REPORT/RECOMMENDATION TO THE BOARD OF SUPERVISORS
OF SAN BERNARDINO COUNTY
AND RECORD OF ACTION
June 23, 2026
FROM
GILBERT RAMOS, Assistant Executive Officer, Human Services
SUBJECT
Title
Purchase Order with Sidepath, Inc. for VMware Software Subscription Licenses, Cloud Services, and Support Services and Foundation Agreement with Broadcom Government Solutions LLC
End
RECOMMENDATION(S)
Recommendation
1. Approve a purchase order with Sidepath, Inc., for VMware by Broadcom software subscription licenses, cloud services, and support services through the California Participating Addendum No. 7-17-70-40-05 to the Utah National Association of State Procurement Officials Cloud Solutions Master Agreement Number AR2472 with Carahsoft Technology Corporation, for a total amount of $6,839,798, excluding taxes and shipping handling fees, for the subscription period beginning August 1, 2026 through July 31, 2031.
2. Approve a non-financial Foundation Agreement with Broadcom Government Solutions LLC, including non-standard terms, for software subscription licenses, cloud services, and support services, for the period beginning August 1, 2026 through July 31, 2031.
(Presenter: Gilbert Ramos, Assistant Executive Officer, 387-4261)
Body
COUNTY AND CHIEF EXECUTIVE OFFICER GOALS & OBJECTIVES
Improve County Government Operations.
Foster Sustainable Development Through Strategic Partnerships.
FINANCIAL IMPACT
Approval of this item will not result in the use of additional Discretionary General Funding (Net County Cost). The purchase order totaling $6,839,798 for VMware by Broadcom (VMware) software subscription licenses, cloud services, and support services will be funded by multiple Human Services (HS) Administrative Allocations, which consist of 85% ($5,813,828) federal and state resources and 15% local share ($1,025,970). Local share consists of a combination of 1991 Realignment, 2011 Realignment, and Net County Cost. The total cost reflects a five-year commitment with a one-time payment of $6,839,798, excluding taxes and shipping handling fees. Adequate appropriation and revenue have been included in the HS Administrative Claim 2026-27 budget and will be included in future recommended budgets.
BACKGROUND INFORMATION
HS Information Technology and Support Division (ITSD) provides the infrastructure required to support a secure, standardized, and scalable technology environment for HS operations. This environment enables staff to securely access County and State-hosted systems across a distributed workforce model, including remote, hoteling, and field-based work, while maintaining centralized control over performance, access, and security. Hoteling is a workspace management model in which employees reserve desks, cubicles, or meeting rooms for the days they work in the office instead of having permanently assigned workspaces. The requested VMware software subscription licenses, cloud services, and support services provide the underlying platform that enables this environment. These services support remote session delivery, centralized resource management, and integration with externally hosted systems to maintain and enhance the enterprise infrastructure environment supporting Transitional Assistance Department, Aging and Adult Services, and Children and Family Services.
The California Participating Addendum No. 7-17-70-40-05 (Participating Addendum) to the Utah National Association of State Procurement Officials (NASPO) Cloud Solutions Master Agreement No. AR2472 (Master Agreement), which is being utilized to purchase these services, is established with Carahsoft Technology Corporation (Carahsoft) as the prime contractor. As outlined in the NASPO Master Agreement, purchases may be made either directly through Carahsoft or through authorized resellers/fulfillment partners operating under the NASPO Master Agreement. Both VMware, as the technology publisher, and Sidepath, Inc. (Sidepath), as a reseller partner, are encompassed indirectly through Carahsoft’s awarded NASPO Master Agreement, rather than being explicitly listed within the Participating Addendum itself. Through this Participating Addendum, San Bernardino County (County) is authorized to obtain this software through Sidepath.
This purchase renews the VMware licenses and support needed to run and manage HS’s virtual servers, which host many critical applications. VMware ensures system reliability, supports disaster recovery, and allows efficient, centralized use of County technology resources. Without this renewal, HS could not maintain a supported virtual server environment and would face increased operational and security risks. Without this infrastructure, system access would become inconsistent, recovery from system and technological failures would be more complex, and HS would face increased operational overhead in maintaining non-standardized systems.
