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National IPA contracts with City of Mesa,AZ contract 2018011-01.pdf

City Council/Public Finance and Economic Development Authority/Parking Authority
July 1, 2024

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National IPA contracts with City of Mesa,AZ contract 2018011-01.pdf
Meeting
July 1, 2024
Body
City Council/Public Finance and Economic Development Authority/Parking Authority
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32
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Text extracted from the city's file for reading and search. Open the original on cityofmerced.legistar1.com. That file is the official record.

CITY OF MESA, AZ
CONTRACT NO. 2018011-01

CDW GOVERNMENT, LLC

CITY OF MERCED
A California Charter Municipal
Corporation
BY:

D. Scott McBride,
City Manager
ATTEST:

D. SCOTT MCBRIDE, CITY CLERK
BY:

Assistant/Deputy City Clerk
APPROVED AS TO FORM:

CRAIG J. CORNWELL, CITY ATTORNEY
3Y: Gain Cornwell 4-17-24
ity Attorne Date
ACCOUNT DATA:

M. VENUS RODRIGUEZ
BY:

Verified by Finance Officer
City of Mesa, AZ
Contract # 2018011-01
for
Information Technology Solutions and Services
with
CDW Government, LLC
Effective: March 1, 2018
The following documents comprise the executed contract between the City of Meza, AZ and CDW Government, LLC., effective March 1, 2018:

Executed Contract
II. Mayor and Council Approval
III. Supplier Response
IV. Original RFP
mesa az

OFFICE OF THE CITY CLERK

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

COUNCIL PRESENT COUNCIL ABSENT OFFICERS PRESENT
John Giles None Christopher Brady
David Luna Dee Ann Mickelsen
Mark Freeman Jim Smith
Christopher Glover
Francisco Heredia
Kevin Thompson
Jeremy Whitaker
Mayor's Welcome.

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

Pledge of Allegiance was led by Councilmember Thompson.

Awards, Recognitions and Announcements.

There were no awards, recognitions or announcements.

1. Take action on all consent agenda items.

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

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

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

Regular Council Meeting
February 5, 2018

Page 2 ends

3. Take action on the following liquor license applications:
*3-a. It Ain't Chemo
This is a one-day event to be held on Saturday, February 10, 2018 from 9:00 A.M. to 9:00 P.M. at Riverview Park, 2100 West Rio Salado Parkway. (District 1) *3-b. AMC Superstition East 12
A multi-screen cinema is requesting a new Series 6 Bar License for American Multi- Cinema Inc., 1935 South Signal Butte Road - Andrea Dahlman Lewkowitz, agent. There is no existing license at this location. (District 6)
*3-c. ATL Wings
A restaurant that serves lunch and dinner is requesting a new Series 12 Restaurant License for Stapley Wings LLC, 1455 South Stapley Drive, Suites 22-24 - Andrea Dahlman Lewkowitz, agent. The existing license held by Mark Killian, sole proprietor, will revert to the State. (District 4)
*3-d. Elgin Distillery
This is a one-day craft distillery festival to be held on Saturday, March 3, 2018 from 9:00 A.M. to 4:00 P.M. at Sunland Village, 4601 East Dolphin Avenue. (District 2) *3-e. Village of Elgin Winery
This is a one-day wine festival event to be held on Saturday, March 3, 2018 from 9:00 A.M. to 4:00 P.M. at Sunland Village, 4601 East Dolphin Avenue. (District 2)

4. Take action on the following off-track betting license application:
*4-a. Turf Paradise, TP Racing LLLP
New Off-Track Betting License for Turf Paradise, TP Racing LLLP to telecast at Moose & Bear, located at 118 East McKellips Road, Suite 103, TB Concepts LLC. Applicant:

Vincent Acri Francia. (District 1)
5 Take action on the following contracts:
*5-a. Deparis a requested by the uman rastes Department rical for Citywide This contract provides annual physicals for the City's executive staff as a means of maintaining optimum health. There are approximately 65-70 positions eligible to participate in this program.

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

Regular Council Meeting
February 5, 2018

Page 3 ends

*5-b. One-Year Renewal to the Term Contract for Deceased Animal Collection Services for the Community Services Department. (Citywide)
This contract provides a vendor to collect and dispose of deceased animals up to 150 pounds that are reported within the City. The contractor is responsible for the proper disposal by cremation or other means in accordance with the standards and methods approved by the Maricopa County Health Department.
$54,000, based on estimated usage.
*5-c. Purchase of One Replacement Fire Apparatus, an Air Light/Rehab Unit, for the Fire and Medical Department (Sole Source). (Citywide)
The apparatus being replaced has met established replacement criteria and will be sold by a sealed bid process or traded-in as part of the City's fire apparatus purchase agreement with Pierce Manufacturing. In addition, Fire and Medical will trade-in two units to further offset the price for the Air/Light Rehab unit.

The Fire and Medical Department and Purchasing recommend authorizing the purchase using the City's five-year purchase agreement with Pierce Manufacturing Inc., through their designated local dealer, Hughes Fire Equipment Inc., at $502,264.75. This purchase is funded by the Capital-General Fund and authorized 2013 Public Safety *5-d. Three-Year Term Contract for Landscape Maintenance Services for Parks, Retention Basins and Sports Fields - Zones 1, 2, 3 and 4 for the Parks, Recreation and Community Facilities Department (PRCF). (Citywide)
These contracts provide landscape maintenance services for sports fields, parkways, medians, parks, retention basins or grounds adjacent to City facilities. The City has divided the landscaping into geographic areas known as Zones 1, 2, 3 and 4. PRCF has done an analysis to bring the work under this contract in-house and, at this time, contracting continues to be in the best financial interest of the City.

The evaluation committee recommends awarding the contract to the highest-scored proposal from Mariposa Landscape Arizona, Inc.; Zone 1, at $1,435,319.57 annually; Zone 2, at $959,183.45 annually; Zone 3, at $974,364.20 annually; and Zone 4, at $1,221,738.22 annually; based on estimated usage.
*5-e. Three-Year Term Contract for Plumbing Services for the Parks, Recreation and Community Facilities Department. (Citywide)
This contract will establish a list of pre-qualified plumbing contractors to perform plumbing services on various City facilities/projects on an as-needed basis.

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

Regular Council Meeting
ebruary 5, 201
age•
*5-f. Purchase of Furniture for the Main Library as requested by the Library Services Department. (Citywide)
This purchase will provide seating and tables for two new rooms at the Main Library, Teen Room and ThinkSpot. The Library worked with several vendors utilizing cooperative contracts specifying their needs and goals with this project.

The Library Services Department and Purchasing recommend authorizing the purchase using the Northern Arizona University cooperative contract with Atmosphere Commercial *5-g. Five-Year Term Contract with CDW Government, LLC and SHI International Corp. for Information Technology Solutions and Services for Various Departments throughout the City. (Citywide)
This contract will provide the City and participating agencies a full range of information technology solution products and services to meet varying requirements of governmental agencies. The scope of products and services available under these contracts include standard business and high-end workstations; laptop and notebook computers; network equipment; computer and network products and peripherals; monitors; various cloud, consulting, and technical support services; financing; various software products; and the contractors' comprehensive product offering.

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

A committee representing the Police, and Information Technology Departments, City Manager's Office, Police-Information Technology, National IPA and Purchasing evaluated responses. The evaluation committee recommends awarding the contract to the highest-scored proposals from CDW Government, LLC and SHI Interational Corp., at $3, 100,000 annually, based on estimated usage.
*5-h. One-Year Term Contract for Electrical and Lighting Supplies for the Materials and Supply Warehouse (for Citywide Departments). (Citywide) Multiple departments use this • Citywide contract for their miscellaneous electrical equipment and supplies.

The Business Services Department and Purchasing recommend authorizing the purchase using the State of Arizona cooperative contract with Border States Industries, Inc., at $100,000, based on estimated usage.
*5-i. Re-Award the Three-Year Term Contract for Microfilm Conversion Services for the Police Department. (Citywide)
This contract will provide services to convert Police Department data from microfilm to digital media. Police, Records Division use microfilm that is becoming worn and damaged. The previous vendor is unable to satisfactorily fulfill the contract requirements.

Regular Council Meeting
ebruary 5, 201
ade 5
The Police Department and Purchasing recommend re-awarding the contract to the second highest scored proposal, ICM Conversions, at $400,000 annually, based on estimated usage.
*5-j. Purchase of Falcon District Brand Signage as requested by the Economic Development Department. (Citywide)
Continuing to build awareness and to promote the Falcon Field Economic Activity Area, this purchase for the Falcon District signage includes the installation of two branded monument signs to be located on Greenfield and Higley Roads, south of the 202.

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

The Economic Development Department and Purchasing recommend authorizing the purchase using the City of Peoria cooperative contract with YESCO Phoenix, at $146,670.49. This purchase is funded by Local Streets Sales Tax. *5-k. Purchase of Three Replacement Rollback Trailers for the Transportation Department. (Citywide)
These trailers will replace three aging equipment trailers that are at the end of their service life. The trailers will meet the needs and safety requirements for transporting the large equipment required to perform street and right-of-way maintenance.

The Transportation Department and Purchasing recommend authorizing the purchase using the National Joint Powers Alliance contract with Empire Southwest (a Mesa business), at $176,764.77. This purchase is funded by Local Streets Sales Tax. *5-l. One-Year Renewal to the Term Contract for Radio-Based Endpoint Encoders (for Water Meter Reading) for the Water Resources Department. (Citywide) This contract provides tron radio-based endpoint encoders and accessories purchased directly from Itron, Inc., the manufacturer. The endpoint stores 40 days of hourly reads to ensure data integrity and offers advanced customer side leak detection and reverse flow and tamper alarms. Water Utility installs approximately 540 radio-based endpoint encoders on new and existing meters annually.

The Water Resources Department and Purchasing recommend authorizing the renewal with Itron, Inc., at $100,000, based on estimated usage. *5-m. Purchase of Water Treatment Plant Shop Tools and Equipment for the New Signal Butte Water Treatment Plant as requested by the Water Resources Department. (Citywide) This purchase is for tools and equipment needed for the start-up and maintenance in the various shops at the new Signal Butte Water Treatment Plant.

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

Regular Council Meeting
February 5, 2018

Page 6 ends

*5-п. One-Year Renewal to the Term Contract for Fire Hydrant Water Meters for the Water Resources Department. (Citywide)
This contract provides 3" fire hydrant water meters to accurately measure construction water use of fire hydrants. The meters are installed by Water Utility staff to serve contractors and other customers needing to connect to City fire hydrants for temporary construction water service and dust control purposes.

The Water Resources Department and Purchasing recommend authorizing the renewal with Badger Meter Inc., dba National Meter Automation, at $35,000, based on estimated usage.
*5-0. Greenfield Water Reclamation Plant (GWRP), Phase III Expansion Guaranteed Maximum Price (GMP) No. 2. (Citywide)
The City of Mesa, Town of Gilbert, and Town of Queen Creek seek to provide an additional 14 million gallons per day annual average day flow of liquids and solids treatment capacity at the existing GWRP, complete with the required infrastructure, technology, and environmental features to ensure a reliable, efficient, and expanded plant to meet the current and future demands.

Staff recommends awarding the contract for the completion of this project to McCarthy Building Companies in the amount of $120,302,333 and authorize a change order allowance $6,015,117 (5%) for a total project amount of $126,317,450. This project is funded by the Greenfield Water Reclamation Plant Joint Venture Fund, with contributions coming from its members based on usage. Mesa's portion of this GMP is $72,229,521 and is funded by 2014 authorized Wastewater Bonds. *5-p. Sewer Pipe and Manhole Rehabilitation: Mesa Drive, Millet Avenue, Horne, and 6th Avenue. (District 4)
The existing sanitary sewer lines covered by this project were built during the 1950's and 1960's. The age of these pipes greatly increases their risk of failure and emergency repairs. This method of construction can be completed while leaving the pipe in place and without excavation. Similarly, the sewer manholes will be cleaned, repaired, and coated in place. Only the concrete adjustment rings will be removed and replaced.

Staff recommends awarding the contract for this project to the lowest, responsible Program.
*5-9. Sidewalks at Railroad Crossing on Alma School. (Districts 3 and 4) To continue to meet current railroad approach and clearance standards at the Alma School Road railroad crossing, additional safety improvements will need to be made.

