ITEM 4. 6
CITY MANAGER' SREPORT
DECEMBER 8, 2025 CITY COUNCIL REGULAR MEETING
ITEM:
RECOMMENDATION:
RATIFY THE PURCHASES FROM CDW- G FOR
CYBER SECURITY RELATED SOFTWARE
SUBSCRIPTIONS AND AUTHORIZE
ADDITIONAL CYBER SECURITY PURCHASES
Adopt a Resolution to Ratify Purchases from
CDW- Gfor a Cyber Security Related Software
Subscriptions and Authorize Additional Cyber
Security Purchases
SUMMARY:
The Information Systems Department ( ISD) utilizes an array of cyber security related software subscriptions as tools to protect the City' s
network systems. However, it' s
imperative to note that the details of the proposed cyber security software subscriptions cannot be publicly disclosed due to significant security risks associated with such sensitive information. Publishing these details could inadvertently provide malicious actors with valuable insights, potentially enabling them to exploit vulnerabilities and launch harmful cyber- attacks against the City' s systems.
Therefore, to safeguard against such threats and ensure the continued integrity of the City' s cyber security infrastructure, the specific details of the software subscriptions must remain undisclosed.
The City Manager approved the purchase of two ( 2) software subscription extensions in November 2025, to ensure no disruption to the services provided by the software subscriptions. The purchase of these software subscriptions aligns with the urgency of maintaining compliance with the rigorous standards set forth by the Department of Homeland Security ( DHS) and Department of Justice ( DOJ) compliance. By ensuring services will not be disrupted, the City aims to mitigate potential risks and ensure adherence to regulatory standards. Moreover, maintaining compliance with these standards is essential for securing cyber insurance coverage, which not only enhances the City' s overall cyber security resilience but also has the potential to reduce associated costs. Hence, this investment serves as a proactive measure to enhance the City' scyber security defenses and safeguard the integrity of the City' s digital infrastructure. Additional cyber security software expenses are projected at 75, 000 for the fiscal year 25-6 from CDW- Government, Inc. (CDW- G).
Tonight, Staff requests City Council adopt a resolution to ratify purchases from CDWG for a sum not to exceed $ 77, 601 for the purchase of two ( 2) second year cyber security related software subscription extensions and authorize the City Manager to authorize additional expenses up to $ 75, 000 related to cyber security software expenses.
CITY MANAGER' SREPORT PAGE 2
DECEMBER 8, 2025 CITY COUNCIL REGULAR MEETING
RATIFY THE PURCHASES FROM CDW- G FOR CYBER SECURITY RELATED
SOFTWARE SUBSCRIPTIONS AND AUTHORIZE ADDITIONAL CYBER
SECURITY PURCHASES
BACKGROUND:
The ISD utilizes a variety of cyber security software subscriptions, essential for aligning with the rigorous standards outlined by the National Institute of Standards and Technology ( NIST). Compliance with these standards is not only mandated by the Department of Homeland Security ( DHS) and the Department of Justice ( D0J) but also required for the City to pursue State and Federal Grants in the future.
Additionally, adherence to NIST guidelines enables the City to maintain its' cyber security insurance, thereby potentially reducing the overall cyber security insurance expenses incurred by the City. By continuing to invest in this initiative, the City demonstrates its commitment to proactive cyber security measures, ensuring resilience against emerging threats.
The software subscriptions previously approved to be purchased by City Council in March 2024 require extension prior to termination for a sum of $ 77, 601. The City Manager has previously authorized purchases from CDW- G for other cyber security subscription extensions from CDW- G. Approval of these purchases are therefore above his signing authority for the aggregate of this vendor as would be any additional purchases from CDW- G for cyber security software subscription extensions.
Tonight, Staff requests City Council adopt a resolution to ratify purchases from CDWG for a sum not to exceed $ 77, 601 for the purchase of two ( 2) second year cyber security related software subscription extensions and authorize the City Manager to approve additional expenses up to $ 75, 000 related to cyber security software expenses.
REASON FOR RECOMMENDATION:
To ensure compliance with the requirements of the Department of Homeland Security DHS) and the Department of Justice ( D0J), enhance the City' s cyber security posture, maintain cyber security insurance coverage, and potentially reduce insurance premiums.
FISCAL IMPACT:
There are sufficient funds in the budget for GL 1010-7- 20- 435- 10- 0as approved by the City Council in the biennial budget for fiscal year 25-6.
