES:
NAYS:
ABSENT:
Hall, Blackburn, Bhat-Patel, Acosta, Norby.
None.
None.
MATT HALL, Mayor r FAVIOLA MEDINA, City Clerk Services Manager
(SEAL)
~
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Previous Enrollment(s)/Agreement(s) Form
Entity Name: City of Carlsbad Contract that this form is attached to: State Local Government
For the purposes of this form, “entity” can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement.
Please provide a description of the previous Enrollment(s), Agreement(s), Purchasing Account(s),
and/or Affiliate Registration(s) being renewed or consolidated into the new contract identified above.
a.Entity may select below any previous contract(s) from which to transfer MSDN subscribers
to this new contract. Entity shall ensure that each MSDN subscriber transferred is eitherproperly licensed under the new contract or is removed.
b.Entity may select below only one previous contract from which to transfer the SoftwareAssurance (SA) Benefit contact details, i.e., benefits contact (not the SA manager) and theprogram codes, to this new contract.
c.An Open License cannot be used to transfer either the SA Benefit details or MSDN
subscribers.
d.The date of the earliest expiring Enrollment/Agreement that contains SA or Online Services
will be the effective date of the new contract (or SA coverage period for Select Plus).
e.Please insert the number of the earliest expiring Enrollment/Agreement with SA or OnlineServices in the appropriate fields of the new contract.
Enrollment/Agreement/ Purchasing Account/Affiliate Registration Description
Enrollment/Agreement/ Purchasing Account/Affiliate Registration Public Customer Number
Transfer SA Benefit Contact
Transfer MSDN Subscribers
Standard Enrollment 6935694 X X
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Attachment A
1■ Microsoft Volume Licensing
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1■ Microsoft Volume Licensing
Program Signature Form
MBNMBSA number 5-0000009317671
Agreement number 8084445
Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new.
For the purposes of this form, "Customer" can mean the signing entity, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement.
This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below.
Contract Document I Number or Code
Enterprise Enrollment (Indirect) X20-10635
Enterprise Amendment M97 (New)
Product Selection Form 1254828.007 (PSF)
By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and amendments and (2) agree to be bound by the terms of all such documents.
Printed Title City Manager
Signature Date* 2P�
Tax ID
* indicates required field
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
By: blM &.m.rtl, Deputy City Attorney
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Microsoft Affiliate
Microsoft Corporation
Signature
Printed First and Last Name
Printed Title
Signature Date (date Microsoft Affiliate countersigns)
Agreement Effective Date
(may be different than Microsoft’s signature date)
Optional 2nd Customer signature or Outsourcer signature (if applicable)
Customer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
* indicates required field
Outsourcer
Name of Entity (must be legal entity name)*
Signature*
Printed First and Last Name*
Printed Title
Signature Date*
* indicates required field
If Customer requires additional contacts or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form.
After this signature form is signed by the Customer, send it and the Contract Documents to Customer’s channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy.
Microsoft Corporation Dept. 551, Volume Licensing 6880 Sierra Center Parkway Reno, Nevada 89511 USA
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Enterprise Enrollment State and Local
Enterprise Enrollment number (Microsoft to complete) 79582708 Framework ID (if applicable)
Previous Enrollment number (Reseller to complete) 6935694
This Enrollment must be attached to a signature form to be valid.
This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature form.
This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4) the Product Terms, (5) the Online Services Terms, (6) any Supplemental Contact Information Form, Previous Agreement/Enrollment form, and other forms that may be required, and (7) any order submitted under this Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement. By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditions of the Enterprise Agreement.
All terms used but not defined are located at http://www.microsoft.com/licensing/contracts. In the event of any conflict the terms of this Agreement control.
Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates. If this Enrollment is renewed, the effective date of the renewal term will be the day after the Expiration Date of the initial term. Otherwise, the effective date will be the date this Enrollment is accepted by Microsoft. Any reference to “anniversary date” refers to the anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in effect.
Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months from the effective date of the initial term. The renewal term will expire 36 full calendar months after the effective date of the renewal term.
Terms and Conditions
1.Definitions.
Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The following definitions are used in this Enrollment:
“Additional Product” means any Product identified as such in the Product Terms and chosen by Enrolled Affiliate under this Enrollment.
“Community” means the community consisting of one or more of the following: (1) a Government, (2) an Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a Government or a qualified member of the Community, or (3) a Customer with Customer Data that is subject to Government regulations for which Customer determines and Microsoft agrees that the use of Government Community Cloud Services is appropriate to meet Customer’s regulatory requirements.
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Membership in the Community is ultimately at Microsoft’s discretion, which may vary by Government Community Cloud Service.
“Enterprise Online Service” means any Online Service designated as an Enterprise Online Service in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services, except as noted.
“Enterprise Product” means any Desktop Platform Product that Microsoft designates as an Enterprise
Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products must be licensed for all Qualified Devices and Qualified Users on an Enterprise-wide basis under this
program.
“Expiration Date” means the date upon which the Enrollment expires.
“Federal Agency” means a bureau, office, agency, department or other entity of the United States Government.
“Government” means a Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental capacity.
“Government Community Cloud Services” means Microsoft Online Services that are provisioned in Microsoft’s multi-tenant data centers for exclusive use by or for the Community and offered in accordance
with the National Institute of Standards and Technology (NIST) Special Publication 800-145. Microsoft Online Services that are Government Community Cloud Services are designated as such in the Use Rights and Product Terms.
“Industry Device” (also known as line of business device) means any device that: (1) is not useable in its
deployed configuration as a general purpose personal computing device (such as a personal computer), a multi-function server, or a commercially viable substitute for one of these systems; and (2) only employs an
industry or task-specific software program (e.g. a computer-aided design program used by an architect or a point of sale program) (“Industry Program”). The device may include features and functions derived from
Microsoft software or third-party software. If the device performs desktop functions (such as email, word processing, spreadsheets, database, network or Internet browsing, or scheduling, or personal finance),
then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program functionality; and (2) must be technically integrated with the Industry Program or employ technically
enforced policies or architecture to operate only when used with the Industry Program functionality.
“Managed Device” means any device on which any Affiliate in the Enterprise directly or indirectly controls
one or more operating system environments. Examples of Managed Devices can be found in the Product Terms.
“Qualified Device” means any device that is used by or for the benefit of Enrolled Affiliate’s Enterprise and is: (1) a personal desktop computer, portable computer, workstation, or similar device capable of running
Windows Pro locally (in a physical or virtual operating system environment), or (2) a device used to access a virtual desktop infrastructure (“VDI”). Qualified Devices do not include any device that is: (1) designated
as a server and not used as a personal computer, (2) an Industry Device, or (3) not a Managed Device. At its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is
used by or for the benefit of the Enrolled Affiliate’s Enterprise as a Qualified Device for all or a subset of Enterprise Products or Online Services the Enrolled Affiliate has selected.
“Qualified User” means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access
License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms.
“Reseller” means an entity authorized by Microsoft to resell Licenses under this program and engaged by an Enrolled Affiliate to provide pre- and post-transaction assistance related to this agreement;
“Reserved License” means for an Online Service identified as eligible for true-ups in the Product Terms, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Service
available for activation.
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"State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer’s state and located within Customer’s state’s jurisdiction and geographic boundaries.
“Tribal Entity” means a federally recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian
tribe.
“Use Rights” means, with respect to any licensing program, the use rights or terms of service for each
Product and version published for that licensing program at the Volume Licensing Site and updated from time to time. The Use Rights include the Product-Specific License Terms, the License Model terms, the Universal License Terms, the Data Protection Terms, and the Other Legal Terms. The Use Rights supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a Product.
“Volume Licensing Site” means http://www.microsoft.com/licensing/contracts or a successor site.
2.Order requirements.
a.Minimum order requirements. Enrolled Affiliate’s Enterprise must have a minimum of 250Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses forEnterprise Products or Enterprise Online Services.
