CITY OF SIMI VALLEY
MEMORANDUM
Dec
ember 18, 2023
TO: Cit
y Council
FR
OM: Department of Administrative Services
SUBJ
ECT: AUTHORIZE THE PURCHASE OF MICROSOFT SOFTWARE LICENSES
FROM SOFTWAREONE UNDER THE MICROSOFT/RIVERSIDE
ENTERPRISE AGREEMENT PROGRAM AND AUTHORI ZE T HE CITY
MANAGER TO EXECUTE RELATED DOCUMENTS
STAFF RECOMMENDATION
It
is recommended that the City Council authorize the City to enter into a Cooperative Wrapper with SoftwareOne, Inc., an authorized Licensing Solution Provider, to purchase Microsoft software licenses through a joint, volume licensing program known as the County of Riverside’s Microsoft Enterprise Licensing Agreement ( Enterprise License Agreement) for a three (3) year period, beginning January 1, 2024, through December 31, 2026, upon renewal of the Enterprise License Agreement extension, in the amount not to exceed $865,527.
It is
also recommended that the City Council authorize the City Manager, or designee, to execute any necessary contract document, volume licensing forms, and/ or subsequent extensions/amendments upon renewal of the Enterprise License Agreement extension, during the contract term.
BACKGROUND AND OVERVIEW
Th
e City has standardized its network/productivity software on Microsoft and these licenses allow the City the right to use the latest Microsoft products . Microsoft provides maintenance benefits, cloud- based services, technical support, and online training, as well as simplifies license management to ensure the City is in compliance with Microsoft’s licensing policies. In November 2020, the City entered into a three -year agreement with SoftwareOne, Inc., an authorized Licensing Solution Partner (LSP) , PSA- 0001530, to purchase Microsoft software and services, which is set to expire on December 31, 2023.
The agreement, as approved by the City Council, had three annual payments of $235,089 plus a 15% ($ 35,264) contingency. The City’s license and service agreement with SoftwareOne w as based on a Software Cooperative Agreement , SCA -19-70-0169Y, negotiated by the County of Riverside to provide a substantial discount to cities for Microsoft products and services from the Enterprise License Agreement. Over the years, the City has added servers and applications to the City’s computing environment which has increased the annual cost to an average of $ 250,877 per year. The City uses
AGENDA I
TEM NO.
Consent (5)
2 Microsoft Exchange Online, Office 365, and has over 100 servers running versions 2016- 2021 of Microsoft’s server operating system.
Mi
crosoft Office 365 provides the City a number of benefits, which include:
• Cl
oud - Migrating to the cloud which simplifies the ability to support a virtual/remote workforce.
• Support Improvements - Removing hardware, maintenance, and support costs associated with on premise Exchange server installations. • Technology Growth - Ability to grow technology as an organization without incurring future hardware, storage and backup costs.
• Email Storage - Significant increase in the default email storage size for City users. • Email Searches - Making email search queries simple and seamless. • Redundancy - If the City’s data center should go down locally, staff would still be able to access email and other critical information.
• Communication - Enhanced organizational communication with improved collaboration provided by Microsoft Teams, SharePoint and OneDrive for business.
• Security - Microsoft has created the Office 365 US Government plan to provide high-level security for public agencies. The Government Community Cloud (GCC) stores content in Microsoft’s government data center servers that are physically located in the United States and segregated from commercial business Office 365 services.
• GCC Office 365 additional licensing included:
o Word, Excel, PowerPoint, OneNote, Outlook, Publisher, Access, Exchange, SharePoint, Teams and Skype for Business.
o Meetings, instant messaging, and high definition video conferencing with Microsoft Teams.
o City-wide Intranet and Team sites with SharePoint.
o Compliance and information protection hold, rights managemen t and data loss prevention.
o Geo-redundancy disaster recovery capabilities.
Wi
th the pending expiration of the existing agreement, the City needs to enter into a new Enterprise Agreement for continued licensing and support, and to ensure that it has access to the latest Microsoft technology. Over the last few years, the City has standardized operations with Microsoft software for its 612 users, 110 servers, email, email spam/virus scanning, and office productivity suite. The City has experienced productivity gains with the updated software as it is more stable and easier to use.
So
ftwareOne, the City’s current reseller, is an authorized LSP under the Software Cooperative Agreement with the County of Riverside and can provide Microsoft software products at a substantially discounted rate. To benefit from such discounts and minimize interruptions to City operations, staff recommends the renewal of the Enterprise License Agreement and a Cooperative Wrapper with SoftwareOne for three (3) years for an annual amount of $250,877 , in addition to an annual 15% contingency of $37,632 for future Microsoft technology initiatives, with a total not-to-exceed amount of $865,527. The
3 contingency will provide for unforeseen changes to Microsoft’s pricing model and additional features the City will be implementing as needed, such as Teams, SharePoint, OneDrive, and Exchange in the cloud, which includes security, and enhanced eDiscovery.
Funds for the first year have been budgeted in the appropriate account for FY 2023-24.
S
taff also respectfully requests the City Council authorize the City Manager, or designee to execute contract documents, volume licensing forms, and/ or subsequent extensions/ amendments upon renewal of the Enterprise License Agreement extension, during the contract term.
FINDINGS AND ALTERNATIVES
T
he following alternatives have been identified for City Council consideration:
1. Authorize the City to enter into a Cooperative Wrapper with SoftwareOne, Inc., an authorized Licensing Solution Provider to purchase Microsoft software licenses through a joint, volume licensing program known as the County of Riverside’s Microsoft Enterprise Licensing Agreement (Enterprise License Agreement) for a three (3) year period, beginning January 1, 2024, through December 31, 2026, upon renewal of the Enterprise License Agreement extension, in the amount not to exceed $865,527.
2. A
uthorize the City Manager, or designee, to execute any necessary contract document hereto in a form as approved by the City Attorney, to the extent the Enterprise License Agreement extension is in effect.
3. D
o not authorize the City to award the contract at this time and provide direction to staff.
S
taff recommends Alternative No.’s 1 & 2.
SUGGESTED CITY COUNCIL MOTION
I
move to authorize the City to enter into a Cooperative Wrapper with SoftwareOne, Inc., to purchase Microsoft software licenses through the County of Riverside’s Microsoft Enterprise Licensing Agreement ( Enterprise License Agreement) for a three (3) year period, beginning January 1, 2024, through December 31, 2026, upon renewal of the Enterprise License Agreement extension, in the amount not to exceed $865,527. It is also recommended that the City Council authorize the City Manager to execute any necessary contract document related thereto in a form as approved by the City Attorney to the extent the Enterprise License Agreement extension is in effect.
SUMMARY
In
November 2020, the City entered into a three-year Enterprise License Agreement with Microsoft for software and services to ensure the City has access to the latest Microsoft
4 technology. This agreement, based on one negotiated by the County of Riverside, provides a substantial discount and is available as a method for a Sof tware Cooperative Purchasing Agreement for the City through an authorized LSP, SoftwareOne, Inc. During the FY 20 23-24 budget cycle, the City Council approved funds for the renewal of the Microsoft Enterprise License A greement. Staff is recommending that the City Council authorize the renew al the agreement for an additional three years using SoftwareOne , Inc. as the authorized reseller.
___
_________________________________
Carolyn Johnson
Administrative Services Director
P
repared by: Garry E. Boswell, Deputy Admin. Services Director (Information Services) & Barbara Wisely, Principal Information Services Analyst.
INDEX Page
C
ooperative Wrapper with SoftwareOne, Inc………………………..5
CONTRACT BETWEEN THE CITY OF SIMI VALLEY AND
SOFTWAREONE FOR THE P URCHASE OF MICROSOFT
LICENSES FROM SOFTWARE ONE, INC.
THIS CONTRACT is made and entered into in the City of Simi Vall ey on December 18, 2023 (the “Effective Date”), by and between the CITY OF SIMI VALLEY, a municipal corporation, hereina fter referred to as CITY, and SOF TWARE ONE, INC., a corporation, hereinafter referr ed to as CONTRACTOR, each a “Par ty,” and collectively, “Parties”.
RECITALS
WHEREAS, the CITY wishes to purchase Microsoft software licenses; and
WHEREAS, CONTRACTOR has a valid contract with another governmen tal agency (the County of Riverside) under which CONTRACTOR provides Microsoft software licenses, (the “County of Riverside agreement PSA-0001530”).
NOW, THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the Parties hereto agree as follows:
AGREEMENT
1. Term.
A. Initial Term. The term of this CONTRACT shall be from January 1, 2024 to October 31, 2024.
B. Extensions. This CONTRACT may be extended from
November 1, 2024 through December 31, 2026, upon mutual written consent of the CITY and CONTRACTOR, provided that the Cooperative Contract, attache d hereto and incorporated herein as Exhibit ‘A’, is in effect for the duration of the extension.
2. Description of Supplies, Equipment, Materials, or Services. This CONTRACT is for the purchase of Microsoft software licenses. CONTRACTOR agrees to supply the item(s) more specifically set forth in the Cooperative Contract attached hereto and incorporated herein as Exhibit “A”.
3. Compensation and Payment.
A. The CITY shall be obligated to pay CONTRACTOR based upon the unit and/or lump sum prices per SoftwareONE Quote, attached hereto as Exhibit “B”.
B. Payments to the CONTRACT OR shall be made within 30 days after receipt of an original invoice from the CONTRACTOR and ac ceptance of the goods and/or services by CITY.
C. In no event shall the total amount paid for this CONTRACT exceed $865,527 (the “Not-To-Exc eed Limit”) unless otherwise ag reed to by the Parties in writing.
5 4. CONTRACTOR Representations and Obligations.
A. CONTRACTOR shall perform as required by this CONTRACT.
CONTRACTOR also warrants on behalf of itself and all subcontrac tors engaged for the performance of this CONTRACT that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder.
