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HomeMy WebLinkAboutAGENDA REPORT 2023 1206 CCSA REG ITEM 10GCITY OF MOORPARK, CALIFORNIA City Council Meeting of December 6, 2023 ACTION APPROVED STAFF RECOMMENDATIONS. BY A. Hurtado. G. Consider Authorization to Purchase Microsoft Office and Server Licensing through CDW-G Utilizing the County of Riverside Cooperative Purchasing Agreement. Staff Recommendation: Approve the Cooperative Purchasing Agreement and authorize the City Manager to approve entering into a three-year agreement with Microsoft using CDW-G as the authorized reseller for Microsoft 365 productivity software and additional server software licensing. (Staff: Chris Thompson, Senior Information Systems Administrator) (ROLL CALL VOTE REQUIRED) Item: 10.G. MOORPARK CITY COUNCIL AGENDA REPORT TO: Honorable City Council FROM: Chris Thompson, Senior Information Systems Administrator DATE: 12/06/2023 Regular Meeting SUBJECT: Consider Authorization to Purchase Microsoft Office and Server Licensing through CDW-G Utilizing the County of Riverside Cooperative Purchasing Agreement BACKGROUND The City uses Microsoft Office software as a standard for business operations and productivity. Historically, the software licenses were perpetual, meaning that once the City purchased a software license, it was permanently owned for the supported life of the product. Over the last several years, Microsoft and many other vendors have migrated to a subscription based license model at a lower-cost annual fee to use the software. In 2020, the City was in need of upgrading the Office Suite software and performed a cost analysis for the upgrade. Based on the rates and quotes provided, it was in the City’s best interest for both cost and supportability to move away from the perpetual Office Enterprise License model to the Office 365 Subscription model. In December 2020, the City entered into a three-year agreement with Microsoft through CDW-G to purchase Microsoft Office 365 productivity software and additional Microsoft Server licensing, which is set to expire on December 31, 2023. The license agreement was also based on a Cooperative Purchasing Agreement negotiated by the County of Riverside, providing a substantial discount for the City in contracting for its software licensing and service needs. Many other municipalities and county agencies in California and Ventura County also utilize this Cooperative Agreement to purchase their Microsoft software. The agreement was beneficial in helping the City standardize its server/productivity software. Additionally, it provided the City the access Item: 10.G. 64 Honorable City Council 12/06/2023 Regular Meeting Page 2 to use the latest Microsoft products, provides maintenance benefits, cloud-based services, technical support, online training and streamlined license management. This ensured the City is consistently in compliance with Microsoft’s licensing policies. DISCUSSION Technology Infrastructure Evolution Over the years the City has incorporated additional applications to the City’s computing environment, resulting in an annual cost of $27,000 per year for Office Suite and Server licensing. The City has standardized operations with Microsoft software for its 80 users, 43 servers, email, and office productivity suite. The updated software has resulted in productivity gains due to additional features, increased stability, and user-friendly interface. Microsoft Office Software and Server Services With the pending expiration of the existing agreement, the City will be required to enter a new three-year Enterprise Agreement for continued licensing and support. This is required due to the nature of the subscription license model and to prevent any loss of services or applications, and to ensure that the City has access to the latest Microsoft technology. Additionally, the proposed three-year licensing agreement consolidates the productivity suite and additional needed SQL Database server and Exchange Email server licensing used for on-premise computing for Incode, Energov, ExecuTime, Email, and other critical systems used daily by City staff. The updated pricing includes a transition in the Microsoft platform, shifting from Office 365 (O365) to Microsoft 365 (M365). This shift serves as the necessary initial phase toward accessing additional security and server computing options that are not included in the standard office suite. In addition to the apps that City staff rely upon such as; Word, Excel, PowerPoint, Outlook, Teams, and other applications, M365 will include additional features for security, compliance, reporting, endpoint configuration, and mobile device management. The supplementary server licensing, although separate, will complement the new on- premise server hardware systems approved for purchase by the City Council on September 6, 2023. Cooperative Purchasing Pursuant to Moorpark Municipal Code Section 3.04.120, a formal Request for Proposals (RFP) bidding process was not required because CDW-G provided quotes for Microsoft 65 Honorable City Council 12/06/2023 Regular Meeting Page 3 software licensing based on the County of Riverside cooperative procurement agreement. Cooperative Purchasing provides efficient and streamlined process to purchase Microsoft software products. ENVIRONMENTAL DETERMINATION This action is exempt from the California Environmental Quality Act (CEQA) as it does not constitute a project, as defined by Section 15378 of the State CEQA Guidelines. Therefore, no environmental review is required. FISCAL IMPACT Should the City Council authorize the City Manager to renew the Enterprise Agreement, the new agreement will increase the City’s costs by $14,800 annually due to Microsoft’s new pricing model. The Enterprise Agreement is for a three-year term at an annual cost of $41,743, totaling $125,229. Additionally, there is a 10% contingency of $12,523 per year allocated for future Microsoft technology initiative, with a not-to-exceed amount of $162,800. Funds for the initial year have been budgeted in the appropriate account for Fiscal Year 2023/24. COUNCIL GOAL COMPLIANCE This action does not support a current strategic directive. STAFF RECOMMENDATION (ROLL CALL VOTE REQUIRED) Approve the Cooperative Purchasing Agreement and authorize the City Manager to approve entering into a three-year agreement with Microsoft using CDW-G as the authorized reseller for Microsoft 365 productivity software and additional server software licensing. Attachment A: Quote from CDW-G to City of Moorpark Attachment B: Microsoft Enterprise Enrollment Attachment C: County of Riverside Agreement MASSERV-0001787 66 Date 11/16/23 Account Manager Rashaad Boyd for VSL Specialist Brent Cameron Channel Price Sheet Month Oct. Unless otherwise noted, All Quotes expire upon current month's end Microsoft Part #Description Level Quantity Price Extended Price Extended Price Extended AAD-34704 M365 G3 Unified FUSL GCC Sub Per User D 80 $384.91 30,792.80$ 384.91$ 30,792.80$ 384.91$ 30,792.80$ AAL-45735 M365 G5 GCC Sub Per User D 5 $609.44 3,047.20$ 609.44$ 3,047.20$ 609.44$ 3,047.20$ 7NQ-00302 SQL Server Standard Core ALng LSA 2L D 4 $1,504.74 6,018.96$ 1,504.74$ 6,018.96$ 1,504.74$ 6,018.96$ 7NQ-00292 SQL Server Standard Core ALng SA 2L D 2 $644.92 1,289.84$ 644.92$ 1,289.84$ 644.92$ 1,289.84$ 312-02177 Exchange Server Standard ALng LSA D 2 $297.15 594.30$ 297.15$ 594.30$ 297.15$ 594.30$ Year 1 Total 41,743.10$ Year 2 Total 41,743.10$ Year 3 Total 41,743.10$ Three Year Total 125,229.30$ No Tax Referenced Riverside Contract: PSA-0001522 Current Enrollment#78934637 End Date: 12/31/2023 Exchange Enterprise would cost (1,1700.11) Per Year Per License Terms and Conditions of sales and services projects are governed by the terms at: http://www.cdwg.com/content/terms-conditions/product-sales.aspx Terms & Conditions Year 3Year 1 Year 2 Notes EA Quote Customer to make three annual payments to CDW•G CDW Government, LLC Microsoft Enterprise 6.6 Agreement Pricing Enterprise Quote CITY OF MOORPARK (931A22BB) ATTACHMENT A 67 TERMS AND CONDITIONS SALES AND SERVICE PROJECTS PLEASE READ THESE TERMS AND CONDITIONS VERY CAREFULLY THE TERMS AND CONDITIONS OF PRODUCT SALES AND SERVICE PROJECTS ARE LIMITED TO THOSE CONTAINED HEREIN. ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS IN ANY FORM DELIVERED BY YOU ("CUSTOMER") ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN. BY ACCEPTING DELIVERY OF THE PRODUCTS OR BY ENGAGING THE CDW AFFILIATE IDENTIFED ON THE INVOICE, STATEMENT OF WORK OR OTHER CDW DOCUMENTATION ("SELLER") TO PROVIDE PRODUCT OR PERFORM OR PROCURE ANY SERVICES, CUSTOMER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND CONDITIONS, UNLESS CUSTOMER AND SELLER HAVE SIGNED A SEPARATE AGREEMENT, IN WHICH CASE THE SEPARATE AGREEMENT WILL GOVERN. ANY GENERAL DESCRIPTION OF THE TYPES OF PRODUCTS OR SERVICES AND RESULTS THEREOF POSTED ON ANY SELLER WEBSITE OR MOBILE APPLICATION DO NOT CONSTITUTE PART OF THE AGREEMENT BETWEEN SELLER AND CUSTOMER. Important Information About These Terms and Conditions These Terms and Conditions constitute a binding contract between Customer and Seller and are referred to herein as either "Terms and Conditions" or this "Agreement". Customer accepts these Terms and Conditions by making a purchase from or placing an order with Seller or shopping on any Seller Website or Mobile Application (each, a "Site") or otherwise requesting products (the “Products”) or engaging Seller to perform or procure any Services (as this and all capitalized terms are defined herein). These Terms and Conditions are subject to change without prior notice, except that the Terms and Conditions posted on a Site at the time Customer places an order or signs a Statement of Work will govern the order in question, unless otherwise agreed in writing by Seller and Customer. Customer consents to receiving electronic records, which may be provided via a Web browser or e-mail application connected to the Internet; individual consumers may withdraw consent to receiving electronic records or have the record provided in non-electronic form by contacting Seller. In addition, Internet connectivity requires access services from an Internet access provider. Contact your local access provider for details. Electronic signatures (or copies of signatures sent via electronic means) are the equivalent of written and signed documents. Customer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these Terms and Conditions or any purchase order or invoice, or any document in electronic or written form that is signed and delivered by each of the parties for the performance of Services other than Third Party Services (each, a “Statement of Work”). This Agreement contains the entire understanding of the parties with respect to the matters contained herein and supersedes and replaces in its entirety any and all prior communications and contemporaneous agreements and understandings, whether oral, written, electronic or implied, if any, between the parties with respect to the subject matter hereof. Governing Law THESE TERMS AND CONDITIONS, ANY STATEMENTS OF WORK, THE SERVICES HEREUNDER AND ANY SALE OF PRODUCTS HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. ANY ARBITRATION, ENFORCEMENT OF AN ARBITRATION OR LITIGATION WILL BE BROUGHT EXCLUSIVELY IN COOK COUNTY, ILLINOIS, AND CUSTOMER CONSENTS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED THEREIN, SUBMITS TO THE JURISDICTION THEREOF AND WAIVES THE RIGHT TO CHANGE VENUE. CUSTOMER FURTHER CONSENTS TO THE EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH RESPECT TO ANY SUCH PROCEEDING. Except in the case of nonpayment, neither party may institute any action in any form arising out of these Terms and Conditions more than one (1) year after the cause of action has arisen. The rights and remedies provided Seller under these Terms and Conditions are cumulative, are in addition to, and do not limit or prejudice any other right or remedy available at law or in equity. Title; Risk of Loss If Customer provides Seller with Customer’s carrier account number or selects a carrier other than a carrier that regularly ships for Seller, title to Products and risk of loss or damage during shipment pass from Seller to Customer upon delivery to the carrier (F.O.B. Origin, freight collect). For all other shipments, title to Products and risk of loss or damage during shipment pass from Seller to Customer upon delivery to Terms and Conditions > Sales and Service Projects