ATTACHMENTS:
A. Resolution to Ratify Purchases with CDW- G for Cyber Security Related Software Subscriptions and Authorize Additional Cyber Security Purchases B. Redacted PO # 2026-50 with CDW- G for the Cyber Security Related Software Subscription
C. Redacted PO # 2026- 304 with CDW- G for the Cyber Security Related Software Subscription
CITY MANAGER' S REPORT PAGE 3
DECEMBER 8, 2025 CITY COUNCIL REGULAR MEETING
RATIFY THE PURCHASES FROM CDW- GFOR CYBER SECURITY RELATED
SOFTWARE SUBSCRIPTIONS AND AUTHORIZE ADDITIONAL CYBER
SECURITY PURCHASES
APPROVALS:
ernandes Date
Inf. rma ion Systems Director
Carl Jam
Finance Dector
nda4/ aoas
Date
Z/ V/o
Thomas Hedegard Date
Deputy City Manager
Zy- tom- S -
Salvador Navarrete Date
City Attorney
Stephen J. Salvatore
City Manager
iz• `4'. zZG".
Date
RESOLUTION NO. 25 -
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP TO RATIFY
PURCHASES FROM CDW- G FOR CYBER SECURITY RELATED SOFTWARE
SUBSCRIPTIONS AND AUTHORIZE ADDITIONAL CYBER SECURITY
PURCHASES
WHEREAS, cybercrime poses a significant threat to the privacy and economic security of all consumers and businesses; and
WHEREAS, every day the City is faced with hundreds of thousands of relentless attempts by hackers and web pirates attempting to steal financial, business, personal, or otherwise sensitive information; and WHEREAS the Information Systems Department ( ISD) utilizes an array of cyber security related software subscriptions as tools to protect the City' s network systems; and
WHEREAS, it' s imperative to note that the details of the proposed cyber security software subscriptions cannot be publicly disclosed due to significant security risks associated with such sensitive information; and
WHEREAS, the City Manager approved the purchase of two ( 2) software subscription extensions in November 2025, to ensure no disruption to the services provided by the software subscriptions; and
WHEREAS, additional cyber security software expenses from CDW- G are projected at $ 75, 000 for the fiscal year 25-6; and
WHEREAS, this investment serves as a proactive measure to enhance the City' s cyber security defenses and safeguard the integrity of the City' s digital infrastructure; and
WHEREAS, staff requests that the City Council adopt a resolution to ratify purchases with CDW- G for cyber security related software subscriptions in the amount not to exceed $ 77, 601 and authorize the City Manager to approve additional cyber security purchases from CDW- Gfor a sum not to exceed $ 75, 000.
NOW, THEREFORE, BE IT RESOLVED, the City Council of the City of Lathrop does hereby ratify purchases from CDW- G for cyber security related software subscriptions in the amount not to exceed $ 77, 601 and authorize the City Manager to approve additional cyber security purchases from CDW- G for a sum not to exceed 75, 000.
The foregoing resolution was passed and adopted this 8th day of December 2025, by the following vote of the City Council, to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
Paul Akinjo, Mayor
ATTEST: APPROVED AS TO FORM:
Teresa Vargas, City Clerk Salvador Navarrete, City Attorney Docusign Envelope ID: 90A1FBEA- C60C- 4BA8- 80E7- F297675D56E8 The parties to this agreement
are:
Vendor No. 1568
CDW Government, Inc
a) 75 Remittance Dr, Suite 1515
C Chicago, IL 60675- 1515
350. 00
180. 00
175. 00
530. 00
250. 00
530. 00
EACH
EACH
EACH
EACH
EACH
EACH
a0 390 Towne Centre Dr
Lathrop, CA 95330
4 to 390 Towne Centre Dr
2 Lathrop, CA 95330
4 o
Purchase Order
No. 2026- 00000250
Date 10// 2025
Resolution
PURCHASE ORDER NUMBER MUST
APPEAR ON ALL INVOICES, SHIPPERS, BILL
OF LADING AND CORRESPONDENCE
DELIVER BY
SHIP VIA
FREIGHT TERMS
PAGE 1of3
ORIGINATOR Emily Malay
17.500 $ 6, 002. 50
28. 6000 $ 5, 148. 00
27. 9800 $ 4, 896. 50
16. 2000 $ 8, 586. 00
15.600 $ 3, 790. 0
8. 6500 $ 4, 584.0
The contractor agrees to furnish all labor, equipment and materials necessary to perform the services describe herein and agrees to comply with the terms and conditions identified below which are made a part hereof by this reference ( Outline exact detail what is to be clone, where is to be done and include work specifications, if applicable.)
rDocuiloned
by:
ruustkits 10/ 6/ 2025 51% Sluirtuf
33, 007. 50
10/ 6/ 2025
CITY OF LATHROP VENDOR ( Signature)
RECOMMENDED FOR APPROVAL DATE APPROVED BY DATE
Tim Sharkey 10/ 6/ 2025
CITYISF LATHROP VENDOR ( Pant Name) APPROVED BY DATE APPROVED BY DATE Special Instructions
Docusign Envelope ID: 90A1FBEA- C60C- 4BA8- 80E7- F297675D56E8
STANDARD PURCHASE ORDER
TERMS AND CONDITIONS
ACCEPTANCE. Acceptance of this Purchase Order, whether by written acknowledgement or by performance by Seller, shall be upon the terms and conditions hereof; no other terms or conditions shall be binding on Buyer unless written approval thereof specifically referring to such other terms and conditions shall have been given to Seller.