B. CONTRACTOR shall obey all Feder al, State, local, and special district laws, ordinances, and regulations.
C. CONTRACTOR shall indemnify, defend, and hold CITY harmless from any claim that prevailing wages should have been paid pursuant to this CONTRACT, including federal prevailing wage requirements under the Davis-Bacon Act, if applicable and shall be liable for the payment of same and any penalties thereon.
D. CONTRACTOR shall abide by the CITY’S Business Tax
Ordinance, of which proof of payment must be obtained prior to performance of this CONTRACT. CONTRACTOR shall maintain a valid Business Tax Certificate for the term of the CONTRACT.
5. Audit.
A. Once per calendar year, duri ng normal business hours the CITY may inspect CONTRACTORS records to verify charges and payments pertaining to this CONTRACT. CONTRACTOR shall pe rmit CITY to audit, examine and/o r reproduce such records. CONTRACTOR will retain such financial records, time s heets, work progress reports, invoices, bills and project records for at least two ( 2) years after termination or final payment under this CONTRACT. Thi s paragraph shall survive for two (2) years after termination of this CONTRACT.
B. CITY shall have the option of inspecting and/or auditing all records and other written materials used by CONTRACTOR in prepa ring its statements to CITY as a condition precedent to any payment to CONTRACTOR.
6. Hold Harmless and Indemnification; Insurance. CONTRACTOR shall defend, indemnify, and hold harmless CITY, its agents, of ficials, officers, representatives, and employees, fr om and against all third part y claims and lawsuits and associated liabilities or damages of whatever nature arising ou t of or in connection with, or relating in any willful miscondu ct or gross negligence of CONTR ACTOR, its agents, employees, and subcontractors, and employees thereof, pursuant to the performance or non-performance of this CONTRACT. The CONTRACTOR shall thoroughly investigate any and all claims and indemnify the CITY and do whatever is necessary to protect the CITY, its agents, officials, officers, representatives, and employees as to any such claims, lawsuits, liabilities, expenses, or damages arising out of this CONTRACT. The CONTRACTOR must select an attorney acceptable to the CITY who will defend such proceeding and the CITY will control any litigation thereof. Such approval by the CITY will not be unreasonably withheld.
This paragraph shall survive the termination of this CONTRACT.
Insurance: Contractor shall proc ure and maintain for the durati on of the contract insurance against claims for injuries to persons or da mages to property which may arise from or in connection with the performance of the work he reunder by the Contractor, its agents, representatives, or emp loyees. Contractor shall pro cure and maintain for the duration of the contract insuranc e claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infring ement of intellectual property, invasion of privacy and breach of data.
6 Minimum Scope and Limit of Insurance
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Offic e Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and person al & advertising injury with limits no less than $1,000,000 per occu rrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insuranc e Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 p e r accident for bodily injury and property damage.
3. Workers’ Compensation insura nce as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
Contractor hereby certifies that it is aware of the provisions of Section 3700 et seq., of the Labor Code which require every employer to be insured against liability for Workers' Compensation.
4. Technology Professional Liability Errors and Omissions Insur ance appropriate to the Contractor’s profession and work hereunder, with limits not less than $5,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Contractor in this agreement and shall include, but not be limi ted to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement o f intellectual property, includin g but not limited to infringemen t of copyright, trademark, trade dress, invasion of privacy violatio ns, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information.
The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. The Policy shall include, or be endorsed to include, property damage liabi lity coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City. If not covered under the Contractor’s liability policy, such “property” coverage of the City may be endorsed onto the Contractor’s Cy ber Liability Policy as covered property.
If the Contractor maintains b roader coverage and/or higher limi ts than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintai ned by the Contractor. Any avai lable insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the
City.
Other Insurance Provisions: The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status: The City, its Boards, Officers, Agen ts, Officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performe d by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in th e form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
7 Primary Coverage: For any claims related to this project/contract, the Contractor’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its Boards, Officers, Agents, Officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its Boards, Officers, Agents, Officials, employees, and volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.
Notice of Cancellation: Each insurance policy required above sh all state that coverage shall not be canceled, except with notice to the City.
Waiver of Subrogation: Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against City by virtue of the payment of any loss under such in surance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Contractor, its employees, agents and subcontractors.
Self-Insured Retentions: Self-ins ured retentions must be declar ed to and approved by the City. The City may require the Contractor to pr ovide proof of ability to pay losses and related investigatio ns, claim administration, and de fense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self- insured retention may be satisfied by either the named insured or City.
Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.
Claims Made Policies: If any of t he required policies provide c overage on a claims-made basis:
1. The Retroactive Date must be shown, and this date must be be fore the execution date of the contract or the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
3. If coverage is canceled or non-renewed, and not replaced wit h another claims-made policy form with a Retroactive Date prior to the contract effective, or start of work dat e, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.
4. A copy of the claims reporting requirements must be submitte d to the City for review.
Verification of Coverage: Contractor shall furnish the City wit h original Certificates of Insurance incl uding all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, fa ilure to obtain the required doc uments prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City reserves the right to require complete, certified copies of all required ins urance policies, including endorsements required by these specifications, at any time.
8 Subcontractors: Contractor shall require and verify that all su bcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that the City is an additional in sured on insurance required fr om subcontractors. For CGL coverage, subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13.
Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of the risk , prior experience, insurer, coverage, or other special circumstances.
7. Amendments. Any amendment, modificati on, or variation from the terms of this CONTRACT shall be in writing and shall be effective only upon mutual written approval by the City Manager and CONTRACTOR.
8. Anti-Discrimination. In the performance of the terms of this CONTRACT, CONTRACTOR shall not engage in, nor permit subcontractors to engage in, discrimination in employment of persons because of the age, rac e, color, religious creed, sex, sexual orientation, national origin, ancestry, physical disability, mental disability, medical condition, or marital status of such persons. Violation of this provision may result in the imposition of penalties referred to in Labor Code Section 1735.
9. Termination. If, during the term of this CONTRACT, CITY determines that CONTRACTOR is not faithfully abiding by any term or condition contained herein, CITY may notify CONTRACTOR in writing of such defect or failure to perform. The notice must give to the CONTRACTOR a ten (10) day period of time thereafter in which to perform the work or cure the deficiency. If CONTRACTOR has not performed t he work or cured said deficiency within the ten (10) d ays specified in the notice, su ch failure shall constitute a breach of this CONTRACT, and CITY may terminate this CONTRACT immediately by written notice to CONTRACTOR. Thereafter, neither Party shall have any further duties, obligations, responsibilities, or rights under this CONTRACT except, however, any and all obligations of CONTRACTOR'S surety shall remain in full force and effect and s hall not be extinguished, reduced, or in any manner waived by the termination hereof. In such event, CONTRACTOR shall be entitled to the reasonable value of its services pursu ant to the applicable price or rate schedules in this CONTRACT (but in any event not to exceed the Not-To-Exceed Limit) performed from the beginning of t he period in which the breach o c c u r s u p t o t h e d a y i t received CITY'S Notice of Termination, minus any damages, including liquidated damages if so provided herein, occasioned by such breach. CITY reserves t he right to delay any such payment until completion or c onfirmed abandonment of the projec t, as may be determined in the CITY'S sole discretion, so as to permit a full and compl ete accounting of costs. In no event, however, shall CONTRACTOR be entitled to receive in excess of the Not-To-Exceed Limit.
10. Complete CONTRACT; Order of Precedence. This CONTRACT and its accompanying exhibits shall constitute the complete CONTRACT between the Parties hereto. No verbal agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effec t, nor shall any such verbal agreement, understanding, or repres entation be binding upon the Parties hereto. In interpreting this CONTRACT, this CONTRACT shall take precedence over the Cooperative Contract.
9 11. [RESERVED]
12. Successors and Assigns. The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the Parties hereto; provided, however, that no Party hereto shall a ssign any of the benefits and burde ns hereunder, whether voluntarily or by operation of law, without the prior written consent of the other Party, and any such assignment without said consent shall be void.
13. Authority to Execute Contract . Both CITY and CONTRACTOR do covenant that each individual executing this CONTRACT on behalf of each Party is a person duly authorized and empowered to execute contracts for such Party.
14. Jurisdiction and Venue. Jurisdiction is in an ap propriate court in the State of California and venue lies in Ventura County, and the P arties do not consent to arbitration. In the event of any dispute, each Party shall bea r its own fees and costs (including attorneys’ fees). This CONTRACT shall be governed by California law, without regard to conflict of law principles.
15. Taxpayer Identification Number. CONTRACTOR shall provide CITY with a complete Request for Taxpayer Identification Number and Certification, form W-9 (latest revision), as issued by the Internal Revenue Service.
16. Permits and Licenses. CONTRACTOR, at its sole cost and expense, shall obtain and maintain during the term of this CONTRACT, all appropriate permits, licenses, and certificates that may be required in connection with the performance of this CONTRACT.
17. Waivers. The waiver by one Party of any term or condition of this CONTRACT, or any breach thereof, shall not be construed to be a general waiver by said Party or as a waiver of any other term or breach.
18. Notices. All written notices required by, or related to this CONTRACT shall be sent by Certified Mail, Return Receipt Requested, post age prepaid and addressed as listed below. Neither Party to this CONTRACT shall refuse t o accept such mail; the Parties to this CONTRACT shall promptly inform the other Party of any change of address.
All notices required by this CONTRACT are effective on the day of receipt, unless otherwise indicated herein. The mailing address of each Party to this CONTRACT is as follows:
CITY City of Simi Valley
2929 Tapo Canyon Road
Simi Valley, CA 93063
Attn: Deputy AS Director/Information Services
CONTRACTOR SoftwareOne, Inc.
320 Buffalo Street, Suite 200
Waukesha, WI 53202
Attn: Legal Department
10 IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed the day and year first above written.
Attest: City of Simi Valley, A Municipal Corporation
B y :
Lucy Blanco, City Clerk Fred D. Thom as, Mayor of the City of Simi Valley, California
Approved as to Form: SoftwareOne, Inc.
