Bell Gardens City Council
February 27, 2023

Attachment 1
QUESTIONS:

Q1. Pages 3 through 8 of the RFP provides a list of OEM's beginning at section 3.1.3 and ending at 3.1.17. Section 3.1.18 then states related products, services and solutions for any related companies products services and solutions available from offeror. Is it the intent of US Communities to award one contract for each OEM listed on pages 3 through 8 and then for all other OEM's one award to one vendor? Historically the IT contract has been awarded to one or two vendors that are able to sell all OEM IT products and why we need to understand how the OEM's/companies not individually listed should respond to this opportunity.

A1. For any company not listed in Introduction and Background paragraphs 3.1.3 through

3.1.17, the intent is for Offerors to propose a complete range of products and services per paragraphs 3.1.1 and 3.1.2. If responding to products and services in paragraphs

3.1.1 and 3.1.2, Offeror may also include products and services from one or more companies listed in paragraphs 3.1.3 through 3.1.17. Paragraph 3.1.18 applies only to Offerors responding to Paragraphs 3.1.1 and 3.1.2. Additionally, it is the intent of the solicitation to award the minimum number of contracts to effectively meet the requirements established in the RFP. Multiple awards are addressed in the Introduction and Background and paragraph 16 of the Special Provisions.

Q2. Would you consider relaxing the Program Requirements under "Section 5.2 Qualified Offerors of the Products and Services shall meet the following certification requirements and shall provide proof of certification from the manufacturer unless Offeror itself is a manufacturer of the Products and Services."?
A2. No.

Q3. Will providers be able to submit responses for the Services portion only, EG-communications, security? Or must services be a part of a manufacturers bid? A3. See answer to question Q1. Offerors responding to Introduction and Background Paragraphs 3.1.3 through 3.1.17 must respond with both products and services of the manufacturer.

Q4. Is the current bid envisioned to also include traditional telecommunication services? A4. No
Q5. Or is the main intent to include vendors of equipment and other technology services? A5. Yes
Q6. Does the US Communities Government Purchasing Alliance also solicit telecommunication services as a separate procurement vehicle?
A6. Yes
Q7. Can you give us information on the fee structure for vendors? A7. See Appendix F Paragraph 5.1.

Q8. Will you entertain possibly extending the due date? A8. Per Addendum No. 1, the due date has been extended to September 24, 2015 at 2:00 P.M. EST.

Exhibit 3 358

RFP 2000001701
Addendum 2

Attachment 1
Q9. Regarding the products and services defined in sections 3.1.3 through 3A.17, are these products and services mandatory and must be included as a part of the proposal? A9. No, Offeror may respond to one or more of the company's products and services listed in Introduction and Background paragraphs 3.1.3 through 3.1.17.

Q10. Higher status partner certifications exist than those defined in section 5.2. Are certifications from these tiers (Le. Cisco Platinum, Panasonic Gold, Solution Provider, Distributor) acceptable?
A10. Yes, the certifications listed in the RFP are minimum requirements.

Q11. Regarding section 5.3, if the Offeror is a distributor representing the Products and Services listed, would the terms in section 5.3 apply? Specifically, may resellers, dealers, and similar participate as ordering points provided they agree to the terms and conditions of this RFP? A11. Yes.

Q12. Can you define "Public Body(ies)" and "Public Agency(ies)" as they are used in this solicitation?
Al2. "Public Body(ies)" and "Public Agenc(ies)" are defined as any state, county, city, special district, local government, school district, private K-12 school, technical or vocational school, higher education institution (including community colleges, colleges and universities, both public and private), other government agency or nonprofit organization.

Q13. Regarding the Supplier Qualifications and Supplier Information document paragraph (b)(iv), subparagraph (A) states that we may opt not to respond to a Third Party Solicitation and may instead offer them the Master Agreement. Subparagraph (B) states, "Supplier may respond with the pricing, terms and conditions of the Master Agreement." QUESTION: How are these two options different?
A13. Supplier Qualifications, (b)(iv)(A) means that a Supplier may present the Master Agreement to a Public Agency as an option for comparison instead of submitting a bid response. Supplier Qualifications, (b)(iv)(B) means that a Supplier may respond to the bid with the terms and conditions of the Master Agreement.

Q14. May a vendor bid on a single products/service category such as cloud? A14. See answer to question Q1.

Q15. Based on the extended geographic coverage of this contract, would you consider opening up the contract to EMC Silver Value Added Resellers and lower level authorized resellers for the other Manufacturers who currently serve these Tier 2 or Tier 3 and rural communities? A15. No.

Q16. Would you consider allowing Authorized Distribution Partners to hold the contract and the Authorized Resellers sign up as Agents under the Distributor, much like we do now with GSA 70 such as Arrow ECS or Immix or Ingram Micro?
A16. In this circumstance, any authorized resellers would need to be included as a part of Offeror's response and would be subject to approval. Additionally, any resellers must agree to the terms and conditions of the RFP.

Exhibit 3 359

RFP 2000001701
Addendum 2

Attachment 1
Q17. Would it be possible to be listed on the contract as approved for some vendors but not others? Is this an all or nothing proposal?
A17. Offeror may respond to one or more of the companies' products and services listed in Introduction and Background Paragraphs 3.1.3 through 3.1.17.

Q18. As a manufacturer, working 100% through channel partners, does this contract allow for a structure in which a manufacturer is holding the contract yet allowing partners we deem qualified based on similar partner levels as outlined in section 5.2? Sophos is not one of the listed manufacturers but as outlined section 1 and 2, Fairfax County seeks to assemble a "complete line of technology products" limiting it the 15 manufacturers listed in the RFP does not seem complete so I am also assuming this is open to all manufacturers.

A18. See answer to question Q1.

Q19. We're requesting clarification on the list of manufacturers required to provide proof of certification. AWS is not listed among the OEMs - will the County require AWS certified resellers for delivery of AWS services on the contract.

A19. Any additional certifications available by Offeror should be included in Offeror's proposal response along with proof of certification.

Q20. Section 5.2 PROGRAM REQUIREMENTS: If the offeror does not meet or exceed the certification requirements listed in Section 5.2, but does have a partner qualifications, would the Government like to see the applicable partner certifications? A20. Yes, Offeror would be responsible for providing partner qualifications and certifications.

Q21. Section 7.3 COST PROPOSAL INSTRUCTIONS/Tab 1 — PROPOSED PRODUCT PRICING:

Can the offeror provide multiple discounts within specific Manufacturer Price Lists? This would more accurately represent differences in product levels or class of product within the specific Manufacturer. (example — product versus warranty, software license tiers, etc.) A21. Yes.

Q22. Special Provisions, Paragraph 5.9.1, Page 15: Resellers have the ability to sell hundreds of different manufacturers and hundreds of thousands of different part numbers. Additionally, resellers do not receive information from all manufacturers regarding new product information, discontinued products, or products still to be manufactured on a regular basis, if at all. And finally, the proposed pricing structure does not call for a fixed price list, but rather allows for fluctuations as list prices change, so long as percentages remain the same. Would the County please consider removing the requirements of Section 5.9.1 altogether? A22. Offeror should respond with its most robust reporting options that it would like to offer.

Exhibit 3 360

RFP 2000001701
Addendum 2

Attachment 1
Q23. Special Provisions, Paragraph 5.10, Page 15: Could the County please elaborate on what is meant by "routine maintenance"? Is this related to the purchase of Products, Services, or both?
A23. Both.

Q24. Special Provisions, Paragraph 6.1, Page 17: Since any resulting contract would be available nationally, and since the awarded Offeror may potentially use dozens of different subcontractors located throughout the country, would the County please waive the requirement to provide a profile of all companies who may be providing products or services through a subcontracting arrangement in Tab 3?
A24. No.

Q25. Special Provisions, Paragraph 6.1, Page 17: Under the requirements for Tab 4, the word "Proposal" is capitalized but there is no definition found in the RFP. Please describe the specific Project for which we are to provide a transition plan, project plan, a description of the communications scheme, and a description of the associated risks. It is our understanding that this RFP is for a Master Agreement, and not for a specific project.

A25. The Proposal should include Offeror's general approach to offering the programs and services it proposes and should describe its process, transition plan, project plan, client relationship management, risk management and any other key information on how it would approach a Participating Public Agency for a project.

Q26. Special Provisions, Paragraph 6.1, Page 18: Since any resulting contract would be available nationally, and since the awarded Offeror may potentially use dozens of different subcontractors located throughout the country, would the County please waive the requirement to provide the qualifications and experience for all subcontractors in Tab 5? A26. No.

Q27. Special Provisions, Paragraph 6.1, Page 18: Resellers have the ability to sell hundreds of different manufacturers, and each manufacturer could have several different End User License Agreements and Service Level Agreements. Would the County please waive the requirement to provide copies of all applicable EULAs and SLAs in Tab 5? Would the County consider the following proposed alternative language: "Offeror shall describe their requirements for the execution of any applicable End User License Agreement (EULA) and/or Service Level Agreement (SLA)"?
A27. Offeror shall provide all applicable EULA's and SLA's related to companies listed in Introduction and Background Paragraphs 3.1.3 through 3.1.17 that it offers. Offeror should also provide any applicable EULA's and SLA's for any other major manufacturers it may represent.

Q28. Special Provisions, Paragraph 6.1, Page 18: Since any resulting contract would be available nationally, and since the awarded Offeror may potentially use dozens of different subcontractors located throughout the country, would the County please waive the requirement to complete the Subcontractor(s) Notification Form in Tab 8? A28. No.

Exhibit 3 361

RFP 2000001701
Addendum 2

Attachment 1
Q29. Special Provisions, Paragraph 7.3, Page 19: Under the requirements for Tab 2, would the County please remove the requirement that travel be included in the pricing for services and solutions? Since any resulting contract would be available nationally, it would be difficult for an Offeror to estimate and account for travel costs to all states in U.S.

A29. See 1St page of this Addendum.

Q30. Special Provisions, Paragraph 19.2, Page 25: Are the reporting requirements in this section only required for Fairfax County purchases, or will the awarded Offeror be required to submit this report for every agency who chooses to purchase under the Master Agreement? This requirement could become unduly burdensome if it must be done for all agencies who purchase under the Master Agreement.

A30. Paragraph 19.2 speaks to invoice requirements, and applies.

Q31. Special Provisions, Paragraph 19.2, Page 25: Our standard practice for the purchase of products is to issue an invoice upon delivery. Invoices for services are issued pursuant to the schedule that's outlined in a Statement of Work. Would the County please remove the requirement to send itemized monthly invoices?
A31. Paragraph 19.2 indicates "(or as agreed to between the parties)" to offer flexibility.

Q32. Special Provisions, Paragraph 28.2, Page 27: Since any resulting contract would be available nationally, and since the awarded Offeror may potentially use dozens of different subcontractors located throughout the country, would the County please waive the requirement to provide the names and addresses of each subcontractor that may be used? A32. No.

Q33. Supplier Qualifications and Supplier Information, Quality, Paragraph 4, Page 60: Resellers have the ability to sell hundreds of different manufacturers and hundreds of thousands of different part numbers. The number of warranties offered by each manufacturer is fairly substantial. Will the County remove the requirement to "provide all product or service warranties" and instead permit the Offeror to "describe all product or service warranties"? A33. Offeror may describe all product or service warranties.

Q34. Is the Offeror permitted to take any exceptions to the terms and conditions in the RFP? A34. Please clearly identify each exception to the provisions in the RFP. We will consider all items for negotiations except those mandated by law. The Administration Agreement is required to be signed unaltered.

Q35. Will Offerors be able to submit additional questions after the County responds to the first round of questions?
A35. Per Addendum No. 1, the last date to receive questions regarding this RFP is September 11, 2015 by 2:00 pm EST.

Q36. If awarded, will it become mandatory for County of Fairfax entities to purchase the services scoped under this RFP through this US Communities contract? A36. No.

Q37. Is Appendix E on page 61 of the RFP the document to be signed by the awarded offeror(s)? And in the event that there is already a signed contract with Fairfax County VA, can we refer to that agreement on our response to this RFP?
A37. Appendix E is not a document to be signed by Offerors.

Exhibit 3 362

RFP 2000001701
Addendum 2

Attachment 1
Q38. Do we have to have ground support in every city for all schools and organizations listed or can we function from our strongest/ most appropriate states with coverage? A38. Offeror is responsible for proactively selling the Master Agreement to all Public Agencies and should propose a strategy for best serving all entities. Offeror will be evaluated based on its ability to service Public Agencies nationwide.

Q39. Will US Communities accept different pricing discounts per brand and/or per product category?
A39. Yes.

Q40. If a vendor does not meet every single manufacturer certification level listed on section 5.2 will this disqualify the vendor from consideration for the entire RFP? • Will this disqualify the vendor for submitting a price offer on the manufacturer listed on section 5.2 if the vendor does not meet the listed certification? A40. If Offeror does not meet every single manufacturer certification level listed in Special Provisions Paragraph 5.2, it will not be disqualified from consideration for the entire RFP. It will, however, disqualify the Offeror from submitting a proposal/pricing for any specific manufacturer where Offeror does not meet the required certification.

Q41. In section 5.12, does "results" mean pass/fail results, not the full details of the screening? A41. County requires the full details (proof and results) of the background checks.

Q42. For Tab 2 (PROPOSED SERVICES AND SOLUTIONS), is it acceptable to provide rate cards, since individual solutions will vary greatly based on project needs? A42. Offeror should provide the requested information in the most effective way it can.

Q43. In light of the broad range of products and services in this RFP, can you assist us by sharing how much you spent in each product category in 2014 and how much you expect to spend in 2015?
A43. This information is not available.

Q44. After award allocation, would we have the ability to re -visit the billing parameters, specifically the customized reporting and invoicing requirements laid out in the RFP? A44. Special Provisions Paragraph 19.2 addresses invoicing as agreed to between the parties. Reporting required in Appendix F, Article V is required and will not be changed.

Q45. Do you have a pricing template that we can use in our response? A45. No.

Q46. The terms and conditions that would be flowed down to Bidder from Fairfax County include warranting the products, including warranting them against non -infringement (see Section 5.11 of the Special Provisions). Bidder is a reseller of products, not the OEM. How can any reseller be expected to provide a standard warranty on all OEM products that we may resell to the agencies?
A46. It is a business decision on the part of the Offeror to decide if it will offer the OEM warranties or provide their own for the offerings under this contract.

Exhibit 3 363

RFP 2000001701
Addendum 2

Attachment 1
Q47. Could you please expand on below regarding supplier Commitment?, many agencies who use the current US Communities contract and are also on your advisory committee choose to use others cooperative purchasing contracts such was WSCA for SW, and HW. And in California CMAS and SLP, are resellers expected not to participate in those contracts in the future? (a) Corporate Commitment.
(i) The pricing, terms and conditions of the Master Agreement shall, at all times, be Supplier's primary contractual offering of Products and Services to Public Agencies. All of Supplier's direct and indirect marketing and sales efforts to Public Agencies shall demonstrate that the Master Agreement is Supplier's primary offering and not just one of Supplier's contract options.

A47. Offeror must comply with Appendix D, Supplier Qualifications and Supplier Information, Commitments.

Q48. Reference, 5 Program Requirements (5.1 and 5.1.1): Is the reseller required to actually perform, with its own organization, service on all the Products and Services proposed? Or is the requirement to be able to provide service, i.e. such as reselling the manufacturer's performed warranty and maintenance?
A48. The requirement speaks to the capacity to be responsible for and ensure the Participating Public Agency receives the service.

Q49. Reference 5.2: If the Offeror is a reseller, then is the Offeror required to be an Authorized Service Provider for all the products offered and is the Offeror required to provide proof of certification for all the products offered?
A49. Yes.

Q50. If the Offer is a reseller and provides products other than those listed in sections 5.2, then is the Offeror required to be an Authorized Service Provider for the products offered? (e.g. Does the Offeror need to be an Authorized Service Provider for the Body Worn Cameras?) A50. Yes.

Q51. Reference 5.7, Customer Service "Accessible service means that citizens have easy access to the organization": Does this mean that individual citizens will be making purchases through this contract?
A51. No.

Q52. Reference 5.9.2 Reporting Requirements: The description of summary reports seems to be contradictory to the detail of the requested information. If the requirement is such that it requires all of this detail, including part number and serial number, then the report could easily be hundreds lines of detail for each customer order placed. Can the requirements be reduced to a reasonably manageable amount of information, since this could be up to $500 million of sales?
A52. Offeror should propose its best solution.

Exhibit 3 364

RFP 2000001701
Addendum 2

Attachment 1
Q53. Reference 5.9.2 Reporting Requirements: Since the Lead Public Agency is requesting to be supplied with what amounts to detailed configuration information of any customers purchases, has the Lead Public Agency obtained the agreement of Participating Public Agencies to hold this confidential information? In today's world of cyber security threats, many end user entities consider this confidential information and may be concerned about its distribution.

A53. The information requested in 5.9.2 is information that would be made publicly available through any Freedom of Information Act request.

Q54. Reference 5.11.5 and 5.11.6 Representations and Warranties: Given that some technical information would be proprietary, how does the Lead Public Agency plan to handle data, provided by the Supplier or the Manufacturer, that is confidential information and not available to the general public?
A54. Please see Special Provisions Paragraph 10.

Q55. Reference 7 Cost Proposal Instructions, Tab 1 Proposed Product Pricing: If the Offeror is a reseller, then does the Offeror need to supply a complete manufacturer's price list or will the summary of the discounts percentages be acceptable?
A55. All Offerors are required to provide the manufacturer's price list as well as the discount percentages.

Q56. Please provide a copy of the Fairfax County Master Purchase Agreement for review? A56. Any resulting contract will be comprised of the Request for Proposal and all Addenda, Contractor's Technical and Cost Proposals, and any negotiated items thereafter.

Q57. Will vendors be able to legally review the Administrative Agreement and suggest reasonable edits to the agreement?
A57. The Administration Agreement must be signed, unaltered.

Q58. Will a Vendor be eliminated for not submitting Financial Records considering private companies are not bound to making financial records public? A58. A private company may mark its financial records as proprietary if it has concerns about the release of private information.

Q59. Will Fairfax County or US Communities be willing to sign a Non -Disclosure Agreement prior to the submission of Financials?
A59. Reference Special Provisions Paragraph 10.

Q60. Of the 168 Million in purchases from 2014, please provide a breakdown of the percentage of sales in the following categories:
o Communications / Unified Communications and Collaboration / Mobility / VoIP
o Core and Edge Data Network Switching
o Wireless Data Technology
A60. The $168 million in purchases for 2014 is Advisory Board usage across all U.S.

Communities contracts. Participating Public Agency spend for the Technology contract in 2014 was approximately $130 Million. The contract is estimated to reach $200 Million in 2015. The requested breakdown is not available.

Exhibit 3 365

RFP 2000001701
Addendum 2

Attachment 1
Q61. Two pricing scenarios are presented, which don't fit our industry (Communications / Unified Communications and Collaboration / Mobility / VoIP). How should we present our pricing examples or can we submit a complete list of our Product Portfolio with List Pricing and Discounts included?
A61. Offeror should note in its Cost Proposal that Tab 4 is not applicable.

Q62. As new technologies, applications and 3rd party products are introduced by our company, is there a process in place to add these offerings to our approved portfolio / pricing lists? If so, what is that process and how often can this be reviewed? A62. New products may be added if they are within the scope of the solicitation via a negotiated amendment to the contract.

Q63. Is there any type of fee structure that includes additional fees that vendors will incur, i.e. management fees to the Purchasing Alliance?
A63. See Appendix F Paragraph 5.1.

Q64. Please describe the process and how often a Manufacturer can add Partners or Resellers of our Solution to the Contract?
A64. Any added Partners or Resellers must agree to the Terms and Conditions of the RFP and awarded Contractor must submit requested additions for approval to County in writing.

Q65. Since Maintenance, Managed Services, and Support are priced based on a specific solution configuration and deployment and can vary tremendously based on the Customer requirements, how do you suggest we propose Maintenance, Managed Services, and Support pricing?
A65. Offeror should provide the requested pricing in the most cost effective way it can.

Q66. When can vendor expect an addendum with all Questions submitted along with Answers? A66. The County will attempt to have all questions submitted prior to pre -proposal conference answered within one week after the pre -proposal conference.

Q67. When can vendors expect to be notified that we have received an award to be on this Contract?
A67. Per Special Provisions Paragraph 15, County requests that proposals remain valid for 180 days.

Q68. Products and Services Pages 1-8 and Certifications Page 12: Must we have all the certs on page 12 no matter what we offer? If we offer equivalent do we need to show equivalent certs? A68. For any manufacturer listed in Special Provisions Paragraph 5.2 that Offeror is proposing, the respective certification(s) is required. Additionally, see answer to question Q19.

Q69. Estimated Volume Page 9: What is the estimated volume by state and agency type e.g.

County Agencies, City Agencies, Higher Education, and K12? A69. Approximate volume in 2014 is as follows: Counties $58 Million, Cities $30 Million, K-12 $21 Million, Higher Education $7 Million, State Agencies $5 Million, Non -profits $2 Million and Other $7 Million.

Exhibit 3 366

RFP 2000001701
Addendum 2

Attachment 1
Q70. Estimated Volume Page 9: Noted that the estimated board utilization is $168 mil. What portion of that estimate is Fairfax County?
A70. The County's estimated spend through the U.S. Communities program in 2014 was $28 million.

Q71. Marketing Support Page 9: Would you share specific examples of marketing activity done on behalf of the 2 current contract holders?
A71. U.S. Communities' role is to:
a. Educate Participating Public Agencies about the program; b. Remove barriers for Participating Public Agencies to use the program; c. Open doors for the Supplier; and
d. Train and educate Supplier
This is accomplished in a variety of formats using print collateral, emails to the 55,000 plus registered Participating Public Agencies, webinars, trade shows, etc. There are eleven (11) Program Managers whose job function is to promote the program on a daily basis as well as marketing and administrative staff to support the program. There are four (4) National founding Co -Sponsors and approximately ninety (90) State Sponsors who also market the program nationally and regionally. The National Governors Association (NGA) has also recently joined as a sponsor of the program. A few specific examples of marketing for the Technology contract include webinars, speaking engagements, participation in sourcing summits, article support, and solutions email campaigns.

Q72. Reporting Requirements Page 14: Is monthly reporting only submitted to Fairfax County? A72. Per Special Provisions Paragraphs 5.9 and 5.9.1 the referenced reports are due to Fairfax County and the Participating Public Agency.

Q73. Cost Proposal Instructions Pages 17-18: Does proposing a fixed discount off list meet the requirements of 7.1?
A73. See Special Provisions Paragraph 7.3 Tab 1.

Q74. Pricing commitment Page 49: Will US Communities — Fairfax County consider fair and reasonable pricing vs. most favored contract?
A74. Offeror must agree to the Supplier Commitments outlined in Appendix D.

Q75. Pricing commitment Page 49: Will US Communities provide the historical spend by school/agency and by products so we can review the historical information to negotiate with the manufacturers
a. Can this be broken down by type of contract?
b. We'd like to understand the out of the 500 M was awarded to Insight and Unicom.gov? A75. See answer to question Q69. $500 Million is the estimated anticipated volume of the contract.

Q76. Pricing commitment Page 49: Will we be able to get a list of pre -proposal conference attendees
A76. Yes.

Exhibit 3 367

RFP 2000001701
Addendum 2

Attachment 1
Q77. Pricing commitment Page 49: Will the questions addressed during the pre -proposal conference be captured and sent out to all bidders?
A77. Questions addressed at the Pre -Proposal Conference will be memorialized in an Addendum.

Q78. Does USC have a pricing template that we must use for our submission? A78. No.

Q79. RFP page 14, paragraph 5.9A, bullet 2, why would the County/PPA need to have a monthly report on "Price sheets showing price decreases on discontinued Products"? What is the intent of this requirement? As products are discontinued, there are no further price changes.

A79. County desires price sheets showing price decreases on discontinued products to be able to take advantage of any potential discounted pricing for any product still available which is in discontinued status.

Q80. RFP page 14, paragraph 5.9.1, bullet 3, please clarify the requirement for "Decreases on manufacturer's prices on Products still to be manufactured." A80. For products that have been ordered but have yet to be manufactured, County wants to know when a manufacturer has had a price decrease on those products to be able to take advantage of the lower available pricing.

Q81. RFP page 23, paragraph 17.3: Since standard insurance policies may be modified or terminated at less than 45 days, will the County consider revising the policy to "Contractor will use commercially reasonable measures to ensure that no change shall be made in any insurance coverage without a forty-five day written notice to the County Purchasing Agent and/or Risk Manager"?
A81. See answer to question Q36. Offerors can offer exceptions to this language as part of their offer, however all exceptions must be clearly identified to be reviewed by the County's risk management department should the Offeror be selected for award.

Q82. Please confirm that the evaluation of the responses to Scenarios 1 & 2 are included in the scoring under:
d. Reasonableness of cost proposal(s) — 25 points
A82. Confirmed.

Q83. Will you consider revising the language in the first sentence in Scenario 1 to:

Scenario #1
A metropolitan County has decided to procure and implement a Body Camera system (Wireless/Collaboration (voice)) in its County.

A83. No.

Q84. Are bidders required to provide a Technical Solution to both Scenarios? A84. If a Scenario is not applicable, Offeror should note this in its Cost Proposal Tab 4.

Q85. Will there be any set -aside awards made under various socio-economic business classifications?
A85. No.

Exhibit 3 368

RFP 2000001701
Addendum 2

Attachment 1
Q86. The RFP references two proposal validity periods. Please clarify if proposals are to be valid for 90 or 180 days.

of one -hundred and eithy (180) calendar days after the date specified for receipt of proposals.

all formal bids submitted shall be binding for ninety (90) calendar days following bid opening date, unless extended by mutual consent of all parties.

A86. Please see Special Provisions Paragraph 27.

Q87. Reference page 18, Tab 5 OFFEROR QUALIFICATIONS AND EXPERIENCE, ITEM #3:

Please clarify what is meant by "any applicable End User License Agreements (EULA) and Service Level Agreements (SLA)" as there is a long list of certifications and products requested in the solicitation and it is not clear which items will be required.

A87. See answer to question Q29. The intent is to include related EULA's and SLA's as a part of the contract to facilitate purchasing of products and services without having to negotiate these terms and conditions each time.

Q88. Will suppliers that are selected for award on this contract be required to present their offered goods/services via this marketplace or can they also supply quotes/pricing directly to contacts that may work with on projects, RFP's, etc.? In other words, do ALL transactions have to go through the marketplace for this contract vehicle or is that simply another option for buyers to view a consistent catalog? We ask because in cases where a very specific bill of materials must be built, is the expectation that such BOM's be uploaded into the marketplace for all to view or can they be provided directly to the participating public agency? A88. The Marketplace is an option for Participating Public Agencies to access standard Products available from Suppliers. Offeror may choose to sell through its normal methods to Public Agencies such as quoting/pricing directly, etc.

Q89. Reference page 15, Section 5.8 FINANCING OPTIONS: Can you please be more specific in terms of what you're looking for respondents to supply here? As an example, would be hard to provide financial rates given markets fluctuate. Are you looking more for examples of the types of financial creativity and structures we can provide? A89. Yes, please provide any types of cost effective financial structures you offer.

