NASPO ValuePoint Software Value-Added Reseller ADSP016-130652 — City Council/Public Finance and Economic Development Authority/Parking Authority, July 3, 2023 (part 3 of 3)

10.16§ Letter Agreement, dated as of September 13, 2011, b y and between CDW Direct, LLC and Christina M. Corl ey, previously filed as Exhibit 10.31 with CDW Corporation's Form 10-K filed on March 9, 2012 and incorporated herein by reference.

10.17§ Form of Indemnification Agreement by and between CD W Corporation and its directors and officers, previously filed as Exhibit 10.32 with CDW Corporation’s Amendment No. 2 to Form S-1 filed on June 14, 2013 (Reg. No. 333- 187472) and incorporated herein by reference.

10.18 Stockholders Agreement, dated as of June 10, 2013, by and among CDW Corporation, Madison Dearborn Capi tal Partners V-A, L.P., Madison Dearborn Capital Partners V-C, L.P., Madison Dearborn Capital Partners V Executive- A, L.P., Providence Equity Partners VI L.P., Providence Equi ty Partners VI-A L.P. and the other securityholders party thereto, previously filed as Exhibit 10.33 with CDW Corporat ion’s Amendment No. 2 to Form S-1 filed on June 14, 2013 (Reg. No. 333-187472) and incorporated herein by reference.

DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 8992181
Table of Contents

Exhibit
Number Description

10.19§ CDW Corporation 2013 Senior Management Incentive Plan, previously filed as Exhibit 10.34 with CDW Corp oration’s Amendment No. 2 to Form S-1 filed on June 14, 2013 (Reg. No. 333-187472) and incorporated herein by reference.

10.20§ CDW Corporation 2013 Long-Term Incentive Plan, prev iously filed as Exhibit 10.35 with CDW Corporation’s Amendment No. 2 to Form S-1 filed on June 14, 2013 (Reg. No. 333-187472) and incorporated herein by reference.

10.21§ CDW Corporation Coworker Stock Purchase Plan, previ ously filed as Exhibit 10.36 with CDW Corporation’s Amendment No. 2 to Form S-1 filed on June 14, 2013 (Reg. No. 333-187472) and incorporated herein by reference.

10.22§ Form of CDW Corporation Option Award Notice and Sto ck Option Agreement (executed by Thomas E. Richards ), previously filed as Exhibit 10.37 with CDW Corporat ion’s Amendment No. 2 to Form S-1 filed on June 14, 2013 (Reg. No. 333-187472) and incorporated herein by reference.

10.23§ Form of CDW Corporation Option Award Notice and Sto ck Option Agreement (executed by Neal J. Campbell a nd Christina M. Corley), previously filed as Exhibit 10.38 with CDW Corporation’s Amendment No. 2 to Form S-1 filed on June 14, 2013 (Reg. No. 333-187472) and incorporated herein by reference.

10.24§ Form of CDW Corporation Restricted Stock Award Noti ce and Restricted Stock Award Agreement (executed by Thomas E.

Richards, Dennis G. Berger, Douglas E. Eckrote, Chr istine A. Leahy, Jonathan J. Stevens and Ann E. Zie gler), previously filed as Exhibit 10.12 with CDW Corporation’s Form 10-Q filed on August 12, 2013 and incorporated herein by reference.

10.25§ Form of CDW Corporation Restricted Stock Award Noti ce and Restricted Stock Award Agreement (executed by Neal J.

Campbell, Christina M. Corley, Christina V. Rother and Matthew A. Troka), previously filed as Exhibit 10.13 with CDW Corporation’s Form 10-Q filed on August 12, 2013 and incorporated herein by reference.

10.26§

CDW Amended and Restated Restricted Debt Unit Plan, previously filed as Exhibit 10.3 with CDW Corporation’s Form 10- Q filed on November 7, 2013 and incorporated herein by reference.

10.27§

Form of CDW Restricted Debt Unit Grant Notice and A greement (executed by Thomas E. Richards, Dennis G. Berger, Douglas E. Eckrote, Christine A. Leahy, Jonathan J. Stevens and Ann E. Ziegler), previously filed as Exhibit 10.23 with CDW Corporation's Form S-4 filed on September 7, 2010 (Reg. No. 333-169258) and incorporated herein by reference.

10.28§

Form of CDW Restricted Debt Unit Grant Notice and A greement (executed by Neal J. Campbell, Christina M. Corley, Christina V. Rother and Matthew A. Troka and to be used for certain future grantees), previously filed as Exhibit 10.24 with CDW Corporation's Form S-4 filed on September 7, 2010 (Reg. No. 333-169258) and incorporated herein by reference.

10.29§ Form of Stock Option Agreement (executive officers) under the CDW Corporation 2013 Long -Term Incentive Plan, DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9002182

116

previously filed as Exhibit 10.4 with CDW Corporati on’s Form 10-Q filed on May 12, 2014 and incorporated herein by reference.

10.30§

Form of Performance Share Unit Award Agreement (exe cutive officers) under the CDW Corporation 2013 Lon g-Term Incentive Plan, previously filed as Exhibit 10.5 wi th CDW Corporation’s Form 10-Q filed on May 12, 2014 and incorporated herein by reference.

10.31§*

Form of Performance Share Award Agreement (executiv e officers) under the CDW Corporation 2013 Long-Term Incentive Plan.

10.32§

Form of Non-Employee Director Restricted Stock Unit Award Agreement under the CDW Corporation 2013 Lon g-Term Incentive Plan, previously filed as Exhibit 10.6 wi th CDW Corporation’s Form 10-Q filed on May 12, 2014 and incorporated herein by reference.

12.1* Computation of ratio of earnings to fixed charges.

21.1 List of subsidiaries, previously filed as Exhibit 21.1 with CDW Corporation's Form S-4 filed on April 13, 2012 (Reg. No. 333-180715) and incorporated herein by reference.

DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9012183
Table of Contents

________________

117
Exhibit
Number Description

23.1* Consent of Ernst & Young LLP.

31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934.

31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934.

32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350.

32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350.

101.INS*

XBRL Instance Document

101.SCH*

XBRL Taxonomy Extension Schema Document

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Docume nt

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Documen t

101.LAB*

XBRL Taxonomy Extension Label Linkbase Document

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Docum ent

* Filed herewith
** These items are furnished and not filed.
§ A management contract or compensatory arrangemen t required to be filed as an exhibit pursuant to Item 601 of Regulation S-K.

DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9022184

Exhibit 10.31

CDW CORPORATION
2013 LONG-TERM INCENTIVE PLAN

PERFORMANCE SHARE AWARD AGREEMENT
CDW Corporation, a Delaware corporation (the “ Company ”), hereby grants to the individual (the “ Holder ”) named in the award notice attached hereto (the “ Award Notice ”) as of the date set forth in the Award Notice (the “ Grant Date ”), pursuant to the provisions of the CDW Corporation 2013 Long-Term Incentive Plan (the “ Plan ”), a performance share award (the “ Award ”) with respect to the number of shares of the Company’s Common Stock, par value $0.01 per share (“ Stock ”), set forth in the Award Notice, upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “ Agreement ”). Capitalized terms not defined herein shall have the meanings specified in the Plan.

1. Award Subject to Acceptance of Agreement . The Award shall be null and void unless the Holder (a) accepts this Agreement by executing the Award Notice in the space provided therefor and returning an original execution copy of the Award Notice to the Company (or electronically accepting this Agreement within the Holder’s stock plan account with the Company’s stock plan administrator according to the procedures then in effect) and (b) if requested by the Company, executes and returns one or more irrevocable stock powers to facilitate the transfer to the Company (or its assignee or nominee) of all or a portion of the shares subject to the Award, if shares are forfeited pursuant to Section 3 hereof or if required under applicable laws or regulations. As soon as practicable after the Holder has accepted this Agreement and executed such stock power or powers and returned the same to the Company, the Company shall cause to be issued in the Holder’s name the maximum number of shares of Stock subject to the Award.

2. Rights as a Stockholder . The Holder shall have the right to vote the shares of Stock subject to the Award unless and until such shares are forfeited pursuant to Section 3 hereof. As of each date on which the Company pays a cash dividend on the shares of Stock subject to the Award (a “ Dividend Date ”), the dividend shall be used to purchase from the Company a number of shares equal to (i) the product of the total number of shares subject to the Award immediately prior to such Dividend Date multiplied by the dollar amount of the cash dividend paid per share of Stock by the Company on such Dividend Date, divided by (ii) the Fair Market Value of a share of Stock on such Dividend Date. Any such additional shares shall be subject to the same vesting conditions and other terms set forth herein as the shares to which they relate. The shares of Stock subject to the Award may be held by a custodian in book entry form with the restrictions on such shares duly noted or, alternatively, the Company may hold the certificate or certificates representing such shares, in either case until the Award shall have vested, in whole or in part, pursuant to Section 3 hereof. As soon as practicable after shares of Stock shall have vested pursuant to Section 3 hereof, subject to Section 4 hereof, the restrictions shall be removed from those of such shares that are held in book entry form, and the Company shall deliver to the Holder any certificate or certificates representing those of such shares that are held by the Company and destroy or return to the Holder the stock power or powers relating to such shares. Any shares of Stock that do not become vested and are forfeited pursuant to Section 3 shall be transferred to the Company (or its assignee or nominee).

Exec Form 1
DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9032185

3. Restriction Period and Vesting .

3.1. Performance -Based Vesting Conditions . Subject to the remainder of this Section 3 , the Stock shall vest pursuant to the terms of this Agreement and the Plan based on the achievement of the performance goals set forth in the Award Notice over the performance period set forth in the Award Notice (the “ Performance Period ”), provided that that the Holder remains in continuous employment with the Company through the end of the Performance Period. Attainment of the performance goals shall be determined and certified by the Committee in writing prior to the vesting of the Award. Any shares of Stock subject to the portion of the Award that does not become vested due to the failure of the Company to achieve the performance goals at the maximum levels of performance shall be forfeited and transferred to the Company (or its assignee or nominee).

3.2. Termination of Employment
(a) Termination due to Retirement, Death or Disability . If the Holder’s employment with the Company terminates prior to the end of the Performance Period and prior to a Change in Control by reason of the Holder’s Retirement, death or a termination by the Company due to Disability, the Performance Period shall continue through the last day thereof and the Holder shall be entitled to a prorated Award, provided that the Holder has continuously complied with the Restrictive Covenants.

Such prorated Award shall be equal to the number of shares earned at the end of the Performance Period based on the actual performance during the Performance Period multiplied by a fraction, the numerator of which shall equal the number of full months in the Performance Period during which the Holder was employed by the Company and the denominator of which shall equal 36.

Attainment of the performance goals shall be determined and certified by the Committee in writing prior to the vesting of the Award. Any shares of Stock subject to the portion of the Award that does not become vested shall be forfeited and transferred to the Company (or its assignee or nominee).
(b) Termination other than due to Retirement, Death or Disability . If the Holder’s employment with the Company terminates prior to the end of the Performance Period and prior to a Change in Control by reason of (i) the Company’s termination of the Holder’s employment for any reason other than death or Disability or (ii) the Holder’s resignation for any reason other than Retirement, then the Award shall be immediately forfeited by the Holder and cancelled by the Company. The shares of Stock subject to the Award shall be forfeited and transferred to the Company (or its assignee or nominee).