INVOICES. Separate invoice shall be supplied for each Purchase Order shipment Each invoice shall be itemized and shall show Contract Number, terms, discounts, date of shipment or service dates, and Purchase Order Number. Failure to show said items may result in delay ofpayment with all rights reserved, including cash discounts. The Vendor name on this Purchase Order resulted from a quotation signed in the same name. Payment will not be made to a firm name other than that shown on the face hereof without written assignment.
3. PAYMENT TERMS. Seller shall receive payment either by One -Time payment ( Lump Sum), Monthly or Quarterly ITEMIZED INVOICE. All payments are in arrears.
4. ORDER CHANGES. The Buyer shall have the right from lime to time by written notices to make changes in gantities andfor delivery dates of any article, material, at services covered by this Purchase Order prior to the time the item or items are actually placed into final production by the Seller. If such changes are made alter the article, material, or services are placed into final production by the Seller and such changer cause a substantial increase or decrease in Seller' s performance will be made and this order will be modified in writing accordingly, provided that any claim far adjustment must be asserted by the Seller within a reasonable time (in no case to exceed twenty days) after the change is ordered.
5. SIPPING. Seller will indicate plainly the Purchase OrderNumber on all bills oflading, all goads shipped pursuant to said order, and an all invoices, freight bills, and packages. Each padcage must contain a memorandum showing Seller' s name, contents of package, and Purchase Order Number.
Shipments of goods specified on this Purchase Order member should result in lowest possible freight rate unless otherwise specified by Buyer. Penalties or increased charges due to failure to observe this provision will be charged to Seller.
Slopping costs for goods on back order shall be paid only at the rate which would have been applicable had the complete order been shipped at one time. All excess costs shall be borne by Seller. Partial shipments must be identified as such on shipping memoranda and invoices.
When shipping, Seller will make no declaration ofvalue to carried, except where shipment is subject to released value ratings.
Any materials supplied to City which are covered by the OSHA Hazard Commhmication Standard must be accompanied by the applicable Material Safety Data Sheet (MSDS) at the time of delivery.
6. DELIVERY. Unless otherwise expressly provided, Seller shall deliver all articles to Buyer' s premises, free of all freight handling, transportation, drayage, boxing and similar charges. All times in this contract are of the essence.
7. TERMINATION. Buyer may terminate all or part of this contract, with or without cause. If buyer terminates without cause, then Buyer shall pay all reasonable termination charges incurred by Seller a. DECLINE IN PRICES. Buyer shall be protected in the event of declining prices on the undelivered portion of this Purchase Order. If prices decline got items ordered, Seller may elect to meet priced reductions or other vendors, or is own lower prices to other purchasers, but ifSeller should raise to do so, Buyer shall have the right to cancel any or all ofthe balance due on this Purchase Order without cost to Buyer.
9. FORCE MAJEURE. Neither Seller nor Buyer shall be liable for nonperformance due to causes beyond reasonable control. Where only a part of Seller' s
capacity to perform is excused under this paragraph, Seller must allocated production and deliveries among the various customer then under contract for similar goods during the period. The allocation must be made in a fair and equitable manner. Where either Seller or Buyer claims an excuse for nonperformance under this paragraph, it must give notice in writing to the other party. Seller shall not be obligated to sell, nor Buyer obligated to purchase, at a later date, that portion ofthe goods that Seller is unable to deliver or Buyer is unable to receive or use due to any excused cause. No goods are to be tendered by Seller after the expiration of the terms specified in this Purchase Order without consent of Buyer.
10. WARRANTY. Seller warrants that all articles and services covered by this Purchase Order will conform to drawings, specifications, or samples and will be merchantable and of good material, design and workmanship, tree from all defects, and suitable for the use intended.
All articles will be subject to Buyer' sinspection and rejection at the place of delivery. Defective articles may be returned to the Seller for full credit or replacement at the Seller' srisk and expense, including transportation charges both ways, but no defective articles shall be replaced without formal replacement order signed by the Buyer.
11. ASSIGNMENT. Neither party shall assign or transfer this Purchase Order without the written consent ofthe other.
12. INDEMNITY. SELLER WARRANTS THAT GOODS FURNISHED UNDER THIS PURCHASE ORDER DO NOT INFRINGE ANY PATENT, TRADEMARK, OR TRADE NAME, OR COPYRIGHT AND AGREES TO INDEMNIFY AND SAVE HARMLESS BUYER OR ITS VENDEES FROM ANY AND ALL CLAIMS, SUITS, LL. BILITIES, DAMAGES, LOSSES, OR EXPENSES INCURRED BY BUYER OR ITS VENDEES BY REASON OF ANY ALLEGED INFRINGEMENT OF ANY SUCH RIGHTS.