Q90. Can additional subcontractors be added to this contract post award? A90. Yes, Contractor must submit request to add subcontractors for approval to County in writing. Additionally, see answer to question Q81.

Q91. Although we are able to fulfill requests at competitive pricing nationally, our organization is a top tier reseller in the Western United States and primarily the Pacific Northwest, with a strong engineering influence. It appears this solicitation is geared toward companies with a national/fulfillment presence only; is U.S. Communities open to choosing a regional supplier that can service end users at a high level, or are they limiting their interest to national suppliers?
A91. Offeror will be evaluated based on its ability to service Public Agencies nationwide.

Exhibit 3 369

RFP 2000001701
Addendum 2

Attachment 1
Q92. In 6.1, Tab 10, we are instructed to submit a "signed unaltered" copy of Appendix F; there are multiple sections in the body of Appendix F which require information to be filled in ("supplier" name on page 63, date of the start of the agreement term on page 64, supplier's address information on page 71, etc.). Are bidders required to fill in all of those sections OR are we just instructed to fill in and sign the final page on the Appendix F (page 73)? A92. Completing the final page of Appendix F is acceptable.

Q93. Please list the government entities that utilize this U.S. Communities Contract as their PRIMARY contract.

A93. There are thousands of Public Agencies that utilize the contract and unfortunately, we have no way of knowing who uses the contract as a primary vehicle.

Q94. Page 1, Section 2.2: There are many public entities that DO NOT utilize this U.S.

Communities contract as their primary procurement vehicle. Clauses like 2.2 are not the industry standard in Public Sector IT procurement. Unless this clause is removed, this manufacturer would be unable to respond to the RFP. Would U.S. Communities and Fairfax County consider eliminating clause 2.2?
A94. No.

Q95. Page 8, Section 3A.18 and page 32, Section 17: Sec. 3.1.18 invites OEMs to propose products and services from related companies but Section 17 prohibits a bidder from submitting more than one bid directly or indirectly, can an OEM submit a bid when its partners or related companies are submitting bids too?
A95. To clarify, Introduction and Background Paragraph 3.1.18 applies only to Offerors responding to Paragraphs 3.1.1 and 3.1.2. An OEM may submit a bid when its partners or resellers are submitting bids too.

Q96. Page 17, Section 6.1, Tab 3 -Offerer Profile: Please provide a definition of Subcontractor. Are Resellers considered subcontractors?
A96. If the Offeror presenting a proposal to the County is a reseller then, no, Offeror is not a subcontractor. Any vendors working underneath that Offeror are considered subcontractors.

Q97. Page 49, (a) Corporate Commitment: Terms (i), (ii), (iii), (iv), and (viii) are onerous terms and could preclude this manufacturer from bidding on this contract. Many state agencies will not use the U.S. Communities contracts for their purchasing, therefore it is impossible for this large manufacturer to make these types of commitments across its entire product line. Will U.S. Communities remove the paragraphs listed above to encourage manufacturers to bid? If U.S. Communities will not remove the terms mentioned above, will they limit these terms to the products or services the manufacturer proposes through this contract vehicle? A97. No. Any Offeror responding to this RFP, whether a manufacturer or a reseller must agree to Appendix D, Supplier Qualifications and Supplier Information, Commitments.

The terms and conditions of Appendix D apply to those products and services in Offeror's proposal.

Exhibit 3 370

RFP 2000001701
Addendum 2

Attachment 1
Q98. Page 50, (b) Pricing Commitment, Part (i): Manufacturers that have their products and services on GSA schedules and other established Public Sector/Federal contracts cannot offer U.S. Communities lower pricing. These terms are onerous and could preclude this Manufacturer from bidding on this contract. Would U.S. Communities agree to remove paragraph (i) and allow price competition at the order level to drive additional discounts/savings?
A98. No.

Q99. 2.4 Objectives (page 1) — Section 2.4 provides that one of the objectives is to "combine the volumes of Participating Public Agencies to achieve cost effective pricing." Standard industry practice in this vendor's industry to provide best pricing for those customers that: (1) provide guaranteed sales; (2) large volume of sales; and/or (3) multi -year contracts. It appears from this RFP that neither Fairfax County nor U.S. Communities can guarantee any volume of sales. As such, what incentive do vendors have to provide their best possible pricing? A99. See Introduction and Background, Estimated Volume.

Q100. 3.1 General Definition of Products and/or Services (page 1) — Section 3.1 provides the statement that Offerors are to propose the broadest selection of TECHNOLOGY PRODUCTS, SERVICES, SOLUTIONS, AND RELATED PRODUCTS AND SERVICES THEY OFFER.

Sections 3.1.1 and 3A.2 then provide a list of such products and services. a) Are Sections 3.1.1 and 3.1.2 intended to be a partial list of products and services that vendors may offer?
b) If a vendor's products and services do not fall within those specified under 3.1.1 and 3.1.2, would it be acceptable for such a vendor to offer their products and services under the catch-all of "Other Services and Solutions" listed on the bottom of page 2? c) If a vendor develops other products and services after contract award, what is the process for amending the master contract to include additional products and services? Please clarify
A100. a) Introduction and Background Paragraphs 3.1.1 and 3.1.2 are intended for Offeror to provide a broad spectrum of Technology products and services to County and Participating Public Agencies.
b) No. See answer to question Q1.
c) Any awarded Contractor must submit a request to add new products and services for approval to County in writing.

Q101. 4. Participating Public Agencies/Contracting Agent/MICPA (page 9) — The RFP provides that Fairfax County serves as the Lead Public Agency/Contracting Agent. Also, each Participating Public Agency enters into a Master Intergovernmental Cooperative Purchasing Agreement (MICPA). Further, it provides that, under the terms of the MICPA, the procurement by the Participating Public Agency shall be construed
a) Can you please clarify the Master Agreement as a contracting vehicle? Is it a correct understanding that the vendor negotiates the Master Agreement with the Lead Public Agency (Fairfax County), and in the event that a Participating Public Agency wishes to ride the Master Agreement, in order to purchase products and services from the vendor, then they must enter into a MICPA? Please confirm.
b) If this is a correct understanding, can you please clarify why a Participating Public Agency would be issuing a separate procurement? It seems that if the Master Agreement is negotiated as a procurement vehicle, then no separate procurement would be necessary? What is the value to the vendor of negotiating a Master Agreement, if the vendor then has Exhibit 3 371

RFP 2000001701
Addendum 2

Attachment 1
to then enter into separate procurements with Participating Public Agencies? Please clarify.
c) Are all state, counties, local government entities and/or public agencies permitted to ride the Master Agreement through the MICPA? Please clarify.

A101. a) Participating Public Agencies consent to MICPA when registering with U.S.

Communities on its website and only need to register once to utilize all U.S.

Communities contracts. Currently over 55,000 Public Agencies are able to purchase off of the Technology contract.
b) State statutes allow Participating Public Agencies to utilize the competitively solicited Master Agreement held by the Lead Public Agency (Fairfax County) without having to individually go through the full competitive bid process. Each Participating Public Agency makes its own purchases with the awarded Supplier under the same terms and conditions as awarded by the Lead Public Agency. c) Yes, with few exceptions.

Q102. 4. Availability of Master Agreement (page 10) — The RFP provides that "U.S. Communities reserves the right to make available or not make available Master Agreements awarded by a Lead Public Agency to Participating Public Agencies."
a) If a vendor enters into a Master Agreement with the Lead Public Agency, it is unclear why U.S. Communities would have the right to not make the Agreement available to Participating Public Agencies? Can you please clarify the intent of this provision? b) Under what circumstances would U.S. Communities not make the Master Agreement available to Participating Public Agencies?
A102. a) U.S. Communities manages and administers the U.S. Communities Program nationwide.
b) An example of a circumstance where U.S. Communities would not make the Master Agreement available to Participating Public Agencies is if an Offeror failed to comply with the terms and conditions of Appendix F.

Q103. 3.1 Special Provisions, Contract Period and Renewal (page 11) — The RFP provides that the contract will be begin on date of award and terminate on the 3rd anniversary of the award. a) Is it a correct understanding that the contract is for a base period of 3 years, with four one- year options to extend?
b) What is the process for the exercise of the option years? A103. a) Yes
b) Options are exercised through an Amendment to the Master Agreement.

Q104. 3.1 Special Provisions, Contract Period and Renewal (page 11) — Regarding contract terms of individual contracts with purchasing entities:
a) Will all Participating Agencies continue to operate/procure according to their unique fiscal years or the Contract "fiscal year"? Please clarify?
b) Will price increases take effect on the anniversary of the Master Agreement, or on the anniversary date of that individual Purchasing Agencies submit an order? A104. a) Participating Public Agencies will operate on their "fiscal years". b) Price adjustments must be submitted and approved by County for the Master Agreement per Special Provisions Paragraph 9.

Exhibit 3 372

RFP 2000001701
Addendum 2

Attachment 1
Q105. 5.1.2 Program Requirements (page 12) — The RFP states in Section 5.1 that a Qualified Offeror be an authorized reseller or direct manufacturer of the Products and Services. Does this definition preclude from consideration vendors who are not authorized resellers or direct vendors of the specific Products and Services listed under the Introduction and Background, starting on page 3?
A105. Yes.

Q106. 5.5 Offeror Capabilities (page 13) — Section 5.5 provides a list of several capabilities that the Offeror will perform (see sections 5.5.1-5.5.7). If one or more of these provisions simply do not apply to the products and services that a vendor is offering, is it a correct understanding that these provisions simply are "not applicable"? Please clarify.

A106. Offeror must note any requirements that are not applicable in its response.

Q107. 5.9.3 Environmental Reporting (page 14) — The RFP indicates that vendors may, upon request, be required to provide periodic environmental impact reports. a) Can you please provide a sample report?
b) In the event that the products offered are electronic in nature, such that there is no environmental impact, can the requirement for Environmental Reporting be waived? A107. a) This information is not available.
b) No.

Q108. 5.11.6 Index (page 15) — Section 5.11.6 provides for the creation of an index of information.

Can you please provide clarification as to the intent of this requirement, and to what product(s) and/or service(s) that this may apply to?
A108. This is to ensure compatibility of data across platforms so there is homogeneity of data.

Q109. 5.12 Background Checks (page 15) — Section 5.12 provides for background checks for personnel "who work in a County owned/leased/rented facility." Is it a correct understanding that this only applies to personnel that would maintain an office in a County facility, but not to an employee that may be just visiting (e.g., for training or customer support)? Please clarify.

A109. If a staff member is onsite, they must have successfully completed a background check.

Q110. 7. Cost Proposal Instructions (page 17) — Section 7.1 provides that the Offeror's cost proposal must include "cost and pricing data." If an Offeror is offering a commercial item product for which "cost and pricing data" is simply not applicable, may this requirement be omitted or waived? Please clarify.

A110. Offeror must provide adequate information to establish the reasonableness of the proposed fees.

Q111. 7.3 Tab 1 Proposed Product Offering (page 18) — Section 7.3 requires offerors to provide a detailed cost breakdown of their proposed pricing structure to include direct, indirect, general & administrative, overhead and profit cost details. If an Offeror is offering a commercial item product for which this information is simply not applicable and/or available, may this requirement be omitted or waived? Please clarify.

A111. If offering a product, see Special Provisions, Paragraph 7.3 Tab 1.

Exhibit 3 373

RFP 2000001701
Addendum 2

Attachment 1
Q112. 7.3 Tab 1 Proposed Product Offering (page 18) — Section 7.3 provides that price reductions, special offerings, sales or promotions shall be passed on to the County and Participating Agencies as soon as they are announced. Is it a correct understanding that the price reductions, special offerings, sales or promotions or limited to those offered as part of the Master Agreement? What about price reductions, special offerings, sales or promotions that may be offered to the vendor's customers outside of the Master Agreement? Please clarify the intent of this paragraph.

A112. See Appendix D, Supplier Qualifications and Supplier Information, Commitments. If Offeror is offering price reductions, special offerings, sales or promotions to Public Agencies outside of the Master Agreement, it must also offer those price reductions, special offerings, sales or promotions through the Master Agreement. See answer to question Q12 for a definition of Public Agencies. Price reductions, special offerings, sales or promotions to the federal government or the private sector would not apply.

Q113. 9.1 Pricing (page 19) — Section 9.1 provides that the pricing structure, discounts and fees will remain firm in the first 365 days, and that any changes "may be based on CPI". If a vendor's products are not a commodity to which CPI would apply, may a vendor propose price increases based on standard industry practice? Please clarify.

A113. Special Provisions Paragraph 9.1 indicates "or other relevant indices" to offer flexibility.

Q114. 9.2 Pricing (page 19) — Section 9.2 provides that the request for a price change must be documented with multiple factors. If a vendor's products are not a commodity to which CPI would apply, may a vendor simply provide pricing for all years of the proposed contract term (base 3 years plus four one-year option years), as this is our standard industry practice, and leads to procurement efficiency as it alleviates the contract administration need of engaging in negotiations on an annual basis.

A114. Yes.

Q115. 19.1 Statistical Reports (page 24) - Under section 19.1, what data is to be provided in these statistical monthly and annual tabulated reports? Is this requirement duplicative of any of the reports under 5.9.1, 5.9.2, 5.9.3, or the management reports identified in the Supplier Qualifications and Supplier Information section of (7) Administration? A115. Special Provisions Paragraph 19.1 relates to federal and state mandated reporting requirements. Paragraph 5.9 relates to specific requirements for the County and Participating Public Agencies for this RFP. Supplier Qualifications and Supplier Information, Administration, Item 7, is for any additional reporting your company can offer.

Q116. 19.3 Invoices (page 24) - Under section 19.3, since our invoices are systematically generated and mailed by the 8th of each month, would it be acceptable to add additional mail time of 7 days, for a received date of the 15th of each month?
A116. Offeror should propose the most effective way it can meet the requirements of the RFP.

Exhibit 3 374

RFP 2000001701
Addendum 2

Attachment 1
Q117. 24 Project Audits (page 25) - Under section 24.1, can you provide additional detail on the types of costs and data that would be required for a successful audit? A117. Audits can vary greatly depending on the type of audit so this information is not available.

Q118. 29 Use of Contract by Other Public Bodies (page 26) — Section 29.4 indicates that each public body has the option of executing a separate contract with the Contractor. It appears to defeat the purpose of negotiating a Master Agreement with the Lead Public Agency if the vendor then has to turn around and negotiate a separate agreement with the Participating Public Agency.

Isn't that the purpose of the MICPA? Please clarify how this results in procurement efficiency.

A118. This paragraph is for the benefit of local DC metro area jurisdictions. Just as language in the Master Intergovernmental Cooperative Purchasing Agreement states that the "Master Agreements" are "subject to any applicable local purchasing ordinances and the laws of the State of purchase".

Q119. 32. HIPAA Compliance (page 27) — If a vendor is not offering a product or service that impacts HIPAA, does this provision get struck as simply not applicable? Please clarify.

A119. If Offeror is not offering a product or service that impacts HIPAA, Offeror should note as not applicable.

Q120. General Terms and Conditions, 32 — Termination for Convenience (page 32) — In the General Conditions and Instructions to Bidders, page 32, Paragraph 32, there is a Termination for Convenience. The RFP states that the "Contract may be terminated in whole or in part by the County whenever the County Purchasing Agent shall determine that such a termination is in the best interest of the County.
a) If the Contract is terminated for convenience by the Lead Agency, what is the effect of the cancellation on the Participating Agencies? Does cancellation by the Lead make the contract null and void for all Participating Agencies?
b) Given the potential size of this solicitation and the potentially large number of Participating Agencies, termination for convenience would seem to not be in the best interests of all Participating Agencies. As such, we would request that this provision be removed or modified to allow existing agreements to survive until their specific term is completed.

Al20. a) Yes.
b) We will not be removing this paragraph.

Q121. General Terms and Conditions, Section 78 Venue (page 39) - On page 39, Venue is in accordance with the laws of Virginia but under the Administration Agreement, on page 72 of Appendix F, the agreement is governed and interpreted in accordance with the laws of the State of California. Please clarify.

A121. General Terms and Conditions, Section 78 Venue applies to the Master Agreement.

Appendix F applies to the Administration Agreement.

Q122. Supplier Qualifications and Supplier Information, Corporate Commitment (page 48) — Section (a)(i) states that the pricing will be the Supplier's primary contractual offering of Products and Services to Public Agencies. Vendors may have other contracts and other master agreements with other entities. Is it the intent of this provision that this is the primary price offerings for any Public Agencies that wish to purchase under this Master Agreement (e.g., through a MICPA)? Or is it the expectation that the vendor will offer this same pricing to any customers, whether they purchase under the Master Agreement or outside of the Master Agreement? Please clarify.

Exhibit 3 375

RFP 2000001701
Addendum 2

Attachment 1
A122. The pricing under the Master Agreement must be the lowest overall pricing (net to purchaser) by Supplier for Public Agencies over any other available pricing. See Supplier Qualifications and Supplier Information, Pricing Commitment.

Q123. Supplier Qualifications and Supplier Information, Corporate Commitment (page 48) — Section (a)(ii) states that the Supplier's sales force shall always present the Master Agreement when marketing Products or Services to Public Agencies. Vendors may have other contracts and other master agreements with other entities. Is it the intent of this provision that the sales force offer the Master Agreement pricing only to those Public Agencies that wish to purchase under the Master Agreement? Or is it the intent of this provision that the sales force quote this pricing to all of their Public Agency customer, regardless of whether they are purchasing off the Master Agreement, or outside the Master Agreement (e.g., another contract vehicle and/or a separate procurement). Please clarify.

A123. Supplier must present the Master Agreement as its primary offering to all Public Agencies. It is the Public Agency's decision to determine if it wants to utilize the Master Agreement.

Q124. Supplier Qualifications and Supplier Information, Corporate Commitment (page 48) — Section (a)(iii) and (a)(viii) states that Supplier shall advise all Public Agencies that are existing customers of Supplier as to the pricing offered through the Master Agreement. Vendors may have multiple other contracts and other master agreements with other entities. Is it the intent of this provision that the Supplier transition all other customers to the pricing on this Master Agreement?
A124. No, the intent is to advise all Public Agencies that are existing customers of the Master Agreement. It is the Public Agency's decision to determine if it wants to utilize the Master Agreement.

Q125. Supplier Qualifications and Supplier Information, Pricing Commitment (page 49) — This provision may be applicable to vendors that provide commodities. However, if a vendor is offering a product or service that is not a commodity, and the pricing fluctuates due to numerous factors including the number of users, content offering, usage history, etc., these pricing commitments are difficult, if not impossible, for non -commodity vendors to meet. As such, would the Lead Public Agency consider deleting or modifying these provisions under such circumstances? If not, how does a vendor of a non -commodity product price their product, taking into account their standard pricing factors, and still adhere to these pricing commitments?
A125. It is up to the Offeror to propose tiered fees, rebate structures or other pricing based on size, volume or other measure.

Q126. Supplier Qualifications and Supplier Information, Pricing Commitment (page 49) — This provision may be applicable to vendors that provide commodities. However, if a vendor is offering a product or service that is not a commodity, and the pricing fluctuates due to numerous factors, how is the vendor of a non -commodity product expected to adhere to these pricing commitments. We provide a unique product that is customized to the needs of our government customers. It is our experience that each customer has unique needs, so we customize our offering to each customer's needs (we do not offer a "one size fits all" product).

Under these circumstances, what is the expectation with respect to the pricing commitment? Is it sufficient that the vendor provide equivalent pricing for similarly situated customers, based on content, users, usage history, etc.? Please clarify.

A126. Yes.

Exhibit 3 376

RFP 2000001701
Addendum 2

Attachment 1
Q127. Supplier Qualifications and Supplier Information, Pricing Commitment (page 49) — Section (b)(i) provides that Supplier represents that the pricing offered under the Master Agreement is the lowest overall pricing on Products and Services it offers to Public Agencies. Is it the intent of this provision that the Supplier guarantee that it is offering its best Master Agreement pricing to those Public Agencies that want to purchase under the Master Agreement? Or is the intent of this provision that the supplier represents that this is the lowest pricing to any Public Agency, whether they are purchasing under the Master Agreement, or outside of the Master Agreement? Please clarify.

A127. Pricing must be the lowest overall available pricing (net to purchaser) on Products and Services that it offers to Public Agencies.

Q128. Supplier Qualifications and Supplier Information, Pricing Commitment (page 49) — Under Pricing Commitment (b)(i), the RFP asks the Supplier to represent that the pricing offered is the lowest overall pricing (net to purchaser) on Products and Services that is offers to "Public Agencies". Please provide comprehensive definition of Public Agencies to accurately assess the scope and application of this provision throughout subsection (b) Pricing Commitment, specifically with regards to (b) (i), (ii), and (iv). In addition, please confirm if "Public Agencies" is meant to reflect the defined term "Participating Public Agencies"? A128. See answer to question Q12. Additionally, see Appendix F Recitals, second paragraph.

Q129. Supplier Qualifications and Supplier Information, Pricing Commitment (page 49) —Under Pricing Commitment (b)(i), the RFP states that the pricing will be evaluated on either an overall project basis or the PA's actual usage. When referring to evaluated, is this meant to describe the evaluation of the Supplier's overall proposal or of their pricing offered during the course of the contract after an award? Could you please expound upon the intent behind "overall project basis" and "actual usage" as factors used to evaluate pricing? A129. Supplier must demonstrate on an ongoing basis to Public Agencies that its pricing is the lowest overall available pricing (net to purchaser) on Products and Services that it offers to Public Agencies. Supplier can demonstrate this on an overall project basis or by utilizing Public Agency's actual usage.

Q130. Supplier Qualifications and Supplier Information, Pricing Commitment (page 49) —Under (b)(ii)(A), if the state contract is available only to a certain group of state agencies, would pricing under the Master Agreement only need to be made available to the matching subgroup of state agencies?
A130. Yes.

Q131. Supplier Qualifications and Supplier Information, Contracts Offering Lower Prices (page 49) — Vendors may have multiple other contracts and other master agreements with other entities (whether statewide agreements, regional cooperative agreements, or individual contracts). If any of these contracts have lower pricing than the Master Agreement, is it the intent of this provision that the vendor than provide the same lower pricing under the Master Agreement? Please clarify.

A131. Yes, See Supplier Qualifications and Supplier Information (b)(ii)(A)(B) and (C).

Q132. Supplier Qualifications and Supplier Information, Deviating Buying Patterns (page 49) — Can you please define what you would consider a "Deviating Buying Pattern" and under what circumstances this exception to the Pricing Commitment would apply? A132. This language is more appropriate for product based contracts. An example would be 100 truck -loads of copy paper compared to the purchase of 10 cases for office supplies.

Exhibit 3 377

RFP 2000001701
Addendum 2

Attachment 1
Q133. Supplier Qualifications and Supplier Information, Deviating Buying Patterns (page 49) — a) Can (b)(iii) on page 49, be interpreted to apply to GSA and FEDLINK federal supply schedule agreements, and thereby exclude them from the pricing commitment? b) Can (b)(iii) be interpreted to apply to other state master agreements or regional cooperative agreements, and thereby exclude them from the pricing commitment? Please clarify.

A133. a) If a Public Agency, as defined in the RFP, can access the GSA and FEDLINK federal supply schedule agreements, then the Supplier Qualifications and Supplier Information, Commitments apply.
b) No.

Q134. Supplier Qualifications and Supplier Information, Section (d) (v) Sales Commitment (page 51) - Under this provision, how is the Supplier to perform this registration confirmation task? Does the County have a registration tool that can be accessed to identify if the Agency has registered? Can the County provide a registration document to the Supplier as each Public Agency registers? Will the Agencies supply this information on their PO's? A134. Supplier will have access to this information through the U.S. Communities intranet website.

Q135. U.S. Communities Administration Agreement Instructions (page 52) — The RFP provides that the executed U.S. Communities Administration Agreement is required to be submitted with the supplier's proposal without exception or alteration. It is this vendor's standard industry practice that such agreements are negotiated mutually by both parties. Will U.S. Communities be willing to negotiate the terms of the Administration Agreement? Please clarify.

A135. No.

Q136. Supplier Qualifications and Supplier Information, Section 7 (page 60) — Please clarify what is meant by commodity histories, procurement card histories, and green spend. Is there a sample report or template that you can provide?
A136. Supplier Qualifications and Supplier Information, Administration, Question 7, please describe any abilities your company has in providing historical spend of products and services, any historical spend through a procurement card, any spend considered to be environmental/sustainable, and any other reports you can offer to a Participating Public Agency.

Q137. Administration Agreement, Section 5.1 Fees and Reporting (page 69) - Is Supplier authorized to include the 2% administrative fee in the proposed pricing to the County and Participating Agencies?
A137. Yes, pricing is net to purchaser.

Q138. Administration Agreement, Section 5.4 Online Reporting (page 70) — What is the purpose of this reporting if the Supplier has already provided quarterly sales reports under Fees and Reporting section 5.2? On its face, it appears to be duplication of effort and resources.

A138. These are additional reports and not a duplication of reports.

Exhibit 3 378

RFP 2000001701
Addendum 2

Attachment 1
Q139. Administration Agreement, Section 6.4 Notices (page 71) - is it acceptable to submit reports electronically, to support our green initiatives? Reporting requirements under sections 5.9, 19, and (7) Administration of Supplier Qualifications could potentially result in hundreds of reports monthly.

A139. How a report is delivered will be determined by the County or Participating Public Agency, depending on the type of report and needs of the particular entity.

Q140. Appendix F - Sales Report Format (page 75) - The Supplier ID is a required field in the Sales Report and a Supplier ID Table is supposed to be included in the Sample Sales Report Format document. This Table is missing from the document. Can you provide this Supplier ID Table? A140. This information will be provided upon award.

Exhibit 3 379

County of Fairfax, Virginia

ADDENDUM
DATE: August 24, 2014
ADDENDUM NO. 1
TO: ALL PROSPECTIVE OFFERORS
REFERENCE: RFP 2000001701
TITLE: Technology Products, Services, Solutions and Related Products and Services DUE DATE/TIME: September 24, 2015 @ 2:00 PM (Revised)
The referenced request for proposal is amended as follows:

1. The due date and time have been changed to September 24, 2015 @ 2:00 PM.

2. The last date we will receive questions regarding this RFP will be September 11, 2015 by 2:00 PM EST.

3. Other revisions to RFP paragraphs are listed as per attached.

All other terms and conditions remain unchanged.

Kristy D. Varda, CPPB
Contract Specialist H

THIS ADDENDUM IS ACKNOWLEDGED AND IS CONSIDERED A PART OF THE SUBJECT REQUEST FOR PROPOSAL:

Name of Firm
(Signature) (Date)

A SIGNED COPY OF THIS ADDENDUM SHOULD BE INCLUDED IN THE TECHNICAL PROPOSAL OR RETURNED PRIOR TO DUE DATE/TIME.

Note: SIGNATURE ON THIS ADDENDUM DOES NOT SUBSTITUTE FOR YOUR SIGNATURE ON THE ORIGINAL PROPOSAL DOCUMENT. THE ORIGINAL PROPOSAL DOCUMENT MUST BE SIGNED.