(i)Enterprise commitment. Enrolled Affiliate must order enough Licenses to cover allQualified Users or Qualified Devices, depending on the License Type, with one or moreEnterprise Products or a mix of Enterprise Products and the corresponding EnterpriseOnline Services (as long as all Qualified Devices not covered by a License are only usedby users covered with a user License).
(ii)Enterprise Online Services only. If no Enterprise Product is ordered, then EnrolledAffiliate need only maintain at least 250 Subscription Licenses for Enterprise OnlineServices.
b.Additional Products. Upon satisfying the minimum order requirements above, EnrolledAffiliate may order Additional Products.
c.Use Rights for Enterprise Products. For Enterprise Products, if a new Product version hasmore restrictive use rights than the version that is current at the start of the applicable initial orrenewal term of the Enrollment, those more restrictive use rights will not apply to EnrolledAffiliate’s use of that Product during that term.
d.Country of usage. Enrolled Affiliate must specify the countries where Licenses will be usedon its initial order and on any additional orders.
e. Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the UnitedStates. Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must besubmitted to the Reseller who will transmit the order to Microsoft. The Reseller and EnrolledAffiliate determine pricing and payment terms as between them, and Microsoft will invoice theReseller based on those terms. Throughout this Agreement the term “price” refers to referenceprice. Resellers and other third parties do not have authority to bind or impose any obligationor liability on Microsoft.
f.Adding Products.
(i)Adding new Products not previously ordered. New Enterprise Products or EnterpriseOnline Services may be added at any time by contacting a Microsoft Account Manager orReseller. New Additional Products, other than Online Services, may be used if an order isplaced in the month the Product is first used. For Additional Products that are OnlineServices, an initial order for the Online Service is required prior to use.
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(ii)Adding Licenses for previously ordered Products. Additional Licenses for previouslyordered Products other than Online Services may be added at any time but must beincluded in the next true-up order. Additional Licenses for Online Services must be orderedprior to use, unless the Online Services are (1) identified as eligible for true-up in theProduct Terms or (2) included as part of other Licenses.
g.True-up requirements. Enrolled Affiliate must submit an annual true-up order that accounts
for any changes since the initial order or last order. If there are no changes, then an updatestatement must be submitted instead of a true-up order.
(i)Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine thenumber of Qualified Devices and Qualified Users (if ordering user-based Licenses) at thetime the true-up order is placed and must order additional Licenses for all Qualified Devicesand Qualified Users that are not already covered by existing Licenses, including anyEnterprise Online Services.
(ii)Additional Products. For Additional Products that have been previously ordered under
this Enrollment, Enrolled Affiliate must determine the maximum number of AdditionalProducts used since the latter of the initial order, the last true-up order, or the prior
anniversary date and submit a true-up order that accounts for any increase.
(iii)Online Services. For Online Services identified as eligible for true-up in the ProductTerms, Enrolled Affiliate may place a reservation order for the additional Licenses prior touse and payment may be deferred until the next true-up order. Microsoft will provide a
report of Reserved Licenses ordered but not yet invoiced to Enrolled Affiliate and itsReseller. Reserved Licenses will be invoiced retrospectively to the month in which they
were ordered.
(iv)Subscription License reductions. Enrolled Affiliate may reduce the quantity of
Subscription Licenses at the Enrollment anniversary date on a prospective basis ifpermitted in the Product Terms, as follows:
1)For Subscription Licenses that are part of an Enterprise-wide purchase, Licenses maybe reduced if the total quantity of Licenses and Software Assurance for an applicable
group meets or exceeds the quantity of Qualified Devices and Qualified Users (ifordering user-based Licenses) identified on the Product Selection Form, and includes
any additional Qualified Devices and Qualified Users added in any prior true-up orders.Step-up Licenses do not count towards this total count.
2)For Enterprise Online Services that are not a part of an Enterprise-wide purchase,Licenses can be reduced as long as the initial order minimum requirements are
maintained.
3)For Additional Products available as Subscription Licenses, Enrolled Affiliate may
reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate’suse of the applicable Subscription License will be cancelled.
Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true-up order Enrollment anniversary date and effective as of such date.
(v)Update statement. An update statement must be submitted instead of a true-up order if,since the initial order or last true-up order, Enrolled Affiliate’s Enterprise: (1) has not
changed the number of Qualified Devices and Qualified Users licensed with EnterpriseProducts or Enterprise Online Services; and (2) has not increased its usage of AdditionalProducts. This update statement must be signed by Enrolled Affiliate’s authorizedrepresentative.
(vi)True-up order period. The true-up order or update statement must be received byMicrosoft between 60 and 30 days prior to each Enrollment anniversary date. The third-
year true-up order or update statement is due within 30 days prior to the Expiration Date,and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate
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may submit true-up orders more often to account for increases in Product usage, but an annual true-up order or update statement must still be submitted during the annual order period.
(vii) Late true-up order. If the true-up order or update statement is not received when due,Microsoft will invoice Reseller for all Reserved Licenses not previously invoiced andSubscription License reductions cannot be reported until the following Enrollment
anniversary date (or at Enrollment renewal, as applicable).
h.Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliatemay step-up to a higher edition or suite as follows:
(i)For step-up Licenses included on an initial order, Enrolled Affiliate may order according tothe true-up process.
(ii)If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-upinitially by following the process described in the Section titled “Adding new Products notpreviously ordered,” then for additional step-up Licenses, by following the true-up order
process.
i.Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documentssubmitted with or under this Enrollment, by providing notice by email and a reasonableopportunity for Enrolled Affiliate to object to the correction. Clerical errors include minormistakes, unintentional additions and omissions. This provision does not apply to materialterms, such as the identity, quantity or price of a Product ordered.
j.Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliancewith this Enrollment as set forth in the Enterprise Agreement.
3.Pricing.
a.Price Levels. For both the initial and any renewal term Enrolled Affiliate’s Price Level for allProducts ordered under this Enrollment will be Level “D” throughout the term of the Enrollment.
b.Setting Prices. Enrolled Affiliate’s prices for each Product or Service will be established by itsReseller. Except for Online Services designated in the Product Terms as being exempt fromfixed pricing, As long as Enrolled Affiliate continues to qualify for the same price level,Microsoft’s prices for Resellers for each Product or Service ordered will be fixed throughout theapplicable initial or renewal Enrollment term. Microsoft’s prices to Resellers are reestablishedat the beginning of the renewal term.
4.Payment terms.
For the initial or renewal order, Microsoft will invoice Enrolled Affiliate’s Reseller in three equal annual installments. The first installment will be invoiced upon Microsoft’s acceptance of this Enrollment and remaining installments will be invoiced on each subsequent Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses.
5.End of Enrollment term and termination.
a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licensesfor Products it has used but has not previously submitted an order, except as otherwiseprovided in this Enrollment.
b.Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renewProducts by renewing this Enrollment for one additional 36-month term or by signing a newEnrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewalorder prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal.
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Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at renewal.
c.If Enrolled Affiliate elects not to renew.
(i)Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for anyProduct under its Enrollment, then Enrolled Affiliate will not be permitted to order SoftwareAssurance later without first acquiring a new License with Software Assurance.
(ii)Online Services eligible for an Extended Term. For Online Services identified as eligiblefor an Extended Term in the Product Terms, the following options are available at the endof the Enrollment initial or renewal term.
1)Extended Term. Licenses for Online Services will automatically expire in accordancewith the terms of the Enrollment. An extended term feature that allows Online Servicesto continue month-to-month (“Extended Term”) is available. During the ExtendedTerm, Online Services will be invoiced monthly at the then-current published price asof the Expiration Date plus a 3% administrative fee for up to one year. If EnrolledAffiliate wants an Extended Term, Enrolled Affiliate must submit a request to Microsoftat least 30 days prior to the Expiration Date.
