AGREEMENT # ITARC'.009.]3
LICENSED SUPPORT PROVIDER (LSP)
AGREEMENT No. ITARC-00933
For
MICROSOFT PRODUCTS AND SERVICES
UNDER MICROSOFT EA NO.8084445
BETWEEN
COUNTY OF RIVERSIDE
And
CDW GOVERNMENT LLC
All Terms and Conditions of this Agreement No. ITARC-00933shall govem purchase of Microsoft products and services under Microsoft EA no. 8084445 by County through the LSP.
I
Period of Perfornrance:
This Agreement shall be effective from November 01.2024 and continues in effect through October 31,2027, with the option to renew for an additional three-year period expiring on October 31, 2030, with no obligation by the County ofRiverside to purchase any specified amount ofgoods or services.
In addition, the County may at any time choose to transfer the enrollment from one LSP to another LSP pursuant to the transfer terms set by Microsoft.
The period of performance for the enrollment with the LSP may be for up to a three-year term with the option to renew the enrollments wilh contracted LSP through the LSP contract expiration date.
3. Compensation
The COUNTY shall pay the LSP for products aI the cost as stated in Exhibit A, incuned in accordance with the terms of this Agreemenl. The COUNTY is not responsible for any fees or costs incurred above or beyond the contracted amount and shall have no obligation to purchase any specified amount of sewices or products.
Non-Appropriations: The COUNTY obligation for payment olthis Agreement beyond the current fiscal year end is contingenl upon and limited by the availability of COUNTY funding from which payment can be made, and invoices shall be rendered "monthly" in arrears. In the State olCalif-omia, Government agencies are not allowed to pay excess interest and late charges, per Govemment Codes, Section 926. 10. No legal liability on the pan of the COUNTY shall arise for payment beyond June 30 of each calendar year unless funds are made available for such payment- ln the event that such
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SEP 10 2024 3"u
This Agreement is entered between the COUNTY OF RIVERSIDE, a political subdivision of the State of Califomia, (herein refered to as "COI-rNTY"), and CDW Govemment LLC, an Illinois Limited Liability Company authorized to conducl business in the State of Califomia (herein refened to as "LSP") of Microsoft Licensing Solution Provider. effective from November 0l .2024 and continues in effect through October 31, 2027, based on LSP's response to RFQ no. ITARC-532 lor Microsoft products and services under Microsoft EA no. 8084445. The parties agree as follows:
4 ACRI]I]MENI fl II AR(',009]3
funds are not forthcoming lbr any reason. COUNTY shall imnrediately notii/ CONTI{ACTOR in writing; and this Agreement shall be deemed terminated, have no further force, and effect.
Hold Harmless/I ndemnifi cation :
4.1 LSP shall indemnily and hold harmless the County of Riverside, its Agencies. Districts, Special Districts and Depadments, their respective directors, officers, Board ol 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 LSP, its officers, employees, subcontraclor, agents or represenlatives arising out of or in any way relating to this Agreement. including but not limited to property damage, bodily injury, or death or any other element ofany kind or nature. LSP shall defend the lndemnitees aI its sole expense including all costs and fees (including, but not limited, to attomey fees, cost of investigation, defense and seftlements or awards) in any claim or action based upon such acts, omissions or services.
4.2 With respect to any action or claim subject to indemnification herein by LSP. LSP shall, at their sole cost, have the right to use counsel oftheir 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 LSP indemnification to lndemnitees as set forth herein.
4.3 LSP obligation hereunder shall be satisfied when LSP has provided to County the appropriate form of dismissal relieving county f'rom any liability for the action or claim involved.
Termination:
5.1 County may terminate this Agreement without cause upon thirty (30) days wrilten notice served upon the LSP stating the extent and effective date of termination.
5.2 County may, upon five (5) days written notice terminate this Agreement fbr LSP def'ault, if LSP refuses or fails to comply with the terms of this Agreement or fails to make progress that may endanger performance and does not immediately cure such failure. ln the event of such Iennination, the County may proceed with the work in any manner deemed proper by County.
5.3 LSP rights under this Agreemenl shall terminate (except for t'ees accrued prior to the date of termination) upon dishonesty or a willful or material breach ofthis Agreement by LSP; or in the event of LSP unwillingness or inability for any reason whatsoever to perfonn lhe tenns of this Agreement.
Alteration or Changes to the Agreement
The Board of Supervisors and the County Purchasing Agent and/or his designee is the only authorized County representatives who may at any time, by written order, 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 Agreemenl, 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.
