Montebello City Council
June 22, 2022

DOC #8

EEOAA EVIDENCE
Equal Employment Opportunity/Affirmative Action
Goods, Professional Services & General Service Projects EEO/AA Evidence
Vendors are required to submit evidence of compliance with N.J.S.A. 10:5-31 et seq. and N.J.A.C. 17:27 in order to be considered a responsible vendor.

One of the following must be included with submission:
• Copy of Letter of Federal Approval
• Certificate of Employee Information Report
• Fully Executed Form AA302
• Fully Executed EEO-1 Report
See the guidelines at: http://www.state.nj.us/treasury/contract_compliance/pdf/pa.pdf for further information.

I certify that my bid package includes the required evidence per the above list and State website.

Name: ______________________________ Title: _____________________ Signature: ___________________________ Date: _____________________ David Hutchins Vice President, Strategic Programs
01/15/2021

Version September 29, 2020

CERTIFICATION
I, the undersigned, certify that I am authorized to execute this certification on behalf of the Vendor/Bidder, that the foregoing information and any attachments hereto, to the best of my knowledge are true and complete. I acknowledge that the State of New Jersey is relying on the information contained herein, and that the Vendor/Bidder is under a continuing obligation from the date of this certification through the completion of any contract(s) with the State to notify the State in writing of any changes to the information contained herein; that I am aware that it is a criminal offense to make a false statement or misrepresentation in this certification. If I do so, I will be subject to criminal prosecution under the law, and it will constitute a material breach of my agreement(s) with the State, permitting the State to declare any contract(s) resulting from this certification to be void and unenforceable.

DOC #9

MCBRIDE-PRINCIPLES

MACBRIDE PRINCIPALS FORM
_____________________
VENDOR’S/BIDDER’S REQUIREMENT

TO PROVIDE A CERTIFICATION IN COMPLIANCE WITH THE MACBRIDE PRINCIPALS AND NORTHERN IRELAND ACT OF 1989
Pursuant to Public Law 1995, c. 134, a responsible Vendor/Bidder selected, after public bidding, by the Director of the Division of Purchase and Property, pursuant to N.J.S.A. 52:34-12, must complete the certification below by checking one of the two options listed below and signing where indicated. If a Vendor/Bidder that would otherwise be awarded a purchase, contract or agreement does not complete the certification, then the Director may determine, in accordance with applicable law and rules, that it is in the best interest of the State to award the purchase, contract or agreement to another Vendor/Bidder that has completed the certification and has submitted a bid within five (5) percent of the most advantageous bid. If the Director finds contractors to be in violation of the principals that are the subject of this law, he/she shall take such action as may be appropriate and provided by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in default and seeking debarment or suspension of the party.

I, the undersigned, on behalf the Vendor/Bidder, certify pursuant to N.J.S.A. 52:34-12.2 that:

CHECK THE APPROPRIATE BOX
The Vendor/Bidder has no business operations in Northern Ireland; or OR
The Vendor/Bidder will take lawful steps in good faith to conduct any business operations it has in Northern Ireland in accordance with the MacBride principals of nondiscrimination in employment as set forth in section 2 of P.L. 1987, c. 177 (N.J.S.A. 52:18A-89.5) and in conformance with the United Kingdom’s Fair Employment (Northern Ireland) Act of 1989, and permit independent monitoring of its compliance with those principals.

Signature Date
Print Name and Title

STATE OF NEW JERSEY DEPARTMENT OF THE TREASURY

DIVISION OF PURCHASE AND PROPERTY
33 WEST STATE STREET, P.O. BOX 230
TRENTON, NEW JERSEY 08625-0230
BID SOLICITATION #: VENDOR/BIDDER: 21-04 CDW Government LLC X
David Hutchins, Vice President, Strategic Programs
01/15/2021
Region 4 ESC Technology Solutions, Products and Services RFP CDW Government LLC Attachments January 19, 2021
Attachment A – Our Commitment to the Environment
1 Our Commitment to the
Environment 2020
2 The History of CDW’s beGreen Program
CDW recognizes the need for responsible environmental management and conservaƟon of resources and has demonstrated its commitment to environmental management and principles of sustainable development through its beGreen program.  The beGreen program provides coworkers with a plaƞorm to reduce, reuse and recycle in an effort to make CDW’s operaƟons leaner, more efficient and more environmentally responsible.  CDW is commiƩed to reducing energy demands, managing energy consumpƟon and reducing environmental impact, while realizing economic growth and opportuniƟes.  CDW conƟnually works to develop our efficiencies, waste reducƟon and comply with ISO 14001 standards.  Since the incepƟon of the program, CDW has seen overwhelming coworker parƟcipaƟon in beGreen. They have the opportunity to share their green ideas with CDW and organize our sustainability goals.  Coworkers have consistently responded to the campaign with suggesƟons, ideas and quesƟons. The feedback has been posiƟve and the level of parƟcipaƟon has surpassed our expectaƟons.

CDW has a cross funcƟonal team of coworkers who contribute to the program management, the beGreen Community.

The team consists of coworkers in mulƟple CDW locaƟons naƟonwide and in the UK collarboraƟng through email and conference calls. The community members, in turn, work to ensure the consistency and integrity of the beGreen program, as well as share feedback on concerns and support with each locaƟon’s needs. In the eleven years since its incepƟon, beGreen has conƟnued to thrive and grow.
beGreen focuses on several key areas: coworker educaƟon, community awareness, recycling, resource conservaƟon and ISO 14001 standard. We aspire to become an industry leader in environmental responsibility, because it’s the right thing to do. We’re proud of our innovaƟve programs, strong recycling and the energy saving efforts that CDW has implemented and we conƟnually improve upon these efforts.

ISO 14001:2015 Certiϐication
We are proud to report that CDW’s distribuƟon centers are ISO 14001 cerƟfied – the internaƟonal standard for environmental management systems. This cerƟficaƟon has been awarded to CDW’s distribuƟon centers located in Vernon Hills, IL. and North Las Vegas, NV.
"CDW is commiƩed to sustaining a strong environmental policy that helps protect the environment and provides our customers with an efficient and cost‐effecƟve way of doing business," said Jon Stevens, Senior Vice President, OperaƟons and Chief InformaƟon Officer at CDW. "We are honored to receive this cerƟficaƟon as a validaƟon of these ongoing efforts, and we appreciate our coworkers' dedicaƟon to serving the needs of our environment and customers." CDW's Environmental Management System (EMS) establishes a common reference for communicaƟng environmental management issues between CDW and its partners, customers, regulators and other stakeholders. Further, this system provides organizaƟonal structure, pracƟces, procedures, training, processes and resources for implemenƟng, reviewing and maintaining CDW's environmental policy.

For more InformaƟon about CDW’s ISO14001:2015 cerƟficaƟon, please contact [email protected]. 3 Sustainability at CDW
In connecƟon with the beGreen program, CDW conƟnually improves upon our environmental sustainability. Here are some notable highlights regarding the many steps we’ve taken to make a difference:

LighƟng & Energy Management:
 Our offices and DistribuƟon Centers are ouƞiƩed with automated climate control systems that only run when the space is occupied to help ensure we don’t waste power aŌer hours.  The Vernon Hills DistribuƟon Center’s conveyor system detects when a product has not been carried on the line for longer than 5 minutes and automaƟcally shuts down unƟl a coworker restarts the line.  The Las Vegas DistribuƟon Center’s  control  system is designed  to monitor outside and inside  temperatures and throƩles  the system up and down accordingly. In  the spring and  fall seasons,  the system is able  to use outside air for cooling.
 In our Vernon Hills locaƟon, we added tank less water heaters to our Daycare/Fitness Center and to our café to reduce energy consumpƟon by only  heaƟng water when needed.  In 2015, the Las Vegas DistribuƟon center has updated all of their 455 waƩ metal halide high bay light fixtures with 192 waƩ LED fixtures with moƟon control sensors built into the fixtures for improved control, to reduce power usage, and to minimize our impact on the environment.  In  2016,  the  Vernon  Hills  DistribuƟon  Center  updated  the  warehouse  and  parking  lot  with  LED  lights containing moƟon  sensors.   This allows  us  to  reduce  our  power usage while minimizing  our impact  to  the environment.
 In  2016,  the  Vernon Hills  DistribuƟon  Center  put  in  new air  compressors  that are more energy efficient  to avoid the wasted or high use energy.
 In 2018, the Vernon Hills DistribuƟon Center installed a high efficiency chiller to save energy while creaƟng a comfortable environment for the coworkers.
 In 2019, the Vernon Hills distribuƟon center replaced another compressor with a higher efficiency compressor that uses almost 36k less kilowaƩs annually.
 In 2019, the Vernon Hills distribuƟon center replaced 356 lamps with moƟon censored LED lighƟng saving 17 waƩs annually per lamp at a total annual savings of 6052 wats.

Waste Management:
 CDW  offers  coworkers  incenƟves  to  refill  their  drinking  containers  in  our  cafés  to  encourage  the  use  of reusable boƩles and cups.
 A company‐wide, internal  toner cartridge  recycling program was implemented  to ensure proper disposal of cartridges.
 CDW’s Vernon Hills locaƟon compost all back of the house materials from our cafeteria to gain enriched soil and remove the products from the landfill.

Eco‐friendly AlternaƟves:
 Our  maintenance  crews  replace  petroleum‐based  degreaser  products,  when  possible,  with  a  citrus‐based cleaner/degreaser that is made from natural products and is beƩer for the environment.  Our  cleaning  crews  also  use  natural  and  vinegar‐based  cleaners  in  place  of  chemical  cleaners  that  can  be harmful to the environment.

Coworker Engagement:
 MulƟple  locaƟons  parƟcipate  in  our  annual  Earth  Day  celebraƟon,  intended  to  educate  coworkers  on sustainability  by  providing  them  with  informaƟon  and  products.  AddiƟonally,  CDW’s  parƟcipaƟon  in  Earth Hour   encourages everyone  to adopt energy efficiency measures  to  consume  less energy, water and  other natural resources. These events are held to assist our coworkers in considering sustainable opportuniƟes both at work and home.
 In 2016, CDW Illinois locaƟons won  the Illinois Governor's Sustainability  Award which  showcased  the hard work put into our sustainability efforts.
4 Community
Through CDW’s Printer Supplies Program advanced membership, the customer will receive complimentary enrollment into the Print Releaf program.

In June of 2018, CDW partnered with Print Releaf to give our customers an opƟon that sustains our forests.

Print releaf is a patented soŌware plaƞorm that empowers businesses to sustain and grow our global forestry system.  Print releaf measures your companies paper consumpƟon over Ɵme.  Print releaf calculates the forest impact of your paper consumpƟon.  Your paper footprint is automaƟcally reforested at planƟng sites of your choice.

In a lifeƟme statement dated 12/12/2019, since joining print releaf on 6/18/2018, CDW customers have collecƟvely offset the equivalent of 108,434,177 total standard pages of paper consumpƟon by reforesƟng 13,013 standard trees. 5 1
Paper count includes aƩached office recycling in the 200 N Milwaukee Ave building. *Paper count includes aƩached office recycling in the 200 N Milwaukee Ave building.

Recycling at CDW
CDW reduces and eliminates waste, when possible, through recycling.  All waste is safely and responsibly handled and disposed.  We also reuse when ever possible to avoid the waste stream and recycling efforts.  Our DistribuƟon Centers employ programs that are designed to recycle corrugate, shrink wrap, wooden pallets and paper. In 2019, we recycled approximately 1,628 tons of corrugate, 804 tons of wooden and plasƟc pallets, 645 tons of shrink wrap and other
recyclables and 114 tons of paper1
. While fluctuaƟons vary
depending on the volume received each year, our recycling efforts have resulted in a consistent reducƟon in our waste hauls from three Ɵmes a week to only twice a year. The
import/export laws regarding recyclable material have made it challenging but not impossible to recycle. To the right is a graph displaying the total recycling results CDW has achieved at its DistribuƟon Centers.

As a part of our ISO 14001 cerƟficaƟon, CDW set a
goal for 2019 to maintain 90% diversion rate or
beƩer of waste sent to landfills by ensuring
recyclable items are properly disposed of through
our network of recycling bins at our Vernon Hills
DistribuƟon Center and our Las Vegas
DistribuƟon Center.  To the leŌ is a look at our
annual tons recycled as compared to our waste
tonnage at our Vernon Hills and Las Vegas
distribuƟon centers.

Numerous recycling centers have been set up on
each floor of our office locaƟons, making it easy
and convenient for coworkers to recycle plasƟc,
cardboard, aluminum, glass and other materials.

Signs are posted in each recycling area making it
easy for coworkers and visitors alike to join CDW
in its ongoing commitment to environmental
sustainability.

Reducing Waste—Central Distribution center
Reducing Waste—Western Distribution center
6 Packaging & Transportation
CDW supports environmentally friendly shipping methods through efficient use of materials and natural resources. We achieve this through our shipping partners, recyclable packaging and smart packaging systems.  Over  95%  of  our  shipments  use  carriers
that  are  enrolled  in  the  EPA  Smart  Way
Transport Partnership2
.
 In  2019,  we  implemented  direct  lanes  which  creates  a  more  efficient shipment  of  boxes  going  to  the  same  area.  This  ensures  less  stops  for resorƟng and decreases the carbon footprint.
 Our pick‐pack shipping containers are made of  the maximum allowable amount of post‐consumer recycled material and are 100% recyclable.
 We are also  focused  on increasing  capacity  uƟlizaƟon in  our  supply  chain  through effecƟve  transportaƟon rouƟng and carrier usage.  CDW LogisƟcs works to consolidate shipments with suppliers to limit the amount of  movement  and  touches  along  the  supply  chain,  which  enables  carrier  partners  to  reduce  their  CO2 emissions.
 We  use  manufacturer  packaging  when  possible,  with  more  than  50%  of  our  shipments  being  sent  in the original manufacturer packaging, instead of being repackaged in new boxes.  We have also redesigned our box esƟmaƟon program to use the least amount of packaging necessary, while achieving  industry  best‐in‐class  levels  and  ensuring  customer  saƟsfacƟon.  Today,  our  systems  take  into account the dimensions and weight of product to maximize the amount of product put into each box.  We have implemented envelope shipping for small items that do not have a high risk of damage.   This will limit the amount of packaging required for recycling by the customer aŌer receipt.   The envelopes are made from 100% recycled material and are 100% recyclable.
2 “The Smart Way Transport Partnership helps freight companies improve fuel efficiency, increase environmental performance, and increase supply chain sustainability.” — EPA
7 CDW’s Data Centers
CDW has an ongoing commitment to energy efficiency in our data centers. We test and implement new tools and programs to conƟnuously improve our energy usage and to help control operaƟonal costs.  Our data centers have performed key upgrades to allow us to enhance and measure these efficiency improvements:
 All light bulbs and ballasts have been replaced with high efficiency equivalents.  Our Minneapolis office locaƟon installed a light Ɵmer that saves roughly 8 hours of “lighƟng Ɵme” daily. The esƟmated savings of having these 668 lights off for 8 hours per day translates to a savings of just under 20kWh of power saved daily.
 The  HVAC  systems  in  the Madison & Minneapolis  office  locaƟons  were  redesigned  to  improve efficiency  by allowing the air condiƟoners to consistently operate at their peak efficiency thereby reducing energy usage.  Power Usage EffecƟveness (PUE) monitoring has been deployed in both the Madison and Minneapolis locaƟons.

This real Ɵme efficiency monitoring meets EPA standards for measuring data center PUE and provides CDW with a view of our energy efficiency so adjustments can be made while also gauging the effecƟveness of our efforts.  To date these efforts have paid off in our data centers and have resulted in the following savings:
 Air condiƟoning set points were increased by an average of 6 degrees, translaƟng to a cooling uƟlity savings of nearly 25%.
 Annual energy cost avoidance savings to date is over $300,000 and growing.

For  more  informaƟon  on  the  beGreen  program  or  CDW’s  sustainability  efforts,  please  email [email protected].

Region 4 ESC Technology Solutions, Products and Services RFP CDW Government LLC Attachments January 19, 2021
Attachment B – Supplier Diversity Economic Impact 2019
Supplier Diversity Economic Impact 2019
1 DIVERSITY

MATTERS
CDW generates business opportunities that
position diverse suppliers for economic sustainability, yield competitive advantages for our company and deliver
exceptional technology experiences for our customers.
2019 SUPPLIER DIVERSITY ECONOMIC IMPACT 1
Contents
2019 SUPPLIER DIVERSITY ECONOMIC IMPACT

WE GET DIVERSITY
Our
Business
Our Supplier
Diversity Program
Our
Diverse Suppliers
Accomplishments
and the Future
3 9 21 30
2 Our Business
2019 SUPPLIER DIVERSITY ECONOMIC IMPACT 3
At CDW, we believe that Supplier
Diversity is about providing a
deep pool of suppliers who are
creative, innovative, and
competitive. It is not about hitting
spending goals and it isn’t a
handout.

Supplier Diversity enables us to
provide our customers the best
products on the market for the
highest value.

We invest more than dollars in
our suppliers. We invest our time
customized training, and
networking opportunities. And
commit to a long-term vision of
supply chain diversity so that you
are always at the bleeding edge
of exceptional technology.
2019 SUPPLIER DIVERSITY ECONOMIC IMPACT
Investing in supplier diversity is about
building a resilient supply chain with awardwinning customer experience. 4 Our Business
Annual Sales
(2019)
$18 Billion
Customers
250,000
Fortune 500
Rank (IT)
191
Purchases from Small &
Diverse Business
$2.1 Billion
Certified Small,
Diverse Partners
1,100+
2019 SUPPLIER DIVERSITY ECONOMIC IMPACT
CDW is the leading multi-brand
technology solutions provider to
business, government, education,
and healthcare customers in the
United States, the United Kingdom,
and Canada.

Founded in 1984, we offer our
customers a broad array of offerings
ranging from hardware and software
to integrated IT solutions such as
security, cloud, data center, and
networking.
5 The shared values that guide our behavior.

We run our business with passion and integrity.

We empower others to do their jobs.

We keep our commitments.

We treat others with respect.

We resolve conflict directly.

We listen.

We include stakeholders in the decision process.

We live our “philosophies of success” every day.

We make things happen.

The CDW Way
2019 SUPPLIER DIVERSITY ECONOMIC IMPACT
6 The CDW Business Model
Everything we do revolves around our customers.

Our Customers receive access to:
• More than 100,000 products
and services from more than
1,000 leading and emerging
supplier partners
• CDW’s deep technical
resources, including sellers,
highly-skilled technology
specialists and advanced
service delivery engineers.
• Value-added services to help
customers with their IT
lifecycle management.
2019 SUPPLIER DIVERSITY ECONOMIC IMPACT
CDW
Customers
Finance
& Legal
Information
Technology
Operations
Marketing
Technology
Services
Sales
Product & Partner
Management
Coworker
Services
7 CDW sits between customers and supplier partners, creating unique value for both.

And, our Supplier partners:
• Receive access to CDW’s
250,000+ customers
• The ability to augment their
product offerings with a wide
range of value-added IT and
distribution services.
• CDW serves as an extension
of its supplier partners’ sales
and marketing resources.
2019 SUPPLIER DIVERSITY ECONOMIC IMPACT
Our Supplier Diversity Program
8 Our Supplier
Diversity Program
CDW started its Supplier Diversity
program in 2007 to help its
customer meet their small and
diverse business goals. Since
then, CDW has continued to grow
its program, and our purchases
from diverse suppliers has grown
from $359M in 2007 to over $2.1
billion – a 472% increase in just
twelve years ago.
2019 SUPPLIER DIVERSITY ECONOMIC IMPACT
9 Since 2007, we have
spent more than $14
billion with small and
diverse businesses.
$359M
$481M
$617M $681M $713M
$791M
$991M
$1.2B $1.2B
$1.6B
$1.9B
$2B
$2.1B
2019 SUPPLIER DIVERSITY ECONOMIC IMPACT 9
$325.1M
$696.7M
$50.5M
$1.4B
Minority Women Veteran Small
Our spend with small
and diverse suppliers
in 2019
Note: Suppliers are counted in every category that they are certified.

Therefore, the numbers for each category cannot be added to match the total.
$2.1
billion
Our Purchases From Small And
Diverse Suppliers
In 2019, CDW continued to proactively seek
opportunities to engage and purchase from
small and diverse businesses. We see the
unwavering commitment to supplier
diversity as a means of strengthening our
procurement process. Equality is an
important aspect of our procurement vision
and is the most immediate way to make an
economic difference by putting resources
back into the community.

Measuring Economic Impact
Economic Impact
The impact of spending with a supplier is
greater than direct purchases CDW
makes from the company. This is
because money spent with the supplier
is spent again on payroll, goods and
services, and other suppliers in its supply
chain. The company’s employees use
their salaries to purchase goods and
services from other businesses.

Downstream suppliers similarly use the
proceeds from their sales on their
employees and other businesses. A
chain reaction of indirect and induced
spending continues. This economic
ripple effect is analyzed in an economic
impact assessment.

Economic Impact Metrics
Production: Purchases from diverse
businesses support economic activity at
these suppliers and creates a ripple effect
of purchases through the supply chain.

Jobs: Suppliers ramp up staff to support
additional sales. This supports jobs at the
diverse suppliers, within their supply chain
and in their communities.

Wages: Employees that hold these jobs earn
incomes that help support their families and
create additional spending.
2019 SUPPLIER DIVERSITY ECONOMIC IMPACT 10
Supplier diversity programs help foster jobs and economic activity in underrepresented segments of the business and customer community. Inclusive procurement practices provide opportunities to diverse businesses, that in turn provide greater representation, employment and economic advancement for minority, women, veteran and LGBTQ communities.

Economic impact is measured through
three metrics:

How Supplier Diversity Drives Economic Impact
Supplier diversity programs help foster jobs and economic activity in underrepresented segments of the business and customer community. Inclusive procurement practices provide opportunities to diverse businesses, that in turn provide greater representation, employment and economic advancement for minority, women, veteran and LGBTQ communities.

ECONOMIC
IMPACT

MULTIPLIER
EFFECT
Supplier Diversity
Purchases
CDW’s purchases through its
suppliers triggers a ripple
effect through its supply chain.

Direct Impact
This is impact at CDW’s immediate
suppliers who employ people and
other suppliers to support their sales
to CDW.

Indirect Impact
CDW’s suppliers purchase goods
and services from other suppliers
which creates jobs in their supply
chains.

Induced Impact
Employees at these jobs
support additional jobs in their
communities through purchases
of goods and services.
11 The Economic Impact
of CDW’s Supplier Diversity
Program
CDW’s supplier diversity
program spreads economic
development to communities
through engagement of small
diverse suppliers. The impact
of this program expands
beyond the immediate
suppliers. CDW’s diverse
suppliers and the employees
they hire engage other
suppliers in their supply chain
and in their communities.

This engagement creates a
multiplier effect that ripple
through the economy.
$2.1
billion
Purchases from small and
diverse businesses
$3.6 billion
Total economic production
generated through CDW’s
Supplier Diversity program.
22,058
Total jobs supported
$1.3 billion
Total wages by workers
earned from the resulting
economic activity
11 2019 SUPPLIER DIVERSITY ECONOMIC IMPACT 13
$325M 1,427 MINORITY OWNED
BUSINESSES $106M
Our diverse suppliers hire employees and purchase additional materials in order to produce the products and services they sell to us. The $2.05 billion in purchases from these suppliers supported 11,076 jobs at these companies.

CDW

PURCHASES
JOBS

SUPPORTED
$1.4B 8,104 SMALL
BUSINESSES $457M
$697M 3,257 WOMEN OWNED
BUSINESSES $249M
TOTAL $2.1B 11,076 $684M
$51M 243 VETERAN OWNED
BUSINESSES $17M
WAGES
EARNED
Our Impacts On Our Diverse Suppliers
Note: Suppliers are counted in every category that they are certified. Therefore, the numbers for each category cannot be added to match the total.

The Multiplier Effect Of Our Spending
Our purchases from diverse businesses set off a series of additional business-to-business activity as our suppliers must in turn purchase from other businesses to provide their products and services. This ripple effect of purchases in the supply chain is called the indirect effect.

The jobs supported in the supply chain through the direct and indirect effects creates household wages. These wages are spent in the local communities, and this spending supports additional jobs. This is called the induced effect.
$810M 6,339 INDUCED
IMPACT $288M
TOTAL $1.6B 10,802 $618M
$746M 4,463 INDIRECT
IMPACT $330M

ECONOMIC

PRODUCTION
JOBS

SUPPORTED
WAGES
EARNED
Top 10 Categories by Jobs at Diverse Suppliers
2019 SUPPLIER DIVERSITY ECONOMIC IMPACT 14
147
198
219
280
292
401
699
1,171
1,864
4,235

JOBS AT DIVERSE SUPPLIERS
Computer and Office Machine Repair and Maintenance
Custom Computer Programming Services
Toy and Hobby Goods and Supplies Merchant Wholesalers
Software and Compact Disc, Tape, and Record Reproducing Other Computer Related Services
Computer and Computer Peripheral Equipment and Software Merchant Wholesalers Computer Systems Design Services
Other
Software Publishers
Process, Physical Distribution, and Logistics Consulting Services 2019 SUPPLIER DIVERSITY ECONOMIC IMPACT
Our Diverse Suppliers
20 CDW’s Supplier Diversity initiative supports the business activities and growth of our small and diverse businesses through scholarships, mentorships, and training. When small and diverse business owners work with CDW, they become stronger, more effective businesses.

Our program:
• Supports and empowers minority
entrepreneurs and business leaders.
• Provides leadership and job funnels for
minority groups.
• Creates an economic ripple effect in families
and communities.
• Provides opportunities to diverse businesses
that provide greater representation,
employment, and economic advancement for
minority, women, veteran, and LGBTQ
communities.
2019 SUPPLIER DIVERSITY ECONOMIC IMPACT 21
Developing Supplier Integrity and Resilience
A Stronger Supply
Chain
Investing in MANY diverse suppliers.

For CDW, it’s not only the size of our diverse
purchasing that counts, it is also our
footprint. We aim to expand the number of
suppliers we do business with. In 2019, we
had over 400 diverse partner relationships.

We prioritize discovering and training more
suppliers every year - creating a healthy
environment of competition and business
growth.

This breadth of our diverse partners allows
us to provide our customers with a deep pool
of suppliers and exceptional solutions and
customer service.

Helping strengthen our small and
diverse suppliers.

We offer training, mentorship and
scholarship programs so that our suppliers
are stronger businesses - an investment that
benefits them, us, and, our customers.
“World class supplier diversity programs are
led by world class supplier leaders. CDW is
the example of supplier diversity and what
can happen when you go above and beyond
checking a box. CDW helps entrepreneurs
expand into different sectors and helps their
customers by bringing these suppliers to
share their skills.”
Ralph Moore
RGMA Founder and President
Supplier Diversity Innovator
Building long term capacity in
suppliers.

CDW•G's Small Business Partner Consortium
(SBC) was created in 2003 to help small and
disadvantaged businesses more effectively
compete for federal and state information
technology (IT) contracts. Partnering
companies leverage CDW•G’s operational
efficiency, marketing reach, e-commerce and
service capabilities. The program enables
government agencies to utilize minority,
veteran, HUBZone, and women-owned
businesses. As an added benefit,
government agencies that hire SBC
participants receive specialized IT services
through CDW•G.
2019 SUPPLIER DIVERSITY ECONOMIC IMPACT 22
V3Gate was named to the 2019
Inc. 5000 list of FastestGrowing Private Companies
When CDW finds promising suppliers, we invite them to participate in trainings, mentorships, and the small business consortium. We also introduce them to suppliers and partners. This is how we build long term relationships that our customers and suppliers can rely on.

Long Term, Dependable Relationships
Oscar Valdez, Jr., a combat veteran, co-founded
V3Gate with his partner Tad Rzonca. V3Gate’s
relationship with CDW began not as a supplier,
but as a customer when V3Gate began sourcing
from CDW for its contracts.

In 2008, CDW encouraged V3Gate to participate
in CDW-G’s Small Business Partner Consortium.

A year into the program, CDW asked V3Gate to
be one of their suppliers. CDW invited Tad to
multiple lunch-and-learn events to present to
CDW representatives. CDW’s Supplier Diversity
team mentored him for these sessions and
coached him to demonstrate how V3Gate
added value to CDW and its customers. These
engagements propelled new business between
CDW and V3Gate. V3Gate has grown 581% in
three years. They engage with CDW both as a
supplier and as a customer. In 2019, V3Gate
business with CDW grew to over $100 million.

In an example of the multiplier effect of supplier
diversity spending, V3Gate is passing it forward.

In addition to building a diverse workplace and
contributing to charities, V3Gate signed a
mentor-protégé program to help a small
business develop its capacity.
“If you want to work with CDW, they’ll give you every opportunity to succeed, but you have to bring real value to them and to their customers. They are as competitive as they come.”
- Tad Rzonca, President, V3Gate
23 Service-Disabled Veteran
Business Enterprise
CDW Supplier Since: 2009
Synergistic Partnerships
Betis Group is a systems integrator with 25
years of experience serving government and
commercial clients through global IT solutions.

Betis Group and CDW began working together
on Supplier Diversity Initiatives in mid-2004.

Over the years, the two companies have
worked side-by-side to develop Tier 1 and Tier
2 offerings for their customers and create a
highly profitable and successful working
partnership.