B y :
Algeria R. Ford, City Attorney
Print Name: Darrell Williamson
Approved as to Content: Title: SLED Area Sales Director
B y :
Brian Paul Gabler, City Manager
Print Name: Shawn Kitzmiller
Title: Vice Presid ent of Sales, Central
Johanna Medrano,
Deputy Administrative Services Director/
Budget & Purchasing
Carolyn Johnson
Administrative Services Director
11 Procurement Division
707 Third Street, 2nd Floor, MS #2-202
West Sacramento, CA 95605-2811
Procurement Division | State of California | California Government Operations Agency 707 3rd Street, 2ndFloor | West Sacramento, CA 95605 | t 916.375-4400 State of California
SOFTWARE COOPERATIVE AGREEMENT (SCA)
AMENDMENT No.: 2
Contractor:
Contract Number:
SCA Contract Term:
Contract Base:
Software One, Inc.
SCA-19-70-0169Y
11/01/2019 through 10/31/2024
County of Riverside RFQ# RIVCO-2020-RFQ-0000048
Microsoft Master Agreement Number 8084445
This contract is available for use by State of California departments only.
This amendment is being issued to:
Revise the provision, “OFFICE 365 CLOUD PURCHASES”
Revise the provision, “SCA BASE CONTRACT”
Revise the provision, “ISSUE PURCHASE ORDER TO”
Extend the term of this SLP agreement through October 31, 2024 and to replace the existing agreement in its entirety.
This contract is available for use by State Agencies which initiated enrollments, parented under Microsoft Master Agreement Number 01E73134 and 01E73970, through a Software Cooperative Agreement (SCA) that has now expired, may True-Up or procure Supplemental Licenses, Software Assurance, and Subscriptions, as an addition to their active enrollments, by referencing the SCA currently active at the time of purchase of these additional items.
Products, added to the enrollments when initially signed by the customer, are price protected (fixed prices throughout an enrollment period) by the Agency's agreement with their Licensing Solution Provider (LSP), and should therefore be purchased at the original fixed price.
The SCA Contractor is required to provide all SCA contract terms and conditions with the list of products, services and prices.
The most current ordering instructions and terms and conditions are included herein. If there are future changes to the ordering instructions and/or terms and conditions, these changes will be incorporated by an amendment to this contract.
EXHIBIT A
12 SOFTWARE COOPERATIVE AGREEMENT (SCA)
SOFTWARE ONE, INC.
SCA-19-70-0169Y, AMENDMENT NO.: 2
BUILDING GREEN • BUYING GREEN • WORKING GREEN 2
Terms and conditions listed below are hereby incorporated by reference and made a part of this SCA Agreement as if attached herein and shall apply to the purchase of goods or services made under this Participating Agreement. Contractor non-compliance with the requirements of this contract may result in contract termination.
By signing below, Contractor agrees to the General Provisions dated September 5, 2014, Microsoft Enterprise Agreement Amendment ID 8084445 dated October 22, 2019 and all other provisions included herein.
1) General Provisions – Information Technology (GSPD-401IT), effective 9/5/2014 2) Cloud Computing Services Special Provisions (Software as a Service) effective 3/15/2018
3) Cloud Computing – Software as a Service (SaaS) General Provisions effective 6/07/2019
For State of CA:
Original Signature on File
Patrick Mullen
Manager
Multiple Award Programs Section
Procurement Division
Department of General Services
Date
For Contractor:
Original Signature on File
Signature
Printed Title
Printed Name
Company Name
Date
EXHIBIT A
13 SOFTWARE COOPERATIVE AGREEMENT (SCA)
SOFTWARE ONE, INC.
SCA-19-70-0169Y, AMENDMENT NO.: 2
BUILDING GREEN • BUYING GREEN • WORKING GREEN 3
OFFICE 365 CLOUD PURCHASES
When procuring Office 365 Cloud
products/services, State departments
should conduct an analysis and use their
own due diligence to determine if Office
365 is the most cost effective solution that
meets their business needs and security
requirements. In addition, state
departments should not issue a Request
for Offer (RFO) or enter into an agreement
with a Microsoft SCA Contractor prior to
reading the SCA User Instructions.
AVAILABLE PRODUCTS AND/OR
SERVICES
This contract provides for the purchase
and warranty of software, software
maintenance, technical support, and
implementation services.
Only products from the manufacturer listed
below are available within the scope of this
contract:
Microsoft
UNAVAILABLE PRODUCTS AND/OR
SERVICES
The following products and/or services are
not available under this contract:
STANDALONE HARDWARE
CONSULTING
TRAINING
INSTALLATION SERVICES
IMPLEMENTATION SERVICES
Before procuring Implementation Services,
state departments should conduct an
analysis and use their own due diligence to
determine if these services are the most
cost effective solution that meets their
business needs and security requirements.
Requirements
State departments must complete a
Statement of Work (SOW) for all
Implementation services.
Job titles/categories are limited to those
identified in the SLP price list.
Hourly rates must not exceed those
identified in the SLP price list.
Implementation services can only be
purchased when they are in support of
software purchased under the SLP.
Time and Material pricing must not
exceed the job Title hourly rate times
the number of hours to complete the job.
NOTE: Implementation Services under
this contract must be paid in arrears.
SOFTWARE MAINTENANCE,
SUBSCRIPTION AND SAAS RENEWALS
Software Maintenance, Subscription and
SaaS renewals shall be fixed at the
agencies prior applicable rates (or lower),
with a 0% uplift (no up-lift) and no
additional increases, fees or charges
added, for the duration of this SCA
contract.
SCA BENEFITS
Under this Microsoft Enterprise License
Agreement (MELA), you may qualify for
free online E-Learning courses, training
vouchers and other benefits. When
accessing your account at the Microsoft
Volume Licensing Service Center, be sure
to check what benefits you are entitled to.
If you need assistance, please contact your
Licensing Solution Provider (LSP).
SCA BASE CONTRACT
EXHIBIT A
14 SOFTWARE COOPERATIVE AGREEMENT (SCA)
SOFTWARE ONE, INC.
SCA-19-70-0169Y, AMENDMENT NO.: 2
BUILDING GREEN • BUYING GREEN • WORKING GREEN 4
This SCA is based on Software One, Inc.’s
participating Agreement #8084445, and is
based on the products and/or services and
prices from the County of Riverside
Microsoft Enterprise License Agreement
(MELA)# RFQ# PSA-0001530 RIVCO-
2020-RFQ-0000048 that has a term of
11/1/2019 through 10/31/2024.
CONTRACTOR PROVIDES COPY OF
SCA CONTRACT AND ANY
AMENDMENTS TO ORDERING
AGENCIES.
The Contractor is required to provide
ordering departments a copy of the entire
SCA contract that consists of the following:
SCA contract signed and dated by both
the DGS and contractor.
SCA contract terms and conditions
including General Provisions and
Information Technology, Software
Special Provisions.
Std. 204 Payee Data Record.
Products and price list.
Amendments to the SCA, if applicable.
CONTRACT PRICES
Contract prices for products and/or
services are maximums. The ordering
department is encouraged to negotiate
lower prices.
PRODUCT AND PRICING CHANGES
AND/OR UPDATES ARE NOT
AUTHORIZED UNTIL REVIEWED AND
APPROVED BY DGS PROCUREMENT
DIVISION SOFTWARE LICENSING
PROGRAM.
Said documents are to be sent to the
Department of General Services (DGS)
Procurement Division, Software Licensing
Program, 707 Third Street, 2nd Floor, West
Sacramento, CA 95605-2811, Attention
SLP Unit.
CONTRACTOR QUARTERLY REPORTS
Contractors are required to submit a
detailed report quarterly to the DGS
Procurement Division, Software
Licensing Program. Reports should be
sent via email to: [email protected].
A separate report is required for each
contract, as differentiated by alpha suffix (if
applicable). Contractors with resellers are
responsible for reporting reseller ordering
activity. Any report that does not follow the
required format or that excludes
information will be deemed incomplete and
returned to the contractor.
State agencies will continue to be billed the
applicable administrative use fee by the
DGS-PD.
SCA Quarterly Business Activity Reports
are due in the SLP Unit within two weeks
after the end of each quarter as shown
below:
Quarter 1 Jan 1 to Mar 31 Due Apr 15
Quarter 2 Apr 1 to Jun 30 Due Jul 15
Quarter 3 Jul 1 to Sep 30 Due Oct 15
Quarter 4 Oct 1 to Dec 31 Due Jan 15
New contracts for contractors with
existing SCA contracts, and extensions
or renewals of existing contracts, will
be approved ONLY if the contractor has
submitted to the SLP Unit all quarterly
reports, due. Each quarterly report is
required within two weeks of the end of
March, June, September, and December
of each calendar year. A report is
required even when there is no activity.
The report must include the agency name,
purchase order number, purchase order
EXHIBIT A
15 SOFTWARE COOPERATIVE AGREEMENT (SCA)
SOFTWARE ONE, INC.
SCA-19-70-0169Y, AMENDMENT NO.: 2
BUILDING GREEN • BUYING GREEN • WORKING GREEN 5
date, state agency billing code, pre-tax
total order cost, agency contact name,
address and phone number, and total
dollars for the quarter.
Tax must NOT be included in the quarterly
report, even if the agency includes tax on
the purchase order.
A sample quarterly report indicating
required format and information is attached
for your reference (Attachment A).
CONTRACTOR INVOICES
Unless otherwise stipulated, the contractor
must send their invoices to the department
address set forth in the purchase order.
Invoices shall be submitted in triplicate and
shall include the following:
Contract number
Agency purchase order number
State Agency Bill Code
Line item number
Unit price
Extended line item price
Invoice total
State sales tax and/or use tax shall be
itemized separately and added to each
invoice as applicable.