The project improvements for roadway and sidewalk approach at this location will acilitate greater public safety and needed clearances from railroad signals along with smoother roadway crossing of the Union Pacific Railroad track. Mesa will participate i the federally-funded Railway-Highway Grade Crossing Program, and will be responsible Regular Council Meeting
February 5, 2018

Page 7 ends

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

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

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

6. Take action on the following resolutions:
*6-a. Approving and authorizing the City Manager to submit the Second Substantial Amendment to the Fiscal Year 2017/2018 Annual Action Plan to the U.S. Department of Housing and Urban Development related to the allocation of funding obtained under the Community Development Block Grant (CDBG) program. This Amendment will allow for reallocation of $600,000 in CDBG funds from the Senior Center Renovation Project (247 North Macdonald) to the Eagles Park Project (828 East Broadway Road). (District 4) - Resolution No. 11088.
*6-b. Approving and authorizing the City Manager to enter into a Grant Agreement with the Arizona Department of Public Safety to accept $1,335,284 in Victims of Crime Act (VOCA) grant funds. The finding will be used for salaries and expenses for the Mesa Prosecutors Office, Victim Services Unit for a three-year period. (Citywide) - Resolution No. 11089.
*6-c. Approving and authorizing the City Manager to enter into a Lease Agreement with New Cingular Wireless PCS for a cellular site on a portion of 5950 East Virginia Street, also known as Mesa Fire Station 214. (District 5) - Resolution No. 11090. *6-d. Approving and authorizing the City Manager to enter into a Development Agreement for City-Share Reimbursement with PPGN-Ray, LLLP, for the reimbursement of $100,568 for regional street and street lighting improvements that are being required by the City in conjunction with a proposed residential development known as Crismon Road at PPGN, located at 5461 South Ellsworth Road. (District 6) - Resolution No. 11091. *6-e. Approving and authorizing the City Manager to enter into an Intergovernmental Agreement with the Maricopa County, Department of Transportation for the pavement rehabilitation of Adobe Road from Higley Road to Recker Road. The City will contribute an estimated $54,417 for the portion of the project that is within City boundaries that will be funded from the 2013 Streets Bond Program. (District 5) - Resolution No. 11092. *6-f. Approving and authorizing the City Manager to enter into First Amendments to the Development Agreement, Ground and Air Lease, and License Agreement with 3W Management, LLC, to facilitate the development of, and job creation and retention at, the City-owned property generally located at the southwest corner of Main Street and South Pomeroy and 34 South Pomeroy, which is the development commonly known as The GRID. (District 4) - Resolution No. 11093.

Regular Council Meeting
February 5, 2018

Page 8 ends

1. Introduction of the following ordinance and setting February 26, 2018 as the date of the public hearing on this ordinance:
*7-a. ZON17-00323 (District 5) The 8800 to 8900 blocks of East Main Street (south side).

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

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

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

8. Discuss, receive public comment, and take action on the following ordinances:
*8-a. ZON17-00309 (District 2) The 5200 block of East Inverness Avenue (south side).

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

Staff Recommendation: Approval with conditions
P&Z Board Recommendation: Approval with conditions (Vote: 7-0) *8-b. ZON17-00283 (District 6) The 7100 to 7300 blocks of East Ray Road (north side).

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

Staff Recommendation: Approval with conditions
P&Z Board Recommendation: Approval with conditions (Vote: 7-0) *8-c. ZON17-00432 (District 3) The 800 and 900 blocks of West Southern Avenue (south side), the 1200 and 1300 blocks of South Extension Road (west side), and the 800 and 900 blocks of West Grove Avenue (north side). Located at the southwest corner of Southern Avenue and Extension Road (19.3 ‡ acres). PAD Amendment; Site Plan Modification. This request will allow the development of a new multiple-residence building in an existing multiple-residence complex. Reese Anderson, Pew and Lake, PLC, applicant; Edward B. Frankel, Trustee of the Frankel Family Trust, owner. - Ordinance No. 5421.

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

9. Take action on the following subdivision plat:
*9-a. "Allred Ranch" (District 2) The 2900 to 3100 blocks of East Southern Avenue (north side), and the 900 to 1200 blocks of South Los Alamos (west side). Located east of Regular Council Meeting
February 5, 2018

Page 9 ends

Lindsay Road on the north side of Southern Avenue. 108 RSL-4.5 PAD lots (25t acres).

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

Items not on the Consent Agenda

10. Items from citizens present.

There were no items from citizens present.

11. Adiournment.

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

SPORAT Demith
ATTEST: SEAL
Delan hickelen

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

We lun Nickelser

EE ANN MICKELSEN, CITY CLER
js
mesa az

AGREEMENT PURSUANT TO SOLICITATION
CITY OF MESA AGREEMENT NUMBER 2018011

INFORMATION TECHNOLOGY SOLUTIONS & SERVICES
CITY OF MESA, Arizona ("City").
epartment Name City of Mesa - Purchasing Division
ailing Address P.O. Box 1466
Mesa, AZ 85211-1466
Delivery Address 20 East Main St, Suite 400
Mesa, AZ 85201
Attention Sharon Brause, CPPO, СРРВ, СРСР
Senior Procurement Officer
E-Mail Sharon. [email protected]
Phone (480) 644-2815
Fax (480) 644-2655
AND
CDW GOVERNMENT LLC, ("Contractor")
Mailing Address 230 N. Milwaukee Ave
Vernon Hills, IL 60061-9740
Remit Address 75 Remittance Dr, Suite #1515
Chicago, IL 60675-1515
Jumana Dihu, Program Manager
[email protected]
(312) 547-2495
(312) 705-9437
/ Website www.cdwg.com

Page 1 of 32 ends

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

RECITALS
A. The City issued solicitation number 2018011 ("Solicitation" for INFORMATION TECHNOLOGY SOLUTIONS & SERVICES, to which Contractor provided a response ("Response"); and B. The City Selected Contractor's Response as being in the best interest of the City and wishes to engage Contractor in providing the services/materials described in the Solicitation and Response.

Consideration, orch the Parties aromotedge the receipt and suitency of, tot Pavils agran to bod following Terms & Conditions.

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

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

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

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

1.3 2. The Contractor will provide the necessary staff, services and associated incurred by Contractor that are incident to the performance of the Scope of Work unless otherwise

Page 2 of 32 ends

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

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

3. Orders. Orders must be placed with the Contractor by either a: (i) Purchase Order when for a one- time purchase; (II) procurement card; (ill) Delivery Order or Blanket Purchase Order for a requirements contract where multiple as-needed orders will be placed with the Contractor; (iv) Executed Statement of Work (SOW); or (v) Executed Cloud Service Order (CSO) Form. The City greement. Unless explicitly stated in a separate writing executed by the Parties, the terms an onditions on any order form, quote, or similar document provided by Contractor to the City will no take precedence over the language set forth in this Agreement or any of the documents outlined in Section 4 below.

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

1. Mesa Standard Terms & Conditions (Exhibit C)

2. Pricing (Exhibit B)

3. Scope of Work (Exhibit A)

4. Other Exhibits not listed above
d. Solicitation including any addenda
e. Contractor's Response
Payment. Subject to the provisions of the Agreement, the City will pay Contractor the sums) described in Exhibit B ("Pricing") in consideration of Contractor's performance of the Scope of Work during the Term.

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

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

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

Page 3 of 32 ends

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

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

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

6.2 Price Adjustment. Any requests for reasonable price adjustments must be submitted in accordance with this Section. Requests for adjustment in cost of labor and/or materials must be supported by appropriate documentation. There is no guarantee the City will accept a price adjustment; therefore, Contractor should be prepared for the Pricing to be firm over the Term of the Agreement. The City is only willing to entertain price adjustments based on an increase to Contractor's actual expenses or other reasonable adjustment in providing the services/materials under the Agreement. If the City agrees to the adjusted During the sixty (60) day period prior to the expiration of the then-current term date of the Agreement, the Contractor may submit a written request to the City to allow an increase to the prices in an amount not to exceed the twelve (12) month change in the Consumer Price Index for All Urban Consumers (CPI-U), US City Average, All Items, Not Seasonally Adjusted as published by the U.S. Department of Labor, Bureau of Labor Statistics (http://www.bls.gov/cpi/home.htm). The City shall review the request for adjustment and respond in writing; such response and approval shall not be unreasonably withheld

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

6.4 Invoices. Payment will be made to Contractor following the City's receipt of a properly completed invoice. Any issues regarding billing or invoicing must be directed to the City Department/Division requesting the service or material from the Contractor. A properly completed invoice should contain, at a minimum, all of the following:
a. Contractor name, address, and contact information;
b. City billing information;
C. City contract number as listed on the first page of the Agreement; d. Invoice number and date:
e. Payment terms;
f. Date of service or delivery;
Description of materials or services provided;
If materials provided, the quantity delivered and pricing of each unit; i. Applicable taxes; and
j.

6.5 Payment of Funds. Contractor acknowledges the City may, at its option and where available use a Procurement Card/e-Payables to make payment for orders under the greement; otherwise, payment will be through a traditional method of a check lectronic Funds Transfer (EFT) as availabl

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6.6 7. Insurance.

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

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

7.3 The City does not warrant the minimum limits contained herein are sufficient to protect Contractor and subcontractors) from liabilities that might arise out of performance under the Agreement by Contractor, its agents, representatives, employees, or subcontractors) Contractor is encouraged to purchase additional insurance as Contractor determines ma' be necessary.

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

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

7.6 When the City requires a Certificate of Insurance to be furnished, Contractor's insurance

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

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

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

7.9.1 Worker's compensation insurance in accordance with the provisions of Arizona law. If Contractor operates with no employees, Contractor must provide the City

Page 5 of 32 ends

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

7.9.2 The Contractor shall maintain at all times during the term of this contract, a minimum amount of $1 million per occurrence/$2 million aggregate Commercial

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

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

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

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

Contractor has no obligations, legal or otherwise, inconsistent with the terms of the Agreement or with Contractor's undertaking of the relationship with the City; b. Performance of the services called for by the Agreement do not and will not violate any applicable law, rule, regulation, or any proprietary or other right of any third party; C. Contractor will not use in the performance of Contractor's responsibilities under the Agreement any proprietary information or trade secret of a former employer of its employees (other than City, if applicable); and
Contractor has not entered into and will not enter into any agreement, whether oral or written, in conflict with the Agreement.

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

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

Page 6 of 32 ends

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

13. Incorporation of Recitals and Exhibits. All Recitals and Exhibits to the Agreement are hereby incorporated by reference into the Agreement as if written out and included herein. In the event of any inconsistency between the terms of the body of the Agreement and the Exhibits, the language of the Agreement will control
Exhibits to this Agreement are the following:
(A) Scope of Work / Technical Specifications
(B) Pricing
(C) Mesa Standard Terms and Conditions

14. Attorneys' Fees. The prevailing Party in any litigation arising out of the Agreement will be entitled to the recovery of its reasonable attomey's fees, court costs, and other litigation related costs and fees from the other Party.

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

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

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

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

CITY OF MESA, ARIZONA CDW GOVERNMENT LLC
Digitally signed by
Edward Queens
Location: City of Mesa By Chist V. Lake
Business Services
Date: 2018.03.02
13:18:03-07:00' Christina V. Rother
Printed Name Printed Name
President
Title Title
March 1, 2018
Date Date
REVIEWED BY:

Storause
By:

Page 7 of 32 ends

EXHIBIT A

SCOPE OF WORK
MINIMUM REQUIREMENTS. Contractor must meet the following minimum qualifications:
a.
b.
c.
on a nationwide basis.

Mality to provide a ol re elephone and stale of the art electronic facsimile and interme e.

Belie for bil the minimum requirements of the cooperative purchasing program detailed f.
herein.

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

Online
Telephone
Fax
d. Email

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

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

Standard Business Workstation: These will be used for typical tasks, which will include database management, business graphics
staristical analysis, internet, and there, databai manages. Producil ladies operating system license, software media and documentation in the hardware shipment.

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

Product wil include the operating system license, software media and documentation in Laptop Computer or Notebook: These will be used by traveling or remote access users for typical office automation and business productivity use. With a port replicator or docking station, it may also be used as a standard desktop. Product will include the operating svstem license, software media and documentation in the hardware shipment e. Network Equipment: This includes equipment primarily used for communications over an This includes layer 2 and layer 3 switches, routers, area wireless access points, point-to-point wireless access, optics, media interfaces (i.e. serial, T1, T3, OC3 and fiber channel. Class of equipment should include home office, small and mediun busies endors, HIP, Come tors works, Enter abys of ired, crick, Nester, ael., Brocade Communications Systems.

