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R2022-013 2022-01-10RESOLUTION NO. R2022-13 A Resolution of The City Council of the City of Pearland, Texas, authorizing the City Manager or his designee to participate in an interlocal cooperative pricing arrangement with the Texas Department of Information Resources (DIR) for the purchase of VMware software support and subscription from SHI Government Solutions, in the amount of $144,934.40 annually for three (3) years beginning January 28, 2022 and ending January 27, 2025. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That contract pricing has been obtained through interlocal cooperative partner DIR for the purchase of VMware software support and subscription from SHI Government Solutions. Section 2. That the City Manager or his designee is hereby authorized to participate in an interlocal cooperative pricing arrangement with the DIR for VMware software support and subscription from SHI Government Solutions, in the amount of $144,934.40 annually. PASSED, APPROVED and ADOPTED this the 10th day of January, A.D., 2022. ________________________________ J. KEVIN COLE MAYOR ATTEST: ________________________________ CRYSTAL ROAN, TRMC, CMC CITY SECRETARY APPROVED AS TO FORM: ________________________________ DARRIN M. COKER CITY ATTORNEY DocuSign Envelope ID: 53457356-37C3-4014-B09A-A79526731266 CITY OF PEARLAND-ENTERPRISE LICENSE AGREEMENT(ELA)-DELIVERABLES This Enterprise License Agreement(ELA)sets forth the terms and conditions for purchasing the Offerings specified below.This ELA is for the customer or you identified below("Customer"or"You")and is made and entered into as of the Effective Date. Customer Name: City Of Pearland Customer Address: 3519 Liberty Dr, 1st Floor City Hall, Pearland,TX 77581, UNITED STATES Entitlement Account EA#:969669366 Customer is issuing PO related to this ELA to a VMware channel partner Effective Date: ELA Period Commencement Date: Effective Date (if blank,then the Effective Date is the last indicated date of execution) Territory: United States ELA Period Expiration Date:3 years following the Effective Date ORDER INFORMATION Customer is ordering the VMware offerings listed on the ELA Schedule on Exhibit A(the"Offerings"). The Offerings may include VMware software, various services,and purchasing tokens or credits. Customer's use of the Offerings is limited to the Territory listed on this ELA. 1. Software and Support Services Terms. Customer's use of the Software is subject to the End User License Agreement accompanying or embedded in the Software, a copy of which can be found at http://www.vmware.com/download/eula.Customer's use of the Support Services is subject to the support services terms posted at http://www.vmware.comisupportlpolicies. a) Deployment Rights.Customer may deploy the Software listed in the ELA Schedule.A license to the Software shall be deemed"deployed" if the Software has been installed and Customer has entered a license key,if necessary,to run the Software. For subscription Software,Customer may only use the subscription Software for the ELA Period,unless Customer continues to pay the applicable renewal fees. b) Software Delivery.VMware shall deliver the Software to Customer by,at VMware's discretion,either: (a)making the Software available for download and emailing the corresponding license key(s); (b) making the Software available for download in a fashion that does not require a license key;or(c)shipping the Software on physical media and emailing the corresponding license key(s).All Software shall be deemed delivered and accepted upon VMware (i) making the Software available for download without the requirement of a license key or (ii) emailing the corresponding license key(s)to Customer.If the Software will be delivered on physical media,shipping and delivery terms are Ex Works VMware's regional fulfillment facility(INCOTERMS 2020). c) Reporting.Within thirty(30)days following expiration of the ELA Period, Customer shall report to VMware the total number of Software licenses Customer deployed as of the ELA Period Expiration Date. Customer shall also provide VMware with any other information reasonably requested by VMware to confirm Customer's compliance with the terms of this ELA. Such report shall be provided via e-mail to LicenseAdvisory@vmware.com, or as otherwise specified by VMware in writing. If Customer fails to meet the reporting requirements in this Section,VMware may audit Customer's compliance with the terms of this ELA,at Customer's expense. 