The company name on the SCA contract,
purchase order and invoice must match or
the State Controller’s Office will not
approve payment.
CONTRACTOR OWNERSHIP
INFORMATION
Software One, Inc. is a large business
enterprise.
AGENCY NON-COMPLIANCE
Agency non-compliance with the
requirements of this contract may result in
the loss of delegated purchasing authority
to use the SCA.
PLEASE REQUEST A COPY OF ALL
CONTRACT TERMS AND CONDITIONS
FROM THE CONTRACTOR, IF NOT
PROVIDED INITIALLY.
ISSUE PURCHASE ORDER TO:
Agency purchase orders must be mailed to
the following address, or faxed to (800)
366-9994:
Software One, Inc.
20875 Crossroads Circle, Suite 1
Waukesha, WI 53186
Attn: Jason Carmer
Agencies with questions regarding
products and/or services may contact the
contractor as follows:
Phone: (800) 400-9852
E-mail: [email protected]
SHIPPING INSTRUCTIONS
F.O.B. (Free On Board) Destination
DELIVERY
30 days after receipt of order, or as
negotiated between agency and Contractor
and included in the purchase order.
CONTRACTOR RESPONSE TO RFO
When responding to a Request For Offer
(RFO) under this contract, contractor must
provide pricing for both the initial purchase
and possible subsequent True-Ups, for
each year purchased. In addition,
contractor must provide a margin above
contractor’s cost from Microsoft
(represented as a percentage) which will
EXHIBIT A
16 SOFTWARE COOPERATIVE AGREEMENT (SCA)
SOFTWARE ONE, INC.
SCA-19-70-0169Y, AMENDMENT NO.: 2
BUILDING GREEN • BUYING GREEN • WORKING GREEN 6
not be exceeded in the event that
additional products, not added at signing
are added to the enrollment after the
enrollment has commenced.
AGENCY RESPONSIBILITY
Agencies must contact contractors to
obtain copies of the contracts and compare
them for a best value purchasing decision.
Each agency is responsible for its own
contracting program and purchasing
decisions, including use of the SCA
program and associated outcomes.
This responsibility includes, but is not
necessarily limited to, ensuring the
necessity of the services, securing
appropriate funding, complying with laws
and policies, preparing the purchase order
in a manner that safeguards the State’s
interests, obtaining required approvals, and
documenting compliance with Government
Code 19130.b (3) for outsourcing services.
It is the responsibility of each agency to
consult as applicable with their legal staff
and contracting offices for advice
depending upon the scope or complexity of
the purchase order.
If you do not have legal services available
to you within your agency, the DGS Office
of Legal Services is available to provide
services on a contractual basis.
ORDER REQUIREMENTS AND
MAXIMUM ORDER LIMIT
Purchases under this SCA are subject to
the following requirements:
There is no maximum order limit under
this SCA.
Unless otherwise determined by an
individual ordering agency purchasing
authority, no SCA order may be
executed by a State agency that
exceeds that agency’s purchasing
authority threshold. State agencies with
approved purchasing authority, along
with their dollar thresholds can be
obtained at the List of State
Departments with Approved Purchasing
Authority.
Agencies must adhere to the detailed
requirements in the State Contracting
Manual (SCM) when using SCA
contracts. The requirements for the
following bullets are in the SCM, Volume
3, (for IT): If soliciting offers from a
certified DVBE, include the Disabled
Veteran Business Enterprise
Declarations form (Std. 843) in the
Request for Offer. This declaration
must be completed and returned by the
DVBE prime contractor and/or any
DVBE subcontractors. (See the SCM
Volume 3, Chapter 3)
This is not a bid transaction, so the
small business preference, DVBE
participation goals, protest language,
intents to award, evaluation criteria,
advertising, etc., are not applicable.
State agencies must solicit a minimum
of 3 SCA contractors (initial purchase
only).
If less than 3 offers are received, State
agencies must document their file with
the reasons why the other suppliers
solicited did not respond with an offer.
Assess the offers received using best
value methodology, with cost as one of
the criteria.
Issue a Purchase Order to the selected
contractor.
For SCA transactions under $10,000,
only one offer is required if the State
agency can establish and document that
the price is fair and reasonable. The fair
and reasonable method can only be
used for non-customizable purchases.
EXHIBIT A
17 SOFTWARE COOPERATIVE AGREEMENT (SCA)
SOFTWARE ONE, INC.
SCA-19-70-0169Y, AMENDMENT NO.: 2
BUILDING GREEN • BUYING GREEN • WORKING GREEN 7
After establishing a Microsoft Enterprise
Agreement enrollment with one of the
SCA approved Licensing Solutions
Provider (LSP), State agencies may
choose to make all future: annual
payments, true-ups and ‘additional
product’ purchases from that LSP
without obtaining additional quotes from
approved SCA LSP’s, for the term of the
enrollment. However, the LSP's initial
response must identify: annual
payments, true-up costs, and the mark-
up above NET of any ‘additional
products’ added to the enrollment.
If an agency decides that a change of
LSP would be beneficial, this can be
achieved. The change of LSP (known
officially as a “Change of Channel
Partner”), changes all future payments
from one LSP to another LSP, including:
any outstanding annual payments, true-
ups, and ‘additional product’ purchases.
The new LSP will be responsible for
assisting your agency during the annual
true-up reporting process, advising the
agency on Software Assurance benefits,
downloads, Volume License Keys, etc.
NOTE: Make sure that the new LSP is
willing to accept the payment
structure established by the initial
LSP, unless the agency is willing to
increase their ‘annual payment’ to
satisfy the new LSP’s desired
payment structure.
A “Change of Channel Partner” must be
completed at least 90 days prior to the
agency’s individual Microsoft Enterprise
Agreement enrollment anniversary date.
The Anniversary date falls annually,
after the enrollment start date. The
“Change of Channel Partner” document
can be obtained from the new LSP and
when completed should be submitted to
the new LSP. The new LSP will submit
the document to Microsoft.
NOTE: When choosing a LSP, agencies
should use their own due diligence to
insure that the prices for all products
are the most cost efficient solution.
SPLITTING ORDERS
Splitting orders to avoid any monetary
limitations is prohibited.
Do not circumvent normal procurement
methods by splitting purchases into a
series of delegated purchase orders (SAM
3572).
Splitting a project into small projects to
avoid either fiscal or procedural controls is
prohibited (SAM 4819.34).
MINIMUM ORDER LIMITATION
There is a minimum order of 25 users or
desktop per new enrollment.
ORDERING PROCEDURES
1. Order Form
State departments shall use a
Contract/Delegation Purchase Order
(Std. 65) for purchases and services.
Electronic copies of the State Standard
Forms can be found at the Office of
State Publishing web site:
http://www.dgs.ca.gov/osp (select
Standard Forms). The site provides
information on the various forms and
use with the Adobe Acrobat Reader.
Beyond the Reader capabilities, Adobe
Acrobat advanced features may be
utilized if you have Adobe Business
Tools or Adobe Acrobat 4.0 installed on
your computer. Direct link to the
Standard Form 65:
EXHIBIT A
18 SOFTWARE COOPERATIVE AGREEMENT (SCA)
SOFTWARE ONE, INC.
SCA-19-70-0169Y, AMENDMENT NO.: 2
BUILDING GREEN • BUYING GREEN • WORKING GREEN 8
(http://www.documents.dgs.ca.gov/dgs/f
mc/pdf/std065.pdf)
2. Purchase Orders
All Ordering Agency purchase order
documents executed under this SCA
must contain the applicable SCA base
contract number as show on page 1.
a. State Departments:
Std. 65 Purchase Documents –
State departments not transacting
in FI$Cal must use the Purchasing
Authority Purchase Order (Std. 65)
for purchase execution. An
electronic version of the Std. 65 is
available at the DGS-PD website
at http://www.dgs.ca.gov/
pd/Forms.aspx (select Standard
STD Forms).
FI$Cal Purchase Documents –
State departments transacting in
FI$Cal will follow the FI$Cal
procurement and contracting
procedures.
The ordering agency is required to
forward a copy of each purchase
order to the Department of General
Services (DGS), Procurement
Division – Software Licensing
Program, 707 Third Street, 2nd Floor,
West Sacramento, CA 95605-2811.
The agency is required to complete and
distribute the order form. For services,
the agency shall modify the information
contained on the order to include the
service period (start and end date), and
the monthly cost (or other intermittent
cost), and any other information
pertinent to the services being provided.
The cost for each line item should be
included in the order, not just system
totals.
The contractor must immediately reject
orders that are not accurate.
Discrepancies are to be negotiated and
incorporated into the order prior to the
products and services being delivered.
3. Purchase Order Amendments
Purchase order amendments may be
issued throughout an enrollment period
(after SCA expires) for true-ups and
additional products, only when all
Licensing Solution Providers (LSP’s)
responses to the initial RFO identifies:
annual payments, true-up costs and the
mark-up above NET of any additional
products.
4. Service and Delivery after Contract
Expiration
Purchase orders must be issued before
the SCA contract end term expires.
Also, purchase order amendments
cannot be issued to add product and
software maintenance if the SCA
contract end term has expired.
SMALL BUSINESS MUST BE
CONSIDERED
Prior to placing orders under the SCA,
state departments shall, whenever
practicable, first consider offers from small
businesses that have established SCA
contracts [GC Section 14846(b)].
NOTE: The Department of General
Services auditors will request
substantiation of compliance with this
requirement when department files are
reviewed.
EXHIBIT A
19 SOFTWARE COOPERATIVE AGREEMENT (SCA)
SOFTWARE ONE, INC.
SCA-19-70-0169Y, AMENDMENT NO.: 2
BUILDING GREEN • BUYING GREEN • WORKING GREEN 9
SMALL BUSINESS/DVBE – TRACKING
State departments are able to claim
subcontracting dollars towards their small
business or DVBE goals whenever the
Contractor subcontracts a commercially
useful function to a certified small business
or DVBE. The Contractor will provide the
ordering department with the name of the
small business or DVBE used and the
dollar amount the ordering department can
apply towards its small business or DVBE
goal.