3.3. Change in Control .
(a) Satisfaction of Performance Goals . If a Change in Control occurs prior to the 24-month anniversary of the first day of the Performance Period, the Performance Period shall end as of the date of the Change in Control and the performance goals set forth in Section 3.1 shall be deemed to have been satisfied at the target level. If the Change in Control occurs on or after the 24-month anniversary of the first day of the Performance Period, the Performance Period shall end as of the date of the Change in Control, and the number of shares of Stock earned pursuant to Section 3.1 shall be based on the projected level of performance through the end of the Performance Period, as determined by the Committee prior to the date of the Change in Control based on performance through the date of such determination. If the Change in Control occurs after the date on which the Participant’s employment is terminated by reason of death, Disability or Retirement, pursuant to Section 3.2(a) , the number of shares earned for purposes of such section shall be determined as of the date of the Change in Control in accordance with this Section 3.3(a) and shall be vested as of the date of such Change in Control. Any shares of Stock subject to the

2 DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9042186

portion of the Award that does not become vested shall be forfeited and transferred to the Company (or its assignee or nominee). (b) Vesting of Award Not Assumed . In the event of a Change in Control prior to the end of the Performance Period pursuant to which the Award is not effectively assumed or continued by the surviving or acquiring corporation in such Change in Control (as determined by the Board or Committee, with appropriate adjustments to the number and kind of shares, in each case, that preserve the value of the shares subject to the Award and other material terms and conditions of the outstanding Award as in effect immediately prior to the Change in Control), the Award shall vest as of the date of the Change in Control, based on the performance level determined in accordance with Section 3.3(a) . Any shares of Stock subject to the portion of the Award that does not become vested shall be forfeited and transferred to the Company (or its assignee or nominee). (c) Vesting of Award Assumed . In the event of a Change in Control prior to the end of the Performance Period pursuant to which the Award is effectively assumed or continued by the surviving or acquiring corporation in such Change in Control (as determined by the Board or Committee, with appropriate adjustments to the number and kind of shares, in each case, that preserve the value of the shares subject to the Award and other material terms and conditions of the outstanding Award as in effect immediately prior to the Change in Control) and (i) the Holder remains continuously employed through the end of the Performance Period, (ii) the Company terminates the Holder’s employment without Cause or the Holder resigns for Good Reason within 24 months following such Change in Control and the Holder executes and does not revoke a waiver and release of claims in the form prescribed by the Company within 60 days after the date of such termination or (iii) the Holder’s employment terminates due to death, Disability or Retirement following such Change in Control, in any such case, the Award shall vest based on the performance level determined in accordance with Section 3.3(a ) hereof as of the end of the Performance Period or, if earlier, the Holder’s termination of employment; provided that to the extent that any Required Tax Payments are due prior to such vesting date, the Company shall withhold whole shares of Stock from the number of shares subject to the Award having an aggregate Fair Market Value, determined as of the date on which such withholding obligation arises, equal to the Required Tax Payments, in accordance with Section 6.1 . In the case of a termination pursuant to clause (ii) of this Section 3.3(c) (termination without Cause or resignation for Good Reason), the Award shall vest in full, and in the case of a termination pursuant to clause (iii) of this Section

3.3(c) (death, Disability or Retirement), the Award shall be prorated in accordance with, and subject to the terms of, Section 3.2(a) .

If, following a Change in Control, the Holder experiences a termination of employment other than as set forth in this Section 3.3 (c) , the Award shall be immediately forfeited by the Holder and cancelled by the Company. Any shares of Stock subject to the portion of the Award that does not become vested shall be forfeited and transferred to the Company (or its assignee or nominee).

3.4. Definitions .
(a) Cause . For purposes of this Award, “ Cause ” shall mean one or more of the following: (A) Holder’s refusal (after written notice and reasonable opportunity to cure) to perform duties properly assigned which are consistent with the scope and nature of Holder's position; (B) Holder’s commission of an act materially and demonstrably detrimental to the financial condition and/or goodwill of the Company or any of its Subsidiaries, which act constitutes gross negligence or willful misconduct in the performance of duties to the Company or any of its Subsidiaries; (C) Holder’s commission of any theft, fraud, act of dishonesty or breach of trust resulting in or intended to result in material personal gain or enrichment of Holder at the direct or indirect expense of the Company or any of its Subsidiaries; (D) Holder’s conviction of, or plea of guilty or nolo contendere to, a felony; (E) Holder’s material violation of

3 DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9052187

any Restrictive Covenant; or (F) Holder’s material and willful violation of the Company’s written policies or of Holder’s statutory or common law duty of loyalty to the Company or its affiliates that in either case is materially injurious to the Company, monetarily or otherwise. No act or failure to act will be considered “willful” (x) unless it is done, or omitted to be done, by Holder in bad faith or without reasonable belief that Holder’s action or omission was in the best interests of the Company or (y) if it is done, or omitted to be done, in reliance on the informed advice of the Company’s outside counsel or independent accountants or at the express direction of the Board.
(b) Disability . For purposes of this Award, “ Disability ” shall mean the Holder’s absence from the Holder’s duties with the Company on a full-time basis for at least 180 consecutive days as a result of the Holder’s incapacity due to physical or mental illness, or under such other circumstances as the Committee determines, in its sole discretion, constitute a Disability. (c) Good Reason . For purposes of this Award, “ Good Reason ” shall mean that the Holder resigns from employment with the Company and its Subsidiaries as a result of one or more of the following reasons: (i) the Company reduces the amount of the Holder’s base salary or cash bonus opportunity (it being understood that the Board shall have discretion to set the Company’s and the Holder’s personal performance targets to which the cash bonus will be tied), (ii) the Company adversely changes the Holder’s reporting responsibilities, titles or office as in effect as of the date hereof or reduces his/her position, authority, duties, responsibilities or status materially inconsistent with the positions, authority, duties, responsibilities or status the Holder then holds, (iii) any successor to the Company in any merger, consolidation or transfer of assets does not expressly assume any material obligation of the Company to the Holder under any agreement or plan pursuant to which the Holder receives benefits or rights, or (iv) the Company changes the Holder’s place of work to a location more than fifty (50) miles from the Holder’s present place of work; provided , however , that the occurrence of any such condition shall not constitute Good Reason unless (A) the Holder provides written notice to the Company of the existence of such condition not later than 60 days after the Holder knows or reasonably should know of the existence of such condition, (B) the Company fails to remedy such condition within 30 days after receipt of such notice and (C) the Holder resigns due to the existence of such condition within 60 days after the expiration of the remedial period described in clause (B) hereof.
(d) Restrictive Covenant . For purposes of this Award, “ Restrictive Covenant ” shall mean any non- competition, non-solicitation, confidentiality or protection of trade secrets (or similar provision regarding intellectual property) covenant by which Holder is bound under any agreement between Holder and the Company and its Subsidiaries. (e) Retirement . For purposes of this Award, “ Retirement ” shall mean Holder’s termination of employment at a time when (i) the Holder has attained age 55 and (B) the sum of the Holder’s age and years of employment with or service to the Company or its Subsidiaries equals or exceeds 65; provided that such termination occurs at least six months after the Grant Date.

4. Clawback of Proceeds .

4.1. Clawback of Proceeds . This award is subject to the clawback provisions in Section 5.15 of the Plan. In addition, if the Holder materially violates any Restrictive Covenant and such violation occurs on or before the third anniversary of the date of the Holder’s termination of employment: (i) the Award shall be forfeited and (ii) any and all Performance Share Proceeds (as hereinafter defined) shall be immediately due and payable by the Holder to the Company. For purposes of this Section, “ Performance Share Proceeds ” shall mean, with respect to any portion of the Award which becomes

4 DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9062188

vested later than 24 months prior to the date of the Holder’s termination of employment or service with the Company, the Fair Market Value of a share of Common Stock on the date such portion of the Award became vested, multiplied by the number of shares of Common Stock that became vested. The remedy provided by this Section shall be in addition to and not in lieu of any rights or remedies which the Company may have against the Holder in respect of a breach by the Holder of any duty or obligation to the Company.

4.2. Right of Setoff . The Holder agrees that by accepting the Award the Holder authorizes the Company and its affiliates to deduct any amount or amounts owed by the Holder pursuant to this Section 4 from any amounts payable by or on behalf of the Company or any affiliate to the Holder, including, without limitation, any amount payable to the Holder as salary, wages, vacation pay, bonus or the vesting or settlement of the Award or any stock-based award. This right of setoff shall not be an exclusive remedy and the Company’s or an affiliate’s election not to exercise this right of setoff with respect to any amount payable to the Holder shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Holder or any other remedy.

5. Transfer Restrictions and Investment Representation .

5.1. Nontransferability of Award . The Award may not be transferred by the Holder other than by will or the laws of descent and distribution. Except to the extent permitted by the foregoing sentence, the Award may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Award, the Award and all rights hereunder shall immediately become null and void.

5.2. Investment Representation . The Holder hereby covenants that (a) any sale of any share of Stock acquired upon the vesting of the Award shall be made either pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “ Securities Act ”), and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws and (b) the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance of the shares and, in connection therewith, shall execute any documents which the Committee shall in its sole discretion deem necessary or advisable.

6. Additional Terms and Conditions of Award .

6.1. Withholding Taxes . As a condition precedent to the vesting of the Award and the delivery of the Stock hereunder, at the Company’s discretion either (i) the Holder shall pay to the Company such amount as the Company (or an affiliate) determines is required, under all applicable federal, state, local, foreign or other laws or regulations, to be withheld and paid over as income or other withholding taxes (the “ Required Tax Payments ”) with respect to the Award or (ii) the Company or an affiliate may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company or an affiliate to the Holder, which may include the withholding of whole shares of Stock which would otherwise be delivered to the Holder having an aggregate Fair Market Value, determined as of the date on which such withholding obligation arises, equal to the Required Tax Payments, in either case in accordance with such terms, conditions and procedures that may be prescribed by the Company. Shares of stock withheld may not have a Fair Market Value in excess of the Company’s minimum statutory withholding requirements for the Required Tax Payments;

5 DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9072189

provided, however, that if a fraction of a share of Stock would be required to satisfy the minimum amount of the Required Tax Payments, then the number of shares of Stock to be withheld may be rounded up to the next nearest whole share of Stock.

Notwithstanding the foregoing, if the Required Tax Payments are due prior to the date the Company determines the number of shares of Stock that have become vested, the amount of the Required Tax Payments, including the number of shares withheld to pay such Required Tax Payments, may be based on a reasonable estimate of the number of shares that are expected to become vested. No certificate representing a share of Stock shall be delivered until the Required Tax Payments have been satisfied in full.

A determination by the Company to satisfy the Required Tax Payments by withholding shares of Stock shall be made by the Committee if the Holder is subject to Section 16 of the Exchange Act.

6.2. Compliance with Applicable Law . The Award is subject to the condition that if the listing, registration or qualification of the shares of Stock subject to the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the delivery of shares hereunder, the shares of Stock subject to the Award shall not be delivered, in whole or in part, unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent, approval or other action.

6.3. Award Confers No Rights to Continued Employment . In no event shall the granting of the Award or its acceptance by the Holder, or any provision of the Agreement or the Plan, give or be deemed to give the Holder any right to continued employment by the Company, any Subsidiary or any affiliate of the Company or affect in any manner the right of the Company, any Subsidiary or any affiliate of the Company to terminate the employment of any person at any time.

6.4. Decisions of Board or Committee . The Board or the Committee shall have the right to resolve all questions which may arise in connection with the Award. Any interpretation, determination or other action made or taken by the Board or the Committee regarding the Plan or this Agreement shall be final, binding and conclusive.

6.5. Successors . This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of the Holder, acquire any rights hereunder in accordance with this Agreement or the Plan.

6.6. Notices . All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to CDW Corporation, Attn: General Counsel, 200 N. Milwaukee Avenue, Vernon Hills, Illinois 60061, and if to the Holder, to the last known mailing address of the Holder contained in the records of the Company. All notices, requests or other communications provided for in this Agreement shall be made in writing either (a) by personal delivery, (b) by facsimile or electronic mail with confirmation of receipt, (c) by mailing in the United States mails or (d) by express courier service. The notice, request or other communication shall be deemed to be received upon personal delivery, upon confirmation of receipt of facsimile or electronic mail transmission or upon receipt by the party entitled thereto if by United States mail or express courier service; provided , however , that if a notice, request or other communication sent to the Company is not received during regular business hours, it shall be deemed to be received on the next succeeding business day of the Company.