g Hardware Software Services IT Solutions Brands Research Hub CartWhat can we help you find today? Notifications Sign In 68 the specified destination (F.O.B. Destination, freight prepaid and added). Notwithstanding the foregoing, title to software will remain with the applicable licensor(s), and Customer's rights therein are contained in the license agreement between such licensor(s) and Customer. Services Customers may order services (collectively, "Services") from or through Seller from time to time. Certain Services may be provided by third parties, including, but not limited to, extended warranty service by manufacturers, and are sold by Seller as distributor or sales agent ("Third Party Services"). In the case of Third Party Services, Customer shall consider the third party to be the contracting party and the third party shall be the party responsible for providing the services to the Customer and Customer will look solely to the third party for any loss, claims or damages arising from or related to the provision of such Third Party Services. Customer and Customer’s Affiliates (defined below) hereby release Seller and Seller’s Affiliates (defined below) from any and all claims arising from or relating to the purchase or provision of any such Third Parties Services. Any amounts, including, but not limited to, taxes, associated with Third Party Services which may be collected by Seller will be collected solely in the capacity as an independent sales agent. For purposes of this Agreement (a) “Affiliate” means, with respect to Seller, entities that Control, are Controlled by, or are under common Control with Seller; and, with respect to Customer, entities both that Control are Controlled by, or are under common Control with Customer, and (b) “Control” or “Controlled” means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs of another whether by ownership of shares, ability to appoint officers, contract or otherwise. Where Services are ordered in a Statement of Work, each Statement of Work hereby incorporates these Terms and Conditions and constitutes a separate agreement with respect to the Services performed. Seller, or any of its Affiliates on behalf of Seller, may execute a Statement of Work. In the event of an addition to or a conflict between any term or condition of the Statement of Work and these Terms and Conditions, these Terms and Conditions will control, except as expressly amended in the applicable Statement of Work by specific reference to this Agreement. Each such amendment will be applicable only with respect to such Statement of Work and not to future Statements of Work. Changes to the scope of the Services described in a Statement of Work will be made only in a writing executed by authorized representatives of both parties. Seller will have no obligation to commence work in connection with any such change, unless and until the change is agreed upon in that writing executed by both parties. All such changes to the scope of the Services will be governed by these Terms and Conditions and the applicable Statement of Work. Each Statement of Work may be signed in separate counterparts each of which shall be deemed an original and all of which together will be deemed to be one original. Cooperation In addition to any specific Customer duties set forth in any applicable Statement of Work, Customer agrees to cooperate with Seller in connection with performance of the Services by providing: (i) timely responses to Seller's inquiries and requests for approvals and authorizations, (ii) access to any information or materials reasonably requested by Seller which are necessary or useful as determined by Seller in connection with providing the Services, including, but not limited to, physical and computer access to Customer's computer systems, and (iii) all Required Consents necessary for Seller to provide the Services. "Required Consents" means consents or approvals required to give Seller, its Affiliates, and its and their subcontractors the right or license to access, use and modify all data and third party products. Customer acknowledges and agrees that the Services are dependent upon the completeness and accuracy of information provided by Customer and the knowledge and cooperation of the agents, employees or subcontractors (“Personnel”) engaged or appointed by Customer who are selected by Customer to work with Seller. Seller will follow all reasonable Customer security rules and procedures, as communicated in writing by Customer to Seller from time to time. Access Seller may perform the Services at Customer's place of business, at Seller's own facilities or such other locations as Seller and Customer deem appropriate. When the Services are performed at Customer's premises, Seller will attempt to perform such Services within Customer's normal business hours unless otherwise jointly agreed to by the parties. Customer will also provide Seller access to Customer's staff and any other Customer resources (and when the Services are provided at another location designated by Customer, the staff and resources at such location) that Seller determines are useful or necessary for Seller to provide the Services. When the Services are provided on Customer's premises or at another location designated by Customer, Customer agrees to maintain adequate insurance coverage to protect Seller and Customer's premises and to indemnify and hold Seller and its Affiliates, and its and their agents and employees harmless from any loss, cost, damage or expense (including, but not limited to, attorneys' fees and expenses) arising out of any product liability, death, personal injury or property damage or destruction occurring at such location in connection with the performance of the Services, other than solely as a result of Seller's gross negligence or willful misconduct. Payment Orders are not binding upon Seller until accepted by Seller. Customer agrees to pay the total purchase price for the Products plus shipping (to the extent shipping is not prepaid by Customer), including shipping charges that are billed to Seller as a result of using Customer's carrier account number. Terms of payment are within Seller's sole discretion. In connection with Services being performed pursuant to a Statement of Work, Customer will pay for the Services in the amounts and in accordance with any payment schedule set forth in the applicable Statement of Work. If no payment schedule is provided, Customer will pay for the Services as invoiced by Seller. Invoices are due and payable within the time period specified on the invoice, measured from the date of invoice, subject to continuing credit approval by Seller. Seller, or any of its Affiliates on behalf of Seller may issue an invoice to Customer. Seller may invoice Customer separately for partial 69 shipments, and Seller may invoice Customer for all of the Services described in a Statement of Work or any portion thereof. Customer agrees to pay interest on all past-due sums at the lower of one and one-half percent (1.5%) per month or the highest rate allowed by law. Customer will pay for, and will indemnify and hold Seller and its Affiliates harmless from, any applicable sales, use, transaction, excise or similar taxes and any federal, state or local fees or charges (including, but not limited to, environmental or similar fees), imposed on, in respect of or otherwise associated with any Statement of Work, the Products or the Services. Customer must claim any exemption from such taxes, fees or charges at the time of purchase and provide Seller with the necessary supporting documentation. In the event of a payment default, Customer will be responsible for all of Seller’s costs of collection, including, but not limited to, court costs, filing fees and attorneys’ fees. In addition, if payments are not received as described above, Seller reserves the right to suspend Services until payment is received. Customer hereby grants to Seller a security interest in the Products to secure payment in full. Customer authorizes Seller to file a financing statement reflecting such security interest. Except as otherwise specified on an applicable Statement of Work, Customer will reimburse Seller for all reasonable out-of-pocket expenses incurred by Seller in connection with the performance of the Services, including, but not limited to, travel and living expenses. Export Sales If this transaction involves an export of items (including, but not limited to, commodities, software or technology) subject to the Export Administration Regulations, such items were exported from the United States by Seller in accordance with the Export Administration Regulations. Customer agrees that it will not divert, use, export or re-export such items contrary to United States law. Customer expressly acknowledges and agrees that it will not export, re-export, or provide such items to any entity or person within any country that is subject to United States economic sanctions imposing comprehensive embargoes without obtaining prior authorization from the United States Government. The list of such countries subject to United States economic sanctions or embargoes may change from time to time but currently includes Cuba, Iran, Sudan, and Syria. Customer also expressly acknowledges and agrees that it will not export, re-export, or provide such items to entities and persons that are ineligible under United States law to receive such items, including but not limited to, any person or entity on the United States Treasury Department’s list of Specially Designated Nationals or on the United States Commerce Department’s Denied Persons List, Entity List, or Unverified List. In addition, manufacturers' warranties for exported Products may vary or may be null and void for Products exported outside the United States. Warranties Customer understands that Seller is not the manufacturer of the Products purchased by Customer hereunder and the only warranties offered are those of the manufacturer, not Seller or its Affiliates. In purchasing the Products, Customer is relying on the manufacturer’s specifications only and is not relying on any statements, specifications, photographs or other illustrations representing the Products that may be provided by Seller or its Affiliates. SELLER AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES EITHER EXPRESS OR IMPLIED, RELATED TO PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF TITLE, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF NONINFRINGEMENT, OR ANY WARRANTY RELATING TO THIRD PARTY SERVICES. THE DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT THE TERMS OF ANY MANUFACTURER'S WARRANTY. Customer expressly waives any claim that it may have against Seller or its Affiliates based on any product liability or infringement or alleged infringement of any patent, copyright, trade secret or other intellectual property rights (each a “Claim”) with respect to any Product and also waives any right to indemnification from Seller or its Affiliates against any such Claim made against Customer by a third party. Customer acknowledges that no employee of Seller or its Affiliates is authorized to make any representation or warranty on behalf of Seller or any of its Affiliates that is not in this Agreement. Seller makes no warranties to the Customer and the Customer hereby acknowledges that Seller makes no warranties in regard to the applicability of all laws and regulations affecting, without limitation the manufacture, performance, sale, packaging and labelling of the Products which are in force within the Customer’s territory. Customer further acknowledges and agrees that Seller makes no representations, warranties or assurances that the Products are designed for or suitable for use in any high risk environment, including but not limited to aircraft or automobile safety devices or navigation, life support systems or medical devices, nuclear facilities, or weapon systems, and Customer agrees to indemnify Seller in connection with any such use of the Products. Customer further agrees to review and comply with the manufacture’s disclaimers and restrictions regarding the use of the Products in high risk environments. Seller warrants that the Services will be performed in a good and workmanlike manner. Customer's sole and exclusive remedy and Seller's entire liability with respect to this warranty will be, at the sole option of Seller, to either (a) use its reasonable commercial efforts to reperform or cause to be reperformed any Services not in substantial compliance with this warranty or (b) refund amounts paid by Customer related to the portion of the Services not in substantial compliance; provided, in each case, Customer notifies Seller in writing within five (5) business days after performance of the applicable Services. EXCEPT AS SET FORTH HEREIN OR IN ANY STATEMENT OF WORK THAT EXPRESSLY AMENDS SELLER'S WARRANTY, AND SUBJECT TO APPLICABLE LAW, SELLER MAKES NO OTHER, AND EXPRESSLY DISCLAIMS ALL OTHER, REPRESENTATIONS, WARRANTIES, CONDITIONS OR COVENANTS, EITHER EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DURABILITY, TITLE, ACCURACY OR NON-INFRINGEMENT) ARISING OUT OF OR RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY RELATING TO THIRD PARTY SERVICES, ANY WARRANTY WITH RESPECT TO THE PERFORMANCE OF ANY HARDWARE OR SOFTWARE USED IN PERFORMING SERVICES AND ANY WARRANTY CONCERNING THE RESULTS TO BE OBTAINED FROM THE SERVICES. