Carlsbad City Council
December 13, 2022

CA Review GH
Meeting Date:

To:

From:

Staff Contact:

Subject:

District:

Dec. 13, 2022
Mayor and City Council
Scott Chadwick, City Manager
Maria Callander, Information Technol ogy Director
[email protected], 442-339-2454
Purchase of the Varonis Data Security Platform from CDW•G LLC All
Recommended Action
Adopt a resolution authorizing the City Manager to execute documents necessary to procure Varonis from CDW•G, LLC. for an amount not to exceed $487,476 over a three-year period.

Executive Summary
Staff are recommending the city purchase a data security platform from Varonis. This application discovers sensitive data in our environment and identifies key attributes relating to the security settings of that data. Varonis also monitors for data access actions that may represent potentially suspicious activity. This solution will help improve the city’s overall data security by providing visibility to data access and classification.

The application will cost $487,476 over a three-year period.

Carlsbad Municipal Code Section 3.28.060 – Procurement of Professional Services and Services requires City Council’s approval for the procurement of professional services or services for which the cost to the city is more than $100,000 per agreement year.

Discussion
The city currently stores its digital data in both structured and unstructured formats. Structured data is in a standardized format, follows a persistent order, and is easily accessed by programs.

This type of data is generally stored in a database.

The Varonis platform is designed to provide greater security for unstructured data. An example of unstructured data would be a Microsoft Word document, or a spread sheet stored on a computer.

The city’s unstructured data files are stored in multiple repositories residing on city data storage systems, as well as in the cloud. This is the largest set of data in the city organization and is cumbersome to manage.

Recent audits have also demonstrated that there are many instances of confidential data in this dataset that may be improperly secured. These files include those subject to legally required security standards, indicating the city may be out of compliance with these standards. This Dec. 13, 2022
Item #6 Page 1 of 61

represents a risk to the city; staff lack a tool providing full visibility into this issue and the capability to remediate it at scale.

Varonis also provides monitoring of not just the data itself, but also the data storage systems themselves in a unified manner, to detect any potential malicious activity.

Additionally, just as data growth on the internet is projected to grow at an exponential rate, the same is true of data growth in the city. Without the proper tools to classify, secure, and monitor this data, the risk also grows.

The Varonis solution will provide the city’s Information Technology Department and the Office of Innovation and Economic Development with a robust set of tools to classify, secure and monitor unstructured data.

The purchase is to be done under a cooperative purchasing agreement, in compliance with Carlsbad Municipal Code Section 3.28.100 – Cooperative Purchasing.

Section 3.28.100 grants the Purchasing Officer the authority to join with other public or quasi- public agencies in cooperative purchasing plans or programs for the purchase of goods and services as determined by the Purchasing Officer to be in the city’s best interest.

The Purchasing Officer may buy directly from a vendor at a price established by another public agency when the other agency has made its purchase in a competitive manner.

CDW•G is an authorized reseller and provides products and technology services under the National IPA/OMNIA Technology Solutions Agreement - (#2018011-01). The agreement price was quoted from that agreement.

Options
Staff offer the following options to the City Council:

1. Adopt a resolution authorizing the City Manager to execute documents necessary to Varonis from CDW•G, LLC. for an amount not to exceed $487,476 over a three-year period.

Pros
• The city will have a robust platform to identify and secure unstructured data • The city can effectively mitigate data security compliance risk • Staff can be alerted of anomalous data access behaviors and respond to any malicious activity
Cons
• None identified

2. Do not adopt resolution for the procurement of the Varonis platform.

Pros
• None identified
Cons
• There will be a continued lack of visibility into unsecured datasets • City is at risk of incomplete security to meet regulatory compliance Dec. 13, 2022
Item #6 Page 2 of 61

• Identifying and remediating security issues with unstructured data continues to be a manual process, consuming staff time

3. Direct staff to research other solutions for protecting unstructured data Pros
• There may be potential for cost savings with other vendors and solutions Cons
• There will be a continued lack of visibility into unsecured datasets • City is at risk of not having the security required to meet regulatory compliance • Unstructured data security issues will still need to be identified and addressed manually
• Migration to another platform could be costly and time consuming Fiscal An alysis
The total cost for the Varonis data security platform purchase is $487,476 over a three-year period, with annual payments of $162,492. There is available budget in the Strategic Digital Transformation Program’s Cyber Security Program Development Project using the Technology Investment Capital Fund as the funding source for the first year of the purchase. The remaining two years of service will require an increase to the Information Technology’s Operating Budget starting in fiscal year 2023-24 in the amount of $132,492. There is currently $30,000 in the fiscal year 2022-23 Information Technology’s Operating Budget set aside for this type of platform and this $30,000 will be included in future years’ Information Technology budget submission.

CDW•G Varonis Data Security Platform purchase and expenditure breakdown

Year 1 Year 2 Year 3 Total

Purchase $ 162,492 $ 162,492 $ 162,492 $ 487,476 Expenditures
SDTIP - Cyber Security Program Development $ 162,492 $ - $ - $ 162,492 Information Technology Operating Budget - 30,000 30,000 60,000 Ongoing costs - 132,492 132,492 264,984 Total expenditures $ 162,492 $ 162,492 $ 162,492 $ 487,476

Ongoing costs
If the agreement is approved for three years, then a supplemental budget request for ongoing licensing and subscription costs will need to be included in the annual budget process for the Information Technology Department’s annual operating budget starting in fiscal year 2023-24.

This increase would also be included in the Information Technology Department’s annual service charges to other city departments.

Next Steps
Staff will execute the documents necessary for the purchase of Varonis Data Security Platform maintenance and licensing with CDW•G.

Environmental E valuation
This action does not require environmental review because it does not constitute a project within the meaning of the California Environmental Quality Act under California Public Resources Code Section 21065 in that it has no potential to cause either a direct physical Dec. 13, 2022
Item #6 Page 3 of 61

change in the environment or a reasonably foreseeable indirect physical change in the environment.

Public Notification
Public notice of this item was posted in keeping with the Ralph M. Brown Act and it was available for public viewing and review at least 72 hours before the scheduled meeting date.

Exhibits

1. City Council resolution

2. Purchasing Officer memorandum
Dec. 13, 2022
Item #6 Page 4 of 61
RESOLUTION NO. 2022-282

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,

CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE DOCUMENTS NECESSARY TO PROCURE THREE (3) YEARS OF VARON IS FROM CDW•G, LLC IN AN AMOUNT NOT TO EXCEED $487,476
WHEREAS, the City of Carlsbad has data security requirements and one of the products that helps to meet this need is Varon is data security platform; and WHEREAS, the City of Carlsbad currently does not use Varonis data security platform and is in need of this platform to help secure its data; and
WHEREAS, CDW•G, LLC is an authorized Varonis reseller, and provides a subscription for data security under the National IPA/OMNIA Technology Solutions - (#2018011-01) Agreement; and WHEREAS, pursuant to Carlsbad Municipal Code 3.28.100 - Cooperative Purchasing, the Purchasing Officer has the authority to join with other public agencies for the purchase of goods or services when it is in the best interest of the city; and WHEREAS, the Purchasing Officer has reviewed the purchase and agrees the purchase is in the best interest of the city; and
WHEREAS, the budget to procure the first year of the Varon is data security platform is available in the Strategic Digital Transformation Program's Cyber Security Program Development Project using the funding source of the Technology Investment Capital Fund; and WHEREAS, the funding for future years' maintenance and support services will be considered on an annual basis in the Information Technology Department's annual budget requests if needed.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows:

1. That the above recitations are true and correct.

2. That City Manager, or a designee, is authorized to execute all required documents necessary to procure Varon is data security platform from CDW•G, LLC in amount not to exceed $487,476 over a three-year period as reflected in Attachment A.

Exhibit 1
Dec. 13, 2022 Item #6 Page 5 of 61
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 13th day of December, 2022, by the following vote, to wit:

AYES:

NAYS:

ABSENT:

Hall, Blackburn, Bhat-Patel, Acosta, Norby.

None.

None.

MATT HALL, Mayor
L_ FAVIOLA MEDINA, City Clerk Services Manager
r- (SEAL)
Dec. 13, 2022 Item #6 Page 6 of 61
t!&
Hardware Software Services IT Solutions Brands Research Hub Review and Complete Purchase
Thank you for choosing CDW. We have received your quote.

HENDRA GUNAWAN,
Thank you for considering CDW•G for your technology needs. The details of your quote are below. If you are an eProcurement or single sign on customer, please log into your system to access the CDW site. You can search for your quote to retrieve and transfer back into your system for processing.

For all other customers, click below to convert your quote to an order.

Convert Quote to Order
QUOTE # QUOTE DATE QUOTE REFERENCE CUSTOMER # GRAND TOTAL NCWB957 12/6/2022 VARONIS 6387665 $487,476.00

QUOTE DETAILS
ITEM QTY CDW# UNIT PRICE EXT. PRICE
VARONIS MS365 SILVER BUNDLE 1300 7173274 $66.99 $87,087.00 1300 5762331 $15.50 $20,150.00
1300 5462870 $18.95 $24,635.00
1300 5449219 $18.95 $24,635.00
Mfg. Part#: SBM-1001-1500OS
this line will be charged upfront
for year 1
Electronic distribution - NO MEDIA
CONTRACT:

National IPA/OMNIA Technology
Solutions # 2018011-01
Varonis DatAdvantage for Azure Active Directory - On-Premise subscription (
Mfg. Part#: DAAZ-1001-1500OS
this line will be charged upfront
for year 1
Electronic distribution - NO MEDIA
CONTRACT:

National IPA/OMNIA Technology
Solutions # 2018011-01
DatAdvantage for Directory Services - On-Premise
subscription (1 year) - 1
Mfg. Part#: DADS-1001- 1500OS
this line will be charged upfront
for year 1
Electronic distribution - NO MEDIA
CONTRACT:

National IPA/OMNIA Technology
Solutions # 2018011-01
DatAlert Suite - On-Premise subscription license (1 year) - 1 user
Mfg. Part#: DLS-1001-1500OS
UNSPSC: 43233205
this line will be charged upfront
for year 1
Electronic distribution - NO MEDIA
CONTRACT:

Attachment A
Dec. 13, 2022
Item #6 Page 7 of 61
~ -PEOPLE
~WHO
-GETIT . _______________________ _

QUOTE DETAILS (CONT.)
National IPA/OMNIA Technology
Solutions # 2018011-01

VARONIS COLLECTOR OP SUB
3 6191629 $1,995.00 $5,985.00
Mfg. Part#: CL-1-5OS
this line will be charged upfront
for year 1
Electronic distribution - NO MEDIA
CONTRACT:

National IPA/OMNIA Technology
Solutions # 2018011-01
VARONIS MS365 SILVER BUNDLE 1300 7173274 $66.99 $87,087.00 1300 5762331 $15.50 $20,150.00
1300 5462870 $18.95 $24,635.00
1300 5449219 $18.95 $24,635.00
3 6191629 $1,995.00 $5,985.00
Mfg. Part#: SBM-1001-1500OS
this line will be charged
automatically on the date of the 2nd
year renewal
Electronic distribution - NO MEDIA
CONTRACT:

National IPA/OMNIA Technology
Solutions # 2018011-01
Varonis DatAdvantage for Azure Active Directory - On-Premise subscription (
Mfg. Part#: DAAZ-1001-1500OS
this line will be charged
automatically on the date of the 2nd
year renewal
Electronic distribution - NO MEDIA
CONTRACT:

National IPA/OMNIA Technology
Solutions # 2018011-01
DatAdvantage for Directory Services - On-Premise
subscription (1 year) - 1
Mfg. Part#: DADS-1001- 1500OS
this line will be charged
automatically on the date of the 2nd
year renewal
Electronic distribution - NO MEDIA
CONTRACT:

National IPA/OMNIA Technology
Solutions # 2018011-01
DatAlert Suite - On-Premise subscription license (1 year) - 1 user
Mfg. Part#: DLS-1001-1500OS
UNSPSC: 43233205
this line will be charged
automatically on the date of the 2nd
year renewal
Electronic distribution - NO MEDIA
CONTRACT:

National IPA/OMNIA Technology
Solutions # 2018011-01

VARONIS COLLECTOR OP SUB
Mfg. Part#: CL-1-5OS
this line will be charged
automatically on the date of the 2nd
year renewal
Electronic distribution - NO MEDIA
CONTRACT:

National IPA/OMNIA Technology
Solutions # 2018011-01
Dec. 13, 2022
Item #6 Page 8 of 61

QUOTE DETAILS (CONT.)
VARONIS MS365 SILVER BUNDLE 1300 7173274 $66.99 $87,087.00 1300 5762331 $15.50 $20,150.00
1300 5462870 $18.95 $24,635.00
1300 5449219 $18.95 $24,635.00
3 6191629 $1,995.00 $5,985.00
Mfg. Part#: SBM-1001-1500OS
this line will be charged
automatically on the date of the 3rd
year renewal
Electronic distribution - NO MEDIA
CONTRACT:

National IPA/OMNIA Technology
Solutions # 2018011-01
Varonis DatAdvantage for Azure Active Directory - On-Premise subscription (
Mfg. Part#: DAAZ-1001-1500OS
this line will be charged
automatically on the date of the 3rd
year renewal
Electronic distribution - NO MEDIA
CONTRACT:

National IPA/OMNIA Technology
Solutions # 2018011-01
DatAdvantage for Directory Services - On-Premise
subscription (1 year) - 1
Mfg. Part#: DADS-1001- 1500OS
this line will be charged
automatically on the date of the 3rd
year renewal ed automatically on
the date the year 3 renewal begins
Electronic distribution - NO MEDIA
CONTRACT:

National IPA/OMNIA Technology
Solutions # 2018011-01
DatAlert Suite - On-Premise subscription license (1 year) - 1 user
Mfg. Part#: DLS-1001-1500OS
UNSPSC: 43233205
this line will be charged
automatically on the date of the 3rd
year renewal
Electronic distribution - NO MEDIA
CONTRACT:

National IPA/OMNIA Technology
Solutions # 2018011-01

VARONIS COLLECTOR OP SUB
Mfg. Part#: CL-1-5OS
this line will be charged
automatically on the date of the 3rd
year renewal
Electronic distribution - NO MEDIA
CONTRACT:

National IPA/OMNIA Technology
Solutions # 2018011-01
SUBTOTAL $487,476.00
SHIPPING $0.00
SALES TAX $0.00
GRAND TOTAL $487,476.00

PURCHASER BILLING INFO DELIVER TO
Dec. 13, 2022
Item #6 Page 9 of 61

Billing Address:

CITY OF CARLSBAD

ACCOUNTS PAYABLE
1635 FARADAY AVE
CARLSBAD, CA 92008-7314
Phone: (760) 602-2400
Payment Terms: Net 30 Days-Govt State/Local
Shipping Address:

CITY OF CARLSBAD

HENDRA GUNAWAN
1635 FARADAY AVE
CARLSBAD, CA 92008-7314
Phone: (760) 602-2400
Shipping Method: ELECTRONIC DISTRIBUTION
Please remit payments to:

CDW Government
75 Remittance Drive
Suite 1515
Chicago, IL 60675-1515
Sales Contact Info
Jeff Butchko | (877) 853-0557 | [email protected]
Need Help?
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Call 800.800.4239
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This order is subject to CDW's Terms and Conditions of Sales and Service Projects at http://www.cdwg.com/content/terms-conditions/product-sales.aspx For more information, contact a CDW account manager
© 2022 CDW•G LLC, 200 N. Milwaukee Avenue, Vernon Hills, IL 60061 | 800.808.4239 Dec. 13, 2022
Item #6 Page 10 of 61
I
I _________ _
I ■
City of Mesa, AZ
Contract # 2018011-01
for
Information Technology Solutions and Services
with
CDW Government, LLC
Effective: March 1, 2018
Dec. 13, 2022
Item #6 Page 11 of 61
The following documents comprise the executed contract between the City of Meza, AZ and CDW Government, LLC., effective March 1, 2018:

I. Executed Contract
II. Mayor and Council Approval
III. Supplier Response
IV. Original RFP
Dec. 13, 2022
Item #6 Page 12 of 61

OFFICE OF THE CITY CLERK

COUNCIL MINUTES

February 5, 2018

The City Council of the City of Mesa met in a Regular Council Meeting in the Council Chambers, 57 East 1st Street, on February 5, 2018 at 5:45 p.m.