Page 8 of 32 ends

EXHIBIT A

SCOPE OF WORK
f. Monitors: These will include plug and play compatible monitors that are manufactured for he above systems and/or any other brand that may be specifically called for by the orderin! entity and which meet the most current UL and OSHA requirement:
g. Computer and Network Products and Peripherals: Complete availability of major nanufacturers Product lines on items such as, but not limited to RAM, graphic accelerato sards, cales, bitteries cards, cables, printers, scanners, keyboards, drives, memor Services:

Services means such as, consulting, technical support, trade-ins, repair, design, analysis, configuration, implementation, installation, training, and maintenance, etc. In addition, services which are related to the design, use or operation of the Products being purchased such as system configurations, testing, hardware/software installation, upgrades, imaging, etc. as described generally in this Agreement and as more particularly described in a Statement of Work or SOW (meaning a document in electronic or written form that is signed and delivered by each of the Parties for the performance of Services.
il. Cloud Computing means third party cloud computing and storage services, where Contractor acts as a rebiller only and has no control over the delivery of the cloud computing and storage services. City acknowledges that the cloud service provider, and not Contractor, will be responsible for performance of the Cloud Services. Also, before Contractor can sell cloud computing and/or storage services from a third party to the City, City must execute an agreement governing said cloud computing and/or storage services with the third-party cloud services provider. i. Comprehensive Product Offering: Contractor's catalog and Services set forth in Exhibit B shall be available. The City reserves the right to accept or reject any or all items offered. j- Financing: Options available such as lease programs and conditional sales contracts.

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

DEFECTIVE PRODUCT. All defective Products shall be replaced and exchanged by the Contractor. The cost of transportation, re-shipping or other like expenses shall be paid by the Contractor and in the case of certain, special orders, other reasonable charges may be paid by the

Page 9 of 32 ends

EXHIBIT B

PRICING
Item
# Product Product / Group Discount Manufacturer Name
1) Desktops 2.10% All
2) Notebooks 2.10% All
3) Tablets 2.25% All
1) Group 1 - Systems 4) Servers 4.00% | All
(1 Processor, 2 Processor, 4+
Processor, Blade, Tower, Unix,
Handhelds, etc.)
5) Keyboards 6.75% All
6) Mice 6.75% All
7) Imaging Scanners 3.00% All
8) POS Scanners 3.00% All
9) Pointing Devices 3.50% All
Group 2 - Input Devices 10) Bar Code Readers 4.25% All
11) Audio Input 15.00% All
12) Input Adapters 5.00% All
13) PC and Network Cameras 5.50% All
14) Input Cables 15.00% All
15) Input Accessories 6.75% All
16) Displays 3.50% All
17) Printers 3.00% All
18) Inkjet Printers 3.00% All
19) Inkjet Photo Printers 3.00% All
20) Laser Printers 3.00% All
21) Label Printers 4.25% All
22) Dot Matrix Printers 3.00% All
23) Multi-Function Printers 3.00% All
3) Group 3 - Output Devices 24) Wide Format Printers 3.00% All 25) Multi-Function Inkjet Printers 3.00% All
26) Wide Format Printers 3.00% All
27) Fax Machine Printers 3.00% All
28) Printer Accessories 3.00% All
29) Projectors 3.50% All
30) Projector Accessories 3.50% All
31) Audio Input 15.00% All
32) Video Cards 3.50% All

Page 10 of 32 ends

EXHIBIT B

PRICING
33) Sound Cards 3.50% All
34) Output Accessories 6.75% All
35) Printer Consumables 3.00% AlI
36) Desktop 13.00% All
37) Flash 5.50% All
38) Networking 13.00% All
4) Group 4 - Memory 13.00% All
39) Notebook
40) Printer / Fax 13.00% All
41) Server 13.00% All
42) Adapters Fiber Channel 550% All
43) Adapters FireWire / USB 5.50% All
44) Adapters IDE/ATA/SATA 5.50% All
45) Adapters RAID 5.50% All
46) Adapters SCSI 5.50% All
47) Bridges & Routers 5.50% All
48) Disk Arrays 5.50% All
49) Disk Arrays JBOD 5.50% All
50) Drives Magneto-Optical 5.50% All
51) Drives Removable Disks 5.50% All
52) Fiber Channel Switches 5.50% All
53) Hard Disks - External 5.50% All
54) Hard Disks - Fiber Channel 5.50% All
55) Hard Disks - IDE/ATA/S 5.50% All
5) Group 5 - Storage Devices 56) Hard Disks - Notebook 5.50% All 57) Hard Disks - SCSI 5.50% All
58) Networking Accessories 5.50% All
59) Optical Drives - CD-ROM 5.50% All
60) Optical Drives - CD-RW 5.50% All
61) Optical Drives - DVD-CD 5.50% All
62) Optical Drives - DVD-RW 5.50% Al
63) Storage Accessories 5.00% All
64) Storage - NAS 5.00% All
65) Storage - SAN 5.00% All
66) Tape Autoloaders -AIT 5.00% All
67) Tape Autoloaders - DAT 5.00% All
68) Tape Autoloaders - DLT 5.00% AlI
69) Tape Autoloaders - LTO 5.00% All
70) Tape Drives - 4mm 5.00% All

Page 11 of 32 ends

EXHIBIT B

PRICING
71) Tape Drives - 8mm/VXA 5.00% All
72) Tape Drives - AIT 5.00% All
73) Tape Drives - DAT 5.00% All
74) Tape Drives - DLT 5.00% All
75) Tape Drives - LTO/Ultrium 5.00% All
76) Tape Drives SDLT 5.00% All
77) Tape Drives - Travan 5.00% All
78) 10/100 Hubs & Switches 5.50% All
79) Bridges & Routers 5.50% All
80) Gigabit Hubs & Switches 5.50% All
81) Concentrators & Multiplexers 5.50% All
82) Hardware Firewalls 5.50% All
83) Intrusion Detection 5.50% All
84) KVM 4.00% All
85) Modems 5.50% All
Group 6 - Network 5.50% All
6) 86) Network Test Equipment
Equipment
87) Network Adapters 5.50% All
88) Network Cables 15.00% All
89) Network Accessories 5.50% All
90) Repeaters & Transceivers 5.50% All
91) Wireless LAN Accessories 5.50% All
92) Token Authentication 5.50% All
93) 10G Fiber Optic Transceivers 5.50% All
94) 1G Fiber Optic Transceivers 5.50% All
95) Licensing Packages 4.00% All
(e.g. Microsoft)
96) Licensing Backup 4.00% All
97) Licensing Barcode/OC 4.00% All
98) Licensing Business Application 4.00% All
99) Licensing CAD/CAM 4.00% All
100) Licensing - Cloning 4.00% All
7) Group 7 - Software 101) Licensing - Computer Services 4.00% AlI 102) Licensee - Database 4.00% All
103) Licensing - Development 4.00% All
104) Licensing - Entertainment 4.00% All
105) Licensing - Financial 4.00% All
106) Licensing - Flow Chart 4.00% All
107) Licensing - Graphic Design 4.00% All
108) Licensing - Handheld 4.00% All

Page 12 of 32 ends

EXHIBIT B

PRICING
109) Licensing - Network OS 4.00% All
110) Licensing - OS 4.00% All
111) Licensing - Personal Organization 4.00% All
112) Licensing - Presentation 4.00% All
113) Licensing - Reference 4.00% All
114) Licensing - Report Analysis 4.00% All
115) Licensing - Spreadsheet 4.00% All
116) Licensing - Utilities 4.00% All
117) Licensing - Warranties 4.00% All
118) Licensing - Web Development 4.00% All
119) Licensing - Word Processing 4.00% All
120) Software - Backup 4.00% All
121) Software - Barcode / OCR 4.00% All
122) Software - Business Application 4.00% All
123) Software - CAD/CAM 4.00% All
124) Software - Cloning 4.00% All
125) Software - Computer Services 4.00% All
126) Software - Database 4.00% All
127) Software - Development 4.00% All
128) Software - Entertainment 4.00% All
129) Software - Financial 4.00% All
130) Software - Flow Chart 4.00% All
131) Software - Graphic Design 4.00% All
132) Software - Handheld 4.00% All
133) Software - OS 4.00% All
134) Software - Personal Organization 4.00% All
135) Software - Presentation 4.00% All
136) Software - Reference 4.00% All
137) Software - Report Analysis 4.00% AlI
138) Software - Spreadsheet 4.00% All
139) Software - Utilities 4.00% All
140) Software - Warranties 4.00% AlI
141) Software - Web Development 4.00% All
142) Software - Word Processing 4.00% All
143) Media - 4mm tape 5.50% All
144) Media - AIT tape 5.50% All
8) Group 8 - Media Supplies 5.50% All
145) Media - DAT tape
146) Media - DLT tape 5.50% All

Page 13 of 32 ends

EXHIBIT B

PRICING
147) Media LTO / Ultrium tape drive 5.50% All
148) Media - Magneto - Optical 5.50%| All
149) Media - Optical 5.50% AlI
150) Media - SLR tape 5.50% All
151) Media - Travan tape 5.50% All
152) Media - VXA tape 5.50% All
153) Media - zip 5.50% All
154) IP phones 4.25% All
155) Video conferencing products 4.25% All
156) Voice gateways / servers 4.25% All
Group 9 - Collaboration & 4.25% AlI
IP Telephony 157) Headsets
158) Audio conferencing products 4.25% All
159) Analog phones 4.25% All
160) Accessories 4.25% All
161) Advanced Integration 3.00% All
162) Asset Disposal 3.00% All
163) Asset Management 3.00% All
164) Cables 15.00% All
165) Cables - custom 15.00% All
166) Cables - printer 15.00% All
167) Complex warranties 3.00% All
168) Desktop Accessories 6.75% All
169) Display Accessories 3.50% All
170) Electronic Services 3.00% All
171) Handheld Accessories 6.75% All

6.75% All
172) Imaging Accessories
10) Group 10 - Other
173) Imaging - Camcorders 3.50% All
174) Imaging - Digital Cameras 3.50% All
175) Internal Lab Service 3.00% All
176) Lab fees 3.00% All
177) Managed Services 3.00% AlI
178) Miscellaneous solutions 3.00% All
179) Mounting hardware for vehicles 2.50% All
180) Networking Warranties 3.50% All
181) Notebook Accessories 2.50% All
182) Notebook Batteries 5.00% All
183) PC Lab order services 3.00% All
184) POS Accessories 4.25% AlI

Page 14 of 32 ends

EXHIBIT B

PRICING
185) POS Displays 4.25% All
186) Power Accessories 5.00% All
187) Power Surge Protection 5.00% All
188) Power UPS 5.00% All
189) Server Accessories 4.00% All
190) Service Charge 2.00% All
191) System Components 13.00% All
192) Training Courses 3.00% All
193) Training Reference Manuals 3.00% All
194) Warranties - Electronic 3.00% All
195) iPAD / Tablet Stylus 6.75% All
196) Mouse / Wrist Pads 6.75% All
197) Security Locks and Hardware 6.75% All
198) Tools 6.75% All
199) Document Scanner Accessories 3.00% All
200) Flatbed Scanners 3.00% All
201) Mobile Scanners 3.00% All
202) Network Scanners 3.00% All
203) Sheet fed Scanners 3.00% All
204) Wide Format Scanners 3.00% All
205) Workgroup / Department 3.00% All
Scanner
206) Build to Order Desktops 2.10% All
207) Nettop 3.00% All
208) Point of Sale 4.25% All
209) Ultra Small Form Factor 2.10% All
210) Apple / Mac Memory Upgrades 13.00% All
211) Chips / SIMMs/SIPPs / ROMs 13.00% All
212) Computer Cases 13.00% All
213) CPUs / Fans 13.00% All
214) Memory Accessories 13.00% All
215) Motherboards / Chassis 13.00% All
216) 1-2 port Serial Boards 13.00% All
217) 3+ port Serial Boards 13.00% All
218) Console Server 4.00% All
219) Device Server 4.00% All
220) Terminal Server 4.00% All
221) Content Management 4.00% All
222) Firewall / VPN Appliances 5.50% AII

Page 15 of 32 ends

EXHIBIT B

PRICING
223) Multifunction Security 5.50% All
Appliances
224) Network Camera Accessories 5.50% All
225) Network Cameras 5.50% All
226) Physical/Environmental Security 5.50% All
227) Security Appliance Accessories 5.50% All
228) Security Tokens 5.50% All
229) Unified Threat Management 5.50% All
230) 2-way Radios / Walkie Talkies 6.75% All
231) Apple Notebooks 2.50% All
232) Convertible PCs / Slate PCs / 2.25% All
iPAD
233) iPAD 2.25% All
234) Slate Tablet Computers 2.25% All
235) GPS / PDA 6.75% All
236) Wireless Communication Devices 2.50% All
237) Batteries 5.00% All
238) Power Supplies / Adapters 5.00% All
239) Rackmountain Equipment 5.00% All
240) Remote Power Management 5.00% All
241) Surge Suppressors 5.00% All
242) UPS / Battery Backup 5.00% All
243) 14" & smaller LCD Display 3.50% All
244) 15-19" LCD Display 3.50% All
245) 15-19" Wide LCD Display 3.50% All
246) 15-19" Wide LED Display 3.50% All
247) 20-30" LCD Display 3.50% All
248) 20-30" Wide LCD Display 3.50% All
249) 20-30" Wide LED Display 3.50% All
250) PColP and Zero Client Displays 3.50% All
251) Arm Mounts 3.50% All
252) Ceiling Mounts 3.50% All
253) Combo Mounts 3.50% All
254) Desktop Stands / Risers 3.50% All
255) Flat Wall Mounts 3.50% All
256) Mount Accessories 3.50% All
257) Pole Display 4.25% AlI
258) Stands / Carts / Feet 3.50% All
259) Tilt Wall Mounts 3.50% All

Page 16 of 32 ends

EXHIBIT B

PRICING
260) C-Cure Products 4.00% All
261) Istar Products 5.50% All

STANDARD DISCOUNT FROM

SERVICE HOURLY

STANDARD RATE
RATE
Design and Analysis
Configuration %
Implementation Please see %
CDW •G's
11) Installation Professional
Group 11 - Services Services
Training offering belon %
or dection-
Professional
Maintenance & Support %
CDW Configuration Services 5%
Please see CDW•G's Configuration
Services Pricelist below for descriptions
Group 12 - Additional and pricing of CDW •G's Configuration 12) Products/Services Not Services.