2)Cancellation during Extended Term. At any time during the first year of theExtended Term, Enrolled Affiliate may terminate the Extended Term by submitting anotice of cancellation to Microsoft for each Online Service. Thereafter, either partymay terminate the Extended Term by providing the other with a notice of cancellation
for each Online Service. Cancellation will be effective at the end of the month following30 days after Microsoft has received or issued the notice.
(iii)Subscription Licenses and Online Services not eligible for an Extended Term. IfEnrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate asof the Expiration Date. Any associated media must be uninstalled and destroyed andEnrolled Affiliate’s Enterprise must discontinue use. Microsoft may request written
certification to verify compliance.
d.Termination for cause. Any termination for cause of this Enrollment will be subject to the
“Termination for cause” section of the Agreement. In addition, it shall be a breach of thisEnrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government
Community Cloud Services fails to meet and maintain the conditions of membership in thedefinition of Community.
e.Early termination. Any early termination of this Enrollment will be subject to the “EarlyTermination” Section of the Enterprise Agreement.
For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates anOnline Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid
in advance for the period after termination.
6.Government Community Cloud.
a.Community requirements. If Enrolled Affiliate purchases Government Community CloudServices, Enrolled Affiliate certifies that it is a member of the Community and agrees to useGovernment Community Cloud Services solely in its capacity as a member of the Communityand, for eligible Government Community Cloud Services, for the benefit of end users that aremembers of the Community. Use of Government Community Cloud Services by an entity thatis not a member of the Community or to provide services to non-Community members is strictlyprohibited and could result in termination of Enrolled Affiliate’s license(s) for GovernmentCommunity Cloud Services without notice. Enrolled Affiliate acknowledges that onlyCommunity members may use Government Community Cloud Services.
b.All terms and conditions applicable to non-Government Community Cloud Services also apply
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to their corresponding Government Community Cloud Services, except as otherwise noted in the Use Rights, Product Terms, and this Enrollment.
c.Enrolled Affiliate may not deploy or use Government Community Cloud Services andcorresponding non-Government Community Cloud Services in the same domain.
d.Use Rights for Government Community Cloud Services. For Government CommunityCloud Services, notwithstanding anything to the contrary in the Use Rights:
(i)Government Community Cloud Services will be offered only within the United States.
(ii)Additional European Terms, as set forth in the Use Rights, will not apply.
(iii)References to geographic areas in the Use Rights with respect to the location of CustomerData at rest, as set forth in the Use Rights, refer only to the United States.
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Enrollment Details
1.Enrolled Affiliate’s Enterprise.
a.Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate’sEnterprise must consist of entire offices, bureaus, agencies, departments or other entities of
Enrolled Affiliate, not partial offices, bureaus, agencies, or departments, or other partial entities.Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise
to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem theEnterprise to include the largest number of Affiliates:
Enrolled Affiliate only
Enrolled Affiliate and all Affiliates
Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliates to be includedif fewer than all Affiliates are to be included in the Enterprise):
Enrolled Affiliate and all Affiliates, with following Affiliate(s) excluded:
b.Please indicate whether the Enrolled Affiliate’s Enterprise will include all new Affiliates acquired
after the start of this Enrollment: Include future Affiliates
2.Contact information.
Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks (*) indicate required fields. By providing contact information, Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at https://www.microsoft.com/licensing/servicecenter.
a.Primary contact. This contact is the primary contact for the Enrollment from within EnrolledAffiliate’s Enterprise. This contact is also an Online Administrator for the Volume LicensingService Center and may grant online access to others. The primary contact will be the defaultcontact for all purposes unless separate contacts are identified for specific purposes
Name of entity (must be legal entity name)* City of CarlsbadContact name* First Maria Last CallanderContact email address* Maria.Callander@carlsbadca.govStreet address* 1635 Faraday Ave. .City* CarlsbadState* CAPostal code* 92008-(Please provide the zip + 4, e.g. xxxxx-xxxx)Country* United StatesPhone* 760 602-2465Tax ID
* indicates required fields
b.Notices contact and Online Administrator. This contact (1) receives the contractual notices,(2) is the Online Administrator for the Volume Licensing Service Center and may grant onlineaccess to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies,
including adding or reassigning Licenses and stepping-up prior to a true-up order.
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EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 9 of 10
Document X20-10635
Same as primary contact (default if no information is provided below, even if the box is notchecked).
Contact name* First Maria Last Callander Contact email address* Maria.Callander@carlsbadca.gov Street address* 1635 Faraday Ave. . City* Carlsbad State* CA Postal code* 92008-
(Please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* 760 602-2465 Language preference. Choose the language for notices. English
This contact is a third party (not the Enrolled Affiliate). Warning: This contact receivespersonally identifiable information of the Customer and its Affiliates.
* indicates required fields
c.Online Services Manager. This contact is authorized to manage the Online Services ordered
under the Enrollment and (for applicable Online Services) to add or reassign Licenses andstep-up prior to a true-up order.
Same as notices contact and Online Administrator (default if no information is provided below,even if box is not checked)
Contact name*: First LastContact email address*Phone*This contact is from a third party organization (not the entity). Warning: This contact receivespersonally identifiable information of the entity.* indicates required fields
d.Reseller information. Reseller contact for this Enrollment is:
Reseller company name* CDW Logistics LLC.Street address (PO boxes will not be accepted)* 200 N Milwaukee Ave.City* Vernon HillsState* ILPostal code* 60061-1577Country* United StatesContact name* Brent CameronPhone* 847.371.6090Contact email address* brencam@cdw.com
* indicates required fields
By signing below, the Reseller identified above confirms that all information provided in this
Enrollment is correct.
Signature*
Printed name* Printed title* Date*
* indicates required fields
Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the
DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39
EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 10 of 10
Document X20-10635
other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect.
e.If Enrolled Affiliate requires a separate contact for any of the following, attach the SupplementalContact Information form. Otherwise, the notices contact and Online Administrator remains
the default.
(i)Additional notices contact(ii)Software Assurance manager(iii)Subscriptions manager(iv)Customer Support Manager (CSM) contact
3.Financing elections.
Is a purchase under this Enrollment being financed through MS Financing? Yes, No.
If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiliate chooses not to finance any associated taxes, it must pay these taxes directly to Microsoft.
DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39
Date 11/15/22
Account Manager Jeff Butchko
for VSL Specialist Brent Cameron
Channel Price Sheet Month Nov.