Exhibit 3
Department of Purchasing & Supply Management
12000 Government Center Parkway, Suite 427
Fairfax, VA 22035-0013
Rev 1/08 Website: www fairtaxc0unty,gpv/dpsm_
Phone (703.81&4-3201, TTY: 1800- 828-1140, Fax: (703) 324-3681

RFP 2000001701
Addendum 1

RFP PARAGRAPH REVISIONS

1. Replace paragraph 16.6 of the Special Provisions with:

16.6. Proposal Evaluation Criteria
The following factors will be considered in the award of this contract:
a. Offeror's Products and Services Offerings
b. Offeror's PROPOSAL of work as outlined in Special
Provisions, Paragraph 5 Program Requirements
c. Offeror's Qualifications as well as the financial
stability of the firm and references of the firm
10%
20%
15%
d. Offeror's understanding an acceptance of SUPPLIER 10% COMMITMENTS and response to SUPPLIER WORKSHEET
e. Offeror's response to SUPPLIER INFORMATION
f. Reasonableness of cost proposal(s)

2. Replace paragraph 11.1 of the Special Provisions with:

Lonnette Robinson, CPPB, Contract Supervisor
Department of Purchasing and Supply Management
Telephone: (703) 324-3281
Lonnette.Robinson(c�fairfaxcounty.gov

3. Add the following Paragraph 34 to the Special Provisions:
20%
25%

34.1 Offerors responding to this RFP are advised that Participating Public Agencies may participate in the Federal Universal Service Fund (E -Rate) program governed by the Federal Communications Act of 1996 (Snowe-Rockefeller-Exon-Karrey amendment). This program provides eligible members the opportunity to receive discounts for certain products and services provided by vendors.

34.2 E -Rate eligibility is not required to be considered for contract award, and will not be a part of the evaluation of proposals.

34.3 To be eligible to be utilized by -Participating Public Agencies seeking E -Rate reimbursement:
a. Contractor shall have, at a minimum, a working knowledge of the Universal Service Fund ("USF") program for schools and libraries.
b. Contractor shall be a service provider as defined by the E -rate Program. c. Contractor shall agree to participate in the E -rate Program and to cooperate fully and in all respects with USC member's E -rate Program to ensure that USC members receive all of the E -rate funding for which it has applied and to which it is entitled in connection with Contractor's services and/or products.
d. Contractor shall submit with its proposal a Service Provider Identification Number ("SPIN").

Exhibit 3 381

RFP 2000001701
Addendum 1

e. Contractor shall provide to Participating Public Agency's staff and/or E -rate Consultant in a timely manner, within the posted E -Rate deadlines, all of the information and documentation that the Contractor has or that Contractor reasonably can acquire that Participating Public Agencies may need to prepare E -rate applications and/or to document transactions eligible for E -rate support ( www.sl.universalservice.org) . f. At Participating Public Agency's discretion and consistent with E -rate Program regulations, Contractor either shall (a) apply the approved E -rate discount to all services and/or products approved for funding and invoice the Universal Service Administrative Company for the balance or (b) remit to FCPS the E -rate discounted amount pursuant to the Billed Entity Application Reimbursement Process or any other reimbursement process in effect.
g.

Contractor shall list, price, and invoice separately any services that are ineligible for E - rate funding.
h. Contractor must not be currently on red light status by Universal Service Administration Company (USAC) and immediately notify -County and U.S. Communities if placed on red light status.

Contractor must not be currently debarred from E -rate participation by the Federal Trade Commission (FCC) and immediately notify County and U.S. Communities if debarred.

Exhibit 3 382

1VISION SOFTWARE
3COM
4XEM CORP.

AB DISTRIBUTING

ABACO SYSTEM

ABIWAZY

ABLENET INC
ACCELL
Acroname

ADAPTEC

ADDERTECHNOLOGY

ADDON NETWORKS
ADESSO
ADTRAN

ADVANCED SIMULATION TECHNOLOGY
INC
ADVANTECH AUTOMATION CORP.

ADVANTECH B+B SMARTWORX

ADVANTECH CO LTD

AEROHIVE NETWORKS

ALCATEL LUCENT

ALLEN -BRADLEY

ALLIED TELESIS
ALOGIC

ALTRONIX
ALURATEK, INC.

AMAZON

AMER NETWORKS
AMPLIFY.NET
AMULET HOTKEY INC.

AMX
ANKER
ANTAIRA TECHNOLOGIES, INC.

AOPEN
APC
Araknis

ARISTA NETWORKS

ARKIDYN

ARLO TECHNOLOGIES

ARRIS GROUP INC

ASANTE TECHNOLOGIES
ASUS
Manufacturers, Publishers and Suppliers by Product Category 7/21/2022

ATEN TECHNOLOGY CISCO SYSTEMS ENET SOLUTIONS INC INSIGNIA ATLONA CKL Technology ENGENIUS INTEL
AUDIOCODES, INC. CLEAR CUBE ENTERASYS NETWORKS INTELLINET NETWORK SOLUTIONS AUKEY BUSINESS CO. LTD CLEARSOUNDS ETHERWAN IOGEAR TECHNOLOGY AUTOMAP CLUB 3D EXACQTECHNOLOGIES INC IONET LTD

AUTOMATION INTEGRATED LLC CN ET TECHNOLOGY EXTREME NETWORKS IPSOS RETAIL PERFORMANCE LTD

AVAGOTECH TECHNOLOGIES CODI INC EXTRON ISO
AVAYA COMMUNICATION DEVICES INC. EZQUEST ITRenew - HPE Refurbs

AVIGILON CORPORATION COMNET FIRESCOPE IXIA
AVNET COMPREHENSIVE CABLE FORNIDA LLC J5 CREATE

AVOCENT-EMERSON COMPUTER EXCHANGE LTD FORTINET JSCREATE AXIS COMMUNICATIONS COMPUTERLINKS FS.COM JANCANE

B & B ELECTRONICS COMPUTONE FUJITSU SCANNERS JESWO
BASF COMTROL FUJITSU SERVER STORAGE JETWAY COMPUTER CORP.

BELKIN COMPONENTS CONNECTPRO GARRETTCOM JOY SYSTEMS INC

BENFEI CP TECHNOLOGIES GEAR HEAD JUNIPER NETWORKS
BEST DATA PRODUCTS CRADLEPOINT, INC. GEFEN KANEX

BETTERONLINE CRESTRON ELECTRONICS GEORGE RISK IND INC KANGURU BIDUL & CO CRYSTAL GROUP INC GEOVISION INC. KCEVE

BINDVIEW CUMULUS NETWORKS GIADA PC KENSINGTON

BLACK BOX CURTISS-WRIGHT CONTROLS GIGAFAST KEYSIGHT TECHNOLOGIES INC BLACKMAGIC DESIGN USA CYBER POWER PC GIGAMON SYSTEMS LLC KINAN TECHNOLOGY CO.,LTD

BLONDER TONGUE LABORATORIES CYBERDATA SYSTEMS GOLDENRAM KINGSTON

BOSCH SECURITY CYBERPOWER SYSTEMS HAVIS SHIELD KINGWIN
BRAINBOXES CYBEX HAWKING TECHNOLOGY KRAMER ELECTRONICS, LTD.

BROADFIELD DISTRIBUTION INC. DANA INNOVATION HERITAGE TRAVELWARE KRAMER SCIENTIFIC BROCADE DATAMATION SOFTWARE INC HEWLETT PACKARD ENTERPRISE Laguna 2 - Belkin Refurbs BUFFALO TECHNOLOGY DATTO, INC. HIKVISION DIGITAL TECHNOLOGY CO. LT LANTRONIX BV TECH S.p.A DECIMATOR DESIGN PTY LTD Hirschmann LAVA COMPUTER MANUFACTURING

BYTECC DELL HITACHI LENOVO

C&K COMPONENTS DELL EMC HITACHI DATA SYSTEMS LENTION
CABLE MATTERS INC. DIGI INTERNATIONAL HOWARD MEDICAL LIBERTY AV SOLUTIONS CABLE RACK DIGI-KEY CORPORATION HP Lightware North America

CABLES TO GO DIGITAL LOGGERS INC HP INC LINK DEPOT CORPORATION

CAMBIUM NETWORKS DIGIUM IBM LINKSYS

CAMBRIONIX D -LINK SYSTEMS IKEY LIVEACTION INC
CCX CORP DUALCOMM TECHNOLOGY, INC. IMC NETWORKS LOGITECH CDW Technologies EATON IMS-DELL LUXUL

CENTRO POWER EDGECORE IMS-HPE MACALLY

CHECK POINT SOFTWARE TECHNOLOGIE EDGEWATER NETWORKS INC INGRAM BOOKS MADGE NETWORKS CHECKPOINT SYSTEMS, INC. EDIMAX Innovative Electronic Designs MANHATTAN WIRE PRODUCTS

CIENA EKTRON INNOVIUM MARQUARDT
Cisco Press EMTEC INSIGHT MCAFEE
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LENOVO

MOTOROLA ISG

NETPATIBLES

SNJ SOLUTIONS INC
STARTECH.COM

SYSTIMAX

TRICENTRIC

TRIPP LITE

BELKIN COMPONENTS

BES MANUFACTURING

BLACK BOX

BROTHER

CABLES TO GO
IBM

INSIGHT

SATOAMERICA
STARTECH.COM

SYSTEM CONNECTION

ZEBRA TECHNOLOGY
1 TRIPPLITE
AaVZOBLUESTOP

AB DISTRIBUTING

ACER AMERICA

ACTI CORPORATION
ADESSO
ADVANTECH AUTOMATION CORP.

ADVANTECH CO LTD

ADVIDIA
AIDAIM

AIPHONE

ALLAIRE

ALPHA SOLUTIONS INC
ALTIA
ALURATEK, INC.

Amcrest Technologies
ANKER

ANYWHERE CART
Aoboco
APC
APEMAN INTERNATIONAL CO., LTD.

APPLE

ARECONT VISION

ARLO TECHNOLOGIES
ASUS
ATLONA
AUKEY BUSINESS CO. LTD
AUSDOM

AUTOMATION INTEGRATED LLC

AVA UNIFIED SECURITY
AVAYA
AVER INFORMATION INC.

AVERMEDIA

AVIDIAN TECHNOLOGIES

AVIGILON CORPORATION
AVIZIA

AXIS COMMUNICATIONS
AZULLE

B&H PHOTO -VIDEO
B3E

BASLER AG

BEST DATA PRODUCTS
BI2 TECHNOLOGIES LLC
BirdDog

BLACK BOX

BLACKMAGIC DESIGN USA
Blackvue
BLINK

BOLIDE TECHNOLOGY GROUP

BOSCH SECURITY

BRICKCOM
BRINNO
CANON
CASIO

CBC AMERICA

CENTON ELECTRONICS

CISCO SYSTEMS

CLARY ICON

CLEAR TOUCH INTERACTIVE, INC

CLEARONE

CODI INC

COGNEX CORPORATION
COMNET

CP TECHNOLOGIES

CREATIVE LABS

CREATIVESTAR

CRESTRON ELECTRONICS
CRIME POINT INC.

CSC-SOFTEK
DaHua

DATA LOCKER, INC
Deal Partners - NETGEAR Refurbs
DELL

DEPSTECH

DIGITAL INNOVATIONS

DIGITAL WATCHDOG
DITEK
all

D -LINK SYSTEMS
DROPCAM, INC.

DT RESEARCH, INC.

DVRMASTER.COM
DVTeI

ELGATO SYSTEMS, LLC
ELMO

ELO TOUCHSYSTEMS
EMEET

ENGENIUS

EPIPHAN SYSTEMS
EPSON

ERGOGUYS LLC

ESPRIT SYSTEMS

EVERFOCUS

EXACQ TECHNOLOGIES INC

EXTREME NETWORKS

EXTRONICS LTD
EZVIZ

FACEVISION

FLIR SYSTEMS

FLOCK CAMERA SYSTEMS

FORTINET

FREETALK

FUJI MEDIA

FUJIFILM GRAPHIC SYSTEMS USA INC
GARMIN

GEAR HEAD

GENERAL CABLE

GENERAL IMAGING COMPANY
GEOVISION INC.

GETAC INC.

GO PRO
GOHZQ
GOOGLE
GoPro
GPED

GRANDSTREAM NETWORKS

GUILLEMOTINTL

HAMILTON BUHL

HANWHA TECHWIN AMERICA

HARMAN INTERNATIONAL

HAVIS SHIELD

HAWKING TECHNOLOGY

H DSTO R

HEWLETT PACKARD ENTERPRISE

HID GLOBAL
HIKVISION DIGITAL TECHNOLOGY CO. LT

HIMS INC

HITACHI

HONEYWELL

HOVERCAM
HP
HP INC

HUDDLECAMHD

HUDDLY GO

HUDDLY INC
HUE

IDP CARD PRINTER
IFROO

IMSOURCING

INFOCUS

INNOVATIVE VIDEO TECHNOLOGY

INSIGHT
INSTA360
INTEL

ION AMERICA
IPEVO INC.

IRECORD.TV
IRIS

IRONLINK
ISO
JABRA

JIDETECH

JK IMAGING LTD
Joy Systems - Generic Refurbs

JOY SYSTEMS INC

JPL TELECOM
JVC
Kandao
Karama Grip

KAYSUDA

KICTECH
KODAK

KO N FTE L

KONICA-MINOLTA
LENOVO

LIFESIZE COMMUNICATIONS
LILBIT

LOGITECH

LONOVOT

LOREX TECHNOLOGY INC
LUMENS INTEGRATION INC. USA

MACE GROUP

MANHATTAN PRODUCTS

MARSHALL ELECTRONICS
Matterport

MAXELL CORP OF AMERICA

MEDIATECH

MICROCAD

MICROSCOPE WORLD

MICROSOFT

MILESTONE SYSTEMS INC

MOBOTIX CORP
MONNIT

MONOPRICE

MOUSE SYSTEMS
NAXA ELECTRONICS, INC.

NEC DISPLAY SOLUTIONS

NEONTEK TECH LTD

NEST LABS
NETGEAR, INC.

NETMON
NETRIA

NEWLINE INTERACTIVE
NexiGo
NIGHT OWL LLC.

NIKON

OKIOLABS

OLYMPUS AMERICA

OLYMPUS IMAGE SYSTEMS

OTTER PRODUCTS

OWL LABS INC

PANASONIC

PANASONIC I -PRO SENSING

PANDUIT

PANORAMA ANTENNAS INC
PELCO
PENTAX

PERSONIFY INC

PHILIPS
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ENOVATE MEDICAL EXXACT CORPORATION FOTODIOX GENERAL BINDING GRAYSHIFT LLC

ENPLUG EYEBLOC FOTRIC GENERIC PRODUCTS GREAT LAKES
ENS Engineered Network Systems EZ-Pro Screen Protector FOVITEC GENETEC GREAT NECK

ENS GROUP EZVIZ FREEDOM INPUT USA GENEVA CLOCK GREENLEE TEXTRON INC ENTRUST TECHNOLOGIES F.J. WESTCOTT COMPANY FREEFLY SYSTEMS GENICOM GRIFFIN TECHNOLOGY ENVISION FACEBOOK TECHNOLOGIES, LLC FREQUENCY DEVICES INC. GENIUS GROOVYGAMEGEAR

ENVOY FANCIERSTUDIO FRONTROW CALYPSO LLC GENNOVATION GSKAIWEN

ENVOY DATA FANTASYCART FROST KING GENUINE JOE G -TECH - A FABRIK COMPANY EOLOGIC FANVIL FS.COM GEOSCIENCE SOFTWARE INC GTSE
EPAUTO FARGO ELECTRONICS FSR GEOVISION INC. GUANGZHOU WENYI COMMUNICATION

EPOS AUDIO FARPOINTE DATA, INC FUJIFILM GRAPHIC SYSTEMS USA INC GERBER GEAR GUARDIAN EPSON FASTENAL COMPANY FUJIFILM Holdings America Corporati GETAC INC. GUARDIAN RFID EQUAL OPTICS FASTENER SUPERSTORE FUJITSU GHENT Guidance Marine LLC

EQUALLE FATPIPE FUJITSU AMERICA GIGAMON SYSTEMS LLC GUMDROP EREPLACEMENTS, LLC FEDCO FUJITSU SCANNERS GigaPan Systems GVM GREAT VIDEO MAKER

ERGOGENESIS FEITIAN TECHNOLOGIES US INC FUJITSU TAKAMISAWA GIGASTONE HAIVISION NETWORK VIDEO ERGOGUYS LLC FELLOWES FULL COMPASS SYSTEMS LTD Gikersy HAKUBA USA ERGOTECH GROUP INC FENVI Fuller Tool Gimars HALL RESEARCH ERGOTRON FIBERCABLESDIRECT.COM FULLY GIOTTO'S INDUSTRIAL INC. HALLMARK GLOBAL LTD E -Secure Asia FILM IMPACT FUSION OF IDEAS GIQ HAMILTON BUHL E -SEEK Fingic FUSTAR GiSTEQ CORP HAMMERHEAD IND INC
ESI ERGONOMIC SOLUTIONS FINTIE LLC FUTURENOVA GITZO Hammond & Stephen

ESKER FIREARROW ENTERPRISE SOFTWARE INC FYY GLIDE GEAR HAMMOND MANUFACTURING

ESR CASE FIREFLY GLOBAL GADGET GUARD GLIDECAM INDUSTRIES HANDHELD GROUP ESSELTE PENDAFLEX FIRST AID ONLY GAGNE, INC. GLOBAL INDUSTRIAL EQUIPMENT HANDLANDY ESSILOR OF AMERICA First Data Clover GAI-TRONICS GLOBAL TECHNOLOGY SYSTEMS HANWHA TECHWIN AMERICA ETERMAL FITBIT, INC. GALAXY GLOBAL TECK WORLDWIDE Hapitek

EVA FIXINUS GAMBER JOHNSON GLOBAL TRUSS HAPPYBUY

EVERBILT FLAMBEAU GAMEDAY ENTERTAINMENT LLC GLOW HARBOR FREIGHT TOOL EVERFOCUS FLEXGUARD SECURITY SYSTEM GARDNER BENDER GN1 HARMAN INTERNATIONAL EVERLASTING COMFORT FlexPro GARLAND TECHNOLOGY GO PRO HARMAN PRO EVGA.COM FLIC GARMIN GO PROFESSIONAL CASES, INC. HARMONY BUSINESS SUPPLIES EVOKO FLIR SYSTEMS GARNER PRODUCTS GO2GROUP, INC HATCHMED EVOLIS INC. FLIRC GARNETICS GOAL ZERO HAVIS SHIELD

EX ELECTRONIX EXPRESS FLOCK CAMERA SYSTEMS GATOR CASES, INC GODOX PHOTO EQUIPMENT CO. HEADSETS DIRECT INCORPORATED

EXABYTE FLORIDA PLASTICS INTL GBC GOHZQ HEALTH POSTURES LLC

EXACQ TECHNOLOGIES INC FLUKE ELECTRONICS GCIG GOLDENRAM HECKLERDESIGN EXCELITAS TECHNOLOGIES CORP. FLUKE NETWORKS GCX GOLDTOUCH TECHNOLOGIES HELIOPAN EXCELSENSE TECHNOLOGIES FLUXLIGHT Gearmo GOOGLE HEMUDU
EXECUTIVE COMMUNICATION SYSTEMS Focusrite GEEKOTO GORILLA GLUE HENGE DOCKS LLC.

EXFO INC FORENSIC COMPUTERS INC GEEKSDOM Gorillized Corporation HENGHUI EXMAX FORETOO GEFEN GoToTags HENKEL

EXPO FORMAX GEMALTO GRADUS GROUP LLC HERITAGE TRAVELWARE Extreme MAX FORNIDA LLC GENARAY GRAINGER Herize
EXTREME NETWORKS FORTINET GENELEC GRANDSTREAM NETWORKS Hermanmiller EXTRON FOTO SEARCH STOCK PHOTOGRAPHY & Generac Power Systems, Inc GRAYBAR ELECTRIC COMPANY, INC. HES INC.

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HEWLETT PACKARD ENTERPRISE ICLOTH INSEEGO JAKAGO KATA

HEX ICWUSA INSIGHT JAME KEEPCA

HID GLOBAL ID TECH INSIGNIA JANAM TECHNOLOGIES LLC KELLY COMPUTER SUPPLY COMPANY

HIDEIT MOUNTS IDCARD SOFTWARE INSPIRITECH JANTEK ELECTRONICS KEN -A -VISION MFG CO, INC HIEARCOOL IDEAL MEDIA INSTA360 JAR SYSTEMS KENDALL HOWARD

HIGHER GROUND DIAGNOSTICS IDENTIFICATION INTERNATIONAL INC INTEGRA JARLINK KENSINGTON HIKVISION DIGITAL TECHNOLOGY CO. LT IDENTITY STRONGHOLD LLC INTEL JASON CASES KESON HIMS INC Identiv, Inc. INTELLYTECH JBL MULTIMEDIA KEURIG

HITACHI IDENTIVE GROUP, INC INTERANA INC JBL SYSTEMS KEY SOURCE INTERNATIONAL

HITACHI DATA SYSTEMS IDENTRUST INC INTERFACE INSPECTOR JELCO KEYCHRON

HLOMOM IDI MISC (SAVE) INTERLINK ELECTRONICS JENSEN TOOLS INC KEYESTUDIO HMROPE IDocument INTERLOC JETECH KICKER
HOEN IDX System Tech. INTERMATIC JFJ DISK REPAIR KICTEAM INC.

HOFFMAN IFENC INTERMEC JIDETECH KIMBERLY CLARK
HOFFMAN ENGINEERING LLC IFIXIT Interstellar Electronics JINZHI Inc. KINESIS

HOLDFAST GEAR IFOOTAGE INTREPID CONTROL SYSTEMS INC JISON CASE KINGMAS

HOLLANDER INTERNATIONAL STORAGE IK MULTIMEDIA US, LLC INVENTABLES INC JIUSION KINGSTON

HON IKAN CORP INVIDTECH JKI KINGWIN

HONEYWELL IKELITE INVISIBLE INTELLIGENCE JLT MOBILE COMPUTERS INC KINO FLO LIGHTING SYSTEMS HORUSDY iKlear INVUE SECURITY PRODUCTS JMC Global Technologies kiosk group HOVERCAM Ilugger IOGEAR TECHNOLOGY JOBY KITCHEN ARMOR
HOWARD INDUSTRIES imComor IOMAGIC JOHN MEZZALINGUA ASSOCIATES LLC KITCHSMART

HOWARD MEDICAL IMOVR IONODES INC JOHNSON LEVEL & TOOL KIWI ENTERPRISES HOYA CORPORATION IMPACT IPEARL INC JONARD INDUSTRIES CORP. KJB SECURITY PRODUCTS HOYULLI IMPACT CASES INC IPEVO INC. JS JULIUS STUDIO KLEIN TOOLS, INC.

HP IMPACT PRODUCTS IPORT JTECH KLIM
HP INC IMPACT SYSTEMS PTY LTD IRECORD.TV JUGGERNAUT.CASE KLIPSCH

HTC IMPLAN GROUP IRIS JUNIPER SYSTEMS INC KOAMTAC
HUAFELIZ IMS-CPO IRONCLAD JustandV2E KOBALT

HUANUO IMS-FUJITSU IRWIN JUSTJAMZ KODAK

HUBBELL -PREMISE IMS-HPI ISKIN JUSTZON KOKKIA

HUDDLECAMHD IMSOURCING (SMART VIDEO TECH CO LTD K&F KONCEPT INNOVATORS LLC HUDDLY INC INCASE ISOACOUSTICS, INC K&J Magnetics, Inc. KONDOR BLUE

HUE INCIPIO TECHNOLOGIES ITAD USA K&M KONFTEL

HUMAN SCALE INFINITE ELECTRONICS ITHACA KAISER KONICA-MINOLTA HUMANCENTRIC INFINITE PERIPHERALS Itian KAISI KONSAIT
Humask INFOBLOX ITOTIN KAMPEL KONTAKT
HUNTER DIGITAL INFOCASE IVict Kandao KOOLDOO
HW Strong Cable INFOCUS IVM INC KANEX KOOWIEN

HYPER INGENICO IXIA KANG YUAN KOPUL
12 GEAR INGRAM MICRO J&D TECH KANGURU KOSS
IBENZER INNOVATION FIRST J.V. CONVERTING COMPANY INC. KANTECH KRAMER ELECTRONICS, LTD. i-BLASON Innovative Electronic Designs J2 GLOBAL COMMUNICATIONS KANTEK Kreatiives

IBM INNOVATIVE VIDEO TECHNOLOGY JABRA KANTO LIVING KROGER iCarez INNOVERA JACKSON PALMER Kaptivo KRONOS INC.

ICAT LOGISTICS INOGENI JACO INC Karamba Kroser
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K-TEK LIFESIZE COMMUNICATIONS M MAIKEZI MAYNOS MILESTONE SYSTEMS INC KUPTONE LIGHTRONICS M. K. Morse MBA USA MILITARIA

KUZY LIGHTSPEED TECHNOLOGIES INC MACALLY MC FIBER SOLUTIONS MILLER CAMERA SUPPORT KWIKBOOST Lightware North America MACCASE MCMASTER-CARR MILWAUKEE DUSTLESS

KWMOBILE LINCARE MOUSE PADS MACKIE MCR SAFETY MILWAUKEE TOOLS

KYOCERA LINKUP MACSPORTS MEAD & CO LTD MIMIO

KYVOS INSIGHTS INC LISTEN TECHNOLOGIES MACTREM GEAR MEDAVANTE MIMO MONITORS L.H. DOTTIE COMPANY LITE PANELS MAGGY BV M -EDGE MIND READER

LAB GRUPPEN LITRA MAGIC LEAP INC MEDIALINK PRODUCTS MINI SKATER LAB PARTNERS ASSOCIATES, INC. LIVESCRIBE, INC. Magicard MEDIATECH MIPRO LABl26 LiveSurface Inc MAGLINER MEDIAVUE SYSTEMS LLC MIRACASE LABELMASTER LIVEU INC MAGLITE MEETINGONE INC MiraScreen LABELMATE LIVEVIEW TECHNOLOGIES Magnavox MEFOTO MIRROR IMAGE TELEPROMPTERS

LABELRANGE LKM PARTS MAGNUS MEGAGEAR MISC-CABLES
Labels Direct Lock America International, Inc. MAGSAFE MEGAPRO MISSION DARKNESS

LACDO LOCK N CHARGE MAGTEK MEGGER USA MITEL
LA -CO INDUSTRIES LOCKMASTERS MAGWEL N.V MEGOO Mitutoyo LAIRD TECHNOLOGIES LOCKNCHARGE TECHNOLOGIES MAINLINE INFORMATION SYSTEMS INC Meko Tech MJP TECHNOLOGIES, INC.

LALKONS LOCTEK INC MAINPINE, INC MEKON LTD MMCALL

LAMICALL LOCTITE MAKERBOT INDUSTRIES MELLANOX MMF
LAMINEX LOFTWALL Makeronics MELSAN MobilDrTech, Inc.