COUNCIL PRESENT COUNCIL ABSENT OFFICERS PRESENT

John Giles
David Luna
Mark Freeman
Christopher Glover
Francisco Heredia
Kevin Thompson
Jeremy Whittaker

None

Christopher Brady
Dee Ann Mickelsen
Jim Smith
Mayor’s Welcome.

Invocation by Pastor Ben Diaz with Palabra de Vida (Word of Life).

Pledge of Allegiance was led by Councilmember Thompson.

Awards, Recognitions and Announcements.

There were no awards, recognitions or announcements.

1. Take action on all consent agenda items
.

All items listed with an aster isk (*) will be considered as a group by the City Council and will be enacted with one motion. There will be no separate discussion of these items unless a Councilmember or citizen requests, in which event the item will be removed from the consent agenda and considered as a separate item. If a citizen wants an item removed from the consent agenda, a blue card must be completed and given to the City Clerk prior to the Council’s vote on the consent agenda.

It was moved by Councilmember Thompson , seconded by Councilmember Glover , that the consent agenda items be approved.

Carried unanimously.

*2. Approval of minutes from previous meetings as written.

Minutes from the January 8, 11, and 22, 2018 Council meetings.

Dec. 13, 2022
Item #6 Page 13 of 61
~
mesa •az
Regular Council Meeting
February 5, 2018

3. Take action on the following liquor license applications:

*3-a. It Ain’t Chemo

This is a one -day event to be held on Saturday, February 10, 2018 from 9:00 A.M. to 9:00 P.M. at Riverview Park, 2100 West Rio Salado Parkway. (District 1)

*3-b.

AMC Superstition East 12

A multi- screen cinema is requesting a new Series 6 Bar License for American Multi- Cinema Inc., 1935 South Signal Butte Road - Andrea Dahlman Lewkowitz, agent. There is no existing license at this location. (District 6)

*3-c. ATL Wings

A restaurant that serves lunch and dinner is requesting a new Series 12 Restaurant License for Stapley Wings LLC, 1455 South Stapley Drive, Suites 22- 24 - Andrea Dahlman Lewkowitz, agent. The existing license held by Mark Killian, sole proprietor, will revert to the State. (District 4)

*3-d.

Elgin Distillery

This is a one-day craft distillery festival to be held on Saturday, March 3, 2018 from 9:00 A.M. to 4:00 P.M. at Sunland Village, 4601 East Dolphin Avenue. (District 2)

*3-e.

Village of Elgin Winery

This is a one- day wine festival event to be held on Saturday, March 3, 2018 from 9:00 A.M. to 4:00 P.M. at Sunland Village, 4601 East Dolphin Avenue. (District 2)

4. Take action on the following off-track betting license application:

*4-a.

Turf Paradise, TP Racing LLLP

New Off-Track Betting License for Turf Paradise, TP Racing LLLP to telecast at Moose & Bear, located at 118 East McKellips Road, Suite 103, TB Concepts LLC. Applicant:

Vincent Acri Francia. (District 1)

5. Take action on the following contracts:

*5-a. One-Year Renewal to the Term Contract for Executive Physicals for Citywide Departments as requested by the Human Resources Department. (Citywide)

This contract provides annual physicals for the City’s executive staff as a means of maintaining optimum health. There are approximately 65- 70 positions eligible to participate in this program.

The Human Resources Department and Purchasing recommend authorizing the renewal contract with Banner Occupational Health Clinics, at $88,500, based on estimated usage.

Dec. 13, 2022
Item #6 Page 14 of 61
Regular Council Meeting
February 5, 2018

*5-b. One-Year Renewal to the Term Contract for Deceased Animal Collection Services for the Community Services Department. (Citywide)

This contract provides a vendor to collect and dispose of deceased animals up to 150 pounds that are reported within the City. The contractor is responsible for the proper disposal by cremation or other means in accordance with the standards and methods approved by the Maricopa County Health Department.

The Community Services Department and Purchasing recommend authorizing the renewal contract with APM/Couts Enterprises, Inc., dba Arizona Pet Mortuary, at $54,000, based on estimated usage.

*5-c. Purchase of One Replacement Fire Apparatus, an Air Light/Rehab Unit, for the Fire and Medical Department (Sole Source). (Citywide)

The apparatus being replaced has met established replacement criteria and will be sold by a sealed bid process or traded -in as part of the City's fire apparatus purchase agreement with Pierce Manufacturing. In addition, Fire and Medical will trade-in two units to further offset the price for the Air/Light Rehab unit.

The Fire and Medical Department and Purchasing recommend authorizing the purchase using the City’s five-year purchase agreement with Pierce Manufacturing Inc., through their designated local dealer, Hughes Fire Equipment Inc., at $502,264.75. This purchase is funded by the Capital -General Fund and authorized 2013 Public Safety Bonds.

*5-d. Three-Year Term Contract for Landscape Maintenance Services for Parks, Retention Basins and Sports Fields - Zones 1, 2, 3 and 4 for the Parks, Recreation and Community Facilities Department (PRCF). (Citywide)

These contracts provide landscape maintenance services for sports fields, parkways, medians, parks, retention basins or grounds adjacent to City facilities. The City has divided the landscaping into geographic areas known as Zones 1, 2, 3 and 4. PRCF has done an analysis to bring the work under this contract in- house and, at this time, contracting continues to be in the best financial interest of the City.

The evaluation committee recommends awarding the contract to the highest-scored proposal from Mariposa Landscape Arizona, Inc.; Zone 1, at $1,435,319.57 annually; Zone 2, at $959,183.45 annually; Zone 3, at $974,364.20 annually; and Zone 4, at $1,221,738.22 annually; based on estimated usage.

*5-e. Three-Year Term Contract for Plumbing Services for the Parks, Recreation and Community Facilities Department. (Citywide)

This contract will establish a list of pre -qualified plumbing contractors to perform plumbing services on various City facilities/projects on an as-needed basis.

The evaluation committee recommends awarding the contract to the four, highest-scored proposals from Mesa Energy Systems Inc.; RKS Plumbing and Mechanical Inc.; Sun Mechanical Inc.; and W.D. Manor Mechanical Contractors, Inc.; cumulatively not to exceed $100,000 annually, based on estimated usage.

Dec. 13, 2022
Item #6 Page 15 of 61
Regular Council Meeting
February 5, 2018

*5-f. Purchase of Furniture for the Main Library as requested by the Library Services Department. (Citywide)

This purchase will provide seating and tables for two new rooms at the Main Library, Teen Room and ThinkSpot. The Library worked with several vendors utilizing cooperative contracts specifying their needs and goals with this project.

The Library Services Department and Purchasing recommend authorizing the purchase using the Northern Arizona University cooperative contract with Atmosphere Commercial Interiors, at $50,876.25.

*5-g. Five-Year Term Contract with CDW Government, LLC and SHI International Corp. for Information Technology Solutions and Services for Various Departments throughout the City. (Citywide)

This contract will provide the City and participating agencies a full range of information technology solution products and services to meet varying requirements of governmental agencies. The scope of products and services available under these contracts include standard business and high- end workstations; laptop and notebook computers; network equipment; computer and network products and peripherals; monitors; various cloud, consulting, and technical support services; financing; various software products; and the contractors' comprehensive product offering.

Mesa, as the lead agency, has partnered with the National Intergovernmental Purchasing Alliance Company (National IPA) to lead this contract. The contract will be available to over 45,000 public agencies nationally. While no minimum volume is guaranteed to the suppliers, the estimated annual volume of IT Solutions purchased under this master agreement is approximately $500 million per year. The City will receive rebates annually for administering and awarding this contract.

A committee representing the Police, and Information Technology Departments, City Manager’s Office, Police- Information Technology, National IPA and Purchasing evaluated responses. The evaluation committee recommends awarding the contract to the highest-scored proposals from CDW Government, LLC and SHI International Corp., at $3,100,000 annually, based on estimated usage.

*5-h. One-Year Term Contract for Electrical and Lighting Supplies for the Materials and Supply Warehouse (for Citywide Departments). (Citywide)

Multiple departments use this Citywide contract for their miscellaneous electrical equipment and supplies.

The Business Services Department and Purchasing rec ommend authorizing the purchase using the State of Arizona cooperative contract with Border States Industries, Inc., at $100,000, based on estimated usage.

*5-i. Re-Award the Three- Year Term Contract for Microfilm Conversion Services for the Police Department. (Citywide)

This contract will provide services to convert Police Department data from microfilm to digital media. Police, Records Division use microfilm that is becoming worn and damaged. The previous vendor is unable to satisfactorily fulfill the contract requirements.

Dec. 13, 2022
Item #6 Page 16 of 61
Regular Council Meeting
February 5, 2018

The Police Department and Purchasing recommend re- awarding the contract to the second highest scored proposal, ICM Conversions, at $400,000 annually, based on estimated usage.

*5-j. Purchase of Falcon District Brand Signage as requested by the Economic Development Department. (Citywide)

Continuing to build awareness and to promote the Falcon Field Economic Activity Area, this purchase for the Falcon District signage includes the installation of two branded monument signs to be located on Greenfield and Higley Roads, south of the 202.

Additionally, the City will install utility and transit signal box wraps and will mount branded banners promoting aerospace, technology, and manufacturing on light poles around the airport.

The Economic Development Department and Purchasing recommend authorizing the purchase using the City of Peoria cooperative contract with YESCO Phoenix, at $146,670.49. This purchase is funded by Local Streets Sales Tax.

*5-k. Purchase of Three Replacement Rollback Trailers for the Transportation Department. (Citywide)

These trailers will replace three aging equipment trailers that are at the end of their service life. The trailers will meet the needs and safety requirements for transporting the large equipment required to perform street and right-of-way maintenance.

The Transportation Department and Purchasing recommend authorizing the purchase using the National Joint Powers Alliance contract with Empire Southwest (a Mesa business), at $176,764.77. This purchase is funded by Local Streets Sales Tax.

*5-l. One-Year Renewal to the Term Contract for Radio- Based Endpoint Encoders (for Water Meter Reading) for the Water Resources Department. (Citywide)

This contract provides Itron radio -based endpoint encoders and accessories purchased directly from Itron, Inc., the manufacturer. The endpoint stores 40 days of hourly reads to ensure data integrity and offers advanced customer side leak detection and reverse flow and tamper alarms. Water Utility installs approximately 540 radio-based endpoint encoders on new and existing meters annually.

The Water Resources Department and Purchasing recommend authorizing the renewal with Itron, Inc., at $100,000, based on estimated usage.

*5-m. Purchase of Water Treatment Plant Shop Tools and Equipment for the New Signal Butte Water Treatment Plant as requested by the Water Resources Department. (Citywide)

This purchase is for tools and equipment needed for the start-up and maintenance in the various shops at the new Signal Butte Water Treatment Plant.

The Water Resources Department and Purchasing recommend awarding the contract to the lowest, responsive and responsible bidders: Copper State Bolt & Nut Co. (a Mesa business); Glendale Industrial Supply, LLC, dba UNICOA Construction and Industrial Supply; Mallory Safety & Supply LLC; and W.W. Grainger, Inc.; cumulatively not to exceed $153,000, based on estimated usage.

Dec. 13, 2022
Item #6 Page 17 of 61
Regular Council Meeting
February 5, 2018

*5-n. One-Year Renewal to the Term Contract for Fire Hydrant Water Meters for the Water Resources Department. (Citywide)

This contract provides 3” fire hydrant water meters to accurately measure construction water use of fire hydrants. The meters are installed by Water Utility staff to serve contractors and other customers needing to connect to City fire hydrants for tempora ry construction water service and dust control purposes.

The Water Resources Department and Purchasing recommend authorizing the renewal with Badger Meter Inc., dba National Meter Automation, at $35,000, based on estimated usage.

*5-o. Greenfield Water Reclamation Plant (GWRP), Phase III Expansion Guaranteed Maximum Price (GMP) No. 2. (Citywide)

The City of Mesa, Town of Gilbert, and Town of Queen Creek seek to provide an additional 14 million gallons per day annual average day flow of liquids and solids treatment capacity at the existing GWRP, complete with the required infrastructure, technology, and environmental features to ensure a reliable, efficient, and expanded plant to meet the current and future demands.

Staff recommends awarding the contract for the completion of this project to McCarthy Building Companies in the amount of $120,302,333 and authorize a change order allowance $6,015,117 (5%) for a total project amount of $126,317,450. This project is funded by the Greenfield Water Reclamation Plant Joint Venture Fund, with contributions coming from its members based on usage. Mesa’s portion of this GMP is $72,229,521 and is funded by 2014 authorized Wastewater Bonds.

*5-p. Sewer Pipe and Manhole Rehabilitation: Mesa Drive, Millet Avenue, Horne, and 6th Avenue. (District 4)

The existing sanitary sewer lines covered by this project were built during the 1950’s and 1960’s. The age of these pipes greatly increases their risk of failure and emergency repairs. This method of construction can be completed while leaving the pipe in place and without excavation. Similarly, the sewer manholes will be cleaned, repaired, and coated in place. Only the concrete adjustment rings will be removed and replaced.

Staff recommends awarding the contract for this pr oject to the lowest, responsible bidder, B and F Contracting, Inc, in the amount of $1,394,294.67, and authorize a change order allowance in the amount of $139,430 (10%), for a total amount of $1,533,724.67. Funding for this project is available from the 2014 Wastewater Bond Program.

*5-q. Sidewalks at Railroad Crossing on Alma School. (Districts 3 and 4)

To continue to meet current railroad approach and clearance standards at the Alma School Road railroad crossing, additional safety improvements will need to be made.

The project improvements for roadway and sidewalk approach at this location will facilitate greater public safety and needed clearances from railroad signals along with a smoother roadway crossing of the Union Pacific Railroad track. Mesa will participate in the federally-funded Railway-Highway Grade Crossing Program, and will be responsible Dec. 13, 2022
Item #6 Page 18 of 61
Regular Council Meeting
February 5, 2018

for adjusting the existing concrete sidewalks around the proposed cantilevers and gates, and installing concrete medians.

This project was previously awarded by Council on July 10, 2017, however, the previously selected contractor could not comply with the federal requirements and the project was released for bid a second time.

Staff recommends awarding the contract to the lowest, responsible bidder, AJP Electric, in the amount of $149,494, plus an additional $14,949 (10%) as a change order allowance, for a total amount of $164,443. Funding is available from the Local Streets Sales Tax, of which 94.3% will be reimbursed by Arizona Department of Transporta tion (Federal) Grant under the Railway-Highway Grade Crossing.

6. Take action on the following resolutions
:

*6-a. Approving and authorizing the City Manager to submit the Second Substantial Amendment to the Fiscal Year 2017/2018 Annual Action Plan to the U.S. Department of Housing and Urban Development related to the allocation of funding obtained under the Community Development Block Grant (CDBG) program. This Amendment will allow for reallocation of $600,000 in CDBG funds from the Senior Center Renovation Project (247 North Macdonald) to the Eagles Park Project (828 East Broadway Road). (District 4) – Resolution No. 11088.

*6-b. Approving and authorizing the City Manager to enter into a Grant Agreement with the Arizona Department of Public Safety to accept $1,335,284 in Victims of Crime Act (VOCA) grant funds. The finding will be used for salaries and expenses for the Mesa Prosecutors Office, Victim Services Unit for a three-year period. (Citywide) – Resolution No. 11089.

*6-c. Approving and authorizing the City Manager to enter into a Lease Agreement with New Cingular Wireless PCS for a cellular site on a portion of 5950 East Virginia Street, also known as Mesa Fire Station 214. (District 5) – Resolution No. 11090.

*6-d. Approving and authorizing the City Manager to enter into a Development Agreement for City-Share Reimbursement with PPGN -Ray, LLLP, for the reimbursement of $100,568 for regional street and street lighting improvements that are being required by the City in conjunction with a proposed residential development known as Crismon Road at PPGN, located at 5461 South Ellsworth Road. (District 6) – Resolution No. 11091.

