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06-02-2020 - AGENDA ITEM 03 CONSIDERATION OF CONTRACT FOR MICROSOFT ENTERPRISE AGREEMENT WITH DELL MARKETING LPAGENDA ITEM NO.3 Xft AGENDA STAFF REPORT City of West Covina I Office of the City Manager DATE: June 2, 2020 TO: Mayor and City Council FROM: David Carmany City Manager SUBJECT: CONSIDERATION OF CONTRACT FOR MICROSOFT ENTERPRISE AGREEMENT WITH DELL MARKETING LP RECOMMENDATION: It is recommended that the City Council: 1. Approve a three-year agreement with Dell Marketing LP in the amount of $149,584.83 per year (a total of $448,754.49) for furnishing and delivering Microsoft product licenses and support services, on the same terms and conditions afforded to Riverside County through Licensing Solution Provider Agreement Number PSA 0001524 and Riverside County's Microsoft Enterprise Agreement (Master Agreement No. 8084445). 2. Authorize the City Manager to execute the agreement, in a form approved by the City Attorney, and any documents necessary in connection with the agreement. BACKGROUND: The City's current Microsoft Enterprise Agreement (EA) covers all City departments. This EA helps realize cost savings and reduces redundancy. The City's current three-year agreement with SoftwareOne, which began in 2017, ends on June 30, 2020. Riverside County has entered into a Microsoft Enterprise Agreement (Master Agreement No. 8084445) with Microsoft and a Licensing Solution Provider Agreement Number PSA-0001524 with Dell Marketing LP, which may be leveraged by all California state and local government agencies, including the City of West Covina. By utilizing the Riverside County agreements, the City of West Covina is able to obtain the deepest discounts on the cost of Microsoft software licenses authorized by Microsoft in the State of California. DISCUSSION: Originally the City sought written quotes from vendors for a new Microsoft Enterprise Agreement. However, after internal discussions the City Manager determined the City might receive better prices by going through a more formal Request for Quote process. On May 12, 2020, a Request For Quotes (RFQ) was released for the renewal of the City's Microsoft Enterprise Agreement. The RFQ was sent to all vendors who subscribe to the City's Planetbids.com system and requested to be notified of opportunities. A total of four (4) proposals were received by the deadline of May 21, 2020. The proposals were reviewed and evaluated by the Division of Information Technology (DoIT) staff on Price and Compliance to Product Request Item List. The final pricing that the City received was better through the RFQ process ($159,993 versus $149,584) but the RFQ also requested a quote for 15 fewer licenses. About Dell Technologies About Dell Technologies Who We Are Our story began with two companies and one shared vision: to provide greater access to technology for people around the world. Dell Technologies is instrumental in changing the digital landscape the world over, fueled by the desire to drive human progress through technology. The story of the world -record -breaking deal At Dell Technologies, our purpose is to drive human progress, through greater access to better technology, for people with big ideas around the world. The masterminds behind industry giants It's a journey that began over a generation ago, in our founder Michael Dell's Texas University dorm room. He believed he could provide customers with more powerful technology at a better value by rethinking how computers were manufactured and delivered. Around the same time, Richard Egan and Roger Marino started EMC; first delivering compatible memory boards with higher reliability, then delivering data storage solutions scalable to enterprise level. Spearheading a technological revolution These journeys completely changed the way the world sources, builds and sells technology. For Dell, it was selling technology directly to people, rather than through retail outlets. For EMC, it was Symmetrix, a data storage solution that transformed the way data centers operated in large enterprises. By the new millennium, both Dell and EMC were market leaders. Collaborating with visionaries EMC expanded into new markets to capitalize on new opportunities. They looked to like-minded innovators creating breakthroughs of their own. VMware, RSA, Pivotal and Virtustream were welcomed into the EMC family to form a technological powerhouse Powering Human Progress: developing technology to transform lives On September 7, 2016, Dell and EMC joined forces in the largest technology merger in history to become Dell Technologies. Dell Technologies unites seven technology leaders — Dell, Dell EMC, Pivotal, RSA, Secureworks, Virtustream and VMware — in one company with the power to drive digital transformation and generate real results every day for the customers and people who partner with us. Human progress is a journey, one we believe should be traveled together. Whether you know our journey well, or you're just beginning yours, we're honored to embark upon it with you. Dell Marketing L.P. ^' LTechnologies Attachment A Attachment A Attachment A NONCOLLUSION DECLARATION TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID The undersigned declares: Ism the Proposal Manager of Dell Marketing, L. P. _ , the party malting the foregoing hid. The bid is not made in the interest of, or on behalf o& any undisclosed person, partnership, company, association, organization, or corporation. The bid is genuine and not collusive or sham. The bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid. The bidder has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or to refrain from bidding. The bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder. All statements contained in the bid are true. The bidder has not, directly or indirectly, submitted his or her bid price or arty breakdown thereof, or the contents thereof, or divulged information or data relative thereto, to arty corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, to effectuate a collusive or sham bid, and has not paid, and will not pay, any person or entity for such purpose. Any person executing this declaration on behalf of a bidder that is a corporation, partnership, joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that he or she has full power to execute, and does execute, this declaration on behalf of the bidder. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on May 20th [date], at Round Rock [city], TX [state].,, fFiDell Marketing, L.P.X_ _ (SlaaaNre) Street One Dell Way Laura Valdes - Proposal Manager (Para Name &Tltle) City. Round Rock State,TX __Zip 78682 Dell Marketing L.P. 9 DK LTechnoIogies Attachment B CITY OF WEST COVINA TERMS AND CONDITIONS OF PURCHASE ORDER/CONTRACT Attachment B This is a govemmat contract The teens are rim changed by any wends added by Catamm, nor superseded because of any fame and by Cmlactor le the coax of bmi= Any change in terms must be ¢greed to by an authorized representative of the City, run writing. Acceptance by Ne City ofgoads, materials a service is rim a aeraPmnce of ConbnctoJa alum terms. 1. Contactor agree to famish Ne materials or services described in We Purchase Ord to the act to which this is attached end subject to altrm tes and andre itiaof the Patches, Order/Contract this Auachmato l the Purcheee Order/Contract end all ether at to-prets hereto. 2. Cr ntmemr agrees to submit ell invoice is dfluan federal er the address indicted lf el out. OMer/Contrflet. 3. Co hsmar agree to invoice at r it price es the fedcrel the dtea or aria to hi tax. 4. whether a the agree to show a all invoices the name er the dapmhnent to which goads or —has were mbar d, and healer the invoice covers cornplere or partial delivery or perfomance, the PumM1eee Ortlm/Gaeta¢[ number ad any Ileable cash discount S. C�antratm agree to prepay hansporranbn charge and show Nem se, eatoly a ell invoice. 6. Contactor egress to show applicable sale m use cis as sepaate items ..I[ invoice. 7. Title to all materiels famished under the Purchase Order/Contract shall pea to the City upon delivery cad lauding of erchandise mthe F.O.B. point designated in the Purchae Order/Contract a. Any item ordered m the face heraf that is listed in the Safety Orders of We Cdif rada Division of Industrial Safety shall fully.nrply with the latm rcvisad rcquimmats of said Safety Orders. 9. All goods, materials and equipment ordered emll, accept a od e,wise noted in this mmact, be delivered in a new cad unused condition. 10. All atommive equipment delivered he the City shall meet all naphan acts of the latest revision of the California Vehicle Code and of the Federal Deperimal ol"fen spormtia. it The Contracor aM1all treater f the City the maufecluMs wsrtenry or gamer. for ach item famished under this antact. Where appliable, the City shall be named aowner-beneficiary in any each wmand, or guaanhe. The Contractor ¢bell are that each "'my or guuant. is in fall fare, and affect from the date the City commm as operation and use of We item. All such mmufecou re? warranties or guarantee shall be in addition to the Cnuacfr'e warranty under this concoct In addition, the Co.... shall wmant Nm all dens provided under this contact eat fret from do— in materials and wkm oranehip. Tee Ltity will notify Connector of my poem defeat Such notice will be given in writing, if poaiblq m by the menu moat pactical under Ne d emsance. If We Contractor fails to currmn Ne defect or" "non-anformiry within 10 day¢ after n reoelving such otice, or re timely in case of s marli—y dmm nading immediate action, then the City may make the eeseary re placements en repairs and charge the Contactor We tote at of all labor, materials, equipment and edminimmi The City may withhold firm Contractor an anounl fen these arm; if We emaunt withheld is not sufficient, the City any reco any brace from the C ntraclor. 12. Ed— nhe issuance of thePurchase Onhe Can.— they be required to provide to City evidence of ftaam—. Failure to maintain We required asounIs, and type of av,ag, Nmughout the duration of—ioa supplied ¢bell terminate material breach of construct ctruct and shall matte the Ciry to terminate Nu reenact 13, Contractor agrees to indemnify, hold hermlea, and defend (even if the allegations are false, fraudulent or groundless), to the maximum extent permitted by law, the City, ins City Council and each member thereof, and its ofFcers, employees, commission membea and repmsentatives, from my and all liability, loss, suits, claims, damages, costs, judgments and expenses (including attomey's fees and costs of litigation) which in whole or in pan are claimed to result Gam or to arise out of the usage or operation, including the malfunctioning of, or, my injury caused by, my Product purchased herein; or any acts, urea or omissions (including, without limitation, prof iamil negligence) of Caramel." its employees, representatives, subcontract.., or agents I. nemian with the performance of this contract This agreement to indemnify includes, but is not limited to, personal injury (including death at my time) and damage to property (including, but without limitation, contact or tort or patent, copyright, crude secret or trademark infringement) sustained by my person or persons (including, but not limited to, compmia, m corporations, Contractor and its employes or agents, and members of the general public). 14. Contactorshall not perform work on City owned property, and meal rid mmmems work or case materials to be delivered to Wcjob site, mW so eulhoriaed in wriing by Ne Had of the Deparmwvt (or design.) frwhom We work wen esdered. 13. Contactor caifia and represents that, during We performance of Wier contract, We Cmtraemr and each subcontractor shall adhere to equal opportunity employment practsuN Inertia. W assure that applicants and employes eat treated aryally aare me ame discriminated against because of their ace, religion, color, national origin, ancestry, diability, are, age, medical coadidon marital smaa. Contractor further agrees that it will not maintain my sego greed facilities. 16. Contracmr sball obtain a City Business Licase under We loons and anditiesse of West Covive Municipal Code, Cheplm 14, whey required. 17. Contractor hereby rep—., waname and certifies Was no officer or —play. of Ne Contra hn, is a director, officer or employe, ofthe City of Wet Covina, m a member many bonds, canmiesion or amminae, except re due atmt permitted by Ins, g1P.ege. MLLTechnologies 18. The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor's records to the extent the City deems necessary to ensure it is receiving all money to which it is entitled under the contract and/or is paying the amounts to which Contractor is properly entitled to under the contract or for other purposes relating to the contract. The Contractor shall maintain and preserve all such records for a period of at least 3 years after the termination of the cenhwt. The Vendor shall maintain all such records in the City of West Covina. If not, the Contractor shall, upon request, promptly deliver the rends to the City of West Covina or reimburse the City for att reasonable and extra costs incurred in conducting the audit at a location other than the City of Wet Covina, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals and overhead. 