LANCHER LOGIC CONTROLS MAKITO MERCURY COMPUTER SYSYTEMS INC MOBILE DEMAND

LANPARTE LOGITECH MAMA WIN METAGEEK MOBILE EDGE

LAPWORKS LOLLIDO MAN & MACHINE METORY MOBILE TECHNOLOGIES INC LASUNEY Lopos MANFROTTO METRO DATAVAC MOBILE VIDEO DEVICES

LAVKOW LORELL MANHATTAN WIRE PRODUCTS METROVACUUM MOBOTIX CORP L-COM, INC. LOREX TECHNOLOGY INC Manus Machinae B.V METTLER TOLEDO MODULR LLC.

LEANKIT INC LOTFANCY MAONO MFJ ENTERPRISES INC MOKO
LEATHERMAN TOOL GROUP INC LOUKIN MARCH NETWORKS MG Chemicals MOLESKINE LECTROFAN LOUROE ELECTRONICS MARPAC LLC MGI Speed Ware MOLEX

LEDETECH LOVRUG MARSHALL ELECTRONICS MICCA ELECTRONICS MOMENT INC LEDTRONICS LOWELL MANUFACTURING MASON SUPPLY CO. MICRO CONNECTORS MONARCH

LEGRAND LOWEPRO MASTER LOCK COMPANY LLC MICRON CONSUMER PRODUCTS GROUP MONOPRICE

LEICA-GEOSYSTEMS LOWRY MASTER MAGNETICS MICRONPC MOODY TOOLS LeMotech LPS INTEGRATION MASTERVISION MICROSEMI CORP MOORECO INC

LENOVO LTECUBE MASTERWORKS MICROSOFT MOPACLLE

LENTION LTGEM MATTHEWS STUDIO EQUIPMENT MICROTEK LAB MOPHIE

LEPEI - XOOL L-TRON CORPORATION MAVERICK LABEL MIDDLE ATLANTIC MOS EQUPMENT

LEVITON TELECOM LUCASEY MAX MIDLAND MOSHI

LEXAR MEDIA LUIDIA INC MAX CASES MIDOPT MOTION COMPUTING

LEXMARK LUMAPRO MAX SMART MIDWEST CASE MOTOR GUARDIAN CAM INC LG ELECTRONICS LUME CUBE MAXBEAR MIE Software MOTOROLA ISG LIBERTY AV SOLUTIONS LUMENS INTEGRATION INC. USA MAXELL CORP OF AMERICA MIESHERK MOTOROLA MOBILITY LIBRATEL, INC. LUXMO MAXI -AIDS MIFARE MOUNT IT
LIEWX LUXOR MAXWEL MANUFACTURING CO., LIMITED MIGHTEX MOUNT -IT

LIFEPROOF LYON WORKSPACE PRODUCTS MAYLINE MILES DATA TECHNOLOGIES, LLC MOUNTUP Atl tPo
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MOUNTZ TORQUE

MOUSER ELECTRONICS INC
MOVO
MOXA TECHNOLOGIES, INC.

MPOW
MRQ

MS CASH DRAWER
MSI

MUBUY-GOL
MUDDER
MULTI -LINK INC.

MUSTANG
MVIX

MYTOOLGIFT

NADY SYSTEMS INC

NANOARMOUR

NANOLEAF
NANUK

NASUNI CORPORATION

NATIONAL INSTRUMENTS

NAVEPOINT LLC
NAVORI
NB North Bayou
NCI
NCLOSE
NCR

NEAL DOYLE
NEAT

NEAT BAR

NEATFRAME
NEC

NEC DISPLAY SOLUTIONS

NEC SOLUTIONS
NEEWER

NEIKO PRO TOOLS USA

NELCO PRODUCTS
NEMO-Q

NEOCLEAN

NEOTHINGS
NETAPP
NETC

NETCOMM WIRELESS LIMITED
NETGEAR, INC.

NETIS SYSTEMS
NETMON

NETPATIBLES

NETRIA NZXT OSP PENDRAGON SOFTWARE
NETSCOUT SYSTEMS, INC 02 Hurricane OTICON PENGO COMPUTER ACCESSORIES NETSOURCE INC. OBEN OTTER PRODUCTS PENGUIN COMPUTING
NETUX SOLUTIONS OBERON INC Otterbox PENTALOGIX LLC

NETWORK INNOVATIONS OBSERVINT TECHNOLOGIES OVERNITE SOFTWARE INC PENTEL NETWORX OBUSFORME OWI INCORPORATED Pepperl+Fuchs
New Bee OCULUS VR OWL LABS INC PERFECTO MOBILE INC
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NEW HOPE OFFICEMAX OXFORD UNIVERSITY PRESS PERIPHERAL LOGIX NEW TRENT INC. OFFICETOPIFY-ZHIDIAN PAC AUDIO PERLEGEAR

NEWACALOX OGIO INTERNATIONAL PACKAGING CORPORATION OF AMERICA PERLESMITH

NEWCASTLE SYSTEMS INC OHAUS PACTECH PERM -A -STORE

NEWER TECHNOLOGY OHILL PADARSEY PEYOU

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NEWTECH OLIGHT PAG LTD. PHANTEKS

NEWTEK INC OLSEN AUDIO GROUP PALADIN TOOLS PHILIPS

NEWYES OLYMPUS AMERICA PALO ALTO NETWORKS PHOENIX AUDIO TECHNOLOGIES NexiGo OLYMPUS IMAGE SYSTEMS PANASONIC PHOENIX CONTACT

NEXMOSPHERE OMNI GROUP PANASONIC I -PRO SENSING PHOLIX SOFTWARE NEXT LEVEL SOLUTIONS OMNIPRESENSE PANAVISE PRODUCTS, INC. PHOPIK

NEXTIVITY OMNITRON PANDAREN PHOTOGENIC PROFESSIONAL LIGHTING NEXUS OMNITRONIX PANDUIT Photorepublik

NIKON OMOTON PANINI NORTH AMERICA PHOTOVISION

NILLKIN OMRON ELEC LLC PANORAMA ANTENNAS INC PICO TECHNOLOGY NITE IZE, INC. ONELAN PanzerGlass PICTRON
NITECORE OneScreen PAPALOOK PICTURETEL

NOAR TECHNOLOGIES ONIX ELECTRONICS LLC PAPERMATE PILOT CORP NOBUNA ONLOGIC ParamQuery PIONEER

NOCTUA ON-STAGE PARKWORLD PIONEERPOS
NOMAD ONSTRATEGY PARROT, INC. PIPISHELL
NONDA ONYX COMPUTING PARSEC TECHNOLOGIES Pivo Inc.

NORAZZA, INC. OpenSSL PARTS EXPRESS PIVOT
NOROCME OPTICON PARTSHE PIVOT3 INC.

NORTH ATLANTIC PUBLISHING SYS OPTIMALON SOFTWARE PASOW PLANAR SYSTEMS Novanex, Inc. OPTOMA PATAGONIA INC PLATINUM TOOLS

NOVATUS INC ORACLE PATLITE PLENOM WS

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NREAL ORDRO PATUOXUN (SHENZHEN TECHNOLOGY) PLUG IN STORAGE SYSTEMS INC

NSP CASES ORIA PAX TECHNOLOGY LTD PLUGABLE TECHNOLOGIES NTG Original Software Inc PAXTON ACCESS PLUGFONES
NUANCE ORIONE PDi Communication Systems Inc. PLUGGED
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NUREVA INC OROLIA USA INC PEARSTONE PNY TECHNOLOGIES
NUSHIELD INC OSD OUTDOOR SPEAKER DEPOT PEERLESS PockeTalk

NUTKASE OSI HARDWARE PELCO POE TEXAS
NVIDIA OSOYOO PELICAN POETIC CASES, INC.

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POLAROID PROTECT COMPUTER PRODUCTS RASPBERRY PI
POLARPRO Protective Enclosures Company, RAVPOWER
POLY Proto RAZERUSA

POLYPHASER PROWITHLIN RCA
POPSOCKETS PROXIMITY SYSTEMS, INC. RDI TECHNOLOGIES

PORAXY PTZ OPTICS READ THE DOCS INC

PORT PULSE SUPPLY READYDOCK

PORTABRACE PURE RESONANCE AUDIO REALLY RIGHT STUFF

PORTER CABLE PURE SENSE REALSPACE
POSIFLEX PURE STORAGE INC. REALTEK

POS-X PUREGEAR REALWEAR
POWERBX INC PURELL REBEL.COM

POWERGISTICS PURGO REDLINK
PowerTye MFG PURPOSE AV REDROCK MICROSYSTEMS, LLC.

Powerwerx PYLE AUDIO INC RELAUNCH AGGREGATOR

PRECISE BIOMETRICS PYRAMID INDUSTRIES REMARKABLE

PRECISION MOUNTING TECHNOLOGIES PYRAMID TIME SYSTEMS REMOTE AUDIO PRECISION PRODUCTS, INC. 0 Compile Inc Renewed
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PREMIER MOUNTS QHOHQ RESCUE ESSENTIALS
PREMIER PACKAGING LLC QLOGIC CORP. REVAMP WHOLESALE

PREMIERTEK Q-MATIC REVO AMERICA
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PRIME LOGIC QSC AUDIO PRODUCTS, LLC. REVOLVE ROBOTICS
PrimeCables Quadric RF IDEAS INC.

PRIMERA TECH QUALITY SELECTION RF INDUSTRIES

PRIMESENSE LTD QUANTUM STORAGE SYSTEMS RFID

PRIMEX WIRELESS INC QUARTET RFIVER
Primus Cable QUEST SOFTWARE RFMAX

PRINTEK QUHA USA RICE LAKE WEIGHING SYSTEMS
PRINTRONIX QVS INC. RICOH
PRO TAPES & SPECIALTIES, INC. R FUN STORE RIDLEY ENGINEERING INC

PROCASES R SYSTEMS RIGHTSTAR SYSTEMS
ProClip USA, Inc. RACK SOLUTIONS INC RING

PROCTER & GAMBLE RACKGOLD RINGKE

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AYEHU INC
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AZUL SYSTEMS

B & L ASSOCAITES INC

B & L INDUSTRIES

B&H PHOTO -VIDEO
B3PE
babelfor.NET

BABOONBONES LTD
BABYLON LTD.

BABYLON SOFTWARE

BACKBONE SECURITY
Backload.org

BACKTOCAD TECHNOLOGIES LLC

BACPRO LLC
Bacula Systems

BADIA SOFTWARE

BAE SYSTEMS
bairTEK LLC
Bala Bit Corp

BALABIT-EUROPE LTD

BALESIO
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BananaTag
Bandicam

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BAPCO
BARACODA, INC.

BARBECANA INC
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BARCODE GENERATOR

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BARCODELIB.COM

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BARCOVIEW

BARE METAL SOFTWARE PTY LTD

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BARNES INTERNATIONAL LTD

BARRACHD LTD

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BARTELS MEDIA

BASECAMP LLC

BASELINE DATA SYSTEMS

BASHO TECHNOLOGIES INC

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BASIS

BAT CALL IDENTIFICATION INC
Batch Frame LLC

BATCHGEO LLC

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BAUDVILLE

BAUERAPPS

BAYDIN INC

BAYES SERVER

BAYESIA USA

BAYSTATE CONSULTING
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BCDVIDEO

BCL TECHNOLOGIES

BONA CORPORATION

BDRIVE, INC

BDTRONIC

BEAGLE SOFTWARE
Beamr Ltd

BEAR RIVER ASSOCIATES INC

BECKHOFF AUTOMATION LLC

BECRYPT LIMITED
BEGINFINITE INC.

BEliER ELECTRONICS INC

BEILEY SOFTWARE

BELUS TECHNOLOGY

BEN GRAHAM CORP

BENCHMARK ANALYTICS
Benchmark Consulting USA LLC
Bender RBT Inc
BENQ

BENTHIC SOFTWARE

BENTLEY SYSTEMS

BENVISTA LTD

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BERKELEY

BERLA CORPORATION

BERNARD D&G

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BERTHOLD

BESIDE COMPANY
Beside Software

BEST DESKTOP SOLUTIONS BV

BEST SERVICE GMBH

BEST WAVE

BETA CAE SYSTEMS USA INC

BETHESDA SOFTWORKS LLC

BETIS GROUP
Betsol LLC

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BEUGER ENTERPRISES INC

BEYOND SECURITY, INC

BEYOND TRUST

BHD INSTRUMENTATION LTD

BI VOYAGE

BIZ TECHNOLOGIES LLC
BIAMP SYSTEMS INC.

BIBLIOCOMMONS CORP

BIBLIOTHECA
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BIG BANG

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BIGGERFLIP LTD

BIGPANDA INC

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BILLION DOLLAR GRAPHICS

BILLOW MYNDBEND INC
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BINARY FORTRESS SOFTWARE

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BINARYMISSION
BinaryNights

BINPRESS INC

BIODIGITAL

BIOINFORX INC
BIOMCC
BioMedware

BIO-OPTRONICS
BioRender

BIOSOLVEIT GMBH

BIOSTAT

BIP SOLUTIONS LTD

BIRCH GROVE SOFTWARE

BIRDIE SOFTWARE
BISCOM

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BISSANTZ

BIT MIRACLE

BITDAM LTD

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BITGLASS, INC

BITPLANE

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BITRISE LIMITED

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BITSIGHT TECHNOLOGIES INC

BITSTREAM
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BITTWARE INC

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BITWIG GMBH
Biz Effective Ltd
Bizmate SRL

BKW INC

BLACK BOX

BLACK CREEK

BLACK DIAMOND TECH

BLACK ICE INC

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BLACKBAG TECHNOLOGIES INC.

BLACKBERRY

BLACKBOARD

BLACKCOMPASS SOFTWARE PTY LTD

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BLACKHAWK LABS

BLACKLINE SYSTEMS

BLACKMAGIC DESIGN USA

BLACKSUN SOFTWARE

BLADE NETWORK TECHNOLOGIES
BLANCCO US LLC.

BLANK -IT
BlazeMeter

BLAZERUNNER LLC
Blesk
B -LINE INC.

BLISSFULLY

BLOCH ENGINEERING
BLOCK 64
BlockBox

BLOCKMASTER

BLR DIGITAL LLC

BLUE AGILITY

BLUE CAT NETWORKS

BLUE COAT SYSTEMS

BLUE LABEL SOFT
Blue Lance

BLUE LEAF SOFTWARE

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Blue Peak Logic, Inc.

BLUE PEARL SOFTWARE

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BLUEFINITY INTERNATIONAL INC

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BLUESPEC INC

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BLUMENTALS SOFTWARE

BLUVECTOR INC

BMC SOFTWARE DISTRIBUTION
BMI Productivity Solutions
BMI Solutions

BMT MICRO
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BOASTR

BODIMETRICS

BODINE TRAINING GAMES LLC
Bodno

BOGDAN URECHE
BOGEN

BOHEMIA INTERACTIVE AUSTRALIA

BOHEMIA INTERACTIVE SIMULATIONS
INC

BOHEMIAN BV

BOHEMIAN CODING

BOILSOFT
BOINX SOFTWARE, LTD.

BOKAI

BOLD PLANNING INC
Bolide Software

BOLT SCIENCE LTD

BOMBICH SOFTWARE INC
BOMGAR
BONAVISTA _ SYSTEMS
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BOOGIETOOLS, INC

BOOKE SEMINARS

BOOKRAFT LLC
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BOOMERANG SOFTWARE

BOOMERLABS

BOOST INDUSTRIES

BOOTES SYSTEMS SAS
Bootstrap Software

BOOTSTRAP SOFTWARE PARTNERS LLC
Bopsoft

BORDER STATES ELECTRIC

BORDERLAN INC

BORDERWARE

BORIS FX

BORLAND

BORNTO ROUTE

BOSANOVA INC

BOSCH SECURITY

BOSON SOFTWARE
BotDetect Captcha

BOTTOMLINE TECHNOLOGIES
BOUNCEPAD NORTH AMERICA, INC.

BOUNDLESS ASSISTIVE TECHNOLOGY LLC

BOUNDLESS SPATIAL INC
boutique CPA

BOWBRIDGE SOFTWARE
BOX

BOX INC
Boxcryptor

BOXER SOFTWARE

BOXFUSE GMBH

BOXOFT CO LTD
Boxshot

BOXTONE

BOZTECK SOFTWARE

BPC COMPONENTS

BPI CONSULTING
BPLUS

BPSOFTWARE

BRACKET LABS
BRADY

BRAINJOCKS

BRAINSTORM, INC

BRAINTRAIN INC

BRANCO MACHINERY COMPANY
401

BRAVIUM CONSULTING INC
Braxton Technologies

BRAZEN TECHNOLOGIES INC

BRC DIGITAL

BREACH INTELLIGENCE INC
BREAKINGPOINT SYSTEMS INC.

BREAKPOINT SOFTWARE

BREEZY HR INC

BRETFORD
Bricata
Bricsys Inc

BRIDGE COMMUNICATIONS LLC

BRIDGE INTELLIGENCE

BRIDGE TO THE FUTURE LLC
BriefCatch

BRIGGS SOFTWORKS

BRIGHT COMPUTING, INC

BRIGHT POINT

BRIGHTCOVE INC

BRIGHTLY SOFTWARE, INC

BRIGHTSEA INC

BRIGHTSIGN

BRIGHTSTARR US INC

BRIGHTWORK

BRINQA LLC

BRITISH PHARMACOPOEIA

BROADCOM
BROADFIELD DISTRIBUTION INC.

BROADVISION INC

BROCADE
Bronzware Inc

BROOKFIELD ENGINEERING LAB

BROOKS INTERNET

BROOKTROUT BY CANTATA TECHNOLOGY

BRORSOFT

BROTHER

BROWSERLING INC

BROWSERSTACK

BROWSIUM, INC

BRUKER AXS

BRUKER BIOSPIN CORP

BRYNTUM AB
Bryxen, Inc.

BSQUARE

BSRSOFT

BTB GMBH

BUCKETSOFT LLC CAD STUDIO INC
Buddybuild CAD SYSTEMS

BUFFALO TECHNOLOGY CAD ZONE

BUGHERD CAD/CAM SOLUTIONS INC

BUGSEE INC CADALOG INC
BugSnag CAD -EARTH

BUILDSCALE INC CADENCE DESIGN SYSTEM
BuiltWith Pty Ltd CADEX
Bulk Rename Utility CADIG, INC

BULLGUARD CAD-KAS GBR

BULLSEYE TESTING TECHNOLOGY CADLINK

BULLZIP CADLOOK

BUNGALOW SOFTWARE INC CADSOFT COMPUTER INC

BUREAU OF DANGEROUS GOODS, LTD CADSOFT CORP
BUREAU OF INTERNET AM INC CADSoftTools

BURLINGTON ENGLISH INC CADSON DEMAK

BURNLIGHT SOFTWARE CADZATION

BURST TECHNOLOGY CAEFATIGUE LTD

BUSINESS FORECAST SYSTEMS INC CAELO

BUSINESS MANAGEMENT SYSTEMS CAELYNX LLC

BUSINESS ORIENTED SOFTWARE CAIGEN SOFTWARE

BUSINESS PARTNER SOLUTIONS INC CAKEWALK
BUSINESS PERFORM CALABRIO, INC.

BUSINESS RUNTIME CALDERA SYSTEMS

BUSITECH CALENDLY

BUSTRACE TECHNOLOGIES CALERO SOFTWARE LLC

BUTLR TECHNOLOGIES INC CALIBRATED SOFTWARE
BV TECH S.p.A CALIPER CORP.

BYNDER LLC (WEBDAM) CALLAS SOFTWARE
BYOS INC CALLYO 2009 CORP
BYRNE SOFTWARE TECHNOLOGIES INC.

BYTE -POWER

BYTES OF LEARNING INC

BYTESCOUT

BYTEWORX CAMBIUM NETWORKS

C SOLUTIONS

C TECH CAMBRIDGESOFT
C. GATHMANN COMPUTER SYSTEM Camera Bits
C2sec CAMERA BITS, INC.

C3 SOFTWORKS INC CAMERAPAD

CA TECHNOLOGIES CAMERONTEC

CABLE EXPRESS

CABLETIME

CACE TECHNOLOGIES

CACHE MONITOR

CAD MANUFACTURING

CALTA COMPUTER SYSTEMS LTD

CALTROL INC

CALVIN, GIORDANO & ASSOCIATES INC

CAM DEVELOPMENT

CAMBRIDGE INTELLIGENCE

CAMINO TECHNOLOGIES INC

CAMO SMART
CamTech Engineering Services

CANADIAN GOVERNOR & CONTROL SYS
INC

CANADIAN WIRELESS TELECOM

CANARY COMMUNICATIONS

CANDYLABS

CANIMAAN SOFTWARE LTD
CANON

CANONICAL GROUP LTD

CANTO SOFTWARE INC
CANVA US, INC.

Canvas GFX, Inc.

CAP Index Inc

CAPAX DISCOVERY

CAPE SYSTEM INC
CapExt AS

CAPHYON LTD

CAPILANO COMPUTING

CAPITALIZE DATA ANALYTICS LLC

CAPITALWARE INC

CAPRIZA
Caps Lock Indicator

CAPSTONE TECHNOLOGY CORP

CAPSTORM

CAPTARIS

CAPTCHA INC

CAPTIVA

CAPTRICITY INC
Capture 3D, Incorporated

CAPTURE COMPONENTS
Capture One
Capturing Reality SRO

CAPVIDIA NA LLC

CARAHSOFT

CARAHSOFT TECHNOLOGY CORP
CARBISOFT LLC.

Carbon Black

CARBONITE

CARD SCANNING SOLUTIONS

CARDBOARDIT LLC

CARDETT

CARDETT ASSOCIATES LTD

CARDPRESSO
Cardwerk

CARDZORT

CARESIMPLE INC

CARETTA SOFTWARE

CARFEY SOFTWARE CORPORATION

CARISTIX
CARLSON SOFTWARE INC.

CARMEN PUBLISHING

CAROLINA BARCODE

CAROUSEL DIGITAL SIGNAGE

CARTESIAN PRODUCTS

CARTESIAN PRODUCTS INC

CARTOVISION
Carveco

CARYA AUTOMATISERING

CASA SOFTWARE

CASABASE SOFTWARE

CASCADE STRATEGY USA INC

CASECOMPLETE
CaseGuard
Casella CEL Inc

CASELOAD

CASEWARE INTERNATIONAL INC

CASEWORTHY INC

CASPIO INC

CAST SOFTWARE

CASTELLAN SOLUTIONS

CASTELLE

CASTLE ROCK

CATALOGIC SOFTWARE

CATALYST DEVELOPMENT

CATAMORPHIC CO

CATAPULT

CATCH INTELLIGENCE

CATCH SOFTWARE

CATCHBOX

CATENARY SYSTEMS
Cato networks
CAXperts

CAYO SOFTWARE LLC

CAYOSOFT INC

CAZENA INC

CB INSIGHTS
CBT Company

CBT NUGGETS

CCH INCORPORATED
CCSTM Computing LLC

CD-ADAPCO
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CDATA SOFTWARE

CDI COMMUNICATIONS

CDYNE SERVICES LLC

CEBAS COMPUTER GMBH

CEDRUS CORPORATION

CEETRON
CEI

CELEMONY SOFTWARE GMBH
Celeritas Simulation Technology LLC

CELERIUM INC

CELESTIX

CELLEBRITE USA

CELL -ED INC
CELLPHONE-MATE TECHNOLOGIES INC.

CELOXIS TECHNOLOGIES PVT LTD

CELSYS,I NC

CENIT NORTH AMERICA INC

CENOS SIA

CENSYS INC

CENTER FOR INTERNET SECURITY

CENTERACTIVE

CENTERED SYSTEMS

CENTERLINE SOFTWARE

CENTRAL TIME CLOCK INC

CENTRALREACH

CENTREL SOLUTIONS LTD

CENTRIFY CORPORATION

CENTURION TECHNOLOGIES

CENTURY SOFTWARE

CEPSTRAL

CEPTAH SOLUTIONS

CERBERO GMBH

CERBERUS

CEREBRATA SOFTWARE PRIVATE LIMITED
Cerem J.V.M. Software Ltd

CERIENCE

CERIOUS SOFTWARE INC
CERTES NETWORKS INC.

CERTIFY GLOBAL

CETE SOFTWARE

CFENGINE

CFR LLC
CG4 ASSET TRACKING

CGE RISK MANAGEMENT SOLUTIONS

CGTRADER
Chadha Software Technologies
Chainalysis
Chalkbox

CHANGEPOINT
CHANNEL SOURCES DISTRIBUTION CO.

CHAOS SOFTWARE GROUP INC

CHAPURA

CHARGE TECH ENTERPRISES LLC

CHARGEALL

CHARLES PRINEAS

CHARTFX

CHARTIO

CHATMETER INC

CHATSWORTH PROD

CHAX INC

CHECK POINT SOFTWARE TECHNOLOGIE

CHECK THE NETWORK

CHECKMARX

CHECKPOINT CONSULTING
CHECKPOINT SYSTEMS, INC.

CHECKROOM NV

CHECKVIDEO
CHEETAH3D

CHEF SOFTWARE

CHEMAXON LLC

CHEMINNOVATION SOFTWARE INC

CHEMISTRY SOFTWARE LTD

CHEMPUTE SOFTWARE

CHEMSTATIONS INC

CHEMWATCH

CHENBRO

CHENGDU YIWO TECH DEVELOPMENT
LTD
Chenomx
ChequePRO

CHESSWARE

CHEVIN FLEET SOLUTIONS INC
CHI

CHICAGO SOFT

CHIKRII SOFTLAB GMBH

CHILKAT
CHILKAT SOFTWARE, INC.

CHOCKSETT SOFTWARE

CHOCOLATEY SOFTWARE
Choral Tracks

CHORUS INTELLIGENCE INC

CHRIS WEST

CHRISTIANSTEVEN SOFTWARE

CHRISTIE
Chromatic

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CI TECHNOLOGIES INC
CIENA

CIMAWARE

CIMCOR INC

CIMETRICS

CIMMETRY SYSTEMS
CIMQUEST INC.

CIMQUEST INGEAR

CINCINNATI INCORPORATED

CINEDIGM

CINEMARTIN

CINERGIX PTY LTD

CIPHERTRUST, INC

CIRCADENCE

CIRCLE SYSTEMS

CIRCLEBACK, INC
CIRESON INC.

CIRRIS SYSTEMS CORP
Cirrus Data Solutions, Inc.

CIRRUS SOFT LTD
cirruspath

CIS SECURE COMPUTING INC
Cisco Press

CISCO SYSTEMS

CISTERA

CITADEL
CitizenServe
CITRIX

CITYGRO

CITYZEN SOLUTIONS INC

CIVILGEO ENGINEERING SOFTWARE

CIVILGEO ENGINEERINGA SOFTWARE
Civis Analytics Inc

CJWDEV LTD

CK SOURCE
CKSource

CLAIMMASTER SOFTWARE LLC

CLARIFAI INC

CLARITI CLOUD INC
Clarivate Analytics

CLARIZEN

CLARO SOFTWARE

CLAROTY LTD

CLASS ON DEMAND
Ig Pone: 800-467-4448
402

ClassLink

CLASSMARKER PTY LTD

CLEAN CODERS, LLC

CLEAR CANVAS

CLEAR CUBE
CLEAR EDGE 3D

CLEAR TOUCH INTERACTIVE, INC

CLEARCONTEXT CORPORATION
Clearcove LTD

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CLEARONE

CLEARSKY DATA INC

CLEARSWIFT
ClearTriage

CLEARVIEW

CLEARVISION

CLEMENTS UHLENHUT
CLEMEX

CLEO COMMUNICATIONS

CLEVELAND SIGHT CENTER

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CLEVERBRIDGE
CleverFiles
Click Dimenisons

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ClickDimensions

CLICKSTUDIOS
CLICKTIME.COM INC

CLIENT CENTRIX LLC
Client 10 s.r.o.