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE. CUSTOMER ACKNOWLEDGES THAT NO REPRESENTATIVE OF SELLER OR OF ITS AFFILIATES IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF SELLER OR ANY OF ITS AFFILIATES THAT IS NOT IN THIS AGREEMENT OR IN A STATEMENT OF WORK EXPRESSLY AMENDING SELLER'S WARRANTY. Customer shall be solely responsible for daily back-up and other protection of its data and software against loss, damage or corruption. Customer shall be solely responsible for reconstructing data (including but not limited to data located on disk files and memories) and 70 software that may be lost, damaged or corrupted during the performance of Services. SELLER, ITS AFFILIATES, AND ITS AND THEIR SUPPLIERS, SUBCONTRACTORS AND AGENTS ARE HEREBY RELEASED AND SHALL CONTINUE TO BE RELEASED FROM ALL LIABILITY IN CONNECTION WITH THE LOSS, DAMAGE OR CORRUPTION OF DATA AND SOFTWARE, AND CUSTOMER ASSUMES ALL RISK OF LOSS, DAMAGE OR CORRUPTION OF DATA AND SOFTWARE IN ANY WAY RELATED TO OR RESULTING FROM THE SERVICES. Seller will not be responsible for and no liability shall result to Seller or any of its Affiliates for any delays in delivery or in performance which result from any circumstances beyond Seller’s reasonable control, including, but not limited to, Product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, embargo, acts of God or acts or laws of any government or agency. Any shipping dates or completion dates provided by Seller or any purported deadlines contained in a Statement of Work or any other document are estimates only. Pricing Information; Availability Disclaimer Seller reserves the right to make adjustments to pricing, Products and Service offerings for reasons including, but not limited to, changing market conditions, Product discontinuation, Product unavailability, manufacturer price changes, supplier price changes and errors in advertisements. All orders are subject to Product availability and the availability of Personnel to perform the Services. Therefore, Seller cannot guarantee that it will be able to fulfill Customer’s orders. If Services are being performed on a time and materials basis, any estimates provided by Seller are for planning purposes only. Credits Any credit issued by Seller to Customer for any reason must be used within two (2) years from the date that the credit was issued and may only be used for future purchases of Products and/or Services. Any credit or portion thereof not used within the two (2) year period will automatically expire. Limitation of Liability UNDER NO CIRCUMSTANCES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SET FORTH HEREIN, WILL SELLER, ITS AFFILIATES OR ITS OR THEIR SUPPLIERS, SUBCONTRACTORS OR AGENTS BE LIABLE FOR: (A) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS, REVENUES OR SAVINGS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR IF SUCH DAMAGES ARE OTHERWISE FORESEEABLE, IN EACH CASE, WHETHER A CLAIM FOR ANY SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY; (B) ANY CLAIMS, DEMANDS OR ACTIONS AGAINST CUSTOMER BY ANY THIRD PARTY; (C) ANY LOSS OR CLAIM ARISING OUT OF OR IN CONNECTION WITH CUSTOMER'S IMPLEMENTATION OF ANY CONCLUSIONS OR RECOMMENDATIONS BY SELLER OR ITS AFFILIATES BASED ON, RESULTING FROM, ARISING OUT OF OR OTHERWISE RELATED TO THE PRODUCTS OR SERVICES; OR (D) ANY UNAVAILABILITY OF THE PRODUCT FOR USE OR ANY LOST, DAMAGED OR CORRUPTED DATA OR SOFTWARE. IN THE EVENT OF ANY LIABILITY INCURRED BY SELLER OR ANY OF ITS AFFILIATES, THE ENTIRE LIABILITY OF SELLER AND ITS AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED THE LESSER OF: (A) THE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM OR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM; OR (B) $50,000.00. Limited License Customer's sole rights to the work product, materials and other deliverables to be provided or created (individually or jointly) in connection with the Services, including but not limited to, all inventions, discoveries, methods, processes, formulae, ideas, concepts, techniques, know-how, data, designs, models, prototypes, works of authorship, computer programs, proprietary tools, methods of analysis and other information (whether or not capable of protection by patent, copyright, trade secret, confidentiality, or other proprietary rights) or discovered in the course of performance of this Agreement that are embodied in such work or materials ("Work Product") will be, upon payment in full, a non-transferable, non-exclusive, royalty-free license to use such Work Products solely for Customer's internal use. Customer will have no ownership or other property rights thereto and Customer shall have no right to use any such Work Product for any other purpose whatsoever. Customer acknowledges that Sellers may incorporate intellectual property created by third parties into the Work Product (“Third Party Intellectual Property”). Customer agrees that its right to use the Work Product containing Third Party Intellectual Property may be subject to the rights of third parties and limited by agreements with such third parties. Confidential Information Each party anticipates that it may be necessary to provide access to information of a confidential nature of such party, the Affiliates or a third party (hereinafter referred to as "Confidential Information") to the other party in the performance of this Agreement and any Statement of Work. "Confidential Information" means any information or data in oral, electronic or written form which the receiving party knows or has reason to know is proprietary or confidential and which is disclosed by a party in connection with this Agreement or which the receiving party may have access to in connection with this Agreement, including but not limited to the terms and conditions of each Statement of Work. Confidential Information will not include information which: (a) becomes known to the public through no act of the receiving party; (b) was known to the receiving party, or becomes known to the receiving party from a third party having the right to disclose it and having no obligation of confidentiality to the disclosing party with respect to the applicable information; or (c) is independently developed by agents, employees or subcontractors of the receiving party who have not had access to such information. To the extent practicable, Confidential Information should be clearly identified or labeled as such by the disclosing party at the time of disclosure or as promptly thereafter as possible, however, failure to so identify or label such Confidential Information will not be evidence that such information is not confidential or protectable.71 Each party agrees to hold the other party's Confidential Information confidential for a period of three (3) years following the date of disclosure and to do so in a manner at least as protective as it holds its own Confidential Information of like kind but to use no less than a reasonable degree of care. Disclosures of the other party's Confidential Information will be restricted (i) to those individuals who are participating in the performance of this Agreement or the applicable Statement of Work and need to know such Confidential Information for purposes of providing or receiving the Products or Services or otherwise in connection with this Agreement or the applicable Statement of Work, or (ii) to its business, legal and financial advisors, each on a confidential basis. Each party agrees not to use any Confidential Information of the other party for any purpose other than the business purposes contemplated by this Agreement and the applicable Statement of Work. Upon the written request of a party, the other party will either return or certify the destruction of the Confidential Information of the other party. If a receiving party is required by law, rule or regulation, or requested in any judicial or administrative proceeding or by any governmental or regulatory authority, to disclose Confidential Information of the other party, the receiving party will give the disclosing party prompt notice of such request so that the disclosing party may seek an appropriate protective order or similar protective measure and will use reasonable efforts to obtain confidential treatment of the Confidential Information so disclosed. Return Privileges CDW allows Customer returns based on the policies of the original product manufacturer. Software is not returnable if the packaging has been opened. If software was distributed electronically, it is not returnable if the licenses were downloaded. For additional information see CDW's full Product Return Policy at the following link: Return Policy. Customers should contact CDW Customer Relations at 866.SVC.4CDW or e-mail at Customer Relations to initiate a return or for additional information. Customers must notify CDW Customer Relations of any damaged Products within fifteen (15) days of receipt. Termination Either party may terminate performance of a Service or a Statement of Work for cause if the other party fails to cure a material default in the time period specified herein. Any material default must be specifically identified in a written notice of termination. After written notice, the notified party will, subject to the provision of warranties herein, have thirty (30) days to remedy its performance except that it will only have ten (10) days to remedy any monetary default. Failure to remedy any material default within the applicable time period provided for herein will give cause for immediate termination, unless such default is incapable of being cured within the time period in which case the defaulting party will not be in breach (except for Customer’s payment obligations) if it used its reasonable efforts to cure the default. In the event of any termination of the Services or a Statement of Work, Customer will pay Seller for all Services performed and expenses incurred up to and including the date of termination plus any termination fee if one is set forth in the applicable Statement of Work. In such event Customer will also pay Seller for any out-of-pocket demobilization or other direct costs resulting from termination. Upon termination, all rights and obligations of the parties under this Agreement will automatically terminate except for any right of action occurring prior to termination, payment obligations and obligations that expressly or by implication are intended to survive termination (including, but not limited to, limitation of liability, indemnity, confidentiality, or licensing of Work Product and this survival provision). Provisions Related to Custom Imaging If in connection with the provision of Products or Services, Customer desires to have Seller provide installation of custom software images, Customer will be required to execute an Installation Indemnity Agreement, a form of which is provided at: https://www.cdw.com/content/cdw/en/landing-pages/installation-and-custom-engraving-indemnity-agreement.html Arbitration Any claim, dispute, or controversy (whether in contract, tort or otherwise, whether preexisting, present or future, and including, but not limited to, statutory, common law, intentional tort and equitable claims) arising from or relating to the Products, the Services, the interpretation or application of these Terms and Conditions or any Statement of Work or the breach, termination or validity thereof, the relationships which result from these Terms and Conditions or any Statement of Work (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories hereto), or Seller's or any of its Affiliates' advertising or marketing (collectively, a “Claim”) WILL BE RESOLVED, UPON THE ELECTION OF ANY OF SELLER, CUSTOMER OR THE THIRD PARTIES INVOLVED, EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. If arbitration is chosen, it will be conducted pursuant to the Rules of the American Arbitration Association. If arbitration is chosen by any party with respect to a Claim, neither Seller nor Customer will have the right to litigate that Claim in court or to have a jury trial on that Claim or to engage in pre-arbitration discovery, except as provided for in the applicable arbitration rules or by agreement of the parties involved. Further, Customer will not have the right to participate as a representative or member of any class of claimants pertaining to any Claim. Notwithstanding any choice of law provision included in these Terms and Conditions, this arbitration agreement is subject to the Federal Arbitration Act (9 U.S.C. §§ 1-16). The arbitration will take place exclusively in Chicago, Illinois. Any court having jurisdiction may enter judgment on the award rendered by the arbitrator(s). Each party involved will bear its own cost of any legal representation, discovery or research required to complete arbitration. The existence or results of any arbitration will be treated as confidential. Notwithstanding anything to the contrary contained herein, all matters pertaining to the collection of amounts due to Seller arising out of the Products or Services will be exclusively litigated in court rather than through arbitration. Personal Data 72 If and to the extent that Seller will process Personal Data on behalf of Customer in the provision of Services under this Agreement, the Data Processing Agreement provided at https://www.cdw.com/content/cdw/en/terms-conditions/cdw-data-processing-agreement.html shall apply to such processing and is incorporated by reference. As used herein, “Personal Data” means any information that identifies relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household in connection with the Services performed for Customer, including without limitation any information that qualifies as “personal information” or “personal data” under data protection laws applicable to Seller. Miscellaneous Seller may assign or subcontract all or any portion of its rights or obligations with respect to the sale of Products or the performance of Services or assign the right to receive payments, without Customer's consent. Customer may not assign these Terms and Conditions, or any of its rights or obligations herein without the prior written consent of Seller. Subject to the restrictions in assignment contained herein, these Terms and Conditions will be binding on and inure to the benefit of the parties hereto and their successors and assigns. No provision of this Agreement or any Statement of Work will be deemed waived, amended or modified by either party unless such waiver, amendment or modification is in writing and signed by both parties. The relationship between Seller and Customer is that of independent contractors and not that of employer/employee, partnership or joint venture. If any term or condition of this Agreement or a Statement of Work is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or conditions hereof or thereof or the whole of this Agreement or the applicable Statement of Work. Notices provided under this Agreement will be given in writing and deemed received upon the earlier of actual receipt or three (3) days after mailing if mailed postage prepaid by regular mail or airmail or one (1) day after such notice is sent by courier or facsimile transmission. Any delay or failure by either party to exercise any right or remedy will not constitute a waiver of that party to thereafter enforce such rights. International Services If and to the extent that any Statement of Work involves the provision of Services remotely by Seller to a Customer location outside of the United States, the following additional terms shall apply with respect to those Services only. Customer will pay for, and will indemnify, defend and hold Seller and its Affiliates and each of their respective directors, officers, employees and agents harmless from loss (of any kind), cost, damage or expense (including, but not limited to, attorney’s fees and expenses) arising out of any Taxes. Customer must claim any exemption from such taxes, fees or charges at the time of purchase and provide Seller with the necessary supporting documentation. Any taxes, charges, fees, penalties and interests in respect thereof that are the responsibility of Customer hereunder may be invoiced by Seller in the Product or Services invoices or separately. For purposes of this Section, “Taxes” means any applicable sales, use, transaction, value added, goods and services tax, harmonized sales tax, withholding tax, excise or similar taxes, and any foreign, provincial, federal, state or local fees or charges (including but not limited to, environmental or similar fees) and any income or business tax liability, including any penalties and interest in respect thereof, imposed on, in respect of or otherwise associated with any transaction hereunder, or the Purchased Items (except taxes on or measured by the net income of Seller). If the Laws or a governmental authority imposes or adopts regulation, or there is a change in the Laws, which requires Seller or any of its Affiliates to register and/or obtain a governmental license, permit, or consent to make the Services available within a jurisdiction, Seller has the right not to make available or terminate the Service to the Customer’s Affiliate(s) in such jurisdiction without any liability whatsoever to the Customer or its Affiliates. For purposes of this Agreement, “Laws” means any applicable federal, state, provincial, local, municipal, regional, foreign, international, multinational or other constitution, law, statute, treaty, rule, regulation, regulatory or legislative requirement, ordinance, license, restriction, judicial or administrative order, code, common law or other pronouncement having the effect of law. Customer and Seller are solely obligated to address and resolve all claims, controversies or disputes associated with provision of Services (including any damages or injuries to a party’s foreign Affiliates) in the United States as provided in the Arbitration clause above. In the event a party’s foreign Affiliate brings suit or makes a claim or demand against the other party or an Affiliate of the other party located outside of the United States, such party will work with its foreign Affiliate to dismiss the suit, claim, or demand, and such party will bring such suit, claim or demand against the other party directly in the United States instead. In addition, such party will reimburse the other party or the other party’s Affiliates for any of the costs or expenses that the other party or the other party’s Affiliates reasonably incurred while responding to the suit, claim or demand brought by such party’s foreign Affiliate. Version Date: 03-03-2023 Related Links Site Use Privacy Policy Product Recalls Site Accessibility Site Map 73 Cookie Notice Terms and Conditions Copyright © 2007 - 2023 CDW. All Rights Reserved. CDW®, CDW•G® and PEOPLE WHO GET IT® are registered trademarks of CDW LLC. All other trademarks and registered trademarks are the sole With full-stack expertise, CDW helps you design, orchestrate and manage technologies that drive business success. What We Solve Research Hub Products My Account Quick Order Status ABOUT US Why CDW About Us Accessibility Statement Careers Diversity and Inclusion ESG Investor Relations International Solutions Locations Newsroom & Media Suppliers HOW CAN WE HELP Customer Support / FAQs eProcurement e-Waste Recycling Leasing Services Product Recalls Product Finders CDW Outlet Contact An Expert: P 800.808.4239 | Email Us CDW CDW-G Canada CDW-UK Site Map Privacy Notice Do Not Sell or Share My Personal Information - Currently Sharing 74 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 1 of 10 Document X20-10635 Enterprise Enrollment State and Local Enterprise Enrollment number (Microsoft to complete) 78934637 Framework ID (if applicable) Previous Enrollment number (Reseller to complete) This Enrollment must be attached to a signature form to be valid. This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form as of the effective date. Enrolled Affiliate represents and warrants it is the same Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature form. This Enrollment consists of: (1) these terms and conditions, (2) the terms of the Enterprise Agreement identified on the signature form, (3) the Product Selection Form, (4) the Product Terms, (5) the Online Services Terms, (6) any Supplemental Contact Information Form, Previous Agreement/Enrollment form, and other forms that may be required, and (7) any order submitted under this Enrollment. This Enrollment may only be entered into under a 2011 or later Enterprise Agreement. By entering into this Enrollment, Enrolled Affiliate agrees to be bound by the terms and conditio ns of the Enterprise Agreement. All terms used but not defined are located at http://www.microsoft.com/licensing/contracts. In the event of any conflict the terms of this Agreement control. Effective date. If Enrolled Affiliate is renewing Software Assurance or Subscription Licenses from one or more previous Enrollments or agreements, then the effective date will be the day after the first prior Enrollment or agreement expires or terminates. If this Enrollment is renewed, the effective date of the renewal term will be the day after the Expiration Date of the initial term. Otherwise, the effective date will be the date this Enrollment is accepted by Microsoft. Any reference to “anniversary date” refers to the anniversary of the effective date of the applicable initial or renewal term for each year this Enrollment is in effect. Term. The initial term of this Enrollment will expire on the last day of the month, 36 full calendar months from the effective date of the initial term. The renewal term will expire 36 full calendar months after the effective date of the renewal term. Terms and Conditions 1.Definitions. Terms used but not defined in this Enrollment will have the definition in the Enterprise Agreement. The following definitions are used in this Enrollment: “Additional Product” means any Product identified as such in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. “Community” means the community consisting of one or more of the following: (1) a Government, (2) an Enrolled Affiliate using eligible Government Community Cloud Services to provide solutions to a Government or a qualified member of the Community, or (3) a Customer with Customer Data that is subject to Government regulations for which Customer determines and Microsoft agrees that the use of Government Community Cloud Services is appropriate to meet Customer’s regulatory requirements. ATTACHMENT B 75 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 2 of 10 Document X20-10635 Membership in the Community is ultimately at Microsoft’s discretion, which may vary by Government Community Cloud Service. “Enterprise Online Service” means any Online Service designated as an Enterprise Online Service in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Online Services are treated as Online Services, except as noted. “Enterprise Product” means any Desktop Platform Product that Microsoft designates as an Enterprise Product in the Product Terms and chosen by Enrolled Affiliate under this Enrollment. Enterprise Products must be licensed for all Qualified Devices and Qualified Users on an Enterprise-wide basis under this program. “Expiration Date” means the date upon which the Enrollment expires. “Federal Agency” means a bureau, office, agency, department or other entity of the United States Government. “Government” means a Federal Agency, State/Local Entity, or Tribal Entity acting in its governmental capacity. “Government Community Cloud Services” means Microsoft Online Services that are provisioned in Microsoft’s multi-tenant data centers for exclusive use by or for the Community and offered in accordance with the National Institute of Standards and Technology (NIST) Special Publication 800 -145. Microsoft Online Services that are Government Community Cloud Services are designated as such in the Use Rights and Product Terms. “Industry