2. Hosted Services. Customer's use of the Hosted Service is subject to the Terms of Service accompanying the Hosted Service, a copy of which can be found at http://www.vmware.com/download/eula. 3. Customer and Customer Reorganization.Customer shall not,and shall not allow or permit any third party to,deploy,use or provide access to the Offerings for the benefit of the operations of any other group,entity,department or agency which(a)is in a controlling, parallel, or subordinate position; or (b) becomes part of or takes over part of the operations of Customer as a result of a government or academic Reorganization. "Reorganization"means any consolidation,division,change of control,or other similar action involving Customer and any third party. The following shall not be included in the definition of Customer:any federal, state, or local entities, public/private educational entities, healthcare groups, or any other affiliated cooperatives, agencies, alumni, or other entities outside of City Of Pearland except as otherwise specifically set forth herein. 4. Customer Reference. Customer agrees that VMware may reference Customer as a customer of VMware, subject to trademark and logo usage guidelines provided by Customer. 1 5. Third Party Beneficiary.VMware is a direct and intended third party beneficiary of the provisions of this ELA and entitled to enforce the terms of this ELA directly against Customer. 6. Order of Precedence. The terms and conditions of this ELA shall prevail over any additional or conflicting terms in any purchase order Customer issues to VMware or any other terms for the Offerings. Unless otherwise modified in this ELA,any terms accompanying the Offerings shall remain in full force. Customer hereby agrees that any purchase orders Customer issues to VMware do not have to be signed to be valid and enforceable. 7. Assignment.Customer may not assign,subcontract or transfer this ELA and any of Customer's rights or obligations hereunder,in whole or in part,whether voluntarily, by operation of contract, law or otherwise, including by way of change of control, sale of assets, merger or consolidation without VMware's prior written consent, and any attempt by Customer to assign this ELA without such consent shall be null and void and of no force and effect. 8. Customer Purchasing Program. Customer shall be designated as a Tier T1 in VMware's Customer Purchasing Program.This designation shall commence on the Effective Date of this ELA and will continue until the ELA Period Expiration Date. This designation will be subject to the terms and conditions of the Customer Purchasing Program as stated in the Customer Purchasing Program Guide located at https://www.vmware.com/content/dam/digitalmarketing/vmware/en/files/pdf/cpp/vmw-cpp-program-guide.pdf. The Customer Purchasing Program provides discounts to VMware's participating distributors only,and no representations whatsoever are made as to any discounts Customer may receive. Customer's participation in the Customer Purchasing Program is subject to all the requirements and qualifications of the Customer Purchasing Program. Notwithstanding anything to the contrary in the Customer Purchasing Program:(i)discounts shall not apply to term-based licenses of VMware products (e.g.subscription licenses);and(ii)the foregoing discounts are in lieu of,and may not be combined with,any other discounts received from VMware, either contractually or through any other promotions. 9. vCloud Suite Subscription Upgrade. In consideration of the purchase set forth in this ELA,Customer agrees to relinquish its entitlements to the VMware perpetual Software licenses listed below("Surrendered Software").On and from the Effective Date,Customer must uninstall and delete all copies of the Surrendered Software, and Customer will have no further rights with respect to the Surrendered Software or any rights to receive Support and Subscription Services in respect of this Surrendered Software. SKU Product Description Quantity License Key VS7-EPL-C VMware vSphere 7 Enterprise 14 0H630-08KE5-P8T9R-09AR4-81T61; Plus for 1 processor N04CM-48K5M-J8A95-0L1 RK-34Y4H; 01026-08 H D M-J 8A98-0 M A84-28 U 4 M VR8-OSTC-C VMware vRealize Operations 8 14 0H630-08KE5-P8T9R-09AR4-81T61; Standard(Per CPU) N04CM-48K5M-J8A95-0L1 RK-34Y4H; 01026-08 H D M-J 8A98-0 M A84-28 U 4 M 2 EXHIBIT A ELA Schedule I. OFFERINGS A. ON-PREMISE SOFTWARE(Perpetual Licenses) Customer is purchasing the following