Docusign Envelope ID: 90A1 FBEA- C60C- 4BA8- 80E7- F297675D56E8 PAGE 3 OF 3
SELLER SHALL INDEMNIFY AND HOLD HARMLESS BUYER AND ITS AGENTS AND EMPLOYEES FROM AN AGAINST ALL CLAIMS. DAMAGES, LOSSES AND EXPENSES, INCLUDING ATTORNEY' SFEES, ARISING OUT OF OR
RESULTING FROM THE PERFORMANCE OF THE WORK CAUSED BY ANY NEGLIGENT ACT OR OMISSION OF SELLER, ANY SUBCONTRACTOR, OR ANYONE FOR WHOSE ACTS ANY OF THEM MAY BE LIABLE. IN CASE OF CONCURRING FAULT, EACH PARTY SHALL BEAR ITS SHARE OF THE LOSS.
13. BUYER' SPROPERTY. Any property ofBuyer in Seller' sactive or constructive possession or custody hereumder will be at Sellers risk, and Seller agrees to reimburse Buyer for any loss or damage to such property however caused_ 14_ COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS_ By acceptance hereof, Seller Warrants:
a) that all goods, merchandise, and materials delivered and services rendered hereunder will have been produced and provided in compliance with allrequirements ofthe Fair Labor Standards Act of 1938, as amended, and b) that all goods, materials, and equipment delivered hereunder shall comply with the applicable federal standards prescribed by the Occupational Safety and Health Act of 1970, or as amended c) that Seller will comply with all applicable laws, rules and regulations of federal, state and local governments and agencies, thereof, including but not limited to Executive Orders 11246, 11701, and section 503 ofPublic Law 93- 112, The Rehabilitation Act of 1973, the provisions of The Americans and Disabilities Act, Transient Employer Law ( 285.30 RS Mo. et seq.) and Excessive Unemployment law (Section 290. 550 et seq R. S. Mo.) which are hereby incorporated by reference, unless this Purchase Order is exempt pursuant to said Executive Orders, or Acts and the regulations issued thereunder_
15. WORKER' SCOMPENSATION, EMPLOYER' SLIABILITY, AND GENERAL LIABILITY. When work is performed on Buyer' s premises, Seller agrees to carry at Seller' sown expense. a) Worker' sCompensation and Employer' sliability Insurance. b) General liability ( including Contractual Liability and Products Liability/ Completed Operations) Insurance and Auto liability insurance each in amounts no less than $ I,000,00 per occurrence. Insurance certificates ofsuch coverage shall be submitted to City Utilities' Risk Management upon request ofBuyer.
16. INSOLVENCY. If Seller shall become insolvent, file a petition in bankruptcy, or shall make an assignment for the benefit of creditors. or if a receiver or trustee shall be appointed of or for any of Seller' s property or business, the Purchase Order may
option without liability.
be cancelled at Buyer' s
17. TAXES. Seller agrees to cooperate with Buyer in opposing the imposition of any tax an any article covered by this Purchase Order, the legality ofwhichis questioned by Buyer, and in securing any abatement or any refund thereof sought by Buyer.
18. FOREIGN SHIPMENTS. Foreign shipments must be preceded by execution of formal Consular Invoice. At time of shipment. Ocean Bills of Lading, Consular Invoice, and Commercial Invoices, in triplicate, shall be forwarded directly to the Purchasing Agent issuing this Purchase Order.
19. VENUE. This Purchase Order shall be governed by the law of the State ofCalifornia.
20. BRANDING. Seller warrants that all materials covered by this Purchase Order are no altered or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act; not an article with may not , under provisions ofSection 404 or 505 of said act, be introduced into interstate commerce, and not adulterated or misbranded within the meaning of the pure food and drug laws or the ordinances of any state err city which are applicable to such shipment or delivery, and Seller hereby agrees to mdmmify and save the Buyer harmless from and against all claims, charges, action and proceedings brought against Buyer by any lawful government authority or by any person on account of any alleged adulteration or misbranding by Seller of any such material referred to above. Seller does no guarantee against any such material becoming adulterated or misbranded after delivery to Buyer by reason of causes beyond Seller' scontrol
21. CONFLICTING TERMS. In case of a conflict between these terms and conditions and those of a separate written contract signed by both Buyer and Seller, the written contract shall prevail.
22. REVIEW OF RECORDS. During the term ofthe purchase order/ agreement and for three years thereafter, City ofLathrop ( City) shall have the right to review Seller' srecords, only for the purposes of verifying claims for payment and compliance with the terms and conditions ofthe purchase order/ agreement for at least three years after final payment.
23. OFFSETTING BILLS. City nerves the right to apply offsetting payments for goods and/' or services that are due against delinquent utility bills which are due City.
24. NON- EXCLUSIVE AGREEMENT. The purchase order is a non- exclusive contract and City reserves the right to purchase same or like materials and/ or services from other sources as City deems necessary and appropriate.