On April 26, 2022 (Item No. 58), the Board of Supervisors approved the Participating Addendum to the NASPO Master Agreement with Carahsoft for countywide purchases of cloud solution services. The NASPO Master Agreement expires on September 15, 2026. All new orders for VMware software subscriptions and services under the NASPO Master Agreement must be placed prior to September 15, 2026. The subscription term for the licenses purchased may extend beyond that date and will be honored through the end of the term, as stated on the order, not to extend beyond July 31, 2031. Indefinite or perpetual orders are not permitted under the NASPO Master Agreement.
Broadcom Inc. is the parent company of both VMware and Broadcom Government Solutions LLC. The Broadcom Government Solutions, LLC (Broadcom) Foundation Agreement (Agreement) is Broadcom’s standard commercial contract, which includes terms that differ from the standard County contract and omits certain County standard contract terms. Broadcom is unwilling to negotiate these terms. The non-standard terms include the following:
1. Broadcom may assign its payment rights in, or grant a security interest in, this Agreement and any associated transaction document to a third party without requiring such third party to be liable for the obligations of Broadcom under the Agreement or transaction document, provided that (1) Broadcom remains directly responsible for performance of its duties, and (2) the County’s obligations are not otherwise affected. In addition, Broadcom may assign the Agreement or any of its rights or delegate any of its duties under the Agreement at any time to any Broadcom Affiliate(s), or to a successor in interest of all or substantially all of the business to which the Agreement relates without notice to the County and without the County’s approval.
• The County standard contract requires that the County must approve any assignment of the contract.
• Potential Impact: Broadcom could assign the Agreement to a third party or business with which the County is legally prohibited from doing business due to issues of Federal debarment or suspension and conflict of interest, without the County’s knowledge. Should this occur, the County could be out of compliance with the law until it becomes aware of the assignment and terminates the Agreement.
2. The prevailing party is entitled to recover attorneys’ fees and costs.
• The County standard contract requires each party to bear its own costs and attorneys' fees, regardless of who is the prevailing party.
• Potential Impact: If either party institutes any legal proceedings related to the Agreement, the prevailing party will be entitled to recover reasonable attorneys’ fees, which could exceed the total Agreement amount.
3. Except for disputes relating to unpaid amounts, before initiating any formal proceeding, the parties must meet and negotiate in good faith to resolve the dispute. If the parties are unable to resolve the dispute within 30 days of initiating the discussions, then each party shall appoint a senior executive to negotiate the matter in good faith. A formal proceeding cannot be commenced until the earlier of: (i) the good faith determination by one of the appointed senior executives that resolution through continued negotiation does not appear likely; or (ii) 30 days following the date that the dispute was first referred to the appointed senior executives. Thereafter, any dispute must be resolved by confidential arbitration in Santa Clara County, California.
• The County standard contract term does not require arbitration.
• Potential Impact: Binding arbitration decisions are not appealable. In addition, disputes that might otherwise be settled in small claims court would incur arbitration costs that could exceed the costs of a small claims action, and the Agreement amount.
4. The County is required to indemnify Broadcom against third party claims arising from the County’s gross negligence or intentional tortious conduct causing bodily injury or death. The County is further required to indemnify Broadcom against any claim that any data, materials, items, or information supplied to Broadcom under the Agreement infringes any US patent, copyright, or trademark.
• The County standard contract does not include any indemnification or defense by the County of a contractor.
• Potential Impact: By agreeing to indemnify Broadcom, the County could be contractually waiving the protection of sovereign immunity. Claims that may otherwise be barred against the County, time-limited, or expense-limited could be brought against Broadcom without such limitations, and the County could be responsible to defend and reimburse Broadcom for costs, expenses, and damages, which could exceed the total Agreement amount.
5. The Agreement does not require Broadcom to meet the County’s insurance standards as required pursuant to County Policies, 11-05, 11-07 and 11-07SP.