Device” (also known as line of business device) means any device that: (1) is not useable in its deployed configuration as a general purpose person al computing device (such as a personal computer), a multi-function server, or a commercially viable substitute for one of these systems; and (2) only employs an industry or task-specific software program (e.g. a computer-aided design program used by an architect or a point of sale program) (“Industry Program”). The device may include features and functions derived from Microsoft software or third-party software. If the device performs desktop functions (such as email, word processing, spreadsheets, database, network or Internet browsing, or scheduling, or personal finance), then the desktop functions: (1) may only be used for the purpose of supporting the Industry Program functionality; and (2) must be technically integrated with the Industry Program or e mploy technically enforced policies or architecture to operate only when used with the Industry Program functionality. “Managed Device” means any device on which any Affiliate in the Enterprise directly or indirectly controls one or more operating system environments. Examples of Managed Devices can be found in the Product Terms. “Qualified Device” means any device that is used by or for the benefit of Enrolled Affiliate’s Enterprise and is: (1) a personal desktop computer, portable computer, workstation, o r similar device capable of running Windows Pro locally (in a physical or virtual operating system environment), or (2) a device used to access a virtual desktop infrastructure (“VDI”). Qualified Devices do not include any device that is: (1) designated as a server and not used as a personal computer, (2) an Industry Device, or (3) not a Managed Device. At its option, the Enrolled Affiliate may designate any device excluded above (e.g., Industry Device) that is used by or for the benefit of the Enrolled Affiliate’s Enterprise as a Qualified Device for all or a subset of Enterprise Products or Online Services the Enrolled Affiliate has selected. “Qualified User” means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a Qualified Device, or (2) accesses any server software requiring an Enterprise Product Client Access License or any Enterprise Online Service. It does not include a person who accesses server software or an Online Service solely under a License identified in the Qualified User exemptions in the Product Terms. “Reseller” means an entity authorized by Microsoft to resell Licenses under this program and engaged by an Enrolled Affiliate to provide pre- and post-transaction assistance related to this agreement; “Reserved License” means for an Online Service identified as eligible for true-ups in the Product Terms, the License reserved by Enrolled Affiliate prior to use and for which Microsoft will make the Online Se rvice available for activation. 76 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 3 of 10 Document X20-10635 "State/Local Entity" means (1) any agency of a state or local government in the United States, or (2) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer’s state and located within Customer’s state’s jurisdiction and geographic boundaries. “Tribal Entity” means a federally recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe. “Use Rights” means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Si te and updated from time to time. The Use Rights include the Product-Specific License Terms, the License Model terms, the Universal License Terms, the Data Protection Terms, and the Other Legal Terms. The Use Rights supersede the terms of any end user license agreement (on-screen or otherwise) that accompanies a Product. “Volume Licensing Site” means http://www.microsoft.com/licensing/contracts or a successor site. 2. Order requirements. a. Minimum order requirements. Enrolled Affiliate’s Enterprise must have a minimum of 250 Qualified Users or Qualified Devices. The initial order must include at least 250 Licenses for Enterprise Products or Enterprise Online Services. (i) Enterprise commitment. Enrolled Affiliate must order enough Licenses to cover all Qualified Users or Qualified Devices, depending on the License Type, with one or more Enterprise Products or a mix of Enterprise Products and the corresponding Enterprise Online Services (as long as all Qualified Devices not covered by a License are only used by users covered with a user License). (ii) Enterprise Online Services only. If no Enterprise Product is ordered, then Enrolled Affiliate need only maintain at least 250 Subscription Licenses for Enterprise Online Services. b. Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products. c. Use Rights for Enterprise Products. For Enterprise Products, if a new Product version has more restrictive use rights than the version that is current at the start of the applicable initial or renewal term of the Enrollment, those more restrictive use rights will not apply to Enrolled Affiliate’s use of that Product during that term. d. Country of usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders. e. Resellers. Enrolled Affiliate must choose and maintain a Reseller authorized in the United States. Enrolled Affiliate will acquire its Licenses through its chosen Reseller. Orders must be submitted to the Reseller who will transmit the order to Microsoft. The Reseller and Enrolled Affiliate determine pricing and payment terms as between them, and Microsoft will invoice the Reseller based on those terms. Throughout this Agreement the term “price” refers to reference price. Resellers and other third parties do not have authority to bind or impose any obligation or liability on Microsoft. f. Adding Products. (i) Adding new Products not previously ordered. New Enterprise Products or Enterprise Online Services may be added at any time by contacting a Microsoft Account Manager or Reseller. New Additional Products, other than Online Services, may be used if an order is placed in the month the Product is first used. For Additional Products that are Online Services, an initial order for the Online Service is required prior to use. 77 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 4 of 10 Document X20-10635 (ii) Adding Licenses for previously ordered Products. Additional Licenses for previously ordered Products other than Online Services may be added at any time but must be included in the next true-up order. Additional Licenses for Online Services must be ordered prior to use, unless the Online Services are (1) identified as eligible for true -up in the Product Terms or (2) included as part of other Licenses. g. True-up requirements. Enrolled Affiliate must submit an annual true-up order that accounts for any changes since the initial order or last order. If there are no changes, then an update statement must be submitted instead of a true-up order. (i) Enterprise Products. For Enterprise Products, Enrolled Affiliate must determine the number of Qualified Devices and Qualified Users (if ordering user-based Licenses) at the time the true-up order is placed and must order additional Licenses for all Qualified Devices and Qualified Users that are not already covered by existing Licenses, including any Enterprise Online Services. (ii) Additional Products. For Additional Products that have been previously ordered under this Enrollment, Enrolled Affiliate must determine the maximum number of Additional Products used since the latter of the initial order, the last true-up order, or the prior anniversary date and submit a true-up order that accounts for any increase. (iii) Online Services. For Online Services identified as eligible for true-up in the Product Terms, Enrolled Affiliate may place a reservation order for the additional Licenses prior to use and payment may be deferred until the next true -up order. Microsoft will provide a report of Reserved Licenses ordered but not yet invoiced to Enrolled Affiliate and its Reseller. Reserved Licenses will be invoiced retrospectively to the month in which they were ordered. (iv) Subscription License reductions. Enrolled Affiliate may reduce the quantity of Subscription Licenses at the Enrollment anniversary date on a prospective basis if permitted in the Product Terms, as follows: 1) For Subscription Licenses that are part of an Enterprise-wide purchase, Licenses may be reduced if the total quantity of Licenses and Software Assurance for an applicable group meets or exceeds the quantity of Qualified Devices and Qualified Users (if ordering user-based Licenses) identified on the Product Selection Form, and includes any additional Qualified Devices and Qualified Users added in any prior true-up orders. Step-up Licenses do not count towards this total count. 2) For Enterprise Online Services that are not a part of an Enterprise-wide purchase, Licenses can be reduced as long as the initial order minimum req uirements are maintained. 3) For Additional Products available as Subscription Licenses, Enrolled Affiliate may reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate’s use of the applicable Subscription License will be cancelled. Invoices will be adjusted to reflect any reductions in Subscription Licenses at the true -up order Enrollment anniversary date and effective as of such date. (v) Update statement. An update statement must be submitted instead of a true-up order if, since the initial order or last true-up order, Enrolled Affiliate’s Enterprise: (1) has not changed the number of Qualified Devices and Qualified Users licensed with Enterprise Products or Enterprise Online Services; and (2) has not increased its usage of Additio nal Products. This update statement must be signed by Enrolled Affiliat e’s authorized representative. (vi) True-up order period. The true-up order or update statement must be received by Microsoft between 60 and 30 days prior to each Enrollment anniversary da te. The third- year true-up order or update statement is due within 30 days prior to the Expiration Date, and any license reservations within this 30 day period will not be accepted. Enrolled Affiliate 78 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 5 of 10 Document X20-10635 may submit true-up orders more often to account for increases in Product usage, but an annual true-up order or update statement must still be submitted during the annual order period. (vii) Late true-up order. If the true-up order or update statement is not received when due, Microsoft will invoice Reseller for all Reserved Licenses not previously invoiced and Subscription License reductions cannot be reported until the following Enrollment anniversary date (or at Enrollment renewal, as applicable). h. Step-up Licenses. For Licenses eligible for a step-up under this Enrollment, Enrolled Affiliate may step-up to a higher edition or suite as follows: (i) For step-up Licenses included on an initial order, Enrolled Affiliate may order according to the true-up process. (ii) If step-up Licenses are not included on an initial order, Enrolled Affiliate may step-up initially by following the process described in the Section titled “Adding new Products not previously ordered,” then for additional step-up Licenses, by following the true-up order process. i. Clerical errors. Microsoft may correct clerical errors in this Enrollment, and any documents submitted with or under this Enrollment, by providing notice by email and a reasonable opportunity for Enrolled Affiliate to object to the correction. Clerical errors include minor mistakes, unintentional additions and omissions. This provision does not apply to material terms, such as the identity, quantity or price of a Product ordered. j. Verifying compliance. Microsoft may, in its discretion and at its expense, verify compliance with this Enrollment as set forth in the Enterprise Agreement. 3. Pricing. a. Price Levels. For both the initial and any renewal term Enrolled Affiliate’s Price Level for all Products ordered under this Enrollment will be Level “D” throughout the term of the Enrollment. b. Setting Prices. Enrolled Affiliate’s prices for each Product or Service will be established by its Reseller. Except for Online Services designated in the Product Terms as being exempt from fixed pricing, As long as Enrolled Affiliate continue s to qualify for the same price level, Microsoft’s prices for Resellers for each Product or Service ordered will be fixed throughout the applicable initial or renewal Enrollment term. Microsoft’s prices to Resellers are reestablished at the beginning of the renewal term. 4. Payment terms. For the initial or renewal order, Microsoft will invoice Enrolled Affiliate’s Reseller in three equal annual installments. The first installment will be invoiced upon Microsoft’s acceptance of this Enrollment and remaining installments will be invoiced on each subsequent Enrollment anniversary date. Subsequent orders are invoiced upon acceptance of the order and Enrolled Affiliate may elect to pay annually or upfront for Online Services and upfront for all other Licenses. 