6.7. Governing Law . This Agreement, the Award and all determinations made and actions taken pursuant hereto and thereto, to the extent not governed by the laws of the United States,

6 DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9082190

shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws.

6.8. Agreement Subject to the Plan . This Agreement is subject to the provisions of the Plan and shall be interpreted in accordance therewith. In the event that the provisions of this Agreement and the Plan conflict, the Plan shall control.

The Holder hereby acknowledges receipt of a copy of the Plan.

6.9. Entire Agreement . This Agreement and the Plan constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Holder with respect to the subject matter hereof, and may not be modified adversely to the Holder’s interest except by means of a writing signed by the Company and the Holder.

6.10. Partial Invalidity . The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted.

6.11. Amendment and Waiver . The Company may amend the provisions of this Agreement at any time; provided that an amendment that would adversely affect the Holder’s rights under this Agreement shall be subject to the written consent of the Holder. No course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

6.12. Compliance With Section 409A of the Code . This Award is intended to be exempt from Section 409A of the Code, and shall be interpreted and construed accordingly.

7 DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9092191

EXHIBIT 12.1

CDW CORPORATION

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(unaudited)

Years ended December 31,
(dollars in millions)
2010

2011 2012

2013

2014
Computation of earnings:

Income (loss) before income taxes and
adjustment for (income) loss from equity
investees
$ (37.1 )

$ 28.3

$ 185.8

$ 194.9

$ 385.5

Distributed income from equity investees

0.2 0.5

1.2 1.0

1.1 Fixed charges
420.7

324.9

312.4

254.3

202.8

Total earnings $ 383.8

$ 353.7

$ 499.4

$ 450.2

$ 589.4

Computation of fixed charges:

Interest expense $ 394.7

$ 302.0

$ 294.4

$ 241.8

$ 191.3

Amortization of deferred financing costs and
debt premium 18.0

15.7 13.6

8.8 6.4

Portion of rent expense representative of
interest (1)

8.0 7.2

4.4 3.7

5.1 Total fixed charges $ 420.7

$ 324.9

$ 312.4

$ 254.3

$ 202.8

Ratio of earnings to fixed charges
(2
)

1.1 1.6

1.8 2.9

(1) Fixed charges include a reasonable estimation of the interest factor included in rental expense. (2) For the year ended December 31, 2010, earnings available for fixed charges were inadequate to cover fixed charges by $37.0 million.

DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9102192

Exhibit 23.1
Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1) Registration Statement (Form S-3 ASR No. 333-199425) of CDW Corporation, and (2) Registration Statement (Form S-8 No. 333-189622) pertaining to the 2013 Long-Term Incentive Plan and Coworker Stock Purchase Plan of CDW Corporation;

of our reports dated February 26, 2015, with respect to the consolidated financial statements and schedule of CDW Corporation and subsidiaries and the effectiveness of internal control over financial reporting of CDW Corporation and subsidiaries included in this Annual Report (Form 10-K) of CDW Corporation for the year ended December 31, 2014.

/s/ Ernst & Young LLP
Chicago, Illinois
February 26, 2015

DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9112193

Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a) or 15d-14( a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, Thomas E. Richards, certify that:

1. I have reviewed this annual report on Form 10-
K of CDW Corporation (the "registrant");

2. Based on my knowledge, this report does not con tain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements , and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financ ial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15( f)) for the registrant and have:
a. Designed such disclosure controls and procedure s, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial r eporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonab le assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the regi strant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weakn esses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involv es management or other employees who have a signifi cant role in the registrant's internal control over financial reporting. /s/ Thomas E. Richards
Thomas E. Richards
Chairman, President and Chief Executive Officer
CDW Corporation
February 26, 2015
DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9122194

Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a) or 15d-14( a) UNDER THE SECURITIES EXCHANGE ACT OF 1934
I, Ann E. Ziegler, certify that:

1. I have reviewed this annual report on Form 10-
K of CDW Corporation (the "registrant");

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weakn esses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involv es management or other employees who have a signifi cant role in the registrant's internal control over financial reporting. /s/ Ann E. Ziegler
Ann E. Ziegler
Senior Vice President and Chief Financial Officer
CDW Corporation
February 26, 2015
DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9132195

Exhibit 32.1
CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 6 3
OF TITLE 18 OF THE UNITED STATES CODE
I, Thomas E. Richards, the chief executive officer of CDW Corporation (“CDW”), certify that (i) the Annual Report on Form 10-K for the year ended December 31, 2014 (the “10-K”) of CDW fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchan ge Act of 1934 and (ii) the information contained in the 10-K fairly presents, in all material respects, the financial condition and results of operations of CDW.

/s/ Thomas E. Richards
Thomas E. Richards
Chairman, President and Chief Executive Officer
CDW Corporation
February 26, 2015
DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9142196

Exhibit 32.2
CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 6 3
OF TITLE 18 OF THE UNITED STATES CODE
I, Ann E. Ziegler, the chief financial officer of CDW Corporation (“CDW”), certify that (i) the Annual Report on Form 10-K for the year ended December 31, 2014 (the “10-K”) of CDW fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the 10-K fairly presents, in all material respects, the financial condition and results of operations of CDW.

/s/ Ann E. Ziegler
Ann E. Ziegler
Senior Vice President and Chief Financial Officer
CDW Corporation
February 26, 2015
DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9152197
NASPO ValuePoint | Software Value-Added Reseller Services Attachment B: CDW·G Methodology | B-1
Attachment B: Methodology

1. Overall Approach
Requirement

1. Offeror shall describe its overall approach to providing solicited services. Include how Offeror plans to meet or exceed requirements of the Scope of Work and Terms and Conditions.

Response
At CDW, our software business is the single largest category, with sales generating over $3 billion annually. This encompasses both traditional software licensing and subscription-based Software-as- a-Service (SaaS) licensing models. We offer innovative value-added benefits (detailed further in requirement 7) to enhance the procurement process, lower administrative costs, and reduce the risk of noncompliance associate with volume software licensing.

To meet—and exceed —the needs of the NASPO ValuePoint contract customers, as delineated in the Scope of Work and Terms and Conditions, CDW•G presents our customizable customer website, dedicated account managers and software licensing specialists, industry-best customer service, a streamlined software-management system, and direct, timely support.

CDW•G has proposed changes to the Terms and Conditions that are detailed within Attachment D, per the requirements of Executive Summary. Most of the proposed changes are a direct result of our status as an authorized reseller of licensing, where terms are currently drafted as if the awardee is the publisher. We appreciate the opportunity to discuss further and anticipate a good-faith negotiation.

2. Website
Requirement

2. Per Section 3.1.3, the SVAR shall Develop and Maintain Website. Describe the website to be established for a state.

Address that website’s functionalities or special features. You may supplement this response wi th illustrative screen prints (no more than 10) from one of your company’s existing websites. Taking into account the requirements of Section 3.1.3, address at a minimum:

Response
CDW has over 20 years’ experience in providing customer purchasing solutions on our website. We transact over $2.5 billion dollars in business through our website annually, which puts us in one of the top 10 e-commerce sites in the US. Our website, found at www.cdwg.com, is highly customizable, allowing each agency, department, and workgroup to tailor the site according to their specific needs.

Additionally, the CDW•G program manager supporting the contract will create and maintain a contract-specific website, called a Premium Page. This site possesses the same functionalities as our website, with additional links features and contract pricing listed for each available contract item.

DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9162198
NASPO ValuePoint | Software Value-Added Reseller Services Attachment B: CDW·G Methodology | B-2
Requirement
 2.1 Home page appearance and information;
Response
The contract’s CDW•G Premium Page requires no login to view, so our account teams and NASPO ValuePoint can easily direct eligible agencies to the site to demonstrate the competitive pricing available. There are a number of customizable features we will tailor to your preferences. Options include links of interest, text and images, related documentation, and the highlighting of specific OEMs and/or software solutions. Items standard to the
home page include a quick “Find My Quote” search
option and our general sales contact information, as
well as providing easy access to our site subpages
(e.g., Software, Cloud, Blog, Solutions).

CDW•G will provide NASPO ValuePoint customers
with access to a free customized Account Center site
where they can view quotes, place orders, check
status of orders, and track their order history. This site is available by logging into the customer account from
either the Premium Page or www.cdwg.com
.

Requirement
 2.2 On-line tutorials;
Response
We offer online tutorials for use of our website, as well as webinars about popular technology solutions. A high-level Account Center tour and a CDW website tour are available here: www.cdwsiteinfo.com. The site also includes website FAQs; detailed breakdowns of the Account Center functionalities, and a blog featuring new site updates. Within your Account Center, function-specific tutorials and instructions are available for major areas (e.g., catalogs, quotes, order tracking. We house solution-specific tutorials and webinars in the Media Library, with nearly 70 webinars and over 10 different video channels. This easy-to-search library includes a plethora of helpful documentation for users to research, as well.

Requirement
 2.3 Product catalog (include searchable fields, products to be included, how license information is provided); Response
The contract’s Premium Page allows NASPO ValuePoint customers to perform quick product searches and to comparison shop by viewing up to 10 side-by-side product descriptions, with a number of helpful filtering options. Additionally, customers can export the comparison information into a CSV file for reporting needs.

Our site includes license information on each product page. This information appears on the comparison tool when selecting the “Technical Specs” option. Licensing details include, but are not limited to, agreement term, category, level, type, licensing program, pricing level, subscription details (when applicable), quantity, and service support (where included).

DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9172199
NASPO ValuePoint | Software Value-Added Reseller Services Attachment B: CDW·G Methodology | B-3
Specific to NASPO ValuePoint, users can also view descriptions of the most popular vendor partners’ licensing programs from the software licensing center, eliminating the hassle of downloading data from multiple manufacturer websites and providing a full library of helpful resources to educate on software licensing.

To continue with a purchase, users must enter a unique ID and password, at which point eligible entities can quickly track orders and quotes. A key element in expanding contract reach, the website is a trustworthy means of easily choosing and ordering new licenses and products on the contract.

Contract pricing continues to be displayed for all items. When authenticated, entities can add additional products from any of their available contracts, all on one order. If a customer does not currently have a CDW•G Account Center and would like to utilize this tool, the registration process is simple, selecting their own login ID and password for their customized site.

Site functionality includes the following:
 Track orders and shipments
 Connect with your account team
 Manage applicable purchases and
payments
 Review consistent, contract-compliant
pricing
 Promote IT standards
 Set shipping preferences and manage
contact information
 Control access to features and
information through customer
organization

The Account Center improves efficacy and efficiency when working with CDW•G, as compared to our competitors. Starting with comparing products, finding compatible accessories, creating custom catalogs, setting authorization levels, and selecting from a number of shipping options, your CDW•G Account Center expands to track agency spending history, manage assets, and create customized reports. Support and assistance is available via the site, through contacting the account manager and/or a customer service rep, as well as placing and reviewing RMA requests.

Software Management
NASPO ValuePoint users can take advantage of features that make it easy to find, download, activate, and manage software licenses.
 Discover and analyze
 Audit software applications running on
network
 Instantly run inventory of software
assets
 Analyze software usage
 Automatically find all IT assets
 Monitor network vulnerabilities
 View comprehensive asset reporting
 Software filters
 Quickly narrow purchase options
based on current software contract
 Some publishers available for
automatic/web-based features
 Use Software Keycodes to store
keycodes from software licensing
purchases
Additional Features
 Track licenses purchased from CDW and other vendor purchases  Robust standardized and custom reporting options
DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9182200
NASPO ValuePoint | Software Value-Added Reseller Services Attachment B: CDW·G Methodology | B-4
 Option to upload license information so you can consolidate software license reports and information
Requirement
 2.4 Links
Response
As stated in requirement 2.1, links of interest (e.g., the NASPO ValuePoint primary website, CDW Media Library, etc.) can be tailored to customer
preference on the Account Center site. This
customization is available at no cost to the user.