Docusign Envelope ID: 90A1FBEA- C60C- 4BA8- 80E7- F297675D56E8 Thank you for choosing CDW. We have received your quote.
Hardware Software Services IT Solutions Brands Research Hub
QUOTE CONFIRMATION
TONY FERNANDES,
Thank you for considering CDWG for your technology needs. The details of your quote are below. If you are an eProcurement or single siap on customer. please too 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.
This quote is subject to CDW' s Third Party Cloud Services Order Form Terms and Conditions set forth at
https:// www. cdg.om/ content/ cdwg/ en/ terms- conditions/ third- paty- cloud- services- order- torm-er ms - and -conditions-. html
Convert Quote to Order
ACCOUNT MANAGER NOTES: Thank You.
QUOTE N QUOTE DATE QUOTE REFERENCE CUSTOMER • GRAND TOTAL 9/4/ 2025 33, 0077.. 5050
IMPORTANT - PLEASE MEAD
Special Instructions;
QUOTE DETAILS
ITEM QTY
350
180
175
530
UNIT PRICE EXT. PRICE
17.5 $ 6, 002. 50
28. 60 $ 5, 148. 00
27. 98 $ 4, 896. 50
0.0 $ 0.0
16. 20 $ 8, 586. 00
Docusign Envelope ID: 90A1FBEA- C80C- 45A8- 80E7- F297675056E8 QUOTE DETAILS ( CONT.)
250
530
5 15.6 $ 3, 790. 0
8. 65 $ 4, 584.0
0.0 $ 0.0
These services are considered Third Party Services, and this purchase is subject to CDW' s Ipird rim land loam Iguny mg Conditions, unless you have a written agreement with CDW covering your purchase of products and services, in which case this purchase is subject to such other written agreement.
The third -party Service Provider will provide these services directly to you pursuant to the Service Provider' sstandard terms and conditions or such other terms as agreed upon directly between you and the Service Provider. The Service Provider, not CDW, will be responsible to you for delivery and performance of these services. Except as otherwise set forth in the Service Provider' s agreement, these services are
non - cancellable, and all fees are non- refundable.
PURCHASER BILLINI INFO
Billing Address:
CM OF LATHROP
ACCTS PAYABLE
390 TOWNE CENTRE DR
LATHROP, CA 95330-58
Phone: (209) 941- 7200
Payment Terms: NET 30 -VERBAL
4 Sales Contact Info
SUBTOTAL
SHIPPING
SALES TAX
GRAND TOTAL
DELIVER TO
Shipping Address:
CITY OF LATHROP
TONY FERNANDES
390 TOWNE CENTRE DR
LATHROP, CA 95330-58
Phone: (209) 941- 7200
Shipping Method: ELECTRONIC DISTRIBUTION
Please runt payments to:
CDW Government
75 Remittance Drive
Suite 1515
Chicago, R. 60675- 1515
Tim Sharkey I ( 877) 881- 6919 I timshar@cdwq. com
33, 007. 50
0.0 0.0
33, 007. 50
Docusign Envelope ID: 90A1FBEA- C60C- 4BA8- 80E7- F297675D56E8 Need Help?
My Account Support Call 800. 4239
About Us I Privacy Policy I Terms and Conditions
This order is subject to CDW' sTerms and Conditions of Sales and Service Projects at http:// www. mwg. comicontentiterms- concitions/ product- sales. asox For more information, contact a CDW account manager.
2025 CDWG LLC, 200 N. Milwaukee Avenue, Vernon Hills, IL 60061 1800. 808. 4239
Docusign Envelope ID: 48AB003C- F591- 473A- 9558- 6AE1FSCCC4C6 igkiv
The parties to this agreement
are:
Vendor No. 1568
CDW Government, Inc
3 75 Remittance Dr, Suite 1515
Q Chicago, IL 60675- 1515
250. 00 EACH
150. 00 EACH
400. 00 EACH
5. 00 EACH
250. 00 EACH
1. 00 EACH
470. 00 EACH
470. 00 EACH
W 390 Towne Centre Dr
Lathrop, CA 95330
0 Cl) 390 Towne Centre Dr
Z. Lathrop, CA 95330
mi
0 Purchase Order
No. 2026- 00000304
Date 10/ 27/025
Resolution
PURCHASE ORDER NUMBER MUST
APPEAR ON ALL INVOICES, SHIPPERS, BILL
OF LADING AND CORRESPONDENCE
DELIVER BY
SHIP VIA
FREIGHT TERMS
PAGE 1 of 3
ORIGINATOR Emily Malay
62.100 $ 15, 652. 50
62.100 $ 9, 391. 50
3. 0600 $ 1, 224. 00
955. 0000 $ 4, 775. 00
4. 7800 $ 1,95. 00
665. 9900 $ 665. 99
18.300 $ 8, 521. 10
6. 7400 $ 3, 167. 80
The contractor agrees to furnish all labor, equipment and materials necessary to perform the services describe herein and agrees to comply with the terms and conditions identified below which are made a part hereof by this reference ( Outline exact detail what is to be done, where is to be done and include work specifications, if applicable.)