5. End of Enrollment term and termination. a. General. At the Expiration Date, Enrolled Affiliate must immediately order and pay for Licenses for Products it has used but has not previously submitted an order, except as otherwis e provided in this Enrollment. b. Renewal option. At the Expiration Date of the initial term, Enrolled Affiliate can renew Products by renewing this Enrollment for one additional 36-month term or by signing a new Enrollment. Microsoft must receive a Renewal Form, Product Selection Form, and renewal order prior to or at the Expiration Date. Microsoft will not unreasonably reject any renewal. 79 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 6 of 10 Document X20-10635 Microsoft may make changes to this program that will make it necessary for Customer and its Enrolled Affiliates to enter into new agreements and Enrollments at renewal. c. If Enrolled Affiliate elects not to renew. (i) Software Assurance. If Enrolled Affiliate elects not to renew Software Assurance for any Product under its Enrollment, then Enrolled Affiliate will not be permitted to order Software Assurance later without first acquiring a new License with Software Assurance. (ii) Online Services eligible for an Extended Term. For Online Services identified as eligible for an Extended Term in the Product Terms, the following options are available at the end of the Enrollment initial or renewal term. 1) Extended Term. Licenses for Online Services will automatically expire in accordance with the terms of the Enrollment. An extended term feature that allows Online Services to continue month-to-month (“Extended Term”) is available. During the Extended Term, Online Services will be invoiced monthly at the then -current published price as of the Expiration Date plus a 3% administrative fee for up to one year. If Enrolled Affiliate wants an Extended Term, Enrolled Affiliate must submit a request to Microsoft at least 30 days prior to the Expiration Date. 2) Cancellation during Extended Term. At any time during the first year of the Extended Term, Enrolled Affiliate may terminate the Extended Term by submitting a notice of cancellation to Microsoft for each Online Service. Thereafter, either party may terminate the Extended Term by providing the other with a notice of cancellation for each Online Service. Cancellation will be effective at the end of the month following 30 days after Microsoft has received or issued the notice. (iii) Subscription Licenses and Online Services not eligible for an Extended Term. If Enrolled Affiliate elects not to renew, the Licenses will be cancelled and will terminate as of the Expiration Date. Any associated media must be uninstalled and destroyed and Enrolled Affiliate’s Enterprise must discontinue use. Microsoft may request written certification to verify compliance. d. Termination for cause. Any termination for cause of this Enrollment will be subject to the “Termination for cause” section of the Agreement. In addition, it shall be a breach of this Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise that uses Government Community Cloud Services fails to meet and maintain the conditions of membership in the definition of Community. e. Early termination. Any early termination of this Enrollment will be subject to the “Early Termination” Section of the Enterprise Agreement. For Subscription Licenses, in the event of a breach by Microsoft, or if Microsoft terminates an Online Service for regulatory reasons, Microsoft will issue Reseller a credit for any amount paid in advance for the period after termination. 6. Government Community Cloud. a. Community requirements. If Enrolled Affiliate purchases Government Community Cloud Services, Enrolled Affiliate certifies that it is a member of the Community and agrees t o use Government Community Cloud Services solely in its capacity as a member of the Community and, for eligible Government Community Cloud Services, for the benefit of end users that are members of the Community. Use of Government Community Cloud Services by an entity that is not a member of the Community or to provide services to non-Community members is strictly prohibited and could result in termination of Enrolled Affiliate’s license(s) for Government Community Cloud Services without notice. Enrolled Affiliate acknowledges that only Community members may use Government Community Cloud Services. b. All terms and conditions applicable to non-Government Community Cloud Services also apply 80 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 7 of 10 Document X20-10635 to their corresponding Government Community Cloud Services, except as otherwise noted in the Use Rights, Product Terms, and this Enrollment. c. Enrolled Affiliate may not deploy or use Government Community Cloud Services and corresponding non-Government Community Cloud Services in the same domain. d. Use Rights for Government Community Cloud Services. For Government Community Cloud Services, notwithstanding anything to the contrary in the Use Rights: (i) Government Community Cloud Services will be offered only within the United States. (ii) Additional European Terms, as set forth in the Use Rights, will not apply. (iii) References to geographic areas in the Use Rights with respect to the location of Customer Data at rest, as set forth in the Use Rights, refer only to the United States. 81 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 8 of 10 Document X20-10635 Enrollment Details 1. Enrolled Affiliate’s Enterprise. a. Identify which Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate’s Enterprise must consist of entire offices, bureaus, agencies, departments or other entities of Enrolled Affiliate, not partial offices, bureaus, agencies, or departments, or other partial entities. Check only one box in this section. If no boxes are checked, Microsoft will deem the Enterprise to include the Enrolled Affiliate only. If more than one box is checked, Microsoft will deem the Enterprise to include the largest number of Affiliates:  Enrolled Affiliate only  Enrolled Affiliate and all Affiliates  Enrolled Affiliate and the following Affiliate(s) (Only identify specific affiliates to be included if fewer than all Affiliates are to be included in the Enterprise):  Enrolled Affiliate and all Affiliates, with following Affiliate(s) excluded: b. Please indicate whether the Enrolled Affiliate’s Enterprise will include all new Affiliates acquired after the start of this Enrollment: Include future Affiliates 2. Contact information. Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisks (*) indicate required fields. By providing contact information, Enrolled Affiliate consents to its use for purposes of administering this Enrollment by Microsoft, its Affiliates, and other parties that help administer this Enrollment. The personal information provided in connection with this Enrollment will be used and protected in accordance with the privacy statement available at https://www.microsoft.com/licensing/servicecenter. a. Primary contact. This contact is the primary contact for the Enrollment from within Enrolled Affiliate’s Enterprise. This contact is also an Online Administrator for the Volume Licensing Service Center and may grant online access to others. The primary contact will be the default contact for all purposes unless separate contacts are identified for specific purposes Name of entity (must be legal entity name)* CITY OF MOORPARK Contact name* First Chris Last Thompson Contact email address* cthompson@moorparkca.gov Street address* 799 MOORPARK AVENUE City* MOORPARK State* CA Postal code* 93021- (Please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* 805-517-6248 Tax ID * indicates required fields b. Notices contact and Online Administrator. This contact (1) receives the contractual notices, (2) is the Online Administrator for the Volume Licensing Service Center and may grant online access to others, and (3) is authorized to order Reserved Licenses for eligible Online Servies, including adding or reassigning Licenses and stepping-up prior to a true-up order. 82 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 9 of 10 Document X20-10635  Same as primary contact (default if no information is provided below, even if the box is not checked). Contact name* First Chris Last Thompson Contact email address* cthompson@moorparkca.gov Street address* 799 MOORPARK AVENUE City* MOORPARK State* CA Postal code* 93021- (Please provide the zip + 4, e.g. xxxxx-xxxx) Country* United States Phone* 805-517-6248 Language preference. Choose the language for notices. English  This contact is a third party (not the Enrolled Affiliate). Warning: This contact receives personally identifiable information of the Customer and its Affiliates. * indicates required fields c. Online Services Manager. This contact is authorized to manage the Online Services ordered under the Enrollment and (for applicable Online Services) to add or reassign Licenses and step-up prior to a true-up order. Same as notices contact and Online Administrator (default if no information is provided below, even if box is not checked) Contact name*: First Last Contact email address* Phone* This contact is from a third party organization (not the entity). Warning: This contact receives personally identifiable information of the entity. * indicates required fields d. Reseller information. Reseller contact for this Enrollment is: Reseller company name* CDW Logistics, Inc. Street address (PO boxes will not be accepted)* 200 N. Milwaukee Avenue City* Vernon Hills State* IL Postal code* 60061 Country* United States Contact name* Brent Cameron Phone* 847-465-6000 Contact email address* brencam@cdw.com * indicates required fields By signing below, the Reseller identified above confirms that all information provided in this Enrollment is correct. Signature* Printed name* Printed title* Date* * indicates required fields Changing a Reseller. If Microsoft or the Reseller chooses to discontinue doing business with each other, Enrolled Affiliate must choose a replacement Reseller. If Enrolled Affiliate or the Reseller intends to terminate their relationship, the initiating party must notify Microsoft and the 83 EA20201EnrGov(US)SLG(ENG)(Oct2019) Page 10 of 10 Document X20-10635 other party using a form provided by Microsoft at least 90 days prior to the date on which the change is to take effect. e. If Enrolled Affiliate requires a separate contact for any of the following, attach the Supplemental Contact Information form. Otherwise, the notices contact and Online Administrator remains the default. (i) Additional notices contact (ii) Software Assurance manager (iii) Subscriptions manager (iv) Customer Support Manager (CSM) contact 3. Financing elections. Is a purchase under this Enrollment being financed through MS Financing?  Yes,  No. If a purchase under this Enrollment is financed through MS Financing, and Enrolled Affiliate chooses not to finance any associated taxes, it must pay these taxes directly to Microsoft. 84 EAEnrAmend(NA)(ENG)(May2018) Sub 250 Program W29 O Page 1 of 2 Enterprise Sub 250 Program Amendment ID W29 The parties agree that the Enrollment is amended as follows: 1. On the first page of the Enrollment, the following is added after the second paragraph: By entering into this Enrollment, the Enrolled Affiliate agrees that (1) it also has 25 or more Qualified Devices or Qualified Users; or (2) as a condition of entering into this Enrollment with 25 -249 Qualified Devices or Qualified Users, Enrolled Affiliate has elected not to receive CD ROMs as part of the Enrollment and therefore no CD ROMs will automatically be shipped. If Enrolled Affiliate is enrolling with 25-249 Qualified Devices or Qualified Users and it would like to receive CD ROM Kits and updates, Enrolled Affiliate may order these through its Reseller for a fee. The submission of this Amendment can only be placed against a 2011 Enterprise Agreement or an Enrollment that has the Updated EA Amendment terms and conditions applied. The submittal of this Amendment may not be contingent on submittal of a new Enterprise Agreement. 