Identified
Apple Products for eligible 0.50%
Government and Educational Entities
DW•G has conformed to the National Pricing structure aligning to National IPA's product taxonomy, however, CDWoG will manage thi esultant contract according to CDW•G's Product Tree below, which shall govern all purchases and provides more breadth and a mor omplete representation of the CDW•G Catalog. All discounts will be applied by product category listed below to CDW•G's Nationall dvertised Pricing which is publicly verifiable at www.cdwg.com CDW •G Product Tree Discount
Categories
Accessories 6.75%
Power, Cooling & Racks 5.00%
Desktop Computers 3.00%
PC Compatible Desktop Computer 2.10%
PC Compatible Workstation 3.00%
Blade PCs 3.00%
RISC Processor Workstation 3.00%
Thin Clients 3.00%
Web TV Access Unit 3.00%

Page 17 of 32 ends

EXHIBIT B

PRICING
Windows Based Terminals 3.00%
Data Storage / Drives 5.50%
Enterprise Storage 5.00%
Point of Sale/Data Capture 4.25%
Servers & Server Management 4.00%
Services (CDW Delivered) 0.00%
Notebook/Mobile Devices 2.50%
Notebook Computers 2.10%
Notebook Accessories 2.50%
Wireless Communication Devices 2.50%
Convertible PCs/Slate PCs/iPAD 2.25%
Chromebooks 0.00%
Netcomm Products 5.50%
Gigabit Switch 6.00%
Modular Switch Chassis 6.00%
Modular Switches 5.50%
Carts and Furniture 5.00%
Printing & Document Scanning 3.00%
Services (3rd Party Delivered) 0.00%
Warranties-Product Protection 3.50%
Software 4.00%
Collaboration Hardware 4.25%
Memory/System Components 13.00%
Video-Projection-Pro Audio 3.50%
Cables 15.00%
CDW Configuration Services 5.00%
Apple Products for Eligible Entities .50%
CDWoG will work with Manufacturers and the City or Participating Agencies, as applicable, post award to ensure they are aware of and participating in special manufacturer programs.

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

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

Page 18 of 32 ends

EXHIBIT B

PRICING
CDW •G Professional Services Offering
Major Metro Service Areas
Washington, DC Raleigh Madison
New York City Houston Wausau
Metro
Los Angeles Tampa Milwaukee
San Francisco Atlanta Appleton
San Diego National Grand Rapids
Boston Metro Dallas Indianapolis
Chicago Cincinnati Cleveland
Federal Detroit
Philadelphia Minneapolis
Seattle St. Louis/C
Denver
Nashville
Portland
Solution Domain Discipline Technology Domain Role
Data Migration Senior Consulting Engineer
EMC Senior Consulting Engineer
Datacenter Storage IBM Senior Consulting Engineer
VMWare Senior Consulting Engineer
NetApp Senior Consulting Engineer
Associate Consulting Engineer
Consulting Engineer
Datacenter Networking & Enterprise Networking infrastructure 8 Senior Consulting Engineer letworkin
Principal Consulting Engineer
Technical Lead
Associate Consulting Engineer
ient Virtualizati Consulting Engineer
Client Management dpoint Manageme Senior Consulting Engineer Mobility Mobile Device
Management Principal Consulting Engineer
Technical Lead
VDI Citrix Senior Consulting Engineer
Associate Consulting Engineer
Consulting Engineer
Security Network Security Network Security Senior Consulting Engineer Principal Consulting Engineer
Technical Lead

Page 19 of 32 ends

EXHIBIT B

PRICING
Penetration Testing
Security Information Security Information Security Gap Analysis (HIPAA gap, PCI Gap, Associate Consulting Engineer
Consulting Engineer
Voice, Video Senior Consulting Engineer
Collaboration Communication Collaboration
Principal Consulting Engineer
Technical Lead
Associate Consulting Engineer
Consulting Engineer
Collaboration Engagement Contact Center Senior Consulting Engineer Principal Consulting Engineer
Technical Lead
Associate Consulting Engineer
Consulting Engineer
Collaboration Productivity Information Worker Senior Consulting Engineer Principal Consulting Engineer
Technical Lead
CAS _Business_Analyst
CAS_Consulting_ Services_ Architect
Consulting Advisory Services Consulting Advisory CAS_Engagement_Manager Consulting Advisory Services Services
CAS_ Technology._ Architect
CAS_ Business_Architect
Project Admin
Project & Program Project Manager
Project & Program Management Management Senior Project Manager Program Manager
CDW•G Configuration Services
Contract Contract
Service EDC Description Advertised Ceiling
Group Discount
Price Price
Hardware Configurations and Priority Service
Priority 1625768 PRIORITY SERVICE $ 21.99 5% $ 20.89
Hardware 1706188 CDW Hardware Install for Server $ 32.99 5% $ 31.34 Hardware 1706189 CDW Hardware Install for DT-LT $ 17.99 5% $ 17.09 Hardware 1820627 CDW Hardware Install for Netcom $ 22.99 5% $ 21.84 Hardware 3558560 CDW MOBILE DEVICE SIM CARD INSTALL $ 9.99 5% $ 9.49 Hardware 2437037 CDW RACK CONFIG 1 CREDIT $ 82.99 5% $ 78.84 Hardware 3803338 CDW HARDWARE INSTALL FOR PRINTER $ 32.99 5% $ 31.34 Asset Tagging
Asset Tags 322170 CDW ASSET TAGS NO INSTALL MAIL ONLY $ 0.98 5% 0.93 Asset Tags 338519 CDW ASSET TAG W/O INSTALL $ 9.99 5% $ 9.49 Asset Tags 338521 CUSTOMER ASSET TAG CONFIG SERVICE $ 9.99 5% $ 9.49 Asset Tags 500814 CDW CREATE CUSTOM TAG/LABEL $ 29.99 5% $ 28.49 Asset Tags 500815 BASIC CUSTOM TAG $ 9.99 5% $ 9.49
Asset Tags 500817 INTERMEDIATE CUSTOM TAG $ 17.99 5% $ 17.09

Page 20 of 32 ends

EXHIBIT B

PRICING
Asset Tags 500818 ADVANCED CUSTOM TAG $ 22.99 5% 21.84
Asset Tags 537315 CDW CREATED CUSTOM TAG - MAIL ONLY $ 1.22 5% $ 1.16 Asset Tags 955862 CDWG UID TAG/LABEL $ 9.99 5% $ 9.49
Asset Tags 1095109 CDW RFID TAG $ 61.99 5% $ 58.89
Asset Tags 3465262 BASIC CUSTOM TAG W/BOX DUP TAG $ 10.99 5% $ 10.44 Asset Tags 3465269 CUSTOMER ASSET TAG W/BOX DUP REQ6330 $ 10.99 5% $ 10.44 Asset Tags 4347185 CUSTOMER ASSET TAG W BOX DUP REQ6247 $ 12.99 5% $ 12.34 Asset Tags 3465895 INTERMEDIATE CUSTM TAG W-BOX DUP TAG $ 21.99 5% $ 20.89 Asset Tags 3982815 ADV CUSTOM TAG W/BOX DUP $ 24.99 5% $ 23.74 Configuration Service Bundles
Bundle 2342089 CDW HW IMAGE CDW ASSET TAG-REQ1173 $ 45.99 5% $ 43.69 Bundle 2342092 CDW HW IMAGE BASIC CUSTM TAG-REQ1174 $52.99 5% $ 2342096 CDW HW IMAG CUSTMR ASSET TAG-REQ1175 $ 52.99 5% $ 2342098 CDW IMAG CSTMR ASSET TAG PRI-REO1176 $ 46.99 5% $ 2342102 CDW IMAGE CDW ASSET TAG PRI-REQ1177 $ 39.99 5% $ 2342106 CDW HW IMAGE PRIORITY-REQ1178 $ 53.99 5% $
2423730 CDW HW IMAGE CDW ASSET PRI-REQ1193 $ 53.99 5% $ 2423732 CDW HW IMG BSC CSTM TAG PRI-REQ1194 $ 59.99 5% $ 2423734 CDW HW IMAG CUSTMR ASSET PRI-REQ1195 $ 59.99 5% $ 2426793 CDW IMAGE CUSTMER ASSET TAG-REQ1197 $ 39.99 5% $ 2426795 CDW IMAGE CDW ASSET TAG-REQ1198 $ 32.99 5% $
2426798 CDW HARDWARE IMAGE DEPLOY-REQ1199 $ 45.99 5% $
2853723 CDW IMAGE BASIC CUSTOM TAG-REQ1324 $ 39.99 5% $ 2853726 CDW IMAGE BIOS CUSTOMIZATION-REQ1325 $ 39.99 5% $ 3269810 CDW HW IMG INTRM TAG CMPTRAC REQ1901 $ 63.99 5% $ 3327808 CDW LIGHT TOUCH IMAGE DEPLOY W-VPN $42.99 5% $
4008018 LEVEL 1 IOS\ETCH INSERT REQ 5075 $ 39.99 5% $
4008025 LEVEL 1 IOS\ETCH REQ 5076 $ 33.99 5% $
4041681 IOS LVL1 & SRVC CUST INSERT REQ5156 $ 28.99 5% $ 4056755 INT CUST TAG&DUP + DATA CAP CONTRACT $ 21.99 5% $ 4086733 CDW LT IMAGE DEPLOY W/VPN&BOX LABEL $ 44.99 5%
4171085 COI SPECOPS & PROJECTMANGEMENT R5611 $ 569.99 5% $ Diagnostics
Diagnostics 214266 CDW BURN IN 12 HOURS $ 21.99 5% $ 20.89 Imaging
195856 CDW INSTALLING CUSTOM SERVER IMAGE $ 113.99 5% $ 108.29 247489 HILL ROM CREATE CUSTOM RESTORE CD $ 49.99 5% $ 47.49 266912 CDW APPLE IMAGE DEPLOYMENT $ 32.99 5% $ 31.34
283926 CDW MASTER IMAGE CREATION CREDIT $ 183.99 5% $ 174.79 11L11 5% 17.09
379370 CDW INSTALLING CUSTOM PDA IMAGE $ 17.99 $
534223 CDW STANDARD IMAGE DEPLOYMENT DT/NB $ 32.99 5% $ 31.34 763587 FLASH DRIVE IMAGING $ 9.99 5% $ 9.49
763593 CDW USB RESTORE UPTO 16GB $ 39.99 5% $ 37.99
Imaging 809048 CDW MAINTAIN CUSTOM PC IMAGE-CREDIT $ 31.99 5% $ 30.39 Imaging 1640342 CDW INSTALLING ALTIRIS SERVER IMAGE $ 113.99 5% $ 108.29 Imaging 1926223 CDW TERMINAL IMAGE DEPLOYMENT $ 32.99 5% $ 31.34 Imaging 2691836 CDW ZERO TOUCH IMAGE DEPLOYMENT $ 32.99 5% $ 31.34 Imaging 2798606 CDW IMAGE MODEL MIGRATION CREDIT $ 113.99 5% $ 108.29