Betis Group and CDW often jointly present to
customers across the US and demonstrate the
value they deliver through their collaboration.
“As an MBE, CDW’s Supplier Diversity Program
allows Betis Group to leverage their
experienced sales force and past performance,
in addition to its enterprise-level configuration
and staged shipment capacity," said Hernan
Cortes, Betis Group President, and CEO.

Working with CDW, Betis Group has been able
to leverage CDW’s solutions breadth and
operational capacity to increase Betis’s sales
and exposure to market opportunities. This
partnership enables Betis to develop strategic
relationships with suppliers and OEMs.

Top Tier Customer Experience
2019 SUPPLIER DIVERSITY ECONOMIC IMPACT
“CDW gives us the opportunity to amplify our expertise and strong customer focus with best-in-class technology, as well as the best ecommerce and operational infrastructure in the market.” - Hernan Cortes, President and CEO, Betis Group
CDW values our suppliers as equal partners. We rely on them to bring a superior level of expertise, knowledge, and skillsets to the table for our customers - every time. Together, we offer a rich and collaborative customer experience from the inception of a solution, and all through the presentation, delivery, and implementation.

Minority Business
Enterprise
CDW Supplier Since: 2007
24 Aligned Vision
Creative Solutions for your Needs
Best in Class
The CRS Group has worked with CDW for over
thirteen years to help customers source the
right people with the right jobs. The relationship
started at the Chicago Business Opportunity
Fair. CDW needed support filling new internal
staff projects. Over time, CDW expanded The
CRS Group’s footprint. CDW invited CRS Group
representatives to invite-only events and
introduced them to other suppliers and
corporations.

CRS Group’s Michael Gaines is deeply involved
in the small and diverse business community
and has lent his knowledge and expertise to
introduce other suppliers to CDW and create a
more effective Small Diverse Business
program. In turn, CDW has turned to CRS Group
to offer solutions CRS otherwise didn’t service.

Through building trust and innovating on
solutions, CDW has collaborated with CRS
Group to expand its services.
2019 SUPPLIER DIVERSITY ECONOMIC IMPACT
CDW works with award-winning companies at the top of their fields. Our suppliers are innovators and adaptors. When our customers come to us with a problem, we can rely on our suppliers to partner with us to find a solution. And if a solution doesn’t exist, we create one together.
“CDW has helped us expand in several areas of contingent labor needs thereby allowing us to grow our business. We’re partners who create win-win solutions to the challenges that we all face.

Each company supports the other’s initiatives, needs, and information and that enables us to support the goals of our respective companies and our customers.”
- Michael Gaines, President, The CRS Group
25 Minority Business
Enterprise
CDW Supplier Since: 2007
The CRS Group won the
ClearlyRated Best in Staffing
Award four times for Service
Excellence.

Stronger
Business Leaders
A business is only as strong as
it’s leadership. We help grow
leaders at diverse businesses
to even the playing field so that
our suppliers are more
competitive on their own, and
more successful as our
partners.
”This program opened doors with
corporations and fellow WBEs.

Marianne's guidance with strategy has
elevated our cohort’s conversations in
identifying plans to achieve our goals of
increasing revenues and forming
relationships.”
Subha Rajana, CEO
Biarca
“I learned how to systemize my
approach which has been a weak spot
of mine. I was ready to walk into the
WBENC Summit & Salute conference
not just as ONE company, but with a
team of WBE CEOs who could share
opportunities and connections."
Melanie Rae, Founder + Author
Guided Business Plan .
2019 SUPPLIER DIVERSITY ECONOMIC IMPACT 26
“It only takes a second to see how deeply
committed CDW is to supplier diversity and finding
opportunities for Diversity CEOs. Bottomline, it is
not what you say that people remember but what
you do.” - Marianne Ellis, Co-Founder/CEO, CEO Success Community CDW sponsored two CEOs of women-owned businesses to
participate in CEO Success Community’s Conference Maximizer leadership program. The program teaches CEOs to maximize their opportunities at trade events, win contracts and increase revenue. After COVID-19, the program pivoted to Virtual Conference Training.

CEO Success Community, a division
of VEO Group has coached over 500
women and diversity business
owners on how to position their
company, fast-track revenues, build
corporate relationships, and win
clients.

Women Business
Enterprise
CDW Supplier Since: 2019
CDW initially engaged R Mo Diversity Solutions, a Minority, Women-Owned, Disadvantaged and SBA 8(a) certified business, to help re-certify one of CDW’s largest suppliers, whose business was integral to CDW’s customer goals. CDW is now working with R Mo Diversity Solutions to develop a digital library of over 1,000 diverse suppliers. Through it’s relationship with CDW, R Mo Diversity Solutions is seeing their business model expand. “Kristin Malek treats small businesses with respect, gives them value, and helps them to grow. She is very
encouraging and responsive. Since starting my relationship with CDW and Kristin Malek, I have begun developing a new product for my corporate partners that ensures more
suppliers are certified and geared for their business
growth.”
- Ranjani Mohana, Founder, R Mo Diversity Solutions
2019 SUPPLIER DIVERSITY ECONOMIC IMPACT
To ensure our customers always achieve their goals for supporting small, diverse businesses, we work closely with our suppliers. Becoming certified can be a long and arduous process. When we noticed that maintaining certification was an obstacle for some of our suppliers and threatened the resiliency of our supply chain, we looked for solutions
R Mo Diversity Solutions helps CDW suppliers secure certification and recertification to protect the integrity of our supply chain. .
27 Minority and Women
Business Enterprise
CDW Supplier Since: 2019
Protecting Your Investments
Creating Opportunities for Suppliers
Many CDW suppliers often target
only specific sectors. This narrow
focus limits their potential to the
customers who can benefit from
their solution.

CDW works in the public, private,
nonprofit, education, and
healthcare sectors. To secure the
best solutions for all our
customers, we empower our Tier 1
diverse suppliers to make cross-
sector transitions. We have helped
suppliers transition from servicing
only the government sector to also
selling to the private sector. CDW
opens doors for these businesses
by providing education, training,
and introductions to expand their
customer base.

Our customers benefit
immediately from these improved
procurement options.
2019 SUPPLIER DIVERSITY ECONOMIC IMPACT
CDW takes every opportunity to create openings for our suppliers to grow their businesses. We challenge our suppliers to think outside the box and beyond the sector that they initially targeted. This provides new avenues for growth, creates jobs, and increases profits. It also helps CDW build a more resilient supply chain.

Empowering Diverse Suppliers to Serve All CDW Clients
28 Accomplishments and the Future
2019 SUPPLIER DIVERSITY ECONOMIC IMPACT 29
Supplier Diversity Team Awards and Recognition
Billion Dollar Roundtable
Excellence in Supplier Diversity
CDW achieved membership in the Billion Dollar
Roundtable for procuring more than $1 billion
annually from minority- and women-owned
businesses on a first-tier basis. This reflects
CDW’s strong commitment to ensure a diverse
and inclusive supply chain.

US Veterans Magazine Best of the
Best Supplier Diversity Program
CDW as a 2019 Best of the Best in Supplier.

Diversity out of over 350 organization. The goal
of the U.S. Veterans Magazine annual evaluation
is to encourage active outreach and diversity
policies among corporations and government
agencies. The lists were compiled from market
research, independent research, diversity
conference participation and survey responses.
2019 SUPPLIER DIVERSITY ECONOMIC IMPACT 30
Celebrating Membership in
The Billion Dollar Roundtable
An Annual $1 Billion Commitment
The Billion Dollar Roundtable was
created in 2001 to drive supplier
diversity excellence through best
practice sharing and thought
leadership. The BDR recognizes and
celebrates corporations that
achieved spending of at least $1
billion with minority and womanowned suppliers.

Thought Leadership
The BDR promotes and shares best
practices in supply chain diversity
excellence through the production
of white papers. In discussions, the
members review common issues,
opportunities and strategies.

The BDR encourages corporate
entities to continue growing their
supplier diversity programs by
increasing commitment spending
levels each year.

CDW celebrated the procurement of more than $1 billion in 2019 from minority- and women-owned businesses on a first-tier basis. This milestone unlocked our membership in the Billion Dollar Roundtable.

CDW joined an exclusive group of only 28 other companies such as Walmart, CVS Health, Apple, Dell, IBM, and Microsoft.
2019 SUPPLIER DIVERSITY ECONOMIC IMPACT 31
“A diverse supplier base enables CDW to
contribute to the economic well-being of all
segments of the U.S. population. We
recognize that partnering with suppliers who
provide a diverse set of ideas – in addition
to delivering support, goods and services –
creates a significant competitive advantage
for CDW and our customers. We are honored
to have reached this important milestone
and look forward to continuing our work
leading, influencing and shaping supplier
diversity excellence.”
Dave Hutchins
Vice President, Strategic Programs, CDW
Sourcing More Suppliers, Investing
More Resources, Creating More Jobs
Although CDW has been spending over
$1 billion with small and diverse
businesses since 2014, we continue to
add new small and diverse partners. The
biggest benefit of the strength of our
program has been the opportunity to
share our growth with diverse
businesses. It creates a win-win-win
situation for our customers, our diverse
partners, and for us. Our customers win
because we’re able to deliver diverse
solutions, diverse suppliers win when
they secure opportunities to grow, and
we win because we are playing a role
facilitating this interaction.
“I look for ways throughout the organization to create awareness and include diverse suppliers. My vision is for supplier diversity not to have to be a thing— just the way we do business. While we have more work to do, I’m incredibly proud of the $2-plus billion we spend with diverse suppliers every year.” Stephanie Santander, Director, Program and Contracts, CDW 2019 SUPPLIER DIVERSITY ECONOMIC IMPACT 32
Streamlining Business
Business runs smoother when
processes are streamlined. That’s
why CDW is working to make finding
solutions and choosing suppliers as
easy as possible.

CDW is building a digital library of
over 1,000 CDW diverse suppliers.

Through our supplier diversity
program, we envision a future that
provides economic empowerment
and where CDW has a better a
powerful impact in the communities
we serve.

The Future Is Even Brighter
Partner with CDW,
Meet Your Goals, Make a Difference
Partnering with us means achieving your company goals and increasing your access to more diverse and innovative suppliers. It means genuinely changing the lives of the people in your community and the communities you do business.

It is more than reports and data, its people and their kids, education and local investment, a higher quality of life for the people you work with and their paying it forward. It’s the ability to invest in a brighter future for everyone.
“We are creating solutions that foster more equality in the supply chain.

For CDW, it is about having a meaningful impact. We know when we invest in small and diverse businesses, we have the opportunity to drive job creation and to create a lasting economic empowerment in the community.”
Kristin Malek
Senior Manager Supplier Diversity, CDW
2019 SUPPLIER DIVERSITY ECONOMIC IMPACT 33
Economic impact modeling is a standard tool used to quantify the economic contribution of an investment or company. This modeling uses an “Input-Output” economic model to estimate the number of times each dollar of “input,” or direct spending, cycles through the economy in terms of “indirect and induced output,” or additional spending, personal income, and employment.1 There are several Input-Output models used by economists to estimate multiplier effects. supplier.io employed the IMPLAN input-output model in developing estimates of spending, income and employment impacts. This model, initially developed by the U.S. Department of Agriculture, examines inter-industry relationships in local, regional, and national economies.

An Input-Output model uses a matrix representation of a nation’s interconnected economy to calculate the effect of changes in spending by consumers, by an industry, or by others, on other industries and the entire economy. This matrix representation and the related InputOutput tables ultimately measure “multiplier effects” of an industry by tracing the effects of its inter-industry transactions – that is the number value of goods and services that are needed (inputs) to produce each dollar of output for the individual sector being studied. In essence, an Input-Output model is a table which shows who buys what from whom in the economy.2 This report is based on an analysis of data provided by CDW using IMPLAN’s Input-output multipliers, and the supplier diversity information in supplier.io’s database of nearly 1.6 million active certifications.

ABOUT SUPPLIER.IO
SUPPLIER.IO is redefining supplier diversity solutions. By providing comprehensive, accurate data in near real time, we help our customers get information they need to grow their supplier diversity program. To learn more, visit https://supplier.io.

References:

1. US Government Revenues:
http://www.usgovernmentrevenue.com/total_2014USr
t_17rs1n

2. United States GDP:
http://www.tradingeconomics.com/united-states/gdp
supplier.io
Appendix: Economic Impact Modeling
34 30
Region 4 ESC Technology Solutions, Products and Services RFP CDW Government LLC Attachments January 19, 2021
Attachment C – Manufacturer Line Card
A
Absolute Software
AccessData
ACD Systems
Acer
Acronis
Actifio
Actiontec
Adaptec
Addonics
Adesso
Adobe
ADTRAN
Advanced Media
Services
AeroScout
Airtame
Alcatel
Internetworking
Alera Technologies
Allied Telesis
Alsoft
Altec Lansing
Altova
Aluratek
Amazon
Ambir Technology
AMD
American
Microsystems
Amphenol
Antec
Anywhere Cart
APC
Apex
APG Cash Drawer
Apple
Applied CRM
Solutions, Inc.

AppSense
AppSpace
Apricorn
Aptris
Arbor Networks, Inc.

Arcana Networks
Arcserve
Arctic Wolf
Ardham Technologies
Areca
Arecont
Arlington Imaging
Supplies
Armoractive
Array Networks
Arrosoft Solutions
Arxscan
Ascom
ASI System
Integration
Asurion
ASUS
AT&T
ATC Tech Solutions
Atech Technologies
ATEN Technologies
Atlantic Digital
Atlas Sound
Atlona
ATP Electronics
ATTO Technology
Audiocodes
Audio Enhancement
Audio Visual
Innovations
Aurora Systems
Consulting
Autodesk
Automated Systems
Consulting
Avaya
AvePoint
AVer Information
Avery Dennison
AVG Tehnologies USA
Avid
Avizia
Avnet Services
Avocor
Avteq
Axiohm
Axiom
B
B&B Electronics
B2GNow
Babel Street
Baer Consulting
BAFO Technologies
Balt, Inc.

Barco
Bare Bones Software
Barracuda Networks
Barrister Global
Services Network
Battery Biz
Battery Technology
Bay Tech
BCDVideo
Beam Mobile
Belden
Belkin
Benq Peripherals
Berk-Tek
Best Data Product
Betis Group
BeyondTrust
BIC Corp
BigHand
Big Tin Can
Binary Tree
Bitdefender
Bitglass
BitTitan
Bixolon
Biz Technology
Solutions
Black Box
Blackhawk Data
Blink ITS
BlueBeam
BlueBeam Software
BlueBird
Blue Cat Networks
Blue Chip
Blue Chip Cloud
Bluefin
BMC Software
Bogen
Bomgar
Bosch
Bose
Bouncepad
Box.com
Boxx
Brady Industries
Brainstorm
Breezie
Brenthaven
Bretford
BridgeWave
BrightSign
BRIMY
Broadcom
Brocade
Brooks Power
Systems
Brooktrout
Brother
Brothers Integrated
Tech
Bucher + Suter
Buffalo Technology
BuMat
Business Source
BUSlink
Bytecc
C
CA Technologies
Calabrio
Calero Software
Califone
Camali Corp
Canon
Canvas
Capella Technologies
Capsa Rubbermaid
Carahsoft Services
Carbon Black
CarbonHelix
Carbonite
Cardett Associates
Carousel Industries
Cascade Computer
Maintenance
Case Logic
Casio
CATDV
CDO Technologies
CDW
CDW Services
Celestix
Cellular Services
Centerline
Communications
CentraComm
Communications
WE GET HAVING CHOICES.
800.800.4239 | CDW.com
Centricist
Centrify
Century Software
Certero
Cetecea
Chatsworth Products
Check Point
Software
Chef
Chelsio
Chenbro
Cherry
Chief
Chip PC Industries
Christie Projectors
Ciena
Cinemassive
CipherLab
Cisco
Citizen America
Citrix
ClassLink
ClearCube
Technology
ClearOne
Clearswift
ClearVision AV
Clinton Learning
Solutions
Cloudbees
Cloudian
CloudGenix
CloudPhysics
Clover Imaging Group
CMS Peripherals
C-nario
Coby Electronics
Code Scanners
Code42
CODI Notebook
Cases
Cofense
Cognitive Receipt
Printes
Cohensity
Columbitech
Column Technologies
Commercial Telecommunications
Comm-Link DHP
Commvault
Communication
Consulting
Communications
Installation
Comnet
Communications
ComponentOne
CompuLink
CompuWare
ComStar
Comtrade
ComTrend
Comtrol
Concanon
Condusiv
Technologies
Conen
ConnectPro
ConsultX
Contemporary
Computer Services
Content Keeper
Content Watch
Contex
Conti Electric
Contour Design
Coplogic
Core BTS
Corel
Corning
Corporate IT
Solutions
Corsair
Cortelco
Cost Management
Group
CPI
CP Technologies
Cradlepoint
Crane Payment
Innovations
Creative Labs
Crestron
CRG
Criticom
Crow Communication
CrowdStrike
Crown Supply
CRU
CRU-DataPoint
Crunchy Logistics
Crystal Group
Crystal Point
CTA Digital
CTL
CUE
Cumulus Networks
Custom Computer
Specialists
Customer Owned
Products
Cyber Acoustics
CyberArk
Cyberdata
CyberDefense
Technologies
Cybernetics
Cybernet
Manufacturing
CyberPowerPC
Cylance
D
DAMAC
Datacal Enterprises
Datacard
DataCom Wireless
DataCore
Data Dynamics
DataLocker
Datalogic
DataMation
DataOn
Datasouth
DataVac
Datawatch
DataVizion
Datrium
DC Value Added
Service Tech
DCC, Inc.

DDD
Dell
Delphix
Denso
Design Science
DETTO Technologies
DeviceLock
Dewalt
DewPoint
Dialogic
Diamanti
Diamond Multimedia
Diehl Graphsoft
DigiCert
Digi International
Digital Guardian
Digital Networks
Digital Products
Digital Storage
Works
Digium
Directions Training
Distribution
Management, Inc.

Diviad Network
Solutions
Dixon Ticonderoga
DJI
D-Link
Docker
DocsCorp
Dolby
Double Take/Vision
Solutions
Doublesight Displays
Draper
Drobo
Dropbox
Druva
DTEN
DT Research
Duracell
DustShield Computer
Enclosures
DyKnow
DYMO
Dyntek
E
E2Campus
Eaton
Ebry IT
Edge-Core
EDGE Tech Corp
Edgewave
EDP
Educational
Collaborators
Edu Tek Limited
Egain
Egnyte
EIZO Nanao
WE GET WANTING THE BEST SOLUTIONS.
800.800.4239 | CDW.com
Ekahau
Elastic
Electro-Voice
Elite Screens
Elmers Products
ELMO Projectors
Elo Touch Solutions
Embarcadero
Technologies
emFAST
Emobilepos
Emulex
Endrun Technologies
Energizer
Enfocus
EnGenius
Enovate Medical
ENS
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Technologies, Inc.

HighPoint
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& Mobility
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HP Inc.

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IBM
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Group
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Industrial Rack
WE GET OPTIONS OPEN UP OPPORTUNITIES.
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Industry Weapon
Infinite Peripherals
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J
Jabra
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Jensen Tool
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Joan
Johnson Controls, Inc.

Jolly Green Giant
Jo-Ro Manufacturing
Company
Juniper Networks
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Just Lamps
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K
Kajeet, Inc.

Kanguru Solutions
Kano PC
Kantek, Inc .

Kaspersky Lab
KBS Computer
Services
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Kenneth Cole
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M&B Machine
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Media Four
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Mitel
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Mojo Networks
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Morgen Industries, Inc.

Morpheus Data
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N4mative
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Netig
Net It On
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NETQ Multimedia
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NetScout
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Network Automation
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Services
Network Design, Inc.

Network Instruments
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NewTek
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Objective Interface
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Paessler
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Qlik
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R
Rad Direct
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Safari Montage
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ScienceLogic
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Segovia
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Services
SmartDraw
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Maintenance SVCS
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Sophisticated Systems
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SoundTrap
SourceCode-K2
Source Imaging
Products
Source Technologies
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Spanning Cloud
Specialty Products
of Virginia
Speck Products
Spectra Logic
Spectralink
Spectrum Industries
Splunk
Sport View
Televisionorate
Sprint
SPSS Software
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SSH
Stage Front Lighting &
Theatrics
Star Micronics
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T
Tableau
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Tally Printers
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Corp
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Traversa Solutions
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Semiconductor Co.

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TYAN
U
Ubiquiti
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Uniden
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Unknown
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V
V3 Gate
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Varonis

VARIDESK

VARIZOOM
VBrick
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Veeam
VEHO
Velaspan
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Verbatim
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VERTIV
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Videolarm
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(Syncsort)
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W
Wachter Network
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Workshare
Wowza
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X
Xante
Xerox
XFX
Xogo
Xteoma
Xtreme Accessories
XYZ
Y
Yamaha
YeaLink
YPDF
Yuneec
Z
Zagg
Zcover
ZDI
ZEBEX
Zebra Technologies
ZeeVee
Zerto
Zimbra
Zimperium
ZixCorp
Zoom
Videoconferencing
ZOTAC
Zscaler
ZyXEL USA
MKT45514
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Region 4 ESC Technology Solutions, Products and Services RFP CDW Government LLC Page 57 of 73 01/19/2021
All information and documents hereby submitted in response to the Request for Proposal/Quote (“RFP/RFQ”) furnished by Customer Name are the Proprietary and Confidential property of CDW Government LLC (“CDW•G”).
© CDW Government LLC 2021
Tab 4 – Qualification and Experience
i. Provide a brief history of the Offeror, including year it was established and corporate office location.

CDW Government LLC is the wholly-owned subsidiary of
CDW LLC. Our customer base is quite diverse, ranging from state and local government, federal, healthcare, K-12 and higher education. A Fortune 500 company with multi-national capabilities, CDW was founded in 1984 and employs more
than 10,000 coworkers. We have an expansive network of
offices near major cities and a large team of field coworkers across the United States.

CDW debuted on the Fortune 500 in 2001, at No. 435. CDW’s rise in the rankings highlights its sustainable, profitable growth over the years, from $4 billion in sales in 2001 to over $18 billion in 2019. CDW now ranks at number 178 on the FORTUNE 500 list for 2020. CDW ranks at No. 5 on CRN’s 2020 Solution Provider 500 list.
ii. Describe Offeror’s reputation in the marketplace.

CDW goes to market with a series of sustainable competitive advantages developed during 35+ years of delivering technology to customers. Each is powerful on its own, but the combination of these interconnected advantages makes it hard for others to replicate CDW’s success.

CDW•G’s success has been driven by the interconnection of unique competitive advantages: our scale and scope, performance-driven culture, highly skilled sales and services capabilities, robust distribution facilities, and established international presence.

CDW QUICK FACTS
 Headquarters: Vernon Hills, IL
 2019 Annual Net Sales: $18.0B
 # of Coworkers: ~10,100
 # of U.S. Sales Offices: 26
 # of Customers: 250,000+
 Fortune 500 Rank (2020): 178
Region 4 ESC Technology Solutions, Products and Services RFP CDW Government LLC Page 58 of 73 01/19/2021
All information and documents hereby submitted in response to the Request for Proposal/Quote (“RFP/RFQ”) furnished by Customer Name are the Proprietary and Confidential property of CDW Government LLC (“CDW•G”).
© CDW Government LLC 2021
The more technology changes, the greater the opportunity for CDW•G to deliver value to its customers and vendor partners. CDW•G continually evolves to take advantage of the accelerating changes in IT. CDW•G has successfully transformed from primarily a technology products seller to an integrated technology solutions provider, ensuring it can continue to help customers navigate an increasingly complex IT market.

Our current competition includes:
• Resellers, such as Computacenter, Connection, ePlus, Insight Enterprises, NTT, Presidio, SCC, Softchoice, World Wide Technology and many smaller resellers; • Manufacturers who sell directly to customers, such as Adobe, Apple, Dell EMC, HP Inc. and Hewlett Packard Enterprise;
• Large service providers and system integrators, such as Accenture, Dell EMC, Hewlett Packard Enterprise and IBM;
• Communications service providers, such as AT&T, CenturyLink and Verizon; • Cloud providers, such as Amazon Web Services, Google and Microsoft; • E-tailers, such as Amazon and Newegg; and
• Retailers (including their e-commerce activities), such as Office Depot and Staples.

We believe we are well positioned to compete within this marketplace due to our competitive advantages. We expect the competitive landscape to continue to evolve as new technologies are developed. While innovation can help our business as it creates new offerings for us to sell, it can also disrupt our business model and create new and stronger competitors.

We believe we have sustainable competitive advantages that differentiate us in the marketplace.

We have built a strong sales organization and deep services and solutions capabilities over time and expect to continue to invest to enhance these capabilities, which we believe when combined with our competitive advantages of scale and a performance driven culture, will help drive sustainable, profitable growth for us today and in the future. Our scale enables us to have a national and international footprint, as well as invest in resources to meet specific customer endmarket needs. Our sellers are organized around unique customer end markets that are both vertically and geographically focused. Our scale enables our ability to invest in technical coworkers who work directly with our sellers to help customers implement increasingly complex IT solutions. Our scale also enables us to operate our three distribution centers (two in the US and one in the UK), which combined are more than 1 million square feet in size. We have crossborder relationships that enable us to serve the needs of our US, UK and Canadian-based customers in more than 150 countries. Our strong, execution-oriented culture is underpinned by our compensation system.

Our hardware products include notebooks/mobile devices (including tablets), network communications, desktop computers, video monitors, enterprise and data storage, and other hardware. Our software products include application suites, security, virtualization, operating systems and network management. Our services include warranties, managed services, consulting design and implementation. IT is critical to both "run the business" and drive greater growth and productivity.

To help our customers accomplish this, we have built a robust portfolio of solutions across data center, digital workspace, security, virtualization and services that we provide in physical, virtual, or cloud-based environments.

We provide public cloud solutions, which reside off customer premises on a public (shared) infrastructure, and private cloud solutions, which reside on customer premises. We also offer Region 4 ESC Technology Solutions, Products and Services RFP CDW Government LLC Page 59 of 73 01/19/2021
All information and documents hereby submitted in response to the Request for Proposal/Quote (“RFP/RFQ”) furnished by Customer Name are the Proprietary and Confidential property of CDW Government LLC (“CDW•G”).
© CDW Government LLC 2021
hybrid cloud solutions that deliver the benefits of both public and private solutions. Our migration, integration and managed services offerings help our customers simplify cloud adoption, as well as the ongoing management of cloud solutions, across the entire IT lifecycle. Dedicated Cloud Client Executives work with our customers to architect cloud solutions meeting their organizational, technology and financial objectives.

We offer a broad portfolio of integrated solutions that include the following on and off-premise capabilities:
• Data Center: We assess our customers application infrastructure need, design flexible, resilient and efficient solutions and manage the solution throughout its lifecycle. Our broad portfolio of hardware and software products, encompassing both on and offpremise solutions, enables us to provide well-integrated solutions, including converged and hyperconverged infrastructure, physical and virtualized servers, software defined automation and orchestration solutions, hybrid storage and energy-efficient power and cooling.
• Digital Workspace: We build end-to-end solutions that deliver access to applications that improve our customers' productivity regardless of device or location. We connect our customers' physical devices, including laptops, desktops, IP Phones, mobile devices and print systems. We utilize collaboration solutions to unite applications via the integration of products that facilitate the use of multiple enterprise communication methods including email, persistent chat, social media, voice and video. We also host cloud-based collaboration solutions. Our solutions provide the tools that allow our customers' employees to share knowledge, ideas and information among each other and with clients and partners effectively, securely and quickly.
• Security: We assess our customers' security needs and provide them with risk mitigation tools and services. Product design, architecture and implementation can take the form of hardware, software or Software as a Service. These tools and services are provided across a multitude of categories such as: endpoint security, email security, web security, intrusion prevention, authentication, firewall, virtual private network services and network access control. Security consulting engagements include security assessment, policy and procedure gap analysis, security roadmaps and health checks. • Virtualization: We design and implement server, storage and desktop virtualization solutions. Virtualization enables our customers to efficiently utilize hardware resources by running multiple, independent, virtual operating systems on a single computer and multiple virtual servers simultaneously on a single server. Virtualization also can separate a desktop environment and associated application software from the hardware device that is used to access it and provides employees with remote desktop access.

Our specialists assist customers with the steps of implementing virtualization solutions, including evaluating network environments, deploying shared storage options and licensing platform software.
• Services: We advise, architect and manage integrated business technology for our customers. Our solutions include integrated cloud, collaboration, data center, mobility and security business technology, from the physical to the application layer. We provide advisory, architectural and managed services across basic, discrete and integrated business technology solutions. We leverage best-in-class partner technology platforms to seamlessly architect and manage disparate IT platforms into integrated business technology solutions.

CDW•G’s solutions include design, implementation and ongoing management and support.

Continuous transformation, which includes the addition of field sellers, technology specialists Region 4 ESC Technology Solutions, Products and Services RFP CDW Government LLC Page 60 of 73 01/19/2021
All information and documents hereby submitted in response to the Request for Proposal/Quote (“RFP/RFQ”) furnished by Customer Name are the Proprietary and Confidential property of CDW Government LLC (“CDW•G”).
© CDW Government LLC 2021
and advanced services engineers and extensive services capabilities, means that CDW is uniquely positioned to capitalize on the key technology drivers of today and tomorrow. iii. Describe Offeror’s reputation of products and services in the marketplace.