Unless otherwise noted, All Quotes expire upon current month's end
Microsoft Part #Description Level Quantity Price Extended Price Extended Price Extended
J5U-00001 AzureMntryCmmtmntG ShrdSvr ALNG SubsVL MVL Cmmt D 1 $1,215.00 1,215.00$ 1,215.00$ 1,215.00$ 1,215.00$ 1,215.00$
AAD-34704 M365 G3 Unified FUSL GCC Sub Per User D 1250 $376.29 470,362.50$ 376.29$ 470,362.50$ 376.29$ 470,362.50$
3EB-00001 M365 F1 GCC Sub Per User D 150 $23.33 3,499.50$ 23.33$ 3,499.50$ 23.33$ 3,499.50$
269-05704 Office Professional Plus ALng SA D 200 $109.71 21,942.00$ 109.71$ 21,942.00$ 109.71$ 21,942.00$ NMH-00001 Intune Device GCC Sub Per Device D 25 $20.05 501.25$ 20.05$ 501.25$ 20.05$ 501.25$ 7VX-00001 Project P5 GCC Sub Per User D 25 $499.85 12,496.25$ 499.85$ 12,496.25$ 499.85$ 12,496.25$
359-00792 SQL CAL ALng SA Device CAL D 100 $34.14 3,414.00$ 34.14$ 3,414.00$ 34.14$ 3,414.00$
7JQ-00343 SQL Server Enterprise Core ALng SA 2L D 16 $2,247.99 35,967.84$ 2,247.99$ 35,967.84$ 2,247.99$ 35,967.84$
228-04433 SQL Server Standard ALng SA D 14 $146.77 2,054.78$ 146.77$ 2,054.78$ 146.77$ 2,054.78$
7NQ-00292 SQL Server Standard Core ALng SA 2L D 36 $586.24 21,104.64$ 586.24$ 21,104.64$ 586.24$ 21,104.64$
9EP-00208 System Center DC Core ALng SA 2L D 30 $49.09 1,472.70$ 49.09$ 1,472.70$ 49.09$ 1,472.70$
9EP-00037 System Center DC Core ALng LSA 2L D 194 $114.62 22,236.28$ 114.62$ 22,236.28$ 114.62$ 22,236.28$
9K4-00003 Visio P2 FSA GCC Sub Per User D 50 $115.91 5,795.50$ 115.91$ 5,795.50$ 115.91$ 5,795.50$
MX3-00117 Visual Studio Ent MSDN ALng SA D 2 $1,072.12 2,144.24$ 1,072.12$ 2,144.24$ 1,072.12$ 2,144.24$
KV3-00368 Win Enterprise Device ALng SA D 200 $48.72 9,744.00$ 48.72$ 9,744.00$ 48.72$ 9,744.00$
6VC-01254 Win Remote Desktop Services CAL ALng SA UCAL D 100 $23.69 2,369.00$ 23.69$ 2,369.00$ 23.69$ 2,369.00$
9EA-00278 Win Server DC Core ALng SA 2L D 164 $125.87 20,642.68$ 125.87$ 20,642.68$ 125.87$ 20,642.68$ 9EA-00039 Win Server DC Core ALng LSA 2L D 60 $293.75 17,625.00$ 293.75$ 17,625.00$ 293.75$ 17,625.00$ R39-00396 Win Server External Connector ALng SA D 5 $330.12 1,650.60$ 330.12$ 1,650.60$ 330.12$ 1,650.60$
R39-00374 Win Server External Connector ALng LSA D 13 $770.27 10,013.51$ 770.27$ 10,013.51$ 770.27$ 10,013.51$
9EM-00270 Win Server Standard Core ALng SA 2L D 240 $19.32 4,636.80$ 19.32$ 4,636.80$ 19.32$ 4,636.80$
Year 1 Total 670,888.07$ Year 2 Total 670,888.07$ Year 3 Total 670,888.07$
Three Year Total 2,012,664.21$
No Tax Referenced
Riverside Contract: PSA-0001522
Current Enrollment#6935694
Agreement End Date: 12/31/2022
**Priced using current price list, but 10% price increase was announced for all customer renewing Jan 1
or later. If paperwork is signed and submitted before 12/31/2022 Pricing on quote will hold**
Terms and Conditions of sales and services projects are governed by the terms at:
http://www.cdwg.com/content/terms-conditions/product-sales.aspx
Terms & Conditions
Year 3Year 1 Year 2
Notes
EA Renewal Quote
Customer to make three annual payments to CDW•G
CDW Government, LLC
Microsoft Enterprise 6.6 Agreement Pricing
Enterprise Quote
City of Carlsbad (99716E16)
Attachment "A"DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39
Enterprise Enrollment Product Selection Form Microsoft | Volume Licensing
Language:
Qualified Devices Qualified Users Device / User Ratio
1,250 1,250 1.0
200 200 1.0
1,450 1,450
-
-
1,250
-
-
-
Office Professional Plus
Windows Enterprise OS Upgrade
M365 G3 GCC USL Unified
200
200
-
Windows Desktop
Microsoft 365 Enterprise
1254828.007
Proposal ID
Enrolled Affiliate’s Enterprise Products and Enterprise Online Services summary for the initial order:
CAL Licensing
Model
Public Use QuantityProducts
User Licenses
English (United States)
Enterprise Product Platform
-Public Use Device Licenses
-
Profile
Enterprise
Total
Unless otherwise indicated in the associated contract documents, the price level for each Product offering / pool is set as described above, based upon the quantity to price level mapping below:
Notes
Enterprise Products Office Professional Plus + M365 Apps
for Enterprise + Office 365 (Plans E3
and E5) + Microsoft 365 Enterprise
Client Access License + Office 365
(Plans E1, E3 and E5) + Microsoft
365 Enterprise
Client Access License +
Windows Intune + EMS USL +
Microsoft 365 Enterprise
Win E3 + Win E5
+ Win VDA +
Microsoft 365
Enterprise
Office Professional Plus
Quantity of Licenses and Software Assurance Price Level
2,399 and below A
2,400 to 5,999 B
4
Additional Product Server Pool: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Group 2 or 3.D
Additional Product Systems Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 4.D
Enterprise Products and Enterprise Online Services USLs: Unless otherwise indicated in associated contract documents, Price level set using the highest quantity from Groups
1 through 4.D
Additional Product Application Pool: Unless otherwise indicated in associated contract documents, Price level set using quantity from Group 1.
Enrollment Number
1250
D
Enrolled Affiliate’s Price Level:
Product Offering / Pool Price Level
1450Quantity14501250
Enterprise Quantity
Enrolled Affiliate’s Product Quantities:
Price Group 1 2 3
EA-EASProdSelForm(WW)(ENG)
Page 1 of 2
MS Quote
DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39
I I I
I I I
I I I
I I I
Enterprise Enrollment Product Selection Form Microsoft | Volume Licensing
Note 2: Enrolled Affiliate acknowledges that in order to use a third party to reimage the Windows Operating System Upgrade,Enrolled Affiliate must certify that it has acquired qualifying operating
system licenses. The requirement applies to Windows Enterprise OS Upgrade.See Product Terms for details.
Note 3: If Enrolled Affiliate does not order an Enterprise Product or Enterprise Online Service associated with an applicable Product pool, the price level for Additional Products in the same pool will be
price level “A” throughout the term of the Enrollment. Refer to the Qualifying Government Entity Addendum pricing provision for more details on price leveling.
Note 1: Enterprise Online Services may not be available in all locations. Please see the Product List for a list of locations where these may be purchased.
6,000 to 14,999 C
15,000 and above D
EA-EASProdSelForm(WW)(ENG)
Page 2 of 2
MS Quote
DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39
AmendmentApp v4.0 M97 B
Page 1 of 2
Amendment to Contract Documents
Agreement Number 5-0000009317671
This amendment (“Amendment”) is entered into between the parties identified on the attached program
signature form. It amends the Enrollment or Agreement identified above. All terms used but not defined
in this Amendment will have the same meanings provided in that Enrollment or Agreement.
Enterprise Enrollment (Indirect)
Invoice for Quoted Price
Amendment ID M97
The price quoted to Enrolled Affiliate’s Reseller is a fixed price based on an estimated order submission
date. Microsoft will invoice Enrolled Affiliate’s Reseller based on this fixed price quote. If this order is
submitted later than the estimated order submission date, Enrolled Affiliate’s Reseller will be charged
for net new Monthly Subscriptions (including Online Services) for the period during which these services
were not provided. Pricing to Enrolled Affiliate is agreed between Enrolled Affiliate and Enrolled
Affiliate’s Reseller.
SKU Number SKU Description Existing Quantity Incremental
quantities
AAD-34704 M365 G3 Unified FUSL
GCC Sub Per User 1250
9K4-00003 Visio P2 FSA GCC Sub
Per User 50
NMH-00001 Intune Device GCC Sub
Per Device
25
3EB-00001 M365 F1 GCC Sub Per
User
150
7VX-00001 Project P5 GCC Sub Per
User
25
NYH-00001 Teams AC with Dial Out
US/CA GCC Sub Add-on
1400
Except for changes made by this Amendment, the Enrollment or Agreement identified above remains
unchanged and in full force and effect. If there is any conflict between any provision in this Amendment
and any provision in the Enrollment or Agreement identified above, this Amendment shall control.