*6-e. Approving and authorizing the City Manager to enter into an Intergovernmental Agreement with the Maricopa County, Department of Transportation for the pavement rehabilitation of Adobe Road from Higley Road to Recker Road. The City will contribute an estimated $54,417 for the portion of the project that is within City boundaries that will be funded from the 2013 Streets Bond Program. (District 5) – Resolution No. 11092.

*6-f. Approving and authorizing the City Manager to enter into First Amendments to the Development Agreement, Ground and Air Lease, and License Agreement with 3W Management, LLC, to facilitate the development of, and job creation and retention at, the City-owned property generally located at the southwest corner of Main Street and South Pomeroy and 34 South Pomeroy, which is the development commonly known as The GRID. (District 4) – Resolution No. 11093.

Dec. 13, 2022
Item #6 Page 19 of 61
Regular Council Meeting
February 5, 2018

7. Introduction of the following ordinance and setting February 26, 2018 as the date of the public hearing on this ordinance:

*7-a. ZON17-00323 (District 5) The 8800 to 8900 blocks of East Main Street (south side).

Located west of Red Mountain Freeway on the south side of Main Street (16.4± acres).

Rezoning from RS-43 and GC to GC-PAD; and Site Plan Review. This request will allow for the development of an RV dealership and storage facility. Jeff Welker, Welker Development Resources, applicant; Roger D. Overson, owner.

Staff Recommendation
: Approval with conditions

P&Z Board Recommendation: Approval with conditions (Vote: 6-0)

8. Discuss, receive public comment, and take action on the following ordinances:

*8-a. ZON17-00309 (District 2) The 5200 block of East Inverness Avenue (south side).

Located east of Higley Road south of the US60 Freeway (1.9 ± acres). Rezoning from RM-3-PAD to LC; and Site Plan Review. This request will allow for the development of a commercial building. John Schoenauer, HD Management, applicant; Sevilla, LLC, owner. – Ordinance No. 5419.

Staff Recommendation
: Approval with conditions

P&Z Board Recommendation: Approval with conditions (Vote: 7-0)

*8-b. ZON17-00283 (District 6) The 7100 to 7300 blocks of East Ray Road (north side).

Located east of Power Road on the north side of Ray Road (56.0± acres). Rezone from LI-AF to LI -AF-PAD. This request will allow for the development of an industrial subdivision. Omar Cervantes, XCL Engineering, LLC, applicant; Phx -Mesa Gateway Airport 193, LLC, owner. – Ordinance No. 5420.

Staff Recommendation
: Approval with conditions

P&Z Board Recommendation: Approval with conditions (Vote: 7-0)

*8-c. ZON17-00432 (District 3) The 800 and 900 blocks of West Southern Avenue (south side), the 1200 and 1300 blocks of South Extension Road (west side), and the 800 and 900 blocks of West Grove Avenue (north side). Located at the southwest corner of Southern Avenue and Extension Road (19.3 ± acres). PAD Amendment; Site Plan Modification. This request will allow the development of a new multiple- residence building in an existing multiple- residence complex. Reese Anderson, Pew and Lake, PLC, applicant; Edward B. Frankel, Trustee of the Frankel Family Trust, owner. – Ordinance No. 5421.

Staff Recommendation
: Approval with conditions

P&Z Board Recommendation: Approval with conditions (Vote: 7-0)

9. Take action on the following subdivision plat:

*9-a. "Allred Ranch" (District 2) The 2900 to 3100 blocks of East Southern Avenue (north side), and t he 900 to 1200 blocks of South Los Alamos (west side). Located east of Dec. 13, 2022
Item #6 Page 20 of 61
Dec. 13, 2022
Item #6 Page 21 of 61
Regular Council Meeting
February 5, 2018
Page9
Lindsay Road on the north side of Southern Avenue. 108 RSL-4.5 PAD lots (25± acres).

KB Home Phoenix, Inc., developer; Dan Auxier, EPS Group, engineer.

Items not on the Consent Agenda

10. Items from citizens present.

There were no items from citizens present.

11. Adjournment.

Without objection, the Regular Council Meeting adjourned at 5:57 p.m.

ATTEST:
~~

DEE ANN MICKELSEN, CITY CLERK
I hereby certify that the foregoing minutes are a true and correct copy of the minutes of the Regular Council Meeting of the City Council of Mesa, Arizona, held on the 5th day of February, 2018. I further certify that the meeting was duly called and held and that a quorum was present.
~

DEE ANN MICKELSEN, CITY CLERK
js

AGREEMENT PURSUANT TO SOLICITATION

CITY OF MESA AGREEMENT NUMBER 2018011

INFORMATION TECHNOLOGY SOLUTIONS & SERVICES

CITY OF MESA, Arizona (“City”)
Department Name City of Mesa – Purchasing Division
Mailing Address P.O. Box 1466
Mesa, AZ 85211-1466
Delivery Address 20 East Main St, Suite 400
Mesa, AZ 85201
Attention Sharon Brause, CPPO, CPPB, CPCP
Senior Procurement Officer
E-Mail [email protected]
Phone (480) 644-2815
Fax (480) 644-2655

AND

CDW GOVERNMENT LLC, (“Contractor”)
Mailing Address 230 N. Milwaukee Ave
Vernon Hills, IL 60061-9740
Remit Address 75 Remittance Dr, Suite #1515
Chicago, IL 60675-1515
Attention Jumana Dihu, Program Manager
E-Mail [email protected]
Phone (312) 547-2495
Fax (312) 705-9437
Website www.cdwg.com

Dec. 13, 2022
Item #6 Page 22 of 61
~
mesa -az

CITY OF MESA AGREEMENT PURSUANT TO SOLICITATION

This Agreement pursuant to solicitation (“ Agreement”) is entered into this 28 th day of February, 2018, by and between the City of Mesa, Arizona, an Arizona municipal corporation (“ City”), and CDW GOVERNMENT LLC, an Illinois limited liability company (“Contractor”). The City and Contractor are each a “Party” to the Agreement or together are “Parties” to the Agreement.

RECITALS

A. The City issued solicitation number 2018011 (“Solicitation”) for INFORMATION TECHNOLOGY SOLUTIONS & SERVICES, to which Contractor provided a response (“Response”); and

B. The City Selected Contractor’s Response as being in the best interest of the City and wishes to engage Contractor in providing the services/materials described in the Solicitation and Response.

In consideration of the reciprocal promises contained in the Agreement, and for other valuable and good consideration, which the Parties acknowledge the receipt and sufficiency of, the Parties agree to the following Terms & Conditions.

TERMS & CONDITIONS

1. Term. This Agreement is for a term beginning on March 1, 2018 and ending on February 28, 2023.

The use of the word “ Term” in the Agreement includes the aforementioned period as well as any applicable extensions or renewals in accordance with this Section 1.

1.1 Renewals. On the mutual written agreement of the Parties, the Term may be renewed up to a maximum of two (2), one (1) year periods. Any renewal(s) will be a continuation of the same terms and conditions as in effect immediately prior to the expiration of the then - current term.

1.2 Extension for Procurement Processes . Upon the expiration of the Term of this Agreement, including any renewals permitted herein, at the City’s sole discretion this Agreement may be extended on a month-to-month basis for a maximum of six (6) months to allow for the City’s procurement processes in the selection of a Contractor to provide the services/materials provided under this Agreement. The City will notify the Contractor in writing of its intent to extend the Agreement at least thirty (30) calendar days prior to the expiration of the Te rm. Any extension under this Subsection 1.2 will be a continuation of the same terms and conditions as in effect immediately prior to the expiration of the then - current term.

1.3 Delivery. Delivery shall be made to the location(s) contained in the Scope of W ork within thirty (30) days after receipt of an order. Title to Products and risk of loss or damage during shipment pass from Contractor to City upon delivery to the destination specified on the applicable purchase order (F.O.B. Destination, freight prepa id and allowed). Contractor agrees to deliver all products to be delivered F.O.B. destination, freight pre -paid and allowed to various locations throughout the City. In many cases within the City, the Contractor may be asked to deliver all products to the front counter within a given department. For special orders, the Parties agree to negotiate in good faith an alternative delivery date when necessary. Notwithstanding the foregoing, title to software will remain with the applicable licensor(s), and the City's rights therein are contained in the license agreement between such licensor(s) and the City.

2. Scope of Work . The Contractor will provide the necessary staff, services and associated resources to provide the City with the services, materials, and obligations attached to this Agreement as Exhibit A (“Scope of Work”) Contractor will be responsible for all costs and expenses incurred by Contractor that are incident to the performance of the Scope of Work unless otherwise Dec. 13, 2022
Item #6 Page 23 of 61

stated in Exhibit A. Contractor will supply all equipment and instrumentalities necessary to perform the Scope of Work. If set forth in Exhibit A , the City will provide Contractor’s personnel with adequate workspace and such other related facilities as may be required by Contractor to carry out the Scope of Work.

The Agreement is based on the Solicitation and Response which are hereby incorporated by reference into the Agreement as if written out and included herein. In addition to the requirements specifically set forth in the Scope of Work, the Parties acknowledge and agree that the Parties shall perform in accordance with all terms, conditions, specifications and other requirements set forth within the Solicitation and Response unless modified herein.

3. Orders. Orders must be placed with the Contractor by either a: (i) Purchase Order when for a one- time purchase; (ii) procurement card ; (iii) Delivery Order or Blanket Purchase Order for a requirements contract where multiple as -needed orders will be placed with the Con tractor; (iv) Executed Statement of Work (SOW); or (v) Executed Cloud Service Order (CSO) Form. The City may use the Internet to communicate with Contractor and to place orders as permitted under this Agreement. Unless explicitly stated in a separate writing executed by the Parties, t he terms and conditions on any order form, quote, or similar document provided by Contractor to the City will not take precedence over the language set forth in this Agreement or any of the documents outlined in Section 4 below.

4. Document Order of Precedence . In the event of any inconsistency between the terms of the body of the Agreement, Exhibits, Solicitation, and Response, the language of the documents will control in the following order.

a. Amendments to the Agreement
b. Agreement
c. Exhibits

1. Mesa Standard Terms & Conditions (Exhibit C)

2. Pricing (Exhibit B)

3. Scope of Work (Exhibit A)

4. Other Exhibits not listed above
d. Solicitation including any addenda
e. Contractor’s Response

5. Payment. Subject to the provisions of the Agreement, the City will pay Contractor the sum(s) described in Exhibit B (“Pricing”) in consideration of Contractor’s performance of the Scope of Work during the Term.

6. Pricing. Contractor’s pricing shall be in the format of a minimum percentage discount off a verifiable price index. Contractor may submit discounts for various manufacturers. At the time of purchase, Contractor may offer deeper discounts beyond the discounted price list, based on volume or other factors, as applicable. Minimum discounts will remain firm during the entirety of the Term of the Agreement, unless the Contractor requests to increase its discount percentage, and Pricing will include all charges that may be incurred in fulfilling requireme nt(s). In addition to decreasing prices for the balance of the Term due to a change in market conditions, a Contractor may conduct sales promotions involving price reductions for a specified lesser period. In the event a product is discontinued, Contractor will provide a product of the same or greater functionality, utilizing the discount structure.

It is the Contractor’s responsibility to provide the City with an up -to-date price list for the duration of the Agreement.

6.1 Prices. All pricing discounts shall be firm for the Term and all extensions or renewals of the Term except where otherwise provided in this Agreement, and will include all costs of the Contractor providing the materials/service including transportation, insurance and Dec. 13, 2022
Item #6 Page 24 of 61

warranty costs. No fuel surcharges will be accepted unless allowed in this Agreement.

The City shall not be invoiced at prices higher than those stated in the Agreement.

No price modifications will be accepted without proper request by the Contractor and response by the City’s Purchasing Division.

6.2 Price Adjustment. Any requests for reasonable price adjustments must be submitted in accordance with this Section. Requests for adjustment in cost of labor and/or materials must be supported by appropriate documentation. There is no guarantee the City will accept a price adjustment ; therefore, Contractor should be prepared for the Pricing to be firm over the Term of the Agreement. The City is only willing to entertain price adjustments based on an increase to Contractor’s actual expenses or other reasonable adjustment in providing the services/materials under the Agreement. If the City agrees to the adjusted price terms, the City shall issue written approval of the change.

During the sixty (60) day period prior to the expiration of the then-current term date of the Agreement, the Contractor may submit a written request to the City to allow an increase to the prices in an amount not to exceed the twelve (12) month change in the Consumer Price Index for All Urban Consumer s (CPI-U), US City Average, All Items, Not Seasonally Adjusted as published by the U.S. Department of Labor, Bureau of Labor Statistics ( http://www.bls.gov/cpi/home.htm). The City shall review t he request for adjustment and respond in writing; such response and approval shall not be unreasonably withheld.

6.3 Renewal and Extension Pricing . Any extension of the Agreement will be at the same pricing as the initial term. If the Agreement is renewed in accordance with Section 1, pricing may be adjusted for amounts other than inflation that represent actual costs to the Contractor based on the mutual agreement of the Parties. Contractor may submit a request for a price adjustment along with appropriate supporting documentation demonstrating the cost to the Contractor. Renewal prices shall be firm for the term of the renewal period and may be adjusted thereafter as outlined in the Subsection 6.2. There is no guarantee the City will accept a price adjustment.

6.4 Invoices. Payment will be made to Contractor following the City’s receipt of a properly completed invoice. Any issues regarding billing or invoicing must be directed to the City Department/Division requesting the service or material from the Contractor. A prop erly completed invoice should contain, at a minimum, all of the following:

a. Contractor name, address, and contact information;
b. City billing information;
c. City contract number as listed on the first page of the Agreement; d. Invoice number and date;
e. Payment terms;
f. Date of service or delivery;
g. Description of materials or services provided;
h. If materials provided, the quantity delivered and pricing of each unit; i. Applicable taxes; and
j. Total amount due.

6.5 Payment of Funds . Contractor acknowledges the City may, at i ts option and where available use a Procurement Card/e -Payables to make payment for orders under the Agreement; otherwise, payment will be th rough a traditional method of a check or Electronic Funds Transfer (EFT) as available.

Dec. 13, 2022
Item #6 Page 25 of 61

6.6 Disallowed Costs, Overpayment. If at any time the City determines that a cost for which payment was made to Contractor is a disallowed cost, such as an overpayment or a charge for materials/service not in accordance with the Agreement, the City will notify Contractor in writing of the disallowance; such notice will state the means of correction which may be, but is not limited to, adjustment of any future claim/invoice submitted by Contractor in the amount of the disallowance or to require repayment of the disallowed amount by Contractor. Contractor will be provided with the opportunity to respond to the notice.

7. Insurance.

7.1 Contractor must obtain and maintain at its expense throughout the Term of the Agreement, at a minimum, the types and amounts of insurance set forth in this Section 7 from insurance companies authorized to do business in the State of Arizona; the insurance must cover the materials/service to be provided by Contractor under the Ag reement. For any insurance required under the Agreement, Contractor will name the City of Mesa, its agents, representatives, officials, volunteers, officers, elected officials, and employees as additional insured, as evidenced by providing either an addit ional insured endorsement or proper insurance policy excerpts.

7.2 Nothing in this Section 7 limits Contractor’s responsibility to the City. The insurance requirements herein are minimum requirements for the Agreement and in no way limit any indemnity promise(s) contained in the Agreement.

7.3 The City does not warrant the minimum limits contained herein are sufficient to protect Contractor and subcontractor(s) from liabilities that might arise out of performance under the Agreement by Contractor, its agents, representatives, employees, or subcontractor(s).

Contractor is encouraged to purchase additional insurance as Contractor determines may be necessary.

7.4 Each insurance policy required under the Agreement must be in effect at or prior to the execution of the Agreement and remain in effect for the Term of the Agreement.

7.5 Prior to the execution of the Agreement, Contractor will provide the City with a Certificate of Insurance (using an appropriate “ACORD” or equivalent certificate) signed by the issuer with applicable endorsements. The City reserves the right to request additional copies of any or all of the policies, endorsements, or notices relating thereto required under the Agreement.