Total Solutions
CDW offers a full range of products and services that enable your organization to develop the best total solution to meet your specific needs while attaining the most value for your organization. CDW provides expert consulting, design, configuration, installation, and lifecycle management services. Our offerings are extremely comprehensive Region 4 ESC Technology Solutions, Products and Services RFP CDW Government LLC Page 61 of 73 01/19/2021
All information and documents hereby submitted in response to the Request for Proposal/Quote (“RFP/RFQ”) furnished by Customer Name are the Proprietary and Confidential property of CDW Government LLC (“CDW•G”).
© CDW Government LLC 2021
Customer-Focused Philosophy
CDW continues to maintain the strong
customer focus that has been the key to
our success. We adhere to a core
philosophy known as the CDW Circle of
Service, which means that everything we
do revolves around you – the customer. It
drives us to provide outstanding customer
service and the best value. Our objective
is to have Region 4 ESC view us as a
valuable extension of your IT staff. We
seek to achieve this goal by providing
superior customer service through our
large and experienced sales and service
delivery teams. Our Market Research
Team works with a third-party research
firm to measure customer loyalty and
satisfaction through customer surveys.

Strengths, Best Practices, and Value
By aligning with CDW, your organization can take advantage of our strengths, best practices, and value-added services. Highlights include:
• Experienced account team supports your day-to-day IT needs and also helps develop appropriate strategies for future product and service needs. • Value-added presales consulting resources ensure solutions are tailored to meet your operational and budgetary requirements.
• Strong partnerships with vendors enable us to provide technology roadmaps, quick responses to questions, and competitive pricing.
• On-line procurement capabilities streamline and standardize purchasing as well as support flexible reporting and improved decision making. • Two large ISO 9001 certified distribution centers, efficient inventory management capabilities, and distribution channel partnerships result in quick product turnaround. • Highly trained and experienced technicians provide pre-shipment configuration services and quality assurance checks to maximize productivity.
• Flexible logistical capabilities accommodate standard or urgent delivery. • Our breadth and depth of capabilities enables us to deliver a streamlined and costeffective total solution from planning to ongoing management. • CDW’s business model provides local and nationwide support. • Our financial strength and leadership will enable us to continue supporting Region 4 ESC with leading-edge technology solutions.

Large Onsite Inventories
CDW has two large strategically located distribution centers controlled by a state-of-the-art Warehouse Management System (WMS) that ensures speed and accuracy throughout the order fulfillment and distribution processes. CDW has a 450,000-square-foot distribution center located at our headquarters in Vernon Hills, IL and a 513,000-square-foot distribution center located in North Las Vegas, NV. These locations facilitate quick distribution of products to our growing customer base throughout the country. The Vernon Hills (VH) distribution center focuses on CDW Circle of Service
Region 4 ESC Technology Solutions, Products and Services RFP CDW Government LLC Page 62 of 73 01/19/2021
All information and documents hereby submitted in response to the Request for Proposal/Quote (“RFP/RFQ”) furnished by Customer Name are the Proprietary and Confidential property of CDW Government LLC (“CDW•G”).
© CDW Government LLC 2021
distributing products to customers east of the Mississippi River while the Las Vegas (LV) distribution center primarily serves the western part of the United States.

CDW holds of inventory, on average, in our
two CDW-owned distribution centers that total
almost 1M square feet. Our ISO 9001, 14001 and
28000 certified strategically located distribution
centers provide speed, accuracy, and excellent
geographic coverage across the United States.

We have access to more than 100,000 top brandname products from more than 1,000 leading manufacturers.

Due to the size of our facilities that span four levels of storage and three level picking modules, forklifts are required to stock and pick products as needed. Our product lineup includes desktops, notebooks, servers, peripherals, networking and communications equipment, software, accessories, plotters, network printers, desktop printers, and print supplies. CDW offers everything your IT operation could possibly need – from enterprise solutions to mouse pads.

CDW Configuration Services Overview
IT teams face constant pressure to increase productivity while keeping costs low. That’s why CDW is with you every step of the way, from assessing your environment and long-term objectives to designing and implementing a custom solution to meet your needs. We offer a wide variety of configuration services to make IT implementations easier and help you meet the demands of your business, including project management oversight — a vital service for large deployments.

Hardware Configuration
CDW's highly trained and certified technicians can configure your hardware before it ships.

There's no downtime, wasted resources or need to hire outside consultants. We'll help you save time and money with the configuration solution that meets your needs, including:
• End-user hardware installations, including desktops, laptops and printers • Pre-shipment configuration for server and storage equipment • Remote configuration for networking and storage equipment Software Configuration Management and Computer Imaging
We can configure your operating system, custom BIOS and/or software settings to any piece of equipment before shipment. By letting us handle repetitive software configurations before your order ships, you'll save time with new system rollouts. We offer:
• Computer imaging services: We can preload your custom images onto systems before they ship.
• VPN configuration services: With a static IP address and proprietary VPN connection, you can update images on the fly.
• iOS and Android configuration: We'll customize your iPad or Android deployments by loading apps, settings or customized content.

Region 4 ESC Technology Solutions, Products and Services RFP CDW Government LLC Page 63 of 73 01/19/2021
All information and documents hereby submitted in response to the Request for Proposal/Quote (“RFP/RFQ”) furnished by Customer Name are the Proprietary and Confidential property of CDW Government LLC (“CDW•G”).
© CDW Government LLC 2021
Custom Turnkey Solutions
We'll ensure your new technology is ready to go when it arrives to help you save time and money. You can feel
confident that your new technology is properly customized, integrated, tested and ready to deploy "out of the box" as soon as it's delivered.

We can help with:
• Joining client systems to your domain over VPN
• Custom BIOS and firmware upgrades
• Data capture for pre-staging on your network
• Custom inserts with clear instructions for users
IT Asset Management
Keeping track of your IT infrastructure can be difficult, but our customized asset tagging makes it simple. We can label
every piece of hardware with a unique asset number, which can be easily tracked online in your Account Center. This not only standardizes your physical inventory, but also enhances tracking capabilities, along with reducing the possibility of theft or loss.

We offer:
• Custom asset tagging based on your current system or one we help you devise • Enhanced barcode tracking for easy inventory management • Custom engraving and laser etching for laptops, tablets and more Custom Packaging and Simplified Distribution
With our custom packaging and distribution services, you can eliminate the clutter of extra boxes and receive your new IT equipment packaged, labeled and consolidated for ease of delivery at your dock. We can simplify delivery with:
• Palletization: Allows you to receive your entire order in one shipment
• Kitting: We'll bundle your items together and ship
kitted boxes to multiple destinations
• Labeling: We'll label packages with vital information for easy routing and tracking Remote Configuration Services
CDW’s highly skilled and certified engineers can remotely deploy multivendor firewall, router and switch configurations.

We'll configure this hardware from one of our two state-of-theart Configuration Centers before shipment and complete final settings and hardening after delivery via a secure connection.

Services include customized installations for:

Region 4 ESC Technology Solutions, Products and Services RFP CDW Government LLC Page 64 of 73 01/19/2021
All information and documents hereby submitted in response to the Request for Proposal/Quote (“RFP/RFQ”) furnished by Customer Name are the Proprietary and Confidential property of CDW Government LLC (“CDW•G”).
© CDW Government LLC 2021
• HP, Cisco, Dell and Aruba switches
• Cisco wireless LAN controllers
• Cisco IronPort web and email security
• Cisco ASA with FirePOWER® and F5 BIG-IP® LTM configurations • Citrix XenApp®, Xen Desktop® and NetScaler® Gateway™ solutions • FortiGate, SonicWall and Palo Alto appliances
iv. Describe the experience and qualification of key employees.

Region 4 ESC Technology Solutions, Products and Services RFP CDW Government LLC Page 65 of 73 01/19/2021
All information and documents hereby submitted in response to the Request for Proposal/Quote (“RFP/RFQ”) furnished by Customer Name are the Proprietary and Confidential property of CDW Government LLC (“CDW•G”).
© CDW Government LLC 2021
v. Describe Offeror’s experience working with the government sector.

CDW·G is the wholly owned subsidiary of CDW LLC that focuses on the public sector, including federal, state, and local government agencies, educational institutions, and healthcare facilities.

With over 200 government and education contracts, we are the nation’s largest direct response provider of multi-brand technology products and services. vi. Describe in detail what level of assistance will be provided to a Participating Agency to secure e-rate funding. Identify how much effort will be required in obtaining this funding. Specify the services available to the agency for project planning, specialized program assistance, and other services provided to the agency dealing with the e-rate program.

We focus on building strong relationships with our public sector customers by leveraging our knowledgeable account managers and technical specialists to provide extensive pre- and postaward support. Our experts lead the industry in public-sector customer service and product knowledge, directly benefitting the officers, administrators, and staff of our public safety customers.

Based upon both exponential growth within the Public Sector market and accolades from our OEM partners, CDW•G has continued our investments into resources to support our customers nationwide. Those resources include our Business Development team, which consists of former educators and classroom technology specialists whose primary focus is helping our customers implement solutions attuned to the needs of IT, leadership, and curriculum. These solutions are created with realistic budget constraints in mind, often in conjunction with E-Rate funding initiatives, led by Learning Environment Advisors (LEAs) advising on the top issues in the changing 21st century classroom environment.

Credentials and Certifications
CDW·G holds several ISO certifications, including 9001:2008. Our 9001:2008 certificate of registration covers a scope of sales, configuration, repair, and support of computer and related technology. Our 14001:2004 certificate of registration includes environmental activities related to Region 4 ESC Technology Solutions, Products and Services RFP CDW Government LLC Page 66 of 73 01/19/2021
All information and documents hereby submitted in response to the Request for Proposal/Quote (“RFP/RFQ”) furnished by Customer Name are the Proprietary and Confidential property of CDW Government LLC (“CDW•G”).
© CDW Government LLC 2021
product/service management, inventory control, shipping, customer service, returns management, and receiving computers and related technologies (excluding the office, cafeterias, and lessee areas).

A Powerful E-Rate Partner
CDW•G is proud to have participated in E-Rate Projects for Category 2 since 1998, when our company was founded. During that time, we have been awarded over in total equipment delivered to schools throughout the United States. Due to our streamlined and best-practice system of checks and balances, we have never lost funding for a school, as substantiated by countless audits. Our dedicated E-Rate invoice team ensures expert handling of both BEAR and SPI E-Rate invoicing.

E-Rate Program Management
David White, Program Manager, and Amy Passow, E-Rate Specialist, offer public sector entities their knowledge, assistance, and advisement on E-Rate matters, including but not limited to Program compliance and adherence. Mr. White prepares contract deliverable reports and makes modifications, as necessary, including price reductions, additions, discontinued products, replacements, and version changes. He ensures that price and supply agreements are in place from award through completion and that the E-Rate bidding, ordering, invoicing, and funding are all seamless and easy for entities to complete.

Ms. Passow ensures CDW•G is working with E-Rate applicants in compliance with rules and regulations throughout the process. She advises on the appropriate engagement before and after Form 470 filings and works with our operations teams to ensure E-Rate ordering, invoicing, and delivery are compliant; additionally, Ms. Passow assists applicants with PIA reviews and preparation of Item 21 Forms as part of the Form 471 process. vii. Describe past litigation, bankruptcy, reorganization, state investigations of entity or current officers and directors.

As of the date of submission, and to CDW•G's knowledge and belief, CDW•G is not currently involved in any litigation involving customers, competitors, or employees which, if adversely adjudicated, would have a material adverse impact on CDW•G’s ability to perform its obligations under an awarded contract.

As of the date of submission, and to the best of our knowledge and belief, CDW•G has not filed a petition for bankruptcy or reorganization due to financial hardship.

Region 4 ESC Technology Solutions, Products and Services RFP CDW Government LLC Page 67 of 73 01/19/2021
All information and documents hereby submitted in response to the Request for Proposal/Quote (“RFP/RFQ”) furnished by Customer Name are the Proprietary and Confidential property of CDW Government LLC (“CDW•G”).
© CDW Government LLC 2021
References
viii. Provide a minimum of 10 customer references relating to the products and services within this RFP.

Include entity name, contact name and title, contact phone and email, city, state, years serviced, description of services and annual volume.

Region 4 ESC Technology Solutions, Products and Services RFP CDW Government LLC Page 68 of 73 01/19/2021
All information and documents hereby submitted in response to the Request for Proposal/Quote (“RFP/RFQ”) furnished by Customer Name are the Proprietary and Confidential property of CDW Government LLC (“CDW•G”).
© CDW Government LLC 2021
Region 4 ESC Technology Solutions, Products and Services RFP CDW Government LLC Page 69 of 73 01/19/2021
All information and documents hereby submitted in response to the Request for Proposal/Quote (“RFP/RFQ”) furnished by Customer Name are the Proprietary and Confidential property of CDW Government LLC (“CDW•G”).
© CDW Government LLC 2021
Region 4 ESC Technology Solutions, Products and Services RFP CDW Government LLC Page 70 of 73 01/19/2021
All information and documents hereby submitted in response to the Request for Proposal/Quote (“RFP/RFQ”) furnished by Customer Name are the Proprietary and Confidential property of CDW Government LLC (“CDW•G”).
© CDW Government LLC 2021
ix. Provide any additional information relevant to this section.

Region 4 ESC Technology Solutions, Products and Services RFP CDW Government LLC Page 71 of 73 01/19/2021
All information and documents hereby submitted in response to the Request for Proposal/Quote (“RFP/RFQ”) furnished by Customer Name are the Proprietary and Confidential property of CDW Government LLC (“CDW•G”).
© CDW Government LLC 2021
Tab 5 – Value Add
i. Provide any additional information related to products and services Offeror proposes to enhance and add value to the Contract.

As demonstrated by this response to Region 4 ESC’s Technology Solutions, Products and Services RFP, CDW•G is fully capable of completing and managing the Scope of Work in this new contract. We are confident in this because we have been successfully managing the Region 4 ESC contract (R160201) for the last 5 years. By awarding CDW•G this new contract, Region 4 ESC will have a seamless, no interruption transition from the current contract. The team currently in place will remain in place to serve Region 4 ESC, which means our team is already familiar and accustomed to working with of Region 4 ESC. CDW•G also held the National IPA contract before it became OMNIA, giving our teams more foundation and experience.

In addition to the current Technology Solutions, Products and Services contract, CDW•G currently holds and manages a total cloud solutions contract (R0107100) for Region 4 ESC Region 4 ESC Technology Solutions, Products and Services RFP CDW Government LLC Page 72 of 73 01/19/2021
All information and documents hereby submitted in response to the Request for Proposal/Quote (“RFP/RFQ”) furnished by Customer Name are the Proprietary and Confidential property of CDW Government LLC (“CDW•G”).
© CDW Government LLC 2021
Tab 6 – Additional Required Documents
(Appendix C)
a. Acknowledgement and Acceptance of Region 4 ESC’s Open Records Policy Appendix C, Doc #1
b. Antitrust Certification Statement (Appendix C, Doc #2) c. Implementation of House Bill 1295 Certificate of Interested Parties (Appendix C, Doc #3)
d. Texas government Code 2270 Verification Form (Appendix C, Doc #4) e. Any additional agreements Offeror will require Participating Agencies to sign Appendix C, Doc #1

ACKNOWLEDGMENT AND ACCEPTANCE
OF REGION 4 ESC’s OPEN RECORDS POLICY

OPEN RECORDS POLICY
All proposals, information and documents submitted are subject to the Public Information Act requirements governed by the State of Texas once a Contract(s) is executed. If an Offeror believes its response, or parts of its response, may be exempted from disclosure, the Offeror must specify page-by-page and line-by-line the parts of the response, which it believes, are exempt and include detailed reasons to substantiate the exemption. Price is not confidential and will not be withheld. Any unmarked information will be considered public information and released, if requested under the Public Information Act.

The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 4 ESC must provide the OAG sufficient information to render an opinion and therefore, vague and general claims to confidentiality by the Offeror are not acceptable. Region 4 ESC must comply with the opinions of the OAG. Region 4 ESC assumes no responsibility for asserting legal arguments on behalf of any Offeror. Offeror is advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information.

Signature below certifies complete acceptance of Region 4 ESC’s Open Records Policy, except as noted below (additional pages may be attached, if necessary).

Check one of the following responses to the Acknowledgment and Acceptance of Region 4 ESC’s Open Records Policy below:
 We acknowledge Region 4 ESC’s Open Records Policy and declare that no information submitted with this proposal, or any part of our proposal, is exempt from disclosure under the Public Information Act.
 We declare the following information to be a trade secret or proprietary and exempt from disclosure under the Public Information Act.
(Note: Offeror must specify page-by-page and line-by-line the parts of the response, which it believes, are exempt. In addition, Offeror must include detailed reasons to substantiate the exemption(s). Price is not confident and will not be withheld. All information believed to be a trade secret or proprietary must be listed. It is further understood that failure to identify such information, in strict accordance with the instructions, will result in that information being considered public information and released, if requested under the Public Information Act.)

Date Authorized Signature & Title
01/15/2021
CDW-G Statement of Confidentiality
The information contained within CDW-G’s proposal is protected commercial and financial information belonging to CDW-G and the release of such information would harm CDW-G’s proprietary interests. CDW has spent the last 30+ years refining its customer pricing, customer base, customer development and partner relationships. The internal development of information and strategy is at the heart of what makes CDW-G competitive with its customers. To reveal this information to CDW-G’s competitors would cause CDW-G irreparable and substantial competitive harm.

Notwithstanding ESC Region 4’s expectation that price would not be determined confidential, CDW-G’s understanding of prior Texas Attorney General decisions suggests otherwise. The Attorney General, through his review of Texas Supreme Court rulings, has determined that Section 552.104(a) of the Texas Government Code provides protection of price information. In addition to CDW-G’s price strategy and offer to ESC Region 4, CDW-G believes the following to similarly be exempt from disclosure:

Response Page No. Rationale
7 Detailed login instructions for ESC Region 4 members to retrieve downloadable copies of pricing files.
35 Value of CDW-G’s inventory positions is confidential and offers a competitive advantage to CDW-G.
41 CDW-G employee personal information/contact information 48-49 CDW-G employee personal information/contact information 52 CDW-G’s top OMNIA accounts is confidential customer information not made publicly available.
56 CDW-G’s logistics and performance metrics is confidential information used to provide CDW-G a competitive advantage. 62 Value of CDW-G’s inventory positions is confidential and offers a competitive advantage to CDW-G.
64-65 CDW-G employee personal information/contact information 66 Confidential financial information not released to the public. 67-70 CDW-G customer references are confidential as the secrecy of the information allows CDW-G to maintain a competitive advantage.

Version April 13, 2020
Appendix C, Doc #2

ANTITRUST CERTIFICATION STATEMENTS
(Tex. Government Code § 2155.005)
Attorney General Form
I affirm under penalty of perjury of the laws of the State of Texas that:

1. I am duly authorized to execute this Contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Company) listed below;

2. In connection with this proposal, neither I nor any representative of the Company has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15;

3. In connection with this proposal, neither I nor any representative of the Company has violated any federal antitrust law; and

4. Neither I nor any representative of the Company has directly or indirectly communicated any of the contents of this proposal to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Company.

Company Contact
Signature
Printed Name
Address Position with Company
Official
Authorizing
Proposal
Signature
Phone
Printed Name
Fax
Position with Company
CDW Government LLC
230 N. Milwaukee Ave
Vernon Hills, IL 60061
David Hutchins
Vice President, Strategic Programs
Pam Janutolo
Manager, Proposal Teams
847.371.5800
847.465.6800
Appendix C, DOC # 3
Implementation of House Bill 1295
Certificate of Interested Parties (Form 1295):

In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that a governmental entity or state agency may not enter into certain contracts with a business entity unless the business entity submits a disclosure of interested parties to the governmental entity or state agency at the time the business entity submits the signed contract to the governmental entity or state agency. The law applies only to a contract of a governmental entity or state agency that either (1) requires an action or vote by the governing body of the entity or agency before the contract may be signed or (2) has a value of at least $1 million. The disclosure requirement applies to a contract entered into on or after January 1, 2016.

The Texas Ethics Commission was required to adopt rules necessary to implement that law, prescribe the disclosure of interested parties form, and post a copy of the form on the commission’s website. The commission adopted the Certificate of Interested Parties form (Form 1295) on October 5, 2015. The commission also adopted new rules (Chapter 46) on November 30, 2015, to implement the law. The commission does not have any additional authority to enforce or interpret House Bill 1295.

Filing Process:

Staring on January 1, 2016, the commission made available on its website a new filing application that must be used to file Form 1295. A business entity must use the application to enter the required information on Form 1295 and print a copy of the completed form, which will include a certification of filing that will contain a unique certification number. An authorized agent of the business entity must sign the printed copy of the form. The completed Form 1295 with the certification of filing must be filed with the governmental body or state agency with which the business entity is entering into the contract.

The governmental entity or state agency must notify the commission, using the commission’s filing application, of the receipt of the filed Form 1295 with the certification of filing not later than the 30th day after the date the contract binds all parties to the contract. This process is known as acknowledging the certificate. The commission will post the acknowledged Form 1295 to its website within seven business days after receiving notice from the governmental entity or state agency. The posted acknowledged form does not contain the declaration of signature information provided by the business.

A certificate will stay in the pending state until it is acknowledged by the governmental agency.

Only acknowledged certificates are posted to the commission’s website.

Electronic Filing Application: https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm Frequently Asked Questions:
https://www.ethics.state.tx.us/resources/FAQs/FAQ_Form1295.php Changes to Form 1295: https://www.ethics.state.tx.us/data/filinginfo/1295Changes.pdf Appendix C, DOC # 4
Texas Government Code 2270 Verification Form
To Whom It May Concern,
CDW Government LLC is a publicly traded entity under its parent company (Stock Ticker:

CDW).

Due to the new rules executed by the State of Texas on 01/01/2018, the Form 1295 is no longer applicable to CDW Government LLC.

Please visit the following website for more information. https://www.ethics.state.tx.us/whatsnew/FAQ_Form1295.html#Who_Is_Interested_Party SECTION 7 - # 4
House Bill 89 (85R Legislative Session), which adds Chapter 2270 to the Texas Government Code, provides that a governmental entity may not enter into a contract with a company without verification that the contracting vendor does not and will not boycott Israel during the term of the contract.

Furthermore, Senate Bill 252 (85R Legislative Session), which amends Chapter 2252 of the Texas Government Code to add Subchapter F, prohibits contracting with a company engaged in business with Iran, Sudan or a foreign terrorist organization identified on a list prepared by the Texas Comptroller.

I, ___________________________________________________, as an authorized representative of
_____________________________________________________________, a contractor engaged by
Insert Name of Company
Region 4 Education Service Center, 7145 West Tidwell Road, Houston, TX 77092, verify by this writing that the above-named company affirms that it (1) does not boycott Israel; and (2) will not boycott Israel during the term of this contract, or any contract with the above-named Texas governmental entity in the future.

Also, our company is not listed on and we do not do business with companies that are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations found at https://comptroller.texas.gov/purchasing/docs/foreign-terrorist.pdf.

I further affirm that if our company's position on this issue is reversed and this affirmation is no longer valid, that the above-named Texas governmental entity will be notified in writing within one (1) business day and we understand that our company's failure to affirm and comply with the requirements of Texas Government Code 2270 et seq. shall be grounds for immediate contract termination without penalty to the above-named Texas governmental entity.

I swear and affirm that the above is true and correct.
______________________________________________ ________________ Signature of Named Authorized Company Representative Date David Hutchins
CDW Government LLC
01/15/2021
SA Version 2020 03 05

STAGING/BUY AND HOLD AGREEMENT
This STAGING/BUY AND HOLD AGREEMENT (“Agreement”) is made as of the _____ day of [Month], Year (the “Effective Date”) by and between CDW Government, LLC (“Seller”) and ____________ (“Customer”).

STAGING MANAGEMENT.

Seller and Customer (each, a “Party”, together, the
“Parties”) agree to work together to manage Seller’s storage and distribution (“Staging”) of certain products purchased which may receive configured Services such as asset
tagging, hardware installation, software imaging,
customization with VPN and kitting with custom packaging (“Configuration Services”) purchased separately by
Customer from Seller, specified hereunder (“Staged
Products”).

Section 1. INTERPRETATION.

Notwithstanding anything to the contrary specified in any Seller-issued quote or Customer-issued Staging/Buy and
Hold Authorization Order (defined herein), the Parties agree that all such quotes and Staging/Buy and Hold Authorization Orders shall be governed solely by the terms and conditions of this Agreement; provided that Customer’s purchase of Staged Products from Seller (including without limitation payment, invoicing and return privilege terms) shall be governed by Seller's “Terms and Conditions of Product
Sales and Service Projects” specified at www.cdw.com
unless Seller and Customer have signed a separate
agreement to govern such product sales prior to the Effective Date (in either case, the “Product Agreement”). In the event of a conflict between the Product Agreement and this
Agreement, the provisions of this Agreement shall prevail.

Section 2. SELLER STAGING.

2.1 All Staged Products must be listed on a
Staging/Buy and Hold Authorization Order (“SAO”)
executed between the parties, that is substantially in the form of Exhibit A attached hereto. Seller shall store the Staged Products on behalf of Customer at Seller’s warehouse
located at [CDW Warehouse], (“Seller’s Warehouse”). The Parties will execute SAO’s in numerical order, beginning with “A-1”. Any change to the SAO shall be under the
terms and conditions specified on a Staging/ Buy and Hold Authorization Order Addendum (“SAOA”) that is
substantially in the form of Exhibit B attached hereto.

Except as otherwise specified in the applicable SAOA,
Customer will be financially responsible to Seller for any and all Seller costs associated with changes to a SAO. Such additional Seller costs may include, but are not limited to, custom configurations, handling, release date changes,
warehousing and shipping charges.

2.2 Staged Products which are known by Seller to be
defective, OEM deemed end of life or DOA during delivery to or at the Staging Location, will be replaced by Seller at no additional cost to Customer. No change to the SAO or
signed amendment will be required for replacements by
Seller pursuant to his Section and Seller will notify
Customer’s contact via email.

2.3 To the best of Customer’s knowledge, any
configuration, asset tagging, imaging, or like Services to be performed by Seller on the Staged Products have been
finalized, as evidenced by Customer’s initials in the correct box below:

The Staged Products [CHOOSE] have Configuration
Services performed.

Section 3. OWNERSHIP.

As between Seller and Customer, ownership of, and title to the Staged Products will transfer from Seller to Customer upon delivery of the Staged Products to the designated
staging location (“Staging Location”) within Seller’s
Warehouse. Customer obtains a special property right and insurable interest in such Staged Products under UCC § 2- 501. Customer acknowledges and agrees that any
manufacturer warranty period for the Staged Products will begin on the date of Seller’s invoice.

Section 4. SALES TAX.

As set forth above, ownership of and title to the Staged Products will transfer from Seller to Customer upon delivery of the Staged Products to the Staging Location. Seller will collect sales tax due from Customer based on the Seller’s Warehouse location identified in Section 2. Upon executing this agreement, and if applicable, Customer will provide Seller with either Illinois or Nevada tax exemption
documentation.

Section 5. SHIPPING.

5.1 Seller shall release the Staged Products from the
Staging Location and provide them to the carrier for
shipment to Customer’s location upon the Estimated Ship Date set forth in the SAO, unless Customer provides written notice to Seller (which may be by email sent directly to the Seller Account Manager) no less than ten (10) business days prior to such Estimated Ship Date notifying Seller of
Customer’s request to change the ship date. Customer
cannot change any ship date to a date later than the Final Ship Date set forth in the SAO (“Final Ship Date”). Seller will ship to Customer all Staged Products that remain in Seller’s Warehouse no later than the Final Ship Date.

5.2 Customer will be responsible for all shipping and
handling charges, which Seller will include as an additional line item on the applicable invoice.

5.3 In the event of early termination or in the event
that Customer does not request delivery of all Staged
Products prior to the Final Ship Date, Seller shall, at Seller’s option; either (i) ship the remaining Staged Products still held by Seller to Customer’s Final Ship to Address identified on the SAO, or (ii) return the Staged Products to Seller’s inventory.

Section 6. INVOICING AND PAYMENT.

6.1. Except as otherwise agreed in writing by the
Parties, and subject to continuing credit approval by Seller, SA Version 2020 03 05
Customer will pay all invoices within thirty (30) days after the date of Seller’s invoice. In addition to the purchase price for the Staged Products, Seller will charge Customer a fee for holding the Staged Products as set forth on each SAO (“Staging Fee”).

6.2. Seller will invoice Customer for Customer’s
purchase of Staged Products on the date that the Staged Products are delivered to the Staging Location in Seller’s Warehouse. Seller will also include the applicable Staging Fee on each invoice for Staged Products.

6.3. The Staging Services will commence, and the
Staging Fee applied, upon the date of CDW’s invoice.

6.4. Upon completion of each SAO, if applicable,
CDW will provide customer with a settlement invoice for any additional fees resulting from any changes to the
original SAO (e.g., additional staging fees, handling fees, shipping charges, etc.).

6.5. Customer acknowledges that some or all Staged
Products may not be in Seller’s warehouse or available to be held for Customer on the date the SAO is submitted to Seller and agrees that Seller shall have no liability or responsibility to Customer for losses of any incentives or price adjustments as a result of the invoice date being different from the SAO date.