19. It is understood that in the performance of any services herein provided, for Cuntmetor, shall be, and is, and independent contractor, and is not an agent or employee of City and shall furnish such services in its own manner and method, accept as required by this contract. Further, Contractor has and shall retain the right to exeuise full control over the employment, direction, cenp—ation and discharge of all persona employed by C-hector in the performsnce of the services hereunder. Comractor shall be solely responsible for, and shall indemnify, del d and save City harmless from all matters relating to the payment of its employees, including compliance with metal security, withholding and aft other wages, salaries, benefits, mxes, exsctions, and regulations of any nature whatsoever. Contractor acknowledges that Contractor and any sub contracu s, agents or employees are not entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or hea[tb, life, dental, long -tam disability of Workers' Compensation insurance benefits. 20. In ease of conflict between the terms of this contract and the terms of any other document which is apart of this transaction, the terms of this Purchase Orda/Contact shall strictly prevail. 21. Contractor shall not assign or transfer this nntrect or any rights hereunder without the prior written consent of the City which may be withheld in the City's sole discretion, Any unauthorized assignment of transfer shall be no]] and void and shall constitute a material breach of Contractor of its obligations under this contract. 22. Time is strictly of the essence of this contract and each and every covenant, terra and provision hereef. 23 her terror, condition, de City's waiver of efault of breach, notf�a subsequent breach of the or ddault of this oneswai not be considered to be a waive of any 24. The City reserves the right to cancel any portion of this Purchase Order m any time prior to the delivery of Goods and Sevs 25. This Purohase Order/Contract shall be governed and construed according to the laws of the State of Calif io. 26. This Purchase Order/Contract, including any Exhibits attached hereto, coustitutes the entire agreement and u,dmmnding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, represermtions, understandings, correspondence, documentation and agreements (written or neat). 27. Additional terms (All additional terms and conditions must be approved as to form by the City Attorney in writing). On behalfof Dell Marketing, L.P. (Name of Vendor/Contractor) One Dell Way Round Rock, TX 78682 (Address) I agree to the terms as stated Signature/Title/Date rG>.!('.:., Proposal Manager May20, 2020 "Please refer to Dell's terms and conditions in our response. 91Pagc Dell Marketing L.P. 11 DK LTeehnoIogies Attachment C Attachment C City of West Covina Attachment C May 111, 2020— Microsoft Enterprise Agreement Price List Shawn Granger, IT Manager Please provide quote split for two departments ofthe organization. FA# 82695853 is for wcpd.org and EA# 6681311 is for westcovina.org. The organization for both is The City of W est Covina. The Microsoft contract term should be three years. EA# 82695853for Cky of West Covina Police Department wcpd.org Pat# Unit # (how (Microsoft man ID) Part Name Micosoft Nan. Price Extended Price . 100 KV3-00353 WINENTperDVC ALNG SA MVL Wtfitn $41.46 $4146.00 100 26912442 OfllceProPlus ALNGSAMVL Phil. $�� $9344.00 180 W06-01072 CoreCAL ALNG SAMVL PRl- UsrCAL $44.33 $7979.00 1 9GXW310 CIS SteStdCore ALNG SA MVL 16Lic CoreLic $264 78 $264 78 2 9EM-00267 WInSvrSTDCme ALNGSA MVL I6LIC CoreLic $136.93 $273.86 5 9GS-00130 CISSteDCCom ALNG SA MVL i6Lic Conalk $1307.63 $6538.15 _ 5 77D-00111 7NO-00292 VSPmSubMSDN ALNG SA MVL $�1 $1609.70 10 SQLSvrStdCoreALNGSAMVL 2Lic CoreLic $576.51 $5765.10 9 6QK-00001 Azure Monetary Commitment, Under EA en rollment#6681311 $119484 $10,753.56 1 312-02177 Exch3SvrStd ALNG UoSAPk MVL $29027 $290.57 TOTAL i46,864.82 FA# 6681311 City of West Covina westcovina.org Unit # (how Part# (Microsoft Extended man ID) Part Name Microsoft Name Price Price 215 AAD34704 M365 E3 GCC Unified ShrdSvr ALNG SubsVL MVL PerU. $333.00 $71,595.00 EntMobeM8mE5FdIGCC 8hrd.5vr ALNG SU MVL $60.48 $13,003.20 215 MQy-Wo02 EntMobandSecE300C PerUsr 70 3N 000o3 _ 8QK-00001 suMv�MVL Peru. nP.O.Pde who work in Ms de Mml $70.68 $4947.60 1 Azue Mor yamCommftm,rt. 1182.36 3 9GS-00130 CI8 DCrbm AWG 8A MVL 161'c CoreLic $1293.97 $3881.91 1 312-02257 ahqgvrStd ALNG SA MVL $123.08 14 )NO-0o292 Core��ItlCoreAWG SA MVL 2LIc $570.49 $7986.86 TOTAL DOF-LLTechnoIogies Detailed Quotes Detailed Quotes E) Microsoft Enterprise Agreement (EA) M: Customer. City of West Covina .Rn c�:x�. comce�xa cnNx a �VmRtox Quotation nN: b ;neon( -De;;.— Sr2]23e]Yt Date of Issue: 5/19/2020 Quote Expires: 6/30/2020 PLEASE SEE IMPORTANT TERMS AND CONDMONS AT THE BOTTOM OF THIS OVOTATION Dell Marketing L.P. 13 ^' LTechnologies Detailed Quotes Section 2- Monthly Subscriptions Product Description Ml quantity M Months M Unit Price EA. Price ExchgOnlnP26CC ShrdSw ALNG SubsVL MVL PerUsr 3NS4N0003 70 12 55.89 $4,947.60 M365 E3 GCC Unified ShrdSvr ALNG SubsVL MVL PerUsr ..I. 235 11 $27.75 $71,595.00 Azure Monetary Commitment 6QK-00001 1 12 1 $98.53 1 $1,192.36 EntMoband5ecE5FulIGfC ShrdSvr ALNG SU MVL EntMoband5ecE3Gtt Perl.04 MQY-00002 1 215 1 12 1 $5.04 1 $13,003.20 Total Year 1 Payment $90,728.16 ExchVOnlnP2GCC ShrdSw ALNG SubsVL MVL Per"' 3NS-000O3 70 12 $5.0 $4,947.60 M365 E3 GCC Unified ShrdSvr ALNG SubsVL MVL PerUu AAD-34704 235 12 $27.75 $71,595.00 Azure Monetary Commitment 6QK-00001 1 12 $98.53 $1,192.36 EntMoband5ecE5FuIIGCC ShrdSvr ALNG SU MVL EntMoba dSecE3GCC Perl.04 MQY-00002 1 215 1 12 1 $5.04 1 $13,003.20 Total Year 2 Payment $90,728.16 ExchgOnlnP26CC Shrdl ALNG Subsvi. MVL PerUu 3NS-00003 70 1.2 $5.89 $4,947.60 M365 E3 GCC Unified ShrdSvr ALNG SubsVL MVL PerUu AAD-34704 215 12 $27.75 $71,595.00 Azure Monetary Commitment 60.K-00001 1 12 $98.53 $1,192.36 EntMobani ESFulIGCC ShrdSvr ALNG SU MVL EntMoband5ecE3GCC Perl.14 MQY-00002 1 215 1 12 1 $5.04 1 $13,003.20 Total Year Payment TOTAL SECTION 2 YEARS 1- 3 $90,728.16 $272,194.48 Notes: Total Annual Payment Yr 1 Microsoft Enterprise Agreement )EA) 8: Total Annual Payment Yr 2 Microsoft Enterprise Agreement IEA) Enrallment8: TBD Total Annual Payment Yr 3 Grand Total "Customer must complete all required Microsoft enrollment documentation. The EA cannot be executed )processed at Microsoft) until both the complete documents and PO are received for the first annual payment. Delloffers this quote for the first of three annual payments for City of WestCovina Microsoft Enterprise Agreement Enrollment. For customer's general information and budgeting purposes, Dell includes the above as an estimate for subsequent years of City of West Covina Microsoft Enterprise Agreement. $102,720.01 $102:720.01 $102,720.01 $308,160.03 .ra.i oee.noo,.nuw. w��wmeoro•.<.•rom.. nae ..o+a eercn«••vm.or.ee aee .r.�e>K.�m .n immour eem.�eira.voo. n«� si mrovrv. n.. 2 ea.ean. me. or o,a.., .n.r aer �nn .0 .. orwr nw.wnM cwrom•r sl vasa� oG a«neue a i�.•, m•aro uoper io m•manw•cn,«. ouarrorw a wr n.,e �a i .era ro, coat. Dell Marketing L.P. - 1./ UTechnologies Detailed Quotes e Microsoft Enterprise Agreement (EA) g: Customer: City of West Covina Police Department CMb eoyinplon Quotation 5hris�bovinetonODell— Date of Issue: 5/20/2020 Quote Expires: 6/30/2020 PLEASE SEE WPM -TERMS ANO CONDNIONS AT THE BOTTOM OF THIS QUOTATION Dell Marketing L.P. 15 ^' Technologies Detailed Quotes OfficeProPlus ALNG SA MVL Pllfrm 269-12442 too $93.44 $91344.00 CoreCAL ALNG SA MVL Pftfrm USICAL W06-01072 190 $14.33 $7,979.40 QS5te5tdCoro ALNG 5A MVL 16Lk CoreLic 9GA-00310 1 $264.78 $264.78 WimSvrSTDCOre ALNG SA MVL 16Lic CoreLic 9ER44M67 2 $136.93 $273.96 CISSteDCCore ALNG SA MVL 16Uc CoreLic 9GS-MI30 5 $1,W.63 $6,538.15 VSP.SubM5DN ALNG SA MVL 771)41)0111 5 $301.94 $1,509.70 5otsvistdcore ALNG SA MVL 2Lic coreic 7NQ-00292 10 $576.51 $5,765.10 EXChgSWStd ALNG LkSAPk MVL 312-02177 1 $290.27 $290.27 WNENTp.DVC A, —SA MVL NUrm KV3-00353 IOD $41.46 $4,146.00 Total Year 3 payment TOTAL SECTION I YEARS 1 - 3 Section 2- Monthly Subscriptions $36,11126 $108,333.78 Product Description Mfg# Quantity Months Azure Monetary Commilment 6QK-00001 1 9 1 12 1 $99.57 $10,753.56 Total Year 1 Payment $10,753.56 Azure Monetary Commitment 60X-00001 9 12 $99.57 $1Q753.56 Total Year 2 Payment $10,753.56 Azure Monetary Commitment tim-00001 9 12 $99.57 $10,753.56 Total Year 3 Payment TOTAL SECTION 2 YEARS 1- 3 $10,753.56 $32,260.68 Notes: Total Annual Payment Yr 1$0,860.82 Microsoft Enterprise Agreement (EA) rY. Total Annual Payment Yr 2 Microsoft Enterprise Agreement (EA) Enrollmentrh TBD Total Annual Payment Yr 3 Grand Total "Customer must complete all required Microsoft enrollment documentation. The EA cannot be exerted (processed at Microsoft) until both the complete documents and PO are received for the first annual payment $46,864.92 $46,864.82 $140,594.46 quote for the first of three annual payments for West Covina PD Microsoft Enterprise Agreement Enrollment general information and budgeting purposes, Dell includes the above as an estimate for subsequent years of West Covina PD Miaosoft Enterprise Agreement. �h h .�npux rww.mn x.xx.w. e.x,nm. xnuxn <x.h.n.. nxxx..e.rm hw.�nn. +ar nm.nn xm .rx cox immoxi norcxww#mn. .h onx sh w.:..�x omn�n...a u.aanxnan con. or o.aw..nn� iunxnnaM coma n,...x e,. c.rm�.. nn wn ch .axw.wo« ma uh..rone». xvn ,h u.hnex �uw'.iw. m..r. m>khwmn A.nr.rnm.. Puxhwhww :rw:a nwx .w mxr. D�LLTechnoIogies Contractual Information and Exceptions Contractual Information and Exceptions In lieu of the terms specified in the Request for Quotes Spec. No. 11-005 (the "RFQ") issued by the City of West Covina, California (the "City"), and notwithstanding anything to the contrary in the RFQ, Dell Marketing, L.P. ("Dell") respectfully submits and will accept an award from the City under the terms of the Licensing Solution Provider Agreement Number PSA-001524 between the County of Riverside, California and Dell Marketing L.P. dated October 22, 2019 (as amended, the "LPN'). Any additional or contrary terms in the RFQ or on a resulting purchase order from the City to Dell shall not be applicable. To the extent the terms of this quote are not acceptable to the City, Dell agrees to negotiate such terms reasonably and in good faith. In the absence of a negotiated agreement signed by authorized signatories of Dell and the City, Dell's receipt of an award or purchase order or subsequent performance in relation to this quote or the RFQ (each, an "Award") shall be governed by and understood to indicate the City's acceptance of this quote (including the Participation Agreement, as hereinafter defined) and the LPA as the sole governing terms, and to exclude all contrary or additional terms in the RFQ. Without limiting the foregoing and in accordance with the terms of the LPA, the City shall (and any Award hereunder shall constitute the City's agreement to): (1) enter into a participation agreement in the form attached to this quote or in such other reasonable form as may be negotiated in good faith by the parties (the "Participation Agreement") to the LPA, confirming that the City agrees to comply with the LPA as an Enrolled Affiliate (as defined in the LPA) thereunder; and (2) take any and all action required by the LPA and/or the Master Agreement (as defined in the LPA) to permit the City to participate as an Enrolled Affiliate thereunder. EXCEPTIONS: Without limiting the above, Dell notes the following exceptions to the RFQ: Section of RFQ Explanation Proposed Revision Page 2, paragraph Dell will offer pricing under the PURCHASE ORDER/CONTRACT PERIOD: captioned "Purchase terms of the LPA. Order/Contract Period" The term of the purchase order/contract period will be 36 months. DUFiRg this time fFaFne the seleete.d „ee.de, shell held ;. fff Page 4, I. Award of Dell cannot offer terms that are I. AWARD OF CONTRACT Contract different from or in addition to those offered by the third -party Award of any purchase order / contract licensor. The City's contract and arising from any quote submitted as a purchase order terms cannot, result of this RFQ may require approval therefore, be applicable. by the West Covina City Council as presented by City Ordinances and Codes. The Gity a .phase ardpr / nnntmnt term nrd nnerdit nns shell gavem any aFd If eNe. a aF d of n .ehase e..de./eeet.eet ee.ditieee .ehase e..de. / BE)RtFast shell dell Marketing L.P. 17 ill E*0!214 LTechnologies DoIT staff has worked with Microsoft to assess current use and needs for software products such as Office, Windows server and desktop, SQL, and Windows Exchange. Through the EA agreement, the City provides employees with essential software to perform job functions. To maintain functionality and keep communication standards with outside organizations; the City has standardized on the use of Microsoft Windows, Office, and Microsoft server. There is an increase in SQL licenses due to new databases as well as an increased demand for email since more systems are going online, requiring staff that previously did not have email