VMware software("Software")as it exists as of the Effective Date. DESCRIPTION OF SOFTWARE MAXIMUM AUTHORIZED DEPLOYMENT VMware NSX-T Advanced for Desktop: 10 Pack(CCU) 5 Pack(s)(10 Pack) VMware vRealize Network Insight 6 Advanced(per CPU) 4 License(s) VMware NSX-T Advanced per Processor 4 License(s) B. HYBRID OFFERINGS Customer is purchasing the following VMware Hybrid Offerings as they exist on the Effective Date. Such Hybrid Offerings include the Software perpetual licenses, Software subscription licenses, and Hosted Services as outlined in the table below. The Subscription Term for the Subscription licenses or Service Duration for Hosted Services is specified in Subscription or Hosted Service Duration column. If the Subscription or Hosted Service Duration column is left blank,the relevant Subscription Term or Service Duration is the ELA Period. SOFTWARE DESCRIPTION OF SOFTWARE (SUBSCRIPTION)HOSTEDSERVCE OR NUMBER OF SUBSCRIPTIONS SUBSCRIPTION DURATION INCLUDED Subscription Upgrade Bring any VMware vSphere Enterprise 14 Subscription(s) 36 months from ELA Effective Date vSphere (all editions) to vCloud Plus—Per CPU(Subscription Suite Subscription Standard - Per License);VMware vRealize CPU - 36 months Prepaid Cloud Standard(Hosted commitment. Service)—12 cores vRealize Cloud Universal license per 1 CPU of vCloud Suite Subscription purchased VMware vCloud Suite Subscription VMware vSphere Enterprise 4 Subscription(s) 36 months from ELA Effective Date Standard Edition - per CPU Plus—Per CPU(Subscription Commitment Plan - 36 month License);VMware vRealize Prepaid. Cloud Standard(Hosted Service)—12 cores vRealize Cloud Universal license per 1 CPU of vCloud Suite Subscription purchased C. HOSTED SERVICE("Hosted Service") Customer is purchasing the following VMware Hosted Service.The subscription period is the duration of the ELA Period, unless specified otherwise below. 3 Additional charges may apply, including but not limited to add-on charges and charges based on actual usage,as described in the Terms of Service. Customer will pay VMware directly for these additional charges,unless VMware agrees to accept such payments from the party that sells this ELA to the Customer. DESCRIPTION OF HOSTED SERVICE NUMBER OF SUBSCRIPTIONS SERVICE DURATION VMware Workspace ONE Advanced -Shared 700 Device(s) 36 months following the Effective Date Cloud- SaaS Production Support- 1 device- Subscription-36 Month Prepaid Subscription Upgrade: Horizon Std/Adv/Ent 1 Subscription(s) 36 months following the Effective Date (perpetual)Concurrent User Qty 50 to VMware Workspace Security VDI Essentials with Horizon Univ. Subs. - Core -Concurrent User Qty 50-US-Subscription-36 Month Prepaid Subscription Upgrade: Horizon Std/Adv/Ent 20 Subscription(s) 36 months following the Effective Date (perpetual)Concurrent User Qty 10 to VMware Workspace Security VDI Essentials with Horizon Univ. Subs. - Add-On - Concurrent User Qty 10 - US - Subscription - 36 Month Prepaid D. SUPPORT AND SUBSCRIPTION SERVICES("Support Services") Customer is purchasing the following Support Services to be provided during the ELA Period: D.1 On-Premise Software (perpetual licenses): During the ELA Period, VMware shall provide Customer with Production Level Support Services for the Software licensed on a perpetual basis. D.2 Pre-ELA Installed Software: During the ELA Period, VMware shall provide Customer with Production Level Support Services for the following list of software previously licensed by Customer(Pre-ELA Installed Software),which are coterminous with the ELA Period.The Pre-ELA Installed Software is not subject to any license fees in this ELA.If the Pre-ELA Installed Software includes any licenses granted to Customer's affiliated entities, the purchase of Support Services for such Pre-ELA Installed Software under this ELA does not automatically transfer such software licenses to Customer. SKU Description of Pre-ELA Total Notes Installed Software NX-DC-ADV VMware NSX Data Center 14 - Advanced per Processor NX-DC-ADVC-100 VMware NSX Data Center 2 - Advanced for Desktop: 100 Pack(CCU) VCS7-STD VMware vCenter Server 1 - Standard for vSphere(Per Instance) VRNI6-ADV-CPU VMware vRealize Network 14 - Insight Advanced(per CPU) VS7-STD VMware vSphere Standard 4 for 1 processor 4 D.3 On-Premise Software(subscription licenses): During the ELA Period,VMware shall provide Customer with Production Level Support Services for the subscription Software. D.4 Hosted Service: For Hosted Service,Customer