7.6 When the City requires a Certificate of Insurance to be furnished, Cont ractor's insurance is primary of all other sources available. When the City is a certificate holder and/or an additional insured, Contractor agrees no policy will expire, be canceled, or be materially changed to affect the coverage available without advance written notice to the City.

7.7 The policies required by the Agreement must contain a waiver of transfer rights of recovery (waiver of subrogation) against the City, its agents, representatives, officials, volunteers, officers, elected officials, and emplo yees for any claims arising out of the work of Contractor.

7.8 All insurance certificates and applicable endorsements are subject to review and approval by the City's Risk Management Division.

7.9 Types and Amounts of Insurance . Contractor must obtain and retai n throughout the term of the Agreement, at a minimum, the following:

7.9.1 Worker’s compensation insurance in accordance with the provisions of Arizona law. If Contractor operates with no employees, Contractor must provide the City Dec. 13, 2022
Item #6 Page 26 of 61

with written proof Contractor has no employees. If employees are hired during the course of this Agreement, Contractor must procure worker’s compensations in accordance with Arizona law.

7.9.2 The Contractor shall maintain at all times during the term of this contract, a minimum amount of $1 million per occurrence/$2 million aggregate Commercial General Liability insurance, including Contractual Liability. For Commercial General Liability insurance, the City of Mesa, their agents, officials, volunteers, officers, elected officials or employees shall be named as additional insured, as evidenced by providing an additional insured endorsement.

7.9.3 Automobile liability, bodily injury and property damage with a limit of $1 million per occurrence including owned, hired and non-owned autos.

8. Requirements Contract. Contractor acknowledges and agrees the Agreement is a requirements contract; the Agreement does not guarantee any purchases will be made (minimum or maximum).

Orders will only be placed when the City identifies a need and issues a purchase order or a written notice to proceed. The City reserves the right to cancel purchase orders or a notice to proceed within three (3) business days of issuance; any such cancellation will be in writing. Should a purchase order or notice to proceed be canceled, the City agrees to reimburse Contractor for any actual and documented costs incurred by Contractor. The City will not reimburse Contractor for any avoidable costs incurred after receipt of cancellation including, but not limited to, lost profits, shipment of materials, or performance of services. The City reserves the right to purchase contracted items through other sources if determined in the best interests of the City to do so.

9. Notices. All notices to be given pursuant to the Agreement will be delivered to the Contractor at the address listed on Page 1 of this Agreement. Notice will be delivered pursuant to the requirements set forth the Mesa Standard Terms and Conditions that are attached to the Agreement as Exhibit C.

10. Representations of Contractor. To the best of Contractor’s knowledge, Contractor agrees that:

a. Contractor has no obligations, legal or otherwise, inconsistent with the terms of the Agreement or with Contractor’s undertaking of the relationship with the City;

b. Performance of the services called for by the Agreement do not and will not violate any applicable law, rule, regulation, or any proprietary or other right of any third party;

c. Contractor will not use in the performance of Contractor’s responsibilities under the Agreement any proprietary information or trade secret of a former employer of its employees (other than City, if applicable); and

d. Contractor has not entered into and wi ll not enter into any agreement, whether oral or written, in conflict with the Agreement.

11. Mesa Standard Terms and Conditions. Exhibit C to the Agreement is the Mesa Standard Terms and Conditions as modified by the Parties, which are incorporated by reference into the Agreement as though fully set forth herein. In the event of any inconsistency between the terms of the Agreement and the Mesa Standard Terms and Conditions, the language of the Agreement will control. The Parties or a Party are referred to as a “party” or “parties” in the Mesa Standard Terms and Conditions. The Term is referred to as the “term” in the Mesa Standard Terms and Conditions.

12. Counterparts and Facsimile or Electronic Signatures. This Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original and all of which, taken together, will constitute one agreement. A facsimile or other electronically delivered signature to the Dec. 13, 2022
Item #6 Page 27 of 61
Dec. 13, 2022
Item #6 Page 28 of 61

13. 14.

15. 16.

Agreement will be deemed an original and binding upon the Party against whom enforcement is sought.

Incorporation of Recitals and Exhibits. All Recitals and Exhibits to the Agreement are hereby incorporated by reference into the Agreement as if written out and included herein . In the event of any inconsistency between the terms of the body of the Agreement and the Exhibits, the language of the Agreement will control.

Exhibits to this Agreement are the following:
{A) Scope of Work/ Technical Specifications
(B) Pricing
(C) Mesa Standard Terms and Conditions
Attorneys' Fees. The prevailing Party in any litigation arising out of the Agreement will be entitled to the recovery of its reasonable attorney's fees, court costs, and other litigation related costs and fees from the other Party.

Additional Acts. The Parties agree to execute promptly such other documents and to perform such other acts as may be reasonably necessary to carry out the purpose and intent of the Agreement.

Headings. The headings of the Agreement are for reference only and will not limit or define the meaning of any provision of the Agreement.

By executing below, each Party acknowledges that it understands, approves, and accepts all of the terms of the Agreement and the attached exhibits.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

CITY OF MESA, ARIZONA
Printed Name
Date
Digitally signed by
Edward Quedens
Location: City of Mesa
Business Services
Date: 2018.03.02
13:18:03 -07'00'
RE:\/11:WED ~
By: ~-u .... ::'4#--,.,
7

CDW GOVERNMENT LLC
Christina V. Rother
Printed Name
President
T itle
March 1, 2018
Date

EXHIBIT A

SCOPE OF WORK

1. MINIMUM REQUIREMENTS. Contractor must meet the following minimum qualifications:
a. A full range of information technology solution products and services to meet varying requirements of governmental agencies.
b. Have a strong national presence as a computer solutions provider. c. Have a distribution model capable of delivering products, free of charge, in a timely manner on a nationwide basis.
d. Have a demonstrated sales presence.
e. Ability to provide a toll-free telephone and state of the art electron ic facsimile and internet ordering and billing capabilities.
f. Be able to meet the minimum requirements of the cooperative purchasing program detailed herein.

2. ORDERING. Although the City is open to alternate ordering methods, the primary methods for customers placing orders with the Contractor is through the following:

a. Online
b. Telephone
c. Fax
d. Email

3. SCOPE OF PRODUCTS . Contractor will provide the ability to purchase a comprehensive, wide variety of Information Technology Solution Products including , but not limited to , the following categories:

a. Personal Computer Systems: National brand name desktop PCs, notebooks and laptops from Enterprise Tier and Middle Tier Contractors that are business related computers, manufactured by companies, such as, Apple, COMPAQ, Dell, Gateway, Hewlett Packard, IBM / Lenovo and Toshiba.

b. Standard Business Workstation : These will be used for typical tasks, which will include word processing, spreadsheet analysis, database management, business graphics, statistical analysis, internet, and other office automation activities. Product will include the operating system license, software media and documentation in the hardware shipment.

c. High End Workstation: These will be used by application developers using GIS, CASE or other high -level language development tools, Computer Aided Design and Drafting professional, Internet Application developers or other sophisticated application work.

Product will include the operating system license, software media and documentation in the hardware shipment.

d. Laptop Computer or Notebook: These will be used by traveling or remote access users for typical office automation and busine ss productivity use. With a port replicator or docking station, it may also be used as a standard desktop. Product will include the operating system license, software media and documentation in the hardware shipment.

e. Network Equipment: This includes equipment primarily used for communications over an IP network. This includes layer 2 and layer 3 switches, routers, area wireless access points, point-to-point wireless access, optics, media interfaces (i.e. serial, T1, T3, OC3) and fiber channel. Class of equipment should include home office, small and medium business, and enterprise. Contractors may include, but not limited to, Cisco Systems, Dell, Juniper Networks, HP, Extreme Networks, Enterasys Networks, D -Link, Netgear, and Brocade Communications Systems.

Dec. 13, 2022
Item #6 Page 29 of 61

EXHIBIT A

SCOPE OF WORK

f. Monitors: These will include plug and play compatible monitors that are manufactured for the above systems and/or any other brand that may be specifically called for by the ordering entity and which meet the most current UL and OSHA requirements.

g. Computer and Network Products and Peripherals : Complete availability of major manufacturers Product lines on items such as, but not limited to RAM, graphic accelerator cards, network interface cards, cables, printers, scanners, ke yboards, drives, memory cards, cables, batteries, etc.

h. Services:

i. Services means such as, consulting, technical support, trade-ins, repair, design, analysis, configuration, implementation, installation, training, and maintenance, etc. In addition, services which are related to the design, use or operation of the Products being purchased such as system configurations, testing, hardware/software installation, upgrades, imaging, etc. as described generally in this Agreement and as more particularly described in a Statement of Work or SOW (meaning a document in electronic or written form that is signed and delivered by each of the Parties for the performance of Services.
ii. Cloud Computing means third party cloud computing and storage services, where Contractor acts as a rebiller only and has no control over the delivery of the cloud computing and storage services. City acknowledges that the cloud service provider, and not Contractor, will be responsible for performance of the Cloud Services. Also, before Contractor can sell cloud computing and/or storage services from a third party to the City, City must execute an agreement governing said cloud computing and/or storage services with the third-party cloud services provider.

i. Comprehensive Product Offering: Contractor’s catalog and Services set forth in Exhibit B shall be available. The City reserves the right to accept or reject any or all items offered.

j. Financing: Options available such as lease programs and conditional sales contracts.

4. LICENSES. The City may be required to sign a separate agreement, rider or End User Licensing Agreement (“EULA”) , or such other terms as required by manufacturers , software publisher, or cloud service provider.

5. DEFECTIVE PRODUCT . All defective Products shall be replace d and exchanged by the Contractor. The cost of transportation, re -shipping or other like expenses shall be paid by the Contractor and in the case of certain, special orders, other reasonable charges may be paid by the Contractor as defined in the order or as otherwise agreed to by the Parties . All replacement Products must be received by the City within seven (7) days of initial notification , when such products are in Contractor stock; if replacement Product is not in Contractor’s stock, Contractor will use commercially reasonable efforts to order the product within one (1) business day of the initial notification from the City and will ensure product is received within seven (7) days after Contractor’s receipt of the product.

Dec. 13, 2022
Item #6 Page 30 of 61

EXHIBIT B

PRICING

Item
# Product Product / Group Discount Manufacturer Name
1) Group 1 - Systems
1) Desktops 2.10% All
2) Notebooks 2.10% All
3) Tablets 2.25% All
4) Servers
(1 Processor, 2 Processor, 4+
Processor, Blade, Tower, Unix,
Handhelds, etc.)

4.00% All
2) Group 2 - Input Devices
5) Keyboards 6.75% All
6) Mice 6.75% All
7) Imaging Scanners 3.00% All
8) POS Scanners 3.00% All
9) Pointing Devices 3.50% All
10) Bar Code Readers 4.25% All
11) Audio Input 15.00% All
12) Input Adapters 5.00% All
13) PC and Network Cameras 5.50% All
14) Input Cables 15.00% All
15) Input Accessories 6.75% All
3) Group 3 - Output Devices
16) Displays 3.50% All
17) Printers 3.00% All
18) Inkjet Printers 3.00% All
19) Inkjet Photo Printers 3.00% All
20) Laser Printers 3.00% All
21) Label Printers 4.25% All
22) Dot Matrix Printers 3.00% All
23) Multi-Function Printers 3.00% All
24) Wide Format Printers 3.00% All
25) Multi-Function Inkjet Printers 3.00% All
26) Wide Format Printers 3.00% All
27) Fax Machine Printers 3.00% All
28) Printer Accessories 3.00% All
29) Projectors 3.50% All
30) Projector Accessories 3.50% All
31) Audio Input 15.00% All
32) Video Cards 3.50% All
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33) Sound Cards 3.50% All
34) Output Accessories 6.75% All
35) Printer Consumables 3.00% All
4) Group 4 - Memory
36) Desktop 13.00% All
37) Flash 5.50% All
38) Networking 13.00% All
39) Notebook 13.00% All
40) Printer / Fax 13.00% All
41) Server 13.00% All
5) Group 5 - Storage Devices
42) Adapters Fiber Channel 5.50% All
43) Adapters FireWire / USB 5.50% All
44) Adapters IDE/ATA/SATA 5.50% All
45) Adapters RAID 5.50% All
46) Adapters SCSI 5.50% All
47) Bridges & Routers 5.50% All
48) Disk Arrays 5.50% All
49) Disk Arrays JBOD 5.50% All
50) Drives Magneto-Optical 5.50% All
51) Drives Removable Disks 5.50% All
52) Fiber Channel Switches 5.50% All
53) Hard Disks - External 5.50% All
54) Hard Disks - Fiber Channel 5.50% All
55) Hard Disks - IDE/ATA/S 5.50% All
56) Hard Disks - Notebook 5.50% All
57) Hard Disks - SCSI 5.50% All
58) Networking Accessories 5.50% All
59) Optical Drives - CD-ROM 5.50% All
60) Optical Drives - CD-RW 5.50% All
61) Optical Drives - DVD-CD 5.50% All
62) Optical Drives - DVD-RW 5.50% All
63) Storage Accessories 5.00% All
64) Storage - NAS 5.00% All
65) Storage - SAN 5.00% All
66) Tape Autoloaders -AIT 5.00% All
67) Tape Autoloaders - DAT 5.00% All
68) Tape Autoloaders - DLT 5.00% All
69) Tape Autoloaders - LTO 5.00% All
70) Tape Drives - 4mm 5.00% All
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71) Tape Drives - 8mm/VXA 5.00% All
72) Tape Drives - AIT 5.00% All
73) Tape Drives - DAT 5.00% All
74) Tape Drives - DLT 5.00% All
75) Tape Drives - LTO/Ultrium 5.00% All
76) Tape Drives SDLT 5.00% All
77) Tape Drives - Travan 5.00% All
6) Group 6 - Network
Equipment
78) 10/100 Hubs & Switches 5.50% All
79) Bridges & Routers 5.50% All
80) Gigabit Hubs & Switches 5.50% All
81) Concentrators & Multiplexers 5.50% All
82) Hardware Firewalls 5.50% All
83) Intrusion Detection 5.50% All
84) KVM 4.00% All
85) Modems 5.50% All
86) Network Test Equipment 5.50% All
87) Network Adapters 5.50% All
88) Network Cables 15.00% All
89) Network Accessories 5.50% All
90) Repeaters & Transceivers 5.50% All
91) Wireless LAN Accessories 5.50% All
92) Token Authentication 5.50% All
93) 10G Fiber Optic Transceivers 5.50% All
94) 1G Fiber Optic Transceivers 5.50% All
7) Group 7 - Software
95) Licensing Packages
(e.g. Microsoft)