to be added. Recent changes allowed DoIT to reduce email licenses by fifteen, from 230 to 215, to save on the cost. The EA provides the City with access to new software released for covered products, and includes access to support. In addition, this agreement makes available to licensees Software Assurance, Microsoft's enhanced maintenance program that helps customers get the most out of their software investments and provides access to valuable benefits including training, deployment planning, software upgrades, and product support. The City will be able to process and pay Software Assurance annually instead of making one up -front payment, thereby enabling a reduction in the initial cost outlay and improving the ability to forecast annual software budget requirements up to three years in advance. Vendor Location Price Dell Technologies Round Rock, TX $149,585 Softchoice Zones Chicago, IL Auburn, WA $15Q915 $153,087 SHI Somerset, NJ $154,104 Staff recommends awarding the agreement to Dell Marketing LP for the following reasons: . Microsoft Authorized Reseller; and . Lowest bid. OPTIONS: The City Council has the following options: 1. Adopt staffs recommendation; or 2. Provide alternative direction. Fiscal Impact FISCAL IMPACT: Funding in the 2020-21 budget for Information Technology Fund (Account Number 110.11.1340.6272) will increase from $92,766.00 to $102,720.01; a difference of $9,954.01. For its portion, the Police Department will use previously appropriated special funds, with no change needed, and no impact to the Police Department General Fund budget. Attachments Attachment No. 1 - Dell Technologies Microsoft Enterprise Agreement Quote Attachment No. 2 - Dell Marketing LP Licensing Solution Provider Agreement Attachment No. 3 - Dell Technologies Microsoft Enterprise Amendment Extension CITY COUNCIL GOALS & OBJECTIVES: Enhance the City Image and Effectiveness Contractual Information and Exceptions Section of RFQ Explanation Proposed Revision hp yood To thA extent not Athpp.gmsA stated On then .cha6e eFdeF / cent.act the California Commercial Code shall apply-. The City reserves the right to award a purchase order/ contract for goods described in this RFQ in part or in whole to a single bidder or to multiple bidders; whichever may be deemed in the best interest of the City. The award will be made in writing to the responsible bidder whose quote is determined to be the most advantageous for the City, taking into account all the evaluation criteria set forth in this RFQ. Page 5, L. Permits Dell will obtain all permits and L. PERMITS AND LICENSES and Licenses licenses which it is required to obtain pursuant to applicable law, The successful bidder and its all of 'A/he but a City Business License may employees of agents shall secure and not be required for the purpose of maintain in force such licenses and reselling third -party software permits as are required by laws aoolicable pursuant to this response. to such successful bidder,'nn' y Q„ cIi Page 5, M. Dell will be acting solely as M. ASSIGNMENT Assignment reseller. Assignment is governed by the LPA (in particular, please The awarded bidder _msh^"� a F .deF nn refer to Section 14.f. of the Master GlFG Fnstann'-s, assign any purchase Agreement. order / contract issued as a result of this quote by any means whatsoever, or any part thereof to another party without express written permission of the governing board for the City. Page 5, O. The deleted language is not a o. AGREEMENT TO CONDITIONS AND Agreement to Terms complete sentence, and appears ADDITIONAL REQUIREMENTS and Conditions and to be included in error. Also, Additional Attachment B to the RFQ cannot Quotes submitted without comment to the Requirements be applicable because Dell cannot specified terms and conditions are offer terms that are different from deemed to agree with those conditions. or in addition to those offered Vendors acknowledge that due to the type under the LPA. of service requested a formal contract may be required. ThThA taAhPd "Statement of Non Collusion b Contractor" (Attachment A) the and "TA.mc and GAnd t Ans Af P. •nhnsp Olyde.ireAt.aAw (Attachment Q). The City reserves the right to reject any or all quotes. dell Marketing L.P. 18 D�OLLTeehnologies Contractual Information and Exceptions Section of RFQ Explanation Proposed Revision Page 5, P. Cancellation must be governed by Delete in its entirety. Cancellation the LPA. Pages 8-9, This response is offered under the Delete in its entirety. Attachment B, City LPA. Dell cannot offer additional of West Covina or different terms. Terms and Conditions of Purchase Order/Contract ATTACHMENT: Dell proposes that the parties enter into the following Participation Agreement upon Award (and, unless otherwise agreed by the parties, any such Award shall constitute the City's acceptance of the following Participation Agreement, whether or not same is actually executed and delivered by the parties): Participation Agreement This Participation Agreement (this "Agreement") is entered into as of May , 2020 by and between the City of West Covina, California (the "City") and Dell Marketing L.P. ("Contractor"). WHEREAS, Contractor and the County of Riverside are parties to that certain Licensing Solution Provider Agreement Number PSA-0001524 dated October 22, 2019 (the "LSPA"); WHEREAS, the City wishes to order certain product licenses, receive support, and otherwise participate as an Enrolled Affiliate (as defined in the LSPA), under and in accordance with the terms of the LSPA; and WHEREAS, Contractor wishes to permit the City to become an Enrolled Affiliate in accordance with and subject to the terms of this Agreement. NOW THEREFORE, in consideration of the premises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and Contractor hereby agree as follows: Dell Marketing L.P. 19 ^' LTechnologies Contractual Information and Exceptions 1. Defined Terms: Recitals. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the LSPA and the Master Agreement. The foregoing recitals are incorporated into and made a part of this Agreement. 2. Enrollment. As a condition to the City's participation as an Enrolled Affiliate under the LSPA, and by its signature of this Agreement, the City agrees to complete the Enrollment and comply with and be bound by all terms and conditions set forth in the LSPA and the Master Agreement. Subject to such completion and compliance, the parties agree that the City shall constitute an Enrolled Affiliate. The City represents and warrants that it meets and will continue to meet throughout the term of this Agreement, the definition of "Enrolled Affiliate' set forth in the LSPA and the Master Agreement. 3. Term. The term of this Agreement shall commence on the date of the last signing hereof and shall continue until terminated in accordance with the LSPA or the Master Agreement. For avoidance of doubt, this Agreement shall terminate upon termination of the LSPA or the Master Agreement. 4. Entire Agreement. This Agreement, the LSPA, and the Master Agreement constitute the entire agreement between the parties with respect to the subject matter hereof any and all agreements and representations between the parties made or dated prior to the date hereof. In the event of any conflict between this Agreement and the LSPA or the Master Agreement, the terms of the LSPA and the Master Agreement shall control. The City shall be bound by the terms of any subsequent amendment, modification, supplement, rider, addendum, renewal, extension or replacement of the LSPA or the Master Agreement, whether or not the City is a signatory thereto or had knowledge or received notice thereof. IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date first above written. THE CITY OF WEST COVINA DELL MARKETING L.P. By: By: Name: Name: Title: Title: Date: Date: Dell Marketing L.P. 20 D�OLLT2Ci1nOlogi2S ATTACHMENT NO 2 Licensing Solution Provider Agreement Number PSA-0001524 This Licensing Solution Provider Agreement is made and entered into this 22nd day of October 2019, by and between Dell Marketing L.P., a Texas corporation ("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. 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 Page 1 of 11 OCT 222019 -3. (V Licensing Solution Provider Agreement Number PSA-0001524 whatsoever, based or asserted upon any services, or acts or omissions, of CONTRACTOR, its 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 Indemnitces 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. 8094445, 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 Page 2 of 11 Licensing Solution Provider Agreement Number PSA-0001524 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. 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. It. Contract Management: The contacts for this Agreement for COUNTY shall be both RCIT and Purchasing as listed below. COUNTY Primary Contact: Jim Smith 3450 l4th Street Riverside, CA 92501 CONTRACTOR contact: Alisson Harrington One Dell Way Round Rock, TX 78682 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 terns 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 Page 3 of 11 Licensing Solution Provider Agreement Number PSA-0001524 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 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 fines 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 Page 4 of 11 Licensing Solution Provider Agreement Number PSA-0001524 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 (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 By -Re—vin Jeffries, Chairman Board of Supervisors Dated: OCT 2 2 2019 ATTEST: Kecia Harper Clerk of the Board � By: / th/Ay:/X.L(-!N Deputy APPROVED AS TO FORM Gregory P. Priamos County Counsel By: Susanna Oh,rlcputy County Counsel Dell Marketing L.P., a Texas corporation By: l tt4 k' Alisson H iTingtott Senior Commercial Co6nsel Dated: OGi nh 7nl y Page 5 of 11 OCT 2 2 2019 LP Licensing Solution Provider Agreement Number PSA-0001524 Exhibit A Microsoft Enterprise license subscription and services Line Description Price Level Markup % Enterprise Online Services" (including Full USLs, From SA USLs, 1 Add-ons and Step Ups) M365 E3 and E5, Enterprise Mobility + Level D -0.56 Security E3 and E5, Office 365 Enterprise E1 or E3, Windows 10 Minus 2% Enterprise E3 or E5. 2 Enterprise Products Office 365 Pro Plus, Windows 10 Enterprise, Level D -0.43 Core CAL Suite, Enterprise CAL Suite. Additional Products M365 Fl, M365 E5 Compliance, M365 E5 3 Security, Office 365 Enterprise F1, Project Online, Visio Online Plan Level D -0.43 l or Plan 2, Dynamics 365, Azure, SQL Server, Windows Server, etc. Server and Tools Product (applies to Server and Cloud Enrollments 4 only) SbarePoint Server, SQL Server, BizTalk Server, Visual Studio, Level D -0.43 Core Infrastructure Suites, etc. 5 All products for Select Plus Agreement No.7756479. 0.55 6 Microsoft Premier Support 2.00 7 Microsoft Unified Support Services 2.00 8 Microsoft Consulting Services 2.00 Page 6 of 11 Licensing Solution Provider Agreement Number PSA-0001524 Exhibit B License Support Provider (LSP) service rates Line Description Certified Competency Yes/No) Hourly Rate Data and Artificial Intelligent 1 Build Intelligent Apps Yes $425 2 Build Intelligent A eats Yes $425 3 Machine Learning Yes $425 4 Internet of Thins Yes $425 5 Globally distributed data Yes $425 6 OSS Databases Yes $425 7 Cloud Scale Anal tics Yes $425 8 Data Platform Modernization to Azure Yes $425 9 Windows Server on Azure Yes $425 10 Securit & Management Yes $425 11 Datacenter Migration Yes $425 12 Modern Business Intelligence Yes $425 Biz Apps I Customer Service Yes $425 2 Field Service Yes $425 3 Marketing Yes $425 4 Talent Yes $425 5 Finance and Operations Yes $425 6 Business Central Yes $425 7 Power Apps Yes $425 8 Power BI Yes $425 Apps and Infrastructure 1 Azure Stack Yes $425 2 High Performance Compute Yes $425 3 Cloud Native Apps using Serverless Yes $425 4 Modernize Apps Yes $425 5 SAP on Azure No $425 6 Linux on Azure Yes $425 7 Dev O s Yes $425 8 Business Continuity & Disaster Recover Yes $425 9 Windows Server on Azure Yes $425 10 Security & Management Yes $425 11 Datacenter Mi ration Yes $425 Page 7 of 11 Proposal for The City of West Covina Microsoft 2020 Enterprise Agreement RFQ 11-005 May 20, 2020 D4LLTechnologies Licensing Solution Provider Agreement Number PSA-0001524 Exhibit B (cont.) License Support Provider (LSP) service rates Line Description Certified Competency (Yes/No) Hourly Rate Modern Work lace 1 User Adoption & Change Management Yes $425 2 Security Yes $425 3 GDPR & Compliance Yes $425 4 Teamwork Yes $425 5 Calling & Meetings Yes $425 6 Modem Desktop Yes $425 7 Office 365 Migration Assistance Yes $425 7a Mail Yes $425 7b Teams Yes $425 7c SharePoint Yes $425 7d OneDrive Yes $425 Page 8 of 11 Licensing Solution Provider Agreement Number PSA-0001524 Exhibit C Microsoft LSP Participation Form 6A E ROGER,_ rRC �` JLNNaFA IOWA, ACIO •.",:nl -GUSTAVO VAZQUtL AGO GIL MU IA.ACID I.i F•iulu,IV',rrar.