This Amendment must be attached to a signature form to be valid.
DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39
I I Microsoft Volume Licensing
~ '•./, '\:_: .,
7' ~-\i \ ~• .,l I
,,._,,
J
---;;;.~> c••
AmendmentApp v4.0 M97 B
Page 2 of 2
Microsoft Internal Use Only:
(M97)EnrAmend(Ind)(InvoiceforQuotedPrice)(
WW)(ENG)(Oct2020)(IU).docx
M97 B
DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39
DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39
SUBMITTAL TO THE BOARD OF SUPERVISORS
COUNTY OF RIVERSIDE, STATE OF CALIFORNIA
ITEM: 3.16
MT: (ID# 11118)
MEETING DATE:
FROM: RIVERSIDE COUNTY INFORMATION TECHNOLOGY: Tuesday, October 22, 2019
SUBJECT: RIVERSIDE COUNTY INFORMATION TECHNOLOGY (RCIT): Approve the
Licensing Solution Provider Agreements with the Licensing Solutiori>:Providers
(LSP) from November 1, 2019. throu.gh October 31, 202L<to Enroll Other
Governmental Agencies in Microsoft Enterprise Agreemept #8084445,. All
Districts. [RCIT ISF Contract Revenue]· · ·
RECOMMENDED MOTION: That the Board of Supervisors:
1. Approve the Licensing Solution Provider Agreements with the ten (10) Licensing
Solution Providers (LSP) listed in the background summary from November 1, 2019
. through October 31, 2021, to provide contr~c:t management and licen~~ s.upport services
for the County 'and its enrolled affiliates for: licenses and technical · support" services
purchased under the County's Microsoft Enterprise Pt~reement #8084445, and authorize
· the Chairman ofthe Board to execute the Agreements on behalf of the County; and
2. Authorize the Purchasing Agent, in accordance with Ordinance No. 459, based on the
availability of fiscal funding and as approved by County Counsel to: sign amendments
that exercise the options of the Agreement, including modifications of the services and
rates that stay within the intent of the Agreement.
AQ)'.iQN:Policy
MINUTES OF THE BOARD OF SUPERVISORS
On motion of Supervisor Perez, seconded by Supervisor Spiegel and duly carried by
unanimous vote, IT WAS ORDERED that the above matter is approved as recommended.
Ayes::.··•,·······
Nays:
Absent:
Date:
xc:
Page 1 of 4
Jeffries, Spiegel, Washington, Perez and Hewitt
None
None
October 22, 2019
RCIT
10# 11118
Kecia R. Harper
Cl r e13oara
B · f-1.?...PHl!!l..-~
3.16
DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39
SUBMITTAL TO THE BOARD OF SUPERVISORS COUNTY OF RIVERSIDE,
STATE OF CALIFORNIA
SOURCE OF FUNDS: Revenue (0.5% of all enrollments)
C.E.O. RECOMMENDATION: Approve
BACKGROUND:
Summary
Budget Adjustment: No
For Fiscal Year: 19/20-21/22
0
The County of Riverside is entering into a new Microsoft Enterprise Agreement No. 8084445
(the "Master Agreement") for the purchase of software licenses, software maintenance, cloud
services, and professional services. Under this Master Agreement Riverside County, along with
its enrolled affiliates, will have the ability to enter into one or more enrollments for Microsoft
products and/or services. Common desktop products that are purchased include but are not
limited to Microsoft Windows, Microsoft Office, Microsoft Visio, and Microsoft Project. Common
enterprise products include but are not limited to Microsoft Windows Server, Microsoft SQL
Server, and Microsoft System Center. Common cloud subscription services include but are not
limited to Microsoft Office 365, Microsoft lntune, and Microsoft Azure. Due to the accelerated
evolution and demands for technology, the Public Sector has started sharing the risk with
companies like Microsoft to build and maintain systems which ease the burden of delivering
enterprise class services through Cloud, Software as a Service (SAAS), and Infrastructure as a
Service (IAAS) products and services.
Enterprise class security and regulatory compliance creates a catalyst for a new kind of
relationship with Technology Partners like Microsoft.
This Licensing Solution Provider Agreement (the "Agreement") is intended to be available and
leveraged by government agencies throughout the State of California (the "Enrolled Affiliates").
The Licensing Solution Providers are: 1) CDW Government LLC, 2) Crayon Software Experts
LLC, 3) Dell Marketing LP, 4) GovConnection Inc., 5) Insight Public Sector Inc., 6) PCMG Inc.,
7) SHI International Corp., 8) SoftChoice Corporation, 9) SoftwareOne Inc., and 10) Zones LLC.
An agreement of this nature allows agencies to lock in pricing for the length of their enrollment,
amortize the cost of new licenses and support across multiple years, provide unlimited access
to all Microsoft software, and allow flexibility to raise and lower commitments on hosted
services. Like the County of Riverside, other government entities have been challenged with
keeping software current while minimizing the associated costs. The Microsoft Enterprise
Agreement's Software Assurance Benefits allows for licensing rights to the most current
released version to be utilized at no additional cost which mitigates the risk of potential cost
increases of Microsoft products over the next two years.
Page 2 of 4 ID# 11118 3.16
DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39
SUBMITTAL TO THE BOARD OF SUPERVISORS COUNTY OF RIVERSIDE,
STATE OF CALIFORNIA
There are currently over 900 government agencies that utilize the existing County of Riverside
Microsoft Master Agreement. The County of Riverside has made significant strides toward
setting standards on enterprise software and licensing agreements with an emphasis on
consolidated agreements. These standards and volume pricing are shared with other
government entities across the State of California as more government agencies are finding the
benefits of entering into a Microsoft Enterprise Agreement.
Impact on Residents and Businesses
There is no negative impact on citizens and businesses. The master agreement provides
maximum discounts as a result of cooperative efforts with various governmental agencies in the
State of California.
Additional Fiscal Information
The Licensing Solution Provider (LSP) will be charged .5% of the annual enrollment amount
per each Enrolled Affiliate to leverage the Riverside County Master Microsoft Agreement
No. 8084445, Select Plus Agreement No. 7756479, Microsoft Premier, Unified, and MCS
Support services. This will be an annual fee, per enrollment inclusive of Affiliates Shadow
Enrollments. Example: A three-year aggregated agreement with a contract amount of
$300K, divisible by three years will result in an LSP Participation Fee of $500 annually
(100K*.5%). RCIT will invoice the Awarded LSP annually based on the enrollments verified
from the "Reporting of Active Enrollments" list submitted by December 15th of each year.
Payment is due to Riverside County Information Technology thirty (30) days from invoice
date. These costs are not to be pushed to the customers and should be absorbed by the
LSP as directed in Licensing Solution Provider Agreement and RFQ #RIVC0-2020-RFQ-
0000048.
Contract History and Price Reasonableness
The Purchasing Department on behalf of the departments issued a bid, Request for Quote
(RFQ) #RIVCO-2020-RFQ-0000048, for County-wide Microsoft licenses, product and services
available on Microsoft Enterprise Agreement #8084445 through an authorized Licensing
Solution Provider (LSP). The RFQ was viewed by forty-seven (47) companies and the County
received bids from ten (10) LSP's with ten (10) responsive bids. The bid responses were based
on a percentage mark-up or mark-down from the Government level pricing established by
Microsoft and provided to all LSP's. The bid ranges were from -0.56% markdown to a 3.50%
mark-up.