2. Section 2a of the Enrollment titled “Order Requirements”, is hereby amended and restated in its entirety with the following: a. Minimum Order Requirements. Enrolled Affiliate’s Enterprise must have a minimum of 25 Qualified Users or Qualified Devices. (i) Initial Order. Initial order must include at least 25 Licenses from one of the four groups outlined in the Product Selection Form. (ii) If choosing Enterprise Products. If choosing Enterprise Products in a specific group outlined in the Product Selection Form, Enrolled Affiliate’s initial order must include an Enterprise-wide selection of one or more Enterprise Products or a mix of Enterprise Products and corresponding Enterprise Online Services for that group. (iii) Additional Products. Upon satisfying the minimum order requirements above, Enrolled Affiliate may order Additional Products. (iv) Country of Usage. Enrolled Affiliate must specify the countries where Licenses will be used on its initial order and on any additional orders. (v) Enterprise Online Services only. If no Enterprise Product is ordered, then Enrolled Affiliate need only maintain at least 25 Subscription Licenses for Enterprise Online Services. 3. Software Assurance renewal. Renewing Software Assurance: If Enrolled Affiliate will be renewing Products Software Assurance coverage from a separate agreement, check this box.  By checking the above box, a new section is added to the Enrollment entitled “Software Assurance Addition.” Software Assurance Addition. Enrolled Affiliate is permitted to and will include in its initial order under this Enrollment Software Assurance quantities from eligible Program’s identified in the table below, even though Enrolled Affiliate is not otherwise eligible to order such Software Assurance without simultaneously ordering a License. 85 EAEnrAmend(NA)(ENG)(May2018) Sub 250 Program W29 O Page 2 of 2 Enrolled Affiliate agrees that any perpetual Licenses received through the New Software Assurance shall supersede and replace the underlying Licenses, and the underlying Licenses are not to be transferred separately from any Licenses received through the New Software Assurance. Any remaining payment obligations with respect to the underlying Licenses shall continue in effect. Program License ID Number Expiration Date <> <> <> 86 AGREEMENT #MASSERV-0001787 AGREEMENT #MASSERV-0001787 for COMPUTER HARDWARE AND SERVICES between COUNTY OF RIVERSIDE and CDW GOVERNMENT, LLC This Agreement is entered between the COUNTY OF RIVERSIDE, a political subdivision of the State of California, (herein referred to as "COUNTY"), and CDW Government, LLC, an Illinois limited liability company(herein referred to as "CONTRACTOR") with a primary place of business at 230 N. Milwaukee Avenue, Vernon Hills, IL 60061, effective March 30, 2020, based on CONTRACTOR's response to RFQ # RIVCO-2020-RFQ-0000062 for Apple, Cisco, Dell, HP, Lenovo, Microsoft Computer Hardware. The parties agree as follows: 1. This Agreement is available for use by all departments of the County of Riverside. 2. The CONTRACTOR agrees to extend the same pricing, terms, and conditions as stated in this Agreement to COUNTY department (s) ("Department") and every political entity, special district, and related non-profit entity that purchases Apple, Lenovo and Microsoft hardware and/or services through the CONTRACTOR. COUNTY and the Manufacturers (Apple, Lenovo, Microsoft) of the hardware and/or services are governed by this Agreement and the COUNTY's General Terms and Conditions referenced in the RFQ. Each Department and other entities shall make purchases in their own name, make direct payment, and be liable directly to the CONTRACTOR for all obligations; and County shall in no way be responsible to CONTRACTOR for other entities' purchases. 3. This Agreement shall be effective upon signature by both parties and continues in effect through March 30, 2025, unless terminated earlier. 4. Compensation The COUNTY shall pay the CONTRACTOR for hardware and/or services provided by the CONTRACTOR incurred in accordance with the terms of this Agreement. The COUNTY is not responsible for any fees or costs incurred and shall have no obligation to purchase any specified amount of hardware or services. All invoices will be due and payable Net 30 days after date of invoice. 1 ATTACHMENT C 87 AGREEMENT #MASSERV-0001787 5. Warranties: 5.1 CONTRACTOR agrees to pass through to COUNTY any warranties and indemnities given by any manufacturer, lessor, or licensor, in connection with hardware, software or other products or services used by CONTRACTOR under this Agreement to the same extent permitted by the terms and conditions of such warranties and indemnities, including all parts and labor; and the COUNTY has an option to purchase additional extended warranty if need ~-• 5.2 CONTRACTOR shall warrant all products purchased, per the original manufacturer warranty provisions as a minimum, as well as any subsequent models requested during the life of the contract, to be free from defects in material and workmanship for a minimum period of one year from the date of delivery. 5.3 For any defective equipment the COUNTY receives, CONTRACTOR shall coordinate all manufacturer repairs/services for equipment under warranty. 5.4 CONTRACTOR shall notify the COUNTY when notified by the manufacturer of faulty equipment and/or recalled equipment, within five working days, and notify all affected COUNTY departments and Purchasing and replace at CONTRACTOR's cost all such faulty equipment immediately. 6. Manufacturer consistency: CONTRACTOR shall not change the model number or specifications of equipment from contract and current price list without notifying the COUNTY and obtaining a written approval from County Purchasing Department. Failure to adhere to this request may be a cause for contract termination, return of equipment to the reseller at no cost to the COUNTY, and a charge to the reseller for any additional costs incurred by the COUNTY to secure the correct equipment from a different source. 7. Hold Harmless/Indemnification: 7.1 CONTRACTOR shall indemnify and hold harmless the County of Riverside, its Agencies, Districts, Special Districts and Departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives ((individually and collectively hereinafter referred to as Indemnitees) from any liability, action, claim or damage whatsoever, based or asserted upon any services, or acts or omissions, of CONTRACTOR, its officers, employees, subcontractor, 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 elemel of any kind or nature. CONTRACTOR shall defend the Indemnitees at its sole expense incl1'cting all costs and fees (including, but not limited, to attorney fees, cost of investigation, defe e and settlements or awards) in any claim or action based upon such acts, omissions or se , ces. 2 \ 88 AGREEMENT #MASSERV-0001787 7 .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. 7.3 CONTRACTOR 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. 8. Termination: 8.1 Either party may terminate this Agreement without cause upon thirty (30) days written notice served upon the other party stating the extent and effective date of termination. 8.2 Either party may, upon five (5) days written notice terminate this Agreement for the non-terminating party's default, if the other party refuses or fails to comply with the terms of this Agreement or fails to make progress that may endanger performance and does not cure such failure within thirty (30) business days receipt of written notice of any such default. 8.3 Either party'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 that party; or in the event of that party's unwillingness or inability for any reason whatsoever to perform the terms of this Agreement. 9. Limitation of Liability 9.1 CONTRACTOR's liability to the COUNTY under the Agreement shall not, in respect of damage to tangible property, exceed $1,000,000 in yearly aggregate (such period to commence on the date of delivery of the Products); or in respect of any and all other direct loss caused by the gross negligence, wilful misconduct, or breach of any obligations hereunder of the CONTRACTOR, its employees, or agents, CONTRACTOR's liability shall not exceed the maximum contract price or $250,000, whichever is greater. 9.2 Notwithstanding anything contained in this Agreement, the CONTRACTOR shall not be liable for any indirect, special or consequential loss or damage suffered or incurred by the COUNTY, arising out of any breach of this Agreement; indirect, special, or consequential loss shall include, but not be limited to, damage to or loss of data or other equipment or property, profits, interest, business, goodwill, contracts, revenues or anticipated savings, and economic loss or damage, and the incurring of liability for loss or damage of any nature 3 89 AGREEMENT #MASSERV-0001787 whatsoever suffered by third parties (including in each case incidental and/or punitive damages). 10. Alteration or Changes to the Agreement The Board of Supervisors and, if authorized, the COUNTY Purchasing Agent and/or his designee, are the only authorized COUNTY representatives who may alter this Agreement. If any such alteration causes an increase or decrease in the cost of, or the time required for the performance under this Agreement, an equitable adjustment shall be made in the Agreement price or delivery schedule, or both, and the Agreement shall be modified by written amendment accordingly. Any alteration or amendment must be made in writing and be mutually signed by both Parties. 11. Notices All correspondence and notices required or contemplated by this Agreement shall be delivered to the respective parties at the addresses set forth below and are deemed submitted two days after their deposit in the United States mail, postage prepaid: Riverside County Information Technology Attn: Procurement Contract Specialist 3450 14th Street Riverside, CA 92501 12. Insurance CDW Government, LLC Attn: General Counsel 230 N. Milwaukee Ave. Vernon Hills, IL, 60061 Without limiting or diminishing the CONTRACTOR'S obligation to indemnify or hold the COUNTY harmless, CONTRACTOR shall procure and maintain or cause to be maintained, at its sole cost and expense, the following insurance coverage's during the term of this Agreement. As respects to the insurance section only, the COUNTY herein refers to the County of Riverside, its Agencies, Districts, Special Districts, and Departments, their respective directors, officers, Board of Supervisors, employees, elected or appointed officials, agents, or representatives as Additional Insureds. A. Workers' Compensation: If the CONTRACTOR has employees as defined by the State of California, the CONTRACTOR shall maintain statutory Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of California. Policy shall include Employers' Liability (Coverage B) including Occupational Disease with limits not less than $500,000 per person per accident. The policy shall be endorsed to waive subrogation in favor of The County of Riverside. 4 90 AGREEMENT #MASSERV-0001787 B. Commercial General Liability: Commercial General Liability insurance coverage, including but not limited to, premises liability, unmodified contractual liability, products and completed operations liability, personal and advertising injury, and cross liability coverage, covering claims which may arise from or out of CONTRACTOR'S performance of its obligations hereunder. Policy shall name the COUNTY as Additional Insured. Policy's limit of liability shall not be less than $1,000,000 per occurrence combined single limit. If such insurance contains a general aggregate limit, it shall apply separately to this agreement or be no less than two (2) times the occurrence limit. C. General Insurance Provisions -AU lines: 1) Any insurance carrier providing insurance coverage hereunder shall be admitted to the State of California and have an A M BEST rating of not less than A: VIII (A:8) unless such requirements are waived, in writing, by the County Risk Manager. If the County's Risk Manager waives a requirement for a particular insurer such waiver is only valid for that specific insurer and only for one policy term. 2) The CONTRACTOR must declare its insurance self-insured retention for each coverage required herein. If any such self-insured retention exceeds $500,000 per occurrence each such retention shall have the prior written consent of the County Risk Manager before the commencement of operations under this Agreement. Upon notification of self-insured retention unacceptable to the COUNTY, and at the election of the Country's Risk Manager, CONTRACTOR'S carriers shall either; 1) reduce or eliminate such self-insured retention as respects this Agreement with the COUNTY, or 2) procure a bond which guarantees payment oflosses and related investigations, claims administration, and defense costs and expenses. 