•. Ilurc, it Microsofi LSP Participation Fo1n1 (RFQ aRIVCO-2020-RFQ-0000048 Attachment 3 ) Complete this form and return to Payment should be made to Rrivni fe County Irfo, netwr Tovmnclagy Attfntiat: Rick Har 3450 14th z'Ireet. Fourth Floor E--0, iiijira-.y.gJ51 Rrvers de CA 92501 :ounq-ol R.r,rr..:te TdU •a n,cG, d Ccmparykame Eel 1111-e Eta;* Backe' Title F'c p:tal r'a�a➢e' Adore; One Gel'SYar Crcy Rcv'Yd.Reck - Zip Code 7A1182telaphore& ;ti-%:i-1:at _ Fax&..ore Emee 51ac,e eecke,a0el :or, The County of Rirersioe .s the host of the klM osoft k's iter Agteatmert No FCF.4445 AA oueshors regarding the products and I+censing should lb� directed to kf•oroseft 2y s.lnmij to m i am aig Being to pay the participation tees far east enro*nert that is established by kmaging the Courly of Riverside Master Agreement In scu dwce to the a&edole referenced on RFQ &AIVCr}2020-RFC-OOOW46 lard any subsequeni contrasts and r cc ame 4menU- By grmp below I al-:o agree that all erroircents .It be subrnMed to kt•, -ft dve^_i to .epm enrcement acomy erd comply to the payment schedule per RFQ ORr.'CO-2020-RFC CO00048 to R-vers.de County incvmat— Technctogy Fwase refercrm the remdtares Information above for wtYere to seno the payment Failure to comply may resuh ,n the a.vard being rescinded 5Vgwlwe Stacie Becker nrted t ame September 19. 2019 _- -- - - - - Date Proposal Manager Page 9 of 11 Licensing Solution Provider Agreement Number PSA-0001524 Exhibit D Microsoft LSP Reporting of Active Enrollments Form LSP Name Company name RIVCO Contract ID RIVCG-20800-00x-xx/xx Microsoft Agreement Numbers 01E69633, D1E73134, AND NEW Master Enrollment Enrollmen tNumber; Enrollment Entity: start Date: End Date: Annual Spend Enrollment Contact: Enrollment Contact Email: Enrollment Contact Tel: 90844,15 8765,1321 Riverside C-ty 6formation Technology 1/01/1 2 1213111 6 $645,000.00 Joh,,Oae lohn.Doe@riversi� 951-555-1212 Page 10 of 11 Licensing Solution Provider Agreement Number PSA-0001524 Exhibit E Master Agreement Attached include the followings: 1) Signature Form 2) Microsoft Enterprise Agreement 3) Microsoft Enterprise Agreement Amenchnent Page 11 of 11 Microsoft Document Headersheet This is for informational purposes only ` MS5-0000004275258 (MSLI Tracking Number) Doc Type: Signature Form Do not modify the formatting or spacing of this Form above this text Subsidiary: Account Manager Name / Alias: Country: United States LAR/LAD/ESA: Insight Direct USAr Inc. Program/Version EA 6 2016 ACCOUNT: County of Riverside Comments: Outsourcer Name: Business Agreement Number: Master Agreement Number: 8084445 Agreement Number: Purchase Order Number: 8/23/2019 9:42:56 PM (Scanning Code) .w LUrj- z A O1, l� Z 0 0 0 04 <c Iz Z a z N u m 1 r� Microsoft Program Signature Form Volui-le Licensing NBAII esA r;,xnh 004-kayleerl-5-n4 Airn-.m.mi rnm;hp.( ?OF4 (rf !` Net': Enter the applir.able nr.Uve. nunber ; a5:;grcned vlilh the. dncunh'.n14 belrnv. tL1ir:mnnq reguu es the associated active number be indicdled her?, or listed below as nevr FQi the puq)oses o1 this farm, 'Customer can mean the signing entity, Enrolled Affiliate, Govenunerl Partner, In ;hh Ilion, or other party enle;ring iota a vglumr•. Ogensing program ngraomenl This s'gtnalure Wrin and all contract documents Identified in the table below are entered into between the Customer and the. Microsoft Affiliate signiny, as of tho effective dale idenlifird below. \J�Y1UC "�' �'>,# .;TtiYi� r'% ululwv:iyL'{' '.:✓<`. �.rli A: •S Ernerprise Agreement X2n-10N. ,Choose Agreemenl> DocumentNrrcnbororCode. <Choose Anrecmrnt� Document Number or Corte <Choose Agreement>____ _�____ ____ __ ,Choose Agreement- <Choose Enrollnwni/Reyistiallun� Dgcumerd Number or Code Document _Number or Code Document Number or Code <Choose EnrnllnrenUFte islralion> _ Document Plumber or Cade <C:hoose EnrollmentiRegislralion> I Document Number or Code <Choose EnrollmonURe Istral ion= _ Document N1r11)I?er or Code <Cheese Enrollment/Regislraliun_ _ Amendment to Contract Decumenls Document Number or Code CTM-CPT-OPT-PNK (new) _ Hy signing below, Customer and the Nlir..rnsofl Arfiliale agree That both parties (1) have rgcgived, read and understand Ilia aboveconh'acl durti6lents, Including any websites or documents incorporated by reference and any amendments and (21 agree Id be bound by the terms Ofall such documents. Name of Enfity (mF/4 III to I e lity name)' Counly of Riveiside Printed First and Last Name'`TR, Printed Title 5 r- 19rocu r-e n-1-C,%ri- Cot•1fr�r t S Y� e, �+ I, S 1' Signature Dale' C, Y/-z 2/Z lax ID O' <lles tearrirarl field Prcgrairu,r)rrFu•.rnj1.ISH,yn;(MA,LaLArWEtH I{h.NILIiH11��;n Auvla ldl H:�� 1 GI! M lcrosoft Corporation Signature`s _ ---F printed First and Last Name r Printed Title Signature Date (dale fa -,mood Aff l,Ne ma It 11t Agreement EffoctiveDate (nay he cflPm�I:111arleL< u.i�!ls s'�1n31v'i clalc•j i M31 ao Optional 2ntl Customer signature or Outsuur'eer signature (ifapplicable) Name of Entity (must be legal entity name)' Signature" Printed First and Last Name' Printed Title Signature Date` om:a uav" 4' Name, of Entity (must be legal entity name)' Signature' Printed First and Last Name' Printed Title Signature Date' ,,,-Microsoft Microsoft Corp ration AUG 2 3 2019 Chance Krail —1., e.rkhnrizad dn behalf Of ' wd,C.9105 regnrre'l 4Blfl If Customer requires physical media, additional conlacls, or i; reporling multiple previous Enrollments, include the nppfopriato form(s) with Ihrs signature feint After this signature form is signed by tho DISlnf ile..f. send it and Iha C01Iir•36l 00LLIIrlerlt5 to Customer's channel panne, of Pdllcrosoft account manager, wMo must suhmit Them to the following address When the signature form Is fully eeesuled by Microsoll, Customer will receive a sonfimiakoo Copy Wroso/t Corpmntion Dept. 55'I, Volume Licensing G 100 Neil Road, Suite 210 Reno. Nevada 80511.I 137 USA In'A,,FAInA hll Ii UIQiAi 20 1,11 Pg:,Zo1 ;! I Microsoft Document Headersheet This is for informational purposes only ' MS i 5-0000004175258 (MSLI Tracking Number) I Doc Type; Agreement Do not modify the formatting or spacing of this Form above this text Subsidiary: Account Manager Name / Alias: Country: United States lAR/LAD/ESA: I Insight Direct USA, Inc. ProgramNersion EA 6 2016 (Scanning Code) ACCOUNT: Coun of Riverside Outsourcer Name: Business Agreement Number Master Agreement Number: 8084445 Agreement Number: I Purchase Order Number t'nmmnn*c- 8123/2019 9:42:31 PM o' Microsoft Voll_nrle 1_icensing Enterprise Agreement State and Local N"I h, Ilo2 wills N,r11 nips➢�e s AgiPr�ir?ill i+ Mi�'.Insnll PnSL n!!;F �11,,1 SF•i eirry iw�vr,�irw �l This MlCrosefl Enterprise Agreement ("Agr2eillent') Is entered into between the entitles klenifled on the signature form'. I Effective date, The effective date of this Agieemenl is the earnest effective dale of any Enrellinent enlerecl Info under this Agreement or the date Microsoft accepts this Agreement, whichever is earlier This Agreement consists of (1) these Agreement leans and conditions, including any amendments and the signature form and all attachments identified'theiein, (2) the Product Terms applicable to Products licensed under this Agreernerrl, (3) the Online Services Terms, (4) any Affiliate Enrollment entered into under this Agreement, and (5) any order submitted under this Agrecmrnl- Please note; Documents referenced in this Agreement but not attached to liie signature form may be found Fit lisp./lvrrvw[nicrosolrcornllicensinrLconlracts and are incorporated in this Agreement by reference, including the Product Terms and Use Fights. These documents may contain additional leans and conditions for Products licensed under this Agieemenl and may be changed from time to time. Customer should review such doolllllents carefully, both at the time of signing and periodically thereafter, and fully understand all terms and conditions applicable to Products licensed Terms and Conditions 1, Definitions 'Affiliate" means a, with regard to Cuslomer. (1) any government agency, dapadmenl, office, instrumentality, division, unit or other entity of the slate or local government that Is supervised by or is part of Customer, or -;lhich supervises Customer or of which Customer is a part nr which is under common supeivisron wnh Customer; (ii) any county, borough, commonwealth, city, munictpahly, town, township, special purpose . dlshict, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Cuslomers Stale jurisdiction and geographic boundaries. and (m) any other entity in Cusloindi's stale expressly authorized by the laws of Cuslomers state to purchase Wide[ state contracts; provided that a slate and Its Aff Bales shall not, for purposos of this definition be considered to be Affiliales of the federal government and its Affiliates, and br will regard to Microsoft, any legal Sillily Ihal Microsoft awns, that ovens IlArcrosofl, or that is under common ownership with fAicrosoft, 'Cuslomer means the legal entity that has entered into this Agreement with Microsoft "Customer Galameans all data, including all letl, sound, software, image, or video files that are provided to Microsoft by, or on behalf of. an Enrolled Affiliate and its Affiliates through use of Online Seiv[ces_ "day" means a calendar day, except for references that specify "business day". "Enrolled Affiliate' means an enlity, eilher Customer or any one of Customer's Affiliates that has entered into an L'nrollment under this Agreement I:A20i NI,(US)H.(;(ENGjit 1uv2111 ril PnSp: I of I I Ilnnrrr"'nt X21]-N]]200 "Enrollment' means lire dOCAI H that an Enrolled Affiliate sobmItS under this Agreement to place orders for PlbrlLWts 'Enterprise' means an Enrolled Affiliate and the Affiliates for which it is responsible and rhoo5es on its Enrollment to include in 015 enterprise. 'Flies' means Product fixes, modifications of enhancements, or Iheir dPrivahves, that Microsoft either releases generally {such as Product service ipacxsl or provides to Customer to address a specific issue. "License" means the right to download. nslall, acress and use a Product- For certain Products, a License may be available on a fired term or subscription basis (`Subscription License'"). Licenses for Online Services will he considered Subscriplon Licenses 'Microsoft" means the Microsoft Affiliate thal has entered Info this Agreement or an Enrollment and its Affiliates, as appropriate 'Online Services" means the Microsblt-hosted ierviee5 identified as Online Services in bye Product Terms "Unline Services Temps' means the additional leans that apply to Customer's use of Online Services published on the VOILime Licensing Site and updaled front Who In lime "Product' means all products identified in the PYo(Iuc:l Terms, such as all Software, Online Services and other web -based services, including pre-release or beta versions, "Product Terms" means the document that provides Information about Microsoft Products and Professional Services available through volume licensing. The Product Terms document is published on the Volume Licensing Site and is updated from lime to time "SLA" means Service Level Agreement, whleh specifies the minimum service level for Online Services and IS published On the VOILIine Licensing Site. "Software" means licensed copies of Microsdit sahware identified on the Product Terms. Software door, not include Online Services, bill Software may be part of nn Online Service "Software Asswance" is an offe inq by Microsoft that provides new version rights and other benefits for Products as further descrihe(I in the Product Terms. 