ATTACHMENTS:
1. CDWG LSP Agreement
2. Crayon LSP Agreement
3. Dell LSP Agreement
4. GovConnect LSP Agreement
5. Insight LSP Agreement
Page 3 of 4 ID# 11118 3.16
DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39
SUBMITTAL TO THE BOARD OF SUPERVISORS COUNTY OF RIVERSIDE,
STATE OF CALIFORNIA
6. PCMG LSP Agreement
7. SHI LSP Agreement
8. SoftChoice LSP Agreement
9. SoftwareOne LSP Agreement
10. Zones LSP Agreement
10/1 /2019
Page 4 of 4 ID# 11118 3.16
DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39
Licensing Solution Provider Agreement Number PSA-0001522
This Licensing Solution Provider Agreement is made and entered into this 22nd day of October 2019, by and
between CDW Government LLC, an Illinois limited liability company ("CONTRACTOR"), and the COUNTY
OF RIVERSIDE, a political subdivision of the State of California, ("COUNTY").
WHEREAS, COUNTY and Microsoft Corporation ("Microsoft") have entered into that certain Microsoft
Enterprise Agreement (Master Agreement No. 8084445; the "Master Agreement"), effective August 23, 2019,
under which COUNTY has the ability to enter into one or more enrollments to order certain Microsoft product
licenses;
WHEREAS, CONTRACTOR desires to provide support to COUNTY and its Enrolled Affiliates (as
defined in the Master Agreement) for said licenses under this Agreement and hereby represents that it has the
skills, experience, and knowledge necessary to perform under this Agreement; and
WHEREAS, COUNTY desires to accept CONTRACTOR's services under this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties agree as follows:
1. This Agreement covers all enrollments for all products licensed under the Master Agreement. All terms
and conditions of the Master Agreement, attached as Exhibit E of this Agreement and incorporated by
reference, shall apply to the purchase of related products and services.
2. This Agreement is available for use by all government entities within the State of California ( an "Enrolled
Affiliate") for the duration of the Term (defined below in section 4). Enrollment documents will contain
the terms and conditions specific to each entity.
3. CONTRACTOR agrees to extend the same pricing, terms, and conditions as stated in this agreement to
each and every government entity in the State of California. Terms and conditions are governed by this
Agreement, the Master Agreement, and the applicable enrollment documents for each entity. Entities shall
make purchases in their own name, make direct payment to CONTRACTOR, and be liable directly to
CONTRACTOR for all obligations.
3.1 COUNTY shall in no way be responsible to CONTRACTOR for Enrolled Affiliates' purchases
and obligations. COUNTY shall in no way be responsible to other entities for their purchases or
any acts or omissions of CONTRACTOR, including but not limited to product selection or
implementation, services or other related matters.
3.2 CONTRACTOR shall notify Enrolled Affiliate in writing of the terms and conditions stated in
Section 11.
4. This Agreement shall be effective from November 1, 2019 through October 31, 2021, unless terminated
earlier (the "Term").
5. Hold Harmless/Indemnification:
5.1 CONTRACTOR shall indemnify and hold harmless the County of Riverside, its Agencies,
Districts, Special Districts and Departments, their respective directors, officers, Board of
Supervisors, elected and appointed officials, employees, agents and representatives (individually
and collectively hereinafter referred to as Indemnitees) from any liability, action, claim or damage
whatsoever, based or asserted upon any services, or acts or omissions, of CONTRACTOR, its
Page 1 of 11
OCT 2 2 2019 ?). l L(
DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39
Licensing Solution Provider Agreement Number PSA-0001522
officers, employees, subcontractors, agents or representatives arising out of or in any way relating
to this Agreement, including but not limited to property damage, bodily injury, or death or any
other element of any kind or nature. CONTRACTOR shall defend the Indemnitees at its sole
expense including all costs and fees (including, but not limited, to attorney fees, cost of
investigation, defense and settlements or awards) in any claim or action based upon such acts,
omissions or services.
5.2 With respect to any action or claim subject to indemnification herein by CONTRACTOR,
CONTRACTOR shall, at their sole cost, have the right to use counsel of their own choice and shall
have the right to adjust, settle, or compromise any such action or claim without the prior consent
of COUNTY; provided, however, that any such adjustment, settlement or compromise in no
manner whatsoever limits or circumscribes CONTRACTOR indemnification to Indemnitees as set
forth herein.
5.3 CONTRACTOR'S obligation hereunder shall be satisfied when CONTRACTOR has provided to
COUNTY the appropriate form of dismissal relieving COUNTY from any liability for the action
or claim involved.
6. Contractor Responsibilities: CONTRACTOR will offer the following services to each Enrolled Affiliate
at no additional charge. It is the responsibility of the Enrolled Affiliate to determine which products and/or
services, if any, meet their needs and communicate that to the CONTRACTOR.
6.1 Provide reports showing year to date annual spend according to Enrolled Affiliate' s specifications.
Frequency will be determined by each Enrolled Affiliate (monthly, quarterly, etc.).
6.2 Provide a short synopsis of why an amendment is needed and the ramification of each amendment
to an enrollment at the time of such amendment.
6.3 Provide an updated price list on an annual basis or when requested by Enrolled Affiliate.
7. CONTRACTOR's Microsoft Enterprise Agreement license subscription price attached hereto as Exhibit
A and service rates attached hereto as Exhibit B.
8. CONTRACTOR's Microsoft Enterprise Agreement Participation Form attached hereto as Exhibit C and
incorporated herein by reference.
9. Usage Reporting: CONTRACTOR will provide to COUNTY the Licensed Support Provider (LSP)
Reporting of Active Enrollments to Master Microsoft Enterprise Agreement No. 8084445, Select Plus
Agreement No. 7756479, Microsoft Premier, Unified, and MCS Support services, showing a list of
enrollments by February 15th of each year. Forms shall be submitted electronically to
MasterMicrosoftAdmin@rivco.org. A copy of the form is attached hereto as Exhibit D and incorporated
herein by reference.
10. Administrative fees: CONTRACTOR will be charged .5% of the annual enrollment amount to leverage
the Riverside County Master Microsoft Agreement No. 8084445, Select Plus Agreement No. 7756479,
Microsoft Premier, Unified, and MCS Support services. This will be an annual fee, per enrollment
inclusive of Affiliates Shadow Enrollments. Example: A three-year aggregated agreement with a contract
amount of $300K, divisible by three years will result in an LSP Participation Fee of $500 annually
(IO0K*.5%). RCIT will invoice the Awarded LSP annually based on the enrollments verified from the
Page 2 of 11
DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39
Licensing Solution Provider Agreement Number PSA-0001522
"Reporting of Active Enrollments" list submitted by December 15th of each year. Payment is due to
Riverside County Information Technology thirty (30) days from invoice date.
10.1 Riverside County Information Technology (RCIT) will invoice the CONTRACTOR annually
based on the enrollments verified. Payment is due to RCIT within thirty (30) days of invoice date.
The COUNTY will not accept credit as a form of payment.
10.2 Failure to meet the administrative fee requirements herein and submit fees on a timely basis may
constitute grounds for immediate termination of this Agreement.
11. Contract Management: The contacts for this Agreement for COUNTY shall be both RCIT and Purchasing
as listed below.
COUNTY Primary Contact:
Jim Smith
3450 14th Street
Riverside, CA 92501
CONTRACTOR contact:
Sherri McLean
120 S. Riverside Plaza, 7th Floor
Chicago, IL 60606
COUNTY Secondary Contact:
Rick Hai
2980 Washington Street
Riverside, CA 92504
11.1 Should Contract Management contact information change, the CONTRACTOR shall provide
written notice with the updated information to the COUNTY no later than 10 business days after
the change.
12. Termination:
12.1 COUNTY may terminate this Agreement without cause upon thirty (30) days written notice served
upon the CONTRACTOR stating the extent and effective date of termination.
12.2 COUNTY may, upon five (5) days written notice terminate this Agreement for CONTRACTOR's
default, if CONTRACTOR refuses or fails to comply with the terms of this Agreement or fails to
make progress that may endanger performance and does not immediately cure such failure. In the
event of such termination, the COUNTY may proceed with the work in any manner deemed proper
by COUNTY.