CLIOSOFT INC
Clipart
CLIQER.IO

CLO VIRTUAL FASHION
Cloud Cruiser

CLOUD HARMONICS INC

CLOUD RANGE

CLOUD WARRIORS GOVERNMENT, LLC
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CLOUDACTION LLC
CloudApp

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Cloudflare
CloudGenix

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CLOUDIWAY LLC

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CloudNine Discovery LLC
Cloudpath Networks

CLOVERPOP INC
Cludo
CLUMIO

CLUMSLYLEAF SOFTWARE

CLUMSYLEAF SOFTWARE

CM FIRST GROUP

CME GROUP

CMH SOFTWARE
CMNET

CMS PRODUCTS

CNC CONSULTING

CNET TECHNOLOGY

COALESCE SOLUTIONS LLC

COALESYS

COALFIRE SYSTEMS INC

COBALT BLUE

COBRA ELECTRONICS

COBWEBS TECHNOLOGIES
CoCalc

COCHRANE INNOVATIONS LTD

COCKOS INC

COCKROACH LABS INC

COCOATECH

COCOBOLO SOFTWARE

CODA PROJECT INC
Codafile Innovative Records Mgmt
CODE
CODE 42 SOFTWARE
CODE 9 MEDIA INC

CODE ARCHITECTS SRL

CODE BLUE

CODE CHARGE

CODE COMPLETE SOFTWARE

CODE EFFECTS

CODE INDUSTRY LTD

CODE LINE COMMUNICATIONS

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CODE TWO
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CODECOV LLC

CODEFRESH INC
Codeidea
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CODEKICK

CODELATHE LLC

CODEORIGIN, LLC

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CoderPad, Inc
CodeRunner
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CodeTwo

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CODEWEAVERS, INC

CODEWORK INC

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CODIFIED SECURITY LTD

CODILITY LTD
COFENSE (Formerly PHISHME)

COFFEE CUP SOFTWARE
COGIN

COGIX CORPORATION

COGMOTIVE

COGNEX CORPORATION
Cognillo

COGNISM
Cognitide Systems Private Limited

COGNIVIEW INC
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COGSDALE

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COINBASE INC

COITCOM

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Collabion

COLLABNET

COLLABORATION SQUARED LTD

COLLECTIVE IDEA

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COLLIER

COLLIGO

COLLOBOS SOFTWARE

COLORFLEX

COLORKEYS

COLORSCHEMER

COLOSSUS INC

COLOSSYAN INC

COLUBRIS NETWORKS
Columbia Weather Systems
COMALA

COMBI TECH

COMBIT GMBH

COMFORT SOFTWARE
COMFORTE INC.

COMINDWARE
Command Digital Studios

COMMAND SOFTWARE SYSTEMS

COMMAND TECHNOLOGY

COMMERCIAL TIMESHARING INC

COMMERCIAL TYPE

COMMFRONT

COMMON SENSE SYSTEMS, INC

COMMONLOOK
COMMUNICATION DEVICES INC.

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COMMUNICATIONS INTELLIGENCE

COMMUNICO LLC

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COMPANIONLINK SOFTWARE

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Corn part AG

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COMPILED SERVICES LLC

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COMPLIANCE TECHNOLOGIES INC

COMPONENT ART INC

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COMPONENTONE LLC

COMPONENTSOURCE

COMPONENTSPACE PTY LTD

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CORPORATION

CO M PTIA
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COMPULINK
Computalabel International

COMPUTALABEL INTERNATIONAL LTD

COMPUTATIONAL ENGINEERING INTL

COMPUTER & PERIPHERALS GROUP INC

COMPUTER AIDED SOLUTIONS

COMPUTER ESCAPE

COMPUTER EXCHANGE LTD

COMPUTER EXPERT GROUP LLC
COMPUTER INSTRUMENTS, INC.

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COMPUTER POWER SOLUTIONS OF

ILLINOI

COMPUTER PRODUCTS CORPORATION

COMPUTER PROMPTING & CAPTIONING
CO.

COMPUTER SIMULATION TECHNOLOGY
Computer Solutions

COMPUTER SQUARE INC

COMPUTER SYSTEMS ODESSA
COMPUTERS & STRUCTURES INC.

COMPUTERWORKS

COMPUTING IN TECHNOLOGY GMBH

COMPUTOMICS GMBH

COMPUTRACE

COMPUTRONIX

COMPUWARE

COMSOL INC
Comsol Pty Ltd

COMSTOR

COMTECH EF DATA

COMTROL

COMVURGENT
CON+DEV

CONCEPTS FOR BUSINESS LLC

CONCURRENT COMPUTER

CONCURRENT REAL-TIME INC

CONDUKTOR LLC
Condusense

CONDUSIV TECHNOLOGIES

CONEXWARE

CONFER TECHNOLOGIES INC

CONFIO SOFTWARE
I i5 `Po
ne: 800-467-4448
403

CONFLUENT
Confluera Inc.

CONGA
CONGRUITY 360 LLC

CONNECTALL LLC
Connecture DRX

CONNECTWISE
CONNIXT, INC.

CONNX SOULUTIONS

CONQUEST CYBER

CONSENSUS CLOUD SOLUTIONS CANADA
Consensus Sales

CONSERVION

CONSORTIUM NETWORKS LLC
Constant Contact, Inc.

CONTACT INNOVATIONS

CONTACT PLUS CORP

CONTACT SOFTWARE
ContactMonkey

CONTACTZILLA

CONTAXIAL LTD

CONTENT AND CODE
Contentful
CONTENTWATCH, INC.

CONTEX

CONTEXT MAGIC

CONTINUOUS IT PTY LTD

CONTINUUM ANALYTICS
CONTINUUM SECURITY S.L.

CONTINUUM SYSTEMS
Contract Logix LLC

CONTRACT TELECOMMUNICATIONS

CONTRAST SECURITY INC

CONTRIBUTED SYSTEMS LLC

CONTROL SOLUTIONS

CONTROLENG CORPORATION

CONTROLSCAN

CONTROLUP

CONTRONEX INC
CONVERGENT DESIGN INC.

CONVERGENT MEDIA SYSTEMS CORP

CONVERGENT SCIENCE INC

CONVERGEPOINT INC

CONVERSIFI

CONVERTER TECHNOLOGY INC
CONVERTPDFTOWORD.NET
CONVEY COMPLIANCE SYSTEMS, INC.

COOL ORANGE

COOLER MASTER

COOLING TECHNOLOGY INSTITUTE

COOLSTF

COO LUTI LS

COORDINATED SYSTEMS, INC

COPERNIC

COPP CLARK LIMITED

COPPELIA ROBOTICS

COQSOFT

CORADIANT

CORAL CREEK SOFTWARE

CORASWORKS

CORDES DEVELOPMENT GMBH

CORE & MAIN LP

CORE SECURITY

CORE TECHNOLOGIES

COREALM LLC
Coreform LLC
COREFTP.COM
COREL

CORELIGHT

COREMELT

COREOS INC
CoreView (Formerly 4Ward365)
CORNER BOWL SOFTWARE CORP.

CORNERSTONE ONDEMAND

CORRELOG INC

CORSO INC

CORTADO
CORTEX I. T. LABS PTY LTD

COSENTIAL INC

COSIN SCIENTIFIC SOFTWARE

COSOSYS SRL

COSPECTIVE PTY LTD
COSTAR

COUCH BASE

COUNTERPATH SOLUTIONS INC

COURSEDOG INC
Coursera Inc.

COVENTOR
COVED

COVERITY

COVIANT SOFTWARE CORP

COZMIX INC

COZYROC
CP LAB
CPA2BIZ

CPACKET NETWORKS

CPAPERLESS

CPAPERLESS SAFESEND

CPPDEPEND
CPSI
CRADLEPOINT, INC.

CRAFT ANIMATIONS

CRANEL IMAGING

CRANEL INC

CRANNOG

CRASH DATA GROUP

CRAVENSYS LLC
Craydec

CRAZYBUMP

CRAZYEGG

CREAFORM

CREATIVE RESEARCH SYSTEMS

CREATIVE SOFTWARE SOLUTIONS, LLC
Creative Tim

CREATIVESTAR

CREDANT TECHNOLOGIES INC

CRE-DO EK

CREO INC

CRESCENT

CRESTRON ELECTRONICS

CRIBL INC

CRICK SOFTWARE LTD

CRISTIE SOFTWARE LTD

CRITICAL PATH MGMT I PRIMAVIEWER
Critical Reach, Inc

CRITICAL START LLC

CRITICAL TOOLS

CRITICOM, INC

CRITTERCISM INC

CROSS BROWSER AJAX

CROSSBOW EDUCATION
CrossBrowserTesting.com LLC

CROSSCHECK NETWORKS INC
Crosser Technologies
CrossFTP Software

CROSSTEC

CROSSWARE LTD
Crossworks
Crow Canyon Software

CROWDIN LLC

CROWDSTRIKE INC

CROWE LLP

CROWN EQUIPMENT CORP
CrownSoft

CRUNCHBASE INC

CRUNCHY DATA SOLUTIONS INC

CRUSHFTP

CRYPTIC APPS SARL

CRYPTIGO

CRY PTO MATH IC

CRYPTOSYS

CRYPTZONE

CRYSTAL GRAPHICS

CRYSTAL INSTRUMENTS CORP

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CRYSTAL POINT

CRYSTAL SOFTWARE

CRYSTALDESK

CRYSTALMAKER SOFTWARE LTD

CSC CONSULTING INC
CSE

CSI INTERNATIONAL
CSIPIX

CSS INC
CT DEVELOPING.COM

CTA DIGITAL HEADQUARTERS

CTERA NETWORKS
CTK

CTRL PUBLISHING

CTRLPUBLISHING SOFTWARE

CUBIC DIGITAL INTELLIGENCE INC

CUBIC SYSTEMS INC
CUCUSOFT, INC.

CULLIMORE AND RING TECHNOLOGIES

CULTURE AMP INC

CURRENTWARE
Customer Thermometer Ltd

CUSTOM WARE ASIA PACIFIC PTY LTD

CUTESOFT

CVALLEY
CVENT

CVXGEN LLC

CW PUBLICATIONS

CYAN SOFTWARE

CYBELE SOFTWARE
CYBER ACOUSTICS, LLC.

CYBER SQUARED INC.

CYBERANGEL SECURITY SOLUTIONS, INC.

CYBER-ARK SOFTWARE
CyberCity 3D, Inc.

CYBERDATA SYSTEMS

CYBEREASON INC

CYBERHAVEN INC

CYBERLINK

CYBERLOGIC

CYBERMATRIX CORPORATION INC

CYBERMETRICS
Cybernance Corporation

CYBERPATROL, LLC

CYBERPEAK SOLUTIONS LLC
CYBERREEF SOLUTIONS INC.

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AMENDMENT
Date: January 13, 2023
AMENDMENT NO. 7
CONTRACT TITLE: Technology Products, Services, Solutions, and Related Products and Services

CONTRACTOR
Insight Public Sector, Inc.
6820 South Harl Avenue
Tempe, AZ 85283
SUPPLIER CODE CONTRACT NO.
1000000125 4400006644
By mutual agreement, Contract 4400006644 is extended for six (6) months at existing prices, terms and conditions, effective May 1, 2023 through October 31, 2023.

Provide a current Certification of Insurance (COI) in Accordance with the CONTRACT INSURANCE PROVISIONS within ten (10) days after receipt of the executed amendment.

ACCEPTANCE:

GOB jGGz'�Giyt�GL
aaa
BY: Scott Friedlander (Jan 7, 2.023 tor: EST)
SVP Insight Public Sector
(Signature) (Title)
Scott Friedlander
----DocuSigned by:

Jan 9, 2023
(Printed) (Date)
4 GJCnn �2
C230D7C2CC004C5...

Lee Ann Pender
Director/County Purchasing Agent
DISTRIBUTION:

Finance — Accounts Payable/e
DIT — Tanesha Sherrod/e
DIT — Michelle Breckenridge/e
Omnia — amy.smith(cr�omniabartners.com
Contractor — robert.crigler c(�insicht.com
Erica.falchetti(ct�lnsight.com
SLEDContracts(c�insight.com
Contract Specialist III — Yong Kim
ACS Team 1 — Chan Park
DS
Department of Procurement & Material Management
12000 Government Center Parkway, Suite 427
Fairfax, VA 22035-0013
Website: www.farfaxcount . >ov/ rocurement
Phone (703) 324-3201, TTY: 711, Fax: (703) 324-3228
Exhibit 3 410

DocuSign Envelope ID: 6E077626-11 DF-42F9-81 A6-A22319EC9256 n
Final Audit Report
ent 7
2023-01-09
Created:

By:

Status:

Transaction ID:
2023-01-09
Erica Falchetti ([email protected])
Signed
CBJCHBCAABAACyMQ8cawXo3SF Bt71V2u DOgoZzBU noFL
"Amendment 7" History
fl Document created by Erica Falchetti ([email protected]) 2023-01-09 - 3:09:26 PM GMT- IP address: 198.187.200.254 Document emailed to [email protected] for signature 2023-01-09 - 3:12:13 PM GMT
Email viewed by [email protected]
2023-01-09 - 3:12:28 PM GMT- IP address: 72.83157.213
CA Signer [email protected] entered name at signing as Scott Friedlander 2023-01-09 - 3:13:43 PM GMT- IP address: 72.83.157.213
Document e -signed by Scott Friedlander ([email protected]) Signature Date: 2023-01-09 - 3:13:45 PM GMT - Time Source: server- IP address: 72.83.157.213 Agreement completed.
2023-01-09 - 3:13:45 PM GMT
Adobe Acrobat Sign
Exhi. i 411

DocuSign Envelope ID: 9716A2A9-EE30-471 F-A57D-9A3FE8006CD1 / 44,.
74} J
County of Fairfax, Virginia
Date:3/24/2022
AMENDMENT NO. 6
CONTRACT TITLE: Technology Products, Services, Solutions, and Related Products and Services

CONTRACTOR
Insight Public Sector, Inc.
6820 South Hari Avenue
Tempe, AZ 85283
SUPPLIER CODE CONTRACT NO.
1000000125 4400006644
By mutual agreement, Contract 4400006644 is hereby amended as follows:

1. Effective immediately to add the Federal Grant Terms and conditions attached hereto as Attachment A. Federal funds may be expended under this contract; therefore, the Contractor agrees to the attached federal grant terms and conditions (Attachment A) without exception.

2. Price increase of 7.5% for the Labor Category listed in the attached Pricing Summary effective May 1, 2022.

Provide a current Certification of Insurance (COI) in accordance with Special Provisions, paragraph 17, INSURANCE within ten (10) days after receipt of the executed amendment.

All other terms and conditions remain the same.

ACCEPTANCE:

Gat -ieeavidet aaaaaa
BY: Scot( Friedlander Mai- 23, 202.2 L59 CDT)
(Signature)
Scott Friedlander
r—DocuSigned by:

President
(Title)
3/23/2022
(Printed) (Date)
SilDukt Pit,V'Saln,
FOR Lee Ann Pender
Acting Director/County Purchasing Agent
DISTRIBUTION:

Finance — Accounts Payable/e
DIT — Tanesha Sherrod/e
DIT — Michelle Breckenridge/e
DIT — Michael Dente
Omnia — deborah.bushnell(c�omniapartners.com
Contractor — robert.crigler(a�insight.com
Erica.falchetti(&lnsight.com
SLEDContracts(a�insight.com
Contract Specialist II — Yong Kim
ACS Team 1
DS
Department of Procurement & Material Management
12000 Government Center Parkway, Suite 427
Fairfax, VA 22035-0013
Website: www.fairfaxcounty.gov/procurement/
Phone 703-324-3201, TTY:711, Fax: 703-324-3228
Exhibit 3 412

DocuSign Envelope ID: 9716A2A9-EE30-471 F-A57D-9A3FE8006CD1 Amendment 6
4400006644

Attachment A
(Federal Contract Terms and Conditions)
A. Nondiscrimination — In performing this contract, CONTRACTOR will not exclude a person from participating in, deny them a benefit of, or discriminate against them because of race, color, religion, national origin, sex, disability, or age. See 42 U.S.C.A. § 2000d et seq.; 42 U.S.C.A. § 3601 et seq.; 42 U.S.C.A. § 6101 et seq.; 29 U.S.C.A § 794; 42 U.S.C.A § 12132; and 49 U.S.C.A. § 5332. The CONTRACTOR also agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, national origin, sex, disability or age. See 29 U.S.C.A. § 623; 42 U.S.C.A. § 12101. In addition, the CONTRACTOR agrees to comply with applicable Federal implementing regulations regarding the subject matter of this clause.

B. Recycled Products - CONTRACTOR must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

C. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended —CONTRACTOR agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations of these standards by the CONTRACTOR must be reported to the U.S. Department of the Treasury and the Regional Office of the Environmental Protection Agency (EPA).

D. Debarment and Suspension. CONTRACTOR certifies, by execution of Attachment B, that neither it nor any of its principals are presently debarred, suspended, proposed for disbarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.

E. Byrd Anti -Lobbying Amendment. CONTRACTOR certifies by execution of Attachment C that it adheres to the federal restrictions on lobbying using federal funds.

F. Termination for Convenience. This Contract may be terminated in whole or in part by the County in accordance with this clause whenever the Purchasing Agent determines that such a termination is in the best interest of the County. Any such termination will be effected by delivery to the Contractor of a Notice of Termination specifying the extent to which performance is terminated and the date upon which termination becomes effective. An equitable adjustment in the contract price, as determined by the Purchasing Agent, will be made for completed service, but no amount will be allowed for anticipated profit on unperformed services.

G. Termination for Cause

1. If, through any cause, the Contractor fails to fulfill in a timely and proper manner its obligations under this contract, or if the Contractor violates any of the covenants, agreements, or stipulations of this contract, the County has the right to terminate the contract. Any such termination will be affected by delivery to the Contractor of a Notice of Termination specifying the extent to which performance shall be terminated and the date upon which termination becomes effective. In such event all finished or unfinished documents, data, studies, surveys, drawings, maps, models, and reports prepared by the Contractor under the contract shall, at the option of the County, become its property and the Contractor shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents. (Approved by the Office of the County Attorney January 4, 2022) Exhibit 3 413

DocuSign Envelope ID: 9716A2A9-EE30-471 F-A57D-9A3FE8006CD1 Amendment 6
4400006644

Attachment A
(Federal Contract Terms and Conditions)

2. Termination of the Contract for Cause does not relieve the Contractor of liability to the County for damages sustained by the County by virtue of any breach of contract by the Contractor for the purpose of set off until such time as the exact amount of damages due to the County from the Contractor is determined.

H. Prohibition on certain telecommunications and video surveillance services or equipment.

CONTRACTOR certifies that equipment, services, or systems used in covered telecommunications equipment and provided to the COUNTY is not produced by Huawei Technologies Company, ZTE Corporation, Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities).

I. Equal Employment Opportunity - During the performance of this contract, CONTRACTOR agrees as follows:

1. CONTRACTOR will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin.

CONTRACTOR will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following:

Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.

2. CONTRACTOR will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.

3. CONTRACTOR will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant.

This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information.

4. CONTRACTOR will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

5. CONTRACTOR will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

6. CONTRACTOR will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the (Approved by the Office of the County Attorney January 4, 2022) Exhibit 3 414

DocuSign Envelope ID: 9716A2A9-EE30-471 F-A57D-9A3FE8006CD1 Amendment 6
4400006644

Attachment A
(Federal Contract Terms and Conditions)
administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

7. In the event of the CONTRACTOR's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the CONTRACTOR may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

8. CONTRACTOR will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. CONTRACTOR will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:

Provided, however, that in the event a CONTRACTOR becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States.

J. Davis —Bacon Act, as amended (40 U.S.C. 3141-3148).

1. CONTRACTOR must comply with the Davis —Bacon Act (40 U.S.C. 3141-3144, and 3146- 3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction").

CONTRACTOR must pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor.

CONTRACTOR must pay wages not less than once a week. By executing this Contract, CONTRACTOR accepts the Department of Labor wage determination for this work.

2. CONTRACTOR must comply with the Copeland "Anti —Kickback" Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). CONTRACTOR is prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled.

K. Contract Work Hours and Safety Standards Act. CONTRACTOR agrees to comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act. Specifically, CONTRACTOR must compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. This clause does not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

L. Program Fraud, False or Fraudulent Statements, and Related Acts (Approved by the Office of the County Attorney January 4, 2022) Exhibit 3 415

DocuSign Envelope ID: 9716A2A9-EE30-471 F-A57D-9A3FE8006CD1 Amendment 6
4400006644

Attachment A
(Federal Contract Terms and Conditions)

1. CONTRACTOR acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et. seq. and all appropriate federal agency regulations apply to CONTRACTOR's actions pertaining to this Contract. Upon execution of this Contract, CONTRACTOR certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying CONTRACT. When submitting requests for payment under this Contract, the CONTRACTOR is deemed to certify or affirm the truthfulness and accuracy of any statement made in support of its request for payment. In addition to other penalties that may be applicable CONTRACTOR further acknowledges that if it makes, or caused to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor, to the extent the Federal Government deems appropriate. Finally, CONTRACTOR acknowledges that that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under this CONTRACT, the Federal Government reserves the right to impose the additional penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate.

2. The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to the provisions.

M. Interest of Members of Congress
No member of or delegates to the Congress of the United States shall be admitted to a share or part of this Contract or to any benefit arising there from.

N. Protections for Whistleblowers.

1. In accordance with 41 U.S.C. § 4712, Contractor may not discharge, demote, or otherwise discriminate against an employee as a reprisal for disclosing information to any of the list of persons or entities provided below that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal contract (including the competition for or negotiation of a contract) or grant.

2. The list of persons and entities referenced in the paragraph above includes the following:
a. A member of Congress or a representative of a committee of Congress. b. An Inspector General.
c. The Government Accountability Office.
d. A Treasury employee responsible for contract or grant oversight or management. e. An authorized official of the Department of Justice or other law enforcement agency. f. A court or grand jury; and/or
g. A management official or other employee of Contractor, contractor, or subcontractor who has the responsibility to investigate, discover, or address misconduct.

3. Contractor shall inform its employees in writing of the rights and remedies provided under this section, in the predominant native language of the workforce. (Approved by the Office of the County Attorney January 4, 2022) Exhibit 3 416

DocuSign Envelope ID: 9716A2A9-EE30-471 F-A57D-9A3FE8006CD1 Amendment 6
4400006644

Attachment B
(Debarment and Suspension)
In compliance with contracts and grants agreements applicable under the U.S. Federal Awards Program, the following certification is required by the Contractor entering into this Contract.

1. The Contractor certifies, to the best of its knowledge and belief:
a. that neither the Contractor nor its Principals are suspended, debarred, proposed for debarment, declared ineligible or voluntarily excluded for the award of Contracts from the United States federal government procurement or nonprocurement programs, or are listed in the List of Parties Excluded from Federal Procurement and Nonprocurement Programs issued by the General Services Administration;
b. that neither the Contractor nor its Principals have had within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; c. that neither the Contractor nor its Principals are presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and d. that neither the Contractor nor its Principals have within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or local) terminated for cause or default.

2. "Principals," for the purposes of this certification, means officers, directors, owners, partners, and persons having primary management or supervisory responsibilities within a business entity (e.g., general manager, plant manager, head of a subsidiary, division, or business segment, and similar positions).

3. The Contractor shall provide immediate written notice to the Fairfax County Purchasing Agent if, at any time during the period of this Contract, the Contractor learns that this certification was erroneous when submitted or has become erroneous by reason of changed circumstances. Additionally, where the Contractor is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

4. This certification is a material representation of fact upon which reliance will be placed when making the award. If it is later determined that the Contractor rendered an erroneous certification, in addition to other remedies available to Fairfax County government, the Fairfax County Purchasing Agent may terminate this Contract for default.

Printed Name of
Representative:

Signature/Date:

Company Name:

Address:

City/State/Zip:

DUNS No:

Scott Friedlander
GOl`t o f/e,e,wia(„et,
Scott Friedlander f (Mar 23,2022 11:59 CDT;
/ 3/23/2022
Insight Public Sector, Inc.
13755 Sunrise Valley Drive
Herndon, VA 20171
117326289
(Approved by the Office of the County Attorney January 4, 2022) Exhibit 3 417

DocuSign Envelope ID: 9716A2A9-EE30-471 F-A57D-9A3FE8006CD1 Signature/Date:

Company Name:

Address:

City/State/Zip:

DUNS No:

Amendment 6
4400006644

Attachment C
(Byrd Anti -Lobbying Certification)
31 U.S.C. 1352 et seq.

The undersigned certifies, to the best of his or her knowledge and belief, that:

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal Loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of and Federal contract, grant, loan, or cooperative agreement.

2. If any funds or than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form—LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 U.S.C. 1601, et.seq.)

3. The undersigned shall require that the language of this certification be included in the award documents for all contracts at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all Contractors shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. [Note: Pursuant to 31 U.S.C. § 1352(c)(1) -(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The CONTRACTOR, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the CONTRACTOR understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any.