Section 7. NON-CANCELABLE.

CUSTOMER ACKNOWLEDGES AND AGREES THAT

CUSTOMER'S OBLIGATIONS UNDER THIS
AGREEMENT ARE ABSOLUTE AND NONCANCELABLE, AND THE STAGED PRODUCTS ARE

NON-RETURNABLE, NOTWITHSTANDING ANY

OBSOLESCENCE OF THE STAGED PRODUCTS,

PROBLEMS WITH OR DEFECTS IN THE STAGED

PRODUCTS, ANY CHANGES IN SCHEDULE, ANY

CHANGES IN CUSTOMER'S NEEDS OR FINANCIAL

CIRCUMSTANCES, ANY UNAVAILABILITY OF

LEASE FINANCING FOR ANY OR ALL OF THE

STAGED PRODUCTS, OR ANY OTHER
CIRCUMSTANCE. CUSTOMER SHALL HAVE NO

RIGHT TO REFUSE DELIVERY OR TO DELAY

PAYMENTS FOR ANY STAGED PRODUCTS FOR ANY

REASON, INCLUDING WITHOUT LIMITATION THE
CONDITION OF STAGED PRODUCTS.

Section 8. BREACH; REMEDIES.

In the event that Customer cancels any SAO or addendums thereto, or terminates this Agreement, Seller shall have the right, in addition to all other remedies it may have, to be compensated for all costs, expenses and losses incurred by Seller, including, but not limited to, the cost of Staging the Staged Products, insurance costs, costs incurred with respect to custom configured goods, costs incurred by Seller in ordering Staged Products specifically for Customer's benefit, and costs of collection. In the event of a breach of this Agreement by Customer and in addition to all other
remedies Seller may have at law or in equity, Seller has the right to terminate this Agreement and to demand immediate payment in full for all of the Staged Products and of all of the fees, costs and expenses assessable hereunder.

Section 9. RISK OF LOSS, AND INSURANCE.

CUSTOMER SHALL BEAR THE RISK OF PROPERTY

DAMAGE TO AND LOSS OF THE STAGED PRODUCTS
(“PRODUCT LOSSES”) AND SHALL PROVIDE

INSURANCE TO COVER ANY SUCH PRODUCT

LOSSES DURING STORAGE OF THE STAGED
PRODUCTS IN SELLER’S WAREHOUSE. CUSTOMER

SHALL ALSO BEAR THE RISK OF PRODUCT LOSSES

AND SHALL PROVIDE INSURANCE TO COVER ANY

PRODUCT LOSSES INCURRED DURING SHIPMENT,
NAMING SELLER AS A LOSS PAYEE.

Section 10. SECURITY AND ACCESS.

Seller agrees to exercise the same care with respect to the storage of Staged Products as Seller exercises with respect to similar products owned by Seller. Seller shall provide secure space to prevent unintended use of Staged Products. Seller agrees to provide Customer access to its facilities, upon reasonable advance notice, during normal business hours, for purposes of inspection of Staged Products.

Section 11. LIMITED LIABILITY.

SELLER’S LIABILITY FOR LOSS OR INJURY TO THE

STAGED PRODUCTS IS LIMITED TO REPLACEMENT

OF THE STAGED PRODUCTS OR REIMBURSEMENT

FOR THE UNIT PRICE LISTED ON THE SAO,

PROVIDED THAT CUSTOMER HAS PAID SELLER

FOR THE APPLICABLE STAGED PRODUCTS, BUT IN

NO EVENT IN EXCESS OF INSURANCE PROCEEDS

RECEIVED BY SELLER FOR SUCH LOST OR INJURED
PROPERTY. UNDER NO CIRCUMSTANCES WILL
SELLER OR ITS AFFILIATES BE LIABLE FOR: ANY

INCIDENTAL, CONSEQUENTIAL, INDIRECT,

SPECIAL, OR PUNITIVE DAMAGES, INCLUDING,

BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS,

REVENUES OR SAVINGS, AND LOSS, EVEN IF

SELLER HAS BEEN ADVISED OF THE POSSIBILITIES

OF SUCH DAMAGES, WHETHER A CLAIM FOR ANY

SUCH LIABILITY IS PREMISED UPON BREACH OF

CONTRACT, WARRANTY, NEGLIGENCE, STRICT
LIABILITY OR OTHER THEORY OF LIABILITY.

Section 12. TERMINATION.

This Agreement may be terminated by Customer upon thirty (30) days’ advance written notice; provided that Customer has paid all fees, prices and costs due and owing hereunder.

This Agreement may be terminated by Seller upon thirty
(30) days’ advance written notice. Termination of this
Agreement will not terminate either party’s obligations under any existing SAO.

Section 13. FORCE MAJEURE.

Seller shall not be liable to Customer for any failure to comply with the terms of this Agreement to the extent that such failure results from any circumstances beyond its
reasonable control, including, but not limited to, carrier delays, delays due to fire, severe weather, power failure, labor problems, acts of war, terrorism, embargo, acts of God, and acts or laws of any government or agency. Seller’s
failure or delay in performance under this Agreement due to any force majeure event shall not be deemed to be a default under this Agreement.

Section 14. GOVERNING LAW; JURISDICTION.

THIS AGREEMENT WILL BE GOVERNED BY THE

LAWS OF THE STATE OF ILLINOIS, WITHOUT
SA Version 2020 03 05
REGARD TO CONFLICTS OF LAWS RULES. ANY

LITIGATION WILL BE BROUGHT EXCLUSIVELY IN

COOK COUNTY, ILLINOIS, AND THE PARTIES

CONSENT TO THE JURISDICTION OF THE FEDERAL

AND STATE COURTS LOCATED THEREIN, SUBMIT

TO THE JURISDICTION THEREOF AND WAIVE THE
RIGHT TO CHANGE VENUE. THE PARTIES

FURTHER CONSENT TO THE EXERCISE OF

PERSONAL JURISDICTION BY ANY SUCH COURT
WITH RESPECT TO ANY SUCH PROCEEDING.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be signed and delivered by its respective authorized representative.

SELLER: CDW Government, LLC CUSTOMER: _______________________________ By:

Name: ______________________________________
Title: ______________________________________
Date: ______________________________________
Address of Principal Place of Business:
230 N. Milwaukee Avenue
Vernon Hills, IL 60061
By:

Name: ______________________________________
Title: ______________________________________
Date: ______________________________________
Address of Principal Place of Business:
______________________________________
______________________________________
Customer Account #__________________
SA Version 2020 03 05
SAO EXAMPLE ONLY. DO NOT SIGN!
EXHIBIT A-1

STAGING/BUY AND HOLD AUTHORIZATION ORDER
Customer: AM inserts Customer Name Final Ship Date: AM inserts final ship date Customer #: AM inserts Customer # Final Ship To Address: AM inserts attn, address, city, state & zip in this field
Anticipated Ship To Information
Ship
Consolidation
Unit
Price
Carrier &
Ship
Method
Estimated
Ship Date
Requested
Ship Qty
CDW
EDC
Mfg Part
#
Description Customer
Name
Ship
Attn
Address
Line 1
Address
Line 2
City State Zip Country
* CDW to default to final ship date if no estimated ship dates are provided in the table above. * The foregoing Staged Products are subject to the "Staging/Buy and Hold Agreement" between the Parties dated ____day of [Month], [Year] IN WITNESS WHEREOF, each of the Parties has caused this Order to be signed and delivered by its respective authorized representative.

Seller: CDW XXX Customer:

By: X By: X
Name: X Name: X
Title: X Title: X
Date: X Date: X
CDW Internal Use:

Quote #: X
Order #: X
SA Version 2020 03 05
SAO ADDENDUM EXAMPLE ONLY. DO NOT SIGN!
EXHIBIT B-1

STAGING/BUY AND HOLD AUTHORIZATION ORDER ADDENDUM
Customer: AM inserts Customer Name Final Ship Date: AM inserts final ship date Customer #: AM inserts Customer # Final Ship To Address: AM inserts attn, address, city, state & zip in this field
Anticipated Ship To Information
Ship
Consolidation
Unit
Price
Carrier &
Ship
Method
Estimated
Ship Date
Requested
Ship Qty
CDW
EDC
Mfg Part
#
Description Customer
Name
Ship
Attn
Address
Line 1
Address
Line 2
City State Zip Country
* CDW to default to final ship date if no estimated ship dates are provided in the table above. * The foregoing Staged Products are subject to the "Staging/Buy and Hold Agreement" between the Parties dated ____day of [Month], [Year] The parties agree that the Staging/Buy and Hold Authorization Order dated ____day of [Month], [Year] is hereby amended as set forth in this Addendum.

IN WITNESS WHEREOF, each of the Parties has caused this Order to be signed and delivered by its respective authorized representative.

Seller: CDW XXX Customer:

By: X By: X
Name: X Name: X
Title: X Title: X
Date: X Date: X
CDW Internal Use:

Quote #: X
Order #: X
Proprietary and Confidential Page 1 [CDW Affiliate Logo]

STATEMENT OF WORK
Project Name: [Project Name] Seller Representative:
[Seller Name]
[Seller Phone]
[Seller e-mail]
Customer Name: [Customer Name]
CDW Affiliate: [CDW Affiliate determined by Customer #] Subcontractor: [Partner Name] Solution Architect:
[Solution Architect Name],
[Solution Architect Name 2] SOW Created Date: [SOW Created Date] Version: [File Version]
Drafted By
[Services Contract Specialist
Name]
This statement of work (“Statement of Work” or “SOW”) is made and entered into on the last date that this SOW is fully executed as set forth below (“SOW Effective Date”) by and between the undersigned, [CDW Affiliate] (“Provider,” and “Seller,”) and [Customer Name] (“Customer,” and “Client,”).

GOVERNING AGREEMENT
This SOW shall be governed by that certain [Governing Agreement Name] between [CDW Affiliate] and [Customer Name], dated [Governing Agreement Date] (the “Agreement”). If there is a conflict between this SOW and the Agreement, then the Agreement will control, except as expressly amended in this SOW by specific reference to the Agreement.

References in the Agreement to a SOW or a Work Order apply to this SOW.

PROJECT SCOPE

SERVICE DESCRIPTION

GENERAL RESPONSIBILITIES AND ASSUMPTIONS
• Customer is responsible for providing all access that is reasonably necessary to assist and accommodate Seller’s performance of the Services.
• Customer will provide in advance and in writing, and Seller will follow, all applicable Customer’s facility’s safety and security rules and procedures.
• Customer is responsible for security at all Customer-Designated Locations; Seller is not responsible for lost or stolen equipment, other than solely as a result of Seller’s gross negligence and willful misconduct. • This SOW can be terminated by either party without cause upon at least fourteen (14) days’ advance written notice.

CONTACT PERSONS
Each Party will appoint a person to act as that Party’s point of contact (“Contact Person”) as the time for performance nears and will communicate that person’s name and information to the other Party’s Contact Person.

Proprietary and Confidential Page 2 [CDW Affiliate Logo] Customer Contact Person is authorized to approve materials and Services provided by Seller, and Seller may rely on the decisions and approvals made by the Customer Contact Person (except that Seller understands that Customer may require a different person to sign any Change Orders amending this SOW). The Customer Contact Person will manage all communications with Seller, and when Services are performed at a Customer-Designated Location, the Customer Contact Person will be present or available. The Parties’ Contact Persons shall be authorized to approve changes in personnel and associated rates for Services under this SOW.

CHANGE MANAGEMENT
This SOW may be modified or amended only in a writing signed by both Customer and Seller, generally in the form provided by Seller (“Change Order”). Services not specified in this SOW are considered out of scope and will be addressed with a separate SOW or Change Order.

In the event of a conflict between the terms and conditions set forth in a fully executed Change Order and those set forth in this SOW or a prior fully executed Change Order, the terms and conditions of the most recent fully executed Change Order shall prevail.

PROJECT SCHEDULING
Customer and Seller, who will jointly manage this project, will together develop timelines for an anticipated schedule (“Anticipated Schedule”) based on Seller’s project management methodology. Any dates, deadlines, timelines or schedules contained in the Anticipated Schedule, in this SOW or otherwise, are estimates only, and the Parties will not rely on them for purposes other than initial planning.

TOTAL FEES

CUSTOMER DESIGNATED LOCATIONS
Seller will provide Services benefiting the locations specified on the attached Exhibit (“Customer-Designated Locations”).

PROJECT SPECIFIC TERMS
Proprietary and Confidential Page 3 [CDW Affiliate Logo]

SIGNATURES
In acknowledgement that the parties below have read and understood this Statement of Work and agree to be bound by it, each party has caused this Statement of Work to be signed and transferred by its respective authorized representative.

This SOW and any Change Order may be signed in separate counterparts, each of which shall be deemed an original and all of which together will be deemed to be one original. Electronic signatures on this SOW or on any Change Order (or copies of signatures sent via electronic means) are the equivalent of handwritten signatures. [CDW Affiliate Name]
By:

Name:

Title:

Date:
[Customer Name]
By:

Name:

Title:

Date:

Mailing Address:
[Affiliate Address line 1]
[Affiliate Address line 2]
Mailing Address:

Street:

City/ST/ZIP:

EXHIBIT _

CUSTOMER-DESIGNATED LOCATIONS
Seller will provide Services benefiting the following locations (“Customer-Designated Locations”).

Location(s)
Last Revised: 03/26/2010

CDW PRODUCT RETURN POLICY
Seller offers a 30-day return policy on most products sold. Manufacturer restrictions apply to certain merchandise, as detailed below and as updated from time to time. Customer may obtain additional details and any applicable updates from the dedicated Seller account manager and may obtain manufacturer contact information by contacting CDW Customer Relations, which may be reached by calling 866.SVC.4CDW or by emailing [email protected].

1. Return Restrictions.
• Defective Product Returns. Customer may return most defective Products directly to Seller within fifteen (15) days of invoice date and receive, at Seller’s option, credit, replacement, exchange, or repair. After fifteen (15) days, only the manufacturer warranty applies.
• Non-Defective Product Returns. Customer may return most non-defective Products directly to Seller within thirty (30) days of invoice date and receive, at Customer’s option, credit or exchange, except that an automatic Seller restocking charge will reduce the value of any such credit or exchange by a minimum of fifteen percent (15%).
• Restricted, Repair-Only Returns. Certain Products can only be returned for repair—not for exchange, replacement or credit—based on current manufacturer requirements. Such Products should be returned to Seller, shipped directly to the manufacturer, or taken to an authorized service center in Customer’s vicinity. More information may be provided by the dedicated Seller account manager or by CDW Customer Relations.
• Restricted, Manufacturer-Only Assistance. Certain Products cannot be returned to Seller for any reason—without exception—and Customer must contact the manufacturer directly for any needed assistance. More information may be provided by the dedicated Seller account manager or by CDW Customer Relations.
• Special Orders. Products that are specially ordered may be non-returnable or may have unique return restrictions provided at the time of sale. More information may be provided by the dedicated Seller account manager or by CDW Customer Relations.

Last Revised: 03/26/2010
• Return of Software or DVDs. Seller offers refunds only for unopened, undamaged software and DVD movies that are returned within 30 days of invoice date. Seller offers only replacement for software products and DVD movies that either: (i) are defective but are returned within thirty (30) days of invoice date; or (ii) are unopened and undamaged, but are returned more than 30 days after invoice date; such replaceable merchandise may be exchanged only for the same software or DVD movie title. Multiple software licenses may be returned for refund or exchange only (i) if specifically authorized in advance by the manufacturer; and (ii) if returned within thirty (30) days of invoice date.

2. Customer Shipment of Returned Merchandise.
• Return Merchandise Authorization (RMA) Number. No returns of any type will be accepted by Seller unless accompanied by a unique RMA number, which Customer may obtain by providing the following information to CDW Customer Relations: customer name, applicable invoice number, product serial number, and details of Customer’s issue with the product.

Customer has five (5) days to return a Product after the applicable RMA is issued. CDW reserves the right to refuse any UNAUTHORIZED returns:
those that occur after the five (5) day period or those involving Products that are unaccompanied by valid RMA’s.
• Returned Products Must Be Complete. All Products MUST BE returned one hundred percent (100%) complete, including all original boxes, packing materials, manuals, blank warranty cards, and other accessories provided by the manufacturer. CDW reserves the right to refuse the return of incomplete Products. In addition, CDW will charge a minimum fifteen percent (15%) restocking fee for returns that are accepted.
• Responsibility for Shipping Costs. Customer is responsible for the cost of shipping returned items; Seller is responsible for the cost of shipping replacements or exchanges of returned items and will match Customer’s shipping method.
• Customer Shipping Insurance. Customer is strongly advised to purchase full insurance to cover loss and damage in transit for shipments of returned items and to use a carrier and shipping method that provide proof of delivery.

Seller is not responsible for loss during such shipment.

Last Revised: 03/26/2010

3. Merchandise Damaged in Transit.
• Refusal/Receipt of Damaged Products. If a package containing items purchased from Seller arrives at Customer’s address DAMAGED, Customer should REFUSE to accept delivery from the carrier. If Customer does accept delivery of such a package, Customer must: (i) note the damage on the carrier's delivery record so that Seller may file a claim; (ii) save, as is, the merchandise AND the original box and packaging it arrived in; and (iii) promptly notify Seller either by calling CDW Customer Relations or by contacting the Seller account manager to arrange for carrier’s inspection and pickup of the damaged merchandise. If Customer does not so note the damage and save the received merchandise and does not so notify Seller within fifteen (15) days of delivery acceptance, Customer will be deemed to have accepted the merchandise as if it had arrived undamaged, and Seller’s regular return policy, as described in sections 1 and 2 above, and all current manufacturer warranties and restrictions will apply.

4. Credits
Any credit issued by Seller to Customer under this return policy must be used within two (2) years from the date that the credit was issued and may only be used for future purchases of Product and/or Services. Any credit or portion thereof not used within the two (2) year period will automatically expire.
059da_dell(fed)_2021-05_gsa_mas_AFSSPL_v2 Page | 1

AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICELIST
Special Item 532420L Leasing of New Electronic Equipment Special Item 33411 Purchase of New Electronic Equipment Special Item 811212 Maintenance, Repair Services and/or Repair Parts/Spare Parts Special Item 511210 Software Licenses
Special Item 54151 Software Maintenance Services
Special Item 518210C Cloud and Cloud-Related IT Professional Services Special Item 611420 Information Technology Training
Special Item 54151S Information Technology Professional Services Special Item NEW Introduction of New Supplies and Services Special Item OLM Order-Level Materials (OLM)
SIN 53242O0L - LEASING OF NEW ELECTRONIC EQUIPMENT
PSC Code W070 – LEASE-RENT OF ADP EQUIPMENT AND SUPPLIES SIN 33411 PURCHASE OF NEW ELECTRONIC EQUIPMENT
PSC Code 7010 - SYSTEM CONFIGURATION
End User Computers/Desktop Computers
Professional Workstations
Servers
Laptop/Portable/Notebook Computers
Large Scale Computers
Optical and Imaging Systems
Other Systems Configuration Equipment, Not Elsewhere Classified SIN 811212 - MAINTENANCE OF EQUIPMENT, REPAIR SERVICES, AND/OR REPAIR PARTS/SPARE PARTS PSC Code J070 - MAINTENANCE AND REPAIR SERVICE)(REPAIR PARTS/SPARE PARTS - SEE FSC

CLASS FOR BASIC EQUIPMENT)
Maintenance Service, Repair Service, Third Party Maintenance Repair Parts/Spare Parts
SIN 511210 - SOFTWARE LICENSES
Includes both term and perpetual software licenses, and maintenance.

PSC Code 7030 - INFORMATION TECHNOLOGY SOFTWARE
Large Scale Computers
Operating System; Application; Electronic Commerce (EC); Utility; Communications; Core Financial Management; Ancillary Financial Systems; and Special Physical, Visual, Speech, and Hearing Aid Software
Microcomputers
Operating System; Application; Electronic Commerce (EC); Utility; Communications; Core Financial Management; Ancillary Financial Systems; and Special Physical, Visual, Speech, and Hearing Aid Software
SIN 54151 – SOFTWARE MAINTENANCE SERVICES
PCS Code J070 SOFTWARE MAINTENANCE SERVICES
Software maintenance services creates, designs, implements, and/or integrates customized changes to software that solve one or more problems and is not included with the price of the software. Software maintenance services includes person-to-person communications regardless of the medium used to communicate: telephone support, online technical support, customized support, and/or technical expertise which are charged commercially.

ATTACHMENT D
059da_dell(fed)_2021-05_gsa_mas_AFSSPL_v2 Page | 2
SIN 518210C – CLOUD AND CLOUD-RELATED IT PROFESSIONAL SERVICES PSC CODE D305 – ADP TELEPROCESSING AND TIMESHARING SERVICES Includes commercially available cloud computing services such as Infrastructure as a Service (IaaS), Platform as a Service (PaaS), and Software as a Service (SaaS) and emerging cloud services. IT professional services that are focused on providing the types of services that support the Government’s adoption of, migration to or governance/management of Cloud computing. Specific labor categories and/or fixed price solutions (e.g. migration services, etc.) that support activities associated with assessing Cloud solutions, refactoring workloads for Cloud solutions, migrating legacy or other systems to Cloud solutions, providing management/governance of Cloud solutions, DevOps, developing cloud native applications or other Cloud oriented activities.

SIN 611420 - INFORMATION TECHNOLOGY TRAINING
PSC CODE U012 - EDUCATION/TRAINING-INFORMATION TECHNOLOGY / TELECOMMUNICATIONS

TRAINING
SIN 54154S - INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES PSC Code D399 - OTHER INFORMATION TECHNOLOGY SERVICES, NOT ELSEWHERE CLASSIFIED IT Professional Services and/or labor categories for database planning and design; systems analysis, integration, and design; programming, conversion and implementation support; network services, data/records management, and testing.

Note1: IT professional services may only be resold in direct support of products that are authorized to be sold via the schedule contract.

Note 2: Contractor shall not provide services which properly fall under the Brooks Act. These services include, but are no t limited to, architectural, engineering, mapping, cartographic production, remote sensing, geographic information systems, and related services.

FAR 36.6 distinguishes between mapping services of an A/E nature and mapping services which are not connected nor incidental to the traditionally accepted A/E Services.

SIN NEW - Introduction of New Supplies and Services
Section I. PC as a Service. This outlines the common service features for Dell Marketing L.P.’s PC as a Service solution, which is comprised of a combination of hardware, software and services (both close-to-thebox and professional) aggregated into a financing solution which provides a single price per seat per month.

SIN OLM – ORDER-LEVEL MATERIALS (OLM)
OLMs are supplies and/or services acquired in direct support of an individual task or delivery order placed against a Schedule contract or BPA. OLM pricing is not established at the Schedule contract or BPA level, but at the order level. Since OLMs are identified and acquired at the order level, the ordering contracting officer (OCO) is responsible for making a fair and reasonable price determination for all OLMs.

Order-Level Materials (OLMs) are supplies and/or services acquired in direct support of an individual task or delivery order under the contract. OLMs are not defined, priced or awarded at the contract level.

Dell Marketing L.P.

Federal Government Solutions
One Dell Way
Round Rock, Texas 78682
1-855-860-9606
Internet Address: http://www.dell.com/fed
Solicitation #47QSMD20R0001
Refresh 0001
Contract Number: GS-35F-059DA
Current Option Period: November 20, 2020 to November 19, 2025 Contract End Date: November 29, 2035
General Services Administration
Federal Acquisition Service
059da_dell(fed)_2021-05_gsa_mas_AFSSPL_v2 Page | 3

TABLE OF CONTENTS
Information For Ordering Activities Applicable to all Special Item Numbers 4 Terms and Conditions Applicable to Leasing of New Electronic Equipment (SIN 532420L) 12 Terms and Conditions Applicable to Purchasing of New Electronic Equipment (SIN 33411) 20 Terms and Conditions Applicable to Maintenance of Equipment, Repair Services and/or Repair/Spare Parts (SIN 811212)
24 Terms And Conditions Applicable To Software Licenses (SIN 511210 And Software Maintenance Services (SIN 54151) 27
Terms and Conditions Applicable to Cloud and Cloud-Related Professional Services (SIN 518210C) 30 Terms and Conditions Applicable to Information Technology Training (SIN 611420) 44 Terms and Conditions Applicable to Information Technology Professional Services (SIN 54151S) 46 Terms and Conditions Applicable to Introduction of New Supplies and Services (SIN NEW) – PC as a Service 53
Terms and Conditions Applicable to Order-Level Materials (OLM) (SIN OLM) 56 Country of Origin / Warranty Codes 58
USA Commitment To Promote Small Business Participation Procurement Programs 59 BPA Sample 60
Teaming Agreement 62
Appendix A Dell Enterprise License Agreement 63
Appendix B Customer Master Services Addendum 64
Appendix C Price List 66
Appendix D Optional Supplemental Lease Terms 68
Appendix E Optional Supplemental PCaaS Terms 71
Appendix F Dell Technologies Inc. Commercial and Public Sector Warranties 74 Appendix G Supplementary Terms for Infrastructure Products 75 On-line access to contract ordering information, terms and conditions, up -to-date pricing, and the option to create an electronic delivery order1 are available through GSA Advantage!®, a menu-driven database system. The internet address for GSA Advantage!® is: GSAAdvantage.gov. Please note that certain complex Dell products and / or configurations may not be available on Advantage due to its limitations.

Dell's GSA Terms and Conditions, as well as Dell’s GSA product and pricing, are available on the Dell Federal Government Home Page at https://www.delltechnologies.com/en-us/industry/federal/federal-governmentit.htm#scroll=off. On the Federal Home Page is a tool to identify Dell Sales Representatives responsible for individual Federal Agencies. If you know the name of your Sales Representative, address your Internet mail message to: [email protected]
Given Dell’s price list is a SKU-based price list containing over 300,000 SKUs, which per it’s commercial practices change frequently, publishing and distribution of a hard copy price list is impractical. Upon request Dell will provide an electronic copy of the current price list. The Dell-specific Authorized Federal Supply Schedule Price List terms are available on the GSA e-library, or via email from Dell upon request. 1 Please note that given the complexity of certain Dell product configurations, it may not be not possible to properly configure a system on Advantage! and/or configure a product without the assistance of a Dell Technical Account Manager. Please contact Dell directly.
059da_dell(fed)_2021-05_gsa_mas_AFSSPL_v2 Page | 4

INFORMATION FOR ORDERING ACTIVITIES
SPECIAL NOTICE TO AGENCIES:

Small Business Participation. SBA strongly supports the participation of small business concerns in GSA’s Multiple Award Schedule (hereinafter “MAS”) Program. To enhance Small Business Participation SBA policy allows agencies to include in their procurement base and goals, the dollar value of orders expected to be placed against the Multiple Award Schedule, and to report accomplishments against these goals.

For orders exceeding the micro-purchase threshold, FAR 8.404 requires agencies to consider the catalogs/price lists of at least three Schedule contractors or consider reasonably available information by using the GSA Advantage! On-line shopping service (http://www.gsaadvantage.gov). The catalogs/price lists, GSA Advantage! And the Federal Supply Service Home Page (www.gsa.gov) contain information on a broad array of products and services offered by small business concerns.

This information should be used as a tool to assist ordering activities in meeting or exceeding established small business goals. It should also be used as a tool to assist in including small, small disadvantaged, and women-owned small businesses among those considered when selecting price lists for a best value determination.

For orders exceeding the micro-purchase threshold, customers are to give preference to small business concerns when two or more items at the same delivered price will satisfy their requirement.

0. DEFINED TERMS
Throughout this Authorized Federal Supply Schedule Price List (“AFSSPL”) (i) Dell Marketing L.P. may be referred to as “Dell” or “Contractor”; and (ii) this AFSSLP, GS-35F-059DA may be referred to as “Contract” or “FSS Contract.”

1. ORDER QUANTITIES
The minimum dollar value of orders is $100. There is no maximum order limit.

2. GEOGRAPHIC SCOPE OF CONTRACT
a. The geographic scope of this Contract is worldwide.
b. The terms and conditions of this Contract shall apply to all orders for delivery and maintenance of equipment in areas listed in the price list outside the 48 contiguous states, Hawaii, Alaska and the District of Columbia except for the following modifications:
i. In place of a delivery date, an estimated shipping date shall be specified on the order. ii. Upon request of Dell, the Government, on a reimbursable basis, may provide Dell with logistics support, as available, in accordance with all applicable Government regulations. Such Government support will be provided on a reimbursable basis, and will only be provided to Dell's technical personnel whose services are exclusively required for the fulfillment of the terms and conditions of this Contract. c. Outside of the U.S., Dell agrees to accept orders for maintenance (On-Site Service) of equipment where Dell maintains the capability of performing such maintenance. Some isolated locations may only be serviced through a “return to depot” process. As conditions are subject to change, ordering activities should check with their Dell Sales Representative.