Requirement
 2.5 Downloadable standard reports. Include:
o 2.5.1 How information is controlled and sorted
(e.g. what information LSCA can access);
Response
Information can be captured and reported via the Account Center and include (but are not limited to) the following sortable fields:
 ABB Billing ID
 Accounting Code
 Apple Education
Account Number
 Invoice Approval ID
 Business Area
 Buyers ID for Billing
 Buyers ID for Seller
 Buyers ID for
Vendor
 Capital Budget
Number
 Cost Center
 Corporation Code
 Department Code
 Employee Email
Address
 Employee First
Initial
 Employee ID
Number
 Employee Last
Name
 Employee Phone
Number
 Freight Cost Center
 Freight GL Account
 Inventory Cost
Center
 Inventory GL
Account
 Account
 Unit
 MW Customer
Number
 Release Number
 SAP Company
 Shipping Account
Number
 Selling Division
 Buying Unit #
 Staples Internal
Customer Number
 Staples
Merchandise Type
Code
 Tax Cost Center
 Tax GL Account
 Ticket Number
 Vendor ID
 3
rd Party Assigned
Order Number
 Work Request
 Original Order Price
 Original Order
Quantity
The Account Center is set up by customer number, meaning that the LSCA will need to work with the program manager to receive contract-wide reports (see requirement 2.5.2).

DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9192201
NASPO ValuePoint | Software Value-Added Reseller Services Attachment B: CDW·G Methodology | B-5
Requirement
o 2.5.2 How state Procurement Officer can obtain purchasing profile for Users and volume in State; Response
Standard reports are available for download via the Account Center and your account manager, utilizing sortable data fields which can be accessed and viewed by the customer, managed as Preferences. Each site will only show the individual agency, with “roll up” reports for the LSCA performed by the program manager. Each customer (requirement 2.5.3), if set as a subordinate to the main central agency, can roll up to the
Procurement Officer (2.5.2). Use easy drag and drop
options to customize reports or download data for
offline analysis. More information about the types of
reporting available to NASPO ValuePoint customers is
featured in requirement 5. Through the Account
Center, customers will have the ability to coordinate to the individual state’s electronic purchasing system, utilizing our Purchase Authorization System (PAS), streamlining and controlling IT purchases with automated, rules-based approvals and workflows.

Requirement
o 2.5.3 How an individual User can obtain only their information.

Response
Our Account Centers are set up by each customer’s CDW•G account number. Agencies access and generate reports that include only the information relevant to their account. The authorized user(s) designated to manage the entity’s account act as administrator and can customize the site to restrict the information available to individual purchases, if desired.

Requirement
 2.6 How website is monitored, kept current and accurate.

Response
Once your program manager puts the contract structure into the system, the system updates the contract pricing automatically, as we receive it from our OEM and distributor partners. Our major partners send daily EDI downloads or real-time information directly to our ordering and inventory system. For all quote requests, our AMs use one system to manage the process (from quote to order placement). This system allows us to centrally manage many key functions, including purchasing, inventory management, accounts receivable, sales, and distribution.

For general site maintenance, we have an in-house team of over 200 IT personnel to keep our website refreshed quickly, cutting edge, and accurate. Much customer feedback goes into site updates, ensuring our site continues to offer the best features for easing customer procurement needs. For example, our team redesigned the site’s segment-specific homepages in early 2015. The winning designs were a result of a 12-hour hackathon, a 10-day customer beta test, and additional customer feedback.

DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9202202
NASPO ValuePoint | Software Value-Added Reseller Services Attachment B: CDW·G Methodology | B-6
We schedule updates during times with the lowest traffic and always notify customer of updates in advance via a site banner and our website’s blog. Our success is reflected in the less-than-six minutes of unplanned downtime in 2014—an uptime exceeding 99.997% .

3. Software Tracking
Requirement

3. Describe your Company’s method for tracking software licenses and ensuring that Participating States receive timely notifications of renewals or are advised of volume agreement opportunities or vulnerabilities, etc.

Response
Software tracking differs from state to state, agency to agency, dependent upon the structuring of procurement practices and information required. For example, if the LSCA is the contract administrator, then the licensing team will provide all necessary information (including licensing cost analysis reports, software entitlements reports, and license history review reporting). If a state is leading the purchasing of licenses, or other agencies are listed as child accounts within our system, then our internal system will generate a license report applicable to each account. For procurement that is more decentralized, reports will be provided directly to the agencies holding the agreement.

States can be kept informed of licensing details such as OEM and license name.  3.1 The standard sortable data fields established for these records.

Response
CDW•G will provide NASPO ValuePoint customers with access to a customized Account Center site where they can view quotes, place orders, check status of orders, and track their order history, where all fields are sortable. The CDW•G Account Center site, customized specifically for each agency, also provides access to each customer’s software purchases and licenses. The Account Center is a proprietary tool made available to CDW•G customers at no cost. Additionally, AMs can handle requests for scheduled or ad hoc reporting.

Requirement
 3.2 The information tracked on behalf of Participating States.

Response
CDW•G eases the burden of tracking renewal dates and solution comparisons through the methodical management processes followed by our AMs and licensing specialists, ensuring accuracy of purchased licenses and true up dates (requirement 3.3). Our personalized approach means we know our customers’ systems and offer recommendations tailored to best fit your needs. Your AM assists with understanding the advantages and vulnerabilities of specific solutions and helps negotiate Volume Licensing Agreements (VLAs) with software partners, resulting in substantial time and money saved. See requirement 4.3 for detail on our true up workbook report, available for EA customers.

As detailed in requirement 2.3, the Account Center offers multiple tracking options for relevant information and features software management consolidating license information, application audits, and various reporting capabilities. Additionally, knowledgeable licensing experts monitor contract customers’ significant dates and volume plateaus (requirement 3.3), as well as assisting in navigation through software partner customer portals. Reports are details further in requirement 5.

DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9212203
NASPO ValuePoint | Software Value-Added Reseller Services Attachment B: CDW·G Methodology | B-7
Requirement
 3.3 How reminders of significant dates or volume plateaus are triggered. Include how your Company, as a partner with the Participating State, communicates with the State to ensure no deadlines are missed or opportunities are unexplored.

Response
Our licensing specialists track the anniversary and expiration dates for each enrollment. CDW•G requires our AMs to send monthly notifications of upcoming annual payments for the three months prior to anniversary date. Account managers and licensing specialists have also made it a best practice to initiate volume license renewal discussions six months prior to expiration. During this process, the CDW•G licensing specialist reviews the licenses on the current agreement and explain any license changes that may impact how they are renewed on the next agreement.

Each NASPO ValuePoint member’s dedicated licensing specialist is a customer advocate, focusing on the customer’s existing environment and future plans. This allows them to make licensing recommendations for renewal and work with the AM to create an initial renewal proposal. The customer can review the proposal, make changes, ask questions, and ultimately approve. Once approved, CDW•G prepares the renewal paperwork and provides instructions for completion.

Our ability to manage thousands of concurrent publisher contracts has been built on this system and a partnership with us will give NASPO ValuePoint customers the peace of mind that agency renewals will not be missed. CDW•G updates our systems immediately when we receive notifications on products and pricing from publishers. Your software licensing specialist tracks licensing purchases and ensures that NASPO ValuePoint customers have the following: new software version (as appropriate), access to technical support, ongoing audits, reduced risk through compliance, and timely contract renewal.

4. Proof of License
Requirement

4. Describe your Company’s method of ensuring a Participating State receives documentation of Proof of License that can be provided to requestors (e.g. auditors, in response to FOIA requests, etc.)

4.1 Describe process for providing Proof of License to a buyer. Provide a sample Proof of License.

Response
All Proof of License certificates are available
electronically or in hard copy after purchase. Proof
of license methods differ from publisher to
publisher. Usually, purchasers can pull the proof of
license directly from the OEM invoice. These serve
as proof of ownership in the event of an audit.

CDW•G can also provide a proof of license
certificate (see the sample) or the OEM purchase
automatically or when requested, such as an
auditor response to FOIA, etc.

Requirement

4.2 Explain method of retaining back-up copies of Proof of License. State how quickly a duplicate copy can be provided.

DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9222204
NASPO ValuePoint | Software Value-Added Reseller Services Attachment B: CDW·G Methodology | B-8
Response
Our invoices and proof of licenses are available via request to your AM at any point, as they serve as part of our day-to-day business and operational processes. Further, CDW•G has the highest ranking partner status available with our top-tier software manufacturers (and most of the publishers listed as part of this RFP). We also have CDW•G-badged partner specialists and partner-badged resources with permanent desks at our offices. Further, we can leverage our software partner resources—and our own CDW•G resources—to quickly obtain any necessary back-up/duplication documentation a customer may need.

Requirement

4.3 Describe how your Company partners with a State to demonstrate accuracy of licensing information to a publisher (aka a “True Up”).

Response
With CDW•G, the conversation does not end at purchase. As described in requirement 3, Software Tracking, our account managers and licensing specialists are trained to proactively support our customers throughout the life of their software contract. It would be simpler for us to use a completely automated process for the management and renewal of software licenses, as many companies do, but using an automated approach alone results in mistakes and unhappy customers. We prefer to bolster automated elements with consultative touch points. Our licensing specialists are subject matter experts and work proactively with the account managers to manage these contracts.

Our methodology described in requirement 3 shows that we start the true-up discussion/process three months prior to a customer’s anniversary date, or earlier (upon request). The true-up process includes a review of what is on the current license agreement. The licensing specialist spends time explaining to the customer what each license means and how it ties back to their environment.

Through this discussion, the license specialist gains an understanding of what the current customer’s environment is and is able to compare that to the licensing shown on the current agreement. If a true- up is needed as a result of this discussion, the licensing specialist makes a recommendation on license to purchase.

Additionally, if the licensing specialist determines there is a more cost-effective means to license the current environment, they recommend changes to the agreement in order to reflect any potential cost savings. If a customer is anticipating a future project that may result in a true-up and needs to plan further out in advance (for budgetary reasons), the licensing specialist is available to have that discussion and provide budgetary numbers at any time.

Lastly, upon request, CDW•G has a true up workbook available for EA customers. The workbook includes reporting around current licensed products and allows the customer to populate their current install quantity. Since the workbook includes true up pricing, the customer immediately sees their exact true-up cost. This information is extremely valuable for budgeting, forecasting, and project planning. With more than 180,000 software renewals processed yearly, CDW•G offers the expertise necessary for NASPO ValuePoint members, having proven our ability to execute timely renewals with reduced customer stress.

DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9232205
NASPO ValuePoint | Software Value-Added Reseller Services Attachment B: CDW·G Methodology | B-9

5. Reports
Requirement

5.1 Describe standard reports which can be generated for a State (other than downloadable reports addressed earlier).

Provide sample reports.

Response
CDW•G has a slew of reporting options available to NASPO ValuePoint customers. Agency-specific reports are accessible through the Account Center or their AM. State-wide reports are available through the state’s dedicated program manager, reporting flexibility a key benefit to partnering with CDW•G; procurement-structure specific reporting is detailed in requirement 3.

Requirement

5.2 Describe on-line, real time, reporting capabilities using established state website reports:
 5.2.1 Standard Reports. Provide sample reports.