4.00% All
96) Licensing Backup 4.00% All
97) Licensing Barcode/OC 4.00% All
98) Licensing Business Application 4.00% All
99) Licensing CAD/CAM 4.00% All
100) Licensing - Cloning 4.00% All
101) Licensing - Computer Services 4.00% All
102) Licensee - Database 4.00% All
103) Licensing - Development 4.00% All
104) Licensing - Entertainment 4.00% All
105) Licensing - Financial 4.00% All
106) Licensing - Flow Chart 4.00% All
107) Licensing - Graphic Design 4.00% All
108) Licensing - Handheld 4.00% All
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109) Licensing - Network OS 4.00% All
110) Licensing - OS 4.00% All
111) Licensing - Personal Organization 4.00% All
112) Licensing - Presentation 4.00% All
113) Licensing - Reference 4.00% All
114) Licensing - Report Analysis 4.00% All
115) Licensing - Spreadsheet 4.00% All
116) Licensing - Utilities 4.00% All
117) Licensing - Warranties 4.00% All
118) Licensing - Web Development 4.00% All
119) Licensing - Word Processing 4.00% All
120) Software - Backup 4.00% All
121) Software - Barcode / OCR 4.00% All
122) Software - Business Application 4.00% All
123) Software - CAD/CAM 4.00% All
124) Software - Cloning 4.00% All
125) Software - Computer Services 4.00% All
126) Software - Database 4.00% All
127) Software - Development 4.00% All
128) Software - Entertainment 4.00% All
129) Software - Financial 4.00% All
130) Software - Flow Chart 4.00% All
131) Software - Graphic Design 4.00% All
132) Software - Handheld 4.00% All
133) Software - OS 4.00% All
134) Software - Personal Organization 4.00% All
135) Software - Presentation 4.00% All
136) Software - Reference 4.00% All
137) Software - Report Analysis 4.00% All
138) Software - Spreadsheet 4.00% All
139) Software - Utilities 4.00% All
140) Software - Warranties 4.00% All
141) Software - Web Development 4.00% All
142) Software - Word Processing 4.00% All
8) Group 8 - Media Supplies
143) Media - 4mm tape 5.50% All
144) Media - AIT tape 5.50% All
145) Media - DAT tape 5.50% All
146) Media - DLT tape 5.50% All
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147) Media LTO / Ultrium tape drive 5.50% All
148) Media - Magneto - Optical 5.50% All
149) Media - Optical 5.50% All
150) Media - SLR tape 5.50% All
151) Media - Travan tape 5.50% All
152) Media - VXA tape 5.50% All
153) Media - zip 5.50% All
9) Group 9 - Collaboration &
IP Telephony
154) IP phones 4.25% All
155) Video conferencing products 4.25% All
156) Voice gateways / servers 4.25% All
157) Headsets 4.25% All
158) Audio conferencing products 4.25% All
159) Analog phones 4.25% All
160) Accessories 4.25% All
10) Group 10 - Other
161) Advanced Integration 3.00% All
162) Asset Disposal 3.00% All
163) Asset Management 3.00% All
164) Cables 15.00% All
165) Cables - custom 15.00% All
166) Cables - printer 15.00% All
167) Complex warranties 3.00% All
168) Desktop Accessories 6.75% All
169) Display Accessories 3.50% All
170) Electronic Services 3.00% All
171) Handheld Accessories 6.75% All
172) Imaging Accessories 6.75% All
173) Imaging - Camcorders 3.50% All
174) Imaging - Digital Cameras 3.50% All
175) Internal Lab Service 3.00% All
176) Lab fees 3.00% All
177) Managed Services 3.00% All
178) Miscellaneous solutions 3.00% All
179) Mounting hardware for vehicles 2.50% All
180) Networking Warranties 3.50% All
181) Notebook Accessories 2.50% All
182) Notebook Batteries 5.00% All
183) PC Lab order services 3.00% All
184) POS Accessories 4.25% All
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185) POS Displays 4.25% All
186) Power Accessories 5.00% All
187) Power Surge Protection 5.00% All
188) Power UPS 5.00% All
189) Server Accessories 4.00% All
190) Service Charge 2.00% All
191) System Components 13.00% All
192) Training Courses 3.00% All
193) Training Reference Manuals 3.00% All
194) Warranties - Electronic 3.00% All
195) iPAD / Tablet Stylus 6.75% All
196) Mouse / Wrist Pads 6.75% All
197) Security Locks and Hardware 6.75% All
198) Tools 6.75% All
199) Document Scanner Accessories 3.00% All
200) Flatbed Scanners 3.00% All
201) Mobile Scanners 3.00% All
202) Network Scanners 3.00% All
203) Sheet fed Scanners 3.00% All
204) Wide Format Scanners 3.00% All
205) Workgroup / Department
Scanner

3.00% All
206) Build to Order Desktops 2.10% All
207) Nettop 3.00% All
208) Point of Sale 4.25% All
209) Ultra Small Form Factor 2.10% All
210) Apple / Mac Memory Upgrades 13.00% All
211) Chips / SIMMs/SIPPs / ROMs 13.00% All
212) Computer Cases 13.00% All
213) CPUs / Fans 13.00% All
214) Memory Accessories 13.00% All
215) Motherboards / Chassis 13.00% All
216) 1 - 2 port Serial Boards 13.00% All
217) 3+ port Serial Boards 13.00% All
218) Console Server 4.00% All
219) Device Server 4.00% All
220) Terminal Server 4.00% All
221) Content Management 4.00% All
222) Firewall / VPN Appliances 5.50% All
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223) Multifunction Security
Appliances

5.50% All
224) Network Camera Accessories 5.50% All
225) Network Cameras 5.50% All
226) Physical/Environmental Security 5.50% All
227) Security Appliance Accessories 5.50% All
228) Security Tokens 5.50% All
229) Unified Threat Management 5.50% All
230) 2-way Radios / Walkie Talkies 6.75% All
231) Apple Notebooks 2.50% All
232) Convertible PCs / Slate PCs /
iPAD

2.25% All
233) iPAD 2.25% All
234) Slate Tablet Computers 2.25% All
235) GPS / PDA 6.75% All
236) Wireless Communication Devices 2.50% All
237) Batteries 5.00% All
238) Power Supplies / Adapters 5.00% All
239) Rackmountain Equipment 5.00% All
240) Remote Power Management 5.00% All
241) Surge Suppressors 5.00% All
242) UPS / Battery Backup 5.00% All
243) 14" & smaller LCD Display 3.50% All
244) 15-19" LCD Display 3.50% All
245) 15-19" Wide LCD Display 3.50% All
246) 15-19" Wide LED Display 3.50% All
247) 20-30" LCD Display 3.50% All
248) 20-30" Wide LCD Display 3.50% All
249) 20-30" Wide LED Display 3.50% All
250) PCoIP and Zero Client Displays 3.50% All
251) Arm Mounts 3.50% All
252) Ceiling Mounts 3.50% All
253) Combo Mounts 3.50% All
254) Desktop Stands / Risers 3.50% All
255) Flat Wall Mounts 3.50% All
256) Mount Accessories 3.50% All
257) Pole Display 4.25% All
258) Stands / Carts / Feet 3.50% All
259) Tilt Wall Mounts 3.50% All
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260) C-Cure Products 4.00% All
261) Istar Products 5.50% All
11) Group 11 - Services

SERVICE

STANDARD
HOURLY
RATE

DISCOUNT FROM

STANDARD RATE
Design and Analysis
Please see
CDW•G's
Professional
Services
Offering below
for descriptions
of CDW•G's
Professional
Services.

Configuration %
Implementation %
Installation %
Training %
Maintenance & Support %
CDW Configuration Services 5%
12)
Group 12 - Additional
Products/Services Not
Identified
Please see CDW•G's Configuration
Services Pricelist below for descriptions
and pricing of CDW•G's Configuration
Services.

Apple Products for eligible
Government and Educational Entities 0.50%
CDW•G has conformed to the National Pricing structure aligning to National IPA's product taxonomy, however, CDW•G will manage the resultant contract according to CDW•G's Product Tree below, which shall govern all purchases and provides more breadth and a more complete representation of the CDW•G Catalog. All discounts will be applied by product category listed below to CDW•G's Nationally Advertised Pricing which is publicly verifiable at www.cdwg.com.

CDW•G Product Tree
Categories
Discount
Accessories 6.75%
Power, Cooling & Racks 5.00%
Desktop Computers 3.00%
PC Compatible Desktop Computer 2.10%
PC Compatible Workstation 3.00%
Blade PCs 3.00%
RISC Processor Workstation 3.00%
Thin Clients 3.00%
Web TV Access Unit 3.00%
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Windows Based Terminals 3.00%
Data Storage / Drives 5.50%
Enterprise Storage 5.00%
Point of Sale/Data Capture 4.25%
Servers & Server Management 4.00%
Services (CDW Delivered) 0.00%
Notebook/Mobile Devices 2.50%
Notebook Computers 2.10%
Notebook Accessories 2.50%
Wireless Communication Devices 2.50%
Convertible PCs/Slate PCs/iPAD 2.25%
Chromebooks 0.00%
Netcomm Products 5.50%
Gigabit Switch 6.00%
Modular Switch Chassis 6.00%
Modular Switches 5.50%
Carts and Furniture 5.00%
Printing & Document Scanning 3.00%
Services (3rd Party Delivered) 0.00%
Warranties-Product Protection 3.50%
Software 4.00%
Collaboration Hardware 4.25%
Memory/System Components 13.00%
Video-Projection-Pro Audio 3.50%
Cables 15.00%
CDW Configuration Services 5.00%
Apple Products for Eligible Entities .50%

CDW•G will work with Manufacturers and the City or Participating Agencies, as applicable, post award to ensure they are aware of and participating in special manufacturer programs.

CDW•G Account Managers will work with the City or Participating Agencies, as applicable, post award to determine if large orders qualify to receive additional discounts. These discounts are dependent on order size, delivery schedule and will be negotiated with Manufacturers.

As Apple's largest Corporate Channel Partner in the U.S., CDW•G has negotiated to offer Apple Products to Eligible Government and Educational Entities at the discount listed above and in the pricing table in this Exhibit B.

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CDW•G Professional Services Offering
Major Metro Service Areas
Washington, DC Raleigh Madison
New York City
Metro
Houston Wausau
Los Angeles Tampa Milwaukee
San Francisco Atlanta Appleton
San Diego National Grand Rapids
Boston Metro Dallas Indianapolis
Chicago Cincinnati Cleveland
Federal Detroit
Philadelphia Minneapolis
Seattle St. Louis/KC
Denver
Nashville
Portland

Services apply to both CDW•G executed professional s ervices and services which are sub -contracted through a CDW•G authorized third party provider. Hourly or fixed rates will be negotiated based on the customer, geography, scope of the professional service engagement, and level of engineer required to perform the service. CDW•G will create a Statement of Work (SOW) de tailing the exact scoping and pricing of the Services to be provided, which will be executed by CDW•G and the National IPA member prior to the start of Services. Sample SOW is included in our proposal. Expenses (T and E) may be an additional consideration depending on project specifics.

Solution Domain Discipline Technology Domain Role

Datacenter Storage
Data Migration Senior Consulting Engineer
EMC Senior Consulting Engineer
IBM Senior Consulting Engineer
VMWare Senior Consulting Engineer
NetApp Senior Consulting Engineer

Datacenter Networking & Enterprise Networking Infrastructure & Networking
Associate Consulting Engineer
Consulting Engineer
Senior Consulting Engineer
Principal Consulting Engineer
Technical Lead

Mobility
Client Management
Client Virtualization
Endpoint Management
Mobile Device
Management
Associate Consulting Engineer
Consulting Engineer
Senior Consulting Engineer
Principal Consulting Engineer
Technical Lead
VDI Citrix Senior Consulting Engineer

Security Network Security Network Security
Associate Consulting Engineer
Consulting Engineer
Senior Consulting Engineer
Principal Consulting Engineer
Technical Lead
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Security Information Security Information Security
Penetration Testing
Gap Analysis (HIPAA gap, PCI Gap,
NIST)

Collaboration Communication Voice, Video
Collaboration
Associate Consulting Engineer
Consulting Engineer
Senior Consulting Engineer
Principal Consulting Engineer
Technical Lead

Collaboration Engagement Contact Center
Associate Consulting Engineer
Consulting Engineer
Senior Consulting Engineer
Principal Consulting Engineer
Technical Lead

Collaboration Productivity Information Worker
Associate Consulting Engineer
Consulting Engineer
Senior Consulting Engineer
Principal Consulting Engineer
Technical Lead

Consulting Advisory Services Consulting Advisory Services Consulting Advisory Services
CAS_Business_Analyst
CAS_Consulting_Services_Architect
CAS_Engagement_Manager
CAS_Technology_Architect
CAS_Business_Architect

Project & Program
Management Project & Program Management Project & Program Management
Project Admin
Project Manager
Senior Project Manager
Program Manager