3. POINTS OF PRODUCTION
Please refer to the Dell Marketing L.P. SAM registration (www.sam.gov, search under Dell’s DUNS 877936518 in the Representations and Certifications section, FAR 52.212-6 Place of Performance) for the points of production for Dell-branded products. Generally, enterprise (e.g. servers, non-complex storage, workstations) and desktop products are sourced from Dell’s ODM located in Mexico; notebook computers from Dell’s ODM in Taiwan; complex storage products from the U.S. Please refer to the Foreign Items paragraph below. 059da_dell(fed)_2021-05_gsa_mas_AFSSPL_v2 Page | 5

4. DISCOUNTS AND PRICING
a. PRICES. Prices listed herein are net; Contract discounts have already been deducted and the GSA Industrial Funding Fee (“IFF”) has been incorporated into the price, thus the IFF is not separately priced/invoiced. b. Unless the ordering activity and Dell have agreed to a different discount, Dell’s standard pricing policy for Dell-branded systems, which include both hardware and services in one discounted price, allocates the discount off list price applicable to the service portion of the system to be equal to the overall calculated percentage discount off list price on the entire system.
c. SPECIAL PRICING. Ordering activities are encouraged to compete their large requirements amo ng GSA MAS holder contractors, and Schedule contractors are encouraged to quote lower "spot prices" for individual opportunities. The resulting competitive price may be included in a Delivery Order without triggering the Price Reduction clause. Special pricing may be available for large requirements. Please call the applicable Agency - specific telephone number listed above to discuss with your Sales Representative. i. MAXIMUM ORDER THRESHOLD
(1) The Maximum Order value for the following Special Item Numbers (SINs) is $500,000:
532420L Leasing of New Electronic Equipment
33411 Purchasing of New Electronic of Equipment
811212 Maintenance of Equipment, Repair Services, and/or Repair/Spare Parts 511210 Software Licenses
54151 Software Maintenance Services
518210C Cloud and Cloud-Related IT Professional Services 54151S Information Technology (IT) Professional Services (2) The Maximum Order value for SIN 611420 Information Technology Training is $25,000. (3) The Maximum Order value for SIN NEW Introduction of New Supplies and Services is $1,000,000.
(4) The Maximum Order value for SIN OLM Order Level Materials is $100,000. d. GOVERNMENT EDUCATIONAL INSTITUTIONS: Government Educational Institutions are offered the same discounts as all other Government customers.

5. PROMPT PAYMENT TERMS / PAYMENT TERMS
a. No prompt payment discounts are available.
b. Payment terms are Net 30 days from receipt of invoice or completion of acceptance, whichever is later – payment by check or EFT.
c. Dell accepts the Government purchase card for payments equal to or less than the micro -purchase threshold for oral or written delivery orders, provided billing is authorized at the time of shipment. Dell does not offer my additional discount for their use.
d. Dell accepts the Government purchase cards for payments above the micro-purchase threshold per with paragraph 7.d.ii., and provided billing is authorized at the time of shipment. Dell does not offer my additional discount for their use.
e. Advance or pre-payment is not authorized or allowed under this FSS Contract. (31 U.S.C. 3324).

6. FOREIGN ITEMS
The Country of Origin column on the Schedule’s Excel price lists the county of origin two digit code. Please refer to the Country of Origin / Warranty Codes section of this AFSSLP for a key to the codes. 059da_dell(fed)_2021-05_gsa_mas_AFSSPL_v2 Page | 6

7. TRADE AGREEMENTS ACT OF 1979, AS AMENDED
Dell’s information technology systems (IT Systems) (e.g., notebooks, desktops, workstations, servers, data storage equipment) comply with the Trade Agreements Act (TAA) as specified in FAR §52.225-5. Dell’s IT Systems may include ancillary peripheral items that attach to the IT System (e.g., monitors, mice, keyboards, port replicators).

These peripheral items may not comply with the TAA when sold alone, but will take on the TAA designation of the IT System with which the peripheral item is contemporaneously sold. Peripheral items not sold contemporaneously with an IT System will comply with the TAA on their own. Dell also provides replacement/spare parts for its IT Systems (e.g., HDDs, memory, SSDs, processors) that are integrated internally into the IT System. These replacement/spare parts may not comply with the TAA, but will take on the TAA designation of the IT System inside which that replacement/spare part will be integrated.

8. PRODUCT SUBSTITUTIONS
Dell may make product substitutions either to base systems, internal system components, options or external peripherals as long as the substitute item is the same or better technology at the same or lower price. Deli very order modifications will not be required. The invoice will reflect the actual product shipped NOT the product ordered.

Notwithstanding the forgoing, if any change would impact (i) any customer software image, (ii) other such requirements such as ESTAR, EPEAT, etc.; or (iii) the order requires non-deviation/form-fit-function (specified at the time of quote request and called out clearly on the Order) product substitutions will not be made without the written approval of the ordering activity. In such instances Dell shall notify the ordering activity and request approval prior to making any such changes. If such changes are not acceptable to the ordering activity and Dell is unable to provide the product as originally quoted/ordered, the termination fo r convenience provisions of FAR 52.212-4 shall be invoked.

9. DELIVERY SCHEDULE
a. TIME OF DELIVERY. The Contractor shall deliver to CONUS destinations within the number of calendar days after receipt of order (ARO), as set forth below. Offerors shall insert in the "time of Delivery (days ARO)" column in the Schedule of Items a definite number of calendar days within which delivery will be made. In no case shall the offered delivery time exceed the Contractor's normal commercial practice, except where commercial Smart Select systems and/or non-Trade Agreement Act compliant products are being delivered. The Contractor shall ship orders to destinations OCONUS within the days ARO times specified below.

SIN CONUS OCONUS
532420L 5 – 120* 5 – 120*
34111 5 – 120*/** 5 – 120*
811212 5 – 120* 5 – 120*
51120 5 – 120* 5 – 120*
54151 5 – 120* 5 – 120*
518210C 5 – 120* 5 – 120*
61420 5 – 120* 5 – 120*
54151S 5 – 120* 5 – 120*
NEW 5 – 120* 5 – 120*
OLM 5 – 120* 5 – 120*
*Or as otherwise negotiated between the ordering activity and Dell Marketing L.P. ** Please refer to paragraph 8 in the SIN 33411 Section below for additional delivery options. i. EXPEDITED DELIVERY TIMES. For those items that can be delivered quicker than the delivery times in paragraph (a), above, the offeror is requested to insert below, a time (hours/days ARO) that delivery can be made when expedited delivery is requested: As negotiated at the time of ordering activity request. ii. OVERNIGHT AND 2-DAY DELIVERY TIMES. Ordering activities may require overnight or 2-day delivery, which is available within the U.S. only. Dell generally does not build hardware products to inventory; rather, Dell custom configures products as orders are received. Once the product is built, overnight or 2- day delivery is available for an expedite fee that is negotiated at the time of ordering activity request. Dell is 059da_dell(fed)_2021-05_gsa_mas_AFSSPL_v2 Page | 7
not required to provide, and the paying office shall not require, documentation to substantiate the fee for expedited delivery that Dell and the ordering activity have previously agreed upon. iii. INSIDE DELIVERY. Ordering activities may require inside delivery. Inside delivery is available within the U.S. only. Additional charges, if any will be negotiated at the time of ordering activity request. b. URGENT REQUIREMENTS. When the Federal Supply Schedule contract delivery period does not meet the bona fide urgent delivery requirements for an ordering agency, agencies are encouraged, if time permits, to contact the Contractor for the purpose of obtaining accelerated delivery. The Contractor shall reply to the inquiry within 3 workdays after receipt. (Telephonic replies shall be confirmed by the Contractor in writing.) If the Contractor offers an accelerated delivery time acceptable to the ordering agency, any order(s) placed pursuant to the agreed upon accelerated delivery time frame shall be delivered within this shorter delivery time and in accordance with all other terms and conditions of the Contract.

10. FOB POINT
a. Within the continental U.S (CONUS) and the District of Columbia: Destination (three to five day ground delivery). Hawaii and Alaska: Destination (3rd day air). b. Outside the U.S. (OCONUS): Deliveries via APO/FPO - Origin (i.e. the CONUS-located APO or FPO). c. Other deliveries - as agreed between the ordering activity and Dell. Shipping charges will be separately quoted, and agreed upon between the ordering activity and Dell.

11. ORDERING ADDRESS
a. Dell Marketing L.P. / Federal
Round Rock 3 East, MS RR3-63
2300 Greenlawn
Round Rock, TX 78664-7090
Dell's GSA Terms and Conditions, as well as Dell’s GSA product and pricing, are available on the Dell Federal Government Home Page at https://www.delltechnologies.com/en-us/industry/federal/federal-governmentit.htm#scroll=off. On the Federal Home Page is a tool to identify Dell Sales Representatives responsible for individual Federal Agencies. If you know the name of your Sales Representative, address your Internet mail message to:
[email protected]
i. Orders may be placed electronically, by telephone or by mail. There must be a valid Dell quote number in order to place an order (except orders placed through GSA Advantage!) Ordering activities may obtain technical and/or ordering assistance at: Voice (855) 860-9606 / Fax (877) 416-4334. ii. Dell Marketing L.P. is not currently participating in GSA’s Cooperative Purchasing Program.

However, at any one time there are approximately 20 MAS contractors who hold Dell GSA Letters of Supply and participate in Cooperative Purchasing. State and local government ordering activities may contact Dell’s GSA Schedule Point of Contact listed on the GSA e-Library email the Dell Federal Reseller mailbox at [email protected] for additional information and a current list of Dell Letter of Supply holders. b. ORDERING PROCEDURES FOR SUPPLIES AND SERVICES
Ordering activities shall use the ordering procedures of Federal Acquisition Regulation (FAR) 8.405 when placing an order or establishing a BPA for supplies or services. These procedures apply to all schedules. i. FAR 8.405-1 Ordering procedures for supplies, and services not requiring a statement of work. ii. FAR 8.405-2 Ordering procedures for services requiring a statement of work. 059da_dell(fed)_2021-05_gsa_mas_AFSSPL_v2 Page | 8
c. CONTRACT ADMINISTRATION FOR ORDERING ACTIVITIES
Any ordering activity, with respect to any one or more delivery orders placed by it under this Contract, may exercise the same rights of termination as might the GSA Contracting Officer under provisions of FAR 52.212-4, paragraphs (l) Termination for the ordering activity’s convenience, and (m) Termination for Cause (See 52.212-4). d. PURCHASE OF INCIDENTAL, NON-SCHEDULE ITEMS
i. Open Market Items are also known as incidental items, noncontract items, non-Schedule items, and items not on a Federal Supply Schedule contract. ODCs (Other Direct Costs) are not part of this Contract and should be treated as open market purchases. Ordering Activities procuring open market items must follow FAR 8.402(f). ii. Open market items shall be clearly labeled on the order as such. iii. All clauses applicable to items not on the FSS contract must be included in the order.

12. PAYMENT ADDRESSES
Standard Remittance Address: Overnight Mail Remittance Address:

Dell Marketing L.P. Dell Marketing L.P.

C/O Dell USA L.P. C/O Dell USA L.P.

P.O. Box 676265 Box 676265
Dallas, TX 75267-6265 1200 East Campbell Rd, Suite 108
Richardson, TX 75081
Electronic Payment Address
Payee/Company Information Financial Institution Information Dell Marketing L.P. PNC Bank
C/O Dell USA L.P. 500 First Avenue
1 Dell Way Box 8730 Pittsburgh, PA 15222
Round Rock, TX 78682 Beneficiary Name: Dell Marketing L.P.

Tax ID: 74-2616805 c/o Dell USA L.P.

Bank Contact: 800-762-4224
**All Electronic Fund Transfers (EFT) must use the CTX format for the invoice to be processed accurately and timely.

13. WARRANTY PROVISIONS
a. For the purpose of this Contract, warranties include, in addition to those agreed for the entire schedule Contract:
i. Time of delivery/installation quotations for individual orders; ii. Technical representations and/or warranties of products concerning performance, total system performance and/or configuration, physical, design and/or functional characteristics and capabilities of a product/equipment/service/software package submitted in response to requirements which results in orders under this schedule contract.
iii. Any representations and/or warranties made concerning the products made in any literature, description, drawings and/or specifications furnished by the Contractor. b. The above list does not encompass items not currently covered by the FSS Contract. c. Please refer to the warranty provisions within the SIN-specific sections below. 14 EXPORT PACKAGING CHARGES
Export packing is available. In the event export requires additional packaging beyond Dell’s standard commercial packaging, such packaging may require an additional charge. If such a charge is required, it will be separately quoted on an open market basis and will be listed as an open market line item on the Del ivery Order. 059da_dell(fed)_2021-05_gsa_mas_AFSSPL_v2 Page | 9

15. SECTION 508 COMPLIANCE
General information regarding Section 508 compliance on the supplies and services in this Contract is available in Electronic and Information Technology (EIT) at: http://www.section508.gov/ Dell maintains a library of Section 508 Voluntary Product Accessibility Templates (VPATS) detailing how individual products meet the requirements of Section 508. Dell’s VPATS, as well as other related information may be found at: http://www.dell.com/learn/us/en/uscorp1/vpat. Additional information is also available from your Dell Sales Representative.

16. DUNS AND OTHER STATISTICAL DATA FOR ORDERING ACTIVITY COMPLETION OF SF 279 Data Universal Numbering System (DUNS) Number: 877936518 Business Size: Large Business
Woman-Owned Small Business: No
Tax Identification Number (TIN): 74-2616805
Veteran Owned Small Business (VOSB): No
CAGE Code: 3DMD3

17. SYSTEM FOR AWARD MANAGEMENT (SAM)
Dell Marketing L.P.’s SAM registration is current, accurate and complete.

18. CONTRACTOR TASKS / SPECIAL REQUIREMENTS (C-FSS-370) (NOV 2003) a. SECURITY CLEARANCES: The Contractor may be required to obtain/possess varying levels of security clearances in the performance of orders issued under this Contract. As Dell Marketing L.P. does not hold a U.S.

Government Facility Security Clearance (“FSC”), in event clearances are required, the Contractor will establish a GSA Contactor Teaming Agreement with its affiliate Dell Federal Systems L.P., which holds a GSA MAS, number GS-35F-0884P). All costs associated with providing individuals who possess the appropriated level of security clearance will be negotiated with the ordering activity on an individual task/delivery order basis. b. TRAVEL: The Contractor may be required to travel in performance of orders issued under this contract.

Allowable travel and per diem charges are governed by Pub .L. 99-234 and FAR Part 31, and are reimbursable by the ordering agency or can be priced as a fixed price item on ord ers placed under the Multiple Award Schedule.

Travel in performance of a task order will only be reimbursable to the extent authorized by the ordering agency. The Industrial Funding Fee does NOT apply to travel and per diem charges. c. CERTIFICATIONS, LICENSES AND ACCREDITATIONS: As a commercial practice, the Contractor may be required to obtain/possess any variety of certifications, licenses and accreditations for specific FSC/service code classifications offered. All costs associated with obtaining/ possessing such certifications, licenses and accreditations should be factored into the price offered under the Multiple Award Schedule program. d. INSURANCE: As a commercial practice, the Contractor may be required to obtain/possess insurance coverage for specific FSC/service code classifications offered. All costs associated with obtaining/possessing such insurance should be factored into the price offered under the Multiple Award Schedule program. e. PERSONNEL: The Contractor may be required to provide key personnel, resumes or skill category descriptions in the performance of orders issued under this Contract. Ordering activities may require agency approval of additions or replacements to key personnel. f. ORGANIZATIONAL CONFLICTS OF INTEREST: Where there may be an organizational conflict of interest as determined by the ordering agency, the Contractor’s participation in such order may be restricted in accordance with FAR Part 9.5, in the event a mitigation plan is unable to be ag reed upon between the order activity and the Contractor.
g. DOCUMENTATION/STANDARDS: The Contractor may be requested to provide products or services in accordance with rules, regulations, OMB orders, standards and documentation as specified by the agency’s order. 059da_dell(fed)_2021-05_gsa_mas_AFSSPL_v2 Page | 10
h. DATA/DELIVERABLE REQUIREMENTS: Any required data/deliverables at the ordering level will be as specified or negotiated in the ordering activity’s order. i. GOVERNMENT-FURNISHED PROPERTY: As specified by the agency’s order, the Government may provide property, equipment, materials or resources as necessary. Contractor does not maintain a Government approved property management system.
j. AVAILABILITY OF FUNDS: Many Government agencies’ operating funds are appropriated for a specific fiscal year. Funds may not be presently available for any orders placed under the Contract or any option year. The Government’s obligation on orders placed under this contract is contingent upon the availability of appropriated funds from which payment for ordering purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are available to the ordering Contracting Officer. It is at the Contractor’s sole discretion whether to accept an order(s) where funds are not yet available.

19. BLANKET PURCHASE AGREEMENT (BPAs)
Subject to FAR 8.405-3, establishment of BPAs under this FSS Contract to fill repetitive needs for supplies or services is allowable.

20. CONTRACTOR TEAM ARRANGEMENTS
a. Dell participates in contractor team arrangements (CTA), consistent with the GSA guidance at http://www.gsa.gov/portal/content/200553. During the solicitation phase of a GSA procurement, where Dell may be bidding as a CTA Team Member with multiple competing Team Leads, contingent upon the ordering activity’s approval, a Letter of Intent to Team with each Lead is acceptable in lieu negotiation multiple CTAs, only to have all but one cancelled.
b. Contractors participating in contractor team arrangements must abide by all terms and conditions of their respective contracts. This includes compliance with contract clause 552.238-80, Industrial Funding Fee and Sales Reporting, i.e., each contractor (team member) must report sales and remit the IFF for all products and services provided under its individual contract.

21. INSTALLATION, DEINSTALLATION, REINSTALLATION
a. The Davis-Bacon Act (40 U.S.C. 276a-276a-7) provides that contracts in excess of $2,000 to which the United States or the District of Columbia is a party for construction, alteration, or repair (including painting and decorating) of public buildings or public works with the United States, shall contain a clause that no laborer or mechanic employed directly upon the site of the work shall receive less than the prevailing wage rates as determined by the Secretary of Labor. The requirements of the Davis-Bacon Act do not apply if the construction work is incidental to the furnishing of supplies, equipment, or services.
b. Dell is unable to accept task orders subject to the Davis Bacon Act; compliance may be possible through a CTA where Dell is a Team Member. The ordering activity issuing the task order against this FSS Contract will be responsible for proper administration and enforcement of the Federal labor standards covered by the Davis -Bacon Act. The proper Davis-Bacon wage determination will be issued by the ordering activity at the time a request for quotations is made for applicable construction classified installation, de-installation, and reinstallation services under SIN 33411.

22. INSURANCE—WORK ON A GOVERNMENT INSTALLATION (JAN 1997)(FAR 52.228-5) a. Dell shall, at its own expense, provide and maintain during the entire performance of this FSS Contract, at least the kinds and minimum amounts of insurance required herein. b. If requested by the ordering activity, before commencing work hereunder, Dell shall notify the Contracting Officer in writing that the required insurance has been obtained, and provide a Certificate of Insurance if so desired.

The policies evidencing required insurance shall contain an endorsement to the effect that any cancellati on or any material change adversely affecting the Government's interest shall not be effective— 059da_dell(fed)_2021-05_gsa_mas_AFSSPL_v2 Page | 11
i. For such period as the laws of the State in which this Contract is to be performed prescribe; or ii. Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.

23. LIABILITY FOR INJURY OR DAMAGE
Dell shall not be liable for any injury to ordering activity personnel or damage to ordering activity property arising from the use of equipment maintained by the Contractor, unless such injury or damage is due to the fault or negligence of the Contractor. The foregoing limitation of liability shall not apply to (1) personal injury or death res ulting from Contractor’s gross negligence; or (2) for fraud.

24. FEDERAL INFORMATION TECHNOLOGY/TELECOMMUNICATIONS STANDARDS REQUIREMENTS Ordering activities acquiring products from this Schedule must comply with the provisions of the Federal Standards Program, as appropriate (reference: NIST Federal Standards Index). Inquiries to determine whether or not specific products listed herein comply with Federal Information Processing Standards (FIPS) or Federal Telecommunication Standards (FED-STDS), which are cited by ordering activities, shall be directed to Dell. a. FEDERAL INFORMATION PROCESSING STANDARDS PUBLICATIONS (FIPS PUBS): Information Technology products under this Schedule that do not conform to Federal Information Processing Standards (FIPS) should not be acquired unless a waiver has been granted in accordance with the applicable "FIPS Publication." Federal Information Processing Standards Publications (FIPS PUBS) are issued by the U.S. Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security Act. Information concerning their availability and applicability should be obtained from the National Technical Information Service (NTIS), 5285 Port Royal Road, Springfield, Virginia 22161. FIPS PUBS include voluntary standards when these are adopted for Federal use. Individual orders for FIPS PUBS should be referred to the NTIS Sales Office, and orders for subscription service should be referred to the NTIS Subscription Officer, both at the above ad dress, or telephone number (703) 487-4650.
b. FEDERAL TELECOMMUNICATIONS STANDARDS (FED-STDS): Telecommunication products under this Schedule that do not conform to Federal Telecommunication Standards (FED-STDS) should not be acquired unless a waiver has been granted in accordance with the applicable "FED-STD." Federal Telecommunication Standards are issued by the U.S. Department of Commerce, National Institute of Standards and Technology (NIST), pursuant to National Security Act. Ordering information and information concerning the availability of FED-STDS should be obtained from the GSA, Federal Acquisition Service, Specification Section, 470 East L’Enfant Plaza, Suite 8100, SW, Washington, DC 20407, telephone number (202)619-8925. Please include a self-addressed mailing label when 1requesting information by mail. Information concerning their applicability can be obtained by writing or calling the U.S. Department of Commerce, NIST, Gaithersburg, MD 20899, telephone number (301)975-2833. 059da_dell(fed)_2021-05_gsa_mas_AFSSPL_v2 Page | 12

TERMS AND CONDITIONS APPLICABLE TO LEASING OF NEW ELECTRONIC EQUIPMENT (SPECIAL ITEM NUMBER 532420L)
2 LEASE TYPES
The ordering activity will consider proposals for the following lease types:
a. Lease to Ownership;
b. Lease with Option to Own; and
c. Step Lease.

Orders for leased products must specify the leasing type.

OPTION 1

1. STATEMENT
a. It is understood by all parties to this Contract that orders issued under this SIN shall constitute a lease arrangement. Unless the ordering activity intends to obligate other than annual appropriations to fund the lease, the base period of the lease is from the date of the product acceptance through September 30 of the fiscal year in which the order is placed.
b. Agencies are advised to follow the guidance provided in Federal Acquisition Regulation (FAR) Subpart 7.4 Product Lease or Purchase and OMB Circular A-11. Agencies are responsible for the obligation of funding consistent with all applicable legal principles when entering into any lease arrangement.

2. FUNDING AND PERIODS OF LEASING ARRANGEMENTS
a. Annual Funding. When annually appropriated funds are cited on an order for leasing, the following applies:
i. The base period of an order for any lease executed by the ordering activity shall be for the duration of the fiscal year. All ordering activity renewal options under the lease shall be specified in the delivery order. All orders for leasing shall remain in effect through September 30 of the fiscal year or the planned expiration date of the lease, whichever is earlier, unless the ordering activity exercises its rights hereunder to acquire title to the product prior to the planned expiration date or unless the ordering activity exercises its right to terminate under FAR 52.212-4. Orders under the lease shall not be deemed to obligate succeeding fiscal year’s funds or to otherwise commit the ordering activity to a renewal. ii. All orders for leasing shall automatically terminate on September 30, unless the ordering activity notifies the Contractor in writing thirty (30) calendar days prior to the expiration of such orders of the ordering activity’s intent to renew. Such notice to renew shall not bind the ordering activity. The ordering activity has the option to renew each year at the original rate in effect at the time the order is placed. This rate applies for the duration of the order. If the ordering activity exercises its option to renew, the renewal order, shall be issued within 15 days after funds become available for obligation by the ordering act ivity, or as specified in the initial order. No termination fees shall apply if the ordering activity does not exercise an option.
b. Crossing Fiscal Years Within Contract Period. Where an ordering activity has specific authority to cross fiscal years with annual appropriations, the ordering activity may place an order under this option to lease product for a period up to the expiration of its period of appropriation availability, or twelve months, whichever occurs later, notwithstanding the intervening fiscal years.

3. DISCONTINUANCE AND TERMINATION
Notwithstanding any other provision relating to this SIN, the ordering activity may terminate products leased under this agreement, at any time during a fiscal year in accordance with the termination provisions contained in FAR 2 Dell proposes additionaloptionalterms and conditions for billings, payments, and/or invoices, consistent with terms and conditions specified in Appendix D Supplemental Leasing Provisions. 059da_dell(fed)_2021-05_gsa_mas_AFSSPL_v2 Page | 13

52.212-4. (l) Termination for the ordering activity’s convenience, or (m) Termination for cause. Additionally, no termination for cost or fees shall be charged for non-renewal of an option. ****************************************************************************************************************************** OPTION 2
Option 2 Lease Terms and Conditions contains a cancellation clause, in which the fee must be in accordance with applicable legal principles.

To the extent an Offeror wishes to propose alternative lease terms and conditions that provide for lower discounts/prices based on the ordering activity’s stated intent to fulfill the projected term of a lease including option years, while at the same time including separate charges for early end of the lease, the following terms apply. These terms address the timing and extent of the ordering activity’s financial obligation including any potential charges for early end of the lease.

52.207-5 Option to Purchase Equipment Feb 1995

52.227-14 Rights in Data-General May 2014

1. LEASING PRICE LIST NOTICE
Contractors must include the following notice in their contract price list for SIN 532420L:
“The ordering activity is responsible for the obligation of funds consistent with applicable law. Agencies are advised to review the lease terms and conditions contained in this price list prior to ordering and obligating funding for a lease.”

2. STATEMENT OF ORDERING ACTIVITY INTENT
a. The ordering activity and the Contractor understand that a delivery order issued pursuant to this SIN is a lease arrangement and contemplates the use of the product for the term of the lease specified in such delivery order (the “Lease Term”). In that regard, the ordering Activity, as lessee, understands that the lease provisions contained herein and the rate established for the delivery order are premised on the ordering Activity's intent to fulfill that agreement, including acquiring products for the period of time specified in the order. Each lease hereunder shall be initiated by a delivery order which shall, either through a statement of work or other attachment, specify the product being leased, and the required terms of the transaction. b. Each ordering activity placing a delivery order under the terms of this option intends to exercise each renewal option and to extend the lease until completion of the Lease Term so long as the need of the ordering activity for the product or functionally similar product continues to exist and funds are appropriated. Contractor may request information from the ordering activity concerning the essential use of the products.

3. LEASE TERM
a. The date on which the ordering activity accepts the products is the Commencement Date of the lease. For acceptance to occur, the products must operate in accordance with the product’s published specifications and statement of work. Acceptance shall be in accordance with the terms of the contract or as otherwise negotiated by the ordering activity and the Contractor.
b. Any lease is executed by the ordering activity on the basis that the known requirement for such product exceeds the initial base period of the delivery order, which is typically 12 months, or for the remainder of the fiscal year. Pursuant to FAR and/or DFAR 232.703--3(b), delivery orders with options to renew that are funded by annual (fiscal year) appropriations may provide for initial base periods and option periods that cross fiscal years as long as the initial base period or each option period does not exceed a 12 month period. This cross fiscal year authority does not apply to multi-year leases.
059da_dell(fed)_2021-05_gsa_mas_AFSSPL_v2 Page | 14
c. The total Lease Term will be specified in each delivery order, including any relevant renewal options of the ordering activity. All delivery orders, whether for the initial base period or renewal period, shall remain in effect through September 30 of the fiscal year (unless extended by statute), through any earlier expiration date specified in the delivery order, or until the ordering activity exercises its rights hereunder to acquire title to the product prior to such expiration date. The ordering activity, at its discretion, may exercise each option to extend the term of the lease through the lease term. Renewal delivery orders shall not be issued for less than all of the product and/or software set forth in the original delivery order. Delivery orders under this SIN shall not be deemed to obligate succeeding fiscal year funds. The ordering activity shall provide the Contractor with written notice of exercise of each renewal option as soon as practicable. Notice requirements may be negotiated on an order-by-order basis. d. Where an ordering activity’s specific appropriation or procurement authority provides for contracting beyond the fiscal year period, the ordering activity may place a delivery order for a period up to the expiration of the Lease Term, or to the expiration of the period of availability of the multi-year appropriation, or whatever is appropriate under the applicable circumstances.