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EXHIBIT B

PRICING
Imaging 2869570 CDW USB RESTORE UPTO 32GB $ 52.99 5% $ 50.34 3652393 CDW CREATE CUSTOM RECOVERY PARTITION $ 353.99 5% $ 336.29 3765107 SERVER RACKING ADV IMAGING SVC $ 219.99 5% $ 208.99 3982809 CDW USB RESTORE SVC UPTO 64GB $ 63.99 5% $ 60.79 4008336 CHROME WHITE GLOVE SERVICE TIER1 $ 22.93 5% $ 21.78 ШШШШЕ 4008354 CHROME WHITE GLOVE SERVICE TIER2 $ 24.93 5% $ 23.68 4419882 CHROME UNMANAGED KIOSK APP INSTALL $ 28.92 5% $ 27.47 4086723 CDW IMAGE DEPLOY W BOX LABEL REQ6281 $ 33.99 5% $ 32.29 4086738 CDW SCM SRV-ZERO TOUCH W/BOX LABEL $ 33.99 5% $ 32.29 Laser Etching / Color Branding
Laser Etching 1461344 CDW LASER ETCHING-TIER 1 STATIC SML $ 11.00 5% $ 10.45 Laser Etching 2815190 CDW LASER ETCHING-TIER 2 STATIC LRG $ 15.00 5% $ 14.25 Laser Etching 2815191 CDW LASER ETCHING-TIER 3 DYNAMIC $ 22.00 5% $ 20.90 Color Branding 3223260 CDW COLOR BRANDING TEMPLATE $ 5% $ Color Branding 4100630 CDW COLOR BRANDING TIER 1 $ 15.00 5% $ 14.25 Color Branding 3223250 CDW COLOR BRANDING TIER 2 $ 22.00 5% $ 20.90 Color Branding 3436605 CDW COLOR BRANDING TIER 3 $ 30.00 5% $ 28.50 Mobile Carts
Mobile Carts 4466480 CDW CHROMEBOOK WIRE CART CONFIG $ 120.00 5% $ 114.00 Netcom
Netcom 311718 CDW NETWORK & SECURITY DEVICE CONFIG $ 40.00 5% $ 38.00 Netcom 1550455 CDW NETWORK & SEC CHASSIS CONFIG BUN $ 100.00 5% $ 95.00 Netcom 1550460 CDW NETWORK & SEC DEVICE CONFIG BUN $ 65.00 5% $ 61.75 Netcom 2394839 CDW NETWORK & SEC CHASSIS CONFIG $ 70.00 5% $ 66.50 Netcom 2432019 CDW VPN DOMAIN JOIN ONLY $ 8.00 5% $ 7.60 Netcom 3628500 CDW VPN DOMAIN JOIN ONLY-PCA $ 8.00 5% $ 7.60 Netcom 3651585 CDW AP/ENDPOINT PROVISIONING $ 30.00 5% $ 28.50 Netcom 4121801 CDW AP/ENDPOINT FIRMWARE UPDATE $16.00 5% $ 15.20 Netcom 4219966 CDW CLIENT VPN CONFIGURATION $ 12.00 5% $ 11.40 Other
Other 504311 CDW HP ILO ACTIVATION $ 12.00 5% $
Other 872360 CDW SYSTEM BIOS/FIRMWARE UPG $ 16.00 5% $
Other 1197175 CDW CUSTOM IP CONFIGURATION $ 12.00 5% $
Other 1197180 CDW BIOS CUSTOMIZATION $ 5.00 5% $
Other 1369901 CDW SRVC CUSTOM ADDED INSERTS $ 5.00 5% $ Other 1369904 CDW DDS / COMPUTRACE ACTIVATION $ 5.00 5% $ Other 1369905 CDW DATA CAPTURE & TRACKING SRVC $ 5.00 5% $ Other 1713539 CDW SPECIAL CONFIG REQ - 1 CREDIT $ 5.00 5% $ Other 1713542 CDW SPECIAL CONFIG REQ - 6 CREDITS $ 30.00 5% $ Other 1713544 CDW SPECIAL CONFIG REO. - 12 CREDITS $ 60.00 5% $ Other 2366694 CDW APPLE IOS CUSTOMIZATION LVL 1 $ 15.00 5% $ Other 2366709 CDW APPLE IOS CUSTOMIZATION LVL 2 $ 30.00 5% $ Other 2613286 CDW ANDROID CUSTOMIZATION LVL 1 $15.00 5% $ Other 2613287 CDW ANDROID CUSTOMIZATION LVL 2 $ 30.00 5% $ Other 2671476 CDW SCREEN OVERLAY INSTALL SERVICE $ 8.00 5% $ Other 2696504 CDW Hard Drive Data Encryption DT/NB $ 12.00 5% $ Other 2828923 CDW SAS RAID Activation $ 12.00 5%
Other 2858009 CDW KINDLE AD REMOVAL REQ1329 $ 30.00 5%

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EXHIBIT B

PRICING
Other 3553290 CDW APPLE ID CREATION $ 5.00 5% $ 4.75
Other 3899153 CDW VPRO BASIC ACTIVATION REQ4717 $ 5.00 5% $ 4.75 Other 4248044 CDW LENOVO IMM ACTIVATION $ 12.00 5% $ 11.40 Other 4176320 CDW ASSET MGMNT UPDATE SVC REQ 5634 $ 1.25 5% $ 1.19 Software
Software 76056 CDW APPLICATION INSTALL DT/NB $ 36.00 5% $ 34.20 Software 76980 CDW NETWORK OPERATING SYSTEM INSTALL $ 200.00 5% $ 190.00 Software 346243 CDW STD WINDOWS CLIENT OS INSTALL $ 90.00 5% $ 85.50 Software 931000 CDW NETWORK APPLICATION INSTALL $ 100.00 5% $ 95.00 CDW APPLICATION UPDATES AND 5%
Software 1197183 MAINTENANCE $ 22.00 $ 20.90
Software 1278296 CDW OEM MFG OS INSTALLATION $ 90.00 5% $ 85.50 Software 1291101 CDW LINUX INSTALLATION OS-ALL VERS $ 120.00 5% $ 114.00 Software 1550439 SUN SOLARIS INSTALLATION - ALL VERSIONS $ 200.00 5% $ 190.00 Software 1550447 VMWARE INSTALLATION - ALL VERSIONS $ 70.00 5% $ 66.50 Software 3803347 CDW SOFTWARE CONFIG FOR PRINTER $ 24.00 5% $ 22.80 Software 3982800 CDW HDD OS SWAP SVC REQ5012 $ 36.00 5% $ 34.20 Configuration Project Management / COI
Proj. Mgmt 3110955 CDW CONFIG PROJECT COORD HRLY CREDIT $ 75.00 5% 71.25 Proj. Mgmt 4289890 CDW CONFIG PM 150 HRLY CHARGE $ 150.00 5% $ 142.50 Proj. Mgmt 3536706 CDW COI PROJ COORD /OPS COST $ 5,000.00 5% $ 4,750.00 Proj. Mgmt 3543509 CDW CONFIG PROJECT COORD CREDIT/UNIT $ 5.00 5% $ 4.75 Proj. Mgmt 3752290 CDW PROJ MNGMNT CONFIG AP SVC $ 7.00 5% $ 6.65 Proj. Mgmt 4086747 CONFIGS SERVICES PROJ MGMT(PER UNIT) $ 1.00 5% $ 0.95 Proj. Mgmt 4087191 CONFIGS SERVICES PROJ MGMT(PER UNIT) $ 0.50 5% $ 0.48 COI 3268855 CDW CONFIG PROJECT COORD COI SVC $ 300.00 5% $ 285.00 COI 3561536 COI OPS PALLET RECEIVING/PROCESSING $ 480.00 5% $ 456.00 COI 4439488 COI OPS PALLET/MONTH REC/PRO $ 40.00 5% $ 38.00 COI 3659769 CDW COI OPERATIONAL EXPENSE WITH SN $ 10.00 5% $ 9.50 COI 3827583 COI TEMP TAG NO INSTALL E-MAIL $ 10.00 5% $ 9.50

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EXHIBIT C

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

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

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

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

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

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

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

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

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

9. COMPLIANCE WITH APPLICABLE LAWS.
a. General. Contractor must procure all permits and licenses, and pay all charges and fees necessary and incidental to the lawful conduct of business. Contractor must stay tully informed tractor beans of reponesy for rani, sanesy, and proving necesa equipment for all Contractor personnel to achieve throughout the term of the Agreement. Upon request, Contractor will demonstrate to the City's satisfaction any programs, procedures, and other activities used to ensure compliance.
b. Drug-Free Workplace. Contractor is hereby advised that the City has adopted a policy establishing a drug-free workplace for itself and those doing business with the City to ensure the safety and health of all persons working on City contracts and projects. Contractor will require a drug-free workplace for all Contractor personnel working under this Agreement.

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

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EXHIBIT C

MESA STANDARD TERMS AND CONDITIONS
Contractor agrees to prohibit the use of intoxicating substances by all Contractor personnel, and will ensure that Contractor personnel do not use or possess illegal drugs while in the course of performing their duties.

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

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

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EXHIBIT C

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

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

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

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

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

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

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

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

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EXHIBIT C

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

17. REMEDIES. The remedies set forth in this Agreement are not exclusive. Election of one remedy will not preclude the use of other remedies. In the event of default:
a. The non-defaulting party may terminate the Agreement, and the termination will be effective immediately or at such other date as specified by the terminating party. b. The City may purchase the services required under the Agreement from the open market, complete required work itself, or have it completed at the expense of Contractor. If the cost of obtaining substitute services exceeds the contract price, the City may recover the excess cost by: (i) requiring immediate reimbursement to the City; (i) deduction from an unpaid balance due to Contractor; (iii) collection against the proposal and/or performance security, if any; (iv) collection against liquidated damages (if applicable); or (v) a combination of the aforementioned remedies or other remedies as provided by law. Costs includes any and all, fees, and expenses incurred in obtaining substitute services and expended in obtaining reimbursement, including, but not limited to, administrative expenses, attorneys' fees, and costs.

The non-defaulting party will have all other rights granted under this Agreement and all rights at law or in equity that may be available to it.
d. Neither party will be liable for incidental, special, or consequential damages.

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

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

20. TERMINATION FOR CONFLICT OF INTEREST (A.R.S. § 38-511). Pursuant to A.R.S. § 38-511, the City may cancel this Agreement within three (3) years after its execution, without penalty or

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EXHIBIT C

MESA STANDARD TERMS AND CONDITIONS
further obligation, if any person significantly involved in initiating, securing, drafting, or creating the Agreement for the City becomes an employee or agent of Contractor.

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

22. PAYMENT TO CONTRACTOR UPON TERMINATION. Upon termination of this Agreement, Contractor will be entitled only to payment for those services performed up to the date of appraisal of the materials and services provided and received Contractor's properly prepared final

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

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

AFFILIATES HEREUNDER, INCLUDING INDEMNIFICATION OF CITY BY CONTRACTOR,

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

25. WARRANTY. Contractor warrants that the services and materials will conform to the requirements of Exhibit A. Additionally, Contractor warrants that all services will be performed in a good, workman-like and professional manner, as stated below.

Manufacturer's Warranty. The City understands that the Contractor is not the manufacturer of the products purchased by the City hereunder and the only materials (product) warranties offered are those of the manufacturer, not the Contractor or its affiliates unless the manufacturer is the Contractor or its affiliates. THE CONTRACTOR AND ITS AFFILIATES

HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES EITHER EXPRESS OR IMPLIED,

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EXHIBIT C

MESA STANDARD TERMS AND CONDITIONS

RELATED TO PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF

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

WARRANTY OF NONINFRINGEMENT, OR ANY WARRANTY RELATING TO THIRD PARTY SERVICES. THE DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT THE TERMS OF ANY MANUFACTURER'S WARRANTY.
b. Services Warranty. City's sole and exclusive remedy with respect to a warranty on the Services provided by Contractor will be, at the sole option of Contractor, to either: (a) use its reasonable commercial efforts to reperform any services not in substantial compliance with this warranty, or (b) refund amounts paid by City related to the portion of the services not in substantial compliance; provided, in each case, City notifies Contractor in writing within five (5) business days after performance of the applicable Services. City shall be solely responsible for daily back-up and other protection of its data and software against loss, damage or corruption during c. Third Party Services Warranty. In connection with the products (materials), certain services, such as extended warranty service by manufacturers, are sold by the Contractor as a distributor or sales agent ("Third Party Services"). In the case of Third Party Services, the third party will be the party responsible for providing the services to the City and the City will look to the third party for any loss, claims or damages arising from or related to the provision of such Third- Party Services. Any amounts, including, but not limited to, taxes, associated with Third Party Services which may be collected by the Contractor will be collected solely in the capacity as an independent sales agent.