CDW•G Configuration Services
Service
Group EDC Description

Advertised
Price
Contract
Discount
Contract
Ceiling
Price
Hardware Configurations and Priority Service
Priority 1625768 PRIORITY SERVICE $ 21.99 5% $ 20.89 Hardware 1706188 CDW Hardware Install for Server $ 32.99 5% $ 31.34 Hardware 1706189 CDW Hardware Install for DT-LT $ 17.99 5% $ 17.09 Hardware 1820627 CDW Hardware Install for Netcom $ 22.99 5% $ 21.84 Hardware 3558560 CDW MOBILE DEVICE SIM CARD INSTALL $ 9.99 5% $ 9.49 Hardware 2437037 CDW RACK CONFIG 1 CREDIT $ 82.99 5% $ 78.84 Hardware 3803338 CDW HARDWARE INSTALL FOR PRINTER $ 32.99 5% $ 31.34 Asset Tagging
Asset Tags 322170 CDW ASSET TAGS NO INSTALL MAIL ONLY $ 0.98 5% $ 0.93 Asset Tags 338519 CDW ASSET TAG W/O INSTALL $ 9.99 5% $ 9.49 Asset Tags 338521 CUSTOMER ASSET TAG CONFIG SERVICE $ 9.99 5% $ 9.49 Asset Tags 500814 CDW CREATE CUSTOM TAG/LABEL $ 29.99 5% $ 28.49 Asset Tags 500815 BASIC CUSTOM TAG $ 9.99 5% $ 9.49 Asset Tags 500817 INTERMEDIATE CUSTOM TAG $ 17.99 5% $ 17.09 Dec. 13, 2022
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Asset Tags 500818 ADVANCED CUSTOM TAG $ 22.99 5% $ 21.84 Asset Tags 537315 CDW CREATED CUSTOM TAG – MAIL ONLY $ 1.22 5% $ 1.16 Asset Tags 955862 CDWG UID TAG/LABEL $ 9.99 5% $ 9.49 Asset Tags 1095109 CDW RFID TAG $ 61.99 5% $ 58.89 Asset Tags 3465262 BASIC CUSTOM TAG W/BOX DUP TAG $ 10.99 5% $ 10.44 Asset Tags 3465269 CUSTOMER ASSET TAG W/BOX DUP REQ6330 $ 10.99 5% $ 10.44 Asset Tags 4347185 CUSTOMER ASSET TAG W BOX DUP REQ6247 $ 12.99 5% $ 12.34 Asset Tags 3465895 INTERMEDIATE CUSTM TAG W-BOX DUP TAG $ 21.99 5% $ 20.89 Asset Tags 3982815 ADV CUSTOM TAG W/BOX DUP $ 24.99 5% $ 23.74 Configuration Service Bundles
Bundle 2342089 CDW HW IMAGE CDW ASSET TAG-REQ1173 $ 45.99 5% $ 43.69 Bundle 2342092 CDW HW IMAGE BASIC CUSTM TAG-REQ1174 $ 52.99 5% $ 50.34 Bundle 2342096 CDW HW IMAG CUSTMR ASSET TAG-REQ1175 $ 52.99 5% $ 50.34 Bundle 2342098 CDW IMAG CSTMR ASSET TAG PRI-REQ1176 $ 46.99 5% $ 44.64 Bundle 2342102 CDW IMAGE CDW ASSET TAG PRI-REQ1177 $ 39.99 5% $ 37.99 Bundle 2342106 CDW HW IMAGE PRIORITY-REQ1178 $ 53.99 5% $ 51.29 Bundle 2423730 CDW HW IMAGE CDW ASSET PRI-REQ1193 $ 53.99 5% $ 51.29 Bundle 2423732 CDW HW IMG BSC CSTM TAG PRI-REQ1194 $ 59.99 5% $ 56.99 Bundle 2423734 CDW HW IMAG CUSTMR ASSET PRI-REQ1195 $ 59.99 5% $ 56.99 Bundle 2426793 CDW IMAGE CUSTMER ASSET TAG-REQ1197 $ 39.99 5% $ 37.99 Bundle 2426795 CDW IMAGE CDW ASSET TAG-REQ1198 $ 32.99 5% $ 31.34 Bundle 2426798 CDW HARDWARE IMAGE DEPLOY-REQ1199 $ 45.99 5% $ 43.69 Bundle 2853723 CDW IMAGE BASIC CUSTOM TAG-REQ1324 $ 39.99 5% $ 37.99 Bundle 2853726 CDW IMAGE BIOS CUSTOMIZATION-REQ1325 $ 39.99 5% $ 37.99 Bundle 3269810 CDW HW IMG INTRM TAG CMPTRAC REQ1901 $ 63.99 5% $ 60.79 Bundle 3327808 CDW LIGHT TOUCH IMAGE DEPLOY W-VPN $ 42.99 5% $ 40.84 Bundle 4008018 LEVEL 1 IOS\ETCH INSERT REQ 5075 $ 39.99 5% $ 37.99 Bundle 4008025 LEVEL 1 IOS\ETCH REQ 5076 $ 33.99 5% $ 32.29 Bundle 4041681 IOS LVL1 & SRVC CUST INSERT REQ5156 $ 28.99 5% $ 27.54 Bundle 4056755 INT CUST TAG&DUP + DATA CAP CONTRACT $ 21.99 5% $ 20.89 Bundle 4086733 CDW LT IMAGE DEPLOY W/VPN&BOX LABEL $ 44.99 5% $ 42.74 Bundle 4171085 COI SPECOPS & PROJECTMANGEMENT R5611 $ 569.99 5% $ 541.49 Diagnostics
Diagnostics 214266 CDW BURN IN 12 HOURS $ 21.99 5% $ 20.89 Imaging
Imaging 195856 CDW INSTALLING CUSTOM SERVER IMAGE $ 113.99 5% $ 108.29 Imaging 247489 HILL ROM CREATE CUSTOM RESTORE CD $ 49.99 5% $ 47.49 Imaging 266912 CDW APPLE IMAGE DEPLOYMENT $ 32.99 5% $ 31.34 Imaging 283926 CDW MASTER IMAGE CREATION CREDIT $ 183.99 5% $ 174.79 Imaging 379370 CDW INSTALLING CUSTOM PDA IMAGE $ 17.99 5% $ 17.09 Imaging 534223 CDW STANDARD IMAGE DEPLOYMENT DT/NB $ 32.99 5% $ 31.34 Imaging 763587 FLASH DRIVE IMAGING $ 9.99 5% $ 9.49 Imaging 763593 CDW USB RESTORE UPTO 16GB $ 39.99 5% $ 37.99 Imaging 809048 CDW MAINTAIN CUSTOM PC IMAGE-CREDIT $ 31.99 5% $ 30.39 Imaging 1640342 CDW INSTALLING ALTIRIS SERVER IMAGE $ 113.99 5% $ 108.29 Imaging 1926223 CDW TERMINAL IMAGE DEPLOYMENT $ 32.99 5% $ 31.34 Imaging 2691836 CDW ZERO TOUCH IMAGE DEPLOYMENT $ 32.99 5% $ 31.34 Imaging 2798606 CDW IMAGE MODEL MIGRATION CREDIT $ 113.99 5% $ 108.29 Dec. 13, 2022
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Imaging 2869570 CDW USB RESTORE UPTO 32GB $ 52.99 5% $ 50.34 Imaging 3652393 CDW CREATE CUSTOM RECOVERY PARTITION $ 353.99 5% $ 336.29 Imaging 3765107 SERVER RACKING ADV IMAGING SVC $ 219.99 5% $ 208.99 Imaging 3982809 CDW USB RESTORE SVC UPTO 64GB $ 63.99 5% $ 60.79 Imaging 4008336 CHROME WHITE GLOVE SERVICE TIER1 $ 22.93 5% $ 21.78 Imaging 4008354 CHROME WHITE GLOVE SERVICE TIER2 $ 24.93 5% $ 23.68 Imaging 4419882 CHROME UNMANAGED KIOSK APP INSTALL $ 28.92 5% $ 27.47 Imaging 4086723 CDW IMAGE DEPLOY W BOX LABEL REQ6281 $ 33.99 5% $ 32.29 Imaging 4086738 CDW SCCM SRV-ZERO TOUCH W/BOX LABEL $ 33.99 5% $ 32.29 Laser Etching / Color Branding
Laser Etching 1461344 CDW LASER ETCHING-TIER 1 STATIC SML $ 11.00 5% $ 10.45 Laser Etching 2815190 CDW LASER ETCHING-TIER 2 STATIC LRG $ 15.00 5% $ 14.25 Laser Etching 2815191 CDW LASER ETCHING-TIER 3 DYNAMIC $ 22.00 5% $ 20.90 Color Branding 3223260 CDW COLOR BRANDING TEMPLATE $ - 5% $ - Color Branding 4100630 CDW COLOR BRANDING TIER 1 $ 15.00 5% $ 14.25 Color Branding 3223250 CDW COLOR BRANDING TIER 2 $ 22.00 5% $ 20.90 Color Branding 3436605 CDW COLOR BRANDING TIER 3 $ 30.00 5% $ 28.50 Mobile Carts
Mobile Carts 4466480 CDW CHROMEBOOK WIRE CART CONFIG $ 120.00 5% $ 114.00 Netcom
Netcom 311718 CDW NETWORK & SECURITY DEVICE CONFIG $ 40.00 5% $ 38.00 Netcom 1550455 CDW NETWORK & SEC CHASSIS CONFIG BUN $ 100.00 5% $ 95.00 Netcom 1550460 CDW NETWORK & SEC DEVICE CONFIG BUN $ 65.00 5% $ 61.75 Netcom 2394839 CDW NETWORK & SEC CHASSIS CONFIG $ 70.00 5% $ 66.50 Netcom 2432019 CDW VPN DOMAIN JOIN ONLY $ 8.00 5% $ 7.60 Netcom 3628500 CDW VPN DOMAIN JOIN ONLY-PCA $ 8.00 5% $ 7.60 Netcom 3651585 CDW AP/ENDPOINT PROVISIONING $ 30.00 5% $ 28.50 Netcom 4121801 CDW AP/ENDPOINT FIRMWARE UPDATE $ 16.00 5% $ 15.20 Netcom 4219966 CDW CLIENT VPN CONFIGURATION $ 12.00 5% $ 11.40 Other
Other 504311 CDW HP ILO ACTIVATION $ 12.00 5% $ 11.40 Other 872360 CDW SYSTEM BIOS/FIRMWARE UPG $ 16.00 5% $ 15.20 Other 1197175 CDW CUSTOM IP CONFIGURATION $ 12.00 5% $ 11.40 Other 1197180 CDW BIOS CUSTOMIZATION $ 5.00 5% $ 4.75 Other 1369901 CDW SRVC CUSTOM ADDED INSERTS $ 5.00 5% $ 4.75 Other 1369904 CDW DDS / COMPUTRACE ACTIVATION $ 5.00 5% $ 4.75 Other 1369905 CDW DATA CAPTURE & TRACKING SRVC $ 5.00 5% $ 4.75 Other 1713539 CDW SPECIAL CONFIG REQ - 1 CREDIT $ 5.00 5% $ 4.75 Other 1713542 CDW SPECIAL CONFIG REQ - 6 CREDITS $ 30.00 5% $ 28.50 Other 1713544 CDW SPECIAL CONFIG REQ - 12 CREDITS $ 60.00 5% $ 57.00 Other 2366694 CDW APPLE IOS CUSTOMIZATION LVL 1 $ 15.00 5% $ 14.25 Other 2366709 CDW APPLE IOS CUSTOMIZATION LVL 2 $ 30.00 5% $ 28.50 Other 2613286 CDW ANDROID CUSTOMIZATION LVL 1 $15.00 5% $ 14.25 Other 2613287 CDW ANDROID CUSTOMIZATION LVL 2 $ 30.00 5% $ 28.50 Other 2671476 CDW SCREEN OVERLAY INSTALL SERVICE $ 8.00 5% $ 7.60 Other 2696504 CDW Hard Drive Data Encryption DT/NB $ 12.00 5% $ 11.40 Other 2828923 CDW SAS RAID Activation $ 12.00 5% $ 11.40 Other 2858009 CDW KINDLE AD REMOVAL REQ1329 $ 30.00 5% $ 28.50 Dec. 13, 2022
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EXHIBIT B

PRICING

Other 3553290 CDW APPLE ID CREATION $ 5.00 5% $ 4.75 Other 3899153 CDW VPRO BASIC ACTIVATION REQ4717 $ 5.00 5% $ 4.75 Other 4248044 CDW LENOVO IMM ACTIVATION $ 12.00 5% $ 11.40 Other 4176320 CDW ASSET MGMNT UPDATE SVC REQ 5634 $ 1.25 5% $ 1.19 Software
Software 76056 CDW APPLICATION INSTALL DT/NB $ 36.00 5% $ 34.20 Software 76980 CDW NETWORK OPERATING SYSTEM INSTALL $ 200.00 5% $ 190.00 Software 346243 CDW STD WINDOWS CLIENT OS INSTALL $ 90.00 5% $ 85.50 Software 931000 CDW NETWORK APPLICATION INSTALL $ 100.00 5% $ 95.00 Software 1197183

CDW APPLICATION UPDATES AND
MAINTENANCE $ 22.00 5% $ 20.90
Software 1278296 CDW OEM MFG OS INSTALLATION $ 90.00 5% $ 85.50 Software 1291101 CDW LINUX INSTALLATION OS-ALL VERS $ 120.00 5% $ 114.00 Software 1550439 SUN SOLARIS INSTALLATION – ALL VERSIONS $ 200.00 5% $ 190.00 Software 1550447 VMWARE INSTALLATION – ALL VERSIONS $ 70.00 5% $ 66.50 Software 3803347 CDW SOFTWARE CONFIG FOR PRINTER $ 24.00 5% $ 22.80 Software 3982800 CDW HDD OS SWAP SVC REQ5012 $ 36.00 5% $ 34.20 Configuration Project Management / COI
Proj. Mgmt 3110955 CDW CONFIG PROJECT COORD HRLY CREDIT $ 75.00 5% $ 71.25 Proj. Mgmt 4289890 CDW CONFIG PM 150 HRLY CHARGE $ 150.00 5% $ 142.50 Proj. Mgmt 3536706 CDW COI PROJ COORD /OPS COST $ 5,000.00 5% $ 4,750.00 Proj. Mgmt 3543509 CDW CONFIG PROJECT COORD CREDIT/UNIT $ 5.00 5% $ 4.75 Proj. Mgmt 3752290 CDW PROJ MNGMNT CONFIG AP SVC $ 7.00 5% $ 6.65 Proj. Mgmt 4086747 CONFIGS SERVICES PROJ MGMT(PER UNIT) $ 1.00 5% $ 0.95 Proj. Mgmt 4087191 CONFIGS SERVICES PROJ MGMT(PER UNIT) $ 0.50 5% $ 0.48 COI 3268855 CDW CONFIG PROJECT COORD COI SVC $ 300.00 5% $ 285.00 COI 3561536 COI OPS PALLET RECEIVING/PROCESSING $ 480.00 5% $ 456.00 COI 4439488 COI OPS PALLET/MONTH REC/PRO $ 40.00 5% $ 38.00 COI 3659769 CDW COI OPERATIONAL EXPENSE WITH SN $ 10.00 5% $ 9.50 COI 3827583 COI TEMP TAG NO INSTALL E-MAIL $ 10.00 5% $ 9.50

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1. INDEPENDENT CONTRACTOR. It is expressly understood that the relationship of Contractor to the City will be that of an independent contractor. Contractor and all persons employed by Contractor, either directly or indirectly, are Contractor’s employees, not City employees.

Accordingly, Contractor and Contractor’s employees are not entitled to any benefits provided to City employees including, but not limited to, health benefits, enrollment in a retirement system, paid time off or other rights afforded City employees. Contractor employees will not be regarded as City employees or agents for any purpose, including the payment of unemployment or workers’ compensation. If any Contractor employees or subcontractors assert a claim for wages or other employment benefits against the City, Contractor will defend, indemnify and hold harmless the City from all such claims.

2. SUBCONTRACTING. Contractor may not subcontract work under this Agreement without the express written permission of the City. If Contractor has received authorization to subcontract work, it is agreed that all subcontractors performing work under the Agreement must comply with its provisions. Further, all agreements between Contractor and its subcontractors must provide that the terms and conditions of this Agreement be incorporated therein.

3. ASSIGNMENT. This Agreement may not be assigned either in whole or in part without first receiving the City’s written consent. Any attempted assignment, either in whole or in part, without such consent will be null and void and in su ch event the City will have the right at its option to terminate the Agreement. No granting of consent to any assignment will relieve Contractor from any of its obligations and liabilities under the Agreement.

4. SUCCESSORS AND ASSIGNS, BINDING EFFECT. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

5. NO THIRD-PARTY BENEFICIARIES. This Agreement is intended for the exclusive benefit of the parties. Nothing set forth in this Agreement is intended to create, or will create, any benefits, rights, or responsibilities in any third parties.

6. NON-EXCLUSIVITY. The City, in its sole discretion, reserves the right to request the materials or services set forth herein from other sources when deemed necessary and appropriate. No exclusive rights are encompassed through this Agreement.

7. AMENDMENTS. There will be no oral changes to this Agreement. This Agreement can only be modified in a writing signed by both parties. No charge for extra work or material will be allowed unless approved in writing, in advance, by the City and Contractor.

8. TIME OF THE ESSENCE. Time is of the essence to the performance of the parties’ obligations under this Agreement.

9. COMPLIANCE WITH APPLICABLE LAWS.
a. General. Contractor must procure all permits and licenses, and pay all charges and fees necessary and incidental to the lawful conduct of business. Contractor must stay fully informed of existing and future federal, state, and local laws, ordinances, and regulations that in any manner affect the fulfillment of this Agreement and must comply with the same at its own expense. Contractor bears full responsibility for training, safety, and providing necessary equipment for all Contractor personnel to achieve throughout the term of the Agreement. Upon request, Contractor will demonstrate to the City's satisfaction any programs, procedures, and other activities used to ensure compliance.
b. Drug-Free Workplace. Contractor is hereby advised that the City has adop ted a policy establishing a drug-free workplace for itself and those doing business with the City to ensure the safety and health of all persons working on City contracts and projects. Contractor will require a drug -free workplace for all Contractor perso nnel working under this Agreement.

Specifically, all Contractor personnel who are working under this Agreement must be notified in writing by Contractor that they are prohibited from the manufacture, distribution, dispensation, possession, or unlawful use of a controlled substance in the workplace.

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Contractor agrees to prohibit the use of intoxicating substances by all Contractor personnel, and will ensure that Contractor personnel do not use or possess illegal drugs while in the course of performing their duties.
c. Federal and State Immigration Laws. Contractor agrees to comply with the Immigration Reform and Control Act of 1986 (IRCA) in performance under this Agreement and to permit the City and its agents to inspect applicable personnel records to verif y such compliance as permitted by law. Contractor will ensure and keep appropriate records to demonstrate that all Contractor personnel have a legal right to live and work in the United States. i. As applicable to Contractor, under the provisions of A.R.S. § 41-4401, Contractor hereby warrants to the City that Contractor and each of its subcontractors will comply with, and are contractually obligated to comply with, all federal immigration laws and regulations that relate to their employees and A.R.S. § 23 -214(A) (hereinafter “Contractor Immigration Warranty”).
ii. A breach of the Contractor Immigration Warranty will constitute as a material breach of this Agreement and will subject Contractor to penalties up to and including termination of this Agreement at the sole discretion of the City.
iii. The City retains the legal right to inspect the papers of all Contractor personnel who provide services under this Agreement to ensure that Contractor or its subcontractors are complying with the Contractor Immi gration Warranty. Contractor agrees to assist the City in regard to any such inspections.
iv. The City may, at its sole discretion, conduct random verification of the employment records of Contractor and any subcontractor to ensure compliance with the Contractor Immigration Warranty. Contractor agrees to assist the City in regard to any random verification performed.
v. Neither Contractor nor any subcontractor will be deemed to have materially breached the Contractor Immigration Warranty if Contractor or s ubcontractor establishes that it has complied with the employment verification provisions prescribed by Sections 274A and 274B of the Federal Immigration and Nationality Act and the E -Verify requirements prescribed by A.R.S. § 23-214 (A).
d. Nondiscrimination. Contractor represents and warrants that it does not discriminate against any employee or applicant for employment or person to whom it provides services because of race, color, religion, sex, national origin, or disability, and represents and warrants t hat it complies with all applicable federal, state, and local laws and executive orders regarding employment. Contractor and Contractor’s personnel will comply with applicable provisions of Title VII of the U.S. Civil Rights Act of 1964, as amended, Sectio n 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), and applicable rules in performance under this Agreement.
e. State Sponsors of Terrorism Prohibition. Per A.R.S. § 35 -392, Contractor must not be in violation of section 6(j) of the Federal Export Administration Act and subsequently prohibited by the State of Arizona from selling goods of services to the City.