shall receive support set forth at http://www.vmware.com/support/policies. D.5 Success 360: Customer is purchasing the following as set forth at https://www.vmware.com/customer-success/success-360.html. VMware Success 360 Support Quantity Usage Period VMware Success 360 for SaaS and 300,000.00000 3.00 year(s)following the effective date. Subscription Services Exhibit B Horizon Subscription Upgrade Quantity SKU Description 14 HZ-ENTC-10-C VMware Horizon Enterprise Edition: 10 Pack (CCU) 11 HZ7-ENC-10-C VMware Horizon 7 Enterprise: 10 Pack(CCU) 5 P Ij Pricing Proposal Quotation#: 21362993 Created On: 12/9/2021 Valid Until: 1/20/2022 Government Solutions City of Pearland John Knight Somayya Scott TX Phone: United States Fax Phone: Email: somayya_scott@shi.com Fax: Email: JKnight@ci.pearland.tx.us All Prices are in US Dollar(USD) Product Qty Your Price Total 1 Enterprise Licensing Agreement 1 $434,803.20 $434,803.20 VMware-Part#: ELA-HOLDER-C-2 Contract Name:Emergency Preparedness(Carahsoft) Contract#:DIR-TSO-3926 Total $434,803.20 Additional Comments Customer shall insert the following on its associated Purchase Order(PO): "Quote#21362993, Dated 12/09/2021, with all terms and conditions, is hereby incorporated by reference in this PO. The PO and Quote shall supersede all previous Quotes for this opportunity." 2. This Quotation is a sale of goods and is not a services contract. Customer's purchase order must be received by SHI International no later than 1/20/2022. 3. Acceptance of the products stated on this Quotation shall occur upon receipt. 4. Failure to make any one payment will require Customer to discontinue using all Software licenses and certify it has uninstalled and is no longer using the Software or related services on this Quotation. Early termination by Customer is only permitted in the event that fiscal funding is eliminated for the project with which the above products are associated. Furthermore, termination for lack of fiscal funding may only occur at the annual anniversary date of this Quotation. Customer agrees that continued use of this Software after declaring a non-appropriation will require Customer to continue to pay for the Software so Customer does not violate the Takings Clause of the US Constitution and other applicable state and local laws. 5. The total purchase price for the items set forth above shall be payable in the following periodic payment installments (each a "Due Date" and each installment amount a"Payment") as outlined below. Payment must be received by the due date or a late fee will be assessed in accordance with any applicable prompt payment act. SHI International assigns its rights to the Payments and any applicable late charge hereunder to Dell Financial Services L.L.C. ("DFS")and DFS may invoice Customer for the Payments, and Customer shall make Payments to DFS in accordance with these provisions. All Payments shall be made to Dell Financial Services L.L.C., Payment Processing Center, PO BOX 6549, Carol Stream,IL 60197-6549. 6. Customer agrees that notwithstanding anything in the Agreements, DFS and its successors and assigns may at any time and without notice further assign the Payment, in whole or in part. Payment Amount Payment Due Date $144,934.40 02/15/2022 $144,934.40 02/15/2023 $144,934.40 02/15/2024 VMware production support now includes Skyline, a feature the helps avoid problems before they occur.You can register for the additional support HERE Please note the following: 1)VMware EULA--VMware EULA 2)VMware Does Not offer a standard return policy 3) Service offerings are non-refundable 4) PSO Credits are only active for 1 Year Thank you for choosing SHI-GS! The pricing offered on this quote proposal is valid through the expiration date set above. To ensure the best level of service, please provide End User Name, Phone Number, Email Address, Quote Number, and applicable Contract Number when submitting a Purchase Order. SHI Government Solutions, Inc. is 100%Minority Owned,Woman Owned Business.TAX ID#22-3695478; DUNS#14-724-3096 Please note, if Emergency Connectivity Funds(ECF)will be used to pay for all or part of this quote, please let us know as we will need to ensure compliance with the funding program. Hardware items on this quote may be updated to reflect changes due to industry wide constraints and fluctuations. The products offered under this proposal are resold in accordance with the terms and conditions of the Contract referenced under that applicable line item.