12.3 CONTRACTOR's rights under this Agreement shall terminate (except for fees accrued prior to
the date of termination) upon dishonesty or a willful or material breach of this Agreement by
CONTRACTOR; or in the event of CONTRACTOR's unwillingness or inability for any reason
whatsoever to perform the terms of this Agreement.
13. Conduct of Contractor:
13 .1 The CONTRACTOR covenants that it presently has no interest, including, but not limited to, other
projects or contracts, and shall not acquire any such interest, direct or indirect, which would
conflict in any manner or degree with CONTRACTOR' s performance under this Agreement. The
CONTRACTOR further covenants that no person or subcontractor having any such interest shall
be employed or retained by CONTRACTOR under this Agreement. The CONTRACTOR agrees
Page 3 of 11
DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39
Licensing Solution Provider Agreement Number PSA-0001522
to inform the COUNTY of all the CONTRACTOR's interests, if any, which are or may be
perceived as incompatible with the COUNTY's interests.
13.2 The CONTRACTOR shall not, under circumstances which could be interpreted as an attempt to
influence the recipient in the conduct of his/her duties, accept any gratuity or special favor from
individuals or firms with whom the CONTRACTOR is doing business or proposing to do business,
in accomplishing the work under this Agreement.
13.3 The CONTRACTOR or its employees shall not offer gifts, gratuity, favors, and entertainment
directly or indirectly to COUNTY employees.
13.4 CONTRACTOR shall establish adequate procedures for self-monitoring and quality control and
assurance to ensure proper performance under this Agreement; and shall permit a COUNTY
representative or other regulatory official to monitor, assess, or evaluate CONTRACTOR's
performance under this Agreement at any time, upon reasonable notice to the CONTRACTOR.
14. Independent Contractor/Employment Eligibility/Non-Discrimination:
14.1 The CONTRACTOR is, for purposes relating to this Agreement, an independent contractor and
shall not be deemed an employee of the COUNTY. It is expressly understood and agreed that the
CONTRACTOR (including its employees, agents, and subcontractors) shall in no event be entitled
to any benefits to which COUNTY employees are entitled, including but not limited to overtime,
any retirement benefits, worker's compensation benefits, and injury leave or other leave benefits.
There shall be no employer-employee relationship between the parties; and CONTRACTOR shall
hold COUNTY harmless from any and all claims that may be made against COUNTY based upon
any contention by a third party that an employer-employee relationship exists by reason of this
Agreement. It is further understood and agreed by the parties that CONTRACTOR in the
performance of this Agreement is subject to the control or direction of COUNTY merely as to the
results to be accomplished and not as to the means and methods for accomplishing the results.
14.2 CONTRACTOR warrants that it shall make its best effort to fully comply with all federal and state
statutes and regulations regarding the employment of aliens and others and to ensure that
employees performing work under this Agreement meet the citizenship or alien status requirement
set forth in federal statutes and regulations. CONTRACTOR shall obtain, from all employees
performing work hereunder, all verification and other documentation of employment eligibility
status required by federal or state statutes and regulations including, but not limited to, the
Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist and
as they may be hereafter amended. CONTRACTOR shall retain all such documentation for all
covered employees, for the period prescribed by the law.
14.3 CONTRACTOR shall not discriminate in the provision of services, allocation of benefits,
accommodation in facilities, or employment of personnel on the basis of ethnic group
identification, race, religious creed, color, national origin, ancestry, physical handicap, medical
condition, marital status or sex in the performance of this Agreement; and, to the extent they shall
be found to be applicable hereto, shall comply with the provisions of the California Fair
Employment and Housing Act (Gov. Code 12900 et. seq), the Federal Civil Rights Act of 1964
Page 4 of 11
DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39
Licensing Solution Provider Agreement Number PSA-0001522
(P.L. 88-352), the Americans with Disabilities Act of 1990 (42 U.S.C. S1210 et seq.) and all other
applicable laws or regulations.
15. Entire Agreement: This Agreement, including any attachments or exhibits, constitutes the entire
agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous
representations, proposals, discussions and communications, whether oral or in writing. This Agreement
may be changed or modified only by a written amendment signed by authorized representatives of both
parties.
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this
Agreement.
COUNTY OF RIVERSIDE, a political
subdivision of the State of California
Kevin Jeffries, Chairman
Board of Supervisors
Dated: OCT 2 2 2019 -------------
ATTEST:
Kecia Harper
Clerk of the Board By~x•
Deputy
APPROVED AS TO FORM:
Gregory P. Priamos
County Counsel
By: M -~
~anna Oh, Deputy County Counsel
::~:lL7eC~red liabilicy
Dario J. Bertocchi
Director Program Sales
Dated: -~/O~lj_s_._l_i_o_J 9!...----
Page 5 of 11
OCT 2 2 2019
DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39
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8
Licensing Solution Provider Agreement Number PSA-0001522
Exhibit A
Microsoft Enterprise license subscription and services
Description Price Level
Enterprise Online Services** (including Full USLs, From SA USLs,
Add-ons and Step Ups) M365 E3 and E5, Enterprise Mobility+ Level D
Security E3 and E5, Office 365 Enterprise El or E3, Windows 10 Minus2%
Enterprise E3 or E5.
Enterprise Products Office 365 Pro Plus, Windows 10 Enterprise, Level D Core CAL Suite, Enterprise CAL Suite.
Additional Products M365 Fl, M365 E5 Compliance, M365 E5
Security, Office 365 Enterprise Fl, Project Online, Visio Online Plan Level D
1 or Plan 2, Dynamics 365, Azure, SOL Server, Windows Server, etc.
Server and Tools Product (applies to Server and Cloud Enrollments
only) SharePoint Server, SQL Server, BizTalk Server, Visual Studio, Level D
Core Infrastructure Suites, etc.
All products for Select Plus Agreement No.7756479.
Microsoft Premier Support
Microsoft Unified Support Services
Microsoft Consulting Services
Page 6 of 11
Markup%
1.25
1.25
1.25
1.25
2.00
1.50
1.50
1.50
DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39
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2
3
4
5
6
7
8
9
10
11
12
1
2
3
4
5
6
7
8
I
2
3
4
5
6
7
8
9
IO
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Licensing Solution Provider Agreement Number PSA-0001522
ExhibitB
License Support Provider (LSP) service rates
Certified
Description Competency
(Yes/No)
Data and Artificial Intelligent
Build Intelligent Aoos Yes
Build Intelligent Agents Yes
Machine Learning No
Internet of Things Yes
Globally distributed data Yes
OSS Databases Yes
Cloud Scale Analvtics Yes
Data Platform Modernization to Azure Yes
Windows Server on Azure Yes
Security & Management Yes
Datacenter MiQfation Yes
Modern Business Intelligence Yes
Biz Anus
Customer Service No
Field Service No
Marketing No
Talent No
Finance and Operations No
Business Central No
Power Anos Yes
Power BI Yes
Anus and Infrastructure
Azure Stack Yes
Hiizh Performance Compute Yes
Cloud Native Aoos using Serverless Yes
Modernize Apps No
SAP on Azure Yes
Linux on Azure Yes
Dev Ops Yes
Business Continuity & Disaster Recovery Yes
Windows Server on Azure Yes
Security & Management Yes
Datacenter Migration Yes
Page 7 of 11
Hourly Rate
$200
$200
$0
$200
$200
$200
$200
$200
$200
$200
$200
$200
$0
$0
$0
$0
$0
$0
$200
$200
$200
$200
$200
$0
$200
$200
$200
$200
$200
$200
$200
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7a
7b
7c
7d
Licensing Solution Provider Agreement Number PSA-0001522
Exhibit B (cont.)