10. SALES/USE TAX, OTHER TAXES.
a. Contractor is responsible for the payment of all taxes including fed eral, state, and local taxes related to or arising out of Contractor’s services under this Agreement, including by way of illustration but not limitation, federal and state income tax, Social Security tax, unemployment insurance taxes, and any other taxes or business license fees as required. If any taxing authority should deem Contractor or Contractor employees an employee of the City, or should otherwise claim the City is liable for the payment of taxes that are Contractor’s responsibility under this Agr eement, Contractor will indemnify the City for any tax liability, interest, and penalties imposed upon the City.

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b. The City is exempt from paying certain federal excise taxes and will furnish an exemption certificate upon request. The City is not exempt from state and local sales/use taxes.

11. AMOUNTS DUE THE CITY. Contractor must be current and remain current in all obligations due to the City during the performance of Services under the Agreement. Payments to Contractor may be offset by any delinquent amounts due the City or fees and charges owed to the City.

12. PUBLIC RECORDS. Contractor acknowledges that the City is a public entity, subject to Arizona’s public records laws (A.R.S. § 39 -121 et. seq.) and that any documents related to this Agreement may be su bject to disclosure pursuant to state law in response to a public records request or to subpoena or other judicial process.
a. If Contractor believes document related to the Agreement contains trade secrets or other proprietary data, Contractor must notify the City and include with the notification a statement that explains and supports Contractor’s claim. Contractor also must specifically identify the trade secrets or other proprietary data that Contractor believes should remain confidential.

b. In the event the City determines it is legally required to disclose pursuant to law any documents or information Contractor deems confidential trade secrets or proprietary data, the City, to the extent possible, will provide Contractor with prompt written notice by certified mail, fax, email or other method that tracks delivery status of the requirement to disclose the information so Contractor may seek a protective order from a court having jurisdiction over the matter or obtain other appropriate remedies. The notice will include a time period for Contractor to seek court ordered protection or other legal remedies as deemed appropriate by Contractor. If Contractor does not obtain such court ordered protection by the expiration of said time period, the City may release the information without further notice to Contractor.

13. AUDITS AND RECORDS. Contractor must preserve the records related to this Agreement for six (6) years after completion of the Agreement. The City or its authorized agent reserves the right to inspect any records related to the performance of work specified herein. In addit ion, the City may inspect any and all payroll, billing or other relevant records kept by Contractor in relation to the Agreement. Contractor will permit such inspections and audits during normal business hours and upon reasonable notice by the City. The audit of records may occur at Contractor’s place of business or at City offices, as determined by the City. Notwithstanding the foregoing, any Agreement audits must be pursuant to a signed Confidentiality Agreement agreed to by both parties which will be subject to applicable law, including the Arizona Public Records law. Contractor is not required to keep original documents and copies of relevant documents will suffice for the purposes of this provision. The audit must be conducted during regular busin ess hours at a mutually agreeable time and location, and upon reasonable advanced notice of records to be audited.

14. BACKGROUND CHECK. The City may conduct criminal, driver history, and all other requested background checks of Contractor personnel who woul d perform services under the Agreement or who will have access to the City’s information, data, or facilities in accordance with the City’s current background check policies. Any officer, employee, or agent that fails the background check must be replaced immediately for any reasonable cause not prohibited by law.

15. SECURITY CLEARANCE AND REMOVAL OF CONTRACTOR PERSONNEL. The City will have final authority, based on security reasons: (i) to determine when security clearance of Contractor personnel is requi red; (ii) to determine the nature of the security clearance, up to and including fingerprinting Contractor personnel; and (iii) to determine whether or not any individual or entity may provide services under this Agreement. If the City objects to any Contractor personnel for any reasonable cause not prohibited by law, then Contractor will, upon notice from the City, remove any such individual from performance of services under this Agreement.

16. DEFAULT.
a. A party will be in default if that party:

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i. Is or becomes insolvent or is a party to any voluntary bankruptcy or receivership proceeding, makes an assignment for a creditor, or there is any similar action that affects Contractor’s capability to perform under the Agreement; ii. Is the subject of a petition for involuntary bankruptcy not removed within sixty (60) calendar days;
iii. Conducts business in an unethical manner as set forth in the City Procurement Rules Article 7 or in an illegal manner; or
iv. Fails to carry out any term, promise, or condition of the Agreement. b. Contractor will be in default of this Agreement if Contractor is debarred from participating in City procurements and solicitations in accordance with Article 6 of the City’s Procurement Rules.
c. Notice and Opportunity to Cure. In the event a party is in default then the other party may, at its option and at any time, provide written notice to the defaulting party of the default. The defaulting party will have thirty (30) days from receipt of the notice to cure the default; the thirty (30) day cure period may be extended by mutual agreement of the parties, but no cure period may exceed ninety (90) days. A default notice will be deemed to be sufficient if it is reasonably calculated to provide notice of the nature and extent of such default. Failure of the non - defaulting party to provide notice of the default does not waive any rights under the Agreement. d. Anticipatory Repudiation. Whenever the City in good faith has reason to question Contractor’s intent or ability to perform, the City may demand that Contractor give a written assurance of its intent and ability to perform. In the event that the demand is made and no written assurance is given within five (5) calendar days, the City may treat this failure as an anticipatory repudiation of the Agreement.

17. REMEDIES. The remedies set forth in this Agreement are not exclusive. Election of one remedy will not preclude the use of other remedies. In the event of default:
a. The non-defaulting party may terminate the Agreement, and the t ermination will be effective immediately or at such other date as specified by the terminating party. b. The City may purchase the services required under the Agreement from the open market, complete required work itself, or have it completed at the expense o f Contractor. If the cost of obtaining substitute services exceeds the contract price, the City may recover the excess cost by: (i) requiring immediate reimbursement to the City; (ii) deduction from an unpaid balance due to Contractor; (iii) collection aga inst the proposal and/or performance security, if any; (iv) collection against liquidated damages (if applicable); or (v) a combination of the aforementioned remedies or other remedies as provided by law. Costs includes any and all, fees, and expenses inc urred in obtaining substitute services and expended in obtaining reimbursement, including, but not limited to, administrative expenses, attorneys’ fees, and costs.
c. The non-defaulting party will have all other rights granted under this Agreement and all rig hts at law or in equity that may be available to it.
d. Neither party will be liable for incidental, special, or consequential damages.

18. CONTINUATION DURING DISPUTES. Contractor agrees that during any dispute between the parties, Contractor will continue to p erform its obligations until the dispute is settled, instructed to cease performance by the City, enjoined or prohibited by judicial action, or otherwise required or obligated to cease performance by other provisions in this Agreement.

19. TERMINATION FOR CONVENIENCE. The City reserves the right to terminate this Agreement in part or in whole upon thirty (30) calendar days’ written notice.

20. TERMINATION FOR CONFLICT OF INTEREST (A.R.S. § 38-511). Pursuant to A.R.S. § 38-511, the City may cancel this Agreement w ithin three (3) years after its execution, without penalty or Dec. 13, 2022
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further obligation, if any person significantly involved in initiating, securing, drafting, or creating the Agreement for the City becomes an employee or agent of Contractor.

21. TERMINATION FOR NON -APPROPRIATION AND MODIFICATION FOR BUDGETARY CONSTRAINT. The City is a governmental agency which relies upon the appropriation of funds by its governing body to satisfy its obligations. If the City reasonably determines that it does not have funds to mee t its obligations under this Agreement, the City will have the right to terminate the Agreement without penalty on the last day of the fiscal period for which funds were legally available. In the event of such termination, the City agrees to provide writt en notice of its intent to terminate thirty (30) calendar days prior to the stated termination date.

22. PAYMENT TO CONTRACTOR UPON TERMINATION. Upon termination of this Agreement, Contractor will be entitled only to payment for those services performed up t o the date of termination, and any authorized expenses already incurred up to such date of termination. The City will make final payment within thirty (30) calendar days after the City has both completed its appraisal of the materials and services provided and received Contractor’s properly prepared final invoice.

23. NON-WAIVER OF RIGHTS. There will be no waiver of any provision of this agreement unless approved in writing and signed by the waiving party. Failure or delay to exercise any rights or remedies provided herein or by law or in equity, or the acceptance of, or payment for, any services hereunder, will not release the other party of any of the warranties or other obligations of the Agreement and will not be deemed a waiver of any such rights or remedies.

24. INDEMNIFICATION/LIABILITY.

a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the City, its officers, agents, and employees, harmless from and against any and all liabilities, demands, claims, suits, losses, damages, causes of action, fines or j udgments, including costs, attorneys’, witnesses’, and expert witnesses’ fees, and expenses incident thereto, relating to, arising out of, or resulting from: (i) misconduct by Contractor personnel under this Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel’s failure to comply with this Agreement. However, notwithstanding the prior sentence, a ny claim shall not be an indemnified claim if such claim or damage was caused in whole by the actions of the City, its employees, agents, contractors or representatives.
b. Contractor will update the City during the course of the litigation to timely notify the City of any issues that may involve the independent negligence o f the City that is not covered by this indemnification.
c. The City assumes no liability for actions of Contractor and will not indemnify or hold Contractor or any third party harmless for claims based on this Agreement or use of Contractor -provided supplies or Services.
d. IN THE EVENT OF ANY LIABILITY INCURRED BY CONTRACTOR OR ANY OF ITS

AFFILIATES HEREUNDER, INCLUDING INDEMNIFICATION OF CITY BY CONTRACTOR,

THE ENTIRE LIABILITY OF CONTRACTOR AND ITS AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED $5,000,000.00 OVER THE ENTIRE TERM OF THE AGREEMENT.

25. WARRANTY. Contractor warrants that the services and materials will conform to the requirements of Exhibit A . Additionally, Contractor warrants that all services will be performed in a good, workman-like and professional manner, as stated below.
a. Manufacturer’s Warranty. The City understands that the Contractor is not the manufacturer of the products purchased by the City hereunder and the only materials (product) warranties offered are those of the manufacturer, not the Contractor or its affiliates unless the manufacturer is the Contractor or its affiliates . THE CONTRACTOR AND ITS AFFILIATES

HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES EITHER EXPRESS OR IMPLIED, Dec. 13, 2022
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RELATED TO PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF

TITLE, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,

WARRANTY OF NONINFRINGEMENT, OR ANY WARRANTY RELATING TO THIRD PARTY SERVICES. THE DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT THE TERMS OF ANY MANUFACTURER'S WARRANTY.

b. Services Warranty. City's sole and exclusive remedy with respect to a warranty on the Services provided by Contractor will be, at the sole option of Contractor, to either: (a) use its reasonable commercial efforts to reperform any services not in substantial compliance with this warranty, or (b) refund amounts paid by City related to the portion of the services not in substantial compliance; provided, in each case, City notifies Contractor in writing within five (5) business days after performance of the applicable Services. City shall be solely responsible for daily back-up and other protection of its data and software against loss, damage or corruption during the performance of services and for any necessary reconstruction thereof.

c. Third Party Services Warranty. In connection with the products (materials), certain services, such as extended warranty service by manufacturers, are sold by the Contractor as a distributor or sales agent ("Third Party Services"). In the case of Third Party Services, the third party will be the party responsible for providing the services to the City and the City will look to the third party for any loss, claims or damages arising from or related to the provision of such Third- Party Services. Any amounts, including, but not limited to, taxes, associated with Third Party Services which may be collected by the Contractor will be collected solely in the capacity as an independent sales agent.

26. THE CITY’S RIGHT TO RECOVER AGAINST THIRD PARTIES. Contractor will do nothing to prejudice the City’s right to recover against third parties for any loss, destruction, or damage to City property, and will at the City’s request and expense, furnish to the City reasonable assistance and cooperation, including assistance in the prosecution or defense of suit and the execution of instruments of assignment in favor of the City in obtaining recovery.

27. NO GUARANTEE OF WORK. Contractor acknowledges and agrees that it is not entitled to deliver any specific amount of materials or services or any materials or services at all under this Agreement and acknowledges and agrees that the materials or services will be requested by the City on an as needed basis at the sole discretion of the City. Any document referencing quantities or performance frequencies represent the City's best estimate of current requireme nts, but will not bind the City to purchase, accept, or pay for materials or services which exceed its actual needs.

28. OWNERSHIP.
a. Except as it pertains to the Wor k Product in Subsection (b) below, a ll deliverables, services, and information provided by Contractor or the City pursuant to this Agreement (whether electronically or manually generated) including without limitation, reports, test plans, and survey results, graphics, and technical tables, originally prepared in the performance of this Agreement, are the property of the City and will not be used or released by Contractor or any other person except with prior written permission by the City. b. City's rights to Work Product (meaning deliverables to be provided or created individually or jointly in connection with the services, not materials, provided by Contractor , including but not limited to, all inventions, discoveries, methods, processes, for mulae, ideas, concepts, techniques, know -how, data, designs, models, prototypes, works of authorship, computer programs, proprietary tools, methods of analysis and other information, whether or not capable of protection by patent, copyright, trade secret, confidentiality, or other proprietary rights, or discovered in the course of performance of this Agreement that are embodied in such work or materials) will be, upon payment in full, a non -transferable, non-exclusive, royalty-free license to use such Work Product solely for City's internal use. City obtains no ownership or other property rights thereto. City agrees that Contractor may incorporate intellectual property created by third parties into the Work Product and that City’s right to use such Work Prod uct may be subject to the rights of, and limited by agreements with, such third parties Dec. 13, 2022
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29. USE OF NAME. Contractor will not use the name of the City of Mesa in any advertising or publicity without obtaining the prior written consent of the City.

30. PROHIBITED ACTS. Pursuant to A.R.S. § 38-504, a current or former public officer or employee within the last twelve (12) months shall not represent another organization before the City on any matter for which the officer or employee was directly concerned and persona lly participated in during their service or employment or over which they had a substantial or material administrative discretion. Further, while employed by the City and for two (2) years thereafter, public officers or employees are prohibited from discl osing or using, without appropriate authorization, any confidential information acquired by such personnel in the course of his or her official duties at the City.

31. FOB DESTINATION FREIGHT PREPAID AND ALLOWED. All deliveries will be FOB destination freight prepaid and allowed unless otherwise agreed.

32. RISK OF LOSS. Contractor agrees to bear all risks of loss, injury, or destruction of Contractor’s goods or equipment incidental to providing these services and such loss, injury, or destruction will not release Contractor from any obligation hereunder.

33. SAFEGUARDING CITY PROPERTY. Contractor will be responsible for any damage to City real property or damage or loss of City personal property when such property is the responsibility of or in the custody of Contractor or its employees.

34. WARRANTY OF RIGHTS. Contractor warrants it has title to, or the right to allow the City to use, the materials and services being provided and that the City may use same without suit, trouble or hindrance from Contractor or third parties.

35. PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the foregoing, Contractor will at its expense defend the City against all claims asserted by any person that anything provided by Contractor infringes a patent, copyright, trade secret or other intellectual property right (collectively “Claim”) and must, without limitation, pay the costs, damages and attorneys' fees awarded against the City in any Claim, or pay any settlement of such Claim. Each party agrees to notify the other promptly of any ma tters to which this provision may apply and to cooperate with each other in connection with such defense or settlement. If a preliminary or final judgment is obtained against the City’s use or operation of the items provided by Contractor hereunder or any part thereof by reason of any alleged infringement, Contractor will, at its sole option and its expense and without limitation, either: (a) modify the item so that it becomes non -infringing; (b) procure for the City the right to continue to use the item; ( c) substitute for the infringing item other item(s) having at least equivalent capability; or (d) refund to the City an amount equal to the price paid, less reasonable usage, from the time of installation acceptance through cessation of use, which amount w ill be calculated on a useful life not less than five (5) years based on a five (5) year straight line amortized basis. The forgoing provisions in this Section state the entire liability of Contractor and the sole and exclusive remedy of the City with resp ect to any Claim. Contractor shall have no liability or obligation to the City to the extent any Claim is based upon: (i) any combination of anything provided by Contractor with other software, hardware or other materials not authorized by Contractor or manufacturer; or (ii) any addition to, or modification of, anything provided by Contractor made after delivery to the City by any person other than Contractor.