Response
Agencies have access to invoice reporting through the Account Center Payment Reporting section (note: requires finance user permission). We also offer the following invoice/invoice reporting methods: P-Cards (compliant to level/tier 3) and electronic invoicing (ANSIx12 4010 EDI, XML, cXML, mapped flat file formats.

Requirement
 5.2.2 Reports that can be generated by the LSCA.

DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9242206
NASPO ValuePoint | Software Value-Added Reseller Services Attachment B: CDW·G Methodology | B-10
Response
Your program manager can provide contract-wide reports to the LSCA, including but not limited to standard reports, licensing reports, and ad hoc reports. Please refer to the sample report included in requirement 5.2.1.

Requirement
 5.2.3 Reports that can be generated by the Participating State. Provide sample reports.

Response
CDW•G’s dynamic, ad hoc reporting capabilities on the Account Center, including our pivot table feature, enable purchasers to better manage data and to make more cost-effective decisions. The Account Center provides access to real-time information in a way that is convenient and easy to use.

Authorized users have the ability to generate a variety of reports, such as those listed below, as well as others at their request. Customers can view standard reports, and create and save custom reports.

Reports can also be generated for a variety of timeframes, differentiated by site, division, department, buyer, city, product, etc. In order to generate reports at the state level, Account Centers need to be linked for all applicable state agencies. Please also refer to the sample report included for requirement 5.2.1.

Requirement
 5.2.4 Reports that can be generated by the User agency. Provide sample reports.

Response
In addition to the reporting capabilities at the state level (detailed in requirement 5.2.3), within the Account Center, customers can also generate reports for various assets with a variety of fields. As part of any hardware sale that goes through our configuration center, customers can view serial numbers, MAC Addresses (where applicable), BIOS configurations, software installations, and much more.

DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9252207
NASPO ValuePoint | Software Value-Added Reseller Services Attachment B: CDW·G Methodology | B-11
Using CDW•G’s Software License Tracker (SLT), offered to customers via the Account Center site at no additional charge, users can access this tool that simplifies license management, especially software license agreements. The SLT is accessible to all authorized users via the Account Center 24/7 and enables authorized users to manage license agreements by tracking expiration dates and generating standard or customized reports for delivery via email.

Users can run reports in SLT to show what license agreements are about to expire and to set up email alerts to be sent out at a specified time in advance of expiration. Our EA workbook (detailed in requirement 4.3) also lends a significant amount of customization at the agency level.

Requirement

5.3 Address whether your Company is able to provide “Custom Reports” as an optional service to Participating States, should State determine to utilize this service? (See Section 3: Scope of Work, 3.7.3 Custom Reports)
Response
Yes; should the state need to see reporting into areas of the contract that fall outside of the ad hoc and standard capabilities listed above, we will work with you to create the custom report. Our reporting tools are incredibly flexible, and we employ database administrators to combine the power of data feeds we have from our partners with our own data sets to automate custom reports. Upon award, CDW•G commits to having a discovery meeting with the state to determine additional reporting requirements that are necessary for the success of this contract.

6. Maximizing Value for the State
Requirement

6. Describe how your Company works with a State and publisher to maximize the State’s value in obtaining products and services under this contract. Description is to address, but is not limited to, the following:
 6.1 Working with a State and a publisher to assist the State in managing their volume or enterprise license agreements.

Response
True to our customer-centric approach, CDW•G aims to be more than a fulfillment provider to NASPO ValuePoint members, committing to provide the resources to navigate the increasingly complex world of software. Maximizing value for NASPO ValuePoint customers starts with the CDW•G field presence in each of the participating states. It is our best practice to work closely with a manufacturer’s account manager within a specific state to build the necessary relationship and customer trust.

Our field and inside reps have many existing relationships with the publisher rep for each state named in this contract. Streamlining license agreements, providing install-based reports from a given publisher, and working with each agency to manage all software— including software purchased from other vendors—is the heart of the CDW•G advantage. As mentioned in requirement 4.3, our AMs and licensing specialists use a very methodical approach in managing agreements. This process is in place to ensure accuracy of licensing purchased, true updates, and renewals.

DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9262208
NASPO ValuePoint | Software Value-Added Reseller Services Attachment B: CDW·G Methodology | B-12
Even after a software contract is signed, our dedicated account teams and software licensing specialists maintain regular contact with customers to ensure that all licensing program benefits are maximized and that contracts are renewed on time. CDW•G provides contract management for all our software licensing partners’ programs; our team of 22 software licensing renewal specialists will offer fast processing of renewal orders.

Sample Contract Lifecycle Management
Year 1 Year 2 Year 3
 Welcome letter
 Kickoff meeting
 Software review
 Cloud planning
 Software profile
 CDW solutions
 Software deployment check
 True Up 1 due
 Annual business review
 Cloud planning
 Software profile
 CDW solutions
 Software deployment check
 True Up 2 due
 Annual business review
 Renewal intro
 Cloud planning
 Software profile
 Software deployment check
 Contract review
 True Up 3 due
 Annual business review

Requirement
 6.2 Working with a State and publisher to maximize the leverage created by the total sales volume from a State and its cooperative partners to ensure best value to all State’s.

Response
Prior to software purchase and any renewals, our LAEs evaluate total spend, assets, usage, and purchase history. Their recommendations include potential options that would optimize investment through vendor and contract consolidation, including volume transactional purchasing options or contractual volume agreements. Additionally, our teams will inform the customer of any volume purchase opportunities specific to the contract available for entities to leverage.

For example, CDW•G is the University of Southern California’s (USC’s) primary software provider, managing their Microsoft EES agreement. We recognized an opportunity for savings by aggregating USC’s departmental Microsoft purchases under one master EES agreement, to leverage the volume the university was purchasing as a whole. Even though the master agreement is leveraged campus- wide, each department still has their own portal, ability to manage their own licenses, and pay for usage out of their department’s budget. Consolidating departments’ purchases under one EES agreement— as opposed to Microsoft’s Open-Value option— provided USC with approximately three percent (3%) savings on the majority of their desktop product purchases.

Requirement
 6.3 Working with a publisher to maximize the leverage created by the total sales volume overall resulting from this contract.

Response
We work in partnership with contract holders to act as an advocate in the contract environment, utilizing our experience with similar contracts to negotiate prices prior to final agreement and compare volume discounts occurring elsewhere. Regular reporting measures, monitored by our program manager and reviewed by sales leadership at various intervals, allow us to provide NASPO ValuePoint and its customers the most competitive offers on the market today.

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NASPO ValuePoint | Software Value-Added Reseller Services Attachment B: CDW·G Methodology | B-13
With broad-scope contracts, we often see emerging trends in demand for certain publishers. If sales volumes indicate high spend in a specific solution, we collaborate with the software publisher to determine if additional savings or value can be incorporated for purchasers. If reports indicate a high volume of purchases with a software publisher with which we do not have a direct relationship established, a CDW•G coworker will initiate our New Vendor Addition Process, structure for evaluating both risk and reward when considering potential new vendors. This process protects contract users’ best interests by considering the unique capabilities and products each vendor offers alongside potential areas of risk. Part of this methodology includes negotiating a partner agreement and competitive pricing with the new vendor, so that we can bolster support around the solutions being purchased and pass on additional savings.

Requirement
 6.4 Working with State and publisher to obtain the best quote on a high volume purchase.

Response
While our online ordering capabilities are far superior to other resellers, we always encourage customers to reach out to their CDW•G AM before making a large purchase. This is because we train our AMs to view the contract pricing as a “ceiling” price. They will negotiate with the publisher on the customer’s behalf, often securing additional savings.

Requirement
 6.5 If, and how, your Company uses historical purchase information to provide targeted assistance to State.

Response
The team described in our response to requirement 6.1 leverages historical data in supporting software license purchasing and management. However, leveraging historical data requires a different approach when you are not a contract incumbent. When awarded, CDW•G is committed to expend the extra effort to effectively collaborate with the customer and applicable software publishers.

The number of publishers purchased and the willingness of the customer to share information dictates the method in which CDW•G collects historical information. Most often, our licensing team will recommend our Software License Review, to ensure we gather all relevant information available.

The CDW Software License Review provides our team and our customers an easy-to-read overview of all software assets and license purchased across all departments and units. Instead of customers having to contact each publisher individually, we take that task on for them.

While other resellers offer similar solutions, CDW•G returns this review and accompanying timeline within 10 days, not four to eight weeks. Instead of uploading the information to a web portal for customers to navigate alone, our software experts consult customers, providing recommendations for cost savings, license consolidation, and renewal strategy. These steps simplify and streamline the licensing review process. As our software and account teams learn the customer’s systems and processes, they proactively guide the customer to licensing programs and products that best fit the customers’ requirements and technology goals.

Requirement
 6.6 How maintenance support is to be made available.

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NASPO ValuePoint | Software Value-Added Reseller Services Attachment B: CDW·G Methodology | B-14
Response
CDW•G partners closely with each software publisher’s supporting resources to provide easy access for phone-in incidents, software upgrades, and technical support. Within our sales offices, we have dedicated vendor desks, where qualified manufacturer personnel respond to customer inquiries and provide support to AMs.

Additionally, software-specific newsletters are available to customers, keeping you up-to-date on popular and new-release products. Part of our industry-best pre-sales consulting methodology is maintaining communication with customers to ensure awareness of release dates and the maximization of our no-cost roadmapping offer.

Please note that CDW•G account managers will never include maintenance or any additional purchasing options on a quote without first discussing with the customer to ensure they understand the different maintenance levels that are available and what is included in the maintenance offer selected.

Requirement
 6.7 Describe how training regarding the installation of products and use of products will be made available and how to obtain best value from it.

Response
CDW•G’s software practice includes resources such as pre-sales technical specialists, licensing specialists, product specialists, and post-sales engineers. These resources play a valuable role for our customers as it relates to product-pertinent questions, technical questions, and installation/use rights. Our team of experts offers guidance and directs customers to the correct location on a manufacturer website to obtain installation training, instructions, and industry best practice. Our ability to quickly provide this guidance is a value to getting the most out of the software once purchased.

Online Training
The current webinars/trainings offered by CDW•G are listed in the Media Library located by clicking on the Solutions tab on www.cdwg.com. The Media Library is dynamic, with new content updated monthly. In addition to webinars and video channels, there are helpful documents, including white papers, reference guides, data sheets, and reports.

CDW•G also offers website showcases for many of our software manufacturing partners, such as Microsoft. For example, the Microsoft Showcase is located at www.cdwg.com/Microsoft. The site provides customers with Microsoft-specific material, updated at minimum on a monthly basis.

Additional resources for segment-specific material include our State Tech magazines (www.statetechmagazine.com) and Ed Tech Magazine (www.edtechmagazing.com/k12/), both to which interested agencies and schools can subscribe.

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NASPO ValuePoint | Software Value-Added Reseller Services Attachment B: CDW·G Methodology | B-15

7. Value-Added Services
Requirement

7. A significant aspect of this service is to be Value-Added Services.  7.1 Describe how your company handles the complexities related to enterprise license agreements (e.g. Microsoft EA, Adobe CLP, etc.). Include how you assist customers (especially first time customers) through this process to ensure they are comfortable moving forward, and are knowledgeable about the agreements once they are complete?
Response
CDW•G understands that Enterprise Agreements (EAs) are often one of the most expensive IT costs a customer will incur during a year. It is our goal to ensure our customers are knowledgeable about the agreement and receive the most out of their investment as possible. Because of this, we have created the following EA contract management process, which has become a proven methodology in helping manage state software contracts over the years.