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

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

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

Page 29 of 32 ends

EXHIBIT C

MESA STANDARD TERMS AND CONDITIONS

29. USE OF NAME. Contractor will not use the name of the City of Mesa in any advertising or publicity without obtaining the prior written consent of the City.

30. PROHIBITED ACTS. Pursuant to A.R.S. § 38-504, a current or former public officer or employee sung to lenie angline no with ay ed notal model arman ate discretion. Further, while employed by the City and for two (2) years thereafter, public officers or employees are prohibited from disclosing or using, without appropriate authorization, any confidential information acquired by such personnel in the course of his or her official duties at the City.

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

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

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

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

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

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

37. FORCE MAJEURE. Failure by either party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control, including acts of nature, acts of the public enemy, riots, fire, explosion, legislation, and governmental regulation. The party whose performance is so affected will within five (5) calendar days of the unforeseeable circumstance notify the other party of all pertinent facts and identify the force majeure event. The party whose

Page 30 of 32 ends

EXHIBIT C

MESA STANDARD TERMS AND CONDITIONS
performance is so affected must also take all reasonable steps, promptly and diligently, to prevent such causes if it is feasible to do so, or to minimize or eliminate the effect thereof. The delivery or performance date will be extended for a period equal to the time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of the delay, provided however, under no circumstances will delays caused by a force majeure extend beyond one hundred-twenty (120) calendar days from the scheduled delivery or completion date of a task unless agreed upon by the parties.

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

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

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

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

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

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

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

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

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

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

Page 31 of 32 ends

EXHIBIT C

MESA STANDARD TERMS AND CONDITIONS

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

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

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

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

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

Page 32 of 32 ends

mesa az
Contract Title: INFORMATION TECHNOLOGY SOLUTIONS & SERVICES Contract Number: 2018011
Amendment Number: 1
Description of Change: Amendment to incorporate the below "Federal Certifications" document with the Contract.

Effective Date of Change: 8/7/2018
Acceptance: On behalf of the undersigned Contractor, I have given careful consideration to this Contract Amendmen and hereby agree to the changes) and except that as amended herein, all provisions of the Contract remain in full force CDW GOVERNMENT, LLC.: City of Mesa:

Digitally signed by Edward Quedens
DN: cn=Edward Quedens, a-City of
Mesa, ou=Business Services
Department.

Signature signaturo factual
Date: 2018.09.12 07:32:25-07'00
Adobe Acrobat version:

Christina V. Rother 2018.009.20050
Printed Name City Manager Designee
9-4-18
Date Date
Reviewed by:

He lane
Signature
Matt Bauer
Printed Name
9/12/2018
Date

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

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

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

APPENDIX II TO 2 CFR PART 200
(A) Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civllian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, For stah sanctions and penates as acropor legal remedies in instances where contractors violate or brach contract terms, and provide Pursuant to Federal Rule (A) above, when a Participating Agency expends federal funds, the Participating Agency reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party.

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

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

Does offeror agree to abide by the above? YES CUR Initials of Authorized Representative of offeror (D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141- 3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted
Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non- Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti-Kickback" Act (40 U.S.C. 3145), as

CONTRACT AMENDMENT
supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency.

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

Does offeror agree? YES evR Initials of Authorized Representative of offeror (E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708), Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

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

Does offeror agree? YES Initials of Authorized Representative of offeror (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of "funding agreement" under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any Pursuant to Federal Rule (F) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (F) above.

Does offeror agree? YES Initials of Authorized Representative of offeror (G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended-Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non- Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251 - 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA)
requirements as referenced in Federal Rule (G) above.

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

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

Rev. July 2017

CONTRACT AMENDMENT
Does offeror agree? YES CUR Initials of Authorized Representative of offeror (1) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federai contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award.

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

Does offeror agree? YES Initials of Authorized Representative of offeror

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

Does offeror agree? YES Initials of Authorized Representative of offeror

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

Does offeror agree? YES Initials of Authorized Representative of offeror

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

Does offeror agree? YES Initials of Authorized Representative of offeror CERTIFICATION OF ACCESS TO RECORDS - 2 C.F.R. § 200.336 Offeror agrees that the Inspector General of the Agency or any of their duly authorized representatives shall have access to any books, documents papers and records of offeror that are directly pertinent to offeror's discharge of its obligations under the Contract for the purpose of making audits examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to offeror's personnel for the purpose of interview Rev. July 2017

CONTRACT AMENDMENT
and discussion relating to such documents.

Does offeror agree? YES OuR Initials of Authorized Representative of offeror

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

Does offeror agree? YES CuR Initials of Authorized Representative of offeror feror agrees to comply with all federal, state, and local laws, rules, regulations and ordinances, as applicable. It is furthe knowledged that offeror certifies compliance with all provisions, laws, acts, regulations, etc. as specifically noted above Offeror's Name: _CDW Government, LLC
Address, City, State, and Zip Code: 230 N. Milwaukee Ave, Vernon Hills, IL 60061-9740 Phone Number: 866.339.9816 Fax Number:

Printed Name and Title of Authorized Representative: Christina V. Rother Email Address:[email protected]
Signature of Authorized Representative: _Date: 9-4-18
Rev. July 2017
mesa az CONTRACT AMENDMENT
Contract Title: Information Technology Solutions
Contract Number: 2018011 MA Number: 19000009
Amendment Number: Two (2)
Description of Change: Contract renewal. Term of contract March 1, 2023 through February 28, 2025.

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

CDW Government LLC: City of Mesa:

Digitally signed by Edward
Quedens
-toothers
Signature Signature
Robert F. Kirby, President
Printed Name City Manager Designee
05/25/2022
Date Date
Reviewed by:

Ted Stallings
Ted Stallings, Procurement Officer I
Rev. July 2017

EXHIBIT B

PRICING
Item
# Product Product / Group Discount Manufacturer Name
1) Desktops 2.10% All
2) Notebooks 2.10% All
3) Tablets 2.25% All
Group 1 - Systems 4) Servers 4.00% All
(1 Processor, 2 Processor, 4+
Processor, Blade, Tower, Unix,
Handhelds, etc.)
5) Keyboards 6.75% All
6) Mice 6.75% All
7) Imaging Scanners 3.00% All
8) POS Scanners 3.00% All
9) Pointing Devices 3.50% All
2) Group 2 - Input Devices 10) Bar Code Readers 4.25% All 11) Audio Input 15.00% All
12) Input Adapters 5.00% All
13) PC and Network Cameras 5.50% All
14) Input Cables 15.00% All
15) Input Accessories 6.75% All
16) Displays 3.50% All
17) Printers 3.00% All
18) Inkjet Printers 3.00% All
19) Inkjet Photo Printers 3.00% All
20) Laser Printers 3.00% All
21) Label Printers 4.25% All
22) Dot Matrix Printers 3.00% All
23) Multi-Function Printers 3.00% All
3) Group 3 - Output Devices 24) Wide Format Printers 3.00% All 25) Multi-Function Inkjet Printers 3.00% All
26) Wide Format Printers 3.00% All
27) Fax Machine Printers 3.00% All
28) Printer Accessories 3.00% All
29) Projectors 3.50% All
30) Projector Accessories 3.50% All
31) Audio Input 15.00% AlI
32) Video Cards 3.50% All

Page 10 of 32 ends

EXHIBIT B

PRICING
33) Sound Cards 3.50% AlI
34) Output Accessories 6.75% All
35) Printer Consumables 3.00% AlI
36) Desktop 13.00% All
37) Flash 5.50% All
38) Networking 13.00% All
4) Group 4 - Memory 13.00%
39) Notebook All
40) Printer / Fax 13.00% All
41) Server 13.00% AlI
42) Adapters Fiber Channel 5.50%AlI
43) Adapters FireWire / USB 5.50%All
44) Adapters IDE/ATA/SATA 5.50% All
45) Adapters RAID 5.50% All
46) Adapters SCSI 5.50% All
47) Bridges & Routers 5.50% All
48) Disk Arrays 5.50% All
49) Disk Arrays JBOD 5.50% All
50) Drives Magneto-Optical 5.50% All
51) Drives Removable Disks 5.50% All
52) Fiber Channel Switches 5.50% All
53) Hard Disks - External 5.50% All
54) Hard Disks - Fiber Channel 5.50% All
55) Hard Disks - IDE/ATA/S 5.50% All
Group 5 - Storage Devices 56) Hard Disks - Notebook 5.50% All 57) Hard Disks - SCSI 5.50% All
58) Networking Accessories 5.50% All
59) Optical Drives - CD-ROM 5.50% All
60) Optical Drives - CD-RW 5.50% All
61) Optical Drives - DVD-CD 5.50% All
62) Optical Drives - DVD-RW 5.50% All
63) Storage Accessories 5.00% All
64) Storage - NAS 5.00% All
65) Storage - SAN 5.00% All
66) Tape Autoloaders -AIT 5.00% All
67) Tape Autoloaders - DAT 5.00% All
68) Tape Autoloaders - DLT 5.00% All
69) Tape Autoloaders - LTO 5.00% All
70) Tape Drives - 4mm 5.00% All

Page 11 of 32 ends

EXHIBIT B

PRICING
71) Tape Drives - 8mm/VXA 5.00% AlI
72) Tape Drives - AIT 5.00% All
73) Tape Drives - DAT 5.00% All
74) Tape Drives - DLT 5.00% All
75) Tape Drives - LTO/Ultrium 5.00% All
76) Tape Drives SDLT 5.00% All
77) Tape Drives - Travan 5.00% All
78) 10/100 Hubs & Switches 5.50% All
79) Bridges & Routers 5.50% All
80) Gigabit Hubs & Switches 5.50% All
81) Concentrators & Multiplexers 5.50% All
82) Hardware Firewalls 5.50% All
83) Intrusion Detection 5.50% All
84) KVM 4.00% All
85) Modems 5.50% All
Group 6 - Network 5.50% All
86) Network Test Equipment
Equipment
87) Network Adapters 5.50% All
88) Network Cables 15.00% All
89) Network Accessories 5.50% All
90) Repeaters & Transceivers 5.50% All
91) Wireless LAN Accessories 5.50% All
92) Token Authentication 5.50% All
93) 10G Fiber Optic Transceivers 5.50% All
94) 1G Fiber Optic Transceivers 5.50% All
95) Licensing Packages 4.00% All
(e.g. Microsoft)
96) Licensing Backup 4.00% All
97) Licensing Barcode/OC 4.00% All
98) Licensing Business Application 4.00% All
99) Licensing CAD/CAM 4.00% All
100) Licensing - Cloning 4.00% All
7) Group 7 - Software 101) Licensing - Computer Services 4.00% All 102) Licensee - Database 4.00% All
103) Licensing - Development 4.00% All
104) Licensing - Entertainment 4.00% All
105) Licensing - Financial 4.00% AlI
106) Licensing - Flow Chart 4.00% TAlI
107) Licensing - Graphic Design 4.00% All
108) Licensing - Handheld 4.00% AlI

Page 12 of 32 ends

EXHIBIT B

PRICING
109) Licensing - Network OS 4.00% AlI
110) Licensing - OS 4.00% All
111) Licensing - Personal Organization 4.00% AlI
112) Licensing - Presentation 4.00% All
113) Licensing - Reference 4.00% All
114) Licensing - Report Analysis 4.00% All
115) Licensing - Spreadsheet 4.00% All
116) Licensing - Utilities 4.00% All
117) Licensing - Warranties 4.00% All
118) Licensing - Web Development 4.00% All
119) Licensing - Word Processing 4.00% All
120) Software - Backup 4.00% All
121) Software - Barcode / OCR 4.00% All
122) Software - Business Application 4.00% All
123) Software - CAD/CAM 4.00% All
124) Software - Cloning 4.00% All
125) Software - Computer Services 4.00% All
126) Software - Database 4.00% All
127) Software - Development 4.00% All
128) Software - Entertainment 4.00% All
129) Software - Financial 4.00% All
130) Software - Flow Chart 4.00% All
131) Software - Graphic Design 4.00% All
132) Software - Handheld 4.00% All
133) Software - OS 4.00% All
134) Software - Personal Organization 4.00% All
135) Software - Presentation 4.00% All
136) Software - Reference 4.00% All
137) Software - Report Analysis 4.00% All
138) Software - Spreadsheet 4.00% All