License Support Provider (LSP) service rates
Certified
Description Competency
(Yes/No)
Modern Workolace
User Adoption & Change Management Yes
Security Yes
GDPR & Compliance Yes
Teamwork Yes
Calling & Meetings Yes
Modem Desktop Yes
Office 365 Migration Assistance Yes
Mail Yes
Teams Yes
SharePoint Yes
OneDrive Yes
Page 8 of 11
Hourly Rate
$200
$200
$200
$200
$200
$200
$200
$200
$200
$200
$200
DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39
Licensing Solution Provider Agreement Number PSA-0001522
Exhibit C
Microsoft LSP Participation Form
DAVE ROGERS
Assistant Chief Executive Officer
Chief Information Officer JENNIFER HILB ER, ACIO
Enterprise Applications Bureau
JIM SMITH
Chief Technology Officer
GUSTAVO VAZQUEZ, ACIO
Converged Communications Bureau
Public Safety Enterprise Communications
GIL MEJIA, ACIO
Technology Services Bureau -Microsoft LSP Participation Form
(RFQ #RNCO-2020-RFQ-0000048 Attachment 3)
Complete this form and return to:
Attention: Rick Hai
E-mail: RHai@riyco.org
Company Name: CDW Government LLC
Name: Robert F. Kirby
Address: 230 N. Milwaukee Ave.
Payment should be made to:
Riverside County Information Technology
3450 14th Street, Fourth Floor
Riverside, CA 92501
County ofRiverside TIN#: 95-6000930
Title: President, CDW Government LLC
City: Vernon Hills Illinois Zip Code:60061 ____ Telephone #: 312 547 2516
Fax #: 847.465.6800 Email: bobkir@cdw.com
The County of Riverside is the host of the Microsoft Master Agreement No. 8084445. All questions regarding
the products and licensing should be directed to Microsoft.
By signing below, I am agreeing to pay the participation fees for each enrollment that is established by leveraging
the County of Riverside Master Agreement in accordance to the schedule referenced on RFQ
#RIVC0-2020-RFQ-0000048 and any subsequent contracts and / or amendments.
By signing below, I also agree that all enrollments will be submitted to Microsoft direct, to report enrollment
activity and comply to the payment schedule per RFQ #RIVC0-2020-RFQ-0000048 to Riverside County
Information Technology.
Please reference the remittance information above for where to send the payment. Failure to comply may
result in the award being rescinded..
~-d-~ 9/17/2019
Date
Robert F. Kirby President, CDW Government LLC
Printed Name Title
Page 9 of 11
1111111
DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39
LSP Name RIVCO Contract ID Microsoft Agreement Numbers Master Enrollment 8084445 Licensing Solution Provider Agreement Number PSA-0001522 Exhibit D Microsoft LSP Reporting of Active Enrollments Form Company name RIVCO-20800-00x-xx/xx 01E69633, 01E73134, AND NEW Enrollmen Enrollment Start End Enrollment t Number: Entity: Date: Date: Annual Spend Contact: Riverside County Information 1/01/1 12/31/1 Enrollment Contact Email: 87654321 Technology 2 6 $645,000.00 John Doe John.Doe@riverside.org ---Page 10 of 11 Enrollment Contact Tel: 951-555-1212
DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39
Licensing Solution Provider Agreement Number PSA-0001522
Exhibit E
Master Agreement
Attached include the followings:
1) Signature Form
2) Microsoft Enterprise Agreement
3) Microsoft Enterprise Agreement Amendment
Page 11 of 11
DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39COUNTY OF RIVERSIDE AMENDMENT NO. 1 TO THE LICENSING SOLUTION PROVIDER AGREEMENT WITH CDW Government LLC Original Contract Term: 11/01/2019 through 10/3 l /2021 PSA-0001522 Original Contract ID: Effective Date of Amendment: 04/01/2020 Original Annual Maximum Contract Amount: $0 Amended Annual Maximum Contract Amount: $0 This AMENDMENT NO. 1 TO THE LICENSING SOLUTION PROVIDER AGREEMENT with CDW Government, LLC. ("First Amendment"), dated as of O 1 April 2020, is entered into by and between the County of Riverside ("COUNTY"), a political subdivision of the State of California, and CDW Government, LLC. ("CONTRACTOR"), an Illinois limited liability company, sometimes collectively referred to as the "Parties". RECITALS WHEREAS, COUNTY and Microsoft Corporation ("Microsoft") have entered into that certain Microsoft Enterprise Agreement (Master Agreement No. 8084445; the "Master Agreement"), effective August 23, 2019, under which COUNTY has the ability to enter into one or more enrollments to order certain Microsoft product licenses; WHEREAS, CONTRACTOR and COUNTY entered into the aforementioned Licensing Solution Provider Agreement Number PSA-0001522 (the "Agreement") to provide support services to COUNTY and its Enrolled Affiliates (as defined in the Master Agreement) for said licenses; and WHEREAS, COUNTY and CONTRACTOR now desire to amend the Agreement for the first time to extend the period of performance of the Agreement. NOW, THEREFORE, for good and valuable consideration the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows: 1. The above recitals are true and correct, and are incorporated herein by reference. 2. Section 4 of the Agreement is hereby deleted in its entirety and replaced with the following: "This Agreement shall be effective from November 1, 2019 through October 31, 2024, unless terminated earlier (the "Term")." 3. Section 9 of the Agreement is hereby deleted in its entirety and replaced with the following: 4. "Usage Reporting: CONTRACTOR will provide to COUNTY the Licensed Support Provider (LSP) Reporting of Active Enrollments to Master Microsoft Enterprise Agreement No. 8084445, Select Plus Agreement No. 7756479, Microsoft Premier, Unified, and MCS Support services, showing a list of enrollments by December 15th of each year. Forms shall be submitted electronically to MasterMicrosoftAdmin@rivco.org. A copy of the form is attached hereto as Exhibit D and incorporated herein by reference." Capitalized Terms/Amendment to Prevail. Unless defined herein or the context requires otherwise, 1 BOS agenda #3.16 Approved 22 October 2019 Form #116-311 Revision Date: 01/13/2016 RCIT 3450 14th Street, Riverside, CA 92501
DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39COUNTY OF RIVERSIDE AMENDMENT NO. 1 TO THE LICENSING SOLUTION PROVIDER AGREEMENT WITH CDW Government LLC all capitalized terms herein shall have the meaning defined in the Agreement, as heretofore amended. The provisions of this First Amendment shall prevail over any inconsistency or conflicting provisions of the Agreement, as heretofore amended, and shall supplement the remaining provisions thereof. 5. Miscellaneous. Except as amended or modified herein, all the terms of the Agreement shall remain in full force and effect and shall apply with the same force and effect. Time is of the essence in this First Amendment and the Agreement and each and all of their respective provisions. Subject to the provisions of the Agreement as to assignment, the agreements, conditions and provisions herein contained shall apply to and bind the heirs, executors, administrators, successors and assigns of the parties hereto. If any provisions of this First Amendment or the Agreement shall be determined to be illegal or unenforceable, such determination shall not affect any other provision of the Agreement and all such other provisions shall remain in full force and effect. The language in all parts of the Agreement shall be construed according to its normal and usual meaning and not strictly for or against either COUNTY or CONTRACTOR. 6. Effective Date. This First Amendment shall not be binding or consummated until its approval by the Riverside County Board of Supervisors and fully executed by the Parties. · IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this First Amendment. COUNTY OF RIVERSIDE, a political subdivision of the State of California By:~ Richard R. Hai Senior Procurement Contract Specialist Dated: --1-r,__/4--=J>::-+/_2_a _2o __ _ APPROVED AS TO FORM: Gregory P. Priamos County Counsel ~ g);'. 4-/2.!r/=:,,<:, ;anna Oh Deputy County Counsel BOS agenda #3.16 Approved 22 October 2019 Form #116-311 Revision Date: 01/13/2016 CDW Government LLC., an Illinois ::,ited liabil~ Dario J. Bertocchi Director Program Sales Dated: April 17, '.?020 RCIT 3450 14th Street, Riverside, CA 92501 2