'Trade Secret" means information than is not generally known or readily ascertainable to the public, has eenrI value as a result, and has been subject to reasonable steps under the circumstances to maintain its secrecy "use" or 'run" means to copy, install. use, access, display, rim or otherwise interact 'Use Rights means the use rights or te., s of service (or each Prbdlot published on the Volume Licensing Site and updated from lime Willie The Use Rights supersede the terms of any end user license agreement Thal accompanies a Product The Use Rights for Software are published by Microsotl in the Pi oduct Penns The Use Rights for Online Services are published in the Online Services Terms, "Volume Licensing Site' means hllp'Pyn,&Ini.rosofl.eomJ6censincylconlracls Or a successor site How the Enterprise program works a. General. The Enterprise program consists of the leune and conditions on which an Enrolled Affiliate may acquire Product Licenses. Under the Enterprise Program. Customer and Its Affiliates may order Licenses fob' Piodw:ts by entering into Enrollmenls b. Enrollments. The Enterprise program gives Customer and/or its Affiliates the ability le enter into one or more Enrollments to order Products. Subscription Enrollments may be available for some of these Enrollments Nolwilhstanding any other provision of this Agreement, only Enrolled Affiliates identified in an Enrollment will be responsible let complying ,vith the terms of that Enrollment Including the tefms of this Agreement incorporated by reference rn that Enrollment I_A20 MAgrnIs)AI ( i(P014itiNllV2i%Ili? n:Nie 2 nI It P"'un Nnl :CPO InPel1 One Way D<GLLTechnoIogies RoundeRock, TX78682 USA htto://www.dell.com/ May 20, 2020 Shawn Granger IT Manager The City of West Covina 1444 W Garvey Ave S, 308 West Covina California Dear Mr. Granger, Thank you for this opportunity to submit a proposal for The City of West Covina's forthcoming technology project. We have studied the information provided to us about your business requirements and carefully analyzed your technology needs. The solution recommended for City has been designed to meet your needs in the most cost-effective way without compromising on quality, service or ongoing support. Dell is helping our customers to bring down the Total Cost of Ownership by simplifying IT. We are committed to providing solutions that will allow City to reclaim time and cost and increase the productivity of your IT. In addition, we have built environmental consideration into every stage of the Dell product Iifecycle including power consumption, helping our customers demonstrate environmentally responsible procurement. Along with award winning products and services, Dell also offers you a dedicated program account team that is committed to working with you and your procurement needs. This team includes: • An Account Manager to ensure overall account satisfaction • System Consultants to provide a seamless deployment experience • Technical Sales Representatives to facilitate order management • Customer Service Representatives to provide post -sale support Dell looks forward to working with you on this project. Should you have any questions regarding this response, please contact Chris Boyington at 512-723-6722 or online at Chris Boyinaton()Dell.com Please refer to Dell's proposed Terms and Conditions and Exceptions on the Contractual Information and Exceptions section. Any other terms on a resulting Purchase Order to Dell Technologies shall not be applicable. Dell Technologies will partner with you every step of the way as you acquire, deploy, and manage your infrastructure. Additionally, City will benefit from the full breadth of Dell Technologies' expertise, experience, and services capabilities that together help you leverage the full value of your information. We look forward to working with you. Sincerely, Laura Valdes Proposal Manager c. Licenses. The types of Licenses available are (1) Licenses ohrained under Si Assurance (L&SA), and (2) Subscription Licenses These License types, as Ii as additional License Types, arefurther described in the Product List. Licenses for Products a. License Grant. Microsoft grants the Enterprise a non-exclusive, worldwide @net limited right to clavnhoad, install and Use Software Products and to access and use the Online Services, each in the quantity ordered Under an Enrollment The rights granted ale subject to the terms of this Agreement, the Use Rights and fire Product Terms. Microsoft reserves all rights not expressly granted in Ibis Agrewiient. b. Duralloo of Licenses. Subscription Licenses and most Software Assurance rights are temporary and endue when the applicable Emormenl is terminated or expires, unless file Enrolled Affihale exercises a buy-out option. which is available for some Subscription Licenses Except as otherwise noted oI the applicahle Enrollment or LISP Rights, all other Licenses become perpatual only when all payments for that License have been made and the inihal Enrollment term has expired c. Applicable Use Rights. (1) Products (other than Onfrne Services) The IJso Rights in effect on Iheeffective date of the applicable Enrollment term vrill apply to Enterprise's use of the version of each Product that is current at the lime For future versions and new Products. the Use Riohls in effect when those versions and Products are first released will apply Changes Microsoft makes to the Use Rights for a panc61.1121' version will not apply unless the Enrolled Affiliate chooses to have those changes apply The Use Rights applicable to perpetual Licenses That were acquired under a previous agreement or Enrollment are determined by the Agreement or Enrollment under which they were acquired Renewal of Software Assurance does not change which Use Rights apply to those Licenses. (11) Online Services For Online Services, the Use Rights In effect on the subscription start date will apply (or the subscription term as defined in the Product Terris it. Downgrade rights. Enrolled I iala may use air earlier version of a Product other than Online Services than the version that Is current on the effective date of the Enrollment. For Licenses acquired in the current Enrollment tern, the Use Rights for the current version apply to the use of the earlier version If the eaiher Product version includes features that are not in the new Version, then file Use Rights applicable to the earlier version apply with respecl to those filatures. e. New Version Rights under Software Assurance Enrolled Affiliate must order and maintain continuous Software Assurance'coverage for each License ordered With Software Assurance coverage, Enterprise automatically has the right to use a new Version of a licensed Product as soon as it Is released, even if Enrolled Affiliate chooses nor to use the new version immediately (i) Except as otherwise permillsd under an Enrollment, use of the new version will be subject to the new version's Use Rights (II) If the License for the earlier version of the Product is perpetual at the little the new version is released, the License for the new version will also be perpetual. Perpetual Licenses obtained through Sollware Assurance replace any perpetual Licenses for the earner version, f. Liranse confirmation. This Agreement, the applicable Enrollment. Enrolled Affiliate's hider' confirmation, and any documentation evidencing nans-fets of perpetual Licenses, together with proof of payment, will he Enrolled Affiliate's evidence of ail Licenses obtained under an Enrollment 6\zb I liAggUS}SLG![ b1GI IPIn92U r nr Rrige 3 ni 11 n 11%Linit•,rit X2e-In20U Reorganizations, conso l fclatlons and privatizations. If the number of Licenses covered by -an E rotlmenl changes by more Than tell percent as a result of (11 a reorganization, consolidaliolr or privatization of an amity of an operating clivision. (2) a privatization of an Afit Ifate or an operating division of Enrolled Afill liale al any of Its AfLllates, or (3) a consorclabon including a merger with a third party trial has an existing agreement or Enrollment, lArcrosofl wilt work with Enrolled Affkale in Bond Will to clelennine how to nrcommodale its changed circumstances in file context of this Agreement i Making copies of Products and re -imaging rights. a. General. Enrolled Affilinte may make as many copies of Products, as it needs to distribute them within the Enterprise. Copies murt be true and r.ompdelc (Including copyright and trademark notices) from master copies obladned from a Microsoft approved fulfillment source Enrolled Affiliate may use a third party to make these copies, but Eruolled Affiliate agrees it will be responsible for any third party's actions. Enrolled Affiliate agrees to make reasonahle efforts to notify its ermyaes, ploagents', and any other Individuals who use the Products that the P roducis are licensed from MIC 650h and subject to the terms of Ifus Agreement, In. Copies for training/evaluation and baclf-up, For all Products other than Online Services, Enrolled Affiliate may ( I ) use Lip to 20 complimentary copies of any Incensed Product in a dedicated training facility on its premises for purposes of training on that particular Producl. (2) use up to 10 complimentary copies of any Products for a 60-day evaluation period, and (3) use one complimentary copy of any licensed Product (or back-up or archival purposes for each of its distinct cleographir, locations. Trials for Online Services may be available if specified in file Use Ricghts. c. Right to re -image. In certain cases. re -Imaging is permilted using the Product media II the M1dicrosoft Product is licensed (1) from an original equipment manufacturer (OEM), (2) as a full packaged Product through a retail source- or f3) under another Microsoft program, then media provided under this Agreemenl'rnay generally be used to create images for use in place of copies provided through that separale source. This right is rondilional upon the following: (i) Separate Licenses must be acquired from the separate source for each Product that is re- in -aged (11) The Product. language version, and rom ponenls of the copies macle must be relent real to lice Product. language, version, and all components of the copies they replace and the number of copies or instances of this re-uneged Product permitted remains the same (10) Except for copies of an opeI rating system and copies of Products licensed under another Microsoft program, the Product type (e g. Upgrade or full License) re -imaged must I e identical to the Product type licenser) from the separate source (iv) Enrolled Affiliate must adhere to any PrddUCI-speafic processes or requirements for re- umaging identified in the Product Terms, Re -imaged Products remain subject to the terms and use rights of the License acquired from the separate source This subsection does not create or extend any Microsoft warranty or support obligation Transferring and reassigning Licenses. g. Lireose transfers, License. transfers are not permitted, except that Customer or an Enrolled Affiliate may transfer only fully -paid perpetual Licenses to', (i) an Affiliate, or (it) a third party solely in connection with Abe transfer of ha,dware of employees to whom the Licenses have been assigned as part of (A) a privatization of an Affiliate or agency or of an LAinIF,Agr(il5!SLGtLFl �!INnd20l fi! Pagr .l or I - urn.urnem xzo. ni'M operating division of Enrolled Affiliate or an Affiliate (U) a reorganization. or (C) a consolidation. I Upon such transfer, Cuslemer'of Enrolled Affiliate must uninstah and di:;conlinue using the N:eosed Product and render any copies unusable, h. Notification of Urense Transfer. Enrolled Affiliate niumt nolify Microsoft of a License transfer Ly completing a license transfer form, which ran be obtained from htln fiwmw miciosofl and sending the completed form to Microsoft before the License transfer. No License transfer will be valid unless Enrolled Affiliate provides to the transferee, and the transleree accepts in r; citing, documents sufficient to enable the transferee to ascertain the scope, purpose and hniitalions of the rights gianted by Microsoft under the licenses being transferred (includinglhe applicable Use Rights, use and transfer restnclions, 1,varraoties and limitations of liability) Any License transfer not made in compliance With this sertion will be void I c. Internal Assignment of Licenses and Software Assurance. Licenses and Software. Assurance must he assigned to a single use of device within the Enterprise Licenses and Solbmare Assuranre may be reassigned within the Enterprise as described in the Use Rights Term and termination. a. Terns. The term of this Agraemdnl will be 36 full calendar months from the effective dale unless Icrminoted by either party as described below Each Enrollment will have the leim prrvided in that Enrollment b. Termination without cause. Either party may, lormutate this Agreement, wilhoul cause, upon 60 days' written notice. In the evenl of termination, new Enrollments will not be accepted, brit any existing Enrollment will continue for the lerm of such Enrollment and will continue to bP. governed by this Agreement c. Mid-lrrm termination for non -appropriation of Funds. Enrolled Affiliate may terminmle ihrs Agreement or an Enrollment without liability. pcnalp, Or further obligation to make payments if funds to make payments under tile Agreement. or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such purpose d. Termination for cause. Wilhout limiting any other temedies it may have, either party may leindilate an Enrollment If the other party materially breaches its obligations under this Agreement, includley any obligation to submit orders or pay invoices_ Except where the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice of its intent to terminate and an opportunity to cure the breach if Microsoft gives such notice to an Enrolled Affiliate, Microsoft also will give Customer a copy of that notice and Customer agrees to help resolve the breach. If the breach affects other Enrollments and cannot be resolve(I between Microsoft and Enrolled Affiliale, together with Customer's help, PMhir a reasonable petted of lime, Microsoft may terminate this Agreement and all Enrollments undei it. If an Enrolled Affiliate ceases to be Customer's Affiliate, it must promptly nollfy Microsoft and Microsoft may terminate the former Affiliate's Enrollment If an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or if Microsoft terminates an Enrollment because Enrolled Affiliale ceases to be Customer's Affiliate, then Enrolled Affiliate will have the early termination rights described In the Enrollment e. Garry termination. If (1) an Enrolled Affiliate terminales its Enrollment as a result of a brench by Microsoft, or (2) If Microsoft terminates an Enrollment because the Enrolled Affiliate has ceased to be an Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enrollment for non- approprlation of funds. or (A) PAicrosoft teiminates an Enrollment for nen•paynlenl due to non - appropriation of funds then the Enrolled Affiliate will have the following uplions: (I) It may immediately pay the total remaining amount