SMALL BUSINESS/DVBE -
SUBCONTRACTING
1. The amount an ordering department
can claim towards achieving its small
business or DVBE goals is the dollar
amount of the subcontract award made
by the Contractor to each small
business or DVBE.
2. The Contractor will provide an ordering
department with the following
information at the time the order is
quoted:
a. The Contractor will state that, as the
prime Contractor, it shall be
responsible for the overall execution
of the fulfillment of the order.
b. The Contractor will indicate to the
ordering department how the order
meets the small business or DVBE
goal, as follows:
List the name of each company
that is certified by the Office of
Small Business and DVBE
Certification that it intends to
subcontract a commercially
useful function to; and
Include the small business or
DVBE certification number of
each company listed, and attach
a copy of each certification; and
Indicate the dollar amount of
each subcontract with a small
business or DVBE that may be
claimed by the ordering
department towards the small
business or DVBE goal; and
Indicate what commercially
useful function the small
business or DVBE subcontractor
will be providing towards
fulfillment of the order.
3. The ordering department’s purchase
order must be addressed to the prime
Contractor, and the purchase order
must reference the information provided
by the prime Contractor as outlined
above.
PRODUCTIVE USE REQUIREMENTS
The customer in-use requirement applies
to all procurements of information
technology equipment and software, per
the SCM, Volume 3, Chapter 2, Section
2.B6.2 and SCM, Volume FI$Cal, Chapter
2, Section 2.E3.2.
Each equipment or software component
must be in current operation for a paying
customer and the paying customer must be
external to the contractor’s organization
(not owned by the contractor and not
owning the contractor).
To substantiate compliance with the
Productive Use Requirements, the SCA
contractor must provide upon request the
name and address of a customer
installation and the name and telephone
number of a contact person.
The elapsed time such equipment or
software must have been in operation is
based upon the importance of the
EXHIBIT A
20 SOFTWARE COOPERATIVE AGREEMENT (SCA)
SOFTWARE ONE, INC.
SCA-19-70-0169Y, AMENDMENT NO.: 2
BUILDING GREEN • BUYING GREEN • WORKING GREEN 10
equipment or software for system
operation and its cost. The following
designates product categories and the
required period of time for equipment or
software operation prior to approval of the
replacement item on SCA.
Category 1 - Critical Software: Critical
software is software that is required to
control the overall operation of a computer
system or peripheral equipment. Included
in this category are operating systems,
data base management systems, language
interpreters, assemblers and compilers,
communications software, and other
essential system software.
Cost Installation Final Bid
Submission
More than
$100,000 8 months 6 months
$10,000 up to
$100,000 4 months 3 months
Less than
$10,000 1 month 1 month
Category 2 - All Information Technology
Equipment and Non-Critical Software:
Information technology equipment is
defined in State Administrative Manual
(SAM) § 4819.2.
Cost Installation Final Bid
Submission
More than
$100,000 6 months 4 months
$10,000 up
to $100,000 4 months 3 months
Less than
$10,000 1 month 1 month
APPLICABLE CODES, POLICIES AND
GUIDELINES
All California codes, policies and guidelines
are applicable. THE USE OF THE SCA
DOES NOT REDUCE OR RELIEVE
STATE DEPARTMENTS OF THEIR
RESPONSIBILITY TO MEET STATEWIDE
REQUIREMENTS REGARDING
CONTRACTING OR THE
PROCUREMENT OF GOODS OR
SERVICES. Most procurement and
contract codes, policies, and guidelines are
incorporated into The SCA contracts.
Notwithstanding this, there is no guarantee
that “every” possible requirement that
pertains to all the different and unique state
processes has been included.
TERMINATION OF SCA CONTRACT
1. The State or Contractor may terminate
this SCA Contract at any time upon 30
days prior notice.
2. Upon termination or other expiration of
this Contract, each party will assist the
other party in orderly termination of the
Contract and the transfer of all assets,
tangible and intangible, as may
facilitate the orderly, nondisrupted
business continuation of each party.
3. This provision shall not relieve the
Contractor of the obligation to perform
under any purchase order or other
similar ordering document executed
prior to the termination becoming
effective.
STATEWIDE PROCUREMENT
REQUIREMENTS
Departments must carefully review and
adhere to the following Procurement
Requirements, such as:
SAM Section 4819.41 and 4832
certifications for information technology
procurements and compliance with
policies.
Services may not be paid for in
advance.
EXHIBIT A
21 SOFTWARE COOPERATIVE AGREEMENT (SCA)
SOFTWARE ONE, INC.
SCA-19-70-0169Y, AMENDMENT NO.: 2
BUILDING GREEN • BUYING GREEN • WORKING GREEN 11
Departments are required to file with the
Department of Fair Employment and
Housing (DFEH) a Contract Award
Report Std. 16 for each order over
$5,000 within 10 days of award,
including supplements that exceed
$5,000.
Pursuant to Unemployment Insurance
Code Section 1088.8, state and local
government agencies must report to the
Employment Development Department
(EDD) all payments for services that
equal $600 or more to independent sole
proprietor contractors. See the
contractor's Std. Form 204, Payee Data
Record, in the SCA contract to
determine sole proprietorship. All
inquiries regarding this subject should
be forwarded to EDD: Technical
questions: 916/651-6945 or Information
and forms: 916/657-0529.
Annual small business and disabled
veteran reports.
ETHNICITY/RACE/GENDER REPORTING
REQUIREMENT
Effective July 1, 2002, in accordance with
Public Contract Code 10116, state
departments are to capture information on
ethnicity, race, and gender of business
owners (not subcontractors) for all
awarded contracts, including CAL-Card
transactions. Each department is required
to independently report this information to
the Governor and the Legislature on an
annual basis.
Departments are responsible for
developing their own guidelines and forms
for collecting and reporting this information,
Contractor participation is voluntary.
PAYMENTS AND INVOICES
1. Payment Terms
Payment will be made in accordance
with the provisions of the California
Prompt Payment Act, Government
Code Section 927 et. seq. Unless
expressly exempted by statute, the
Act requires State agencies to pay
properly submitted, undisputed
invoices not more than 45 days after
(i) the date of acceptance of goods or
performance of services; or (ii) receipt
of an undisputed invoice, whichever is
later.
2. Advance Payments
Advance payment is allowed for
services only under limited, narrowly
defined circumstances, e.g. between
specific departments and certain
types of non-profit organizations, or
when paying another government
agency (Government Code (GC) §
11256 – 11263 and 11019).
It is NOT acceptable to pay in
advance, except software
maintenance and license fees, which
are considered a subscription and
may be paid in advance if a provision
addressing payment in advance is
included in the purchase order.
Software warranty upgrades and
extensions may also be paid for in
advance.
3. Payee Data Record (Std. 204)
State Agencies not transacting in
FI$Cal, must obtain a copy of the
Payee Data Record (Std. 204) in
order to process payments. State
Ordering Agencies forward a copy of
the Std. 204 to their accounting
office(s). Without the Std. 204,
payment may be unnecessarily
delayed. State Agencies should
EXHIBIT A
22 SOFTWARE COOPERATIVE AGREEMENT (SCA)
SOFTWARE ONE, INC.
SCA-19-70-0169Y, AMENDMENT NO.: 2
BUILDING GREEN • BUYING GREEN • WORKING GREEN 12
contact the Contractor for copies of
the Payee Data Record
4. DGS Administrative and Incentive
Fees
Orders from State Agencies:
The Department of General Services
(DGS) will bill each State agency
directly an administrative fee for use
of SCA contracts. The administrative
fee should NOT be included in the
order total, nor remitted before an
invoice is received from DGS.
See the DGS Price Book at
www.dgs.ca.gov/publications (click on
DGS Price Book) for current fees.
5. Credit Card
Software One, Inc. does not accept
the State of California credit card
(CAL-Card).
FEDERAL DEBARMENT
When federal funds are being expended,
the department is required to obtain (retain
in file) a signed “Federal Debarment”
certification from the contractor before the
purchase order is issued. This
certification is required by the regulations
implementing Executive Order 12549,
Debarment and Suspension, 29 CFR Part
98, Section 98.510, Participants;
responsibilities. The regulations were
published as Part VII of the May 26, 1988
Federal Register (pages 19160-19211).
AMERICANS WITH DISABILITY ACT
(ADA)
(See attachment B)
DGS PROCUREMENT DIVISION
CONTACT AND PHONE NUMBER
Department of General Services
Procurement Division, SLP Unit
707 Third Street, 2nd Floor
West Sacramento, CA 95605-2811
Phone no.: 916/375-4365
Faxination no.: 916/376-6371
ORDER OF PRECEDENCE
The following order of precedence shall
apply:
a. All federal, state, local laws and
regulations
b. This agreement
c. State of California, General
Provisions – Information Technology
(GSPD-401IT)
d. State of California Cloud Computing –
Software as a Service (SaaS)
General Provisions
e. State of California Cloud Computing
Services – Special Provisions (SaaS)
f. County of Riverside RFQ # RIVCO-
2020-RFQ-0000048
g. Microsoft Master Agreement #
8084445
EXHIBIT A
23 Updated 10/2019
ATTACHMENT A
SCA QUARTERLY BUSINESS ACTIVITY REPORT
Company Name:
Publisher:
For Questions Regarding this Report:
E-mail:
Reporting Calendar Year:
Reporting Quarter: Q1 (January to March)
Q2 (April to June)
Q3 (July to September)
Q4 (October to December)
Check Here if No New Orders for This Quarter
STATE GOVERNMENT AGENCY PURCHASES
State Agency
Name
Purchase
Order Number
Purchase
Order Date
Agency
Billing Code
Total Dollars
Per Purchase
Order
Agency Contact Agency Address Phone
Number
Total State Agency Dollars Reported for Quarter: $
EXHIBIT A
24 ATTACHMENT A
SCA QUARTERLY BUSINESS ACTIVITY REPORT
Procurement Division | State of California | California Government Operations Agency 707 3rd Street, 2ndFloor | West Sacramento, CA 95605 | t 916.375-4400 Instructions for completing the SCA Quarterly Business Activity Report.