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7 ACREEMENl' # I1'ARC.OOg33
Notices
All correspondence and notices required or contemplated by this Agreement shall be delivered to the respective parlies at the addresses set fofth below and are deemed submitted two days after their deposit in the United States mail, postage prepaid:
LSP
CDW Govemment LLC
Attn: Brian Fisher
230 N. Milwaukee Ave
Vemon Hills. IL 6006 t
jordham(!cdwg.corn
8. Insurance
Without limiting or diminishing the LSP'S obligation to indemnify or hold the COUNTY harmless, LSP 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 COLINTY herein refers Io 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' Compcnsation:
Ifthe LSP has employees as defined by the State of Calilbrnia, the LSP shall maintain statutory Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of Calitbrnia. Policy shall include Employers' Liability (Coverage B) including Occupational Disease with limits not less than $1.000,000 per person per accident, The policy shall be endorsed to waive subrogation in f'avor of The County of Riverside. Policy shall name the COUNTY as Additional Insureds.
B. Commercial Gcneral Liabilitv:
Commercial General Liability insurance coverage, including but not limited to, premises liability. unmodified contractual liability, products and compleled operations liability, personal and advenising injury, and cross liability coverage. covering claims which may arise f'rom or out of LSP'S perlbrmance of its obligations hereunder. Policy shall name the COUNTY as Additional Insured. Policy's limit of liability shall not be less than $2,000,000 per occurrence combined single lirnit. Ifsuch insurance contains a general aggregate limit, it shall apply separately to this agreement or be no less than two (2)times the occurrence limit. Policy shall name the COUNTY as Additional lnsureds.
C. Insurance Requirements for IT Contractor Services:
COUNTY
Riverside County lnfbnnation Technology
Attn: Procurement Contract Specialist
3450 l41r'street
Riverside, CA 92501
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AGREEMENT # II'ARC-OOg]3
LSP shall procure and maintain ibr the duration ofthe contract insurance against claims fbr injuries to person or damages to property which may arise lrom or in connection with the perlbmance of the work hereunder by the LSP, its agents, representatives, or employees. LSP shall procure and maintain lor the duration ofthe contract insurance claims arising out oftheir services and including, but not limited Io loss, damage, theft or other misuse ofdata, infringement olintellectual propefty, invasion ofprivacy and breach ofdata.
Cyber Liability lnsurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by LSP in this agreement and shall include, but not limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion ofprivacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.
lf the LSP maintains broader coverage and/or higher limits than the minimums shown above, the Counly requires and shall be entitled to the broader coverage and/or higher limits rnaintained by the LSP. Any available insurance proceeds in excess of the specified minimum limits ofinsurance and coverage shall be available to the County. Policy shall name the COLINTY as Additional Insureds.
D. Gencral Insurance Provisions - All lines:
I ) Any insurance carrier providing insurance coverage hereunder shall be admitted to the State of Califomia and have an A M BEST rating of nol less than A: VIII (A:8) unless such requirements are waived. in writing^ by the County Risk Manager. lf the County's Risk Manager waives a requirement for a particular insurer such waiver is only valid tbr that specific insurer and only for one policy term.
2) The LSP must declare its insurance self-insured retention for each coverage required herein.
Ifany such self-insured relention exceeds $500,000 per occun'ence each such retention shall have the prior written consent of the County Risk Manager before the comnrencement of operations under this Agreement. Upon notilication of self-insured retention unacceptable to the COUNTY. and at the election of the Country's Risk Manager. LSP'S carriers shall either; l) reduce or eliminate such self-insured retention as respects this Agreement with the COUNTY, or 2) procure a bond which guarantees paymenl of losses and related investigations, claims administration, and defense costs and expenses. 3) LSP shall cause LSP'S insurance carrier(s) to fumish the County of Riverside with either I ) a properly executed original Certificate(s) of Insurance and certified original copies of Endorsenrents 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 4 Rcvjsi('n l/06/21)2 |
A6REEMENT # ITARC'-0093 3
including all Endorsements and all attachments thereto, showing such insurance is in full lbrce and effect. Further, said Certificate(s) and policies of insurance shall contain the covenant ofthe insurance carrier(s) that a minimum of 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. If LSP insurance canier(s) policies does not meet the minimum notice requirement found herein, LSP shall cause LSP's insurance carrier(s) to fumish a 30 day Notice ofCancellation Endorsement. 4) ln 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 oflnsurance and original copies ol endorsements or certified original policies, including all endorsements and attachments thereto evidencing coverage's set forth herein and the insurance required herein is in full force and effect. LSP shall not commence operations until the COUNTY has been fumished original Cenificate (s) of lnsurance and certified original copies ofendorsements and ifrequested, certified original policies ofinsurance including all endorsements and any and all other attachments as required in this Section. An individual authorized by the insurance carrier to do so on its behalf shall sign the original endorsements for each policy and the Certificate of Insurance.