• County policy requires contractors to carry appropriate insurance at limits and under conditions determined by the County’s Risk Management Department and as set forth in County policy and in the County standard contract.
• Potential Impact: The County has no assurance that Broadcom will be financially responsible for claims that may arise under the Agreement, which could result in expenses to the County that exceed the total Agreement amount.
6. Broadcom’s maximum liability to the County is limited to two times the amount paid or payable by the County for the Broadcom software that gave rise to the claim in the 12 months prior to the date the claim arose, excluding breach of confidentiality and indemnification obligations.
• The County standard contract does not include a limitation of liability.
• Potential Impact: Claims could exceed the liability cap and the Agreement amount, leaving the County financially liable for the excess.
7. There is no termination for convenience without penalty. Any termination other than for uncured breach does not relieve the County of payment obligations for the full contract amount.
• The County standard contract gives the County the right to terminate the contract, for any reason, with a 30-day written notice of termination without any obligation other than to pay amounts for services rendered and expenses reasonably incurred prior to the effective date of termination.
• Potential Impact: Upon any termination by Broadcom for the County’s breach of contract or termination by the County for convenience, the County is required to pay the full contract amount, which could result in payment liability where no funds are available due to lack of allocation or loss of funding.
8. Venue for disputes arising under the Agreement is in Santa Clara County, California.
• County Policy 11-05 requires venue for disputes in Superior Court of California, County of San Bernardino, San Bernardino District.
• Potential Impact: Having a venue in Santa Clara County, California may result in additional expenses that exceed the amount of the Agreement.
HS and ITSD have reviewed the non-standard terms and determined that the benefit to the County of maintaining these services to facilitate telecommuting outweighs the potential risks the non-standard terms pose and recommend approval of the Agreement.
As the County’s virtual environment has continued to grow over the years, licensing needs have increased. Approval of this item will allow HS departments to continue to receive the necessary VMware software subscription and support services needed to maintain the virtual storage environment and provide critical enterprise infrastructure services that support a large and complex virtual computing environment. Any interruption or lapse in service could negatively impact system stability, operational continuity, and essential County services. This item is both financially advantageous and operationally necessary to maintain uninterrupted support for the County’s enterprise technology environment.
Approval of this item ensures continued operation of a unified infrastructure platform that supports workforce mobility, system stability, and long-term operational efficiency with a five-year commitment and one-time payment of $6,839,798, for the period of August 1, 2026 through July 31, 2031.
PROCUREMENT
NASPO is a cooperative purchasing program that helps facilitate public procurement and is able to provide competitive pricing options due to its collective purchasing power. While Carahsoft holds the NASPO Master Agreement, they solicit contracted vendors to provide quotes under the NASPO Master agreement.
The Purchasing Department supports the use of the NASPO Agreement consisting of a competitive process, recognized to meet County purchasing standards outlined in County Policy 11-04, conducted by a lead agency. The State of Utah is assigned as the lead agency for NASPO’s Master Agreement. Under Agreement No. AR2472, the State of California (State) signed the Participating Addendum which approved participation for the State, political subdivisions, and other eligible entities. As a political subdivision, the County is allowed to participate in this cooperative agreement.
REVIEW BY OTHERS
This item has been reviewed by Human Services (Lisa Rivas-Ordaz, Contracts Manager, 388-0222) on June 5 2026; County Counsel (Bonnie Uphold, Supervising Deputy County Counsel, 387-5455) on June 9, 2026; Purchasing (Ariel Gill, Supervising Buyer, 387-2070) on June 8, 2026; Risk Management (Noel Cantrell, Administrative Supervisor I, 386-8890) on June 8, 2026; Information Technology and Support Division (Marcella Ramirez, Departmental Information Systems Administrator, 386-3780) on June 9, 2026; Innovation and Technology Division (Lynn Fyhrlund, Chief Information Officer, 388-5501) on June 10, 2026; and County Finance and Administration (John Hallen, Principal Administrative Analyst, 388-0802, and Paloma Hernandez-Baker, Deputy Executive Officer, 387-5426) on June 12, 2026.