Doaasbn. dby:
vww./ wf
10/ 28/025
CITY OF LATHROP
RECOMMENDED FOR APPROVAL
r—Siened by:
lSD
VENDOR ( Signature)
DATE APPROVED BY
CITY OF LATHROP
APPROVED BY DATE
Special Instructions
Tim Sharkey
44, 592. 89
10/ 28/025
DATE
10/ 28/025
VENDOR ( Print Name)
APPROVED BY DATE
Docusign Envelope ID: 48AB0D3C- F591- 473A- 9558- 6AE1F8CCC4C6
STANDARD PURCHASE ORDER
TERMS AND CONDITIONS
1. ACCEPTANCE. Acceptance of this Purchase Order, whether by written acknowledgement or by performance by Seller, shall be upon the terms and conditions hereof; no other terms or conditions shall be binding on Buyer unless written approval thereof specifically referring to such other terms and conditions shall have been given to Seller.
2. INVOICES. Separate invoice shall be supplied for each Purchase Order shipment_ Each invoice shall be itemized and shall show Contract Number, tams, discounts, date of shipment or service dates, and Purchase Order Number. Failu a to show said items may result in delay ofpayment with all rights reserved, including cash discounts. The Vendor name on this Purchase Order resulted from a quotation signedin the same name. Payment will not be made to a firm name other than that shown on the face hereofwithout written assignment.
3. PAYMENT TERMS. Seller shall repave payment either by One -Time payment ( Lump Sum), Monthly or Quarterly ITEMIZED INVOICE. All payments are in arrears.
4. ORDER CHANGES. The Buyer shall have the right from time to time by written notices to make changes in quantities and/ or delivery dates of any article, material, or services covered by this Purchase Order prior to the time the item or items are actually placed into final production by the Seller. If such changes are made alter the article, material, or services are placed into final production by the Seller and such changes cause a substantial increase or decrease in Seller' s performance will be made and this order will be modified in writing accordingly, provided that any claim for adjustment must be asserted by the Seller within a reasonable time (in no case to exceed twenty days) alterthe change is ordered
5. SHIPPING. Seller will indicate plainly the Purchase Order Number mall bills of lading, all goods shipped pursuant to said order. and on all invoices, freight bills, and packages. Each package must contain a memorandum showing Seller' sname. contents of pack age, and Purchase Order Number.
Shipments of goods specified on this Purchase Order amber should result in lowest possible freight rate unless otherwise specified by Buyer. Penalties or increased charges due to failure to observe this provision will be charged to Seller_ Shipping costs for goods on back order shall be paid only at the rate which would have been applicable had the complete order been shipped at one time. All excess costs shall be borne by Seller. Partial shipments must be identified as such on shipping memoranda and invoices.
When shipping, Seller will make no declaration ofvalue to carried: except where shipment is subject to released value ratings.
Any materials supplied to City which are covered by the OSHA Hazard Communication Standard must be accompanied by the applicable Material Safety Data Sheet (MSDS) at the time ofdelivery.
6. DELIVERY. Unless otherwise expressly provided, Seller shall deliver all articles to Buyer' s premises, free of all freight, handling. transportation, drayage, boxing and similar charges. All times in this contract are ofthe essence.
7. TERMINATION. Buyer may tam/ nate all or part of this contract with or without cause. If buyer terminates without cause, then Buyer shall pay all reasonable temrinatim charges incurred by Seller.
8. DECLINE IN PRICES. Buyer shall be protected in the event of declining prices on the undelivered portion of this Purchase Order. If prices decline got items ordered, Seller may elect to meet priced reelections or other vendors, or is own lower prices to other purchasers, he ifSeller should reline to do so, Buyer shall have the right to cancel any or all of the balance due on this Purchase Or without cost to Buyer.
9. FORCE MAJEURE_ Neither Seller nor Buyer shall be liable for nonperformance due to causes beyond reasonable control. Where only a part of Seller' srapacity to perfonu is excused under this paragraph. Seller must allocated production and deliveries among the various customers then under contract for similar goods dining the period. The allocation must be made in a fair and equitable manner. Where either Seller or Buyer claims an excuse for nonperformance under this paragraph, it must give notice in writing to the other party. Seller shall not be obligated to sell, nor Buyer obligated to purchase, at a later date, that portion ofthe goods that Seller is unable to deliver or Buyer is unable to receive or use due to any excused cause_ No goods are to be tendered by Seller after the expiration of the terms specified in this Purchase Order without consent of Buyer.