4.00% All
139) Software - Utilities
140) Software - Warranties 4.00% All
141) Software - Web Development 4.00% All
142) Software - Word Processing 4.00% All
143) Media - 4mm tape 5.50% AlI
144) Media - AIT tape 5.50% All
8) Group 8 - Media Supplies 5.50% All
145) Media - DAT tape
146) Media - DLT tape 5.50% All

Page 13 of 32 ends

EXHIBIT B

PRICING
147) Media LTO / Ultrium tape drive 5.50% All
148) Media - Magneto - Optical 5.50% All
149) Media - Optical 5.50% All
150) Media - SLR tape 5.50% All
151) Media - Travan tape 5.50% All
152) Media - VXA tape 5.50% All
153) Media - zip 5.50% All
154) IP phones 4.25% All
155) Video conferencing products 4.25% All
156) Voice gateways / servers 4.25% All
9) Group 9 - Collaboration & 4.25% AlI
IP Telephony 157) Headsets
158) Audio conferencing products 4.25% All
159) Analog phones 4.25% All
160) Accessories 4.25% All
161) Advanced Integration 3.00% All
162) Asset Disposal 3.00% All
163) Asset Management 3.00% All
164) Cables 15.00% All
165) Cables - custom 15.00% All
166) Cables - printer 15.00% All
167) Complex warranties 3.00% All
168) Desktop Accessories 6.75% All
169) Display Accessories 3.50% All
170) Electronic Services 3.00% All
171) Handheld Accessories 6.75% All
172) Imaging Accessories 6.75% All
10) Group 10 - Other 3.50%
173) Imaging - Camcorders All
174) Imaging - Digital Cameras 3.50% All
175) Internal Lab Service 3.00% All
176) Lab fees 3.00% All
177) Managed Services 3.00% All
178) Miscellaneous solutions 3.00% All
179) Mounting hardware for vehicles 2.50% All
180) Networking Warranties 3.50% All
181) Notebook Accessories 2.50% All
182) Notebook Batteries 5.00% All
183) PC Lab order services 3.00% AlI
184) POS Accessories 4.25% All

Page 14 of 32 ends

EXHIBIT B

PRICING
185) POS Displays 4.25% All
186) Power Accessories 5.00% AlI
187) Power Surge Protection 5.00% All
188) Power UPS 5.00% All
189) Server Accessories 4.00% All
190) Service Charge 2.00% All
191) System Components 13.00% All
192) Training Courses 3.00% All
193) Training Reference Manuals 3.00% All
194) Warranties - Electronic 3.00% All
195) iPAD / Tablet Stylus 6.75% All
196) Mouse / Wrist Pads 6.75% All
197) Security Locks and Hardware 6.75% All
198) Tools 6.75% All
199) Document Scanner Accessories 3.00% All
200) Flatbed Scanners 3.00% All
201) Mobile Scanners 3.00% All
202) Network Scanners 3.00% All
203) Sheet fed Scanners 3.00% All
204) Wide Format Scanners 3.00% All
205) Workgroup / Department 3.00% All
Scanner
206) Build to Order Desktops 2.10% All
207) Nettop 3.00% All
208) Point of Sale 4.25% All
209) Ultra Small Form Factor 2.10% All
210) Apple / Mac Memory Upgrades 13.00% All
211) Chips / SIMMs/SIPPs /ROMS 13.00% All
212) Computer Cases 13.00% All
213) CPUs / Fans 13.00% AlI
214) Memory Accessories 13.00% All
215) Motherboards / Chassis 13.00% All
216) 1 - 2 port Serial Boards 13.00% All
217) 3+ port Serial Boards 13.00% All
218) Console Server 4.00% All
219) Device Server 4.00% All
220) Terminal Server 4.00% All
221) Content Management 4.00% All
222) Firewall / VPN Appliances 5.50% All

Page 15 of 32 ends

EXHIBIT B

PRICING
223) Multifunction Security 5.50% All
Appliances
224) Network Camera Accessories 5.50% All
225) Network Cameras 5.50% All
226) Physical/Environmental Security 5.50% All
227) Security Appliance Accessories 5.50% All
228) Security Tokens 5.50% All
229) Unified Threat Management 5.50% All
230) 2-way Radios / Walkie Talkies 6.75% All
231) Apple Notebooks 2.50% All
232) Convertible PCs / Slate PCs / 2.25% All
iPAD
233) iPAD 2.25% All
234) Slate Tablet Computers 2.25% All
235) GPS / PDA 6.75% All
236) Wireless Communication Devices 2.50% All
237) Batteries 5.00% All
238) Power Supplies / Adapters 5.00% All
239) Rackmountain Equipment 5.00% All
240) Remote Power Management 5.00% All
241) Surge Suppressors 5.00% All
242) UPS / Battery Backup 5.00% All
243) 14" & smaller LCD Display 3.50% All
244) 15-19" LCD Display 3.50% All
245) 15-19" Wide LCD Display 3.50% All
246) 15-19" Wide LED Display 3.50% All
247) 20-30" LCD Display 3.50% All
248) 20-30" Wide LCD Display 3.50% AlI
249) 20-30" Wide LED Display 3.50% All
250) PColP and Zero Client Displays 3.50% All
251) Arm Mounts 3.50% All
252) Ceiling Mounts 3.50% All
253) Combo Mounts 3.50% All
254) Desktop Stands / Risers 3.50% All
255) Flat Wall Mounts 3.50% All
256) Mount Accessories 3.50% AlI
257) Pole Display 4.25% AlI
258) Stands / Carts / Feet 3.50%
259) Tilt Wall Mounts 3.50% All

Page 16 of 32 ends

EXHIBIT B

PRICING
260) C-Cure Products 4.00% All
261) Istar Products 5.50% All

STANDARD DISCOUNT FROM

SERVICE HOURLY STANDARD RATE
RATE
Design and Analysis
Configuration %
Implementation Please see
CDW •G's
Installation Professional %
11) Group 11 - Services Services
Training Offering below %
or description
f CDW•G'S
Professional
Services.

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

Identified
Apple Products for eligible 0.50%
Government and Educational Entities
DW •G has conformed to the National Pricing structure aligning to National IPA's product taxonomy, however, CDW®G will manage th sultant contract according to CDW•G's Product Tree below, which shall govern all purchases and provides more breadth and a mor omplete representation of the CDW•G Catalog. All discounts will be applied by product category listed below to CDW•G's Nationall dvertised Pricing which is publicly verifiable at www.cdwg.con CDW •G Product Tree Discount
Categories
Accessories 6.75%
Power, Cooling & Racks 5.00%
Desktop Computers 3.00%
PC Compatible Desktop Computer 2.10%
PC Compatible Workstation 3.00%
Blade PCs 3.00%
RISC Processor Workstation 3.00%
Thin Clients 3.00%
Web TV Access Unit 3.00%

Page 17 of 32 ends

EXHIBIT B

PRICING
Windows Based Terminals 3.00%
Data Storage / Drives 5.50%
Enterprise Storage 5.00%
Point of Sale/Data Capture 4.25%
Servers & Server Management 4.00%
Services (CDW Delivered) 0.00%
Notebook/Mobile Devices 2.50%
Notebook Computers 2.10%
Notebook Accessories 2.50%
Wireless Communication Devices 2.50%
Convertible PCs/Slate PCs/iPAD 2.25%
Chromebooks 0.00%
Netcomm Products 5.50%
Gigabit Switch 6.00%
Modular Switch Chassis 6.00%
Modular Switches 5.50%
Carts and Furniture 5.00%
Printing & Document Scanning 3.00%
Services (3rd Party Delivered) 0.00%
Warranties-Product Protection 3.50%
Software 4.00%
Collaboration Hardware 4.25%
Memory/System Components 13.00%
Video-Projection-Pro Audio 3.50%
Cables 15.00%
CDW Configuration Services 5.00%
Apple Products for Eligible Entities .50%
CDW•G will work with Manufacturers and the City or Participating Agencies, as applicable, post award to ensure they are aware of and participating in special manufacturer programs.

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

Page 18 of 32 ends

EXHIBIT B

PRICING
CDW •G Professional Services Offering
Major Metro Service Areas
Washington, DC Raleigh Madison
New York City Houston Wausau
Metro
Los Angeles Tampa Milwaukee
San Francisco Atlanta Appleton
San Diego National Grand Rapids
Boston Metro Dallas Indianapolis
Chicago Cincinnati Cleveland
Federal Detroit
Philadelphia Minneapolis
Seattle St. Louis/C
Denver
Nashville
Portland
in our proposal. Expenses (T and E) may be an additional consideration depending on project specifics.

Solution Domain Discipline Technology Domain Role
Data Migration Senior Consulting Engineer
EMC Senior Consulting Engineer
Datacenter Storage IBM Senior Consulting Engineer
VMWare senior Consulting Engineer
NetApp Senior Consulting Engineer
Associate Consulting Engineer
Consulting Engineer
Datacenter Networking & Enterprise Networking nfrastructure Senior Consulting Engineer letworkin
Principal Consulting Engineer
Technical Lead
Associate Consulting Engineer
Consulting Engineer
Endian management Senior Consulting Engineer
Client Management Mobile Device
Mobility Management Principal Consulting Engineer
Technical Lead
VDI Citrix Senior Consulting Engineer
Associate Consulting Engineer
Consulting Engineer
Security Network Security Network Security Senior Consulting Engineer Principal Consulting Engineer
Technical Lead

Page 19 of 32 ends

EXHIBIT B

PRICING
Penetration Testing
Security Information Security Information Security Gap Analysis (HIPAA gap, PCI Gap, NIST)
Associate Consulting Engineer
Consulting Engineer
Voice, Video Senior Consulting Engineer
Collaboration Communication Collaboration
Principal Consulting Engineer
Technical Lead
Associate Consulting Engineer
Consulting Engineer
Collaboration Engagement Contact Center Senior Consulting Engineer Principal Consulting Engineer
Technical Lead
Associate Consulting Engineer
Consulting Engineer
Collaboration Productivity Information Worker Senior Consulting Engineer Principal Consulting Engineer
Technical Lead
CAS_Business _Analyst
CAS_Consulting_ Services _Architect
Consulting Advisory Services Consulting Advisory Services Consulting Advisory CAS_Engagement Manager Services
CAS_Technology_ Architect
CAS_Business _Architect
Project Admin
Project Manager
Project & Program Management Senior Project Manager
Program Manager
CDW•G Configuration Services
Contract Contract
Service Advertised
EDC Description Ceiling
Group Price Discount Price
Hardware Configurations and Priority Service
Priority 1625768 PRIORITY SERVICE $ 21.99 5% $ 20.89
Hardware 1706188 CDW Hardware Install for Server $ 32.99 5% $ 31.34 Hardware 1706189 CDW Hardware Install for DT-LT $ 17.99 5% $ 17.09 Hardware 1820627 CDW Hardware Install for Netcom $ 22.99 5% $ 21.84 Hardware 3558560 CDW MOBILE DEVICE SIM CARD INSTALL $ 9.99 5% $ 9.49 Hardware 2437037 CDW RACK CONFIG 1 CREDIT $ 82.99 5% 78.84 Hardware 3803338 CDW HARDWARE INSTALL FOR PRINTER $ 32.99 5% $ 31.34 Asset Tagging
Asset Tags 322170 CDW ASSET TAGS NO INSTALL MAIL ONLY $ 0.98 5% $ 0.93 Asset Tags 338519 CDW ASSET TAG W/O INSTALL $ 9.99 5% $ 9.49 Asset Tags 338521 CUSTOMER ASSET TAG CONFIG SERVICE $ 9.99 5% $ 9.49 Asset Tags 500814 CDW CREATE CUSTOM TAG/LABEL $ 29.99 5% $ 28.49 Asset Tags 500815 BASIC CUSTOM TAG $ 9.99 5% $ 9.49
Asset Tags 500817 INTERMEDIATE CUSTOM TAG $ 17.99 5% $ 17.09