3) CONTRACTOR shall cause CONTRACTOR'S insurance carrier(s) to furnish the County of Riverside with either 1) a properly executed original Certificate(s) oflnsurance and certified original copies of Endorsements effecting coverage as required herein, and 2) if requested to do so orally or in writing by the County Risk Manager, provide original Certified copies of policies including all Endorsements and all attachments thereto, showing such insurance is in full force and effect. Further, said Certificate(s) and policies of insurance shall contain the covenant of the insurance carrier(s) that thirty (30) days written notice shall be given to the County of Riverside prior to any material modification, cancellation, expiration or reduction in coverage of such insurance. In the event of a material modification, cancellation, expiration, or reduction in coverage, this Agreement shall terminate forthwith, unless the County of Riverside receives, prior to such effective date, another properly executed original Certificate of Insurance and original copies of endorsements or certified original policies, including all 5 91 AGREEMENT #MASSERV-0001787 endorsements and attachments thereto evidencing coverage's set forth herein and the insurance required herein is in full force and effect. CONTRACTOR shall not commence operations until the COUNTY has been furnished original Certificate( s) of Insurance and certified original copies of endorsements and if requested, certified original policies of insurance including all endorsements and any and all other attachments as required in this Section. An individual authorized by the insurance carrier shall sign the original endorsements for each policy and the Certificate oflnsurance. 4) It is understood and agreed to by the parties hereto that the CONTRACTOR'S insurance shall be construed as primary insurance, and the COUNTY'S insurance and/or deductibles and/or self-insured retention's or self-insured programs shall not be construed as contributory. 5) If, during the term of this Agreement or any extension thereof, there is a material change in the scope of services; or, there is a material change in the equipment to be used in the performance of the scope of work; or, the term of this Agreement, including any extensions thereof, exceeds five (5) years; the COUNTY reserves the right to adjust the types of insurance and the monetary limits of liability required under this Agreement, if in the County Risk Manager's reasonable judgment, the amount or type of insurance carried by the CONTRACTOR has become inadequate. 6) CONTRACTOR shall pass down the insurance obligations contained herein to all tiers of subcontractors working under this Agreement. 7) The insurance requirements contained in this Agreement may be met with a program(s) of self-insurance acceptable to the COUNTY. 8) CONTRACTOR agrees to notify COUNTY of any claim by a third party or any incident or event that may give rise to a claim arising from the performance of this Agreement. 12. General: 12.1 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. 12.2 This Agreement shall be governed by the laws of the State of California. Any legal action related to the performance or interpretation of this Agreement shall be filed only in the Superior Court of the State of California located in Riverside, California, and the parties waive any provision of law providing for a change of venue to another location. In the event any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. 6 92 AGREEMENT #MASSERV-0001787 12.3 In the event of any conflict or inconsistency between the terms and conditions of this Agreement and any terms or conditions set forth in any of the attachments, purchase order(s), or other document relating to the transactions contemplated by this Agreement, the terms and conditions set forth in this Agreement shall prevail. COUNTY OF RIVERSIDE, a political subdivision of the State of California By: ___________ _ Procurement Contract Specialist Dated: -------- APPROVED AS TO FORM: Gregory P. Priamos County Counsel By:-------- Susanna Oh Deputy County Counsel Dated: --------- CDW Government, LLC, a Illinois limite I" ility company By:~~~~~=-~ Name: P,1-Juf" 'Sf2.f:E:-3>1--t-A; A"-' Title: /V"ANA-V'f-(2 "?!'2-o c-_(2/\"" I Dated: 04! 24/-:zo')..6 7 93 AGREEMENT #MASSERV-0001787 EXHIBIT A General Information and Product Line Discounts A. General Information: 1. The COUNTY does not guarantee or represent that the CONTRACTOR will be permitted to perform any minimum amount of work; or, receive compensation other than on a per order basis, under the terms of this Agreement. 2. The CONTRACTOR shall hold all discounted pricing for all products and warranties through the term of the contract. 3. CONTRACTOR shall provide Apple, Lenovo and Microsoft products and services as contained in a purchase order issued from the COUNTY. B. Delivery: Delivery locations will vary throughout the County of Riverside. F.O.B. Destination County of Riverside. Each delivery location will be noted on the purchase order sent to the CONTRACTOR. All ordering department(s) will provide a purchase order showing the delivery location and invoicing address. Special note: Some locations may not have a receiving dock, truck with lift gate and inside delivery is required, based on the delivery information or instructions on the purchase order. C. Representative: Jordan Ramu, Account Representative 0: (847)419-7342 C: (312) 623-6901 E-mail: iordham@cdwg.com D. Awarded Manufactures: CONTRACTOR shall provide original brand-new products at the following discount structure off MSRP per category listed. 8 94 AGREEMENT #MASSERV-0001787 APPLE PRODUCTS (ALL MODELS) Discount% OffMSRP Category Desktops 5% Workstations 5% Laptops 4% Tablets 1% Servers Not Applicable% Accessories 10% (Add-on Option): Discount Discount Discount Discount WARRANTY %MSRP %MSRP %MSRP %MSRP 1 Year Category 2 Year 3 Year SYear Desktops 15% 15% 15% 15% Workstations 15% 15% 15% 15% Laptops 15% 15% 15% 15% Tablets 15% 15% 15% 15% Servers 15% 15% 15% 15% 9 95 AGREEMENT #MASSERV-0001787 LENOVO PRODUCTS (ALL MODELS) Discount% OffMSRP Category Desktops 35% Workstations 35% Laptops 35% Tablets 35% Servers 36% Accessories 21% (Add-on Option): Discount Discount Discount Discount WARRANTY ¾MSRP ¾MSRP ¾MSRP ¾MSRP 1 Year 2 Year 3 Year SYear Category Desktops 21% 21% 21% 21% Workstations 21% 21% 21% 21% Laptops 21% 21% 21% 21% Tablets 21% 21% 21% 21% Servers 21% 21% 21% 21% 10 96 AGREEMENT #MASSERV-0001787 MICROSOFT PRODUCTS (ALL MODELS) Discount % Off MSRP Category Desktops Not Applicable% Workstations Not Applicable% Laptops 10% Tablets 10% Servers Not Applicable% Accessories 15% (Add-on Option): Discount Discount% Discount Discount% WARRANTY %MSRP MSRP ¾MSRP MSRP 1 Year 2 Year 3Year SYear Category Desktops Not Not Not Not Applicable Applicable Applicable Applicable % % % % Workstations Not Not Not Not Applicable Applicable Applicable Applicable % % % % Laptops 10% 10% 10% 10% Tablets 10% 10% 10% 10% Servers Not Not Not Not Applicable Applicable Applicable Applicable % % % % 11 97 COUNTY OF RIV ERSIDE AMENDMENT NO. 1 TO THE LICENSING SOLUTION PROVIDER AGREEMENT WITH CDW Government LLC Original Contract Term: 11/01/2019 through 10/3 l /2021 PSA-0001522 Original Contract ID: Effective Date of Amendment: 04/01/2020 Original Annual Maximum Contract Amount: $0 Amended Annual Maximum Contract Amount: $0 This AMENDMENT NO. 1 TO THE LICENSING SOLUTION PROVIDER AGREEMENT with CDW Government, LLC. ("First Amendment"), dated as of O 1 April 2020, is entered into by and between the County of Riverside ("COUNTY"), a political subdivision of the State of California, and CDW Government, LLC . ("CONTRACTOR"), an Illinois limited liability company , sometimes collectively referred to as the "Parties ". RECITALS WHEREAS, COUNTY and Microsoft Corporation ("Microsoft") have entered into that certain Microsoft Enterprise Agreement (Master Agreement No . 8084445; the "Master Agreement"), effective August 23, 2019, under which COUNTY has the ability to enter into one or more enrollments to order certain Microsoft product licenses; WHEREAS, CONTRACTOR and COUNTY entered into the aforementioned Licensing Solution Provider Agreement Number PSA-0001522 (the "Agreement") to provide support services to COUNTY and its Enrolled Affiliates (as defined in the Master Agreement) for said licenses; and WHEREAS, COUNTY and CONTRACTOR now desire to amend the Agreement for the first time to extend the period of performance of the Agreement. NOW, THEREFORE, for good and valuable consideration the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows : 1. The above recitals are true and correct, and are incorporated herein by reference. 2. Section 4 of the Agreement is hereby deleted in its entirety and replaced with the following: "This Agreement shall be effective from November 1, 2019 through October 31 , 2024, unless terminated earlier (the "Term")." 3 . Section 9 of the Agreement is hereby deleted in its entirety and replaced with the following : 4 . "Usage Reporting: CONTRACTOR will provide to COUNTY the Licensed Support Provider (LSP) Reporting of Active Enrollments to Master Microsoft Enterprise Agreement No. 8084445 , Select Plus Agreement No. 7756479, Microsoft Premier, Unified , and MCS Support services , showing a list of enrollments by December 15th of each year. Forms shall be submitted electronically to MasterMicrosoftAdmin@rivco.org. A copy of the form is attached hereto as Exhibit D and incorporated herein by reference ." Capitalized Terms/Amendment to Prevail. Unless defined herein or the context requires otherwise, 1 BOS agenda #3.16 Approved 22 October 2019 Form #116-311 Revision Date : 01/13/2016 RCIT 3450 14th Street, Riverside, CA 92501 98 COUNTY OF RIVERSIDE AMENDMENT NO. 1 TO THE LICENSING SOLUTION PROVIDER AGREEMENT WITH CDW Government LLC all capitalized terms herein shall have the meaning defined in the Agreement, as heretofore amended. The provisions of this First Amendment shall prevail over any inconsistency or conflicting provisions of the Agreement, as heretofore amended, and shall supplement the remaining provisions thereof. 5. Miscellaneous. Except as amended or modified herein, all the terms of the Agreement shall remain in full force and effect and shall apply with the same force and effect. Time is of the essence in this First Amendment and the Agreement and each and all of their respective provisions. Subject to the provisions of the Agreement as to assignment, the agreements, conditions and provisions herein contained shall apply to and bind the heirs, executors, administrators, successors and assigns of the parties hereto. If any provisions of this First Amendment or the Agreement shall be determined to be illegal or unenforceable, such determination shall not affect any other provision of the Agreement and all such other provisions shall remain in full force and effect. The language in all parts of the Agreement shall be construed according to its normal and usual meaning and not strictly for or against either COUNTY or CONTRACTOR. 6. Effective Date. This First Amendment shall not be binding or consummated until its approval by the Riverside County Board of Supervisors and fully executed by the Parties . • IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this First Amendment. COUNTY OF RIVERSIDE, a political subdivision of the State of California By:~ Richard R. Hai Senior Procurement Contract Specialist Dated: --1-r ,__/4--=J>::-+/_2 _a _2o __ _ APPROVED AS TO FORM: Gregory P. Priamos County Counsel ~ g);'. 4-/2.!r/=:,,<:, ;anna Oh Deputy County Counsel BOS agenda #3 .16 Approved 22 October 2019 Form #116-311 Revision Date : 01/13/2016 CDW Government LLC., an Illinois ::,ited liabil ~ Dario J. Bertocchi Director Program Sales Dated: April 17, '.?020 RCIT 3450 14th Street, Riverside, CA 92501 2 99