5) It is understood and agreed to by the pafties hereto that the LSP's insurance shall be construed as primary insurance, and the COUNTY'S insurance and/or deductibles and/or sell'-insured retention's or selt'-insured programs shalI not be construed as contributory. 6) Ii, during the tenn 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 olthe scope ofwork; or. the tenn ofthis Agreement, including any extensions thereol, exceeds five (5) years; the COUNTY reserves the right to adjust the types of insurance and the monelary limits of liability required under this Agreement, if in the County Risk Management's reasonable judgrnent, the amount or type of insurance carried by the LSP has become inadequale.
7) LSP shall pass down the insurance obligations contained herein to all tiers ofsubcontractors working under this Agrcement.
8) The insurance requirements contained in this Agreement may be rret with a program(s) of sell'-insurance acceptable to the COUNTY.
9) LSP agrees to notify COUNTY ofany claim by a third party or any incident or event that may give rise to a claim arising tiom the perfbrmance of this Agreement.
9. General:
9.1 This Agreernent. including any attachments or exhibits, conslilutes 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.
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9.2 This Agreement shall be govemed by the laws of the State of Califomia. Any legal action related to the performance or interpretation of this Agreement shall be filed only in the Superior Court of the State of Califomia 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.
9.3 The following documents are attached to and incorporated into this Agreement:
Exhibit A: Scope and pricing.
Exhibit B: LSP Reporting of Active Enrollments.
Exhibit C: Microsoft LSP Participation Form.
Exhibit D: Microsoft EA Benefits for Government Agencies.
Exhibit E: Microsoft Enterprise Agreements and Amendments.
El) Microsoft Enterprise Agreement No. 8084445.
E2) Microsofl Select Plus Agreement No. 7756479.
E3) Amendments No. l- EA Custom Terms CTM (Document No. CTM-CPT-OPT-FWK) E4) Amendments No.2- EA Custom Terms (Document No. CTM-FWK-CTC-ACR).
9.4 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 documenl relating to the transactions contemplated by this Agreement, the terms and conditions set fofth in this Agreement shall prevail.
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AGREEMENI' # ITARC-00933
9.5 This Agreement may be execuled in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument. Each party of this Agreement agrees to the use ofelectronic signatures, such as digital signatures that meet the requirements ofthe Califbmia Unifbrm Electronic Transactions Acl (("CUETA") Cal. Civ. Code S$ 1633. I to 1633. I 7), for executing this Agreement. The parties lurther agree that the electronic signatures of the panics included in this Agreer:rent are intended to authenticate this writing and to have the same force and ef'fect as manual signatures. Electronic signature means an electronic sound, symbol, or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the electronic record pursuant to the CUETA as amended from time to time.
The CUETA authorizes use of an electronic signature for transactions and contracts among parties in Califomia, including a govemment agency. Digital signature means an electronic identifler, created by computer, intended by the party using it to have the same lbrce and eff'ect as the use ofa manual signature, and shall be reasonably relied upon by the parties. For purposes of this section, a digital signature is a type of"electronic signature'' as defined in subdivision (i) ofSection 1633.2 of the Civil Code.
9.6 If the entitv is a comoration. the sisnatures of two comorate officers (the oresident. vice AGREEMENT # ITARC-00933
Financial Officer S ant treasurer
are required on the agreements. The signatures must be in the follow ing combination: president or vice president and secretary, treasurer or CFO. For example, the siqnatures ofa president and a vice sident would be insufficient. lf si b a c rate officer aco ()
corporation, is required. The corporate resolution musl authorize the signalory to sign agreemenls on behalf of the comoration.
If the entity is a limited liability company (LLC), the signatory is authorized signer as set forth in LLCs operating agreement.
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement.
nzln ffi e of the
COUNTY OF RIVERSIDE, a political
subdivision of the State oI Calilomia
By
Chuck ashington
Chair ofthe Board of Supervisors
Dated:
ATTEST:
Kimberly Rector
Clerk ofthe Board
By,
APPROVED AS TO FORM
Minh C. Tran
Co el
Paula cido
Deputy County Counsel
Dated: a (q(zu.
CDW GOVERNMENT LLC, an Illinois Limited
Liability Company authorized to conduct business
in the State of California.
By
Name: Anup V. Sreedharan
Title: 5r. Manager, Program & contract Management
g,a1""6. 07109124
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By'