10. WARRANTY. Seller warrants that all articles and services covered by this Purchase Order will conform to diawings, specifications, or samples and will be merchantable and of good material, design and workmanship, free from all defects, and suitable for the use intended.
All articles will be subject to Buyer' sinspection and rejection at the place of delivery. Defective articles may be returned to the Seller for full credit or replacement at the Seller' srisk and expense, including transportation charges both ways, but no defective articles shall be replaced without formal replacement order signed by the Buyer.
11. ASSIGNMENT. Neither party shall assign or transfer this Purchase Order without the written consent ofthe other.
12. INDEMNITY. SELLER WARRANTS THAT GOODS FURNISHED UNDER THIS PURCHASE ORDER DO NOT INFRINGE
ANY PATENT, TRADEMARK, OR TRADE NAME, OR COPYRIGHT AND AGREES TO INDEMNIFY AND SAVE
HARMLESS BUYER OR ITS VENDEES FROM ANY AND ALL CLAIMS, SUITS, LLABILTIIES, DAMAGES, LOSSES, OR
EXPENSES INCURRED BY BUYER OR ITS VENDEES BY REASON OF ANY ALLEGED INFRINGEMENT OF ANY SUCH RIGHTS.
Docusign Envelope ID: 48AB0D3C- F591- 473A- 9558- 6AE1F8CCC4C6 PAGE 3 OF 3
SELLER SHALL INDEMNIFY AND BOLD HARMLESS BUYER AND ITS AGENTS AND EMPLOYEES FROM AN
AGAINST ALL CLAIMS, DAMAGES, LOSSES AND EXPENSES, INCLUDING ATTORNEY' SFEES, ARISING OUT OF OR
RESULTING FROM THE PERFORMANCE OF THE WORK CAUSED BY ANY NEGLIGENT ACT OR OMISSION OF SELLER, ANY SUBCONTRACTOR, OR ANYONE FOR WHOSE ACTS ANY OF THEM MAY BE LIABLE. IN CASE OF CONCURRING FAULT, EACH PARTY SHALL BEAR ITS SHARE OF THE LOSS.
13. BUYER' SPROPERTY. Any property of Buyer in Seller' sactive or constructive possession or custody hereunder will be at Self' srisk. and Seller agrees to reimburse Buyer for any loss or damage to such property however caused.
14. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. By acceptance hereof, Seller Warrants:
a) that all goods, merchandise, and materials delivered and services rendered hereunder will have been produced and provided in compliance with all requirements of the Fair Labor Standards Act of 1938, as amended, and that all goods, materials, and equipment delivered hereunder shall comply with the applicable federal standards prescribed by the Occupational Safety and Health Act of 1970, or as amended. c) that Seller will comply with all applicable laws, rules and regulations of federal, state and local governments and agencies, thereof, including but not limited to Executive Orders 11246, 11701, and section 503 ofPublic law 93- 112, The Rehabilitation Act of 1973, the provisions of The Americans and Disabilities Act, Transient Employer Law ( 285.30 RS. Mo. et seq.) and Excessive U: ne mployment law (Section 290. 550 et seq RS. Mo.) which are hereby incorporated by reference, unless this Purchase Order is exempt pursuant to said Executive Orders, or Acts and the regulations issued thereunder, b)
15. WORKER' S COMPENSATION, EMPLOYER' SLIABILITY, AND GENERAL LIABILITY. When work is performed on Buyer' s premises, Seller agrees to carry at Seller' sown expense a)
b)
Worker' sCompensation and Employer' sLiability Insurance.
General liability ( including Contractual Liability and Products Liability/ Completed Operations) Insurance and Auto liability insurance each in amounts no less than $ 1, 000,00 per occurrence. Insurance certificates of such coverage shall be submitted to City Utilities' Risk Management upon request ofBuyer.
16. INSOLVENCY. If Seller shall become insolvent, file a petition in bankruptcy, or shall make an assignment forthe benefit of creditors. or if a receives or trustee shall be appointed of or for any of Seller' s property or business, the Purchase Order may be cancelled at Buyer' s option without liability.
17. TAXES. Seller agrees to cooperate with Buyer in opposing the imposition of any tax on any article covered by this Purchase Order, the legality ofwhich is questioned by Buyer, and in securing any abatement or any refund thereof sought by Buyer.
18. FOREIGN SHIPMENTS. Foreign shipments must be preceded by execution of formal Consular Invoice. At time of shipment Ocean Bills of Lading, Consular Invoice, and Commercial Invoices, in triplicate, shall be forwarded directly to the Purchasing Agent issuing this Purchase Order.
