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Contract No. 10933 (CCS)
AGREEMENT FOR PURCHASE OF SOFTWARE LICENSES, SOFTWARE
LICENSE UPGRADE, AND LICENSE TRACKING SERVICES
This Agreement for Purchase of Software Licenses, Software License Upgrade, and License Tracking Services (“Contract”), entered into as of _________________(“Execution Date”), by and between the CITY OF SANTA MONICA, a municipal corporation (“City”), and PCMG, Inc. (“PCMG”), is made with reference to the following:
RECITALS:
A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.
B. PCMG is qualified to do business, and is doing business, in the State of California.
PCMG represents it has the background, knowledge, experience and expertise necessary to provide the licenses, license upgrades, and services set forth in this Contract.
C. On October 22, 2019, PCMG was awarded Agreement#PSA-0001527 with the County of Riverside incorporating all of the terms, conditions and specifications of Request for Quotations #RIVCO-2020-RFQ-0000048 (the "RFQ") to act as a Licensing Solution Provider ("LSP") for the provision of Microsoft Enterprise license subscription and support services for multiple governmental agencies ("Riverside Contract"). The Riverside Contract is attached hereto as Exhibit A. Pursuant to the Riverside Contract, PCMG provides LSP services.
D. The City seeks to purchase, and PCMG agrees to provide, Microsoft software licenses, software license upgrades and license tracking services pursuant to the Riverside Contract in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:
TERMS AND CONDITIONS
1. Term. This Agreement begins on November 1, 2019 and terminates on October 31, 2022, unless sooner terminated in accordance with Section 14.
1.1. Guaranteed Term Pricing. Notwithstanding that the Riverside Contract currently expires on October 31, 2021, PCMG represents and warrants that the pricing structure in Exhibit B will remain the same during the entire Term.
2. PCMG Services. PCMG shall provide all of the Microsoft software licenses, software licenses upgrades as selected by the City, license tracking services, and support services (including, Microsoft Enterprise license subscription services and License Support DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F 11/18/2019
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Provider service) in accordance with the rates in the Riverside Contract as set forth in Exhibit B. In addition, PCMG will provide the services set forth in Scope of Services attached as Exhibit C. The services identified in Exhibits B and C shall collectively be referred to as the “Services.”
3. City Services. The City agrees to:
3.1 Make available to PCMG any currently existing documents, data or information required for the performance of the Services.
3.2 Designate a representative authorized to act on behalf of City.
3.3 Promptly examine and render findings on all documents submitted for staff review by PCMG.
4. Compensation. The total compensation to PCMG for all licenses and Services shall not exceed $2,330,053.74, as set forth in Exhibit B.
5. Invoices. PCMG will invoice the City for the Services in accordance with Exhibit B and the City will pay any undisputed amount within 30 days of receipt.
6. Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, by email, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows:
6.1 All notices, demands, requests or approvals to the City:
Information Services Department
City of Santa Monica
1685 Main Street, Room 105
Santa Monica, California 90401
Attention: Joseph Cevetello, Chief Information Officer
Re: Contract No. 10933 (CCS)
with a copy to:
Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Contract No. 10933 (CCS)
6.2 All notices, demands, requests or approvals to PCMG:
PCMG
13755 Sunrise Valley Dr., Ste. 750
Herndon, VA 20171-4608
Attention: Sharon O. Ennis, Sr. Vice President
DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F - 3 -
[email protected]
Re: Contract No. 10933 (CCS)
7. Independent Parties. Both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers of one another.
Neither the City nor its officers or employees will have any control over the conduct of PCMG or any of PCMG’s agents, employees, or subconsultants, except as otherwise provided in this Agreement.
8. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement.
This Agreement may be modified only by written agreement signed by City and PCMG, and approved as to form by the City Attorney.
9. Insurance. Insurance Requirements and Verifications have been waived by a mutual agreement between the PCMG and City.
10. Defense and Indemnification.
10.1 PCMG agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, boards and commissions, and employees (collectively, “City”) from and against any and all liability, claims, demands, damages, or costs, including but not limited to attorney’s fees, or payments for injury to any person or property (collectively, “Losses”) caused or claimed to be caused by the act, errors, and/or omissions of PCMG, or PCMG’s employees, agents, officers, and subconsultants. PCMG’s responsibilities under this Section 10.1 include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, which may be in combination with the acts or omissions of PCMG, its employees, agents or officers, or subconsultants; provided, however, that PCMG’s duty to defend, indemnify, protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City.
Notwithstanding PCMG’s obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from PCMG, if City chooses to do so.
10.2 Enforcement Costs. PCMG agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1.
11. Prohibition Against Transfers.
11.1PCMG may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without the City’s consent will be DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F - 4 -
null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer.
11.1 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of PCMG or of any general partner or joint venturer or syndicate member of PCMG, if a partnership or joint venture or syndicate exists, which results in changing the control of PCMG, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation.
12. Permits and Licenses. PCMG, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates.
13. Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement.