4. LEASE TERMINATION
a. The ordering activity must elect the Lease Term of the relevant delivery order. The Contractor (and assignee, if any) will rely on the ordering activity’s representation of its intent to fulfill the full Lease Term to determine the monthly lease payments calculated herein.
i. The ordering activity may terminate or not renew leases under this option at no cost, pursuant to a Termination for Non-Appropriation as defined herein (see paragraph (c) below). In any other event, the ordering activity’s contracting officer may either terminate the relevant delivery order for cause or Termination for Convenience in accordance with GSAR 552.212-4 paragraphs (l) and (m). ii. The Termination for Convenience at the end of a fiscal year allows for separate charges for the early end of the lease (see paragraph (d) below). In the event of termination for the convenience of the ordering activity, the ordering activity may be liable only up to the amount beyond the order’s Termination Ceiling. Any termination charges calculated under the Termination for Convenience clause must be determined or identified in the delivery order or in the lease agreement. b. Termination for Convenience of the Ordering Activity: Leases entered into under this option may not be terminated except by the ordering activity’s contracting officer responsible for the delivery order in accordance with GSAR 552.212-4, Contract Terms and Conditions-Commercial Items, paragraph (l), Termination for Convenience of the ordering activity. The costs charged to the ordering activity as the result of any Termination for Convenience of the ordering activity must be reasonable and may not exceed the sum of the fiscal year’s payment obligations less payments made to date of termination plus the Termination Ceiling . c. Termination for Non-Appropriation: The ordering activity reasonably believes that the bona fide need will exist for the entire Lease Term and corresponding funds in an amount sufficient to make all payment s for the lease Term will be available to the ordering activity. Therefore, it is unlikely that leases entered into under this option will terminate prior to the full Lease Term. Nevertheless, the ordering activity’s contracting officer may terminate or not renew leases at the end of any initial base period or option period under this paragraph if (a) it no longer has a bona fide need for the product or functionally similar product; or (b) there is a continuing need, but adequate funds have not been made available to the ordering activity in an amount sufficient to continue to make the lease payments. If this occurs, the ordering activity will promptly notify the Contractor, and the product lease will be terminated at the end of the last fiscal year for which funds were appropriated. Substantiation to support a termination for nonappropriation shall be provided to the Contractor upon request. d. Termination Charges: At the initiation of the lease, termination ceilings will be established for each year of the lease term. The termination ceiling is a limit on the amount that a Contractor may be paid by the ordering activity on the Termination for Convenience of a lease. No claim will be accepted for future costs: supplies, maintenance, usage charges or interest expense beyond the date of termination. In accordance with the bona fide needs rule, all termination charges must reasonably represent the value the ordering activity received for the work performed based 059da_dell(fed)_2021-05_gsa_mas_AFSSPL_v2 Page | 15
upon the shorter lease term. No Termination for Convenience costs will be associated with the expiration of the lease term.
e. At the order level, the ordering activity may, consistent with legal principles, negotiate lower monthly payments or rates based upon appropriate changes to the termination conditions in this section. ******************************************************************************************************************************

LEASE PROVISIONS COMMON TO ALL TYPES OF LEASE AGREEMENTS The following terms and conditions are applicable to any lease awarded under this Contract regardless of type or Option.

1. ORDERING PROCEDURES
a. When an ordering activity expresses an interest in leasing a product(s), the ordering activity will provide the following information to the prospective Contractor:
i. Which product(s) is (are) required.
ii. The required delivery date.
iii. The proposed lease plan and term of the lease.
iv. Where the product will be located.
v. Description of the intended use of the product.
vi. Source and type of appropriations to be used.
b. The Contractor will respond with:
i. Whether the Contractor can provide the required product. ii. The estimated residual value of the product (Lease with Option to Own and Step Lease only). iii. The monthly payment based on the rate.
iv. The estimated cost, if any, of applicable State or local taxes. State and local personal property taxes are to be estimated as separate line items in accordance with FAR 52.229-1, which may be identified and added to the monthly lease payment.
v. A confirmation of the availability of the product on the required delivery date. vi. Extent of warranty coverage, if any, of the leased products. vii. The length of time the quote is valid.
c. The ordering activity may issue a delivery order to the Contractor based on the information set forth in the Contractor’s quote. In the event that the ordering activity does not issued a delivery order within the validity period stated in the Contractor’s quote letter, the quote shall expire.

2. ASSIGNMENT OF CLAIMS
GSAR 552.232-23, Assignment of Claims, is incorporated herein by reference as part of these lease provisions. The ordering activity’s contracting officer will acknowledge the assignment of claim for a lease in accordance with FAR

32.804-5. The extent of the assignee’s protection is in accordance with FAR 32.804. Any setoff provision must be in accordance with FAR 32.803.

3. PEACEFUL POSSESSION AND UNRESTRICTED USE
059da_dell(fed)_2021-05_gsa_mas_AFSSPL_v2 Page | 16
In recognition of the types of products available for lease and the potential adverse impact to the ordering activity’s mission, the ordering activity’s quiet and peaceful possession and unrestricted use of the product shall not be disturbed in the event the product is sold by the Contractor, or in the event of bankruptcy of the Contractor, corporate dissolution of the Contractor, or other event. The product shall remain in the possession of the ordering activity until the expiration of the lease. Any assignment, sale, bankruptcy, or other transfer of the leased product by the Contractor will not relieve the Contractor of its obligations to the ordering activity, and will not change the ordering activity’s duties or increase the burdens or risks imposed on the ordering activity.

4. COMMENCEMENT OF LEASE
The date on which the ordering activity accepts the products is the Commencement Date of the lease. Acceptance is as defined elsewhere in the Contract, or as further specified in the order.

5. INSTALLATION AND MAINTENANCE
a. Installation and Maintenance, when applicable, normally are not included in the charge for leasing. The Contractor may require the ordering activity to obtain installation and maintenance services from a qualified source.

The ordering activity may obtain installation and/or maintenance on the open market, from the Contractor’s schedule Contract, or from other sources. The ordering activity may also perform installation and/or maintenance in house, if qualified resources exist. In any event, it is the responsibility of the ordering activity to ensure that maintenance is in effect for the Lease term for all products leased.
b. When installation and/or maintenance are ordered under this schedule to be performed by the Contractor, the payments, terms and conditions as stated in this Contract apply. The rates and terms and conditions in effect at the time the order is issued shall apply during any subsequent renewal period of the lease. The maintenance rates and terms and conditions may be added to the lease payments with mutual agreement of the parties.

6. MONTHLY PAYMENTS
a. Prior to the placement of an order under this Special Item Number, the ordering activity and the Contractor must agree on a “base value” for the products to be leased. For Lease to Ownership (Capital Lease) the base value will be the Contract purchase price (less any discounts). For Lease with Option to Own (Operating Lease), the base value will be the Contract purchase price (less any discounts), less a mutually agreed upon residual value (pre-stated purchase option price at the conclusion of the lease) for the products. The residual value will be used in the calculation of the original lease payment, lease extension payments, and the purchase option price. b. To determine the initial lease term payment, the Contractor agrees to apply the negotiated lease factor to the agreed upon base value: For delivery orders placed under this SIN 532420L, whether under Option 1 or Option 2, Dell offers the following lease pricing:
i. Pricing shall be calculated at an interest rate consisting of 400 basis points plus the Treasury constant maturity equal to the original lease term as shown in the Federal Reserve statistical release H.15 as of the preceding date closest to the date of the Lease Quote letter. ii. For Example: Lease factor one (1) percent over the rate for the three year (or other term) Treasury Bill (T-bill) at the most current U. S. Treasury auction.

The lease payment may be calculated by using a programmed business calculator or by using “rate” functions provided in commercial computer spreadsheets (e.g., Lotus 1-2-3, Excel). c. For any lease extension, the extension lease payment will be based on the original residual value, in lieu of the purchase price. The ordering activity and the Contractor shall agree on a new residual value based on the estimated fair market price at the end of the extension. The formula to determine the lease payment will be that in

6.b. above.
d. The purchase option price will be the fair market value of the product or payment will be based upon the unamortized principle, as shown on the payment schedule as of the last payment prior to date of transfer of ownership, whichever is less.
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NOTE: At the order level, ordering activity may elect to obtain a lower rate for the lease by setting the purchase option price as either, the fair market value of the product or unamortized principle. The methodology for determining lump sum payments may be identified in the pricelist.
e. The point in time when monthly rates are established is subject to negotiation and evaluation at the order level. In the event the ordering activity desires, at any time, to acquire title to product leased hereunder, the ordering activity may make a one-time lump sum payment.

7. LEASE END/DISCONTINUANCE OPTIONS
a. Upon the expiration of the Lease Term, Termination for Convenience, or Termination for Non-Appropriation, the ordering activity will return the Product to the Contractor unless the ordering activity by 30 days written notice elects either:
i. to purchase the product for the residual value of the product, or ii. to extend the term of the Lease, as mutually agreed. To compute the lease payment, the residual value from the preceding lease shall be the initial value of the leased product. A new residual value shall be negotiated for the extended lease and new lease payments shall be computed. b. Relocation - The ordering activity may relocate products to another location within the ordering activity with prior written notice. No other transfer, including sublease, is permitted. Ordering activity shall not assign, transfer or otherwise dispose of any products, or any interest therein, or crate or suffer any levy, lien o r encumbrance then except those created for the benefit of Contractor or it's assigns. c. Returns:
i. Within fourteen (14) days after the date of expiration, non-renewal or termination of a lease, the ordering activity shall, at its own risk and expense, have the products packed for shipment in accordance with manufacturer's specifications and return the products to Contractor at the location specified by Contractor in the continental US, in the same condition as when delivered, ordinary wear and tear excepted. Any expenses necessary to return the products to good working order shall be at ordering activity's expense.
ii. The Contractor shall conduct a timely inspection of the returned products and within 45 days of the return, assert a claim if their condition product exceeds normal wear and tear. iii. Product will be returned in accordance with the terms of the Contract and in accordance with Contractor instruction.
iv. With respect to software, the ordering activity shall state in writing to the Contractor that it has:
(1) deleted or disabled all files and copies of the software from the equipment on which it was installed; (2) returned all software documentation, training manuals, and physical media on which the software was delivered; and
(3) has no ability to use the returned software.

8. UPGRADES AND ADDITIONS
a. The ordering activity may affix or install any accessory, addition, upgrade, product or device on the product ("additions") provided that such additions:
i. can be removed without causing material damage to the product; ii. do not reduce the value of the product; and
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iii. are obtained from or approved by the Contractor, and are not subject to the interest of any third party other than the Contractor.
b. Any other additions may not be installed without the Contractor's prior written consent. At the end of the lease term, the ordering activity shall remove any additions which:
i. were not leased from the Contractor, and
ii. are readily removable without causing material damage or impairment of the intended function, use, or value of the product, and restore the product to its original configuration. c. Any additions that are not so removable will become the Contractor's property (lien free). d. Leases of additions and upgrades must be co-terminus with that of the product.

9. RISK OF LOSS OR DAMAGE
The ordering activity is relieved from all risk of loss or damage to the product during periods of transportation, installation, and during the entire time the product is in possession of the ordering activity, except when loss or damage is due to the fault or negligence of the ordering activity. The ordering activity shall assume risk of loss or damage to the product during relocation, (i.e., moving the product from one ordering activity location to another ordering activity location), unless the Contractor shall undertake such relocation.

10. TITLE
During the lease term, product shall always remain the property of the Contractor. The ordering activity shall have no property right or interest in the product except as provided in this leasing agreement and shall hold the product subject and subordinate to the rights of the Contractor. Software and software licenses shall be deemed personal property. The ordering activity shall have no right or interest in the software and related documentation except as provided in the license and the lease. Upon the Commencement Date of the Lease Term, the ordering activity shall have an encumbered license to use the software for the Lease Term. The ordering activity’s encumbered license rights in the software will be subject to the same rights as provided to a purchaser of a license under the terms of this contract except that the ordering activity will not have an unencumbered, paid-up license until it has made all lease payments for the full Lease Term in the case of an Lease To Ownership or has otherwise paid the applicable purchase option price.

11. TAXES
The lease payments, purchase option prices, and interest rates identified herein exclude all state and local taxes levied on or measured by the Contract or sales price of the product furnished hereunder. The ordering activity will be invoiced for any such taxes as Contractor receives such tax notices or assessments from the applicable local taxing authority. Pursuant to the provisions of FAR 52.229-1 (Deviation – May 2003), State and Local Taxes, the ordering activity agrees to pay tax or provide evidence necessary to support an exemption from the tax.

12. OPTION TO PURCHASE EQUIPMENT (FEB 1995) (FAR 52.207-5) a. The Government may purchase the equipment provided on a lease or rental basis under this Contract. The contracting officer may exercise this option only by providing a unilateral modif ication to the Contractor. The effective date of the purchase will be specified in the unilateral modification and may be any time during the period of the Contract, including any extensions.
b. Except for final payment and transfer of title to the Government, the lease or rental portion of the Contract becomes complete and lease or rental charges shall be discontinued on the day immediately preceding the effective date of purchase specified in the unilateral modification required in paragraph (a) of this clause. c. The purchase conversion cost of the equipment shall be computed as of the effective date specified in the unilateral modification required in paragraph (a) of this clause, on the basis of the purchase price set forth in the Contract, minus the total purchase option credits accumulated during the period of lease or rental, calculated by the formula contained elsewhere in this Contract.
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d. The accumulated purchase option credits available to determine the purchase conversion cost will also include any credits accrued during a period of lease or rental of the equipment under any previous Government contract if the equipment has been on continuous lease or rental. The movement of equipment from one site to another site shall be “continuous rental.”
*******************************************************************************************************************************

OPTIONAL SUPPLEMENTAL LEASE TERMS
Please refer to Appendix D, Optional Supplemental Lease Terms, for additional terms that, if adopted, may decrease the lease rate.
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TERMS AND CONDITIONS APPLICABLE TO PURCHASING OF NEW ELECTRONIC EQUIPMENT (SPECIAL ITEM NUMBER 33411)

1. MATERIAL AND WORKMANSHIP
All equipment furnished hereunder must satisfactorily perform the function for which it is intended.

2. ORDER
Written orders, GSA Advantage! orders, internet orders (via dell.com/federal), credit card orders, and orders placed under blanket purchase agreements (BPA) agreements shall be the basis for purchase in accordance with the provisions of this Contract. If time of delivery extends beyond the expiration date of the Contract, the Contractor will be obligated to meet the delivery and installation date specified in the original order. Written orders, GSA Advantage! orders, internet orders, credit card orders or, telephone orders are permissible.

3. TRANSPORTATION OF EQUIPMENT
FOB Destination: Prices cover equipment delivery to destinations in the United States, Hawaii, Alaska and the District of Columbia using three to five day ground transportation.

Shipping charges may apply to other OCONUS locations. The Contractor will separately quote OCONUS shipping charges; the agreed upon charges will be included on the delivery order. Contractor’s ability to ship a product via APO/FPO is dependent upon the size and weight of the product. Given that product sizes and weights vary with configuration and model, and APO/FPO requirements are subject to change, ordering activities desiring to ship via APO/FPO should contact their Dell Sales Representative to confirm if the product they are interested in purchasing may be shipped via this method. In general, Dell notebook and desktop computers , flat-panel monitors, and software & peripheral products may be shipped via APO/FPO; Dell workstations, servers and data storage products may not be able to be shipped via APO/FPO. Please note that shipping via US Postal Service to an APO/FPO address can take up to 8 weeks to deliver with no tracking available while in route to the destination.

4. INSTALLATION AND TECHNICAL SERVICES
a. INSTALLATION. Ordering activities may install ordered equipment themselves or order this service from Dell at the prices listed in the price list. Generally, ordering activities may install Government (i.e. desktop, notebook and workstation systems, as well third-party software and peripheral items) products and certain enterprise (i.e. server and storage products); more complex enterprise products may require Contractor installation. Any Contractor travel required in the performance of Installation Services must comply with the Federal Travel Regulation or Joint Travel Regulations, as applicable, in effect on the date(s) the travel is performed. Established Federal Government per diem rates will apply to all Contractor travel. Contractors cannot use GSA city pair contracts. b. CUSTOM FACTORY INTEGRATION SERVICES. In addition to services specifically tied to its computer systems (e.g. warranty break fix, installation, asset recovery), Dell offers Custom Factory Intergration Services (“CFI” or “CFS”). These are services directly associated with the IT hardware requested by the customer, that are unique to the customer. Examples of CFI include, but are not limited to customer-specific image loading, non-Dell-standard peripheral/component integration and/or “drop-in-the-box,” non-Dell-SKU’d component integration, application of UID/RFID tags, merge center services (e.g. order consolodation), etc. While standard CFI, e.g. an asset tag or a UID tag are on the GSA Price List, customer-unique services are not added (but are available for purchase under the Contract) since only the customer for whom they are for may order them. Customer-specific custom SKUs are developed and exist for the term of the order, then retired. Pricing is negotiated between the ordering activity and Dell, with the Contract discount applied.
c. INSTALLATION, DEINSTALLATION, REINSTALLATION. The Davis-Bacon Act (40 U.S.C. 276a-276a-7) provides that contracts in excess of $2,000 to which the United States or the District of Columbia is a party for construction, alteration, or repair (including painting and decorating) of public buildings or pub lic works with the United States, shall contain a clause that no laborer or mechanic employed directly upon the site of the work shall receive 059da_dell(fed)_2021-05_gsa_mas_AFSSPL_v2 Page | 21
less than the prevailing wage rates as determined by the Secretary of Labor. The requirements of the Davis -Bacon Act do not apply if the construction work is incidental to the furnishing of supplies, equipment, or services. For example, the requirements do not apply to simple installation or alteration of a public building or public work that is incidental to furnishing supplies or equipment under a supply contract. However, if the construction, alteration or repair is segregable and exceeds $2,000, then the requirements of the Davis-Bacon Act apply.

The ordering activity issuing the task order against this Contract will be responsible for proper administration and enforcement of the Federal labor standards covered by the Davis -Bacon Act. The proper Davis-Bacon wage determination will be issued by the ordering activity at the time a request for quotations is made for applicable construction classified installation, de-installation, and reinstallation services under SIN 33411. d. OPERATING AND MAINTENANCE MANUALS. The Contractor shall furnish the ordering activity with one (1) copy of all operating and maintenance manuals which are normally provided, in electronic format, loaded on the equipment being purchased.

5. INSPECTION/ACCEPTANCE AND RETURN POLICY
a. INSPECTION. The Contractor shall only tender for acceptance those items that conform to the requirements of this Contract. The ordering activity reserves the right to inspect or test any equipment that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming equipment at no increase in Contract price. The ordering activity must exercise its post acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item. b. ACCEPTANCE. Except for shipments via APO/FPO, acceptance shall occur on the first day after delivery of the product to the Government. For shipments via APO/FPO, acceptance shall occur on the first day after delivery to the Army or Fleet Post Office (i.e. the FOB point).
c. RETURNS POLICY. The Government may return Dell-branded products to Dell up to 30 days from the day they are delivered. This policy does not apply to certain Dell branded products, as further outlined on the link below. Please refer to subsection 2.d. of the SINs 511210 and 54151 section of this AFSSPL for the software returns policy. Specific return instructions may be found at:
http://www.dell.com/learn/us/en/uscorp1/terms-of-sale-commercial-and-public-sector-returns

6. WARRANTY FOR DELL PRODUCT
a. For all products, the Contractor will furnish all maintenance, machine adjustments, repairs and parts at the Government location for a period of three years from the date of shipment. The on-site guarantee covers the base system and any factory installed options offered under this Contract, except consumable items such as notebook batteries, which come with a one year replacement (exchange) service offering. Warranties for other Dell-branded peripheral products, spare parts and customer kits vary. Please refer to the “How long does this limited hardware warranty last?” section of Dell’s limited warranty which may be found on the link immediately below. Dell reserves the right to replace, as a whole unit, monitors, keyboards and mice if an online technician determines that the unit is defective. Monitors purchased under this Contract are also covered under the base system guarantee. The terms and conditions of Dell’s limited three-year warranty are loaded on each Dell system and may be found at:
http://www.dell.com/learn/us/en/uscorp1/terms-of-sale-commercial-and-public-sector-warranties In addition, addition warranty terms covering Dell EMC branded products are available on this link. These warranties, as applicable, effective as of the date of this AFSSPL, are included as Appendix E. These are Dell Technologies Inc.’s U.S. warranties applicable to all U.S. Commercial and Public Sector sales (separate warranties are applicable to Consumer sales), and are subject to change from time to time at Dell Technologies Inc.’s sole discretion. As authorized by GSAR 552.212-4(w)(vi), Dell may unilaterally revise commercial supplier agreement terms provided such revisions are not material (as defined in the clause). 059da_dell(fed)_2021-05_gsa_mas_AFSSPL_v2 Page | 22
If your product fails during the warranty period and the troubleshooting suggestions in the product documentation do not solve the problem, you can receive support by contacting the Contractor via telephone, email or chat. The Support homepage may be found at: http://www.dell.com/support/home/us/en/555?c=us&l=en&s=biz b. Next business day service listed in the price pages applies to the continental U.S., the District of Columbia, and to Alaska, and Hawaii within the specified service locations. OCONUS service requires purchase of warranty uplift options necessary for supporting such locations. Please refer to the Service Contract provided approximately 30 days after product delivery for a complete description of the services available. c. OCONUS service SLA’s, availability and uplift options are available online at:
http://www.dell.com/learn/us/en/04/fed/oconus-program
d. Additional warranty support services for critical infrastructure are available for an additional charge, many of which may be location-dependent, including 2 and 4 hour response time, ProSupport and ProSupport Flex. Please contact your Dell Inside Sales Representative, Dell Account Executive, or GSA POC for additional information. e. All parts replaced during the warranty period shall become the property of the Contractor, unless the ordering activity has procured an additional service such as “Keep Your Own Hard Drive.” f. Prior to the expiration of the warranty period, whenever equipment is shipped for repair or mechanical replacement purposes, the Contractor shall bear all costs, including, but not limited to, costs of packing, transportation, rigging, drayage, and insurance. This warranty shall apply to the replacement machine from the date of its acceptance.
g. When equipment is returned to the Contractor's establishment for repairs, the Contractor shall be responsible for any damage or loss from the time the equipment is removed from the Government installation until the equipment is returned to such installation.
h. This warranty does not apply if damage to the equipment is occasioned by fault or negligence of the Government.
i. Inspection and repair of defective equipment under this warranty will generally be performed at the customer location; however it may be performed at a variety of Contractor or the locations, depending on the type of equipment involved. Specific return instructions will be provided by Customer Care as part of the service call. Return shipment of defective equipment, either repaired or replaced, will generally be made within 7-10 days after receipt, contingent upon parts availability.
j. Software and Peripheral products will be furnished with the standard warranty offered by the manufacturer.

7. PURCHASE PRICE FOR ORDERED EQUIPMENT
The purchase price that the ordering activity will be charged will be the price for the end-item IT system in effect at the time of ordering activity order placement (i.e. the price quoted by Dell) or the price that is in effect at the time the order is entered into Dell’s Order Management System, whichever is less. In the event the end -item IT system purchase price is lower than the price in effect at the time of order placement (i.e. the Delivery Order price is higher than the current price), the order will be entered and upon shipment, invoiced at the lower price. The Government is responsible for de-obligation of excess funds remaining on the Delivery Order. If the Delivery Order price at the time of order entry is higher than the price at the time of order placement, the lower price shall be honored. This provision applies to SIN 33411 hardware products only.

8. ACCELERATED DELIVERY OPTIONS
In addition to the normal accelerated delivery options discussed in paragraph 6 of the Information for Orderi ng Activities section of this AFSSPL, Dell offers two programs, Readyship and Delivery on Demand. A nominal 059da_dell(fed)_2021-05_gsa_mas_AFSSPL_v2 Page | 23
additional fee to cover Dell’s cost in warehousing may be charged for both the service, currently as an “open market” charge, subject to negotiation between the ordering activity and Dell, which will be disclosed at the time of quote. a. READYSHIP. Dell’s ReadyShip service provides a rapid deployment (shortened SLA) process for a steady volume of Eligible Products (defined below). The service is available on certain system models and configurations at Dell’s sole discretion and approval, which are subject to change. Currently, eligible products include selected, standard configurations of Dell PowerEdge, Dell PowerVault, Dell PowerConnect, Dell OptiPlex, and Dell Latitude systems. Dell will build and stock quantities of products based on the customer’s forecast dem and. The products will be warehoused at a Dell contractor facility until the customer submits a purchase order, at which time eligible products ordered will be shipped.
b. DELIVERY ON DEMAND. Dell’s Delivery on Demand service offers customers a convenient and efficient way to manage fluctuating volume of orders from its buyers by keeping a supply of preconfigured, prebuilt systems in an off-site warehouse and managing such inventory to meet demands. The service is available on certain system models and configurations at Dell’s sole discretion and approval, which are subject to change. Currently, selected, standard configurations of Dell PowerEdge, Dell PowerVault, Dell PowerConnect, Dell OptiPlex, and Dell Latitude systems are available under the program. Dell will build and stock quantities of Eligible Products based on customer purchase orders of eligible products. If the customer’s purchase order contains varied shipment quantities to mul tiple ship-to locations, Dell may break down the purchase order into separate orders in its ordering system according to the ship-to locations. The products will be warehoused at a Dell contractor’s facility until Customer submits a notice of shipment, requesting shipment. After Dell receives and accepts the shipment notification, the products released will be shipped.

9. RESPONSIBILITIES OF THE CONTRACTOR
The Contractor shall comply with all applicable laws, ordinances, and regulations (Federal, State, City or otherwise) covering work of this character, and shall include all costs, if any, of such compliance in the prices quoted in this offer.

10. TRADE-IN OF INFORMATION TECHNOLOGY EQUIPMENT
When an ordering activity determines that Information Technology equipment will be replaced, the ordering activity shall follow the contracting policies and procedures in the FAR, the policies and procedures regarding disposition of information technology excess personal property in the Federal Prop erty Management Regulations (FPMR) (41 CFR 101-43.6), and the policies and procedures on exchange/sale contained in the FPMR (41 CFR part 101-46).

11. REPAIR PARTS/SPARE PARTS PROVISIONS
All parts, furnished as spares or as repair parts in connection with repair of equipment, shall be new or like new (tested equivalent to new) parts manufactured by the equipment manufacturer. 059da_dell(fed)_2021-05_gsa_mas_AFSSPL_v2 Page | 24

TERMS AND CONDITIONS APPLICABLE TO MAINTENANCE OF EQUIPMENT, REPAIR SERVICES AND/OR

REPAIR PARTS / SPARE PARTS
(SPECIAL ITEM NUMBER 811212)
I. REPAIR SERVICE – PRODUCTS NO LONGER UNDER WARRANTY

1. SERVICE AREAS
a. Given the wide range types, sizes and complexity of product available under this Contract, return to depot repair is only available for selected client products. Please contact Dell Technical Support for additional information. b. For most Dell-branded products, repair of defective equipment is performed at the end-user location.

Specific return instructions will be provided by Customer Care and/or Technical Support. To obtain a repair quote and/or purchase repair services, contact Technical Support to set up a repair service. Enter the product’s service tag-number at t: http://www.dell.com/support/home/us/en/04?c=us&l=en&s=bsd and follow the prompts.

2. REPAIR SERVICE AND REPAIR PARTS/SPARE PARTS ORDERS
Agencies may use written orders, EDI orders, credit card orders, blanket purchase agreements (BPAs), or small order procedures for ordering repair service and/or repair parts/spare parts under this Contract. Orders for repair service shall not extend beyond the end of the Contract period. Customer kits (other than monitors, keyboards and mice) sold as items to be installed into or with a Dell system are considered to be part of that system.

3. LOSS OR DAMAGE
When the Government sends equipment to the Contractor's establishment for repairs, the Government shall be responsible for any damage or loss from the time the equipment is shipped from the Government location until it is received by the Contractor. The Contractor shall be responsible for any damage or loss from the time the equipment is shipped from the Contractor's location until it is received at the Government installation.

4. SCOPE
a. The Contractor shall provide maintenance for all equipment listed herein, as requested by the ordering activity during the Contract term. Repair service and repair parts/spare parts shall apply exclusively to the equipment types/models within the scope of this Information Technology Schedule. Repair Parts are generally available up to 5 years from the date of the product EOL (End of Life). b. Equipment placed under maintenance service shall be in good operating condition. i. In order to determine that the equipment is in good operating condition, the equipment shall be subject to inspection by the Contractor, without charge to the ordering activity. ii. Costs of any repairs performed for the purpose of placing the equipment in good operating condition shall be borne by the Contractor, if the equipment was under the Contractor's guarantee/warranty or maintenance responsibility prior to the effective date of the maintenance order. iii. If the equipment was not under the Contractor's responsibility, the costs necessary to place the equipment in proper operating condition are to be borne by the ordering activity, in accordance with the provisions of Special Item Number 811212 (or outside the scope of this Contract).

5. RESPONSIBILITIES OF THE ORDERING ACTIVITY
a. Ordering activity personnel shall not perform maintenance or attempt repairs to equipment while such equipment is under the purview of a maintenance order, unless agreed to by the Contractor. b. Subject to security regulations, the ordering activity shall permit access to the equipment whi ch is to be maintained or repaired.
c. If the ordering activity desires a factory authorized/certified service personnel then this should be clearly stated in the task or delivery order.
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6. RESPONSIBILITIES OF THE CONTRACTOR
a. The Contractor shall always be responsive to the Government's repair service needs. The Contractor shall perform all repair services which are ordered by the Government during the Contract term. b. If products are returned to the Contractor for repair, the turnaround time of the repaired product is 7 - 10 days after receipt of the equipment at the Contractor’s repair service facility, contingent upon parts availability. c. Only new and tested equivalent to new standard parts shall be used in effecting repairs. Parts which have been replaced shall remain the property of the Contractor. Notwithstanding the forgoing, non-volatile memory components shall be retained by the Government.