1. Complete the top of the form with the appropriate information for your company.
2. Agency Name - Identify the State agency that issued the order.
3. Purchase Order Number - Identify the purchase order number (and amendment number if applicable) on the order form. This is not your invoice number. This is the number the State agency assigns to the order.
4. Purchase Order Date - Identify the date the purchase order was issued, as shown on the order. This is not the date you received, accepted, or invoiced the order.
5. Agency Billing Code - Identify the State agency billing code. This is a five-digit number identified on the upper right hand corner of the Std. 65 purchase order form.
You must identify this number on all purchases made by State of California agencies.
6. Total Dollars Per PO - Identify the total dollars of the order excluding tax and freight.
Tax must NOT be included in the quarterly report, even if the agency includes tax on the purchase order. The total dollars per order should indicate the entire purchase order amount (less tax and freight) regardless of when you invoice order, perform services, deliver product, or receive payment.
7. Agency Contact - Identify the ordering agency’s contact person on the purchase order.
8. Agency Address - Identify the ordering agency’s address on the purchase order.
9. Phone Number - Identify the phone number for the ordering agency’s contact person.
10. Total State Sales - Separately identify the total State dollars (pre-tax) for all orders placed in quarter.
11. Grand Total - Identify the total of all State dollars reported for the quarter.
Notes:
A report is required for each SCA contract each quarter even when there are no new orders for the quarter.
Quarterly reports are due two weeks after the end of the quarter.
EXHIBIT A
25 Updated 2/06/2018 15
ATTACHMENT B
ADA NOTICE
Procurement Division (State Department of General Services)
AMERICANS WITH DISABILITIES ACT (ADA) COMPLIANCE
POLICY OF NONDISCRIMINATION ON THE BASIS OF DISABILITY
To meet and carry out compliance with the nondiscrimination requirements of the Americans With Disabilities Act (ADA), it is the policy of the Procurement Division (within the State Department of General Services) to make every effort to ensure that its programs, activities, and services are available to all persons, including persons with disabilities.
For persons with a disability needing a reasonable accommodation to participate in the Procurement process, or for persons having questions regarding reasonable accommodations for the Procurement process, please contact the Procurement Division at (916) 375-4400 (main office); the Procurement Division TTY/TDD (telephone device for the deaf) or California Relay Service numbers which are listed below. You may also contact directly the Procurement Division contact person who is handling this procurement.
IMPORTANT: TO ENSURE THAT WE CAN MEET YOUR NEED, IT IS BEST THAT WE RECEIVE YOUR REQUEST AT LEAST 10 WORKING DAYS
BEFORE THE SCHEDULED EVENT (i.e., MEETING, CONFERENCE,
WORKSHOP, etc.) OR DEADLINE DUE-DATE FOR PROCUREMENT
DOCUMENTS.
The Procurement Division TTY telephone numbers are:
Sacramento Office: (916) 376-1891
Fullerton Office: (714) 773-2093
The California Relay Service Telephone Numbers are:
Voice: 1-800-735-2922 or 1-888-877-5379
TTY: 1-800-735-2929 or 1-888-877-5378
Speech-to-Speech: 1-800-854-7784
EXHIBIT A
26 PROCUREMENT DIVISION
707 Third Street, 2nd Floor
West Sacramento, CA 95605-2811
SOFTWARE COOPERATIVE AGREEMENT (SCA)
USER INSTRUCTIONS
MANDATORY
*Supplement 5*
[Supplement 4]
Effective Date: [10/31/2021] *4/26/2022*
State Agencies are instructed to carefully review the User Instructions in its entirety. Ordering Agencies are required to comply with the instructions provided herein and the terms outlined within the individual Standard 65 Agreement and its Amendments. For questions, please contact the State Agreement Administrator and reference the “Title/Description” and/or Agreement Number(s).
Changes to this document will be issued through a User Instruction Supplement.
Existing active enrollments established under Legacy Enterprise Agreement Master Agreements 01E73134 and 01E73970 can be supported, until the enrollment’s expiration under this SCA Agreement. No new or renewal enrollments on or after 11/1/2019 will be established on Legacy Master Agreements 01E73134 and 01E73970.
ORIGINAL ON FILE
Jyoti Patel-Osby, State Agreement Administrator
TITLE DESCRIPTION
TITLE/DESCRIPTION: Microsoft Software Cooperative Agreement (SCA) / Microsoft Enterprise License Agreement (MELA)
MICROSOFT AGREEMENT
NUMBER(S):
8084445
LEGACY ENTERPRISE AGREEMENT
MASTER AGREEMENT(S):
01E73134 and 01E73970
RESELLER(S): SCA-19-70-0002V Insight Public Sector, Inc. (New enrollments not allowed under this
agreement)
SCA-19-70-0008F Insight Public Sector, Inc.
SCA-19-70-0009L Softchoice Corp.
SCA-19-70-0025U CDW Government, LLC.
SCA-19-70-0169Y Software One, Inc.
SCA-19-70-0199L Zones, Inc.
SCA-19-70-0204C Crayon Software Experts, LLC.
AGREEMENT TERM: Various through October 31, 2024
AGREEMENT CATEGORY: IT Goods and Services
MAXIMUM ORDER LIMIT: Unlimited, unless otherwise specified by approved delegated purchase authority
FOR USE BY: State Agencies with limitation (See Section 1, A)
STATE AGREEMENT
ADMINISTRATOR:
Jyoti Patel-Osby
(916) 375-4332
[email protected]
EXHIBIT A
27 State of California Software Cooperative Agreement
Department of General Services USER INSTRUCTIONS
Procurement Division Microsoft Software Cooperative Agreement (SCA) / Microsoft Enterprise License Agreement (MELA)
Effective 04/26/2022 Page 2 of 11
SUMMARY OF CHANGES
All changes to most recent Supplement are in bold red italic. Additions are enclosed in asterisks; deletions are enclosed in brackets.
Supplement
Number Description/Sections Supplement
Effective Date
*5* *Supplement 5 replaces and supersedes the
previous User Instructions version effective
10/31/2021.
Revisions include:
Cover Page – Updated supplement
number and effective date.
Section 2 – updated term date to align
with the current extension*
*4/26/2022*
4 Supplement 4 replaces and supersedes previous
User Instructions version effective 10/31/2021.
Revisions include:
Cover Page – Changed agreement to:
Various through October 31, 2024.
10/31/2021
3 Supplement 3 replaces and supersedes previous
User Instructions version effective 02/01/2021.
Revisions include:
Section 5.A – Changed the CDT SCA
Agreement Administrator contact information.
07/20/2021
2 Supplement 2 replaces and supersedes previous
User Instructions version effective 12/20/2020.
Revisions include:
Cover Page – Changed title from Statewide
Cooperative Agreement (SCA) to Software
Cooperative Agreement (SCA)
Section 1 – Updated Scope and Overview.
Section 5.B.2 – Changed acquisition method
from Cooperative Agreements (requiring
further competition within the category) to
Software Licensing Program (requiring further
02/01/2021
EXHIBIT A
28 State of California Software Cooperative Agreement
Department of General Services USER INSTRUCTIONS
Procurement Division Microsoft Software Cooperative Agreement (SCA) / Microsoft Enterprise License Agreement (MELA)
Effective 04/26/2022 Page 3 of 11
competition within the category).
1 Supplement 1 replaces and supersedes previous
User Instructions version effective 07/03/2020.
Revisions include:
Cover Page –
o Contractor assignment from PCMG, Inc. to
Insight Public Sector, Inc. on agreement #
SCA-19-70-0002V.
o Update phone number for the State
Agreement Administrator.
Section 3.B - Updated phone number for the
State Agreement Administrator.
Section 5.A – Changed reference to
Technology Letter 16-01 to Technology Letter
17-06.
Section 6 – Updated provision for obtaining
offers.
12/14/2020
To obtain copies of previous User Instructions, please contact the State Agreement Administrator listed in Section 3 (Agreement Administrator).
EXHIBIT A
29 State of California Software Cooperative Agreement
Department of General Services USER INSTRUCTIONS
Procurement Division Microsoft Software Cooperative Agreement (SCA) / Microsoft Enterprise License Agreement (MELA)
Effective 04/26/2022 Page 4 of 11
TABLE OF CONTENTS
1. SCOPE AND OVERVIEW ........................................................................................ 5
2. AGREEMENT TERM ............................................................................................... 5
3. AGREEMENT ADMINISTRATOR ............................................................................ 6
4. AGREEMENT INFORMATION ................................................................................ 6
5. AGREEMENT USAGE/RULES ................................................................................ 6
6. ORDERING PROCEDURES .................................................................................... 9
7. INVOICING AND PAYMENT .................................................................................. 10
8. PROBLEM RESOLUTION/RESELLER PERFORMANCE .................................... 11
EXHIBIT A
30 State of California Software Cooperative Agreement
Department of General Services USER INSTRUCTIONS
Procurement Division Microsoft Software Cooperative Agreement (SCA) / Microsoft Enterprise License Agreement (MELA)
Effective 04/26/2022 Page 5 of 11
USER INSTRUCTIONS
1. SCOPE AND OVERVIEW
The Department of General Services, Procurement Division (DGS-PD) has established Software Cooperative Agreements (SCA) or Microsoft Enterprise License Agreements (MELA) (hereafter referred to as “Agreement”, “MELA” or “SCA”) with individual Resellers (as noted on page 1) for use of the County of Riverside RFQ # RIVCO-2020-RFQ- 0000048/Microsoft Master Agreement Number 8084445.