due, including all utslathnents, in which case, the Enrolled Affiliate will have perpetual rights lot all Licenses it has ordeied, or 1 I F.A20l t,Agin-1,,)tirr il410)(hl6i,20 1.', 011 nn annNnl X211, 1020rl (it) It may pay only amounts due as of the lei in date, in which case the Enrolled Affiliate will have perpeWal I-irenses for. •1) all copies of Products (Including the latest version of Products ordered under SA coverage in file current term) for which payment has been made in full. and 2) the number of copies of Products It has Ordered (Including the latest version of Products ordered under Software Assurance coverage in current term) (hat Is proportional to the total of inslallmenl pmymenls paid versus total 31TI00hls clue (paid and payable) If the early termination had not occurred. fill) In the case of early termination under subscription Enrollments, Enrolled Affiliate will have the fallowing ophon5: I 1) For eligible Products, Eliro'led Affiliate may obtain pelpeh.Ial Licenses as clescfibed in the section of the Enrollment tilled "Buy-out option," provided that kdicrosofl receives the buy-out order for those Licenses wilhin 60 days after Enrolled Aft provide; notice of termination 21 In the event of a breach by Nk;ctsolt, If Customer chooses Oct to exercise a buy-out Option; Microsoft will issue Enrolled Affilade a credit for any amount paid in arivanee for Subscription Licenses that the Enterprise will not be able to use to do the termination of the Enrollment. I Nothing in this section shall affect perpetual Linense rightsacclkiil either in i separate agreement m in a prior term of the eliminated Enrollment. f. Effect of terminalion or expiralton. When an Enrollment expires or is terminated, (i) Enrollee! Affiliate must order Licenses for all capies of Products it has run for which it has not previously submitted an Ior'der Any and all unpaid payments for any order of any king remain due and payal)le, Except as provided ill the subsection titled "Fatly lennination," all unpaid payments for Licenses immediately become due and payable. Jul) Enrolled Affiliate's right to SofhNare Assurance benefits under this Agreement ends If it does not renew Software Assurance g. Modification or termination of an Online service for rorgulatory reasons. Microsofi may modify or leuninale an Online Service where there is any current or future government requirement or obligation that II) subjects Microsoft It) anv regulation car requirement not generally applicable to businesses operating in file jurisdiction. (2) presents a hardship for Microsoft to continue operating the Online Service without modification, indict (3) causes Microsoft to believe the Se terms or the Online Service may conflict will) any such requirement or obligation h. Program updates, Microsoft may n)ake changes to this program that will make it necessary for Cl and its Enrolled Affiliates to enter into new agreements and Enrollments at the time of an Enrollment renewal Use, ownership, rights, artiI d restrictions. a. Products. Unless otherwise specified it a supplemental agreement use of any Product Is governed by thr, Use Rights specific to each Product and version ,and by the terns of the applicable supplemental agreement. b. Fixes, Eacb Fix is licensed under the same terms as the Product to which 11 applies If a Fix is not provided for o specific: Product, any use rights Mirrosoft provides will) the Fix will apply. c. Non -Microsoft software and technology. Enrolled Affiliate Is solely responsible for any non - Microsoft software or technology that it inslalls or uses vith the Products or fixes i_=•'Gp IM(ii WS)sLG ILNG11Nuv2U I61 rmj� .G ell it i D.wti—1 A20.1021" Restrict ions• Enrolled Affiliate must fiat (and is nor licensed to) (1) reverse engineer, decompile, or disassemble any' Product or Fix, Q) install or rise non -Microsoft software or technology In any way that VVOlrld subject Mici'osoi"t's Intellectual properly or technology to any other license teens, or (3) work around ..viy le0hnicalimilations In a Product or Fly or restrictions in Product documenlalion. CllSfbrner must not land is not licensed lot O separate and run parts of a Produrl or Fix oil more than one device, upgrade or clowngrade parts of a Product or Fix at different times. or transfer parts of a Product or Fix sepaiately: or (in distribute, sublicense, rent, lease, lend ant/ Products or Fixes m whole or in part, or use them to offer hosting services to a third party.' I Reservation of rights. Products and Fixes ar: protected by copyright and other Inlellerlual proporty rights laws and International treaties- Pi reserves all rights not expressly granted in this agreement. No rights wdl be grenled or unpliecl by waiver or estoppel Rights to access or use Software on a 'eevic:e do not give Customer any right to implement FAicrosoft )patents' fir oilier DAirrusofl inlelleclual piolieity In lire device itself or in any other software or devices B. Confidentiality. "Confidential Info(maton' is non-public information that is designated 'confidential" or that a reasonable person should understand is Confidential, including Customer Data Confidential Information does not include information that (a) becomes publicly available without a breach of this agreement, (b) the recei-•✓mg party received IavAulty front another source without a confidentiality obligation, (c) is independenlly developed, or (CI) is a conmenl or suggestion volunteered about the other party's business products or se ices. I i Each party will lake reasonable steps to protect the other's Confidential Information and will use (Ice other party's Confidential Information only for purpose:; of the parties business relationship Neither party will disclose that Confidential Information to third parties, except to its employees, Affiliates, contractors, advisors and consultants ('Representatives") and than only on if need -to -know basis under nondlsclosnre obligations at least as protective as this agreement. Each party rernains responsible for the use of the Confidential Information by Its Repiesentatives and, in the event of discovery of any unauthorized use bi disclosure, must promptly notify the other party A party may disclose the other's Confidenlral Infommtran if iegrnred by law, but only after it notifies the other parly (if legally permissible) to enable the other party to seek a protective older Neither party is regured to reshict woflc asai'gnn-rents of its Representatives who have had access to Confidential Information Each party agrees (hat the use of information retained in Representatives' unaided memories in the development or deployment of the parties' respective products of services does not create liability under This Agreement or trade secret law, and each party agrees to limit what it discloses to (tie other accordingly. These obligations apply (1) for Customer Data until it is dclelecl tram the Online Services, and (if) for all other Confidential Information, for a period of five years after a party receives the Confidential Information. i 9. Privacy and compliance with laws. a. Enrolled Affiliate consents to file processing of personal information by Microsoft and Its agents to facilitate the subject rnaller'of this Agreement Enrolled Aflihate will chlain all reguned consents frorn third parties under applicable privacy and data protection law before providing personal information to lA crosoft b. Personal information collected under this agreement (it may he Ifansfeired, stored and processed in the United Slates or any other country in which Microsolt or its service providers maintain facilities and (ir) will be subject to the privacy terms specified in the Use Rights I-Acrosofl will abide by the requirements of European Economic Area and Swiss data protection t'A7a ll ;,tlqus}5I rill°P71 .1 tDluvlpl:$I P,"q, ] sf I I Goer ur�c;u x2e-4e209 law regarding the collection, use i retention, and other plocessntg of personal data from file European Economic Aiea and Svit—eland, i U.S. export. Products and Fixes are subject to U S. etparl jurisdiction. rniolled Affiliate must comply with all applicable inlernaboral and national laws, indoding file U.S Export Adrninislrahon Regulations and International Traffic in Aims Regulations. and end -user, =_rid use and destination restrictions Issued by U S. and other governments related to Microsoft products, services and lechnologies. 10. Warranties. a. Limited warranties and remedies. (i) Software. Microsoft warrants that each version of the Software will pedonn substantially as described in the applicable Product documentation for one year from the dale the Enterprise is first licensed,lor that version. If tl does not and the Enterprise notifies Microsoft within the warranty Wont, then Microsoft Will at Its optton (1) relum the price Icnrolled Affiliate p.nd for the Software license, or (2) repair or replace the Software, (ii) Online Services Ivlicrasol) warrants that each Online Service will perform in accordance will) the applicable SLA (luring the Enleipn.se's use. The Enterprise's remedies for breath of this warranty are in the SLA, The remedies above are the Enterprise's sole remedies foe breach of the warranties In this section Cuslonterwaivesanybreachofwarrantyclainishotmadeduringlhewarantyperiod b. Exclusions. The w mfanhes in this agreement do not apply to problems caused by accident, abuse, or use in a manner inconsistent with this Agreement, including failure to meet minhmurn system iequlreinen(s. These'warranties do not apply to free, trial, pre-release, of Data products, or to romponenls of Products that Enrolled Affiliate is permitted (o redistribute. c• Disclaimer, Except for the'limited warranties above, Microsoft provides no other warranties or, conditions and disclaims any other express, implied, or statutory warranties, including warranties of quality, title, non -infringement, merchantability, and fitness for a particular, purpose. 11, Defense of third party claims. The parties will defend each other against the third -party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, I l only if the defending party is promptly notified in writing of the claim and has the right to control the defense and any selllemenl of it. The Darn; being defended must provide the defendlog party with all requested assistance. Information, and authority. The rlefending party will reimburse the other pally foi reasonable out-of-pocket expenses d inr,urs in pi oviding assistance This section describes the parties' sole remedies and entire liability for such claims a. By Microsoft. fvbci'osofl will defend Enrolled Affiliate against any third -party claun to the extent it alleges that a Product or Fix inade available by Microsoft for a fee and used within the. scope of the license granted (unmodified from the form provided by Microsoft and not combined with anything else) misappropriates a trade secret of directly infringes a palenl, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infiingemenl under commercially reasonable lerms. it rnay, at its option, either ( 1) modify of replace Ilse Producl or Fix with a functional equivalent, cr (2) terminate Enrolled Affiliate's license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the lennination date Dllrcrosofl will not be liable for any claims Didamages due to Enrolled Afbliate's continued use of a Pfa(IUct or Fix after being notified to stop clue to a third -party claim. b. By Enrolled Affiliate. To the extent permitted by applicable law, Enrolled Affiliate :•,ill defend Nliciosoft against any third -party claim to the extent it alleges that (1) any Customer Data of 1 i GA2nln.A9r(USISCG(EIJGptMrv201Br r '•age Sri; I I Oacuntenl �.0 I�EUU non -Microsoft software hosted In an Online Service by Microsoft on Enrolled Affiliate's behalf misappropriates a trade secret or directly infringes a patent, cnpyvtght, trademark, or other nropnelaly right of a third pasty. or (2) Enrolled Affiliate s use of any Pfoducl or Fix, alone or in combimdion wilh anything else, violales (be law or damages a third party 12. Limitation of liability, For each Prr]dllat. each patty's nnxinxvn, aggregate I-AWy to the other under this Agre.euherht is filled to direr,) darnoges finally awarded in an amount nal to exceed the amounts Enrolled Affiliate vras required to pay for the applicable Products drniny the ilenr of this Agreement, suhietl la the following. a, online Services. Pot Online Services, Microsoft's maximurn liability to Enrolled Affiliate for any in,Jderd giving fine to a ctauii wilt not exceed the amount Enrolled Alfilise, paid forthe Online Service during the 12 months before the incident b. Free Products and Distrihutalilo Corte, For Prodocts provided free of charge and code that Enrolled Affiliate is authorizer) to recisuibnte to third parties without separate payment to Ivllclosofl Microsorl's liability is limited to direct damages finally awarded up to USS5,000. c Exclusions. In no event will either party be liable for indirect, incidental, special, pumlive, at consequential damages, or for loss of use, loss of busrnwss Information, loss of revenue, or interruption of business, however caused or oo any theory of liability d. Exceptions. No lirnitabori of exclusions