7. REPAIR SERVICE RATE PROVISIONS
a. CHARGES. Charges for repair service be computed on a per incident charge that will vary, based upon the type of system being repaired. Parts will be billed separately. De-installation, relocation and re-installation are available under Special Item Number 33411. Contact Dell Support further information at:
http://www.dell.com/support/home/us/en/04?c=us&l=en&s=bsd b. TRAVEL OR TRANSPORTATION AT THE CONTRACTORS SHOP
i. When equipment is returned to the Contractor's shop for adjustment or repairs which are not covered by the guarantee provision, Ordering Activity agrees to pay any travel expenses in accordance with FTR/JTR, as applicable, Ordering Activity shall only be liable for such travel expenses as approved as by Ordering Activity and funded under the applicable ordering document. ii. The ordering activity should not return defective equipment to the Contractor for adjustments and repairs or replacement without its prior consultation and instruction. c. LABOR RATES. The repair service rates agreed upon between the ordering activity and the Contractor shall entitle the ordering activity to repair service during the period 8:00 a.m. to 5:00 p.m., Monday through Friday, exclusive of holidays observed at, or as otherwise mutually agreed by the Government and the Contractor

8. REPAIR PARTS/SPARE PARTS RATE PROVISIONS
All parts, furnished as spare parts, or as repair parts in connection with repair of equipment either by the Contractor or the end-user, shall be new or like new (tested equivalent to new) parts manufactured by the equipment manufacturer. All parts shall be furnished at prices discounted 15% (exclusive of IFF) from the Contractor’s commercial price list and are not required to be individually listed on the Contractor’s AFSSPL. Repair parts/spare parts shall apply exclusively to the equipment types/models within the scope of this AFSSPL, such scope including equipment types/models that have been replaced by follow-on products are no longer available for sale.

9. GUARANTEE REPAIR SERVICE AND REPAIR/SPARE PARTS
a. Repair Service. All repair work will be guaranteed for a period of ninety (90) calendar days. b. Repair/Spare Parts. All parts, furnished either as spares or repair parts in connection with repair of equipment, will be unconditionally guaranteed for the longer of 1) ninety (90) days or 2) the remainder of the Dell system warranty in the system in which the parts are being installed.

10. INVOICES AND PAYMENTS
Invoices for repair service and parts shall be submitted by the Contractor as soon as possible after completion of the work. Payment under blanket purchase orders for repair parts will be made monthly except where cash payment procedures are used. Invoices shall be submitted separately to each ordering activity ordering services under the Contract. The cost of repair parts shall be shown as a separate item on the invoice. 059da_dell(fed)_2021-05_gsa_mas_AFSSPL_v2 Page | 26
II. ENHANCED REPAIR SERVICE / MAINTENANCE OF EQUIPMENT UNDER CONTRACTOR WARRANTY Dell products sold under this FSS Contract include the standard Dell commercial warranty set forth in paragraph 6.

Warranty for Dell Product, of SIN 33411 section above. For an additional charge, Dell offers a wide variety of enhanced warranty and maintenance provisions, tailorable to the needs of the ordering activity and the end-user (e.g. 2 hour service, system health monitoring). These services are sold under general marketing moniker of “ProSupport” and “ProSupport Plus.” The ProSupport offerings vary considerably based upon system location, complexity and the response time needs of the ordering activity and end -user. Please refer to https://pilot.search.dell.com/prosupport or contact your Dell Sales Representative for additional information. Also please note that some of Dell’s ProSupport or ProSupport Plus offerings may not be available for certain end-users, and-or in certain global regions, given stringent Government security and data protection requirement.

III. AFTER POINT OF SALE WARRANTY (APOS)
In addition to the repair and maintenance services discussed in section I above, APOS warranty is available for products sold under this FSS Contract, after the warranty included with the initial system purchase has expired.

Pricing for, and availability of, APOS warranty varies depending on system type, warranty lapse time (drives the warranty reinstatement price), desired warranty term, age of system, etc. Please refer to https://www.dellemc.com/en-us/collaterals/unauth/brochures/services/apos-leave-behind-bdm.pdf or your Dell APOS Sales Representative for additional information.
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TERMS AND CONDITIONS APPLICABLE TO SOFTWARE LICENSES (SPECIAL ITEM NUMBER 511210) AND

SOFTWARE MAINTENANCE SERVICES
(SPECIAL ITEM NUMBER 54151)

0. DEFINITIONS
a. Term Licenses. The word "Term" is defined in this FSS Contract as "a limited period of time." Term Software Licenses have a limited duration and are not owned in perpetuity. Unless the Contract provides an option for converting Term licenses into perpetual licenses, end users lose the right to use these licenses upon the end of the term period. This SIN is NOT Infrastructure as a Service (IaaS), Platform as a Service (PaaS), or Software as a Service (SaaS) as defined in SIN 518210C - Cloud and Cloud-Related IT Professional Services. b. Perpetual Licenses. The word "perpetual" is defined in this Contracts as "continuing forever, everlasting, valid for all time."

1. INSPECTION/ACCEPTANCE
The Contractor shall only tender those items that conform to the requirements of this Contract. Acceptance shall occur on the day of proof of delivery of the product to the ordering activity.

2. GUARANTEE/WARRANTY/RETURNS POLICY
a. WARRANTY/LICENSE
i. Dell Software. This subparagraph covers all software that is distributed with the Dell product, for which there is no separate license agreement between the buyer and the manufacturer or owner of the software Included as Appendix A is the GSA- approved Dell Enterprise License Agreement (“ELA”). The ELA covers Dell-branded software (as listed on Exhibit A thereto) and is normalized to eliminate conflicts with U.S. law as set forth on Exhibit B thereto.
ii. Third-party software products.
(1) Dell does not warrant third-party software products. Any warranty provided on third-party software is provided by the publisher or original manufacturer and may vary from product to product. All software furnished pursuant to the terms of this Contract will be unconditionally guaranteed for defects in the media the software is provided on for a period of one (1) year, beginning on the first day of acceptance.
(2) License Agreement. All software, including Microsoft software, is provided subject to the license agreement provided with the software, either pre-loading on the system or as part of the software package. Ordering activity acknowledges that there may be agrees that it will be bound by the license agreement. No software will be available under the Contract unless the EULA has been approved by GSA. Notwithstanding the forgoing, the terms of GSAR c. LIMITATION OF LIABILITY. Except as otherwise provided by an express or implied warranty, the Contractor will not be liable to the ordering activity for consequential damages resulting from any defect or deficiencies in accepted items. The foregoing limitation of liability shall not apply to (1) personal injury or death resulting from Licensor’s gross negligence; or (2) for fraud.
d. SOFTWARE RETURNS POLICY. Software may not be returned at any time, unless the software being returned is:
i. Application software or operating systems installed by Dell on a returnable system which is being returned within the applicable return period; or
ii. Media-based software that is unopened and still in its sealed package or, if delivered electronically, software that you have not accepted by clicking "I agree to these Terms and Conditions. Specific return instructions may be found at:
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http://www.dell.com/learn/us/en/uscorp1/terms-of-sale-commercial-and-public-sector-returns

3. SOFTWARE MAINTENANCE
a. Software maintenance as it is defined: (select software maintenance type):
i. Software Maintenance as a Product (SIN 511210). Software maintenance as a product includes the publishing of bug/defect fixes via patches and updates/upgrades in function and technology to maintain the operability and usability of the software product. It may also include other no charge support that is included in the purchase price of the product in the commercial marketplace. No charge support includes items such as user blogs, discussion forums, on-line help libraries and FAQs (Frequently Asked Questions), hosted chat rooms, and limited telephone, email and/or web-based general technical support for user’s self-diagnostics. Software Maintenance as a product is billed at the time of purchase. ii. Software Maintenance as a Service (SIN 54151). Software maintenance as a service creates, designs, implements, and/or integrates customized changes to software that solve one or more problems and is not included with the price of the software. Software maintenance as a service includes person-to-person communications regardless of the medium used to communicate: telephone support, on-line technical support, customized support, and/or technical expertise which are charged commercially. Software maintenance as a service is billed arrears in accordance with 31 U.S.C. 3324. b. Software maintenance as a service is billed in arrears in accordance with 31 U.S.C. 3324. Invoices for maintenance service shall be submitted by the Contractor on a quarterly or monthly basis, after the completion of such period. Maintenance charges must be paid in arrears (31 U.S.C. 3324). Prompt payment discount, if applicable, shall be shown on the invoice.

4. TECHNICAL SERVICES
The Contractor, without additional charge to the Government, shall provide a point of contact the purpose of which is to provide user assistance and guidance in the implementation of the operating system software for the first 30 days from the date of acceptance. User assistance may be provided by Dell or the software manufacturer. Assistance is available through Dell Technical Support; the Technical Support telephone numbers may vary by product type and are available online (as is support via chat and email) on the “Call Technical Support” page at: http://www.dell.com/support/home/us/en/04?c=us&l=en&s=bsd On that site, click on the “Telephone” button, you will then be asked for your Dell Service Tag, after which the appropriate telephone number will be provided. Assistance is available from 6:00 a.m. Central Time to 9:00 p.m.

Central Time, Monday through Friday, and 8: 00 a.m. Central Time to 4:00 p.m. Central Time, Saturday, Contractor’s scheduled holidays; and may be available 24x7 depending on system type. Application software support can be purchased optionally from the software manufacturer.

5. PERIODS OF SOFTWARE LICENSES
a. The Contractor shall honor orders for periods for the duration of the Contract period or a lessor period of time.
b. Term Licenses and/or maintenance may be discontinued by the ordering activity on thirty (30) calendar day’s written notice to the Contractor.
c. Annual Funding. When annually appropriated funds are cited on an order for maintenance, the period of maintenance shall automatically expire on September 30 of the Contract period, or at the end of the Contract period, whichever occurs first. Renewal of the maintenance orders citing the new appropriation shall be required, if the maintenance is to be continued during any remainder of the Contract period. d. Cross-Year Funding Within Contract Period. Where an ordering activity’s specific appropriation authorit y provides for funds in excess of a 12 month (fiscal year) period, the ordering activity may place an order under this schedule Contract for a period up to the expiration of the Contract period, notwithstanding the intervening fiscal years.
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e. Ordering activities should notify the Contractor in writing thirty (30) calendar days prior to the expiration of an order, if the maintenance is to be terminated at that time. Orders for the continuation of maintenance will be required if the maintenance is to be continued during the subsequent period.

6. UTILIZATION LIMITATIONS
a. Software acquisition is limited to commercial computer software defined in FAR Part 2.101. b. When acquired by the ordering activity, commercial computer software and related documentation so legend shall be subject to the following:
i. Title to and ownership of the software and documentation shall remain with the Contractor, unless otherwise specified.
ii. Software licenses are by site and by ordering activity. An ordering activity is defined as a cabinet level or independent ordering activity. The software may be used by any subdivision of the ordering activity (service, bureau, division, command, etc.) that has access to the site the software is placed at, even if the subdivision did not participate in the acquisition of the software. Further, the software may be used on a sharing basis where multiple agencies have joint projects that can be satisfied by the use of the software placed at one ordering activity's site. This would allow other agencies access to one ordering activity's database. For ordering activity public domain databases, user agencies and third parties may use the computer program to enter, retrieve, analyze and present data. The user ordering activity will take appropriate action by instruction, agreement, or otherwise, to protect the Contractor's proprietary property with any third parties that are permitted access to the computer pro grams and documentation in connection with the user ordering activity's permitted use of the computer programs and documentation. For purposes of this section, all such permitted third parties shall be deemed agents of the user ordering activity.
iii. Except as is provided in paragraph 8.b(2) above, the ordering activity shall not provide or otherwise make available the software or documentation, or any portion thereof, in any form, to any third party without the prior written approval of the Contractor. Third parties do not include prime contractors, subcontractors and agents of the ordering activity who have the ordering activity's permission to use the licensed software and documentation at the facility, and who have agreed to use the licensed software and documentation only in accordance with these restrictions. This provision does not limit the right of the ordering activity to use software, documentation, or information therein, which the ordering activity may already have or obtains without restrictions. iv. The ordering activity shall have the right to use the computer software and documentation with the computer for which it is acquired at any other facility to which that computer may be transferred, or in cases of disaster recovery, the ordering activity has the right to transfer the software to another site if the ordering activity site for which it is acquired is deemed to be unsafe for ordering activity personnel; to use the computer software and documentation with a backup computer when the primary computer is inoperative; to copy computer programs for safekeeping (archives) or backup purposes; to transfer a copy of the software to another site for purposes of benchmarking new hardware and/or software; and to modify the software and documentation or combine it with other software, provided that the unmodified portions shall remain subject to these restrictions.
v. “Commercial Computer Software” may be marked with the Contractor’s standard commercial restricted rights legend, but the schedule Contract and schedule pricelist, including this clause, “Utilization Limitations” are the only governing terms and conditions, and shall take precedence and supersede any different or additional terms and conditions included in the standard commercial legend. 059da_dell(fed)_2021-05_gsa_mas_AFSSPL_v2 Page | 30
NOTE: If procuring related IT Professional Services over and above initial onboarding and training, please reference the SIN 54151S Section below.

1. SCOPE
The prices, terms and conditions stated under Special Item Number 518210C Cloud Computing Services apply exclusively to Cloud Computing Services within the scope of this Information Technology Schedule.

This SIN provides ordering activities with access to technical services that run in cloud environments and meet the NIST Definition of Cloud Computing Essential Characteristics. Services relating to or impinging on cloud t hat do not meet all NIST essential characteristics should be listed in other SINs.

The scope of this SIN is limited to cloud capabilities provided entirely as a service. Hardware, software and other artifacts supporting the physical construction of a private or other cloud are out of scope for this SIN. Currently, an Ordering Activity can procure the hardware and software needed to build on premise cloud functionality, through combining different services on other FSS Contract SINs (e.g. 54151S).

This Contract offers all sub-categories in scope for this SIN: Software as a Service (SaaS), Platform as a Service (PaaS), and Infrastructure as a Service (IaaS). See service model guidance below for advice on sub -category selection. Sub-category selection within this SIN is optional for any individual cloud service offering, and new cloud computing technologies that do not align with the aforementioned three sub -categories may be included without a sub-category selection so long as they comply with the essential characteristics of cloud computing as outlined by NIST. Table 1 is representation of the scope and sub-categories.

2. GUARANTEE/WARRANTY
a. Warranty/License for third-party software products.
i. Dell does not warrant third-party software products. Any warranty provided on third-party software is provided by the publisher or original manufacturer and may vary from product to product. All software furnished pursuant to the terms of this contract will be unconditionally guaranteed for defects in the media on which the software is provided for a period of one (1) year, beginning on the first day of acceptance.
ii. License Agreement. All software, including Microsoft software, is provided subject to the license agreement provided with the software, either pre-loaded on the system or as part of the software package. Ordering Office agrees that it will be bound by the license agreement. b. Limitation of Liability. Except as otherwise provided by an express or implied warranty, the Contractor will not be liable to the ordering activity for consequential damages resulting from any defect or deficiencies in accepted items.
c. Return Policy. The ordering activity may return products to Dell up to 30 days from the day they are delivered.

To return products, you must call Dell Customer Service (800) 284-1200 to receive a Credit Return Authorization Number. You must ship the products to Dell in their original packaging or equivalent, prepay the shipping charges, and you must insure the shipment or accept the risk of loss or damage during shipment. Software is returnable only if the sealed package containing the diskettes is unopened. Returned products must be in as new condition, and all of the manuals, diskettes, power cords and other items included with a product must be returned with it.

TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF CLOUD COMPUTING SERVICES (SPECIAL ITEM NUMBER 518210C)
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Table 1: Cloud Computing Services SIN
SIN Description Sub-Categories 3
● Commercially available cloudcomputing services
● Meets the National Institute for Standardsand Technology (NIST) definition of Cloud Computing essential
characteristics
● Open to all deployment models (private, public, community or hybrid), vendorsspecify deployment models

1. Software as a Service (SaaS): Consumer uses
provider’s applications on cloud infrastructure. Does not manage/control platform or infrastructure.

Limited application level configuration may be available .

2. Platform as a Service (PaaS): Consumerdeploys
applications onto cloud platform service using providersupplied tools. Has control overdeployed applications and some limited platform configuration but does not manage the platform or infrastructure.

3. Infrastructure as a Service (IaaS): Consumer
provisions computing resources. Has control over OS,
storage, platform, deployed applications and some limited infrastructure configuration, butdoes not manage the
infrastructure.

3. DESCRIPTION OF CLOUD COMPUTING SERVICES AND PRICING
a. Cloud computing services available under the Contract consist of the following Microsoft products:
• Office 365 Microsoft Azure (Service Model: IaaS and PaaS/Deployment Model: Public Cloud and Government Community Cloud)
• Dynamics CRM Online (Service Model: SaaS/Deployment Model: Public Cloud and Government Community Cloud)
• Microsoft Intune (Service Model: SaaS/Deployment Model: Public Cloud) i. Cloud services pricing is set forth in Appendix A.
ii. Mapping of Microsoft Cloud Properties to NIST Cloud Characteristics is set forth in Table 3 below. b. Information technology hardware products necessary for a cloud implementation, if any, are available under Dell Marketing L.P.’s GSA Schedule 70 (GS-35F-059DA), through a GSA CTA. Dell Marketing L.P. is an affiliate of Dell Federal Systems L.P. Professional services are available under SIN 54151S of this Contract.

4. RESPONSIBILITIES OF THE CONTRACTOR. The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character. a. Acceptance Testing
Any required Acceptance Test Plans and Procedures shall be negotiated by the Ordering Activity at task order level.

The Contractor shall perform acceptance testing of the systems for Ordering Activity approval in accordance with the approved test procedures.
b. Training
If training is provided commercially the Contractor shall provide normal commercial installation, operation, maintenance, and engineering interface training on the system. Contractor is responsible for indicating if there are separate training charges.
c. Information Assurance/Security Requirements
The contractor shall meet information assurance/security requirements in accordance with the Ordering Activity requirements at the Task Order level.
3 Offerors may optionally select the single sub-category that best fits each cloud service offering, per Service Model Guidance, or select no subcategory if the offering does not fit an existing NIST service model. 059da_dell(fed)_2021-05_gsa_mas_AFSSPL_v2 Page | 32
d. Related Professional Services
The Contractor is responsible for working with the Ordering Activity to identify related professional services and any other services available on other SINs that may be associated with deploying a complete cloud solution. Any additional substantial and ongoing professional services related to the offering such as integration, migration, and other cloud professional services are out of scope for this SIN. e. Performance of Cloud Computing Services
The Contractor shall respond to Ordering Activity requirements at the Task Order level with proposed capabilities to Ordering Activity performance specifications or indicate that only standard specifications are offered. In all cases the Contractor shall clearly indicate standard service levels, performance and scale capabilities. The Contractor shall provide appropriate cloud computing services on the date and to the extent and scope agreed to by the Contractor and the Ordering Activity.
f. Reporting
The Contractor shall respond to Ordering Activity requirements and specify general reporting capabilities available for the Ordering Activity to verify performance, cost and availability. In accordance with commercial practices, the Contractor may furnish the Ordering Activity/user with a monthly summary Ordering Activity report.

5. RESPONSIBILITIES OF THE ORDERING ACTIVITY
The Ordering Activity is responsible for indicating its unique cloud computing services requirements. Additional requirements should not contradict existing SIN or IT Schedule 70 Terms and Conditions. Ordering Activities should include (as applicable) Terms & Conditions to address Pricing, Security, Data Ownership, Geographic Restrictions, Privacy, SLAs, etc. Cloud services typically operate under a shared responsibility model, with some responsibilities assigned to the Cloud Service Provider (CSP), some assigned to the Ordering Activity, and others shared between the two. The distribution of responsibilities will vary between providers and across service models. Ordering activ ities should engage with CSPs to fully understand and evaluate the shared responsibility model proposed. Federal Risk and Authorization Management Program (FedRAMP) documentation will be helpful regarding the security aspects of shared responsibilities, but operational aspects may require additional discussion with the provider. a. Ordering Activity Information Assurance/Security Requirements Guidance i. The Ordering Activity is responsible for ensuring to the maximum extent practicable that each requirement issued is in compliance with the Federal Information Security Management Act (FISMA) as applicable.
ii. The Ordering Activity shall assign a required impact level for confidentiality, integrity and availability (CIA) prior to issuing the initial statement of work.4 The Contractor must be capable of meeting at least the minimum security requirements assigned against a low- impact information system in each CIA assessment area (per FIPS 200) and must detail the FISMA capabilities of the system in each o f CIA assessment area.
iii. Agency level FISMA certification, accreditation, and evaluation activities are the responsibility of the Ordering Activity. The Ordering Activity reserves the right to independently evaluate, audit, and verify the FISMA compliance for any proposed or awarded Cloud Computing Services. iv. The Ordering Activity has final responsibility for assessing the FedRAMP status of the service, complying with and making a risk-based decision to grant an Authorization to Operate (ATO) for the cloud computing service, and continuous monitoring. A memorandum issued by the Office of Management and Budget (OMB) on Dec 8, 2011 outlines the responsibilities of Executive departments and agencies in the context of FedRAMP compliance.5
4 Per Federal Information Processing Standards Publication 199 & 200 (FIPS 199, “Standards for Security Categorization of Feder al Information and Information Systems”) (FIPS 200, “Minimum Security Requirements for Federal Information and Information Systems”) 5 MEMORANDUM FOR CHIEF INFORMATION OFFICERS: Security Authorization of Information Systems in Cloud Computing Environments.

December 8, 2011.
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v. Ordering activities are responsible for determining any additional information assurance and security related requirements based on the nature of the application and relevant mandates. b. Deployment Model
If a particular deployment model (Private, Public, Community, or Hybrid) is desired, Ordering Activities are responsible for identifying the desired model(s). Alternately, Ordering Activities could identify requirements and assess Contractor responses to determine the most appropriate deployment model(s). c. Delivery Schedule
The Ordering Activity shall specify the delivery schedule as part of the initial requirement. The Delivery Schedule options are found in Information for Ordering Activities Applicable to All Special Item Numbers. d. Interoperability
Ordering Activities are responsible for identifying interoperability requirements. Ordering Activities should clearly delineate requirements for API implementation and standards conformance. e. Performance of Cloud Computing Services
The Ordering Activity should clearly indicate any custom minimum service lev els, performance and scale requirements as part of the initial requirement.
f. Reporting
Any cost, performance or availability reporting should be clearly identified as part of the initial requirement. g. Privacy
The Ordering Activity should specify the privacy characteristics of their service and engage with the Contractor to determine if the cloud service is capable of meeting Ordering Activity requirements. For example, a requirement could be requiring assurance that the service is capable of safeguarding Personally Identifiable Information (PII), in accordance with NIST SP 800-1226 and OMB memos M- 06-167 and M-07-168. An Ordering Activity will determine what data elements constitute PII according to OMB Policy, NIST Guidance and Ordering Activity policy. h. Accessibility
The Ordering Activity should specify the accessibility characteristics of their service and engage with the Contractor to determine the cloud service is capable of meeting Ordering Activity requirements. For example, a requirement could require assurance that the service is capable of providing accessibility based on Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d).
i. Geographic Requirements
Ordering activities are responsible for specifying any geographic requirements and engaging with the Contractor to determine that the cloud services offered have the capabilities to meet geographic requirements for all anticipated task orders. Common geographic concerns could include whether service data, processes and related artifacts can be confined on request to the United States and its territories, or the continental United States (CONUS). j. Data Ownership and Retrieval and Intellectual Property Intellectual property rights are not typically transferred in a cloud model. In general, CSPs retain ownership of the Intellectual Property (IP) underlying their services and the customer retains ownership of its intellectual property. The CSP gives the customer a license to use the cloud services for the duration of the co ntract without transferring rights.

The government retains ownership of the IP and data they bring to the customized use of the service as spelled out in the FAR and related materials.
6NIST SP 800-122, “Guide to Protecting the Confidentiality of Personally Identifiable Information (PII)” 7 OMB memo M-06-16: Protection of Sensitive Agency Information http://www.whitehouse.gov/sites/default/files/omb/memoranda/fy2006/m06-

16.pdf
8 OMB Memo M-07-16: Safeguarding Against and Responding to the Breach of Personally Identifiable Information http://www.whitehouse.gov/sites/default/files/omb/memoranda/fy2007/m07-16.pdf 059da_dell(fed)_2021-05_gsa_mas_AFSSPL_v2 Page | 34
General considerations of data ownership and retrieval are covered und er the terms of Schedule 70 and the FAR and other laws, ordinances, and regulations (Federal, State, City, or otherwise). Because of considerations arising from cloud shared responsibility models, ordering activities should engage with the Contractor to develop more cloudspecific understandings of the boundaries between data owned by the government and that owned by the cloud service provider, and the specific terms of data retrieval.

In all cases, the Ordering Activity should enter into an agreement with a clear and enforceable understanding of the boundaries between government and cloud service provider data, and the form, format and mode of delivery for each kind of data belonging to the government.

The Ordering Activity should expect that the Contractor shall transfer data to the government at the government's request at any time, and in all cases when the service or order is terminated for any reason, by means, in formats and within a scope clearly understood at the initiation of the service. Example cases that might require clarification include status and mode of delivery for:
• Configuration information created by the government and affecting the government’s use of the cloud provider’s service.
• Virtual machine configurations created by the government but operating on the cloud provider’s service. • Profile, configuration and other metadata used to configure SaaS application services or PaaS platform services.

The key is to determine in advance the ownership of classes of data and the means by which Government owned data can be returned to the Government.
k. Service Location Distribution
The Ordering Activity should determine requirements for continuity of operations and performance and engage with the Contractor to ensure that cloud services have adequate service location distribution to meet anticipated requirements. Typical concerns include ensuring that:
• Physical locations underlying the cloud are numerous enough to provide continuity of operations and geographically separate enough to avoid an anticipated single point of failure within the scope of anticipated emergency events.
• Service endpoints for the cloud are able to meet anticipated performance requirements in terms of geographic proximity to service requestors.

Note that cloud providers may address concerns in the form of minimum distance between service locations, general regions where service locations are available, etc.
l. Related Professional Services
Ordering activities should engage with Contractors to discuss the availability of limited assistance with initial setup, training and access to the services that may be available through this SIN.

Any additional substantial and ongoing professional services related to the offering such as integration, migration, and other cloud professional services are out of scope for this SIN. Ordering activities should consult the appropriate GSA professional services schedule.

6. GUIDANCE FOR CONTRACTORS
This section offers guidance for interpreting the Contractor Description Requirements in Table 2, including the NIST essential cloud characteristics, service models and deployment models. This section is not a list of requirements.

Contractor-specific definitions of cloud computing characteristics and mo dels or significant variances from the NIST essential characteristics or models are discouraged and will not be considered in the scope of this SIN or accepted 059da_dell(fed)_2021-05_gsa_mas_AFSSPL_v2 Page | 35
in response to Factors for Evaluation. The only applicable cloud characteristics, service model/subcategories and deployment models for this SIN will be drawn from the NIST 800-145 special publication. Services qualifying for listing as cloud computing services under this SIN must substantially satisfy the essential characteristics of cloud computing as documented in the NIST Definition of Cloud Computing SP 800-145.

Contractors must select deployment models corresponding to each way the service can be deployed. Multiple deployment model designations for a single cloud service are permitted but at least one deployment model must be selected.

In addition, contractors submitting services for listing under this SIN are encouraged to select a sub - category for each service proposed under this SIN with respect to a single principal NIST cloud service model that most aptly characterizes the service. Service model categorization is optional.

Both service and deployment model designations must accord with NIST definitions. Guidance is offered in this document on making the most appropriate selection.
a. NIST Essential Characteristics
General Guidance
NIST’s essential cloud characteristics provide a consistent metric for whether a service is eligible for inclusion in this SIN. It is understood that due to legislative, funding and other constraints that government entities cannot always leverage a cloud service to the extent that all NIST essential characteristics are commercially available. For the purposes of the Cloud SIN, meeting the NIST essential characteristics is determined by whether each essential capability of the commercial service is available for the service, whether or not the Ordering Activity actually requests or implements the capability. The guidance in Table 3 offers examples of how services might or might not be included based on the essential characteristics, and how the Contractor should interpret the characteristi cs in light of current government contracting processes.
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Table 2: Guidance on Meeting NIST Essential Characteristics Characteristic Capability Guidance
Ondemand
selfservice
• Ordering activities can
directly provision
services without
requiring Contractor
intervention.
• This characteristic is
typically implemented
via a service console
or programming
interface for
provisioning
Government procurement guidance varies on how to implement on- demand provisioning at this time. Ordering activities may approach on-demand in a variety of ways, including “not-toexceed” limits, or imposing monthly or annual payments on what are essentially on demand services.

Services under this SIN must be capable of true on- demand selfservice, and ordering activities and Contractors must negotiate how they implement on demand capabilities in practice at the task order level:
• Ordering activities must specify their procurement approach and requirements for on-demand service.
• Contractors must propose how they intend to meet the approach. • Contractors must certify that on-demand self-service is technically available for their service should procurement guidance become available.

Broad
Network
Access
• Ordering activities
are able to access
services over
standard agency
networks.
• Service can be
accessed provisioned
using standard
devices standard
devices such as
browsers, tablets and
mobile phones
• Broad network access must be available without significant qualificationand in relation to the deployment model and security domain of the service.
• Contractors must specify any ancillary activities, services or equipmentrequiredto access cloud services or integrate cloud with other cloud or non- cloud networks and services. For example a private cloud might require an Ordering Activity to purchase or provide a dedicated router, etc. which is acceptable but should be indicated by the Contractor.