These Microsoft SCA/MELA agreements provide state agencies the mechanism to acquire products and services in accordance with the instructions provided herein and the terms and conditions outlined within the individual agreements.
AGREEMENT AVAILABILITY
A. State Agencies
1) Use of these agreements for the procurement of MS Online Services is MANDATORY for State of California departments and must be purchased by the California Department of Technology (CDT) on behalf of the requesting State Agency. (See Section 5)
2) Use of these agreements for items listed in the DGS SCA/MELA other than MS Online Services is approved and is limited by an Agency’s approved delegated purchasing authority. (See Section 5)
B. Local Governmental Agencies
1) Use of these agreements are not available to local agencies.
2. AGREEMENT TERM
The term for these SCA/MELA Agreements is from the date of the State’s approval through [October 31, 2021,] *October 31, 2024,* or upon termination by the State, whichever occurs first. See agreement documents for individual agreement start and expiration dates.
Note: Orders placed under these Agreements shall be executed on or before the expiration date of the SCA/MELA Agreement. Delivery of products or completion of services may be after the SCA/MELA Agreement expiration date.
EXHIBIT A
31 State of California Software Cooperative Agreement
Department of General Services USER INSTRUCTIONS
Procurement Division Microsoft Software Cooperative Agreement (SCA) / Microsoft Enterprise License Agreement (MELA)
Effective 04/26/2022 Page 6 of 11
3. AGREEMENT ADMINISTRATOR
A. DGS-PD and the reseller(s) have assigned agreement administrators as single points of contact for problem resolution and related agreement issues.
B. The State Agreement Administrator for these agreements is:
Administrator
Information State Agreement Administrator
Name: Jyoti Patel-Osby
Telephone: (916) 375-4332
Email: [email protected]
Address: DGS, Procurement Division
Attn: Jyoti Patel-Osby
707 Third Street, 2nd Floor, MS 2-202
West Sacramento, CA 95605
C. Reseller Agreement Administrator information can be found within each agreement.
4. AGREEMENT INFORMATION
A. Available Products
Resellers may offer Microsoft licenses, MS Online Services and other Microsoft product offerings including on-premise licenses, software warranties, software maintenance, implementation services and technical support. Specific product offerings can be found within each individual SCA/MELA agreement’s pricelist.
B. Unavailable Products
The following products and services are not available under these agreements:
Standalone Hardware
Consulting
Training
Installation Services
C. Reseller Agreements and Pricing
Reseller agreements and price lists are posted on Cal eProcure. For copies of the reseller agreements and pricelists, please visit:
https://www.caleprocure.ca.gov. Search using the reseller agreement numbers listed on page one (1) of these User Instructions.
Resellers may offer greater discounts and/or lower prices than those published in pricing list. The pricelists represent a maximum price the Resellers may charge for a product and/or service.
5. AGREEMENT USAGE/RULES
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32 State of California Software Cooperative Agreement
Department of General Services USER INSTRUCTIONS
Procurement Division Microsoft Software Cooperative Agreement (SCA) / Microsoft Enterprise License Agreement (MELA)
Effective 04/26/2022 Page 7 of 11
A. State Agency Mandatory Requirements
Per Technology Letter 17-06, state entities procurement of MS Online Products/Services available through CDT only. Before procuring any MS Online products/services, State Departments should conduct an analysis and use due diligence to determine if these services are the most cost-effective solution that meets their business needs and security requirements. In addition, all State Departments must submit a Service Request with CDT to place an order for any Microsoft Online Product and/or Service. Contact your CDT Customer Engagement Representative for information on submitting a Service Request.
You can find your agency’s engagement representative here:
https://cdt.ca.gov/account-lead-lookup/.
You may also contact the CDT SCA Agreement Administrator referenced below.
Administrator
Information
CDT SCA Agreement Administrator
Name: Danielle Kanelos
Telephone: (916) 431-5052
Email: [email protected]
B. Additional Requirements
In addition to the User Instructions and the SLP Provisions contained within the SCA /MELA Agreements, the following must be considered and adhered to:
1) Adherence to Applicable Laws
State agencies must adhere to all applicable State laws, regulations, policies, best practices, and purchase authority requirements (e.g.
California Codes, Code of Regulations, State Administrative Manual, Management Memos, and State Contracting Manual).
2) Purchase Authority
a. The acquisition method and type for these agreements are:
Acquisition Method Acquisition Type
Software Licensing Program
(requiring further competition
within the category)
IT Goods/Services
Prior to executing agreements, state agencies must have been granted purchasing authority by DGS-PD for the use of the acquisition method and type listed above. For more information, contact the DGS-PD Purchasing Authority Management Section at [email protected]. 3) California Seller’s Permit
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33 State of California Software Cooperative Agreement
Department of General Services USER INSTRUCTIONS
Procurement Division Microsoft Software Cooperative Agreement (SCA) / Microsoft Enterprise License Agreement (MELA)
Effective 04/26/2022 Page 8 of 11
Prior to placing orders under these agreements, state agencies should verify that permits are currently valid on California Department of Tax and Fee Administration (CDTFA) website (www.cdtfa.ca.gov/). State agencies must adhere to the file documentation required in the State Contracting Manual Volume, as applicable.
4) DGS Administrative Fee
For procurements made under an agency’s delegated purchasing authority, DGS will bill each State agency an administrative fee for use of this statewide MSA. The administrative fee should NOT be included in the order total, nor remitted before an invoice is received from DGS.
Current fees are available online in the Procurement Division Price Book located at: https://www.dgs.ca.gov/OFS/Price-Book. (Click on “Purchasing” under Procurement Division.)
5) CDT Processing Fee
All orders processed by CDT on behalf of state agencies are subject to the applicable CDT VHSS Fee. Current fees are available online at:
https://www.cdt.ca.gov/services/rates . The CDT VHSS Fee should NOT be included in the order total.
6) Order Limits/Dollar Thresholds
State agencies may execute orders, including amendments, up to the maximum order limit listed on page 1, unless otherwise specified by their approved delegated purchasing authority. Each State agency’s purchasing authority is listed by acquisition method and type on their Purchasing Authority Approval Letter (PAAL).
Pursuant to Public Contract Code Section 10329, willfully splitting a single purchasing transaction into a series of transactions for the purpose of evading bidding requirements or to circumvent ordering limits is prohibited. 7) Civil Rights Certification (orders $100,000 or above) Prior to placing orders under these agreements, State Ordering Agencies should collect this certification if the procurement is $100,000 or more.
State Ordering Agencies must adhere to the file documentation required in the State Contracting Manual Volume, as applicable.
8) Iran Contracting Act Certification (orders over $1 million) Prior to placing orders under these agreements, State Ordering Agencies must check the “Entities Prohibited from Contracting with Public Entities in California per the Iranian Contracting Act, 2010 List” posted by DGS to confirm awardee is not listed as an ineligible business. If the procurement is over $1 million dollars, State Ordering Agency should collect this
EXHIBIT A
34 State of California Software Cooperative Agreement
Department of General Services USER INSTRUCTIONS
Procurement Division Microsoft Software Cooperative Agreement (SCA) / Microsoft Enterprise License Agreement (MELA)
Effective 04/26/2022 Page 9 of 11
certification. State Ordering Agencies must adhere to the file documentation required in the State Contracting Manual Volume, as applicable.
C. Statement of Work (SOW)
State agencies are not required to submit a statement of work for purchases of MS Online Services requested through CDT.
D. Procurement Analysis
State departments are responsible for classifying their data and security needs appropriately and making a risk informed decision when procuring under their agency’s delegated purchasing authority.
6. ORDERING PROCEDURES
A. Reseller Selection Process
1) State agencies electing to use these agreements must select a Reseller using the Best Value Request for Offer (RFO) process outlined below:
a. Develop RFO – Ordering Agency will develop a RFO which includes the following information, at a minimum:
All relevant Ordering Agency contact information necessary for the Reseller to respond to the RFO.
A detailed list of the software, maintenance and technical support requested; and
Bidder Declaration (GSPD 05-105)
b. Solicit Offers – Ordering Agency shall solicit offers from a minimum of three Resellers.
If multiple Resellers are solicited and less than three offers are received, the Ordering Agency must document their file with the reasons why the other Resellers solicited did not respond with an offer.
Orders valued less than $10,000 may be executed without obtaining multiple offers if fair and reasonable pricing has been established and documented within the procurement file.
No new enrollments are allowed under Insight Public Sector, Inc. agreement # SCA-19-70-0002V. Agreement # SCA-19-70-0002V will allow for amendments only. Ordering Agencies may send new enrollment RFOs to Insight Public Sector, Inc. under agreement # SCA-19-70-0008F.
c. Determine Best Value – Ordering Agency will review all responsive offers and select a Reseller based on best value, with cost as one of the criteria.
EXHIBIT A
35 State of California Software Cooperative Agreement
Department of General Services USER INSTRUCTIONS
Procurement Division Microsoft Software Cooperative Agreement (SCA) / Microsoft Enterprise License Agreement (MELA)
Effective 04/26/2022 Page 10 of 11
d. Document Results – Ordering Agency must document the results of the best value RFO process within the procurement file including, but not limited to Resellers that were contacted, recap of their offers, how the selection was made and criteria for determining “best value”. Ordering Agencies have the option to use the Best Value Determination Worksheet (available in the State Contracting Manual) or the agency’s own form to document the results.
e. Issue Purchase Order – Ordering Agency will issue a STD. 65 purchase order document to the selected Reseller.
B. Purchase Order Form and Execution
1) All Ordering Agency purchase order documents executed under these agreements must contain the applicable SCA/MELA Agreement number. a. STD 65 Purchase Documents – State Agencies not transacting in FI$Cal must use the Purchasing Authority Purchase Order (STD 65) for purchase execution. An electronic version of the STD 65 is available at the DGS-PD website (https://www.dgs.ca.gov/PD/Forms).
b. FI$Cal Purchase Documents – State agencies transacting in FI$Cal will follow the FI$Cal procurement and contracting procedures.