Printed Name of
Representative: Scott Friedlander
3/23/2022
Triet)i,irder �.ry r 23; 203E 9 CDT)
Insight Public Sector, Inc.
13755 Sunrise Valley Drive
Herndon VA 20171
117326289
(Approved by the Office of the County Attorney January 4, 2022) Exhibit 3 418

DocuSign Envelope ID: 9716A2A9-EE30-471 F-A57D-9A3FE8006CD1 m
x
7- Amendment 6
4400006644

PRICING SUMMARY
Insight MSRP Market Tier
Contract Price Market Tier
Rates
Labor
Catecory
Functional
Roles
Tier 1
Tier 2
Tier 3
Tier 4
Discount
off MSRP
Tier 1
Tier 2
Tier 3
Tier 4
OLD
A
Business Analyst I,
Project Coordinator (Technical),
Service Technician
$57.60
$61.20
$78.00
$79.56
15%
$48 .96
$52.02
$66.30
$67.63
NEW
A
$61 .92
$65.79
$83 .85
$85.53
$52.63
$55 .92
$71.27
$72 .70
OLD
B
Business Analyst II,
Service Technician Sr.
$63 .60
$67.20
$74.40
$87 .36
15 %
$54.06
$57.12
$63 .24
$74.26
NEW
B
$68 .37
$72.24
$79 .98
$93.91
$58.11
$61 .40
$67.98
$79 .83
OLD
C
Supervisor Services, Project
Coordinator Sr. (Technical),
Business Sr.
$79.20
$80.40
$104 .40
$104 .52
15%
$67 .32
$68.34
$88.74
$88 .84
NEW
C
$85 .14
$86.43
$112.23
$112 .36
$72.37
$73 .47
$95.40
$95 .51
OLD
D
Engineer
$90.00
$91 .20
$112 .80
$118 .56
15%
$76 .50
$77.52
$95.88
$100 .78
NEW
D
$96 .75
$98.04
$121.26
$127 .45
$82.24
$83 .33
$103 .07
$108.33
OLD
E
Project Manager (Technical)
$108 .00
$108.00
$135 .60
$140 .40
15 %
$91 .80
$91.80
$115 .26
$119 .34
NEW
E
$116.10
$116 .10
$145.77
$150 .93
$98.69
$98 .69
$123 .90
$128.29
OLD
F
Consultant I
$150.00
$156 .00
$174.00
$202.80
20%
$120.00
$124 .80
$139.20
$162.24
NEW
F
$161 .25
$167.70
$187 .05
$218.01
$129.00
$134.16
$149.64
$174 .41
OLD
G
Engineer Sr.
$126.00
$127 .20
$157.20
$165.36
15 %
$107.10
$108 .12
$133.62
$140.56
NEW
G
$135.45
$136 .74
$168.99
$177 .76
$115 .13
$116 .23
$143 .64
$151.10
OLD
H
Project Manager Sr. (Technical),
Manaer Services
$144.00
$150 .00
$182.40
$195.00
15 %
$122.40
$127 .50
$155.04
$165.75
NEW
H
$154.80
$161 .25
$196.08
$209 .63
$131 .58
$137 .06
$166 .67
$178.18
OLD
I
Project Coo rdinator (Consulting),
Consultant II,
Consultant I (Contact Center)
$174 .00
$180.00
$198 .00
$234 .00
15%
$147 .90
$153 .00
$168 .30
$198 .90
NEW
I
$187.05
$193 .50
$212.85
$251 .55
$158 .99
$164 .48
$180 .92
$213.82
OLD
J
Consultant Sr. ,
Consultant II (Contact Center)
$198.00
$210.00
$234 .00
$273 .00
20%
$158 .40
$168.00
$187 .20
$218 .40
NEW
J
$212.82
$225.75
$251.55
$293.48
$170.28
$180.60
$201.24
$234.78
OLD
K
Project Coordinator Sr. (Consulting),
Sr. M anager Services
$198. 00
$201.60
$211 .20
$262 .08
15%
$168 .30
$171.36
$179 .52
$222 .77
NEW
K
$212.85
$216.72
$227.04
$281 .74
$180 .92
$184 .21
$192 .98
$239.48
OLD
L
Architect I,
M anager Programs,
Project Manager (Consulting)
$210. 00
$222.00
$246 .00
$288 .60
15 %
$178 .50
$188.70
$209 .10
$245 .31
NEW
L
$225.75
$238. 65
$264.45
$310 .25
$191 .89
$202 .85
$224 .78
$263.71
OLD
M
Architect II,
Project Manacer Sr. (Consulting)
$234.00
$246. 00
$270.00
$319.80
15 %
$198.90
$209 .10
$229.50
$271.83
NEW
M
$251.55
$264. 45
$290.25
$343.79
$213.82
$224 .78
$246 .71
$292.22
OLD
N
Architect Sr.,
Architect I (Contact Center)
$258.00
$270. 00
$300.00
$351.00
15 %
$219.30
$229 .50
$255.00
$298.35
NEW
N
$277.35
$290. 25
$322.50
$377.33
$235.75
$246 .71
$274 .13
$320 .73
OLD
O
Architect II (Contact Center)
$300. 00
$300.00
$300. 00
$300.00
15 %
$255 .00
$255 .00
$255.00
$255 .00
NEW
O
$322.50
$322. 50
$322.50
$322.50
$274.13
$274 .13
$274.13
$274.13
OLD
P
Sr. Architect (Contact Center)
$330. 00
$330.00
$330. 00
$330.00
15%
$280 .50
$280.50
$280 .50
$280 .50
NEW
P
$354. 75
$354.75
$354. 75
$354. 75
$301 .54
$301.54
$301.54
$301.54
OLD
Q
Specialty
$370.50
$390.00
$432.90
$507.00
15%
$314.93
$331.50
$367.97
$430.95
NEW
Q
$398. 29
$419.25
$465. 37
$545.03
$338.54
$356.36
$395.56
$463 .27

DocuSign Envelope ID: 9716A2A9-EE30-471 F-A57D-9A3FE8006CD1 n
Final Audit Report
ent
2022-03-23
Created: 2022-03-23
By: AMANDA LUEDY ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAQN7IF72oxx1DyCnFHF8g3ioFKx5ICIb5 "Amendment 6" History
Document created by AMANDA LUEDY ([email protected]) 2022-03-23 - 4:52:47 PM GMT- IP address: 13.56.67.253
Document emailed to Scott Friedlander ([email protected]) for signature 2022-03-23 - 4:53:26 PM GMT
'i Email viewed by Scott Friedlander ([email protected]) 2022-03-23 - 4:53:41 PM GMT- IP address: 174.197.7.192
Document e -signed by Scott Friedlander ([email protected]) Signature Date: 2022-03-23 - 4:59:49 PM GMT - Time Source: server- IP address: 75.104.69.96 Agreement completed.
2022-03-23 - 4:59:49 PM GMT
Adobe Sign
Exhi 13
420

DocuSign Envelope ID: A3E491 E5-86BE-44DE-AC9C-EB6D343E41 D7 Date: 1/15/2021
County of Fairfax, Virginia
AMENDMENT NO. 5
CONTRACT TITLE: Technology Products, Services, Solutions, and Related Products and Services

CONTRACTOR
Insight Public Sector, Inc.
6820 South Harl Avenue
Tempe, AZ 85283
SUPPLIER CODE CONTRACT NO.
1000000125 4400006644
By mutual agreement, Contract 4400006644 is amended to renew for two (2) years at existing prices, terms and conditions, effective May 1, 2021 through April 30, 2023.

Please provide a current Certification of Insurance (COI) in Accordance with the CONTRACT INSURANCE PROVISIONS within ten (10) days after receipt of the executed amendment. (Printed)
,-DocuSigned by:

FT'in R7R')FfnrlAAS
Cathy A. Muse, CPPO
Director/County Purchasing Agent
for
DISTRIBUTION:

Finance — Accounts Payable/e
DIT — Tanesha Sherrod/e
DIT — Michelle Breckenridge/e
Omnia — deborah.bushneIk omniapartners.com
SVP Connected Workforce IEI
(Title)
(Date)
Contract Specialist Supervisor- Jamie Pun
ACS Team 1 — Cynthia Parker
Contractor — [email protected]
[email protected]
Department of Procurement & Material Management
12000 Government Center Parkway, Suite 427
Fairfax, VA 22035-0013
Website: www.fairfaxcounty.gov/procurement
Phone (703) 324-3201, TTY: 711, Fax: (703) 324-3228
Exhibit 3
421

Exhibit 3
Date: EP 1 4 2018
County of Fairfax, Virginia
AMENDMENT NO. 4
CONTRACT TITLE: Technology Products, Services, Solutions, and Related Products and Services •

CONTRACTOR
Insight Public Sector, Inc.
6820 South Hari Avenue
Tempe, AZ 85283
SUPPLIER CODE CONTRACT NO.
1000000125 4400006644
By mutual agreement, Contract 4400006644 is amended to add a new Cisco product Tine, "Cisco Market"', to the pricing structure, as follows:

Cisco Product Line
Hardware/Software
Cisco
Discount off MSRP
(Government)
10%
Discount off MSRP
(Education)
36%
Learning Credits
Cisco Technical and Maintenance
Services (SKU based)
Cisco / Insight Advanced f
Technical Services (SOW based)
SMARTnet
0%u
8%
0%©
Incumbent
16%
Non-
Incumbent
0/0
0%
All
28%
Cisco Market includes products such as Cloud Analytics, Cloud Applications, Automated Infrastructure, Cloud Security, and Collaboration Tools.

All other terms and conditions remain the same.

Cathy A. Mijse, CPPO
Director/County Purchasing Agent
DISTRIBUTION:

Finance — Accounts Payable/e Contract Specialist — L. Robinson DIT — Melanie Quinn/e ACS Team 1 — J, Waysome-Tomlin
U. S. Communities —Scott Wilson swilson(c�uscommunites.orq Department of Procurement & Material Management
12000 Government Center Parkway, Suite 427
Fairfax, VA 22035-0013
Website: www.fairfaxcounty.gov/procurement
Phone (703) 324-32.01, TTY: 711, Fax: (703) 3243228
422

County of Fairfax, Virginia

AMENDMENT
Date: J U L 2 3 2018
AMENDMENT NO. 3
CONTRACT TITLE: Technology Products, Services, Solutions, and Related Products and Services
CONTRACTOR SUPPLIER CODE CONTRACT NO.

Insight Public Sector, Inc. 1000000125 4400006644
6820 South Hari Avenue
Tempe, AZ 85283
Contract 4400006644 is renewed for two (2) years, effective May 1, 2019 through April 30, 2021.

All other terms and conditions remain the same.

ACCEPTANCE:

BY:

Megan Amdahl
(Printed)
Gse, CPPO
unty Purchasing Agent
Cathy A.

Director/C
SVP - Operations
(Title)
July 5, 2018
(Date)
DISTRIBUTION:

Finance — Accounts Payable/e Contract Specialist — L. Robinson DIT — Melanie Quinn/e ACS Team 1 — J. Waysome-Tomlin
U. S. Communities —Scott Wilson swilson uscommunities.orq Department of Procurement & Material Management
12000 Government Center Parkway, Suite 427
Fairfax, VA 22035-0013
Website: www.fairfaxcounty.eov/procurement
Phone (703) 324-3201, TTY: 711, Fax: (703) 3243228
Exhibit 3
423

Date: FEB - 5 2018
County of Fairfax, Virginia
AMENDMENT NO. 2
CONTRACT TITLE: Technology Products, Services, Solutions, and Related Products and Services

CONTRACTOR
Insight Public Sector, Inc.
6820 South Harl Avenue
Tempe, AZ 85283
SUPPLIER CODE CONTRACT NO.
1000000125 4400006644
Contract 4400006644 is amended to incorporate the attached sample Master Equipment Lease Agreement (MELA) and the Notice of Acknowledgement of Assignment (NOAA).

All other terms, and conditions remain the same.
1144Ait-L-
Cathy A. Mud, CPPO
Director/County Purchasing Agent

DISTRIBUTION
Finance — Accounts Payable/e
DIT — Melanie Quinn/e
U. S. Communities — Scott Wilson/e
`swilson @ uscommunities.orq)
Contractor — Erica Falchetti
(Erica.falchetti @insight.com)
Contract Specialist — L. Robinson
ACS, Team 1 — J. Waysome-Tomlin
Department of Procurement & Material Management
12000 Government Center Parkway, Suite 427
Fairfax, VA 22035-0013
Website: www.fairfaxcounty.gov/dpmm
Phone (703) 324-3201, TTY: 711, Fax: (703) 324-3228
Exhibit 3 424

Master Equipment Lease Agreement
BETWEEN:
("Lessor")
Insight Public Sector, Inc.
6820 South Harl Ave
Tempe, AZ 85283
BETWEEN:
("Lesser")
Insight Public Sector, Inc.

S$2O South Harl Ave
Tempe, AZ $52$3
DATED:

December , 2016

ARTICLE I

1.01 Definitions. The following terms will have the meanings indicated below unless the context clearly requires otherwise:
"Agent" means any agent for the Registered Owners, if any, to which all or a portion of Lessor's right, title and interest in, to and under a Property Schedule and the Property under such Property Schedule may be assigned for the benefit of the Registered Owners of Lease Participation Certificates in such Property Schedule.
"Agreement" means this Master Equipment Lease Agreement, including all exhibits and schedules attached hereto. "Appraisal Procedure" shall mean the following procedure for obtaining an appraisal of the Fair Market Value. Lessor shall provide Lessee with an appraisal amount based upon the assumptions specified in the definition of Fair Market Value that will be determined by anaippraiser of Lessor's choosing.
"Appraiser" shall mean a person engaged in the business of appraising pr al r fls at least tart (10) years' experience in appraising property similar to the Property.
"Commencement Date" is the date when the term of a Property S shall be set forth in the Property Schedule.
"Event of Non -appropriation" is defined in Section 6.05. "Event of Default" is defined in Section 13.01.
bligation to pay rent thereunder commences, which date
"Fair Market Value" or "FMV" shall mean the value of each Item of Property for use, unless otherwise specified herein as determined between Lessor and Lessee, or, if Lessor and Lessee are unable to agree, pursuant to the Appraisal Procedure, which would be obtained in an arms -length transaction between an informed and willing saner (under no compulsion to sell) and:an informed and willing buyer (under no compulsion to purchase).

In determining the Fair Market Value of the Preperty,str0tt Fair Market Value shaft I calculated on the assumption that the Property is in the condition and repair required by Section 11.03 hereof.
"Governmental Authority" shall mean any foreign, Federal, state, county, municipal or other governmental authority, agency, board or court. "Lease Participation Certificates" means certificates evidencing a right to receive a share of Rental Payments payable under a Property Schedule and Purchase Price Payments payable under a Property Schedule and any other rights set forth herein with respect to the Property under said Property Schedule.
"Lease Term" means, with respect to a Property Schedule, the Original Term and all Renewal Terms. The Lease Term for each Property Schedule executed hereunder shall be set forth in such Property Schedule, as provided in Section 4.02. "Lessee" means the entity identified as such in the first paragraph hereof, and its permitted successors and assigns. "Less ot' means the entity identified as such in the first paragraph hereof, and its successors and assigns. "Original' "t F , wlth respect to a Property Schedule, the period from the Commencement Date until the end of the budget year of Lessee in effect at the
"Property" means, collectively, the property leased pursuant to this Agreement, and with respect to each Property Schedule, the property described in such Property Schedule, and a replacements, repairs, restorations, modifications and improvements thereof or thereto made pursuant to Section

8.01 or Article IX.
"Property Schedule" means a Property Schedule in the form attached hereto for Property Schedule 1. Subsequent Property Schedules pursuant to this Agreement shall be numbered consecutively, beginning with Property Schedule 2. "Purchase Agreement" shall mean any purchase agreement or other contract entered into between the Supplier and Lessee for the acquisition of the Property to be leased hereunder. For the purposes of this Master Agreement, this contract shall be Fairfax County Contract #4400006644 unless otherwise agreed to in an individual Property Schedule. "Purchasing Agent" means the county representative employed by the Board of Supervisors of Fairfax County, Virginia. The Purchasing Agent has the sole responsibility and authority for negotiating, placing, and when necessary modifying every solicitation, contract, and purchase order issued by the County of Fairfax.

Exhibit 3 425

"Registered Owners" means the registered owners of Lease Participation Certificates in a Property Schedule as shown on the registration books maintained by the Agent.
"Renewal Terms" means the yearly appropriation of payments for a Property Schedule, each having a duration of one year and a term coextensive with Lessee's budget year and Purchase Agreement.
"Rental Payments" means the rental payments payable by Lessee under Article VI of this Agreement and each Property Schedule, as set forth in each Property Schedule.
"Rental Payment Dates" means the Rental Payment Dates for the Rental Payments as set forth in each Property Schedule. "State" means the state in which Lessee is situated.
"Supplier" means the manufacturer or contractor of the Property as well as the agents or dealers of the manufactu any portion of the Property is being acquired for lease hereunder.

ARTICLE II

2.01 Property Schedules Separate Leases. Each Property Schedule executed and delivered under this Agreement shall be treated as a separate lease, distinct from other Property Schedules. Without limiting the foregoing, upon the occurrence of art Event of Default or an Event of Non - appropriation with respect to a Property Schedule, Lessor shall have the rights and remedies specified herein with respect to the Property leased and the Rental Payments payable under such Property Schedule, and except as expressly provided in Section 12.02 below, Lessor shall have no rights or remedies with respect to Property leased or Rental Payments payable under any other Property Schedules unless an Event of Defauttor Event of Non -appropriation has also occurred under such other Property Schedules, unless otherwise permitted by applicable law. or contractor from whom all or

ARTICLE III

3.01 Covenants of Lessee. As of the Commencement Date for each Property Schedule executed and delivered hereunder, Lessee shall be deemed to represent, covenant and warrant for the benefit of Lessor, any Agent, and any Registered Owners, as follows; (a) Lessee is a public body corporate and politic duly organize and authority to enter into this Agreement and the Propel its obligations thereunder.
(b)
nder the cr titution and laws of the State with full power transactions Contemplated thereby and to perform all of Lessee will do or cause to be done all things necessary to pre e and.iceep in full force and effect its existence as a body corporate and politic. To the extent Lessee should merge with another er tnder the laws of the State, Lessee agrees that as a condition to such merger it will require that the remaining or resulting entity shalt -be -assigned Lessee's rights and shall assume Lessee's obligations hereunder.
(c) Lessee has been duly authorized to execute and deliver this Agreement at '',the Property Schedule by proper action by its governing body, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and the Property Schedule, and Lessee has complied with such public bidding requirements as may be applies -to this Agreement and the Property Schedule and the leasing by Lessee of the Property thereunder. (d) During the Lease Term for the Property Sc tedufe,the Property thereunder will perform and will be used by Lessee only for the purpose of performing essential governmental uses and pub c functions within the permissible scope of Lessee's authority. (e) Lessee will provide Lessor with current financial statements, budgets and proof of appropriation for the ensuing budget year and other financial information relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information as may, be requested by Lessor. Proof of appropriation shall be based on the Fairfax County Purchasing Resolution.

The execution, delivery and performance of this Agreement and the Property Schedule and compliance with the provisions hereof and thereof by Lessee does not conftict with or result in a violation or breach or constitute a default under, any resolution, bond, agreement, indenture, mortgage, note, lease or other instrument to which Lessee is a party or by which it is bound by any law or any rule, regulation, order or decree of any court, governmental agency or body having jurisdiction over Lessee or any of its activities or properties resulting in thecreation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or assets of Lessee or to which it is subject.
(f)
(9)

ARTICLE IV

4.01 � .flri the Commencement Date of each Property Schedule executed hereunder, Lessor will be deemed to demise, lease and let to Lermegt„ it U ssee M be deemed to rent, lease and hire from Lessor, the Property described in such Property Schedule, in accordance with this Agreement and such Property Schedule, for the Lease Term set forth in such Property Schedule.

4.02 Lease Tegh. The term of each Property Schedule shall commence on the Commencement Date set forth therein and shall terminate upon payment of the final Pl ntaf Payment and conclusion of the final Rental Payment period set forth in such Property Schedule, unless terminated sooner pursuant to this Agreement or the Property Schedule.

4.03 Delivery, Installation and Acceptance of Property. Lessee shall order the Property, shall cause the Property to be delivered and installed at the locations specified in the applicable Property Schedule and shall pay all taxes, delivery costs and installation costs, if any, in connection therewith.

Any taxes, including but not limited to sales and property taxes, associated with the ownership of the Property, shall be included within the payment amounts of each Property Schedule. If the tax rates increase during the term of a given Property Schedule, Lessee will be notified of said increase and make the determination if funding has been appropriated. To the extent funds are deposited under an escrow agreement or trust agreement for the acquisition of the Property, such funds shall be disbursed as provided therein. When the Property described in such Property Schedule is delivered, installed and accepted as to Lessee's specifications, Lessee shall immediately accept the Property and evidence said acceptance by executing and delivering to Lessor the Acceptance Certificate substantially in the form attached to the Property Schedule. Lessee has selected and ordered the Property from the Supplier and, if appropriate, has entered into a Purchase Agreement with respect thereto. Lessor may accept an assignment from Lessee of Lessee's rights, but none of Lessee's obligations, under any such Purchase Agreement. The parties acknowledged that Fairfax County is a political subdivision of the Commonwealth of Virginia and is exempt from many tax obligations. In no event shall any Property Schedule reflect Exhibit 3 426

payments for taxes that are not properly owed by Fairfax County.

ARTICLE V

5.01 Eniovment of Property. Lessee shall during the Lease Term peaceably and quietly have, hold and enjoy the Property, without suit, trouble or hindrance from Lessor, except as expressly set forth in this Agreement. No Registered Owner shall interfere with such quiet use and enjoyment during the Lease Term so long as Lessee is not in default under the subject Property Schedule.

5.02 Location; Inspection. The Property will be initially located or based at the location specified in the applicable Property Schedule. Lessor shall have the right at all reasonable times during business hours to enter into and upon the property of Lessee for the purpose of inspecting the Property with ten (10) business days notice to Lessee.

ARTICLE VI

6.01 Rental Payments to Constitute a Current Expense of Lessee. Lessor and Lessee understand and intend that the obligation of Lessee to pay Rental Payments hereunder shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional, statutory or charter limitation or requirement concerning the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the faith and credit or taxing power of Lessee. Upon at appropriation of Rental Payments for a fiscal year, the Rental Payments for said fiscal year, and only the Rental Payments for said current fiscal ye ;, shall be a bin c g obligation of Lessee; provided that such obligation shall not include a pledge of the taxing power of Lessee.

6.02 Payment of Rental Payments. Lessee shall promptly pay Rental Payments under each Property Schedule, exclusively from legally available funds, in lawful money of the United States of America, to Lessor in such amounts and on such dates as deserted in the applicableProperty Schedule, at Lessor's address set forth on the first page of this Agreement, unless Lessor instructs Lessee otherwise. Atf nvoices shai contain the contract number and the applicable payment amounts clue. To the extent permitted by applicable law, Lessee shall pay &tssor a Marge on any delinquent Rental Payments under a Property Schedule, in an amount sufficient to cover.a additional costs and expenses grad by Lessor and Agent from such delinquent Rental Payment. In addition, Lessee shall pay a late charge five cents per dollar or the highest 'fount permitted by applicable law, whichever is lower, on all delinquent Rental Payments that are more than 10 days past due.

6.03 Rental Payments to be Unconditional. SUBJECT TO SECTION,._

INSTRUCTIONS TO BIDDERS, THE OBLIGATIONS OF LESSEE TO PAY

AND TO PERFORM AND OBSERVE THE OTHER COVENANTS AND AGREE UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT, DI Cy ii ION, DED INCLUDING WITHOUT LIMITATION, ANY DEFECTS, MALFUNCTIONS t3REAKD a' NS OR INFIRfti ' 'fE'S IN THE PROPERTY OR ANY ACCIDENT, CONDEMNATION OR UNFORESEEN CIRCUMSTANCES. 11,11SPROVI8tibN SHALL NOT *IT LESSEE'S RIGHTS OR ACTIONS AGAINST ANY VENDOR AS PROVIDED IN SECTION 10.02.

PARA #1 48 OF THE GENERAL CONDITIONS AND

AYMENTSIVE UNDER PROPERTY SCHEDULES
CONTA40 HEREIN. SHALL BE ABSOLUTE AND
ION, SET Of* DR DEFENSE, FOR ANY REASON,

6.04 Continuation of Lease by Lessee. Lessee intends tit continue all PropertySenedules entered into pursuant to this Agreement and to pay the Rental Payments thereunder. Lessee reasonably believes that legally available funds in an amount sufficient to make all Rental Payments during the term of all Property Schedules can be obtained. Lessee agrees that try; Rental Payment due under the Property Schedules have been budgeted based on the Fairfax County Purchasing Resolution. Notwithstanding this Covenant, if Lessee fails to appropriate the Rental Payments for a Property Schedule pursuant to Section 6.05, such Property Schedule shall terminate

6.05 Non -Appropriation. If sufficient funds are not appropriated to make Rental Payments required under a Property Schedule, such Property Schedule shall terminate and Lessee shall not be obligated to make Rental Payments under saki Property Schedule beyond the then current fiscal year for which funds have been appropriated. Upon the occurr ofsuch non -appropriation (an "Event of Non -appropriation") Lessee shall, no later than the end of the fiscal year for which Rental Payments have been appropriated, deinstall and package the Property under said Property Schedule and make available to Lessor so that they may pick up said. Property. If Lessee fails to deinstall, package, and make the Property available to Lessor upon termination of said Property Schedule by reason of an Event of Non -appropriation, the termination shall nevertheless be effective but Lessee shall be responsible for the payment of damages in an amount equal to the portion of Rental Payments thereafter coming due that is attributable to the number of days after the termination during which the Lesseefalls to make said Equipment available to Lessor and for any other loss suffered by Lessor as a result of Lessee's failure to make said Equipment wettable to Lessor as required. Lessee shall notify Lessor in writing within fifteen (15) days after the failure of the Lessee to appropriate funds sufficient for the payment of the Rental Payments, but failure to provide such notice shall not operate to extend the Lease Term or result in any liability to Lessee.

ARTICLE VII

7.01 Title to and Location of Property: Title to each item of Property leased hereunder shall remain with the Lessor at all times and Lessee shall have ne right, title or interest therein except as expressly set forth in this Lease. Lessee, at its expense, will protect and defend Lessor's title to the Property and will keep,the Property free and clear from any and all claims, liens, encumbrances and legal processes of Lessee's creditors and other persons. Ail of" Shall at all tunes be and remain personal property notwithstanding that any such Property may now or hereafter be affixed to realty.

The Property shall be delivered to the location specified in the Schedule with respect thereto and shall not thereafter be moved from such location without the prior written consent o€Lessor. Without limitation of the foregoing, Lessee shall not permit the Property or any part thereof to be removed outside the United Slates Lessor agrees to affix to each item of Property, in a reasonably prominent place, such indicia of Lessor's ownership if requested and supplied by;Lessor. Lessee will not alter, deface, cover or remove such ownership identification.

7.02. Tax Benefits: Lessee acknowledges that unless otherwise agreed by Lessor, Lessor intends to claim all available tax benefits of ownership with respect to the Property (the "Tax Benefits"). Notwithstanding anything herein to the contrary, if Lessor shall not be entitled to, or shall be subject to recapture of, the Tax Benefits, as a result of any act, omission or misrepresentation of Lessee, Lessee shall pay to Lessor upon demand an amount or amounts sufficient to reimburse Lessor for such loss, together with any related interest and penalties to the extent permitted by applicable law, based on the highest marginal corporate income tax rate prevailing during the Lease Term, regardless of whether Lessor or any member of a consolidated group of which Lessor is also a member is then subject to any increase in tax as a Lease Term, regardless

7.03 Personal Property. The Property is and will remain personal property and will not be deemed to be affixed to or a part of the real estate on which it may be situated, notwithstanding that the Property or any part thereof may be or hereafter become in any manner physically affixed or attached to real estate or any building thereon. If requested by Lessor, Lessee will, at Lessee's expense, furnish a waiver of any interest in the Property from any party having an interest in any such real estate or building.

Exhibit 3 427

7.04 Financing, Security Interest:
(a) In the event that this Lease is deemed to constitute a secured transaction disguised as a lease, Lessee grants to Lessor a first priority security interest in the Property and any additions (excluding any software, memory and any other such items purchased separately from the leased equipment), attachments, upgrades, accessions, repairs, modifications, replacements thereto and proceeds thereof, including insurance proceeds, to secure Lessee's payment of the Rental Payments and all other payment obligations when due, and Lessee's performance of all of the terms and conditions of this Lease. (b) If under applicable law any part of the Rental Payments are deemed or determined to be imputed interest, finance charges or time -price differential ("Interest"), the parties agree that the Rental Payments shall be deemed to be level payments of principal and Interest, with such Interest accruing on principal amounts outstanding from time to time. The rate of such Interest is not intended to exceed the maximum amount of interest permitted by applicable law. If the Interest exceeds such maximum, then at Lessor's option, if permitted by law, the Interest payable will be reduced to the legally permitted maximum amount of interest, and any excessive Interest will be used to reduce the principal amount of Lessee's obligation or refunded.