36. CONTRACT ADMINISTRATION. The contract will be administered by the Purchasing Administrator and/o r an authorized representative from the using department. All questions regarding the contract will be referred to the administrator for resolution. Supplements may be written to the contract for the addition or deletion of services. Payment will be neg otiated and determined by the contract administrator(s).

37. FORCE MAJEURE. Failure by either party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control, including acts of nature, acts of the public enemy, riots, fire, explosion, legislation, and governmental regulation. The party whose performance is so affected will within five (5) calendar days of the unforeseeable circumstance notify the other party of all pertinent facts and identify the force majeure event. The party whose Dec. 13, 2022
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performance is so affected must also take all reasonable steps, promptly and diligently, to prevent such causes if it is feasible to do so, or to minimize or eliminate the effect thereof. The delivery or performance date will be extended for a period equal to the time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of the delay, provided however, under no circumstances will delays caused by a force majeure extend beyo nd one hundred-twenty (120) calendar days from the scheduled delivery or completion date of a task unless agreed upon by the parties.

38. COOPERATIVE USE OF CONTRACT. This contract is available through National IPA to agencies nationwide. The City has also entered into various cooperative purchasing agreements with other Arizona government agencies, including the Strategic Alliance for Volume Expenditures (SAVE) cooperative. Under the SAVE Cooperative Purchasing Agreement, any contract may be extended for use by other municipalities, school districts and government agencies through National IPA or SAVE in the State of Arizona with the approval of Contractor. Any such usage by other entities must be in accordance with the statutes, codes, ordinances, charter and/or procurement rules and regulations of the respective government agency.

A contractor, subcontractor or vendor or any employee of a contractor, subcontractor or vendor who is contracted to provide services on a regular basis at an individual school shall obtain a valid fingerprint clearance card pursuant to title 41, chapter 12, article 3.1. A school district governing board shall adopt policies to exempt a person from the requirements of this subsection if the person's normal job duties are not likely to result in independent access to or unsupervised contact with pupils. A school district, its governing board members, its school council members and its employees are exempt from civil liability for the consequences of adoption and implementation of policies and procedures pursuant to this subsection unless the school district, its governing board members, its school council members or its employees are guilty of gross negligence or intentional misconduct.

Additionally, Contractor will comply with the governing body’s fingerprinting policy of each individual school district and public entity. Contractor, subcontractors, vendors and their employees will not provide services on school district properties until authorized by the school district.

Orders placed by other agencies and payment thereof will be the sole responsibility of that agency.

The City is not responsible for any disputes arising out of transactions made by others. The City is not a party to any agreements between the Contractor and National IPA, National IPA and other agencies, the Contractor and other agencies, or any third-party contracts in any way related to this Agreement or the cooperative use of this Agreement.

39. FUEL CHARGES AND PRICE INCREASES. No fuel surcharges will be accepted. No price increases will be accepted without proper request by Contractor and response by the City’s Purchasing Division.

40. NOTICES. All notices to be given pursuant to this Agreement must be delivered to the parties at their respective addresses . Notices may be (i) personally delivered; (ii) sent via certified or registered mail, postage prepaid; (iii) sent via overnight courier; or (iv) sent via email or facsimile.

If provided by personal delivery, receipt will be deemed effective upon delivery. If sent via certified or registered mail, receipt will be deemed effective three (3) calendar days after being deposited in the United States mail. If sent via overnight courier , email or facsimile, receipt will be deemed effective two (2) calendar days after the sending thereof.

41. GOVERNING LAW, FORUM. This Agreement is governed by the laws of the State of Arizona.

The exclusive forum selected for any proceeding or suit in law or equity arising from or incident to this Agreement will be Maricopa County, Arizona.

42. INTEGRATION CLAUSE. This Agreement, including all attachments and exhibits hereto, supersede all prior oral or written agreements, if any, between the parties and constitutes the entire agreement between the parties with respect to the work to be performed.

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43. PROVISIONS REQUIRED BY LAW. Any provision required by law to be in this Agreement is a part of this Agreement as if fully stated in it.

44. SEVERABILITY. If any provision of this Agreement is declared void or unenforceable, such provision will be severed from this Agreement, which will otherwise remain in full force and effect.

The parties will negotiate diligently in good faith for such amendment(s) of this Agreement as may be necessary to achieve the original intent of this Agreement, notwith standing such invalidity or unenforceability.

45. SURVIVING PROVISIONS. Notwithstanding any completion, termination, or other expiration of this Agreement, all provisions which, by the terms of reasonable interpretation thereof, set forth rights and obligatio ns that extend beyond completion, termination, or other expiration of this Agreement, will survive and remain in full force and effect. Except as specifically provided in this Agreement, completion, termination, or other expiration of this Agreement will not release any party from any liability or obligation arising prior to the date of termination.

46. A.R.S. SECTIONS 1-501 and 1-502. Pursuant to Arizona Revised Statutes Sections 1-501 and 1- 502, any person who applies to the City for a local public benefit (the definition of which includes a grant, contract or loan) must demonstrate his or her lawful presence in the United States. As the Agreement is deemed a local public benefit, if Contractor is an individual (natural) person or sole proprietorship, Contr actor agrees to sign and submit the necessary documentation to prove compliance with the statutes as applicable.

Dec. 13, 2022
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Matt Bauer
9/12/2018
Dec. 13, 2022
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mesa az
Contract Title: INFORMATION TECHNOLOGY SOLUTIONS & SERVICES Contract Number: 2018011
Amendment Number: 1
Description of Change: Amendment to incorporate the below "Federal Certifications" document with the Contract.

Effective Date of Change: 8/7/2018
Acceptance: On behalf of the undersigned Contractor , I have given careful consideration to this Contract Amendment and hereby agree to the change(s) and except that as amended herein, all provisions of the Contract remain in full force and effect.

CDW GOVERNMENT, LLC.:

Signature
Christina V. Rother
Printed Name
Date
Signature
Printed Name
Date
City of Mesa:

Signature
City Manager Designee
Date
Dec. 13, 2022
Item #6 Page 55 of 61

FEDERAL CERTIFICATIONS
ADDENDUM FOR AGREEMENT FUNDED BY U.S. FEDERAL GRANT
TO WHOM IT MAY CONCERN:

Participating Agencies may elect to use federal funds to purchase under the Master Agreement. This form should be completed and returned.

The following certifications and provisions may be required and apply when a Participating Agency expends federal funds for any purchase resulting from this procurement process. Pursuant to 2 C.F.R. § 200.326, all contracts, including small purchases, awarded by the Participating Agency and the Participating Agency's subcontractors shall contain the procurement provisions of Appendix II to Part 200, as applicable.

APPENDIX II TO 2 CFR PART 200
(A) Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.

Pursuant to Federal Rule (A) above, when a Participating Agency expends federal funds, the Participating Agency reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party.

Does offerer agree? YES ~ Q.... Initials of Authorized Representative of offeror (B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to Federal Rule (B) above, when a Participating Agency expends federal funds, the Participating Agency reserves the right to immediately terminate any agreement in excess of $10,000 resulting from this procurement process in the event of a breach or default of the agreement by Offeror in the event Offeror fails to: (1) meet schedules, deadlines, and/or delivery dates within the time specified in the procurement solicitation, contract, and/or a purchase order; (2) make any payments owed; or (3) otherwise perform in accordance with the contract and/or the procurement solicitation. Participating Agency also reserves the right to terminate the contract immediately, with written notice to offeror, for convenience, if Participating Agency believes, in its sole discretion that it is in the best interest of Participating Agency to do so. Offeror will be compensated for work performed and accepted and goods accepted by Participating Agency as of the termination date if the contract is terminated for convenience of Participating Agency. Any award under this procurement process is not exclusive and Participating Agency reserves the right to purchase goods and services from other offerors when it is in Participating Agency's best interest.

Does offeror agree? YES Q ':J,(L. Initials of Authorized Representative of offeror (C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 CFR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." Pursuant to Federal Rule (C) above, when a Participating Agency expends federal funds on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein.

Does offeror agree to abide by the above? YES 0.s,.[ S3------- Initials of Authorized Representative of offeror (D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance 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"). In accordance with the statute, contractors must be required to 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. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non- Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti-Kickback" Act (40 U.S.C. 3145), as Dec. 13, 2022
Item #6 Page 56 of 61

CONTRACT AMENDMENT
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"). The Act provides that each contractor or subrecipient must be 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. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency.

Pursuant to Federal Rule (D) above, when a Participating Agency expends federal funds during the term of an award for all contracts and subgrants for construction or repair, offerer will be in compliance with all applicable Davis-Bacon Act provisions.

Does offerer agree? YES ____ Q.,,__.,~✓~\L--:::~'--------------lnitials of Authorized Representative of offerer (E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance 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, each contractor must be required to 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. These requirements do 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.

Pursuant to Federal Rule (E) above, when a Participating Agency expends federal funds, offerer certifies that offerer will be in compliance with all applicable provisions of the Contract Work Hours and Safety Standards Act during the term of an award for all contracts by Participating Agency resulting from this procurement process.

Does offerer agree? YES QJJ CJ---: Initials of Authorized Representative of offerer (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of "funding agreement" under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency.

Pursuant to Federal Rule (F) above, when federal funds are expended by Participating Agency, the offerer certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offerer agrees to comply with all applicable requirements as referenced in Federal Rule (F) above.

Does offerer agree? YES _____ c_~~~CT-__________ lnitials of Authorized Representative of offerer (G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C.1251-1387), as amended-Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non- Federal award to agree 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 must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA)
Pursuant to Federal Rule (G) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency member resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (G) above.

Does offerer agree? YES C":NQ---- Initials of Authorized Representative of offeror (H) Debarment and Suspension (Executive Orders 12549 and 12689)-A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the 0MB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

Pursuant to Federal Rule (H) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offerer certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

Rev. July 2017
Dec. 13, 2022
Item #6 Page 57 of 61

CONTRACT AMENDMENT
Does offerer agree? YES _____ C..-Al...,._ ...... \2--........,""---------lnitials of Authorized Representative of offerer (I) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)-Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award.

Pursuant to Federal Rule (I) above, when federal funds are expended by Participating Agency, the offerer certifies that during the term and after the awarded term of an award for all contracts by Participating Agency resulting from this procurement process, the offerer certifies that it is in compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). The undersigned further certifies that:
(1) No Federal appropriated funds have been paid or will be paid for on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any 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 a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with this Federal grant or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying", in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all covered sub-awards exceeding $100,000 in Federal funds at all appropriate tiers and that all subrecipients shall certify and disclose accordingly.

Does offerer agree? YES ___ C_.'1~Q~~----------lnitials of Authorized Representative of offerer

RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS When federal funds are expended by Participating Agency for any contract resulting from this procurement process, offerer certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333. The offerer further certifies that offerer will retain all records as required by 2 CFR § 200.333 for a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

Does offerer agree? YES C,.>,J (2 .... Initials of Authorized Representative of offerer

CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT When Participating Agency expends federal funds for any contract resulting from this procurement process, offeror certifies that it will comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18).

Does offerer agree? YES ~ ~ Initials of Authorized Representative of offerer

CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration, or Federal Transit Administration funds, offerer certifies that its products comply with all applicable provisions of the Buy America Act and agrees to provide such certification or applicable waiver with respect to specific products to any Participating Agency upon request. Purchases made in accordance with the Buy America Act must still follow the applicable procurement rules calling for free and open competition.

Does offerer agree? YES ____ (.,_,._'A}_,,_½-:::::_,._~ ______ _ _ _ lnitials of Authorized Representative of offerer CERTIFICATION OF ACCESS TO RECORDS-2 C.F.R. § 200.336
Offerer agrees that the Inspector General of the Agency or any of their duly authorized representatives shall have access to any books, documents, papers and records of offerer that are directly pertinent to offerer's discharge of its obligations under the Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to offerer's personnel for the purpose of interview Rev. July 2017
Dec. 13, 2022
Item #6 Page 58 of 61

CONTRACT AMENDMENT
and discussion relating to such documents.

Does offeror agree? YES ____ (J""-"-~_,._,(L._.....,..,,,,=-___ _ _ ____ lnitials of Authorized Representative of offeror

CERTIFICATION OF APPLICABILITY TO SUBCONTRACTORS
Offeror agrees that all contracts it awards pursuant to the Contract shall be bound by the foregoing terms and conditions.

Does offeror agree? YES QA\ C2_. Initials of Authorized Representative of offeror Offeror agrees to comply with all federal, state, and local laws, rules, regulations and ordinances, as applicable. It is further acknowledged that offeror certifies compliance with all provisions, laws, acts, regulations, etc. as specifically noted above.

Offeror's Name: __ C""D,,,_W!..!....:::G::.::oC!.:ve"-'-r'-"nm"-"e"-'-n!.:J.t-=Lc::clC:::.--_______________________ _ Address, City, State, and Zip Code: 230 N. Milwaukee Ave Vernon Hills IL 60061-9740 Phone Number: 866.339.9816 Fax Number: ______________ _ Printed Name and Title of Authorized Representative:_-=Oiristina=· =· =V~·=RJ=ofuer=----------------- Email Address: ..,gs'-"p-"'@"""cc.::.dW:..:..9::i..:.·co=m"---_______________________________ _ Signature of Authorized Representative: ~ \( \Go~
Rev. July 2017

CONTRACT AMENDMENT
Rev. July 2017
Contract Title: Information Technology Solutions
Contract Number: 2018011 MA Number: 19000009
Amendment Number: Two (2)
Description of Change: Contract renewal. Term of contract March 1, 2023 through February 28, 2025.

Effective Date of Change: March 1, 2023
Acceptance: On behalf of the undersigned Contract or, I have given careful consideration to this Contract Amendment and hereby agree to the change(s) and except that as amended herein, all provisions of the Contract remain in full force and effect.

CDW Government LLC: City of Mesa:

Signature Signature
Printed Name City Manager Designee
______________________________________
Date Date
Reviewed by:

Ted Stallings, Procurement Officer II
Robert F. Kirby, President
05/25/2022
Dec. 13, 2022
Item #6 Page 59 of 61
~
mesa -az
Exhibit 2

Informa
tion Technology Department
1635 Faraday Ave ï Carlsbad, CA 92008 ï 760-602-2450 t

Memo
randum

November 29, 2022

To: Roxanne Muhlmeister, Assistant Finance Director/Purchasing Officer From: Joe Stephenson, IT Operations Manager
Via: Maria Callander, IT Director
Re: Approve the cooperative use of the National IPA/OMNIA Technology Solutions agreement with CDW•G, LLC.

The IT
Department would like to cooperatively use the National IPA/OMNIA Technology Solutions – (#2018011-01) agreement with CDW•G, LLC to provide for the purchase of the Varonis Data Security Platform for a 3-year term at an annual cost of $162,492 for a total cost of $487,476.00.

This request is in the best interest of the City of Carlsbad as the city has data security requirements and CDW•G is a preferred vendor. Additionally, CDW•G has worked with the city on other past projects that provides the company with a unique understanding of our systems and goals.

CDW•G is a full-service vendor that provides for the procurement of software, hardware, licenses, support, maintenance and professional services for many of the IT Department’s needs.

As per Carlsbad Municipal Code Section 3.28.100 – Cooperative purchasing, “The purchasing officer shall have the authority to join with other public or quasi-public agencies in cooperative purchasing plans or programs for the purchase of goods and/or services by contract, arrangement or agreement as allowed by law and as determined by the purchasing officer to be in the city’s best interest. The purchasing officer may buy directly from a vendor at a price established by another public agency when the other agency has made their purchase in a competitive manner.”

Approval for Exemption

____________________________________ ____________
Roxanne Muhlmeister, Date
Assistant Finance Director/Purchasing Office
12/6/2022
Dec. 13, 2022
Item #6 Page 60 of 61
( City of
Carlsbad
Muhlmeister
Nove
mber 29, 2022

CC: Maria Callander, IT Department Director
Cindie McMahon, City Attorney
Brent Gerber, Senior Management Analyst
Shea Sainz, Senior Contract Administrator
Joy Lile, Contract Administrator
Dec. 13, 2022
Item #6 Page 61 of 61