19. VENUE. This Purchase Order shall be governed by the law ofthe State of California.
20. BRANDING. Seller warrants that all materials covered by this Purchase Order are no altered or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act; not an article with may not , under provisions ofSection 404 or 505 of said act, be introduced into interstate commerce, and not adulterated or misbranded within the meaning of the pure food and drug laws or the ordinances of any state or city which are applicable to such shipment or delivery, and Seller hereby agrees to mdeanify and save the Buyer harmless from and against all claims, charges, action and proceedings brought against Buyer by any lawful government authority or by any person on account of any alleged adulteration or misbranding by Seller of any such material referred to above. Seller does no guarantee against any such material becoming adulterated or misbranded after delivery to Buyer by reason of causes beyond Seller' scontrol
21. CONFLICTING TERMS. In case of a conflict between these tams and conditions and those of a separate written contract signed by both Buyer and Seller, the written contract shall prevail.
22. REVIEW OF RECORDS. During the term of the purchase order/ agreement and for three years thereafter, City of Lathrop ( City) shall have the tight to review Seller' srecords, only for the purposes of verifying claims for payment and compliance with the terms and conditions ofthe purchase order/ agreement for at least three years after final payment.
23. OFFSETTING BILLS. City reserves the right to apply offsetting payments for goods and/ or services that are due against delinquent utility bills which are due City.
24. NON- EXCLUSIVE AGREEMENT. The purchase order is a non- earh, dve contract and City reserves the right to purchase same or like materials and/ or services from other sources as City deems necessary and appropriate.
Docusign Envelope ID: 48AB0D3C- F591- 473A- 9558- 8AE1F8CCC4C8 Thank you for choosing CDW. We have received your quote.
Hardware Software Services IT Solutions Brands Research Hub
QUOTE CONFIRMATION
TONY FERNANDES,
Thank you for considering CDW• Gfor your technology needs. The details of your quote are below. If you are an eProcurement or single sign on customer. Dieast km 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.
This quote is subject to CDW' s Third Party Cloud Services Order Form Terms and Conditions set forth at
https: //www. cdwa.om/ cntent/ cdwq/ en/ terms- conditions/ third- paty- cloud- services- order- form -ter ins- and- conditions-. html
Convert Quote to Order
ACCOUNT MANAGER NOTES: Thank You.
QUOTE ! QUOTE DATE
10/ 21/025
QUOTE REFERENCE CUSTOMER S GRAND TOTAL
44, 592.9
IMPORTANT - PLEAS! READ
Special Imtructbnux
QUOTE DETAILS
ITEM QTY COWS UNIT PRIG! EXT. PRIG!
250 $ 62.1 $ 15, 652. 50
150
400
5 250
62.1 $ 9, 391. 50
3. 06 $ 1, 224. 00
955. 00 $ 4, 775. 00
4. 78 $ 1,95. 00
Docusign Envelope ID: 48AB0D3C- F591- 473A- 9558. 8AE1 F8CCC4C8 QUOTE DETAILS ( CONT.)
1 1
470
470
665. 99 $ 665. 99
0.0 $ 0.0
18.3 $ 8, 521. 10
6. 74 $ 3, 167. 80
These services are considered Third Party Services, and this purchase is subject to CDW' s Ih1r4 fjay& Services SQL unless you have a written agreement with COW covering your purchase of products and services, in which case this purchase is subject to such other written agreement.
The third -party Service Provider will provide these services directly to you pursuant to the Service Provider' sstandard terms and conditions or such other terms as agreed upon directly between you and the Service Provider. The Service Provider, not COW, will be responsible to you for delivery and performance ci these services. Except as otherwise set forth in the Service Provider' sagreement, these services are non - cancellable, and all fees are non- refundable.
L
PURCHASER sauna INPO
Billing Address:
CITY OF LATHROP
ACCTS PAYABLE
390 TOWNE CENTRE DR
LATHROP, CA 95330-58
Phone: (209) 941- 7200
Payment Terms: NET 30 -VERBAL
SUBTOTAL
SNIPPING
SALES TAX
GRAND TOTAL
DELIVER TO
Shipping Address:
CITY OF LATHROP
TONY FERNANDES
390 TOWNE CENTRE DR
LATHROP, CA 95330-358
Phone: (209) 941- 7200
Shipping Method: ELECTRONIC DISTRIBUTION
Please remit payments to:
COW Government
75 Remittance Drive
Suite 1515
Chicago, IL 60675- 1515
44, 592. 89
0.0 0.0
44, 592. 89
Need Help?
Docusign Envelope ID: 48AB0D3C- F591- 473A- 9558- 6AE1F8CCC4C6 Sales Contact Info
Tim Sharkey I ( 877) 881- 6919 I
timshar© cdwc.om
My Account Support CaII 800. 4239
About Us Privacy Policy I Terms and Conditions
This order is subject to CDW' s Terms and Conditions of Sales and Service Projects at htta:// vvww. cdwa.om/ content/ terms- concitlans/ Droduct- sa es. asox For more Information, contact a CDW account manager.
2025 CDWG LLC, 200 N. Milwaukee Avenue, Vernon HIIIs, IL 60061 1800. 808. 4239
PAGE LEFT
INTENTIONALLY
BLANK