will apply to liability arising out of either party's ( I ) confidentiality obligations (except for nil habi ily related to Customer Data, which will ienia'in subject 10 the limitations and exclusions above), (2) defense obligations, or (3) violation of the dlher part% s intellectual property ilgills I 13. Verifying compliance. a- Right to verify compliance. Enrolled Affiliate must keep records relating to all use and distribution of Products by Enrolled Affiliate and its Affiliates. Microsoft has the right, at Its expense, to the extent pert flitted by applicable lava to verify compliance with the Product's license terms. Enrolled Affiliate must promptly provide file Independent auditor with any information the auchlor reasonably requests in furtherance of lire verification, incc.uding access to systems Inuming the Products and evidence of Licenses for Prodncls Enrolled Affiliate hosts. Se1111MIS' , or rlrshibules to third parties. Enrolled Affiliate agrees to complete Microsoft's self -audit process, which Microsoft may require as an alternative to a Third party audit b. Remedles for non-compliance, If verification or self -audit reveals any r rilicensed ire or distribution, then within 30 days', (1) Enrolled Affiliate must order sufficient Licenses to cover that use or distribution, and (2) if unlicensed use or dishibolion is 5'A or more, Enrolled Affiliate must reimburse Microsoft for the cost Nhcrosofl has incurred in verification and acquire file necessary additional licenses at '125% of the price based on the then -current price list and Enrolled Affiliate price level The unlicensed use percentage is based on ine total nunnbe of licenses purchased compared to arlual install base. If there is no unlicensed use. Nhcrosofl will not subject Enrolled Affiliate to another verification for at least one year. By exercising the lights and procedures described above, Microsoft daps not waive its rights to enlurce this Agreement or to protect its inalleclual properly by any other means permitted by law. c. Verification process. Ivhchosof( will nobly Enrolled Affiliate at least 30 days in advance of its intent to verify Enrolled AMliate's compliance with the license leans for the Products F_molled Affiliate and Its Affiliates use or distribute IVlicrosofl will engage an independent auddor, which will be suhjecl to a confidenlialily obligation Any information collected in the self-al.ldil will be used solely for purposes of determining complianre This verification will take place during normal business hours and in a manner that clops not interfere unreasonably will) E+iolled Affiliate s operations, EA2I I TUAIlgn:i151.4;;EtJli)(IJuv21! 10) P:,r roil I r firs,--li xin.I wins 14. Miscellaneous. , a. Use of contractors-. Ailicrosuh may use r..ori radar to perfoim services, but will be responsible for their performance subject to the tennis of this Agreement b. Microsoft as independent contractor. The parties are inclopendent contractors Enrolled Affiliate and Microsoft each may develop products independenlp/ Wlllldnl using lire other's Confidential Information c, Notices. Notices loNhciosofl most be sent to the address on the signature form. Notices must he in writing and will be treated as clelivered on the dale shown on the return receipt or on the courier or tax confirmation of delivery. Microsoft niay provide Information to Enrolled Affiliate aboul upcoming ordering deadlines, services, and subscription information in electronic loan, including by email to conlacls provided by Enrolled Affiliate Entails will be treated as clelivered on the transmisslon dale. d. Agreement not exclusive. CLIStgnier is free to enter into ac,reements to license, use or promote non -Microsoft products. e Amendments- Any amendmalit to (his Agreement must be executed by both parties. except that Microsoft may change the Pledncl Temis and the Use Rights from lime to lime in accordance with the terms el this Agreentenl Any conflicting terms and conditions contained in an Enrolled Affiliate's purchascarder will nol apply, Microsoft may require Custonier to sign a new agreement f)r an antendnient before an Enrolledl Affiliale enlers inlo an Enrollment under this agreement I f. Asslgnnlenl. Eilhcr party nlav assign this Agreemenl to an Affiliate, bid must notify the other party in writing of the assignment. Any other proposed assignment must be approved by (he non -assigning party in writing. Assignntenl will not relieve the assigning party of its obligations under the assigned agreement Any attempted assignment wilhoul required approval will be void I q. Applicable law{ dispute resolillion. The terms of this Agreement will be governed try the laves of Customer's stale, without giving effort to its conflict of laws. Disputes relating to this Agreement will be subject to applicable dispute resolution laws of Customer's slate. h. Severabllity. II any provision inllhis agreement is held to be unenlorceabla, the balanre of the agreement Wll remain in full tofu, and effect i. Waiver. Failuir to enforce any, pruvislon (if this agreement will not conslitute a waiver. Any waiver must be in writing and signed by the waiving party, j_ No lhlyd-party beneficiaries, 'This Agreement does nor create any third -party beneficiary righls. k. Survival. All provisions sur,ive lennlnalion or expiration of this Agreentenl except those re(µ firing performance only during the leinl of the Agreement_ 1. Management and Reporting. Customer and/or Enrolled Affiliate maymanagoaccounlcletarls (e.g., contacts, orders, Licenses, software downloads) on Mir.iosoft's Volume Licensing Service Center-('VLSC') web site (or successor site) of Ihis ihvww it creso�cymllfeens it g(sa ry icecenter. Upon the effective dale of Ihis Agreenienl and any Enralanenls, the contact(s) identified far this purpose will be provided access to this sire and may authorize adcUGonal users and contacts in. Order of precedence. In the case of a conflict between any documents In this Agreement that Is not expressly resolved in ()lose documents, their termswlll conliol in [lie following order frrnn highest io lowest priority (1) this Enterprise Agreement (2) any Lnrollment, (3) the Producl Terms, (di the Online Services Terms, (51 orclers submitted under tars Agreentenl, and (6) any other documents in this Agreemenl Terns in an ancildlnenl cuntnl over the amended doeel'rlenl and any prior amendments concerning the same subject matter ER3l1Iri+lyr (l1S)SI„litklJ;;lftJov1l11!i) rag^ Ili nl II Or ti abnl X20 1020 I n. Free Products. 11 is Microsoft's intent that the leans of this Agreement and the Use Rights be in compliance with all applicable federal law and regulations Any free Product provided to Enrolled Affihale is for the sole use and benefit of the Enrolled Affiliate, and is not provided foi Use by or personal benefit of any specific government employee. o. Voluntary Product Accessibility Templates. Microsoft supportslhe government's obligalion to provide accessible technologic; In its citizens with d.sabilities as ertuired by Section 508 of the [Rehabilitation Act of 1973 end its stale law counterparts The Voluntary Product Accessibilq Templates ("VPATs') for the Microsoft technologies used in providing the Oitine Seivires can be found it Microsoft's VPAT page. Further information regarding Mierosofl'g conmlialient to accessibility can be found at hilp /'grwr ri iciosofl.coin!enable p. Natural disaster. In the event of a "natural disaster," Microsoft may provide additional assistance or rights by posting Iham on httq_A,v._rgmicrosafl.cnm at surh time q. Copyright violation. Except as set faith in the section above entitled "Tiansfeuing and reassigning Licenses', the Enrolled Affiliate agrees to pa/ for, and comply with the leans of this Agreement and the Use Rig hts,•for the Products it uses Except to the extent Carolled Affiliate is licensed undei Ilus Agreenlenl, it will be responsible for its Weach of this conbarl and violation of PAicrosofl's copyright in the Products, inrladiiig payment of License fees specified in this Agreement for unlicensed use LR'eli+i,tirfUjsU.;f,�f15111•Inv%I'nG1 , eerie not it IA nnnne�,i $211- I rdr}9 p ' Micro?salt VoIf.Irrle I_i(-.e.I r7cl Supplemental Contact In Form This form can be used In combination with MBSA, Agreement, and F-nrollrnent/Registration However, a separate form must be submitted for each onrollment/registration. when more than one it, submitted on a signahire form For the rurposes of this form, 'entity" can mean the signing entity. Customer, Enrolled Affiliate, Govemmenl Partner, hiStIOLIVIrl, of other pally entering into a volume licensing program agreement Primary ar.cl Notices contacts in this form will not apply to enrollments or, egishalions. This form applies to: ❑ MPSA jXJ. Agreement EnrollmentfA40iale Registration Form Insert primary entity name if more than one EnrollnientlRegislrabon Form is submitted 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; if the entity chooses to designate other contact types, the same required fields unusl be coiiipleled Tor each section. By providing contact information, entity consents to its use for purposes of administering the Enrollment by Microsoft and other paflies Thal help 1dicrosort adnnnister this Enrollment. The personal information provided In connection with its agreement wdl be used and protected according to the privacy statement available at Win lilicensinp mrcrosnllceim. Additional notices contact. This contact receives all notices that are sent from Nf crosofl No online access is granted to ihi, individual, Name of ontily' County of Riverside i Contact name'; First Regina Last Fundeburk Contact entail address' RFumdeibufk rlvco ofg Sheet addioss' 3450 141h Street, 411h Floor City" Riverside StalelProvince' California Postal code' 92501-3861 Country' USA Phone' 951-955-2265 Fax I ❑ This contact is a third party (nol the entity) Warning This conlart receives personally identifiable infonmahon of the entity. 2. Software Assurance manager. This contact will mcnive online permissions to manage trip. Software Assurance benefits under the Enrollment of Registration. Name of entity' Counly of Riverside Contact name': First Regina Last Funderhurk Contact email address' RFunderburkl<lrivco arq Street address' 3,150 1,111-1 Slfeel 4th Floor, City' Riverside StalelProvince' Cali forma Postal code' 92501-3851 aupConr.,clrnlnr-wmOdA.INrn(IFMCgrr:cl7u 3} I ut:I Table of Contents Dell Marketing L.P. 3 MUTechnologies Country' USA Phone' 951-955 2265 Fax ❑ 1 his contact is a third party (not the entity) Warning This contact receives personally Identifiable inforrnalion of the enLb/ 3. Subscriptions manager-. This contact will assign NISUN. Cxpression, and TechrJet Plus subscription licenses to Ilse indivr(toal subscribers under this Enrollment of Regrslrelion Assignment of the subsciiption licenses Is n,acessary for access to any of the online benehta, such as subscription downloads. This contact will also manage any complimentary or additional media purchases related to these subscnplions Name of entity' County of Riverside Contact name': First Regina Last Fundeiburk Contact ernall address' RFundarbul6; 0lIVCo.Ci Street address' 3450 14th Street, 4th Floo( City' Riverside Slalelprovince' California Postal code' 92501-3861 Cotmtry` USA Phone* 951-955-22G5 Fax ❑ Tills contact is a third party (not the enhlyl Warning This contact receives personally identifiable information of the entity 4. Online services manager. This contacl will be provided online peunission, to manage the online services ordered Wide( the Enrollment or Registration Name of entity' County of Riverside Contact name': First Luis Last Flores Contact email address' LFFlores a tivco.oig Street address' 3450 1411) Street, 41h Floor City' Riverside StatelProvince' California Postal code' 9258'1-3801 Couolry" USA Phone'951.955-8114 Fax ❑ This contact is a third parry (not the entity). Warning This contact receives personally Idpr ifiable information of the entity Customer Support Manager, (CSM). This person Is designated as the Customer Sopport Manager JCSA1) for suppon-related activities Name of entity' County of Riverside Contact name'; First Luis Last Floes Contact email address' LFFlores al(ivco aig Strecl address' 3450 14th Street, 411, Floor City' Riverside SlatelProviuce' California Postal code' 92501.3861 Country' USA Phone` 951-955-8114 Fax 6. Primary contact information. An individual from inside the organizaliorr most serve as lie p(intaly contact. This contact receives online administrator permissions and may grant onlme access to olhels. This contact also receives all notices unless Microsoft is provided wnllen notice of a change. Name of mrtily" County of Riverside "ilpt:nnladllit ul' l)Iin(PJA,nJD)(IiNG)jL) i113) P+qc 2pt3 Contact name': First Jim Last Smith Contact email address' limeniilh@rivr;a.org Street address' 3450 14th Street, 4th Floor City Riverside SlatelPiovince' CA Postal code' 92501-356 1 Country' US Phone' 951-231.590g Fax Notices contact and online administrator information. This inJividunl receives online wiministr;glor permissions anal may grant nnl,ne excess to olheis This contact also receives all polices Q same as piin?y comae? Name of entity' Contact name' First Last Contact email address' Stroct address' City' State/Province' Postal Code' Country" Phone, Fax ❑ This contact is a Ihirrs party (not the entity) Warning This contact receives Personally identifiable information of the enwy. 3U{1r=O��laclllni iFnrin(Mn„IhIUll61.71�1f+io-m 13) F;"ge 3 cl S Microsoft Document Headersheet This is for informational purposes only . (M Se#: (MSLI 5-0000004275258 Tracking Number) Doc Type: Amendments Do not modify the formatting or spacing of this Form above this text Subsidiary: Account Manager Name / Alias: CountryUnited States LAR/LAD/ESA: Insight Direct USA, Inc. ProgramNerslon EA 6 2016 ACCOUNT: County of Riverside Outsourcer Name: Business Agreement Number: Master Agreement Number 8084445 Agreement Number: Purchase Order Number. Comments: 8/23/2019 9:42:40 PM (Scanning Code) i 0' Vc1f)nlTe I-lCc,.nsmg Amendment to Contract Documents nr��Em,�crrl aw��rorr 004-k,yleul-s-0.1 This, ;l ondmenl ("Aluendnwnl") is enlered ioln between the parties Idenlilfecl on the allached program signature foim. II amenrJs the Enl ellnlenl of Agree'nel II identified above_ All leans user) hilt nor flohnRd In IhiS AmrniLnenl. v+ill have the same meanings provid.