7.05 Lessee's Waivers. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE WAIVES ANY RIGHTS NOW OR HEREAFTER

CONFERRED BY STATUTE OR OTHERWISE TO RECOVER INCIDENTAL OR CONSEQUENTIAL DAMAGES FROM LESSOR FOR ANY BREACH

OF WARRANTY OR FOR ANY OTHER REASON OR TO SETOFF OR DEDUCT ALL OR ANY PART OF ANY CLAIMED DAMAGES RESULTING FROM LESSOR'S DEFAULT, IF ANY, UNDER THIS LEASE PROVIDED, HOWEVER, THAT NO SUCf° 'WAIVER SHALL PRECLUDE LESSEE

FROM ASSERTING ANY SUCH CLAIM AGAINST LESSOR IN A SEPARATE CAUSE OF ACTION INCLUDING, WITHOUT LIMITATION, ANY CLAIM ARISING AS A RESULT OF LESSOR'S BREACH OF SECTION 5.01 HEREOF.

ARTICLE VIII

8.01 Maintenance of Property by Lessee. Lessee shall keep and maintain the Property in good condition and working der and in compliance with the manufacturer's specifications, shall use, operate and maintain the Property in conformity with all laws and regulations oonterning the Property's ownership, possession, use and maintenance, and shall keep the Property free and cleat,, all liens and claims, other than; those created by this Agreement. Lessee shall have sole responsibility to maintain and repair the Property. Shouk L see fail to maintain, preserve and keep the Property in good repair and working order and in accordance with manufacturer's specifications, and if req ted by Lessor, Lessee will'enter into maintenance contracts for the Property in form approved by Lessor and with approved providers.

8.02 Liens, Taxes, Other Governmental Charges and Utility_ charges. Lessee shall keite-Ile Property free of all levies, liens and encumbrances, except for the interest of Lessor under this Agreement. The Lessee's Rental Payments shall r,ciuda all applicable taxes. To the extent permitted by applicable law, Lessee shall indemnify and hold Lessor harmless from and against (on art. -tax basis) any and all taxes, fees, withholdings, levies, imposts, duties, assessments and charges of any kind and nature arising out of or related to this Agreement imposed upon or against Lessor, any assignee of Lessor, Lessee or any Property by any Governmental Authority with respect to any Property or the manufacturing, ordering, sale, purchase, shipment, delivery, acceptance or rejection, ownership, titling, registration, leasing, subleasing, possession, use, operation, removal, return or other dispossession thereof or upon the rents,' receipts or earnings arising therefrom or upon or with respect to this Agreement, excepting only all Federal, state and local taxes on or measured by Lessor's net income (other than income tax resulting from making any alterations, improvements, modifications, additions, upgrades, attachments, replacen'rents or substitutions' by Lessee).

8.03 Insurance. At its own expense, Lessee shall maintain (a) casually insurance insuring the Property against loss or damage by fire and all other risks covered by the standard extendecretwerage endorsemerTT then in u e inthe State and any other risks reasonably required by Lessor in an amount equal to at least the replacement value othe Property, and (4) liability insurance that protects Lessor from liability in all events in an amount reasonably acceptable to Lessor, and (c) worker'scompensatkn insurance covering` all employees working on, in, near or about the Property; provided that Lessee may self -insure against all such risks. All insurance pr* eds from casualty losses shall be payable as hereinafter provided in this Agreement. Lessee shall furnish to Lessor, on or beftkre the Co.mmenoernent Date for each Property Schedule, and thereafter at Lessor's request, certificates evidencing such coverage, or, if Lessee self ures, a written description of its self-insurance program together with a certification from

8.04 Lessee's risk manager or ins a agent or consultant to the effect that Lessee's self-insurance program provides adequate coverage against the risks listed above, subject to the I of Lessor.

Advances. Lessee agrees tt tl equipment covered by insurance during the lease term. In the event Lessee shall fail to either maintain the insurance required by this Agree the Property in good repair and working order, Lessor may, but shall be under no obligation to, purchase the required insurance and pay` 'ie costafoe premiums thereof or maintain and repair the Property and pay the cost thereof. All amounts so advanced by Lessor shall constitute ,additional rent fo the Lease Term for the Property Schedule for which the Property is under and shall be due and payable on the next Rental Payment Date and Lessee covenants and agrees to pay such amounts so advanced by Lessor.

ARTICLE IX

9.01 Damage q!. -[ale tru tion. Lesseesbatl bear the entire risk of loss (including without limitation, theft, destruction, disappearance of or damage to any andel Properly(tossi from any oatise whatsoever), whether or not insured against, during the Lease Term and any extensions thereof until the Property IS returned to Lessor in accordance with Section 11.03 hereof. No Loss shall relieve Lessee of the obligation to pay Rental Payments or of any other obligation under this Master Agreement and the applicable Property Schedule. If (a) the Property under a Property Schedule or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty, or (b) title to, or the temporary use of, the Property under a Property Schedule or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, Lessor and Lessee will cause the Net Proceeds (as hereinafter defined) of any claim satisfied through self-insurance, condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Property. In lieu of replacement, repair, restoration, modification or improvement of the Property, Lessee may elect to pay to Lessor, or its assign, an amount equal to the remaining balance of payments under the lease plus the Fair Market Value of the Property. Any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee. For purposes of Section 8.03 and this Article IX, the term "Net Proceeds" shall mean the amount remaining from the gross proceeds of any claim satisfied through self-insurance, condemnation award or sale under threat of condemnation after deducting all expenses, including attorneys' fees, incurred in the collection thereof.

ARTICLE X

10.01 Disclaimer of Warranties. LESSOR MAKES NO (AND SHALL NOT BE DEEMED TO HAVE MADE ANY) WARRANTIES, EXPRESS OR IMPLIED, RELATED TO THE EQUIPMENT, INCLUDING THE STATE OF TITLE; AND LESSOR HAS EXPRESSLY MADE NO WARRANTY AS TO

THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE ABSENCE OF LATENT OR

OTHER DEFECTS OF THE EQUIPMENT AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN, OPERATION Exhibit 3 428

OR CONDITION OF, OR THE QUALITY OF THE MATERIAL, PROPERTY OR WORKMANSHIP IN, THE PROPERTY, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, IT BEING UNDERSTOOD THAT THE PROPERTY IS LEASED TO LESSEE "AS IS" ON THE

DATE OF THIS AGREEMENT OR THE DATE OF DELIVERY, WHICHEVER IS LATER, AND ALL SUCH RISKS, IF ANY, ARE TO BE BORNE BY LESSEE. Lessee acknowledges that it has made (or will make) the selection of the Property from the Supplier based on its own judgment and expressly disclaims any reliance upon any statements or representations made by Lessor. Lessee understands and agrees that (a) neither the Supplier nor any sales representative or other agent of Supplier, is (i) an agent of Lessor, or (ii) authorized to make or alter any term or condition of this Agreement, and (b) no such waiver or alteration shall vary the terms of this Agreement unless expressly set forth herein. In no event shall Lessor be liable for any incidental, indirect, special or consequential damage in connection with or arising out of this Agreement, the Property Schedules, or the existence, furnishing, functioning or use of any item, product or service provided for in this Agreement or the Property Schedules. The Lessee shall be entitled to the benefit of any applicable manufacturer's warranties and rights, including rights and warranties that it may have under the agreement with the Equipment Vendor.

10.02 Supplier's Warranties. Lessee's sole remedy for the breach of such warranty, indemnification or representation shall be against the Supplier of the Property, as defined in the Purchase Agreement, and not against Lessor, nor shall such matter have any effect whatsoever on the rights and obligations of Lessor with respect to this Agreement, including the right to receive full and timely payments hereunder. Lessee expressly acknowledges that Lessor makes, and has made, no representations or warranties whatsoever as to the existence or the availability of such warranties of the Supplier of the Property.
separately from the leased equipment) modifications and improvements shall thereafter comprise provisions of this Agreement. Such alterations, additions, modifications and improvements shall alter its nature or cause it to be used for purposes other than those authorized under the provisions completion of any alterations, additions, modifications or improvements made pursuant to this Section, sh ,ore value which is equal to or greater than the value of the Property immediately prior to the making of such alterations, additions, modifications andfrnprovements. Lessee shall, at its own expense, make such alterations, additions, modifications and improvements to the Property as may be required from time to time by applicable law or by any governmental authority.

10.03 Use of the Property. Lessee will not install, use, operate or maintain the Property improperly, caret, y, in violation of any applicable law or in a manner contrary to that contemplated by this Agreement and the applicable Property Schedule. Lessee shall prol+fde all permits and licenses, if any, necessary for the installation and operation of the Property. In addition, Lessee agrees to comply in all respect with all laws of tha isdiction in which its operations involving any item of Property may extend and any legislative, executive, administrative or juditxa( body exercising any power or jurisdiction over the items of the Property. Lessee shall notify Lessor in writing of any priding or threatened investigate lnquiry,claim or action by any governmental authority which could adversely affect this Agreement, any Propertylehedule or the Property thereor der

10.04 Modifications. Subject to the provisions of this Section, Lessee shall have the Cttgt't at its own expense, to makaalterations, additions, modifications or improvements to the Property. All such alterations, additions, (except soff e memory and any -ether such items purchased of the Property -and shall be subject to the
y way damage the Property, substantially
e and federal law; and the Property, on

ARTICLE XI

11.01 Extension Terms. So long as no Default or Event of Default shall have occurred and be continuing and Lessee shall have given Lessor at least ninety (90) days but not more than one hundred eighty (190) days prior written notice (the "Option Notice"), Lessee shall have the following extension options at the expiration of the Lease Term, or any Extension TOM, to: (i) renew this Lease on a Monthly basis at the same Rental Payments payable at the expiration of the Lease Term; or (ii) return such Property to Lesser pursuant to, and in the condition required by, the Master Agreement.

If Lessee fails to give Lessor the Option Not . Lessee shall be deemed to heviechosan option (i) above, If Lessee fails to deinstall, package, and make the Property available to Lessor StiCh tine upon by Lessee and Lessor, Lessee shall be responsible for the payment of damages in an amount equal to the portion of Rental Payments th coming due that is attributable to the number of days after the agreed upon date of original return during which the Lessee fails to deliver posse ss`►on.

11.02 Nature of Transaction; True Lease. (a) It is the express intent of the parties that all Property Schedules to this Agreement constitute true leases and not sale of Properly€ Title to the Property shall at all times remain in Lessor, and Lessee shall acquire no ownership, title, property, right, equity, or interest in the Propet xihan its leasehold interest solely as Lessee subject to all the terms and conditions hereof. To the extent that Article 2A ("Article 2A") of the Ur fr€t r m rcial Code ("UCC") applies to the characterization of a Property Schedule, the parties hereby agree that the Property Schedule is a "Finance Le tined therein. Lessee acknowledges: (i) that Lessee has selected the "Supplier" (as defined in the UCC) and has directed Lessor to purchase from the Supplier in connection with this Lease, and (ii) that Lessee has been informed in writing, before Lessee's execution of a Property Sc i1 that Lessee is entitled under Article 2A to the promises and warranties, including those of any third party, provided to Lessor by= the'8upplier in cOnriection with or as part of the Purchase Agreement, and that Lessee may communicate with the Supplier and receive an accurate and complete statement of those promises and warranties, including any disclaimers and limitations of them or of reme s. The filing of UCC financing statements pursuant to Section 7.04 is precautionary and shall not be deemed to have any effect on the characterization of the Property Schedules. NOTWITHSTANDING THE FOREGOING, LESSOR HAS NOT MADE, AND HEREBY DISCLAIMS ANY

ADVICE, REPRESENTATIONS, WART ES AND COVENANTS, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO ANY LEGAL,

ECONOMIC, ACCOUNTING, , TAX OR DER EFFECTS OF THE LEASE AND THE TRANSACTION(S) CONTEMPLATED THEREBY, AND LESSEE HEREBY fICLAIMS ANY RELIANCE ON ANY SUCH WARRANTIES, STATEMENTS OR REPRESENTATIONS MADE BY LESSOR WITH RESPECT THERETO.
(b) Notwithstanding the express intent of Lessor and Lessee that the Property Schedules constitute a true lease and not a sale of Property, should a court of compatentitetsdiction determine that a Property Schedule is not a true lease, but rather one intended as security, then solely in that event and for the expresiy limited purposes thereof, Lessee shall be deemed to have hereby granted Lessor a security interest in the Property and all accessions, substitutions and replacements thereto and therefor, and proceeds (cash and non -cash), including, without limitation, insurance proceeds thereof (but without power of sale), to secure the prompt payment and performance as and when due of all obligations and indebtedness of Lessee, now existing or hereafter created, to Lessee pursuant to this Lease or otherwise. In furtherance of the foregoing, Lessee shall execute and deliver to Lessor, to be filed at Lessee's expense, Uniform Commercial Code financing statements, statements of amendment and statements of continuation as reasonably may be required by Lessor to perfect and maintain perfected such security interest. (c) Personal Property Tax. Unless otherwise directed in writing by Lessor or required by applicable law, Lessee will not list itself as owner of any Property for property tax purposes. Upon receipt by Lessee of any property tax bill pertaining to such Property from the appropriate taxing authority, Lessee will promptly forward such property tax bill to Lessor.

Exhibit 3 429

11.03 Return of Property. Upon the expiration (subject to Section 11.01 hereof and except as otherwise provided in a Property Schedule) or earlier termination of this Lease due to an Event of Non -Appropriation, Lessee, at its sole expense, shall deinstall, package, and make available the Property to Lessor's carrier. Lessee agrees that the Property, when picked up by Lessor, shall be in the condition required by Section 8.01 hereof. All components of the Property shall contain no damage, excluding normal wear and tear, and must be in working order. In the event title to the Equipment reverts back to Lessor, Lessee, at its own expense will remove all alterations, additions and attachments and repair the Equipment as necessary so as to return the Equipment to the condition in which it was furnished, reasonable wear and tear expected. If Lessee fails to return any Property as required hereunder, then, all of Lessee's obligations under this Master Agreement and the applicable Property Schedule (including, without limitation, Lessee's obligation to pay Rental Payments for such Property at the rental then applicable under the Property Schedule) shall continue in full force and effect until such Property shall have been returned in the condition required hereunder.

ARTICLE XII

12.01 Assignment bv Lessor. Lessor's right, title and interest in, to and under each Property Schedule and the Property under such Property Schedule may be assigned and reassigned in whole or in part to one or more assignees or sub -assignees by Lessor and, to the extent of their interest, by any Registered Owner, without the necessity of obtaining the consent of Lessee; provided that (i) any assignment, other than an assignment to or by a Registered Owner, shall not be effective until Lessee has received written notice, signed by the assignor, of the name, address and tax identification number of the assignee, and (ii) any assignment to or by a Registered Owner shall not be effectiveuntil it is registered on the registration books kept by the Agent. Lessee shall retain all such notices as a register of all assignees (other than Registered Owners) and shall make all payments to the assignee or assignees designated in such register or, in the case of Registered Owners, to the Agent.lathe event that Lessor's interest in a Property Schedule and the Property thereunder is assigned to the Agent, Lease Participation Certificates in that Property Schedule may be executed and delivered by the Agent to Registered Owners. Lessee agrees to execute all documents, including notices of assignment and chattel mortgages or financing statements that may be reasonably requested by Lessor or any assignee to protect its interests in this Agreement and the Property Schedules.

12.02 Property Schedules Separate Financings. Assignees of the Lessor's righ Property Schedule unless such rights have been separately assigned. one Property Schedule shall hayB #10 ritfits in any other

12.03 Assignment and Subleasing bv Lessee. NONE OF LESSEE'S RIGHT, TITLE ANDINTEREST IN, TO AND UNDER THIS AGREEMENT AND IN THE PROPERTY MAY BE ASSIGNED, SUBLEASED OR ENCU :-BY LESSEE FOR ANY REASON, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR WHICH SHALL NOT BE UNREASONPrt '11fftY D, WHICH SHALL BE DEPENDANT UPON THE CREDIT RATING OF SUCH THIRD PARTY, THE CREDIT RATING MUST BE DOMED THE J >E OR BETTERTHANTHE LESSEE'S CREDIT RATING AT THE INCEPTION OF THE LEASE.

ARTICL

13.01 Events of Default Defined. Any of the following shaft constitute an €Erato Default" under a Property Schedule:
(a) Failure by Lessee to pay any Rental Payment under the Property Sct edufe or other payment required to be paid with respect thereto at the time specified therein;
(b) Failure by Lessee to observe and perform any covenant, condition or agreentent on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold Its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; Any statement, representation or warranty made by the Parties in or pursuant to the Property Schedule or its execution, delivery or performance proven to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Lessee shall (i) a� nsent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Les f; l: ,unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the 4et �olitors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in ban kr F a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insatye! y law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator Of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and Such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days. (c)
The foregoing provisions of Section 13.01 are subject to the following limitation: if by reason of force maieure Lessee is unable in whole or in part to perform its agreements under this Agreement and the Property Schedule (other than the obligations on the part of Lessee contained in Article VI hereof) Lessee shall not be indefault during the continuance of such inability. The term "force maieure" as used herein shall mean the following:
result of fire, flood, strft , the transportation carrier, act of God, act of Government, act of an alien enemy or by any other circumstances which in the Purchasing Agents opinion are beyond the control of the contractor.

13.02 Remedies on Default. Whenever any Event of Default exists with respect to a Property Schedule, Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps:
(a)
(b)
Declare the entire amount of unpaid Rental Payments under the appropriate Property Schedule for the current fiscal year and for any delinquent payments from a prior year to be immediately due and payable, without further notice. (i) Sell any Property at public or private sale; (ii) hold, keep idle or lease to others any Property under the Property Schedule; (iii) by notice in writing to Lessee, cancel or terminate the Property Schedule, without prejudice to any other remedies hereunder; (iv) demand that Lessee, and Lessee shall, upon written demand of Lessor and at Lessee's expense forthwith deinstall, package, and make all Property available to Lessor in the mariner and condition required by Section 11.03 hereof, provided, however, that Lessee shall remain and be liable to Lessor for any amounts provided for herein or other damages resulting from the Property not being in the condition required by Section 11.03, and otherwise in accordance with all of the provisions of this Agreement, except Exhibit 3 430

those provisions relating to periods of notice; (v) enter upon the premises of Lessee or other premises where any Property may be located and, with five (5) days notice to Lessee and with or without legal process, take possession of and remove all or any such Property without liability to Lessor by reason of such entry or taking possession, and without such action constituting a cancellation or termination of this Agreement unless Lessor notifies Lessee in writing to such effect; (c)
Lessor may take any action, at law or in equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement.

13.03 No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Lease now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle Lessor to exercise any remedy reserved to it in this Article it shall not be necessary to give any notice, other than such notice as may be required in this Article.

ARTICLE XIV

14.01 Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by certified mail, postage prepaid, to the parties hereto at the addresses immediately after the sigr tres to this Agreement (or at such other address as either party hereto shall designate in writing to the other for notices to such party), to any assignee (other than a mastered Owner) at its address as it appears on the registration books maintained by Lessee and to any Registered Owner at its address as it appears on the registration books maintained by the Agent.

14.02 Further Assurances. Lessee agrees to execute such other and further documents, including, without (imitation, confirmatory financing statements, continuation statements, certificates of title and the like, and to take all such action as may be necessary or appp'ate, fret time to time, in the reasonable opinion of Lessor, to perfect, confirm, establish, reestablish, continue, or complete the interests of Lessor iri s Agreement and the Property Schedules, to consummate the transactions contemplated hereby and thereby, and to carry out the purposes and intent Ons of this Agreement and the Property Schedules.

14.03 Binding Effect. This Agreement shall inure to the benefit of and shaff -wing upon Lessor and Lessee and their respective successors and assigns.

14.04 Severabilitv. In the event any provision of this Agreement shall be held invsltt ;or unenforceable byany court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

14.05 Waiver of Jury Trials. Lessee and Lessor hereby irrevocably waive Dili fight to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this ment or the actions of Lessor or Lessee in the negotiation, administration, performance or enforcement hereof. Lessor and Lessee agree thatanytial shall be in the form of a bench trial.

14.06 Amendments, Changes and Modifications. This Agreement may be amended in writing by Lessor and Lessee to the extent the amendment or modification does not apply to outstanding Property Schedules at the time of such amendment or modification. The consent of the applicable assignee or Agent, if any, shall be required to any amerr.hiient ormodification before such amendment or modification shall be applicable to any outstanding Property Schedule.

14.07 Execution in Counterparts. This Agreement artci the Property Schedules hereunder may be simultaneously executed in several counterparts, each of which shall be an original and aU of which shalt constitute but one and the same instrument.

14.08 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, unless otherwise agreed to in an individual Property Schedule.

14.09 Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement.

IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized representatives as of the date first above written.

Lessor: insight Public Sector, Inc.

Name:

Name:

Lessee: Fairfax County, VA
By:

By:

Exhibit 3 431

Property Schedule No. 1
Master Equipment Lease Agreement
This Property Schedule No. 1 is entered into as of the Commencement Date set forth below, pursuant to Master Equipment Lease Agreement (the "Master Agreement"), dated as of , between and Insight Public Sector, Inc.

1. Interpretation. The terms and conditions of the Master Agreement are incorporated herein by reference as if fully set forth herein.

Reference is made to the Master Agreement for all representations, covenants and warranties made by Lessee in the execution of this Property Schedule, unless specifically set forth herein. In the event of a conflict between the provisions of the Master Agreement and the provisions of this Property Schedule, the provisions of this Property Schedule shall control. All capitalized terms not otherwise defined herein shall have the meanings provided in the Master Agreement.

2. Commencement Date. The Commencement Date for this Property Schedule is 30 days after Equipment is Accepted by Lessee.

3. Property Description and Payment Schedule. The Property subject to this Property Schedule described in:Exhibit 1 hereto. The Rental Payment Schedule for this Property Schedule is set forth in Exhibit 1. If the Rental Payment Dates are not defined in the Rental Payment Schedule, they shall be defined as the First day of each Month of the Rental Payment Schedule commencing with the first full month following the Acceptance Date.

4. Lessee's Certificate. The Lessee's Certificate is attached as Exhibit 2.

5. Proceeds. Lessor shall disburse the proceeds of this Property Schedule in accordance with the instructions' attached hereto as Exhibit 3.

6. Acceptance Certificate. The form of Acceptance Certificate is attached -4a Exhibit 4.

7. Essential Use. The Essential Use is attached as Exhibit 5.

8. Expiration. Lessor, at its sole determination, may choose not to. accept this Property Schedule if the fully executed, original Agreement (including this Property Schedule all ancillary docurrt tr'e not received by Lessor at its place of business by

9. Notice. Lessee is entitled under Article 2A of the Universal Commercial Ca to the promises and warranties, including those of any third party, provided to Lessor by the Supplier in connection with or as part otthe Purchase Agreement, and that Lessee may communicate with the Supplier and receive an accurate and complete statement of those promises and warranties, including any disclaimers and limitations of them or of remedies. The filing of UCC financing statements pursuant to Section 7.05 of the Master Agreement is precautionary and shall not be deemed tohave any effect on the characterization of this Property Schedule.

NOTWITHSTANDING THE FOREGOING, 'LESSOR HAS NOT MADE, AND HEREBY DISCLAIMS ANY ADVICE,

REPRESENTATIONS, WARRANTIES AND COVENANTS, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO ANY

LEGAL, ECONOMIC, ACCOUNTING, TAX OR OTHER EFFECTS OF THE LEASE AND THE TRANSACTION(S)

CONTEMPLATED THEREBY, AND LESSEE HEREBY DISCLAIMS ANY RELIANCE ON ANY SUCH WARRANTIES, STATEMENTS OR REPRESENTATIONS MADE BY LESSOR WITH RESPECT THERETO. SUPPLIER WARRANTIES CAN BE FOUND IN THE APPLICABLE PURCHASE AGREEMENT.

IN WITNESS WHEREOF, Lessor and Lessee have caused this Property Schedule to be executed in their names by their duly authorized representatives as of the Commencement Date above.
or: In ht Public Sector, Inc
Nam
Lessee:

By:

By:
av:

EXHIBIT 1
Exhibit 3 432

Property Description and Payment Schedule
Re: Property Schedule No. 1 to Master Equipment Lease Agreement dated between Insight Public Sector, Inc. ("Lessor") and ("Lessee").

The PROPERTY:

The Property is more fully described in Exhibit A incorporated herein by reference and attached hereto. The Property is detailed in Insight Quote. The Property costs.

PROPERTY LOCATION:

USE: This use is essential to the proper, efficient and economic functioning of Lessee or provides; and Lessee has immediate need for and expects to make immediate use of subst which need is not temporary or expected to diminish in the foreseeable future.

INITIAL COMMENCEMENT DATE:

LEASE TERM:

PAYMENT TYPE:

END OF TERM OPTION:

RENTAL PAYMENT: $
RENTAL PAYMENT SCHEDULE:
services that Lessee
ly all of the Property,
Lessee:

By:

By:

By:

Exhibit 3 433

EXHIBIT 2
Lessee's Certificate
Re: Property Schedule No. 1 to Master Equipment Lease Agreement between Insight Public Sector, Inc. and The undersigned, being the duly elected, qualified and acting keeper of records for ("Lessee") do hereby certify, as of , as follows:

1. Lessee did by resolution or ordinance duly enacted, in accordance with all requirements of law, approve and authorize the execution and delivery of the above -referenced Property Schedule (the "Property Schedule") and the Master Equipment Lease Agreement (the "Master Agreement") by the following named representative or representatives of Lessee, to wit:

NAME OF EXECUTING OFFICIAL

TITLE OF EXECUTING OFFICIAL

SIGNATURE OF EXECUTING

OFFICIAL

2. The above -named representative(s) of the Lessee held at tho time of such authorization and holds at the present time the office set forth above.

3. No event or condition that constitutes, or with the giving of notice the (apse of time or both would constitute, an Event of Default or an Event of Non -appropriation (as such terms is defined n the Master Equipment Lease Agreement) exists at the date hereof with respect to this Property Schedule or any other Property Schedules under the Equipment Lease Agreement.

4. Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current budget year to make the Rental Payments scheduled to come due during the current budget year under the Property Schedule and to meet its other obligations for the current budget year and such funds have not been expended for other purposes.

5. As of the date hereof, no tton is pending, (or, to my knowledge, threatened) against Lessee in any court (a) seeking to restrain or enjoin the delivery of the Master Equipment Lease Agreement or the Property Schedule or of other agreements similar to the Master Equipment Lie Agreement; (b) questioning the authority of Lessee to execute the Master Equipment Lease Agreement or the Property Schedule, or the validity of the Master Equipment Lease Agreement or the Property Schedule or the payment of principal of or interest on, the Property Schedule; (c) questioning the constitutionality of any sta g the validity of any proceedings, authorizing the execution of the Master Equipment Lease Agreement and the Property c or (d) affecting the provisions made for the payment of the Master Equipment Lease Agreement and the Property Sche � �
By:

SIGNER MUST NOT BE THE SAME AS THE EXECUTING OFFICIAL(S) SHOWN ABOVE.

