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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) ~ PrevEnrAgrForm(WW)(ENG)(Oct2019) Page 1 of 1 Document X20-12873 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 DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39 Attachment A 1■ Microsoft Volume Licensing ---- DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39 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 ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020) Page 1 of 2 Document X20-12883 ProgramSignForm(MSSign)(NA,LatAm)ExBRA,MLI(ENG)(May2020) Page 2 of 2 Document X20-12883 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 DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 1 of 10 Document X20-10635 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. DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39 1■ Microsoft Volume Licensing EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 2 of 10 Document X20-10635 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. DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 3 of 10 Document X20-10635 "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. DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 4 of 10 Document X20-10635 (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 DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 5 of 10 Document X20-10635 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. DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 6 of 10 Document X20-10635 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 DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 7 of 10 Document X20-10635 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. DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 8 of 10 Document X20-10635 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. DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39 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 Line 1 2 3 4 5 6 7 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 Line 1 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 11 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 DocuSign Envelope ID: DD9DA20F-CC45-4615-9FFF-3D0FD6E30A39 Line 1 2 3 4 5 6 7 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