Requirement
 7.2 Describe how your company handles transitioning a group of customers from an account manager with whom they have built a relationship to an account manager who is new to them? o 7.2.1 How do you ensure that all of the customers' needs are met? o 7.2.2 How do you ensure the new account manager is given the resources necessary to be successful in the new role?
Response
CDW•G subscribes to a practice of warm transfers in regard to customer transition. The existing account manager will reach out to the customer and introduce the incoming account manager; behind the scenes, the incoming account manager will receive a full debrief from the existing, utilizing our internal tracking and monitoring system which manages individual account history. Customer accounts transfer to tenured, experienced dedicated account resources, often already possessing familiarity with the customer and who have completed approximately six months of in-depth sales training. Nearly a quarter of our AMs have been with CDW for more than 10 years.

Requirement
 7.3 Describe the training available regarding the use of this contract and how to obtain best value from it, other than on-line tutorials.

Response
CDW•G provides a variety of value-added training options. Many times, we offer these options in tandem with our publisher partners. For example, CDW•G works closely with Microsoft to directly engage and educate customers via phone, online, and in-person seminars and educational events.

Microsoft and CDW•G work together to present information to customers and respond to their questions. CDW•G is open to all options, both remote and onsite, as well as at CDW•G facilities to meet NASPO ValuePoint customer needs. We also offer the unique Microsoft Education Center, which presents a hands-on experience to our customers who want to test out new Microsoft products and software.

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NASPO ValuePoint | Software Value-Added Reseller Services Attachment B: CDW·G Methodology | B-16
For all other solutions, CDW•G offers our Technology Experience Center, which allows customers to try out a demo of the software outside of their own environment, make software comparisons, and explore the latest innovations to see if that product will help achieve the customer’s business goals.

Requirement
 7.4 Explain what unique Value- Added services your Company will make available under a resultant contract.

State whether they are to be provided at no cost. If there are costs, identify these costs on the applicable Pricing Sheet in the Cost Section.

Response
CDW•G does not compete on price alone. As a vendor-agnostic solution provider, pre-sales recommendation support from our knowledgeable account teams and software specialists will always be an unparalleled differentiator when compared against our major competitors. We are the leading reseller to multiple named publishers in this RFP, including key itemized Microsoft, VMware, and Adobe. Our close partnerships mean we receive competitive price offers and early notifications regarding product changes, allowing the account managers serving NASPO ValuePoint members to keep their customers apprised of new product releases, version and price changes, and more in a timely manner.

Our ability to serve NASPO ValuePoint customers participating in this contract is exponentially heightened by the myriad value-added benefits we provide at no cost. These benefits include, but are not limited to, the following:

NO COST Value-Added Benefits for NASPO ValuePoint
Benefit Cost Description
Solution Consultation Services FREE
Savings: over $250/hour
Inside Solution Architects (ISAs)—technology and
product experts—vet complex solutions, arrange
product demos, webinars, and information
documentation
Solution Design Services FREE
Savings: over $300/hour
Field and inside engineers available for onsite
access to customer environments, conduct
assessment, provide technology-needs analysis
Threat Check FREE
Savings: $3,000-5,000 per assessment
Passively monitors networks for unknown malware,
alerts customers to active and installed malware,
provide customized plan for remediation
Partner Assisted Grant Help FREE AMs assist with learning about available resources for segment-specific grant-finding processes
eProcurement Integration
Services FREE
Dedicated team integrating customer ePro systems
for punch-out, PO delivery, eInvoicing, quote
retrieval, order, and more
K–12 Consulting FREE
Savings: over $250/hour
Former educators and educational technologists
work as strategists to guide schools through high-
access implementation and develop long-term
adoption success plans
Digital Age Teaching and
Learning Webinars FREE
Savings: over $125 per attendee
CDW·G’s Education Strategy Team conducts
series of three one-hour webinars on latest
technology trends in education
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NASPO ValuePoint | Software Value-Added Reseller Services Attachment B: CDW·G Methodology | B-17
NO COST Value-Added Benefits for NASPO ValuePoint
Benefit Cost Description
Track and Communicate
CDW•G Software Webinars FREE
CDW·G advertises to all contract holders and end
users for webinars pertinent to COTS software on
NASPO ValuePoint contract
Technical Trainings FREE
Includes two (2) trainings per calendar year
WebEx trainings specific to this contract, scheduled
60 days in advance on pertinent software (approx..
30+ hours of CDW·G backend planning/work for
each session0
CDW•G Blog FREE
All interested parties under the contract will receive
our Solutions Blog: blog.cdw.com; internal
engineers and SMEs write to relevant IT topics
Partner-Funded Programs FREE
Leverage CDW·G relationship with key OEMs to
get business development funds for projects users
are potentially unable to fund independently
Marketing & Social Media FREE
CDW·G collaboratively creates marketing materials
and events with each participating state to promote
adoption of contract
Technology Roadmapping
Sessions FREE
Valued at $1,000, one per year
Held by request with key software publishers and
state customers, proctored by CDW·G sales teams

Other free benefits include access to CDW-badged product specialists, dedicate contract expert resources, Media Library access, and free eligibility for state customers interested in the Microsoft Rapid Deployment and Technology Adopter programs.

Each participating state’s specific account team offers additional value-added benefits, in terms of personnel and expertise, at no cost to the customer. These personnel include software licensing specialists, licensing account executives, pre-sale system engineers, software manufacturer representatives, and dedicated renewals specialists, program managers, account managers, and account executives.

Snow License Management
There are more comprehensive options for software license management outside of the Account Center website and your CDW·G account team. Automated tools such as Snow Software’s License Manager can identify every piece of software in a NASPO ValuePoint member’s IT systems and match them to licenses, reducing risk, cost, and complexity often found in typical software management. At this time, there are 282,800 software applications automatically recognized by Snow through its Software Recognition Service (part of the License Manager solution). For NASPO ValuePoint members, CDW·G will provide a Snow Software Proof of Concept software assessment in order to understand and agency’s current environment at no cost. The Proof of Concept includes the following:
 Detailed inventory collection via Snow or using existing inventory tools (e.g., SCCM)  Software metering via Snow to understand usage
 In-depth analysis of up to five Windows-based applications  Business-case documentation illustrating compliance, usage, risk areas DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9322214
NASPO ValuePoint | Software Value-Added Reseller Services Attachment B: CDW·G Methodology | B-18

8. Customer Support
Requirement

8. Explain how your Company will:
 8.1 Retain publisher certification levels and improve on them.

Response
CDW•G holds the top certification levels with most major software publishers. Each of these publishers has a stringent set of criteria that must be met in order to hold this certification. Often included in this set of criteria are certification requirements for individual employees, such as sales teams, engineers, and licensing specialists. Moreover, a reseller is only as reliable as the coworkers directly serving their customers. Therefore, we have described our process for both CDW•G as a company, and the process we follow to ensure our coworkers acquire and maintain the necessary certifications to support our customer base.

CDW•G Company Certifications
CDW’s Product and Partner Management team manages all aspects of our partner relationships. One of the group’s primary goals is to optimize partner relationships. Included in the duties supporting this goal is the management, tracking, and administration of partner certifications across CDW•G. They work with our publisher partners to ensure we continue to meet the requirements for our certifications.

If we have not reached the top certification level, they are actively engaged in monitoring and engaging the teams needed to help meet those additional requirements to reach the next certification level.

Coworker Certifications
We require our sales coworkers to acquire and maintain specific partner certifications. When an account manager wants to move up in their role, say from an account manager to a senior account manager, there are additional certifications we require them to obtain. This methodology ensures our coworkers continue to be experts in the solutions they are selling. To give insight into the depth of our bench of certified coworkers, we include a few examples of CDW’s total certifications for some of our publisher partners:
 VMware: 1,300+ VMware Sales Professional Accreditations (VSPs)  Microsoft: 740+ coworker certifications
 Adobe: 800+ sales-specific Adobe certifications
 Symantec: 2,590 total coworker certifications
Additionally, CDW•G compliments some of our partner certifications with CDW-designed training for our partners, such as Microsoft, which provides more in-depth knowledge than the partner created training.

Requirement
 8.2 Work to reduce costs to obtain publisher products? Response
Two major differentiators to the CDW•G business model are tools that streamline processes and the vast number of resources we dedicate to supporting our customers.

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NASPO ValuePoint | Software Value-Added Reseller Services Attachment B: CDW·G Methodology | B-19
Conventional thinking might disagree considering high-touch service and investments in cutting-edge methods as cost saving attributes. However, we have repeatedly demonstrated on agreements similar to the NASPO ValuePoint software contract that our differentiators are true drivers to reducing costs; all while adding value that our competitors fail to replicate.

Holding a high certification level with a publisher partner provides resellers access to favorable pricing, tools and resources, including vendor incentive programs, which resellers use to provide additional value to their customers. Because of our unique industry position and business model, CDW•G is often able to negotiate beyond these incentives because our partners see the value we offer: a cost-effective way to get their solutions to their customers.

Other resellers may offer a streamlined purchasing process or a long list of personnel, but very few offer both, and even fewer in the capacity that CDW•G offers. Our systems support the coordination and synchronization demands that are required to keep costs under control for customers, supplier/OEM partners, and CDW•G. When coupling partner savings with the sheer volume of products CDW•G procures for our customer base, it is easy to understand how we can negotiate additional savings and value adds to pass on to our customers.

We provide a unified customer experience, routing every customer-initiated interaction to a named account manager. Our tools and support are designed around this central concept. Our customer- facing technologies, supply chain tools, and ordering processing system are one in the same.

This innovative system provides the customer transparency to the purchase process, reduces order errors, and allows us to manage the complexities of our large distribution channel.

Simply put, we provide logistical capabilities typically attributed to distributors, while also providing support staff that greatly reduces the customer issues escalated to the partner. In turn, partners pass savings on to our customers with more aggressive discounts.

Our software services team further drives software cost reductions. Instead of pointing our customers to a web tool to manage their licenses or a blog post to understand a software solution, we support them with a software services team. These individuals are helping customers in leveraging software benefits, ensuring customers are using the appropriate level of licensing, and helping to understand if cloud solution really is cost-effective for customers’ specific needs.

Requirement
 8.3 How does your Company respond to customer complaints and service issues?  8.4 What is your Company’s escalation process?
Response
We always direct customers first to their AM to assist with complaints and service issues. CDW•G also provides NASPO ValuePoint customers access to our US-based customer relations department as a value-added service. This support is available 7am-9pm CST, Monday through Friday. For sales-specific issues, our government and education sales support team is available Monday through Friday, 7am-6pm CST.

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NASPO ValuePoint | Software Value-Added Reseller Services Attachment B: CDW·G Methodology | B-20
The four no-cost general levels of support available to NASPO ValuePoint customers are the following:
 Customer Relations. 866.782.4239 (M-F, 7am-9pm CST); online chat (M-F, 7am-6pm CST; [email protected]
 Government and Education Sales. 800.808.4239 (M-F, 7am-6pm CST); [email protected]
 E-Support. For website questions only: 888.239.7270 (M-Th, 7am-7pm CST; F, 7am-6pm CST); online chat (M-F, 7am-6pm CST); [email protected]
 Technical Support. 800.383.4239 (M-F, 7am-7pm CST); online chat (M-F, 7am-6pm CST); [email protected]
Additionally, for customers who have purchased Microsoft Office 365 through the CSP program, CDW•G offers 24/7/365 support at [email protected] or 888.793.2480 (option #5). The above departments all work together to help resolve any issues which may arise. CDW•G aims to resolve all cases within 24 hours.

Escalation Process
If a NASPO ValuePoint member feels a request is not receiving proper attention, they can reach out directly to a sales manager to resolve the issue. For non-critical incidents, sales managers typically respond within four business hours; critical issues will be escalated as appropriate to the severity of the incident.

NASPO ValuePoint members should be confident this contract has the appropriate level of executive sponsorship within CDW•G. David Hutchins (VP, State & Local Sales) and Tony Sivore (Director, State & Local Sales) are both high-level points of contact focused on the success of this agreement.