Exhibit 3 434

EXHIBIT 3
Iy:._
Payment of Proceeds Instructions
Insight Public Sector, Inc.
6820 S. Harl Ave.

Tempe, AZ 85283
Re: Property Schedule No. 1 to Master Equipment Lease Agreement between Insight Public Sector, Inc. ("Lessor") and ("Lessee").

Ladies and Gentlemen:

The undersigned, an Authorized Representative of the Lessee, hereby requests and a ttt Les Lessor t:o disburse the net proceeds of the Property Schedule as follows:

Name of Payee: Insight Public Sector, Inc.

By check By wire transfer
If by check, Payee's address:

If by wire transfer, instructions as follows:,,
Pay to Bank Name:

Bank Address:

Bank Phone #:

For Account of:

Account No.:

ABA No.:

Lessee:

Exhibit 3 435

EXHIBIT 4
Acceptance Certificate
Insight Public Sector, Inc.
6820 S. Harl Ave.

Tempe, AZ 85283
Re: Property Schedule No. 1 to Master Equipment Lease Agreement between Insight Public Sector, Inc. and Ladies and Gentlemen:

In accordance with the above -referenced Master Equipment Lease Agreement, the undersi and represents to, and agrees with, Insight Public Sector. ("Lessor"), as follows:
"lessee") hereby certifies
(1) The Property, as such terms are defined in the above -referenced Property Scheme has been made, delivered, installed and accepted on the date indicated below. (2) Lessee has conducted such inspection and/or testing of the Property as it deems necessary and appropriate and hereby acknowledges that it accepts the Proper rall purposes. (3) No event or condition that constitutes, or withwith,00tice or lam of time, or both, would constitute, an Event of Default or an Event of Non -appropriation (as such terms are defined in the Master Agreement) exists at the date hereof.

Acceptart lbate:

Lessee:

Exhibit 3 436

EXHIBIT 5
Essential Use
Lessee
(Full Legal Name)
Federal Tax ID et
Street Address
City, Stale, and Zip
Dept. Using the Equipment
Customer Contact
Title
Phone and Fax No.
e-mail address
Contract Signer
Title
['bone and Fax No.
e-mail address
Invokes to be sent to:

Contact
Department
Street Address
City, State, and Zip
Phone and Fax No.
e- ns l address
Special Instructions
I. Equipment Description:

2. %bat Is the purpose of the proposed equipment acquisition?

3. Why is the equipment essential?

4. Wbst department k using the equipment?
S. Is the new equipment replacement, an upgrade or additional to the department? b. If replacement or upgrade, w bat is the ■ge of the existing equipment?

7. If you're upgrading existing equipment, is the existing equipment paid off? Source of funds for Fund Balance:
proposed payments: S
Date of most recent Audited Financial Statement:

Fheai Year End:

General Fund As of
Other (provide detail)
li. Have funds been appropriated for the payments due on the proposed financing during the current budgetary period?

9. Will any loan or grant monies be directly. used to make the payments? Ili. Have you ever defaulted or non -appropriated on a termer or bond obligation?? General Liabiity Insurance Coverage limits in the amount of SI Million is required. If applicable, automobile liability coverage of S3 million required. b the Issee a member of a
Self lassoed? General LfablIir Cassette Limits: S sod Miff IV 'mason tsetse. maimed risk pool' Ilya please preside the same
If the lessee bas additional commercial insurance coyer "VP
lease provide cover sit
limits.

Submitted by
(Name):

Signature:

Title:
title:

Exhibit 3
437

Schedule 1
SECURED PARTY: Insight Public Sector, Inc.

DEBTOR:

This financing statement covers all of Lessee's right, title and interest, now owned or hereafter acquired, in and to the following described Equipment, leased to Debtor under Property Schedule No. 1 dated to that certain Master Equipment Lease Agreement dated as of , in each case between Debtor, as lessee, and Secured Party, as lessor, together with any and all (1) substitutions, replacements or exchanges there ttr, (2) replacement parts, additions, attachments and accessories incorporated therein or affixed thereto, or used in connection therewith, and (3) proceeds thereof (both cash and non -cash), including insurance proceeds, (but without power of sale by Debtor), and also including, without limitation, claims of the Debtor against third parties for loss or da;age to, or destruction of, such Equipment:

All equipment described on Exhibit A attached hereto and made a part hereof.

Debtor has no right to dispose of the equipment during the term of this lease.

THIS FINANCING STATEMENT IS FILED SOLELY FOR NOTICE AND PR CAUTIONARY PURPOSES AND THE FILING

HEREOF SHALL NOT BE DEEMED EVIDENCE OF ANY INTENTION OF THE PARTIES TO CREATE A SECURITY INTEREST UNDER THE UNIFORM COMMERCIAL CODE OR TO ENTER IRI`T`OANY TRANSACTION OTHER THAN A TRUE LEASE TRANSACTION.

Exhibit 3 438

Exhibit A
Exhibit 3 439

Notice of Acknowledgement of Assignment
The County of Fairfax, Virginia (the "Lessee") and Insight Public Sector, Inc. (the "Lessor") are parties to that certain Master Equipment Lease Agreement No. , dated , 2017, the terms of which are incorporated in Master Equipment Lease Agreement Property Schedule No. _ (together, the "Lease").

Lessor has assigned to Banc of America Leasing & Capital, LLC ("Bank") all of its rights but not its obligations under the Lease and all of Lessor's right, title, and interest in and to the Property covered thereby (the "Equipment"), including the right to collect all Lease payments due thereunder.

Accordingly, all payments under the Lease are to be made directly to Bank in accordance vifh the instructions contained in the invoices to be provided to you by Bank, or, if not specified in Bank invoices, at thefollowing address:

Banc of America Leasing & Capital, LLC
305 W. Big Beaver Rd., Ste. 400
Troy, MI 48084
The assignment of the Lease to Bank in no way affects the Lessor's obligations, if any, under the Lease or any related maintenance agreement, and Lessor and not Bank shall continue to perform and remain responsible for Lessor's obligations under the Lease.

Please acknowledge Lessee's agreement to the terms of this Notice and Acknowledgment of Assignment by signing where provided for below, thus confirming (i) that the details contained herein are correct, (ii) that all the Equipment has been delivered to and accepted by the Lessee at the location(s) specified in the Lease, and (iii) that the Lessee's obligation to pay Bank the Lease payments and other sums under the Lease as outlined herein, without defense, offset or counterclaim, is absolute and unconditional, in accordance with the Lease's terms, notwithstanding the Lessee's inability to use the Equipment, any title defect, defat* by the Lessor under the Lease or maintenance agreement.

Equipment Description: The equipment is more fully described in Exhibit A incorporated herein by reference and attached hereto.

Original Term of Lease: _ Months
Number of Lease Payments to Beco
Annual Lease Payment: $
The undersigned Lessee
Assignment.

County of 1
(Lessee)
By:

Name:

Wax, Virginia
k : Annual Payments
*Plus applicable sales/use tax
sor acknowledge and confirm the terms of this Notice and Acknowledgement of Title:

Date:

Insight Public Sector, Inc.
(Lessor)
By:

Name:

Title:

Date:

Exhibit 3 440

Exhibit 3
County of Fairfax, Virginia

AMENDMENT
Date:

AMENDMENT NO. 1
OCT 1 9 2017
CONTRACT TITLE: Technology Products, Services, Solutions, and Related Products and Services

CONTRACTOR
Insight Public Sector, Inc.
6820 South Hari Avenue
Tempe, AZ 85283
SUPPLIER CODE CONTRACT NO.
1000000125 4400006644
By mutual agreement, the contract is hereby amended to incorporate the following services:

Service Categories
icro5 ft Gland^ olukt on
Cost Plus
Percentage
Program to allow Insight to sell Microsoft cloud services via the Microsoft CSP program, as well as custom cloud solutions and services. Support Services can include Level 1, Level 2, or Level 3 Microsoft Office 365 subscription support, migration services, and administrative functions on behalf of the agency.

Cathy A. Mu#, r✓PPO
Director/County Purchasing Agent

DISTRIBUTION
Finance — Accounts Payable/e
DIT — Melanie Quinn/e
DIT — Michael Franks/e
U. S. Communities — Scott Wilson/e
(swilson(a)uscommunities.orq)
Contractor — Erica Falchetti
(Erica.falchetti(a�insight.com)
Contract Specialist —
ACS, Team -
Department of Procurement & Material Management
I2000 Government Center Parkway, Suite 427
Fairfax, VA 22035-0013
Website: www.fairfaxcounty.gov/dpmm
Phone (703) 324-3201, TTY: 711, Fax: (703) 324-3228
441

County of Fairfax, Virginia
To protect and enrich the quality of life for the people, neighborhoods and diverse communities of Fairfax County FEB 2 3 2016
Insight Public Sector, Inc.
6820 South Harl Avenue
Tempe, Az 85283
Attention: Erica Falchetti
Reference: RFP 2000001701, Technology Products, Services, Solutions & Related Products and Services
Dear Ms. Falchetti:

Acceptance Agreement
Contract Number: 4400006644
This acceptance agreement signifies a contract award for Technology Products, Services, Solutions and Related Products and Services. The period of the contract shall be from May 1, 2016 through April 30, 2019, with four one-year renewal options or any combination of time equally not more than four years.

The contract award shall be in accordance with:
1) This Acceptance Agreement;
2) The Attached Memorandum of Negotiations.

Please note that this is not an order to proceed. A Purchase Order constituting your notice to proceed will be issued to your firm. Please provide your Insurance Certificate according to Section 17 of the Fairfax County Contract, within 10 days after receipt of this letter. All questions in regards to this contract shall be directed to the Contract Specialist, Lonnette Robinson, at 703-324-3281 or via e-mail at [email protected].

Sincerely,
3t-744,4,_
Cathy A. se, CPPO
Director/County Purchasing Agent
Exhibit 3
Department of Purchasing & Supply Management
12000 Government Center Parkway, Suite 427
Fairfax, VA 22035-0013
Website: www.fairfaxcounty.gov/dpsm
Phone 4 3-324-3201, TTY: 1-800-828-1140, Fax: 703-324-3228

County of Fairfax, Virginia
To protect and enrich the quality of life for the people, neighborhoods and diverse communities of Fairfax County

MEMORANDUM OF NEGOTIATIONS
RFP2000001701
The County of Fairfax (hereinafter called the County) and Insight Public Sector, Inc., (hereinafter called the "Contractor") agree to the following negotiated issues. The issues listed below shall be part of any subsequent contract.
a. The County's Request for Proposal RFP2000001701 and all Addenda; b. The Contractor's Technical and Cost Proposals dated September 21, 2015; c. The Contractor's Functional Roles per Labor Category dated December 2, 2015
d. The Geographic Market Tiers dated 12/10/2015;
e. This Memorandum of Negotiation;
f. County purchase order,
g. Any amendments subsequently issued.

In addition, the County and the Contractor agree to the following:

1. Insight is awarded a contract for the following sections of the RFP:
• 3.1.1 Technology Products
• 3.1.2 Technology Services and Solutions
• 3.1.3 Cisco Products, Services and Solutions
• 3.1.4 HP Products, Services and Solutions
• 3.1.5 Dell Products, Services and Solutions
• 3.1.6 Panasonic Products, Services and Solutions
• 3.1.7 EMC2 Products, Services and Solutions
• 3.1.8 CommVault Products, Services and Solutions
• 3.1.9 Symantec Products, Services and Solutions
• 3.1.10 Veritas Products, Services and Solutions
• 3.1.11 VMWare Products, Services and Solutions
• 3.1.12 Apple Products, Services and Solutions
• 3.1.15 Microsoft Products, Services and Solutions
• 3.1.16 Citrix Products, Services and Solutions
• 3.1.17 NetApp Products, Services and Solutions
• 3.1.18 Related Products, Services and Solutions

2. Participating Public Agencies reserve the right to request pricing with both service pricing methodologies: Service Category Rates and Time and Material Rates.

3. Pricing discount for Cisco hardware/software is 36% off MSRP for both govemment and education. Discounts are minimum discounts.

Department of Purchasing & Supply Management
12000 Government Center Parkway, Suite 427
Fairfax, VA 22035-0013
Website: www.fairfaxcountv.gov/dpsm
Phone 703-324-3201, TTY: 1-800-828-1140, Fax: 703-324-3228 Exhibit 3 443

Memorandum of Negotiations
RFP2000001701

4. Any discounts are minimum discounts and any rates are not -to -exceed rates.

5. Contractor will offer Public Agencies the lowest possible price for which they are eligible under any contract available to the customer through this contract award. Insight will check for lowest possible price when an order is placed.

6. Any End User License Agreements (EULA's) referenced in Contractor's proposal is not incorporated as a part of the contract.

7. The Lead Public Agency acknowledges for itself and on behalf of each Participating Public Agency electing to procure under the Master Agreement that it may be required to execute one or more applicable Contractor standard contract documents if and when it orders one or more technology product, service/solution. At the time that an order for a technology product, service/solution is placed by a Public Agency, the Public Agency will review the applicable standard contract document(s) and, if acceptable to each particular Public Agency, complete and sign such document(s). Contractor agrees and acknowledges that if and when an order for one or more technology product, service/solution is placed by Lead Public Agency, Contractor may be required to execute a Contract Addendum substantially in the form attached hereto as License Agreement Addendum.

8. In the event that additional third -party products are procured under the Contract, the Contractor agrees to provide a copy of any and all applicable third -party agreements for review by the County. The County reserves the right to negotiate the terms and conditions of the third -party agreements associated with the use of the third -party products prior to issuing the purchase order for additional products.

9. The parties agree that any Statement/Scope of Work (SOW) and/or Service Level Agreement will be subject to negotiations and will be binding upon the parties and set forth in a written amendment to the Contract signed by the County Purchasing Agent and the Contractor.

ACCEPTED BY:

Kenneth Lamneck, Chief Executive Officer
Insight Public Sector, Inc.

Cathy A. M e, CPPO, Director
Department of Purchasing and Supply Management
01/1110
Da
a ate oy/i�
Exhibit 3 444

LICENSE AGREEMENT ADDENDUM
Fairfax County (hereinafter referred to as "the County") and Insight Public Sector, Inc. ("Supplier"), a business incorporated in Illinois, F.E.I.N. 36-3949000, having its principal place of business at 6820 S.

Hari Ave.,Tempe, Arizona 85283 are this day entering into a contract and, for their mutual convenience, the parties are using the standard form contracts provided by Supplier. This addendum, duly executed by the parties, is attached to and hereby made a part of Supplier's standard form contracts and together shall govem the use of any and all Technology Product, Services and Solutions licensed by the County whether or not specifically referenced in the order document.

As used herein, the term "contract" shall mean Supplier's standard form contract(s) and any and all exhibits and attachments thereto, and any additional terms and conditions incorporated or referenced therein. The term(s) "Customer," "You," and/or "you," as used in the contract(s), shall mean, as applicable, Fairfax County, or any of its officers, directors, agents or employees.

Supplier's standard form contracts are, with the exceptions noted herein, acceptable to the County.

Nonetheless, because certain standard clauses that may appear in, or be incorporated by reference into, Supplier's standard form contract(s) cannot be accepted the County, and in consideration of the convenience of using those forms, and this form, without the necessity of specifically negotiating a separate contract document, the parties hereto specifically agree that, notwithstanding any provisions appearing in the attached Supplier's standard form contract(s), none of the following shall have any effect or be enforceable against the County or any of its officers, directors, employees or agents:

1. Requiring the application of the law of any state other than the Commonwealth of Virginia in interpreting or enforcing the contract or requiring or permitting that any dispute under the contract be resolved in any court other than a circuit court of the Commonwealth of Virginia;

2. Requiring any total or partial compensation or payment for lost profit or liquidated damages by the County, or its officers, directors, employees or agents if the contract is terminated before its ordinary period;

3. Imposing any interest charge(s) contrary to that specified by § 2.2-4352 of the Code of Virginia;

4. Requiring the County to maintain any type of insurance either for the benefit of the County or for Supplier's benefit;

5. Granting Supplier a security interest in property of the County or the Commonwealth or any of their officers, directors, employees or agents;

6. Requiring the County or any of its officers, directors, employees or agents to indemnify or to hold harmless Supplier for any act or omission;

7. Limiting or adding to the time period within which claims can be made or actions can be brought (Reference Code of Virginia §8.01 et seq.);

8. Limiting selection and approval of counsel and approval of any settlement in any claim arising under the contract and in which the County or any of its officers, directors, employees or agents is a named party;

9. Binding the County or any of its officers, directors, employees or agents to any arbitration or to the decision of any arbitration board, commission, panel or other entity; Exhibit 3 445

10. Obligating the County, or any of its officers, directors, employees or agents, to pay costs of collection or attomey's fees;

11. Requiring any dispute resolution procedure(s) other than those in accordance with the Fairfax County Purchasing Resolution and the Code of Virginia;

12. Permitting Supplier to access any County records or data, except pursuant to court order, or as required by law;

13. Permitting Supplier to use any information provided by the County except for Supplier's own intemal administrative purposes, or as required by law;

14. Requiring the County to limit its rights or waive its remedies at law or in equity, including the right to a trial by jury; and

15. Bestowing any right or incurring any obligation that is beyond the duly granted authority of the undersigned representative of the County to bestow or incur on behalf of the County.

16. Establishing a presumption of severe or irreparable harm to Supplier by the actions or inactions of the County;

17. Limiting the liability of Supplier for property damage or personal injury;

18. Permitting Supplier to assign, subcontract, delegate or otherwise convey the contract, or any of its rights and obligations thereunder, to any entity without the prior written consent the County except as follows: Supplier may assign all or any of its rights and obligations to a third party as a result of a merger or acquisition or sale of all or substantially all of its assets to such third party provided assignee agrees in writing to be bound by the terms and conditions set forth in the contract and provided such third party is a U.S.-based entity or maintains a registered agent and a certification of authority to do business in Virginia, or to an affiliate of Supplier, provided Supplier remains liable for affiliate's compliance with the terms and conditions set forth in this Contract;

19. Not complying with contractual provisions 1, 8, 10, 11, 12, and 13 at the following URL, which are mandatory provisions, required by law or by the Fairfax County Purchasing Resolution, which are hereby incorporated by reference: http://www.fairfaxcounty.gov/purchasing/po/termsandcondition.htm .

The terms and conditions in documents posted to the aforereferenced URL are subject to change pursuant to action by the legislature of the Commonwealth of Virginia or a change in the Fairfax County Purchasing Resolution as adopted by the Fairfax County Board of Supervisors. Software Publisher is advised to check the URL periodically;

20. Not complying with the contractual claims provision of the Fairfax County Purchasing Resolution which is also incorporated by reference;

21. Enforcing the United Nations Convention on Contracts for the Intemational Sale of Goods and all other laws and international treaties or conventions relating to the sale of goods. They are expressly disclaimed. UCITA shall apply to this contract only to the extent required by 4 59.1-501.15 of the Code of Virginia;

22. Not complying with all applicable federal, state, and local laws, regulations, and ordinances;

23. Requiring that the County waive any immunity to which it is entitled by law, 2 Exhibit 3 446

24. Requiring that the County, which is tax exempt, be responsible for payment of any taxes, duties, or penalties;

25. Requiring or construing that any provision in this contract conveys any rights or interest in County data to Supplier;

26. Obligating the County beyond approved and appropriated funding. All payment obligations under this contract are subject appropriations by the Fairfax County Board of Supervisors for this purpose. In the event of non -appropriation of funds for the items under this contract, the County may terminate, in whole or in part, this contract or any order, for those goods or services for which funds have not been appropriated. This may extend to the renewal of maintenance services for only some of the licenses granted by Supplier. Written notice will be provided to the Supplier as soon as possible after legislative action is completed. There shall be no time limit for termination due to termination for lack of appropriations;

27. Permitting unilateral modification of the contract by Supplier;

28. Permitting unilateral termination by Supplier of the contract or the licenses granted thereunder, or permitting suspension of services by Supplier, except pursuant to an order from a court of competent jurisdiction, or as required by law;

29. Requiring or stating that the terms of the Supplier's standard form contract shall prevail over the terms of this addendum in the event of conflict;

30. Renewing or extending the contract beyond the initial term or automatically continuing the contract period from term to term;

31. Requiring that the contract be "accepted" or endorsed by the home office or by any other officer subsequent to execution by an official of the County before the contract is considered in effect

32. Delaying the acceptance of the contract or its effective date beyond the date of execution;

33. Defining "perpetual" license rights to have any meaning other than license rights that exist in perpetuity unless otherwise terminated in accordance with the applicable provisions of the contract;

34. Permitting modification or replacement of the contract pursuant to any new release, update or upgrade of Software or subsequent renewal of maintenance. If Supplier provides an update or upgrade subject to additional payment, the County shall have the right to reject such update or upgrade;

35. Requiring purchase of a new release, update, or upgrade of Software or subsequent renewal of maintenance in order for the County to receive or maintain the benefits of Supplier's indemnification of the County against any claims of infringement on any third -party intellectual property rights;

36. Prohibiting the County from transferring or assigning to any entity the contract or any license pursuant to the contract;

37. Granting Supplier or an agent of Software Publisher the right to audit or examine the books, records, or accounts of the County other than as may be required by law; 3 Exhibit 3 447

The parties further agree as follows:

38. Supplier warrants that it is the owner of the Software or otherwise has the right to grant to the County the license to use the Software granted hereunder without violating or infringing any law, rule, regulation, copyright, patent, trade secret or other proprietary right of any third party.

39. Supplier agrees to indemnify, defend and hold harmless the County or its officers, directors, agents and employees ("County's Indemnified Parties") from and against any and all third party claims, demands, proceedings, suits and actions, including any related liabilities, obligations, losses, damages, fines, judgments, settlements, expenses (including attorneys' and accountants' fees and disbursements) and costs (each, a "Claim" and collectively, "Claims"), incurred by, borne by or asserted against the County's Indemnified Parties to the extent such Claims in any way relate to, arise out of or result from: (i) any intentional or willful conduct or negligence of any employee or subcontractor of Supplier, (ii) any act or omission of any employee or subcontractor of Supplier, (iii) breach of any representation, warranty or covenant of Supplier contained herein, (iv) any defect in the Software, or (v) any actual or alleged infringement or misappropriation of any third party's intellectual property rights by any of the Software. Selection and approval of counsel and approval of any settlement shall be accomplished in accordance with all applicable laws, rules and regulations. In all cases the selection and approval of counsel and approval of any settlement shall be satisfactory to the County against whom the claim has been asserted. This indemnification provision shall supersede any infringement indemnification provision set forth Supplier's standard form contract(s). No limitation of liability provision included in the contract shall apply to Supplier's indemnification obligations under this paragraph.

40. The County shall not be required to maintain as confidential any information, data, or records that have not been properly designated as trade secret or proprietary information pursuant to Va. Code Ann. § 2.2-4342(F) and are not otherwise exempted from the provisions of the Virginia Freedom of Information Act, Va. Code Ann. § 2.2-3700, et seq.

41. All information provided by the County pursuant to the contract shall be treated as confidential information and shall not be disclosed by Supplier, its employees, agents or subcontractors, except as specifically set forth in the contract documents. The County's confidential information shall include, but shall not be limited to: (a) Protected Health Information, as defined in HIPAA, which shall be subject to the County Business Associate Agreement, if applicable; and (b) any personally identifiable information included in information provided by the County.

Supplier shall indemnify and hold the County harmless including, its officers, trustees, employees, and agents, from any and all claims, penalties, fines, costs, liabilities or damages, including but not limited to reasonable attorney fees, incurred by the County as a direct result of the acts or omissions of Supplier, its employees, officials, agents, or subcontractors that cause a failure to maintain confidentiality of information as required under the contract and applicable law, including but not limited to breach of HIPAA requirements and unauthorized access to, or failure to maintain confidentiality of, personally identifiable information. Supplier will promptly provide notice to the County of any breach of security or confidentiality of information provided by the County and shall be responsible for actions required to cure such breach resulting from Supplier's action or inaction. This indemnity obligation is supplemental to any other indemnification obligation set forth in this Addendum. No bmitation of liability provision included in the contract shall apply to Supplier's indemnification obligations under this paragraph.

This contract, consisting of this Fairfax County License Agreement Addendum and the Supplier's standard form contract and any and all exhibits and attachments thereto, and any additional terms and conditions incorporated or referenced therein, constitute the entire agreement between the parties and may not be waived or modified except by written agreement between the parties. 4 Exhibit 3 448

IN WITNESS WHEREOF, the parties have caused this contract to be duly executed as of the last date set forth below by the undersigned authorized representatives of the parties, intending thereby to be legally bound.

Insight Public Sector, Inc. Fairfax County
By: ,.--,.,,.-05.22.---2.----2.----
'
(Signefure) (Signature) �
Name: _Kenneth Lamneck Name: \T"va /'f /� - n ,I
"l u,s e_
(Print) (Print)
By: (..C J
Title: _Chief Executive Officer Title: Director/County Purchasing Agent Date: _2/8/2016 Date:
5 a/az/fc,
Exhibit 3 449

CONTRACT TITLE:

CONTRACT NUMBER:

RFx:

NIGP CODES:

CONTRACT PERIOD:

RENEWALS:

SUPERSEDES CONTRACT:

CONTRACTOR:

Insight Public Sector, Inc.
6820 South Harl Avenue
Tempe, AZ 85283
Contact:

Telephone:

E-mail:

TERMS:

FOB:

PRICES:

NOTICE OF' AWARD
Date: FEB 2 3 2016
Technology Products, Services, Solutions, and Related Products and Services 4400006644
RFP2000001701
20453, 20454, 20464, 20491, 20625, 20654, 20656, 20678, 20687, 20811, 20827, 83885, 91828, 92024, 92031, 92037, 92045, 92047
May 1, 2016 through April 30, 2019
Four (4) optional one year renewals
(or any combination of time equally not more than four years) 4400001195
SUPPLIER CODE:
1000000125
Erica Falchetti
(800) 467-4448 x3071
[email protected]
Net 30 Days
Destination
See https://www.insight.com/insightweb/welcome and the Attached Pricing Summary DPSM CONTACT: Lonnette Robinson, Contracts Specialist Supervisor Telephone:

Fax:

E-mail:
703-324-3281; TTY: 711
703-324-3228
[email protected]
ORDERING INSTRUCTIONS:

Any County Department may enter into FOCUS (Fairfax County Unified System) a shopping cart indicating the item/service required, the quantity, the payment terms and the delivery date. The shopping cart must be annotated with the contract number.

Requests exceeding the small purchase threshold ($10k) will be routed to DPSM and a purchase order will be executed.

Lonnette Robinson
Contracts Specialist Supervisor
DISTRIBUTION:

Finance — Accounts Payable/e
DIT — Tonya Mills/e
DIT — Ron Shoram/e
DPSM, ACS Team 1 — J. Waysome-Tomlin
Exhibit 3
Department of Purchasing & Supply Management
12000 Government Center Parkway, Suite 427
Fairfax, VA 22035-0013
Website: www.fairfaxcounty.gov/dpsm
Phone 703-324-3201, TTY: 1-800-828-1140, Fax: 703-324-3228

Notice of Award - 4400006644