Page 20 of 32 ends

EXHIBIT B

PRICING
Asset Tags 500818 ADVANCED CUSTOM TAG $ 22.99 5% $ 21.84 Asset Tags 537315 CDW CREATED CUSTOM TAG - MAIL ONLY $ 1.22 5% $ 1.16 Asset Tags 955862 CDWG UID TAG/LABEL $ 9.99 5% $ 9.49
Asset Tags 1095109 CDW RFID TAG $ 61.99 5% $ 58.89
Asset Tags 3465262 BASIC CUSTOM TAG W/BOX DUP TAG $ 10.99 5% $ 10.44 Asset Tags 3465269 CUSTOMER ASSET TAG W/BOX DUP REQ6330 $ 10.99 5% $ 10.44 Asset Tags 4347185 CUSTOMER ASSET TAG W BOX DUP REQ6247 $ 12.99 5% $ 12.34 Asset Tags 3465895 INTERMEDIATE CUST TAG W-BOX DUP TAG $ 21.99 5% $ 20.89 Asset Tags 3982815 ADV CUSTOM TAG W/BOX DUP $ 24.99 5% $ 23.74 Configuration Service Bundles
Bundle 2342089 CDW HW IMAGE CDW ASSET TAG-REQ1173 $ 45.99 5% $ Bundle 2342092 CDW HW IMAGE BASIC CUSTM TAG-REQ1174 $ 52.99 5% $ Bundle 2342096 CDW HW IMAG CUSTMR ASSET TAG-REQ1175 $ 52.99 5% $ Bundle 2342098 CDW IMAG CSTMR ASSET TAG PRI-REO1176 $ 46.99 5% $ 2342102 CDW IMAGE CDW ASSET TAG PRI-REQ1177 $ 39.99 5% $ 2342106 CDW HW IMAGE PRIORITY-REQ1178 $ 53.99 5% $
2423730 CDW HW IMAGE CDW ASSET PRI-REQ1193 $ 53.99 5% $ 2423732 CDW HW IMG BSC CSTM TAG PRI-REQ1194 $ 59.99 5% $ 2423734 CDW HW IMAG CUSTMR ASSET PRI-REQ1195 $ 59.99 5% $ 2426793 CDW IMAGE CUSTMER ASSET TAG-REO1197 $ 39.99 5% $ 2426795 CDW IMAGE CDW ASSET TAG-REQ1198 $ 32.99 5% $
2426798 CDW HARDWARE IMAGE DEPLOY-REQ1199 $ 45.99 5% $
2853723 CDW IMAGE BASIC CUSTOM TAG-REQ1324 $ 39.99 5% $ 11101110111111111 5%
2853726 CDW IMAGE BIOS CUSTOMIZATION-REO1325 $ 39.99 $
3269810 CDW HW IMG INTRM TAG CMPTRAC REO1901 $ 63.99 5% $ 3327808 CDW LIGHT TOUCH IMAGE DEPLOY W-VPN $ 42.99 5% $ 4008018 LEVEL 1 IOS\ETCH INSERT REQ 5075 $ 39.99 5% $
4008025 LEVEL 1 IOS\ETCH REO 5076 $ 33.99 5% $
4041681 IOS LVL1 & SRVC CUST INSERT REO5156 $ 28.99 5% $ 4056755 INT CUST TAG&DUP + DATA CAP CONTRACT $ 21.99 5% $ 4086733 CDW LT IMAGE DEPLOY W/VPN&BOX LABEL $ 44.99 5% $ 4171085 COI SPECOPS & PROJECTMANGEMENT R5611 $ 569.99 5% $ Diagnostics
Diagnostics 214266 CDW BURN IN 12 HOURS $ 21.99 5% $ 20.89 Imaging
Imaging 195856 CDW INSTALLING CUSTOM SERVER IMAGE $ 113.99 5% 108.29 Imaging 247489 HILL ROM CREATE CUSTOM RESTORE CD $ 49.99 5% $ 47.49 266912 CDW APPLE IMAGE DEPLOYMENT $ 32.99 5% $ 31.34
283926 CDW MASTER IMAGE CREATION CREDIT $ 183.99 5% $ 174.79 379370 CDW INSTALLING CUSTOM PDA IMAGE $ 17.99 5% $ 17.09 534223 CDW STANDARD IMAGE DEPLOYMENT DT/NB $ 32.99 5% $ 31.34 763587 FLASH DRIVE IMAGING $ 9.99 5% $ 9.49
763593 CDW USB RESTORE UPTO 16GB $ 39.99 5% $ 37.99
809048 CDW MAINTAIN CUSTOM PC IMAGE-CREDIT $ 31.99 5% $ 30.39 Imaging 1640342 CDW INSTALLING ALTIRIS SERVER IMAGE $ 113.99 5% $ 108.29 Imaging 1926223 CDW TERMINAL IMAGE DEPLOYMENT $ 32.99 5% $ 31.34 Imaging 2691836 CDW ZERO TOUCH IMAGE DEPLOYMENT $ 32.99 5% $ 31.34 Imaging 2798606 CDW IMAGE MODEL MIGRATION CREDIT $ 113.99 5% $ 108.29

Page 21 of 32 ends

EXHIBIT B

PRICING
Imaging 2869570 CDW USB RESTORE UPTO 32GB $ 52.99 5% $ 50.34 3652393 CDW CREATE CUSTOM RECOVERY PARTITION $ 353.99 5% $ 336.29 3765107 SERVER RACKING ADV IMAGING SVC $ 219.99 5% $ 208.99 3982809 CDW USB RESTORE SVC UPTO 64GB $ 63.99 5% $ 60.79 4008336 CHROME WHITE GLOVE SERVICE TIER1 $ 22.93 5% $ 21.78 ДЕШЕ 4008354 CHROME WHITE GLOVE SERVICE TIER2 $ 24.93 5% $ 23.68 4419882 CHROME UNMANAGED KIOSK APP INSTALL $ 28.92 5% $ 27.47 4086723 CDW IMAGE DEPLOY W BOX LABEL REQ6281 $ 33.99 5% $ 32.29 4086738 CW SCM SRV-ZERO TOUCH W/BOX LABEL $ 33.99 5% $ 32.29 Laser Etching / Color Branding
Laser Etching 1461344 CDW LASER ETCHING-TIER 1 STATIC SML $ 11.00 5% $ 10.45 Laser Etching 2815190 CDW LASER ETCHING-TIER 2 STATIC LRG $ 15.00 5% $ 14.25 Laser Etching 2815191 CDW LASER ETCHING-TIER 3 DYNAMIC $ 22.00 5% $ 20.90 Color Branding 3223260 CDW COLOR BRANDING TEMPLATE $ - 5% $ Color Branding 4100630 CDW COLOR BRANDING TIER 1 $ 15.00 5% $ 14.25 Color Branding 3223250 CDW COLOR BRANDING TIER 2 $ 22.00 5% $ 20.90 Color Branding 3436605 CDW COLOR BRANDING TIER 3 $ 30.00 5% $ 28.50 Mobile Carts
Mobile Carts 4466480 CDW CHROMEBOOK WIRE CART CONFIG $ 120.00 5% $ 114.00 Netcom
Netcom 311718 CDW NETWORK & SECURITY DEVICE CONFIG $ 40.00 5% $ 38.00 Netcom 1550455 CDW NETWORK & SEC CHASSIS CONFIG BUN $ 100.00 5% $ 95.00 Netcom 1550460 CDW NETWORK & SEC DEVICE CONFIG BUN $ 65.00 5% $ 61.75 Netcom 2394839 CDW NETWORK & SEC CHASSIS CONFIG $ 70.00 5% $ 66.50 Netcom 2432019 CDW VPN DOMAIN JOIN ONLY $ 8.00 5% $ 7.60 Netcom 3628500 CDW VPN DOMAIN JOIN ONLY-PCA $ 8.00 5% $ 7.60 Netcom 3651585 CDW AP/ENDPOINT PROVISIONING $ 30.00 5% $ 28.50 Netcom 4121801 CDW AP/ENDPOINT FIRMWARE UPDATE $ 16.00 5% $ 15.20 Netcom 4219966 CDW CLIENT VPN CONFIGURATION $ 12.00 5% $ 11.40 Other
Other 504311 CDW HP ILO ACTIVATION $ 12.00 5% $ 11.40
Other 872360 CDW SYSTEM BIOS/FIRMWARE UPG $ 16.00 5% $ 15.20 Other 1197175 CDW CUSTOM IP CONFIGURATION $ 12.00 5% $ 11.40 Other 1197180 CDW BIOS CUSTOMIZATION $ 5.00 5% $ 4.75
Other 1369901 CDW SRVC CUSTOM ADDED INSERTS $ 5.00 5% $ 4.75 Other 1369904 CDW DDS / COMPUTRACE ACTIVATION $ 5.00 5% $ 4.75 Other 1369905 CDW DATA CAPTURE & TRACKING SRVC $ 5.00 5% $ 4.75 Other 1713539 CDW SPECIAL CONFIG REQ - 1 CREDIT $ 5.00 5% $ 4.75 Other 1713542 CDW SPECIAL CONFIG REQ - 6 CREDITS $ 30.00 5% $ 28.50 Other 1713544 CDW SPECIAL CONFIG REO - 12 CREDITS $ 60.00 5% $ 57.00 Other 2366694 CDW APPLE IOS CUSTOMIZATION LVL 1 $ 15.00 5% $ 14.25 Other 2366709 CDW APPLE IOS CUSTOMIZATION LVL 2 $ 30.00 5% $ 28.50 Other 2613286 CDW ANDROID CUSTOMIZATION LVL 1 $15.00 5% $ 14.25 Other 2613287 CDW ANDROID CUSTOMIZATION LVL 2 $ 30.00 5% $ 28.50 Other 2671476 CDW SCREEN OVERLAY INSTALL SERVICE $ 8.00 5% $ 7.60 Other 2696504 CDW Hard Drive Data Encryption DT/NB $ 12.00 5% $ 11.40 Other 2828923 CDW SAS RAID Activation $ 12.00 5% $ 11.40 Other 2858009 CDW KINDLE AD REMOVAL REQ1329 $ 30.00 5% $ 28.50

Page 22 of 32 ends

EXHIBIT B

PRICING
Other 3553290 CDW APPLE ID CREATION $ 5.00 5% $ 4.75
Other 3899153 CDW VPRO BASIC ACTIVATION REQ4717 $ 5.00 5% $ 4.75 Other 4248044 CDW LENOVO IMM ACTIVATION $ 12.00 5% $ 11.40 Other 4176320 CDW ASSET MGMNT UPDATE SVC REQ 5634 $ 1.25 5% $ 1.19 Software
Software 76056 CDW APPLICATION INSTALL DT/NB $ 36.00 5% $ 34.20 Software 76980 CDW NETWORK OPERATING SYSTEM INSTALL $ 200.00 5% $ 190.00 Software 346243 CDW STD WINDOWS CLIENT OS INSTALL $ 90.00 5% $ 85.50 Software 931000 CDW NETWORK APPLICATION INSTALL $ 100.00 5% $ 95.00 CDW APPLICATION UPDATES AND 5%
Software 1197183 MAINTENANCE $ 22.00 $ 20.90
Software 1278296 CDW OEM MFG OS INSTALLATION $ 90.00 5% $ 85.50 Software 1291101 CDW LINUX INSTALLATION OS-ALL VERS $ 120.00 5% $ 114.00 Software 1550439 SUN SOLARIS INSTALLATION - ALL VERSIONS $ 200.00 5% $ 190.00 Software 1550447 VMWARE INSTALLATION - ALL VERSIONS $ 70.00 5% $ 66.50 Software 3803347 CDW SOFTWARE CONFIG FOR PRINTER $ 24.00 5% $ 22.80 Software 3982800 CDW HDD OS SWAP SVC REQ5012 $ 36.00 5% $ 34.20 Configuration Project Management / COI
Proj. Mgmt 3110955 CDW CONFIG PROJECT COORD HRLY CREDIT $ 75.00 5% $ 71.25 Proj. Mgmt 4289890 CDW CONFIG PM 150 HRLY CHARGE $ 150.00 5% $ 142.50 Proj. Mgmt 3536706 CDW COI PROJ COORD /OPS COST $ 5,000.00 5% $ 4,750.00 Proj. Mamt 3543509 CDW CONFIG PROJECT COORD CREDIT/UNIT $ 5.00 5% $ 4.75 Proj. Mgmt 3752290 CDW PROJ MNGMNT CONFIG AP SVC $ 7.00 5% $ 6.65 Proj. Mgmt 4086747 CONFIGS SERVICES PROJ MGMT(PER UNIT) $ 1.00 5% $ 0.95 Proj. Mgmt 4087191 CONFIGS SERVICES PROJ MGMT(PER UNIT) $ 0.50 5% $ 0.48 COI 3268855 CDW CONFIG PROJECT COORD COI SVC $ 300.00 5% $ 285.00 cor 3561536 COI OPS PALLET RECEIVING/PROCESSING $ 480.00 5% $ 456.00 COI 4439488 COI OPS PALLET/MONTH REC/PRO $ 40.00 5% $ 38.00 COI 3659769 CDW COI OPERATIONAL EXPENSE WITH SN $ 10.00 5% $ 9.50 COI 3827583 COI TEMP TAG NO INSTALL E-MAIL $ 10.00 5% 9.50

Page 23 of 32 ends
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