�d in Thal Erlrellroenl nr Acp'eemen! Enterprise Agreement Custom Terms CTM 1 Suclinn fa. "fcrni', is hr_reby amended and reslalud as follows: a. Tenn. The term of this Agroenlont will remain In effect unless terminated by Olher party as desc,ihed heluw End, 6uolhnenl will have the. tarn provided in Thal Enmgrnenl 2 'file pnciag that Micwsufl will uffer Enrolled Affiliate':; Resellei for Ennrllmnnl; r'Hr. r.liuc hetweon Moveniher I, 2019 Through October 3), 2021 and that will apply for the entire initial term of such Enmlfinenls, is as follows, Product v —price'---- Examples Include but art) not limited to Level the (ollowing": Enterprise Online Services" bevel 1) M365 F3 and C5, Enterprise Mobility (incturling Pull USI_s From SA nllltus 7_i5 Secuiily E3 and E5, Office 365 Eotelpnse USLs, Add ons and Step Ups) Level D E I or E3, Windows 10 Enteipnse E3 or E5 Office 365 Pru Plus, Windoyts 10 Enterprise Products Enterprise, Core GAL Suite. 6nlerpnse CAL Suite Additional Products Level D N1365 F1, P0365 E5 ComPhance. W65 ES Somirily, OHic,� 3ti5 F-nlrnprisc F1 Projcrl Online. Visit) Online Plan 1 or Plan 2 Dynamics 365, Azure, SQL $ewer. Windows Server etc Server and Tools Product (applies lu Selvei and Cloud enrollments only) Ihe'l .miule.•,ncwe. uc6ne --- it tx,uvminU,I,111.1 Level D ShareFofnl Servei, SOL Server. BaT k Savor, Vls—I Studio Core nfraslrurturc Suiles, etc. llw1.1 nr .,nvsnrreni c'msl cxaimcra _ •rJ„al,`.yinn N n.,tri - vl- Ili ,of l in ,. Pr Oi;— 1—,,,, With Ih 11 voll�? I 'Fir',,, Ih, r,lll'�S for '1'iuy'� r'. A- —1.0y' N, s.--_,,V,'�Err1,�V'uN U-iW" S su!rje::I le d" yo "Ealwp,r- ll4- S-ivic'r_ ore,.,-<Ieo wel[r owa, -i zr G'T/vvGJ 1, ct ll'ti 1 F elusions apply to tho addde711n1 2% discount no Fnlerprise Online Services as follows: Rriu: c' 0p. VJ e Cl lot OPT OPi-FVYK 2D P.J. I of ? The price list month that applies to an orcer is not a factor in detemtining whelher the additional 2% discount un Enlegmse Online Ser VlleSnay he applied to an urder. The only , pplicar le factor 17, uln effective (late of the [wollment. The rliscaunt does riot apply to any extensions of Me initial Tenn or renewal FmOlmonli The dw!:an0 does lint apply to any p(nalollonal 91tUs Fwalled Affhate rs onfilled in the lower Cl( the I)1"Jr1lnhPnal price el discounted price The price ovel Ihat applies to Enrollmenls effective onm a0or November I, 2021 is Level 0 for all products. - The Reseller and the Enrolled Affiliate will detennine lhre Enrdlled Affiliate's actual price and paymmlil terms. Except for changes inade by Illis Aniendinenl, the Enrollment m Alipcement identified above remains unchanged and in full force and effc.l If there is any conflict between any provision in this Amendment and any Ulu•rislnn m the Eomliment or Agree(nenl idenhhed above, fills Amnnd... enl ";hall conhol I -This Amendment must he attached to a signature form to he valid. - Microsoft Internal Use Om : Riverside County LA Amend B.7.docx UNI C I M,CP'I'-OPT-IYUIt I ULI A.mer;unarb¢n m o rir•brrT-rrr-Phlh nn Pony.'• of ATTACHMENT NO 3 COUNTY OF RIVERSIDE AMENDMENT NO. 1 TO THE LICENSING SOLUTION PROVIDER AGREEMENT WITH Dell Marketing L.P. Original Contract Term: 11/01/2019 through 10/31/2021 Original Contract ID: PSA-0001524 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 Dell Marketing L.P. ("First Amendment"), dated as of 01 April 2020, is entered into by and between the County of Riverside ("COUNTY"), a political subdivision of the State of California, and Dell Marketing L.P. ("CONTRACTOR"), a Texas corporation, 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-0001524 (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: l . 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: "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." 4. Capitalized Terms/Amendment to Prevail. Unless defined herein or the context requires otherwise, all capitalized terms herein shall have the meaning defined in the Agreement, as heretofore BOS agenda #3.16 Approved 22 October 2019 Form #116-311 Revision Date: 01113/2016 RCIT 3450 141" Street, Riverside, CA 92501 COUNTY OF RIVERSIDE AMENDMENTNO. 1 TOTHE LICENSING SOLUTION PROVIDER AGREEMENT W ITI I Dell Marketing L.P. amended. '17ne provisions of this First Anentlment shall prevail over any inconsistency or comfficting provisions of Ilse Agreement, as heretofore amended, and shall supplement the remaining provisions thereol'. 5. Miscellaneous. Except as amended or modified herein. all the terms of the Agreement shall remain in full force and effect and shall apply twill) the Sallie force and effect. Time is of the essence in this First Amendment and the Agreement and each amtl 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 hind the hers. esecotOl:S. 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 ol'the Agreement and all such other provisions shall remain in fill force and effect. The language in all parts of the Agreenncnt shall be construed according 10 its normal and usual meaning and not strictly for or against either COUNTY or CONTRACTOR. 6. Effective Date. '['his First Amendment shall not be binding or consummated until its approval by the Riverside COunty Board orSupervisors 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 State OfCa By: — Richard R. Hai Senior Procurement Contract Specialist Dated: �28 20 2a APPROVED AS TO FORM Gregory P. Priamos C0411IN C�olmsel ✓ `Susanna Oh Dcpuly County Counsel Dell Marketing L.P., a Texas corporation y: Amanda E. Hudson Contragf's Manager ..3G' Dated:; 005 agenda 63.10 Approved 22 Oclober 2019 F01ni /1110.311 Revision Dale: 01/1312016 RCIT 3,150 W"' Slreel. Riverside. CA 92501 Dell Technologies Profile Dell Technologies Dell Technologies believes technology exists to drive human progress on a global scale - to create new markets, reshape industries, and improve the lives of every person on the planet. Our unique combination and unprecedented capabilities power true transformation for people and organizations everywhere. It's a journey that began over a generation ago, with our founder Michael Dell's vision to provide customers with a more powerful technology at a better value by rethinking how computers were manufactured and delivered. Around the same time, EMC began delivering compatible memory boards with higher reliability and then delivering data storage solutions scalable to enterprise level. Together these journeys completely changed the way the world sources, builds, and sells technology. Human progress is a journey, one we believe should be traveled together. Whether you know our journey well, or you're just beginning yours, we're honored to embark upon it with you. At Dell Technologies, all our leaders are innovation pioneers, driving the technological revolution forward. Together, and as individuals, our passion drives every idea, concept and solution we create. As a hybrid of digital experts, we deliver real results for customers across a spectrum of industries. To ensure our customers keep pace with digital innovation to accelerate their own success, Dell Technologies unites seven technology leaders in one company with the power to drive digital transformation and generate real results every day for the customers and people who partner with us. Dell: Dell gives today's workforce what they need to securely connect, produce, and collaborate; anywhere at any time. Award -winning desktops, laptops, 2-in-1s, and thin clients; powerful workstations and rugged devices made for specialized environments, as well as monitors, docking, and endpoint security solutions and services - workers get exactly what they need to work the way they want. Dell EMC: Dell EMC enables organizations to modernize, automate, and transform their data center using industry -leading converged infrastructure, servers, storage, and data protection technologies. Businesses get a trusted foundation to transform their IT and develop new and better ways to work through hybrid cloud, the creation of cloud -native applications, and big data solutions. Pivotal: Pivotal transforms how companies build and run software so they can innovate at start-up speed by using cutting -edge software development methodologies, a modern cloud platform, and analytics tools. RSA: RSA offers business -driven security solutions that uniquely link business context with security incidents to help organizations manage digital risk and protect what matters most. Dell Marketing L.P. 4 ^' LTechnoIogies Secureworks: Secureworks develops data -driven security solutions for your organization to detect and prevent breaches and cyberattacks. Virtustream: Virtustream provides cloud solutions built for the enterprise that are designed to run your most complex and critical applications with performance, security, and efficiency — whether private, public, or hybrid. VMware: VMware software powers the world's complex digital infrastructure. The company's compute, cloud, mobility, networking, and security offerings form a dynamic, consistent digital foundation to deliver the applications that power business innovation. Together, we are ready to help you transform your business and shape your future. Dell Marketing L.P. 5 ^' LTechnoIogies Contacts and Confidentiality Statement Contacts Name Laura Valdes Responsibility Proposal Manager Contact Information Laura Valdes(@Dell.com 512-723-6722 Christopher Boyington Software Technical Sales Rep Chris BovinatonCcaDelLcom 949-308-5350 Ed Moran Software Account Executive Ed MoranODell.com Confidentiality Statement: Dell, EMC, Dell EMC, and other trademarks are trademarks of Dell Technologies Inc. or its subsidiaries. All other trademarks used herein are the property of their respective owners. © Copyright 2020 Dell Technologies Inc. or its subsidiaries. All Rights Reserved. This proposal contains confidential material that is proprietary to Dell Technologies Inc. The materials, ideas and concepts contained herein are to be used exclusively to evaluate the capabilities of Dell Technologies Inc. to provide a solution for The City of West Covina. The information and ideas herein may not be disclosed to anyone outside of The City of West Covina to be used for purposes other than the evaluation of the capabilities of Dell Technologies Inc. Dell Technologies Inc. believes the information in this document is accurate as of its publication date. The information is subject to change without notice. Dell Marketing L.P. 6 Eli LTechnologies Executive Summary Executive Summary In responding to City's requirement, Dell has derived a solution that addresses your expressed business challenges and offers tangible financial, operational and business benefits. Dell offers superior quality and value of solutions through operational excellence based on: Expertise • Dell uses a Business Process Improvement (BPI) methodology, based upon the internationally recognized 6-Sigma, for continuous innovation and process quality improvement • Dell offers validated, best of breed solutions based on thousands of successful deployments • Intellectual property and solution project management are maintained by Dell Efficiency • Dell's solution framework (based upon industry best practice) can be customized to meet your business needs, and allows for rapid design and deployment of solutions • Our expertise in delivering core infrastructure services ensures the efficiency of solution planning, implementation and on -going maintenance Dependability • Dell's unique business model provides City with a single point of accountability for everything we do • Dell is passionate about its customer relationships. That passion means that you can be assured of high quality delivery — and also that doing business with Dell will be easy. Choosing Dell as your Supplier In summary, we believe that Dell can deliver real value to City's business. You can be assured that Dell is committed to deliver the solutions and services described in this proposal in a manner that will meet both your short- and long-term requirements. Dell Marketing L.P. 7 ^' LTechnoIogies