7. INVOICING AND PAYMENT
A. Payment Terms
Payment terms for these agreements are net forty-five (45) days. Payment will be made in accordance with the provisions of the California Prompt Payment Act, Government Code Section 927, et seq. Unless expressly exempted by statute, the Act requires State agencies to pay properly submitted, undisputed invoices not more than forty- five (45) days after the date of acceptance of goods, performance of services, or receipt of an undisputed invoice, whichever is later.
B. Payee Data Record
State Ordering Agencies not transacting in FI$Cal, must obtain a copy of the Payee Data Record (STD 204) in order to process payments. State Ordering Agencies forward a copy of the STD 204 to their Accounting office(s). Without the STD 204, payment may be unnecessarily delayed.
C. CAL-Card
State agencies may use the CAL-Card for the payment of invoices. Use of the CAL-Card requires the execution of a purchase order document as referenced in Section 6.B (Purchase Order Form) and must include all required documentation applicable to the purchase.
CAL-Card is a payment mechanism, not a procurement approach and, therefore, does not relieve state agencies from adhering to all procurement laws, regulations,
EXHIBIT A
36 State of California Software Cooperative Agreement
Department of General Services USER INSTRUCTIONS
Procurement Division Microsoft Software Cooperative Agreement (SCA) / Microsoft Enterprise License Agreement (MELA)
Effective 04/26/2022 Page 11 of 11
policies, procedures, and best practices, including those discussed in the State Contracting Manual. This includes but is not limited to the application of all sales and use tax laws, rules and policies as applicable to the purchase.
8. PROBLEM RESOLUTION/RESELLER PERFORMANCE
Ordering agencies should first attempt to resolve complaints, issues or disputes informally with the Reseller. If the issue or dispute cannot be resolved by the Ordering Agency, the issue may be elevated to the DGS-PD State Agreement Administrator.
EXHIBIT A
37 EXHIBIT A
38 SOFTWARE COOPERATIVE AGREEMENT (SCA)
SOFTWARE ONE, INC.
SCA-19-70-0169Y, AMENDMENT NO.: 1
BUILDING GREEN • BUYING GREEN • WORKING GREEN
2 AVAILABLE PRODUCTS AND/OR
SERVICES
This contract provides for the purchase
and warranty of software, software
maintenance, technical support, and
implementation services.
Only products from the manufacturer listed
below are available within the scope of this
contract:
Microsoft
UNAVAILABLE PRODUCTS AND/OR
SERVICES
The following products and/or services are
not available under this contract:
STANDALONE HARDWARE
CONSULTING
TRAINING
INSTALLATION SERVICES
IMPLEMENTATION SERVICES
Before procuring Implementation Services,
state departments should conduct an
analysis and use their own due diligence to
determine if these services are the most
cost effective solution that meets their
business needs and security requirements.
Requirements
• State departments must complete a
Statement of Work (SOW) for all
Implementation services.
• Job titles/categories are limited to those
identified in the SLP price list.
• Hourly rates must not exceed those
identified in the SLP price list.
• Implementation services can only be
purchased when they are in support of
software purchased under the SLP.
• Time and Material pricing must not
exceed the job Title hourly rate times
the number of hours to complete the
job.
NOTE: Implementation Services under
this contract must be paid in arrears.
EXHIBIT A
39 Governor Gavin Newsom
PROCUREMENT DIVISION | State of California |Government Operations Agency 707 3rd Street, 2nd Floor | West Sacramento, CA 95605 | t 916.375.4400 October 31, 2019
Ms. Margarita Apodaca
Software One, Inc.
20875 Crossroads Circle, Suite 1
Waukesha, WI 53186
Ms. Apodaca,
The state is pleased to accept your offer to establish a Software Cooperative Agreement (SCA) contract. Your SCA contract number is SCA-19-70-0169Y . This contract number must be shown on every invoice you issue to a state or local government agency customer. Ordering agencies may purchase their software products and/or software maintenance from your SCA contract during the term of the County of
Riverside RFQ no. RIVCO-2020-
RFQ-0000048, Microsoft Master Agreement no. 8 084445.
This acceptance letter and the attached SCA contract are considered to be the contract. Upon request, it is the responsibility of your organization to furnish copies of the SCA contract to state government agencies.
The SCA Program strongly recommends that government agencies place orders with suppliers who provide ALL of the
contract elements.
This letter shall not be construed as a commitment to purchase any or all software products and/or software maintenance from your firm.
Approval is required from the state for all news releases about the SCA contract. Also, it is not acceptable to include products or services on the SCA contract which are not approved on the Software License Agreement.
Should you have any questions regarding this contract, please contact me at 916/375-4332.
Sincerely,
Jyoti Patel-Osby, Contract Administrator
Software Licensing Program
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91 Invoice Address
City Of Simi Valley
Attn: Accounts Payable
2929 Tapo Canyon Rd
SIMIVALLEY, CA 93063
Shipping Address
City Of Simi Valley
Attn: Accounts Payable
2929 Tapo Canyon Rd
SIMIVALLEY, CA 93063
License Address
City Of Simi Valley
Attn: Accounts Payable
2929 Tapo Canyon Rd
SIMIVALLEY, CA 93063
[email protected]
Quote US-QUO-1129416
Start Date Version
Description End Date OS Amount
Pos. No. Manufacturer Disc-Lev. Format Lic. Model Lic. Metrics Qty. Unit Price Sales Tax (USD) Contract: SCA-19-70-0169Y
Renewal From EA Enrollment: 70968675
Budgetary (October 2023 Pricelist)
10 NYH-00001 Teams AC with Dial Out US/CA GCC Sub Add-on NON-SPEC/AL Monthly Subscription Non-Specific
Microsoft LEVEL D SUB IEA 612 0.00 0.00 0.00
20 3GU-00001 Defender O365 P1 GCC Sub Per User NON-SPEC/AL Government Monthly Subscription Non-Specific
Microsoft LEVEL D SUB IEA GOV 612 18.36 0.00 11,236.32
30 AAD-34700 M365 G3 Unified FSA GCC Sub Per User NON-SPEC/AL Monthly Subscription Non-Specific
Microsoft LEVEL D SUB IEA 589 324.78 0.00 191,295.42
40 AAD-34704 M365 G3 Unified FUSL GCC Sub Per User NON-SPEC/AL Government Monthly Subscription Add Prod Non-Specific
Microsoft LEVEL D SUB IEA ADD G 23 382.06 0.00 8,787.38 City Of Simi Valley
Attn: Accounts Payable
2929 Tapo Canyon Rd
SIMIVALLEY, CA 93063
Date
Customer No.
Your Reference
Account Manager
Your Contact Person
E-Mail
Our Tax ID
10/17/2023
US-SCU-128132
MS EA Renewal (MRH)
Monte Hunter
GOV US
[email protected]
39-1501504
EXHIBIT B
92 Start Date Version
Description End Date OS Amount
Pos. No. Manufacturer Disc-Lev. Format Lic. Model Lic. Metrics Qty. Unit Price Sales Tax (USD) 50 076-01912 Project Standard NON-SPEC/AL
Government 1 Year SA Add Prod Non-Specific
Microsoft LEVEL D MNT IEA ADD G 1 129.26 0.00 129.26
60 7NQ-00292 SQL Server Standard Core 2 Lic Core Lic NON-SPEC/AL Government 1 Year SA Add Prod Non-Specific
Microsoft LEVEL D MNT IEA ADD G 36 650.34 0.00 23,412.24 70 6VC-01254 Windows Remote Desktop Services User CAL only NON-SPEC/AL Government 1 Year SA Add Prod Non-Specific
Microsoft LEVEL D MNT IEA ADD G 30 23.89 0.00 716.70
80 9EA-00273 Windows Server DataCenter Core 16Lic Core Lic NON-SPEC/AL Government 1 Year SA Add Prod Non-Specific
Microsoft LEVEL D MNT IEA ADD G 15 1,015.08 0.00 15,226.20 90 TK7-00002 O365 Advanced Compliance GCC Sub Per User NON-SPEC/AL Government Monthly Subscription Add Prod Non-Specific
Microsoft LEVEL D SUB IEA ADD G 1 73.27 0.00 73.27
Total USD excl. Tax 250,876.79
Tax 0.00
Total USD incl. Tax 250,876.79
Thank you for your request for quote.
This offer is non-binding. Prices are subject to change if supplier prices or currency values fluctuate.
Unless customer & SoftwareONE have executed a reseller agreement, customer hereby agrees that by placing an order with SoftwareONE customer will be bound by SoftwareONE’s terms & conditions, located at www.softwareone.com, and the placement of your order represents your agreement thereto. If Customer is required by law to withhold any tax from amount payable, the amount payable will be increased so that after making all required withholdings, SoftwareONE receives equal to the amount it would have received had no such withholdings been made.
Payment Terms 30 Days net
Shipping Method Electronic Software Delivery
Quote valid until 10/31/2023
Prices are based on 30 Days net, FOB SoftwareONE. Shipping and Handling and applicable Sales Tax are additional. Once SoftwareONE places an order is placed with a Licensor, Customer’s order will be binding and non-cancelable, except as otherwise provided by the Licensor’s Return Policies.
CONFIDENTIAL INFORMATION: This Quote, and any attachment is intended only for the person or entity to which it is addressed, and contains confidential and/or privileged information. Any review, retransmission, dissemination or other use of this information to persons or entities other than the intended recipient is prohibited.
View or place within PyraCloud: https://v1.client.softwareone.com/portal/Quotes/DocumentDetail/US/US-QUO-1129416 Quote US-QUO-1129416
EXHIBIT B
93