Both have extensive knowledge of tour government agreements and current NASPO ValuePoint reseller agreements. If an incident requires further escalation, our sales managers will quickly engage either Mr. Hutchins or Mr. Sivore, dependent on the subject of the incident. Mr. Sivore typically responds within one business day for non-critical issues; two business days for those escalated to Mr.

Hutchins. If an issue arises with a manufacturer or distribution partner, both gentlemen have the best points of contact committed to quickly resolve these issues, as well.

9. Problem Resolution
Requirement

9.1 Problem Resolution: Scenario 1: Describe at least one recent situation where your Company made a major error that resulted in dire consequences for a customer. Detail the error and what changes your Company has made to avoid repeating the error in the future. In this si tuation, the problem is not solved in time to take care of the customer, and the customer is likely lost.

Response
One of our longtime customers, a Washington school district, worked with CDW•G to design their new networking system. After implementing the system, the school tasked us with implementing a policy platform for the network. Due to our solution architect’s design error, the products purchased were not compatible with the network endpoints previously installed, and we could not properly implement the solution. The situation was a major error and could have resulted in the customer going elsewhere.

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NASPO ValuePoint | Software Value-Added Reseller Services Attachment B: CDW·G Methodology | B-21
However, the CDW•G account team quickly reacted to remedy the error. We brought on additional engineers to redesign and implement the solution on-site, while the account team handled expediting the replacement product orders. We absorbed the resource and material costs required to meet all the originally agreed upon requirements. This major error also threatened to delay the project but our quick reaction allowed us to meet the initial deadline that we had committed.

The error also shook the customer’s confidence in CDW•G’s ability to fulfill the project. While the customer wavered in its decision to continue with us, they recognized our monumental effort to fix the mistake and offered a second chance. We made sure that they did not regret it and met their original implementation deadline without cutting any corners. Today, this customer is elated with their networking system and they continue to work with us for project design, to product fulfillment, to implementation and follow-up needs.

Lessons Learned
To mitigate future errors, CDW•G has our solution architects assigned to specific account teams. This ensures the same solution architects are designing all of the same customers’ solutions, providing them intimate knowledge of the customers’ systems. Additionally, this structure builds the solution architect/account team relationship, resulting in regular communication of important customer background information. This change in communication methodology allows the account teams and the solution architects to better anticipate customer needs and provide a greater level of customer service.

Requirement

9.2 Scenario 2: Describe at least one recent si tuation where your Company made a major error that had potential dire consequences for a customer. Detail the error and what was done to correct the situation. To what lengths did your Company go to take care of the customer? What changes (if any) did your Company make to avoid repeating the error in the future? In this situation, the problem is solved in time to take care of the customer, and the customer is likely not lost.

Response
Six years ago, the County Commissioners of Pennsylvania (CCAP) awarded CDW•G its Microsoft contract. Prior to CDW•G’s award, CCAP had had been engaged with another provider. Due to CCAP’s familiarity with the incumbent, CDW•G had to work closely with Microsoft and CCAP to ensure the success of the transition from the other vendor’s services. This was a single award contract, and the contract implementation took place during the busiest month of the contract year.

The issue in this scenario was that it was not yet a part of our process for us to begin working with Microsoft immediately after the award of the contract to understand upcoming renewals and annual payments. We previously waited until Microsoft’s Change of Reseller process was complete, and we were able to run reporting on our own. This resulted in many CCAP customers becoming nervous that their Microsoft Agreements would expire before we could renew them.

Fortunately, due to our Microsoft relationships and experience in managing Microsoft contracts, the detailed instructions we provided for completion of the contract implementation resulted in no lapsed agreements. Our ability to stay in close contact with Microsoft and CCAP proved to be critical to the overall success of the transition.

After going through a formal RFP process at the end of the original contract term, CCAP awarded their next Microsoft contract to CDW•G again.

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NASPO ValuePoint | Software Value-Added Reseller Services Attachment B: CDW·G Methodology | B-22
This award was due to the successful implementation of our contract management methodologies and our contract implementation plan execution. In the past three years, CDW•G has maintained a 100 percent on-time renewal rate for expiring agreements on this contract. We continue to be successful because of our proactive touch points with the customer during the license management process, our understanding of their procurement processes, and our operational excellence.

Lesson Learned
From this transition, we learned that it is important to begin working with our partners immediately after the award of the contract to understand past, current, and future projects. We previously waited until the Change of Reseller process was complete and were able to run reporting on our own. Now, we start immediately and proactively communicate the plan to all constituents so that no one becomes concerned that their agreement may lapse.

Although this is an example that deals with Microsoft, the lessons learned are applicable to contracting as a whole. We learned that it is necessary to take preliminary steps before a contract goes into effect. This approach will be adopted as part of our methodology to ensure that any transition to NASPO ValuePoint contract is seamless to customers. This will be the tactic from the date of an award to CDW•G as a primary vendor for the NASPO ValuePoint contract.

10. Product Return Process
Requirement
Describe the proposed product return process in the following situations:
 10.1 Scenario 1: Product was ordered. The order was filled and shipped correctly. After the order was accepted, AP discovered it ordered the wrong product and wants to return the product.

Response
In the context of this first scenario, a customer can submit an RMA request in a variety of methods:
online via the website, via email or a call to their AM, or via the customer service team. The standard return period for all products purchased from CDW•G is 30 days from date of invoice.

Once the RMA request is processed, the customer receives an automated email with return instructions. Following receipt of the instructions, the customer ships the products back to our distribution centers with the shipping label they receive automatically.

Requirement
 10.2 Scenario 2: Product was ordered. The order was filled and shipped. After the order was accepted, AP discovered the product delivered did not match the product that was ordered. AP would like to return the product.

Response
As in the previous scenario, the customer can submit an RMA request online, contacting their account manager, or reaching out to our customer service team. They receive product return instructions for processed RMAs via email. Following the instructions, the customer ships the products back to our distribution centers with the shipping label they receive automatically. The key exception is that in this situation, there are no restocking fees issued since the error was committed by CDW•G. The return period for all products purchased from CDW•G is 30 days from date of invoice.

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NASPO ValuePoint | Software Value-Added Reseller Services Attachment B: CDW·G Methodology | B-23
As an option during either scenario, customers can take advantage of the Advanced Order Replacement (AOR) program. This is most often used when the customer receives a defective or DOA product and cannot wait for CDW•G to receive the defective one back before the replacement is sent out. This process ensures that the customer receives the products they need as soon as a product is found to be DOA, incorrectly purchased, or incorrectly shipped.

11. SVAR Performance
Requirement
Describe the process to be used to track and document the SVAR’s performance, to include “Cost Savings” achieved, under this Contract. See Section 3: Scope of work, Items 3.5.3 and 3.5.4.

Response
Our systems record key information about order fulfillment time, quote, and order activity that can be aggregated by OEM or function, and pricing benchmarks. CDW·G contract support teams hold regular quarterly business reviews (QBRs) with many of our top customers to review activity, customer service levels, and savings under various program structures. NASPO ValuePoint customers and the LSCA will receive the same attention to detail.

CDW·G will establish a regular cadence for our contract professionals and key sales leaders to meet with purchasing operations, contract administration and other representatives of the Lead State, to review spend reports and actions implemented during the previous quarter, and to discuss possible improvements to be implemented during the coming quarter. Any known issues or escalations will be addressed, as well as the review of performance surveys.

Options to reduce costs, improve service, and enhance operability and future-proofing can also be determined during these QBRs. In our current contract reviews, we typically review the following:
spend analysis, spend by product category (e.g., Security Software/Dbase Software/Network Management, Virtualization), spend by publisher, purchase method, and savings analysis, future forecasting, and new and emerging technologies.

Our goal is to maximize a customer’s investments by giving our recommendations towards the best use of volume or enterprise license agreements, in addition to seeking ways that NASPO ValuePoint members can take advantage of publishers' promotions and incentives.

DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9382220
NASPO ValuePoint | Software Value-Added Reseller Services Attachment C: Cost Proposal | C-1
Attachment C: Cost Proposal
Requirement
Any narrative explanation of the Pricing Sheet forms is to be submitted as part of Attachment C —COST PROPOSAL. Offeror shall provide pricing that includes all costs associated with the responsibilities and related services, including but not limited to, freight and delivery, cost of materials and product, travel expenses, transaction fees, overhead, profits, and other costs or expenses incidental to the Offeror’s performance.

Response
To confirm, CDW•G’s offer does not include any “incidentals.” There are no additional charges as described in the above requirement (e.g., freight and delivery, cost of materials and product, travel expenses). Presenting our pricing rationale, or “cost reasonableness,” illustrates the transparency with which we will approach the negotiation of establishing a Master Agreement with NASPO ValuePoint.

CDW•G has the ability to provide thousands of software titles to NASPO ValuePoint members. Outside of the named Key Itemized publishers, many software OEMs only publish current Manufacturer’s Suggested Retail Price lists (MSRPs) irregularly or infrequently, despite titles going end-of-life and new titles being listed.

Additionally, once an MSRP is published, the price points rarely change and are often not indicative of market pricing that is commonly available. This means a large discount off MSRP that may seem to be an ideal offer today can over time become non-competitive given normal product lifecycle and cyclical pricing declines common to the IT marketplace.

In other words, the cost of IT products—including software—typically trend downward.

For this reason, our presented offer to your members is a cost-plus model over CDW•G Sim Cost, which is the standard acquisition cost associated with the inventory of product, but also including the management costs with procuring, warehousing, and distributing the inventory. This model enables members to achieve the greatest long-term cost savings. The advantage of this dynamic pricing model is that as our acquisition cost is reduced, the price to the customer is reduced accordingly. Once loaded into our contract management system, price changes trigger automatically to the customer’s CDW•G website (described in Attachment B) and EDI pricing without manual intervention.

Aligning with the primary objective of this RFP—to obtain best value and more favorable pricing for participating members than can be achieved independently—CDW•G strives to simplify the complexities of technology procurement across selection, integration, and management for customers large and small, acting as an extension of their IT staff. Upon award, CDW•G will continually seek out savings to offer NASPO ValuePoint members, as well as providing unmatched stewardship and service to this contract.

DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9392221
ATTACHMENT C1 - PRICING SUBMISSION SHEET

NASPO VALUEPOINT

SOFTWARE VALUE-ADDED RESELLER (SVAR)

MARKUP/DOWN
2 1
The price to Authorized Purchaser
(AP) is calculated using the
following formula: "Reseller Cost"
+ ("Reseller Cost" x
"Markup/down")
ADOBE 0.97% PROPOSER INSTRUCTIONS:

CITRIX 0.97%
MICROSOFT ‐1.26%
NOVELL 0.97%
SYMANTEC 0.97%
VMWARE 0.88%
AI SQUARED 2.20%
AIRWATCH MOBILE DEVICE MANAGEMENT VMWARE 1.13%
ALLIANCE ENTERPRISES 2.20%
APPLE 2.20%
ATTACHMATE – MICROFOCUS 1.25%
AUTODESK 2.20%
AUTONOMY – HP 2.20%
BAKBONE – DELL 1.13%
BARRACUDA 2.20%
BOMGAR REMOTE SOFTWARE 0.75%
CA TECHNOLOGIES 2.20%
CISCO 2.20%
COMPUTRONIX USA 1.13%
COMPUWARE 2.20%
COREL 2.20%
DOUBLETAKE 2.20%
EMC 2.20%
ENCHOICE 2.20%
ESET 2.20%
ESRI 2.20%
FREEDOM SCIENTIFIC 2.20%
GUARDIAN EDGE – SYMANTEC 2.20%
GW MICRO 2.20%
IBM 2.20%
ICM CONVERSIONS 2.20%
INFOR 2.20%
INTERMEDIX EMSYSTEMS 2.20%
HP 2.20%
HUMANWARE 2.20%
INFORMATION BUILDERS 2.20%
KRONOS SOFTWARE 2.20%
LANDESK 2.20%
LASERFISCHE 2.20%
LIQUIDWARE STATUSPHERE 2.20%
MICROFOCUS INC 2.20%
MINJET 2.20%
MPS 2.20%
Enter a percentage markup or
markdown for each line in
column
D. This is the
markup/down at which
proposer is offering to
provide the stated publishers'
titles. Percentages may be
listed to two decimal points.