14. Default and Termination.
14.1 If PCMG fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of five days after the City’s written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to PCMG.
14.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days’ written notice to PCMG. Upon termination of this Agreement, City will pay PCMG any compensation earned and unpaid up to the effective date of termination.
15. Compliance with Law. PCMG must comply with all laws of the State of California and the United States, and all ordinances, rules and regulations enacted or issued by City.
16. Discrimination. PCMG may not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability.
17. Nuisance. PCMG may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.
18. Records.
18.1 PCMG must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. PCMG must keep the records, together with supporting documents, separate from other documents and DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F - 5 -
records and maintain them for a period of three years after receipt of final payment.
18.2 PCMG must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles.
PCMG must clearly identify all records and make them readily accessible to the City. At the City’s request, PCMG must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.
19. PCMG must allow the City to have free access to PCMG’s books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement. The City has the right to examine or audit PCMG’s records, and PCMG agrees to cooperate with any examination or audit of its records. Work Product; Reports.
19.1 Any work product prepared or caused to be prepared by PCMG or any subconsultant for this Agreement will be the exclusive property of City. No work product given to or prepared by PCMG or any subconsultant pursuant to this Agreement may be made available to any individual or organization by PCMG without prior written approval by City.
19.2 At the City’s request, PCMG must furnish reports concerning the status of the Services.
20. Standard of Care. PCMG agrees to provide all Services, including services performed by any subconsultant, in a manner consistent with the level of care and skill ordinarily exercised by members of PCMG’s profession currently practicing in the same locality under similar conditions.
21. Subconsultants.
21.1 If PCMG proposes to have any subconsultant perform any part of the Services, PCMG must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant’s services. The City, in its sole discretion, may grant or deny the request.
21.2 PCMG will be responsible for the quality of any subconsultant’s work. Every subcontract or agreement of any kind entered into between PCMG and any subconsultant (or between any subconsultant and others) must contain the following provision:
This agreement is consistent with all terms and conditions of the Agreement No. 10933 (CCS) entered into between the City of Santa Monica and PCMG on^^____________________.
DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F 11/18/2019
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22. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement.
23. Venue and Jurisdiction. The City and PCMG agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate.
The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement.
24. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement.
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25. Exhibits. The following exhibits are incorporated by reference into this Contract as though fully set forth herein.
Exhibit A Riverside Contract
Exhibit B Budget
Exhibit C Scope of Services
In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.
ATTEST:
______________________________
DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________
LANE DILG
City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
RICK COLE
City Manager
PCMG Corporation
#VENDOR
By: ________________________________
DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F City Attorney
Lane Dilg
11/13/2019
SVP
Sharon O. Ennis
11/13/2019
PCMG, Inc.
Rick Cole
City Manager
11/18/2019
City Clerk
Denise Anderson-Warren
11/19/2019
Exhibit A
Riverside Contract
DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F Exhibit B
Budget
The total compensation under this Agreement shall not exceed $2,330,053.74 for all licenses and Services, as included in the three quotes below.
Quote#1
Quote#2
DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F Quote#3
In addition, Microsoft sets, and periodically revises, uniform volume license subscription prices (ranging from level A (highest cost) to level D (lowest cost)) based on the number of computers and other criteria. PCMG agrees to provide additional licenses as required by the City during the term of the agreement at the following rates:
Microsoft Enterprise license subscription and services rates Line Description Price Level Markup%
1 Enterprise Online Services** (including Full USLs, From SA USLs, Add-ons and Step Ups) M365 E3 and ES, Enterprise Mobility+ Security E3 and ES, Office 365 Enterprise El or E3, Windows 10 Enterprise E3 or ES.
Level D
Minus
2%
0 2 Enterprise Products Office 365 Pro Plus, Windows 10 Enterprise, Core CAL Suite, Enterprise CAL Suite. Level D 0
3 Additional Products M365 Fl, M365 ES Compliance, M365 ES Security, Office 365 Enterprise F1, Project Online, Visio Online Plan 1 or Plan 2, Dynamics 365, Azure, SOL Server, Windows Server, etc.
Level D 0
4 Server and Tools Product (applies to Server and Cloud Enrollments only) SharePoint Server, SQL Server, BizTalk Server, Visual Studio, Core Infrastructure Suites, etc.
Level D 0
DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F Exhibit C
Scope of Services
Contractor will work with staff in the Information Services Department.
The scope of work for this agreement includes but is not limited to:
1. Obtain contract pricing for Microsoft software products as per this Agreement.
2. Manage volume license agreements with Microsoft.
3. PCMG shall provide pre-sale support, purchase fulfillment support, and postsales support.
4. Per this agreement, Microsoft is responsible for providing download services for software version upgrades to customers.
5. Microsoft provides technical support directly to its users.
6. At the request of the City of Santa Monica, PCMG shall provide purchase history reports to the City.
7. Reports may be requested semiannually unless otherwise agreed to by PCMG.
DocuSign Envelope ID: 3F1653F4-DD2C-4B0D-92B7-68A09032928F