KEY ITEMIZEDOTHER ITEMIZED

PUBLISHERS
Proposer must be certified as a direct reseller for all Key Itemized publishers. Direct reseller certification is preferred for Other Itemized publishers
DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9402222
ATTACHMENT C1 - PRICING SUBMISSION SHEET

NASPO VALUEPOINT

SOFTWARE VALUE-ADDED RESELLER (SVAR)
MQSOFTWARE – BMC SOFTWARE 2.20%
NCIRCLE 0.00%
NETOP 1.25%
NUANCE 2.20%
ORACLE 2.20%
OSAM 2.20%
PASSPORT 1.25%
PATCHLINK 1.25%
PROOFPOINT 2.20%
RSA SECURITY 2.20%
REFERENCIA SYSTEMS 2.20%
SAP AMERICA 2.20%
SAS 1.25%
SOLUTIONS SOFTWARE 1.13%
SOPHOS 2.20%
SPLUNK SOFTWARE 2.20%
STASEEKER NETWORK INFRASTRUCTURE MONITORING 2.20%
STELLENT – ORACLE 1.25%
SUNGUARD 1.13%
SYBASE 1.25%
TECHSMITH 1.25%
TREND MICRO 1.25%
TRUSTWARE 0.25%
ULTRABAC 1.13%
VORMETRIC 1.13%
WEBSENSE 0.88%
any other non‐listed publisher 2.20%
DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9412223
NASPO ValuePoint | Software Value-Added Reseller Services Attachment D: CDW·G Executive Summary | D-1
Executive Summary
Requirement
Attachment D-Executive Summary should highlight the major features of the Offer. Briefly describe the Offer in no more than two (2) pages. The reader should be able to determine the essence of the Offer by reading the Executive Summary. Any requirements that cannot be met by the Offeror must be included.

Response
The NASPO ValuePoint Cooperation Purchasing Program is the standard of excellence by which public cooperative contracting is measured in the United States. With 3,901 participating addenda, NASPO ValuePoint encourages competitive vendors to offer the most innovative technologies at the best value. CDW Government LLC (CDW·G), as the nation’s leading IT solution provider, is ideally positioned to serve as a primary software value-added reseller (SVAR) for all participating states.

Qualifications
Our capabilities extend beyond those of the typical SVAR, with dedicated public sector account managers, knowledgeable field executives, experienced program managers, and qualified engineers providing targeted, streamlined assistance to individual customers.

These personnel are here to serve, in person, on the ground, and from the warehouse.

Specifically, our Software Licensing Support Team ensures that purchases are scalable and complementary to existing customer systems. This team includes over 85 licensing specialists, 250 systems engineers, and 45 account executives—all experienced in helping agencies choose and use the best possible software solution available.

CDW·G is built upon a foundation of strategic partnerships, including the listed key and secondary software publishers named in the RFP. Microsoft®, Adobe®, VMware®, Citrix®, and Symantec™ are only a few of the brands we offer. Our extensive catalog gives participating entities the luxury of choosing the best commercial-off-the-shelf software products tailored to their needs, be it state and local government, K-12, or higher education.

Methodology
License management is an integral component of our methodology. Through our account teams, licensing specialists, free customized websites, timely reporting, and quarterly reviews, CDW·G eases the burden of managing software licenses and maintains frequent communication to alert users of updates, renewals, and new products without prompting.

A good solution begins with good people. CDW·G software engineers provide NASPO ValuePoint customers with design and consultative services at no additional charge. Other no-cost services offered to participating state agencies include threat checks, roadmapping, integration services, grant assistance, and software webinars.

DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9422224
NASPO ValuePoint | Software Value-Added Reseller Services Exceptions to Contract Requirements
CDW Government LLC (“Contractor” or “Reseller”) proposes the following changes to the terms and conditions . Insertions are underlined and deletions are stricken through . All other proposals are indicated in bold. Explanations are in comments. These proposals are for the State’s review and input .

Notwithstanding what is stated in the RFP, Reseller shall not be bound to any terms and conditions of the RFP or to any contract related to the RFP until or unless: (i) the State confirms in writing its acceptance of these deviations as fully incorporated therein; or (ii) authorized representatives of both parties execute a written contract that is separate from the RFP.

Section 3: Scope of Work

3.2.1.6.1 The Reseller must agree that there are no software publishers with whom, absent just cause, they will refuse to do business…[ remainder as written]

3.2.1.8.3 Notwithstanding what is stated in this section, Reseller proposes all returns are subject to the manufacturer’s then-current return policy.

3.4.1 Training, if offered by manufacturer, shall be available in the form of tutorials for basic installation and web-based training for software operation, basic phone support.

3.4.2 If offered by manufacturer, Pprovision of information on how to access a Software Publisher's "Help Desk" (either telecom or web- based) for basic use questions.

3.4.5.1 Upon written request from the State, Reseller is expected to will conduct quarterly reviews of all sales volumes and report sales figures and savings from Publisher's list price, by Publisher and by PA, as well as observed trends or purchasing patterns, and to present the information to the LSCA.

Section 4: NASPO ValuePoint Master Agreement Terms and Conditions

1. Notwithstanding what is stated in this section, Contractor proposes that its response to the Solicitation take precedence over all other documents forming the Master Agreement to ensure the exceptions contained herein have binding effect.

14.b.(2) The Indemnified Party shall notify the Contractor within a reasonable time … [language as written] … in the pursuit of the Intellectual Property Claim. Unless otherwise agreed in writing, this section is not subject to any limitations of liability in this Master Agreement or i n any other document executed in conjunction with this Master Agreement.

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES. IN THE EVENT OF

ANY LIABILITY INCURRED BY CONTRACTOR OR ANY OF ITS AFFILIATES HEREUNDER, THE ENTIRE LIABILITY OF CONTRACTOR AND ITS AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED THE GREATER OF: (A)

THE DOLLAR AMOUNT PAID BY THE LEAD STATE, PARTICIPATING ENTITIES, OR PURCHASING ENTITIES FOR EITHER THE SPECIFIC PURCHASED ITEM(S) GIVING RISE TO THE CLAIM; OR (B) $2,000,000.00.

17.b.1 Policy shall include bodily injury, property damage, and broad form contractual liability coverage.

17.d Prior to commencement of performance, Contractor shall provide to the Lead State a written endorsement to the Contractor's general liability insurance policy or other documentary evidence acceptable to the Lead State that (1) names includes the Participating States identified in the Request for Propo sal as additional insureds, (2) provides that the General Liability policy shall by blanket endorsement by contract give a thirty (30) days prior written notice of cancellation if any of the additional described policies are cancelled before the expiration date thereof, notice will be del ivered in accordance with the policy provisions no material alteration, cancellation, non- renewal, or expiration of the coverage contained in such policy shall have effect unless the named Participating State has been given at least thirty (30) days prior written notice, and (3) … [ remainder left intact as written]

23. Payment for completion of a contrac t order is normally made within 30 days following the date the entire any partial order is delivered or the date a correct invoice is received, whichever is later. [remainder as written]

31. Notwithstanding the foregoing, title to third party software, the licenses to which are resold by Contractor, will remain wit h the third party. Purchasing Entity’s rights in such software are specified in the license agreement between such third party and Purchasing Entity. Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity title to Product consisting of tangible media free and clear of all lien s, encumbrances, or other security interests.

Section 5: Lead State (State of Arizona) Terms and Conditions, 5.1 State of Arizona Special Terms and Conditions O. The Materials and services supplied under this Contract shall comply with all applicable Federal, state and local laws, and t he Contractor shall maintain all applicable licenses and permit requirements.

Contractor represents and warrants to the State that Contractor has the skill and knowledge possessed by members of its trade or profession and Contractor will apply that skill and knowledge with care and diligence so Contactor and Contractor's employees and any authorized subcontractors shall perform the Services described in this Contract in accordance with the Statement of Work.

Contractor represents and warrants that the Materials provided through this Contract and Statement of Work shall be free of viruses, backdoors, worms, spyware, malware and other malicious code that will hamper performance of the Materials, collect unlawful personally identifi able information on Users or prevent the Materials from performing as required under the terms and conditions of this Contract.

X. 1.5. Applicable to all General Liability insurance policies required within the Insurance Requirements of this Contract, Contractor's insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to the State of Arizona.

Within two (2) business days of receipt, Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. If any of the additional described policies are cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions. Such notice shall be sent directly to the Department and shall be mailed, emailed, hand delivered or sent by facsimile transmission to (State Representative's Name, Address & Fax Number).

BB. Contractor access to State facilities and resources …with an unlawful breach or harmful access committed by Contractor shall be paid by the Contractor.

5.2 State of Arizona Uniform Terms and Conditions

2. Notwithstanding what is stated in this section, Contractor proposes that its response to the Solicitation or Proposal take precedence over all other contract documents to ensure the exceptions contained herein have binding effect.

3.7. Subject to third party licensing limitations, Aany materials, including reports, computer programs and other deli verables, created under this Contract are the sole property of the State. The Contractor is not entitled to a patent or copyright on those materials and may not trans fer the patent or copyright to anyone else. The Contractor shall not use or release these materials without the prior written consent of the State. The Contractor shall maintain ownership of its pre- existing work.

3.8. Subject to third party licensing limitations, Aa and all intellectual property, including but not limited to copyright, [language as written] … of the State of Arizona requesting the issuance of this contract. The Contractor shall maintain ownership of its pre-existing work.

Comment [TB1]: Before services are to be
performed, Reseller will create a Statement of Work
(“SOW”) detailing the exact scoping and pricing of
the services to be provided, which will be executed
by both parties prior to the start of services. The
SOW will reflect the terms and conditions as
negotiated between the parties during the bidding
and contracting process.

Comment [TB2]: Explanation - Reseller takes
pride in screening its suppliers for liquidity and
longevity and therefore proposes the following
clarification:

Comment [TB3]: Explanations - Reseller, acting
as a reseller and not the manufacturer of any
proposed products and software, proposes the
following clarifications, which apply to the
remaining sections:

Comment [TB4]: Explanations - Reseller, acting
as a reseller and not the manufacturer of any
proposed products and software, proposes the
following clarifications, which apply to the
remaining sections:

Comment [TB5]: Explanations - Reseller, acting
as a reseller and not the manufacturer of any
proposed products and software, proposes the
following clarifications, which apply to the
remaining sections:

Comment [TB6]: Explanations - Reseller, acting
as a reseller and not the manufacturer of any
proposed products and software, proposes the
following clarifications, which apply to the
remaining sections:

DocuSign Envelope ID: DB9CE1F5-6365-4727-A038-204B2DDBF346 9432225
Certificate Of Completion
Envelope Id: DB9CE1F563654727A038204B2DDBF346
Status: Completed
Subject: Piggyback Contract: NASPO ADSP016-130652.pdf
Tyler Contract Number:

Source Envelope:

Document Pages: 405
Signatures: 1
Envelope Originator:

Certificate Pages: 2
Initials: 0
J.R. Wright
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678 W 18th Street
Merced, CA 95340
[email protected]
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City Council/Public Finance and Economic Development Authority/Parking AuthorityJuly 3, 2023

City Council/Public Finance and Economic Development Authority/Parking Authority
July 3, 2023