Resource
Pooling
• Pooling distinguishes cloud
services from offsite
hosting
• Ordering activities draw
resources from a common
pool maintained by the
Contractor
• Resources may have
general characteristics
such as regional location
• The cloud service must draw from a pool of resources and provide an automated means for the Ordering Activity to dynamically allocate them.
• Manual allocation, e.g. manual operations at a physical server farm where Contractor staff configure servers in response to Ordering Activity requests, does not meet this requirement.
• Similar concerns apply to software and platform models; automated provisioning from a pool is required
• Ordering activities may request dedicated physical hardware, software or platform resources to access a private cloud deployment service. However the provisioned cloud resources must be drawn from a common pool and automatically allocated on request.
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Measured
Service
• Measured service
should be understood
as a reporting
requirement that
enables an Ordering
Activity to control their
use in cooperation
with self service
• Procurement guidance for on-demand self-service applies to measured service as well, i.e.rapid elasticity must be technically available but ordering activities and Contractors may mutually designate other contractual arrangements.
• Regardless of specific contractual arrangements, reporting must indicate actual usage, be continuously available to the Ordering Activity, and provide meaningful metrics appropriate to the service measured.
• Contractors must specify that measured service is available and the general sort of metrics and mechanisms available
• The goal of the Measured Service requirement is to ensure Ordering Activities realize the full benefit of “pay as you go” consumption models. Consumption measurements that are not discrete enough or frequent enough (greater than 30 days), will not fulfill this NIST essential characteristic and will not be eligible for inclusion in this SIN.

Inheriting Essential Characteristics
Cloud services may depend on other cloud services, and cloud service models such as PaaS and SaaS are able to inherit essential characteristics from other cloud services that support them. For example a PaaS platform service can inherit the broad network access made available by the IaaS service it runs on, and in such a situation would be fully compliant with the broad network access essential characteristic. Services inheriting essential characteristics must make the inherited characteristic fully available at their level of delivery to claim the relevant characteristic by inheritance.

Inheriting characteristics does not require the inheriting provider to directly bundle or integrate the inherited service, but it does require a reasonable measure of support and identification. For example, the Ordering Activity may acquire an IaaS service from “Provider A” and a PaaS service from “Provider B”. The PaaS service may inherit broad network access from “Provider A” but must identify and support the inherited service as an acceptable IaaS provider.

Assessing Broad Access
Typically broad network access for public deployment models implies high bandwidth access from the public internet for authorized users. In a private cloud deployment internet access might be considered broad access, as might be access through a dedicated shared high bandwidth network connection from the Ordering Activity, in accord with the private nature of the deployment model.

Resource Pooling and Private Cloud
All cloud resource pools are finite, and only give the appearance of infinite resources when sufficiently large, as is sometimes the case with a public cloud. The resource pool supporting a private cloud is typically smaller with more visible limits. A finite pool of resources purchased as a private cloud service qualifies as resource pooling so long as the resources within the pool can be dynamically allocated to the ultimate users of the resource, even though the pool itself appears finite to the Ordering Activity that procures access to the pool as a source of dynamic service allocation.
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Table 3: Mapping of Microsoft Cloud Properties to NIST Cloud Characteristics Service Mapping
Office 365
• On-demand self-service: Office 365 end users and administrators can unilaterally provision computing capabilities without requiring human interaction with Office 365 operational staff. • Broad network access: Office 365 is accessible over data networks and the public Internet and is accessible through standard mechanisms that promote use by heterogeneous thin or thick clients, to include mobile phones, tablets, laptops and workstations. • Resource pooling: Office 365 is a “multi-tenant” service, in which the computing resources are pooled to serve multiple customers, with different physical and virtual resources dynamically assigned and reassigned according to customer demand. The location of Office 365 resources such as storage, processing, memory and network are generally not known to the end user and do not affect the performance experienced by the end user. Government administrators of Office 365 tenants can specify data center locations but the specification of those locations do not impact the experience ofthe end user.
• Rapid elasticity: Office 365 capabilities can be elastically provisioned and released automatically, to scale rapidly outward and inward commensurate with demand. To the end user, the capabilities available for provisioning appear to be unlimited and can be appropriated in any quantity at any time (subject to all relevant government acquisition regulations and governing law). • Measured service: Office 365 measures end user and organizational consumption across a number of meters relevant to Office 365 functionality, including but not limited to storage allocated to documents and email and functionality such as Unified Communications and client side software installation. Office 365 has multiple levels of costs based on usage.

Microsoft
Azure (Service
Model: IaaS
and PaaS /
Deployment
Model: Public
Cloud and
Government
Community
Cloud
• On-demand self-service: Azure tenant administrators can unilaterally provision computing capabilities such as server time, storage, network bandwidth and other computing capabilities, automatically without requiring human interaction.
• Broad network access: Azure capabilities are available over the network and accessed through standard mechanisms via heterogeneous thin or thick client platforms such as mobile phones, tablets, laptops and workstations.
• Resource pooling: The computing resources underlying Azure are pooled to serve multiple consumers using a multi-tenant model, with different physical and virtual resources dynamically assigned and reassigned according to consumer demand. Customers generally have no control or knowledge over the exact location of the provided resources but are able to specify location at a higher level of abstraction, such as region within the United States. • Rapid elasticity: Azure capabilities can be elastically provisioned and released automatically to scale rapidly outward and inward commensurate with demand. To the consumer, the Azure capabilities available for provisioning appear unlimited and can be appropriated in any quantity at any time.
• Measured service: Azure automatically controls and optimizes resource use by leveraging a metering capability at an appropriate level of abstraction for the type of service, including storage, processing, bandwidth and active user accounts. Resource usage is monitored, controlled and reported via the Azure Portal as well as various Application Program Interfaces (APIs) available to consumers ofAzure.
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Dynamics CRM
Online (Service
Model:

SaaS/Deployment
Model: Public
Cloud and
Government
Community Cloud)
• On-demand self-service: Dynamics CRM Online end users and administrators can unilaterally provision computing capabilities without requiring human interaction with Dynamics CRM Online operational staff.
• Broad network access: Dynamics CRM Online is accessible over data networks and the public Internet and is accessible through standard mechanisms that promote use by heterogeneous thin or thick clients, to include mobile phones, tablets, laptops and workstations.
• Resource pooling: Dynamics CRM Online is a “multi-tenant” service, in which the computing resources are pooled to serve multiple customers, with different physical and virtual resources dynamically assigned and reassigned according to customer demand. The location of Dynamics CRM Online resources such as storage, processing, memory and network are generally not known to the end user and do not affect the performance experienced by the end user.
• Rapid elasticity: Dynamics CRM Online capabilities can be elastically provisioned and released automatically, to scale rapidly outward and inward commensurate with demand. To the end user, the capabilities available for provisioning appear to be unlimited and can be appropriated in any quantity at any time (subject to all relevant government acquisition regulations and governing law).
• Measured service: Dynamics CRM Online measures end user and organizational consumption across a number of meters relevant to Dynamics CRM Online functionality, including but not limited to storage and functionality of features. Usage of Dynamics CRM
Microsoft Intune
(Service Model:

SaaS/Deployment
Model: Public
Cloud)
• On-demand self-service: Microsoft Intune is a cloud based mobile device management service operated by Microsoft. Users of Intune can unilaterally provision mobile device management (MDM) and mobile application management from a variety of client devices running Windows, iOS and Android while Intune subscription administrators can control the applications and devices managed by Intune without human intervention. • Broad network access: Microsoft Intune is accessible over the public Internet and can be accessed by heterogeneous thin or thick client platforms like phones, tablets, laptops and workstations via standard mechanisms.
• Resource pooling: Microsoft Intune resources are pooled to serve multiple consumers using a multi-tenant model, with different physical and virtual resources dynamically assigned and reassigned according to customer demand.
• Rapid elasticity: Microsoft Intune capabilities can be elastically provisioned and released automatically to scale rapidly outward and inward commensurate with demand. • Measured service: Microsoft Intune automatically controls and optimizes resource use by leveraging metering capabilities at a level of abstraction appropriate for mobile device and mobile application management. Microsoft Intune consumers, in particular the Intune subscription administrators, can view, monitor and control resource usage via an online portal. 059da_dell(fed)_2021-05_gsa_mas_AFSSPL_v2 Page | 40
b. NIST Service Model
The Contractor may optionally document the service model of cloud computing (e.g. IaaS, PaaS, SaaS, or a combination thereof, that most closely describes their offering, using the definitions in The NIST Definition of Cloud Computing SP 800-145. The following guidance is offered for the proper selection of service models.

NIST’s service models provide this SIN with a set of consistent sub-categories to assist ordering activities in locating and comparing services of interest. Service model is primarily concerned with the nature of the service offered and the staff and activities most likely to interact with the service. Contractors should select a single service model most closely corresponding to their proposed service based on the guidance below. It is understood that cloud services can technically incorporate multiple service models and the intent is to provide the single best categorization of the service.

Contractors should take care to select the NIST service model most closely corresponding to each service offered. Contractors should not invent, proliferate or select multiple cloud service model sub - categories to distinguish their offerings, because ad-hoc categorization prevents consumers from comparing similar offerings.

Instead vendors should make full use of the existing NIST categories to the fullest extent possible.

For example, in this SIN an offering commercially marketed by a Contractor as “Storage as a Service” would be properly characterized as Infrastructure as a Service (IaaS), storage being a subset of infrastructure. Services commercially marketed as “LAMP as a Service” or “Database as a Service” would be properly characterized under this SIN as Platform as a Service (PaaS), as they deliver two kinds of platform services. Services commercially marketed as “Travel Facilitation as a Service” or “Email as a Service” would be properly characterized as species of Software as a Service (SaaS) for this SIN. However, Contractors can and should include appropriate descriptions (include commercial marketing terms) of the service in the full descriptions of the service’s capabilities.

When choosing between equally plausible service model sub-categories, Contractors should consider several factors:
1) Visibility to the Ordering Activity. Service model sub-categories in this SIN exist to help Ordering Activities match their requirements with service characteristics. Contractors should selected the most intuitive and appropriate service model from the point of view of an Ordering Activity.
2) Primary Focus of the Service. Services may offer a mix of capabilities that span service models in the strict technical sense. For example, a service may offer both IaaS capabilities for processing and storage, along with some PaaS capabilities for application deployment, and SaaS capabilities for specific applications. In a service mix situation the Contractor should select the service model that is their primary focus. Alternatively contractors may choose to submit multiple service offerings for the SIN, each optionally and separately subcategorized. 3) Ordering Activity Role. Contractors should consider the operational role of the Ordering Activity’s primary actual consumer or operator of the service. For example services most often consumed by system managers are likely to fit best as IaaS; services most often consumed by application deployers or developers as PaaS, and services most often consumed by business users as SaaS.
4) Lowest Level of Configurability. Contractors can consider IaaS, PaaS and SaaS as an ascending hierarchy of complexity, and select the model with the lowest level of available Ordering Activity interaction. As an example, virtual machines are an IaaS service often bundled with a range of operating systems, which are PaaS services. The Ordering Activity usually has access to configure the lower level IaaS service, and the overall service should be considered IaaS. In cases where the Ordering Activity cannot configure the speed, memory, network configuration, or any other aspect of the IaaS component, consider categorizing as a PaaS Service.
059da_dell(fed)_2020-05_gsa_mas_AFSSPL_v1 AFSSPL Page | 41 Cloud management and cloud broker services should be categorized based on their own characteristics and not those of the other cloud services that are their targets. Management and broker services typically fit the SaaS service model, regardless of whether the services they manage are SaaS, PaaS or IaaS. Use Table 4 to determine which service model is appropriate for the cloud management or cloud broker services, or, alternately choose not to select a service model for the service.

The guidance in Table 4 offers examples of how services might be properly mapped to NIST service models and how a Contractor should interpret the service model sub-categories.

Table 4: Guidance on Mapping to NIST Service Models
Service Model Guidance
Infrastructure
as a Service
(IaaS)
Select an IaaS model for service based equivalents of hardware appliances such as virtual machines, storage devices, routers and other physical devices. • IaaS services are typically consumed by system or device managers who would configure physical hardware in a non-cloud setting
• The principal customer interaction with an IaaS service is provisioning then configuration, equivalent to procuring and then configuring a physical device.

Examples of IaaS services include virtual machines, object storage, disk block storage, network routers and firewalls, software defined networks.

Gray areas include services that emulate or act as dedicated appliances and are directly used by applications, such as search appliances, security appliances, etc. To the extent that these services or their emulated devices provide direct capability to an application they might be better classified as Platform services (PaaS). To the extent that they resemble raw hardware and are consumed by other platform services they are better classified as IaaS. 059da_dell(fed)_2021-05_gsa_mas_AFSSPL_v2 Page | 42
Platform as a
Service (PaaS)
Select a PaaS model for service based equivalents of complete or partial software platforms.

For the purposes of this classification, consider a platform as a set of software services capable of deploying all or part of an application.
• A complete platform can deploy an entire application. Complete platforms can be proprietary or open source
• Partial platforms can deploy a component of an application which combined with other components make up the entire deployment
• PaaS services are typically consumed by application deployment staff whose responsibility is to take a completed agency application and cause it to run on the designated complete or partial platform service
• The principal customer interaction with a PaaS service is deployment, equivalent to deploying an application or portion of an application on a software platform service. • A limited range of configurationoptions for the platform service may be available.

Examples of complete PaaS services include:
• A Linux/Apache/MySQL/PHP (LAMP) platform ready to deploy a customer PHP application, • a Windows .Net platform ready to deploy a .Net application, • A custom complete platform ready to develop and deploy an customer application in a proprietary language
• A multiple capability platform ready to deploy an arbitrary customer application on a range of underlying software services.

The essential characteristic of a complete PaaS is defined by the customer’s ability to deploy a complete custom application directly on the platform.

PaaS includes partial services as well as complete platform services. Illustrative examples of individual platform enablers or components include:
• A database service ready to deploy a customer’s tables, views and procedures • A queuing service ready to deploy a customer’s message definitions • A security service ready to deploy a customer’s constraints and target • applications for continuousmonitoring
The essential characteristic of an individual PaaS component is the customer’s ability to deploy their unique structures and/or data onto the component for a partial platform function.

Note that both the partial and complete PaaS examples all have two things in common:
● They are software services, which offer significant core functionality out of the box ● They must be configured with customer data and structures to deliver results As noted in IaaS, operating systems represent a gray area in that OS is definitely a platform service, but is typically bundled with IaaS infrastructure. If your service provides an OS but allows for interaction with infrastructure, please sub-categorize it as IaaS. If your service “hides” underlying infrastructure, consider it as PaaS. 059da_dell(fed)_2020-05_gsa_mas_AFSSPL_v1 AFSSPL Page | 43 Software as
a Service
(SaaS)
Select a SaaS model for service based equivalents of software applications. • SaaS services are typically consumed by business or subject-matter staff who would interact directly with the application in a non-cloud setting • The principal customer interactionwith a SaaS service is actual operation and consumption of the application services the SaaS service provides.

Some minor configuration may be available, but the scope of the configuration is limited to the scope and then the permissions of the configuring user. For example an agency manager might be able to configure some aspects of the application for their agency but not all agencies. An agency user might be able to configure some aspects for themselves but not everyone in their agency. Typically only the Contractor would be permitted to configure aspects of the software for all users.

Examples of SaaS services include email systems, business systems of all sorts such as travel systems, inventory systems, etc., wiki’s, websites or content management systems, management applications that allow a customer to manage other cloud or non-cloud services, and in general any system where customers interact directly for a business purpose.

Gray areas include services that customers use to configure other cloud services, such as cloud management software, cloud brokers, etc. In general these sorts of systems should be considered SaaS, per guidance in this document.
c. Deployment Model
Deployment models (e.g. private, public, community, or hybrid) are not restricted at the SIN level and any specifications for a deployment model are the responsibility of the Ordering Activity.

Multiple deployment model selection is permitted, but at least one model must be selected. The guidance in Table 5 offers examples of how services might be properly mapped to NIST deployment models and how the Contractor should interpret the deployment model characteristics. Contractors should take care to select the range of NIST deployment models most closely corresponding to each service offered.

Note that the scope of this SIN does not include hardware or software components used to construct a cloud, only cloud capabilities delivered as a service, as noted in the Scope section.

Table 5: Guidance for Selecting a Deployment Model
Deployment Model Guidance
Private Cloud
The service is provided exclusively for the benefit of a definable organization and its components; access from outside the organization is prohibited. The actual services may be provided by third parties, and may be physically located as required, but access is strictly defined by membership in the owning organization.

Public Cloud The service is provided for general public use and can be accessed by any entity or organization willing to contract for it.

Community Cloud
The service is provided for the exclusive use of a community with a definable shared boundary such as a mission or interest. As with private cloud, the service may be in any suitable location and administered by a community member or a third party.

Hybrid Cloud
The service is composed of one or more of the other models. Typically hybrid models include some aspect of transition between the models that make them up, for example a private and public cloud might be designed as a hybrid cloud where events like increased load permit certain specified services in the private cloud to run in a public cloud for extra capacity, e.g. bursting.
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TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY TRAINING (SPECIAL ITEM NUMBER 611420)

1. SCOPE
a. The Contractor shall provide training courses normally available to commercial customers, which will permit ordering activity users to make full, efficient use of general purpose commercial IT products. Training is restricted to training courses for those products within the scope of this solicitation. b. The Contractor shall provide training at the Contractor’s facility and/or at the ordering activity's location or via an online medium, as agreed to by the Contractor and the ordering activity.

2. ORDER
A written order, GSA Advantage!, credit card orders, and orders placed under blanket purchase agreements (BPAs) shall be the basis for the purchase of training courses in accordance with the terms of this Contract.

Orders shall include the student's name, course title, course date and time, and contracted dollar amount of the course.

3. TIME OF DELIVERY
The Contractor shall conduct training on the date (time, day, month, and year) agreed to by the Contractor and the ordering activity.

4. CANCELLATION AND RESCHEDULING
a. The ordering activity will notify the Contractor at least seventy-two (72) hours before the scheduled training date, if a student will be unable to attend. The Contractor will then permit the ordering activity to either cancel the order or reschedule the training at no additional charge. In the event the training class is rescheduled, the ordering activity will modify its original training order to specify the time and date of the rescheduled training class. b. In the event the ordering activity fails to cancel or reschedule a training course within the time frame specified in paragraph a, above, the ordering activity will be liable for the contracted dollar amount of the training course. The Contractor agrees to permit the ordering activity to reschedule a student who fails to attend a training class within ninety (90) days from the original course date, at no additional charge. c. The ordering activity reserves the right to substitute one student for another up to the first day of class. d. In the event the Contractor is unable to conduct training on the date agreed to by the Contractor and the ordering activity, the Contractor must notify the ordering activity at least seventy-two (72) hours before the scheduled training date.

5. FOLLOW-UP SUPPORT
The Contractor agrees to provide each student with unlimited telephone support for a period of one (1) year from the completion of the training course. During this period, the student may contact Contractor’s instructor(s) for refresher assistance and answers to related course curriculum questions.

6. LIABILITY FOR INJURY OR DAMAGE
The Contractor shall not be liable for any injury to the students, or damage to Government property arising from Contractor-provided classroom training, unless such injury or damage is due to the fault or negligence of the Contractor.

7. PURCHASE PRICE FOR TRAINING
a. The price that the ordering activity will be charged will be the ordering activity training price in effect at the time of order placement, or the ordering activity price in effect at the time the training course is conducted, whichever is less.
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b. Any Contractor travel required in the performance of Classroom Training must comply with the Federal Travel Regulation or Joint Travel Regulations, as applicable, in effect on the date(s) the travel is performed.

Established Federal Government per diem rates will apply to all Contractor travel. Contractors cannot use GSA city pair contracts.

8. INVOICES AND PAYMENT
Invoices for training shall be submitted by the Contractor after ordering activity completion of the training course.

Charges for training must be paid in arrears (31 U.S.C. 3324).

9. FORMAT AND CONTENT OF TRAINING
a. The Contractor shall provide written materials (i.e., manuals, handbooks, texts, etc.) normally provided with course offerings. Such documentation will become the property of the student upon completion of the training class.
b. For hands-on training courses, there must be a one-to-one assignment of IT equipment to students. c. The Contractor shall provide each student with a Certificate of Training at the completion of each training course.
d. The Contractor shall provide the following information for each training course offered:
i. The course title and a brief description of the course content, to include the course format (e.g., lecture, discussion, hands-on training);
ii. The length of the course;
iii. Mandatory and desirable prerequisites for student enrollment; iv. The minimum and maximum number of students per class; v. The locations where the course is offered;
vi. Class schedules; and
vii. Price (per student, per class (if applicable)).
e. For those courses conducted at the ordering activity’s location, instructor travel charges (if applicable), including mileage and daily living expenses (e.g., per diem charges) are governed by Pub. L. 99-234 and FAR Part 31.205-46, and are reimbursable by the ordering activity on orders placed under the Multiple Award Schedule, as applicable, in effect on the date(s) the travel is performed. Contractors cannot use GSA city pair contracts. The Industrial Funding Fee does NOT apply to travel and per diem charges.

10. “NO CHARGE” TRAINING
From time to time, the Contractor may offer training associated with equipment and/or software provided under this Contract, free of charge. Please contact your Dell Sales Representative or Account Executive for additional information.
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TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY PROFESSIONAL SERVICES (SPECIAL ITEM NUMBER 54151S)

1. SCOPE
a. The prices, terms and conditions stated under Special Item Number 54151S Information Technology Professional Services apply exclusively to IT Services within the scope of this Information Technology Schedule. b. The Contractor shall provide services at the Contractor’s facility or at the ordering activity location, as agreed to by the Contractor and the ordering activity.
c. Availability of IT Professional Services in certain OCONUS locations may vary. Ordering activities are encouraged to check availability with Contractor Services Sales Representatives.

2. PERFORMANCE INCENTIVES
a. Performance incentives may be agreed upon between the Contractor and the ordering activity on individual fixed price orders or Blanket Purchase Agreements, for fixed price t asks, under this contract in accordance with this clause.
b. The ordering activity must establish a maximum performance incentive price for these services and/or total solutions on individual orders or Blanket Purchase Agreements. c. Incentives should be designed to relate results achieved by the Contractor to specified targets. To the maximum extent practicable, ordering activities shall consider establishing incentives where performance is critical to the ordering activity’s mission and incentives are likely to motivate the Contractor. Incentives shall be based on objectively measurable tasks.

3. ORDER
a. Agencies may use written orders, EDI orders, blanket purchase agreements, individual purchase orders, or task orders for ordering services under this Contract. Blanket Purchase Agreements shall not extend beyond the end of the Contract period; all services and delivery shall be made and the Contract terms and conditions shall continue in effect until the completion of the order. Orders for tasks which extend beyond the fiscal year for which funds are available shall include FAR 52.232-19 (April 1984) Availability of Funds for the Next Fiscal Year. The purchase order shall specify the availability of funds and the period for which funds are available. b. All task orders are subject to the terms and conditions of the Contract. In the event of conflict between a task order and the Contract, the Contract will take precedence. In the event of a conflict between the terms of the task order and a Service Agreement (as defined in section 3.c below) the Contract will take precedence. c. Task order services will be described in one or more of the following: (i) “Service Descriptions” as generally described in this SIN 54151S and available at:
http://www.dell.com/learn/us/en/uscorp1/terms-of-sale-commercial-and-public-sector-servicecontracts The Statement of Work includes, for example:
• Dell’s responsibilities
• The Government’s responsibilities
• The specific conditions (Completion Criteria), if any, that Dell is required to meet to fulfill its obligations • A performance period for Services and an estimated schedule for planning purposes • Applicable charges (not including taxes) and any other terms • Resumes shall be provided by Dell upon request.
• Services Agreement similar to those found at the URL in 3.c above. 059da_dell(fed)_2020-05_gsa_mas_AFSSPL_v1 Page | 47

4. PERFORMANCE OF SERVICES
a. The Contractor shall commence performance of services on the date agreed to by the Contractor and the ordering activity.
b. The Contractor agrees to render services only during normal working hours, unless otherwise agreed to by the Contractor and the ordering activity.
c. The ordering activity should include the criteria for satisfactory completion for each task in the Statement of Work or Delivery Order. Services shall be completed in a good and workmanlike manner. d. Any Contractor travel required in the performance of IT Services must comply with the Federal Travel Regulation or Joint Travel Regulations, as applicable, in effect on the date(s) the travel is performed. Established Federal Government per diem rates will apply to all Contractor travel. Contractors cannot use GSA city pair contracts.
e. Technical personnel shall remain under the supervision, management, and control of Dell, which shall include their assignment and evaluation. The tasks on which assigned personnel assist shall remain the responsibility of the Government. Therefore, Dell does not guarantee that the Government’s task will be accomplished under this Contract, only that assistance shall be provided. No estimate made by Dell of the assistance to be provided to the ordering activity is guaranteed to any extent or in any way. f. Support Services may be performed by both Dell personnel and subcontracted non-Dell personnel. Dell will provide Support Service personnel with the necessary technical skills. g. "Third Party Products" means any third-party hardware, services or software. Some manufacturers’ warranties or service contract terms and conditions for Third Party Products may become void if Dell or anyone else, other than the manufacturer or its authorized representative, provides services for or works on the hardware or software (such as providing maintenance and repair services). DELL DOES NOT TAKE RESPONSIBILITY

FOR THIRD PARTY WARRANTIES OR FOR ANY EFFECT THAT THE DELL SERVICES MAY HAVE ON THOSE WARRANTIES. Except as agreed to in writing between the ordering activity and Dell, Third Party Products shall be exclusively subject to terms and conditions between the third party and the ordering activity.

Dell shall have no liability for Third Party Products and the ordering activity shall look exclusively to the third party provider for any damages or liability with respect to the provision of such Third Party Products. Except as otherwise specifically agreed to in a Service Agreement, the ordering activity authorizes Dell (or otherwise obtains the rights for Dell) to copy, install and modify, when necessary and as required by the Service Agreement, all Third Party Products, including software, to be used in the Services or to be copied or stored for subsequent reinstallation of a backup system or data. The ordering activity warrants to Dell that it has obtained any licenses, consents, regulatory certifications or approvals required to give Dell and its subcontractors or employees such rights or licenses to access, copy, distribute, use and/or modify (including creating derivative works) or install any Third Party Products to be used in the Services, without infringing the ownership or license rights (including patent and copyright) of the providers or owners of such products

5. STOP-WORK ORDER (FAR 52.242-15) (AUG 1989)
a. The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this Contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall eitheri. Cancel the stop-work order; or
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ii. Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Government, clause of this Contract. b. If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or Contract price, or both, and the Contract shall be modified, in writing, accordingly, if - i. The stop-work order results in an increase in the time required for, or in the Contractor's cost properly allocable to, the performance of any part of this Contract; and ii. The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract.
c. If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop -work order in arriving at the termination settlement.
d. If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stopwork order, as provided for in FAR 52.242-15.

6. INSPECTION OF SERVICES
The Inspection of Services–Fixed Price (AUG 1996) (Deviation – May 2003) clause at FAR 52.246-4 applies to firm-fixed price orders placed under this Contract. The Inspection–Time-and-Materials and Labor-Hour (JAN 1986) (Deviation – May 2003) clause at FAR 52.246-6 applies to time-and-materials and labor-hour orders placed under this Contract. Contractor’s ISO 9001:2015 (expiration date January 24, 2023) certification constitutes an inspection system that is acceptable to the Government.

7. RESPONSIBILITIES OF THE CONTRACTOR
The Contractor shall comply with all applicable laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character.

8. PROPRIETARY RIGHTS
a. Except as otherwise specifically agreed to in a task order/Service Agreement, Dell will retain exclusive ownership in all Deliverables created by Dell hereunder and will own all intellectual property rights, title and interest in any ideas, concepts, know how, documentation or techniques developed by Dell thereunder. Dell grants the ordering activity a non-exclusive, non-transferable, royalty-free right to use the Deliverables solely ordering activity’s internal use. “Deliverables” means the tangible and intangible materials, including reports, studies, base cases, drawings, findings, manuals, procedures and recommendations that are prepared by Dell or its subcontractors in the course of performing the Services. b. Notwithstanding the provisions of section 8.a above, right, title and interest in all Deliverables shall vest in the ordering activity in accordance with FAR 52.227-14 Rights in Data – General, where such Deliverables are specifically identified by a separately priced CLIN on the task order or delivery order as deliverable data or restricted computer software. Ordering activity rights in data and restricted computer software not separately called out under a Delivery Order CLIN, if any, shall be in accordance with section 8.a above. c. Tools & Software. Dell will retain all intellectual property rights with respect to the processes, tools and software related to the Services. Any use by ordering activity, including the execution, reverse engineering, decompilation, reproduction, modification, distribution, transmission, republication, display, transfer or performance, except as specifically permitted by Dell during the term of Services is prohibited. 059da_dell(fed)_2020-05_gsa_mas_AFSSPL_v1 Page | 49

9. RESPONSIBILITIES OF THE ORDERING ACTIVITY
a. Subject to security regulations, the ordering activity shall permit Contractor access to all facilities necessary to perform the requisite IT Services.
b. It is the ordering activity’s responsibility to backup data on its systems. CONTRACTOR IS NOT

RESPONSIBLE FOR LOSS OF OR DAMAGE TO DATA OR LOSS OF USE OF ANY OF THE ORDERING ACTIVITY’S COMPUTER OR NETWORK SYSTEMS. The ordering activity acknowledges that Contractor’s performance and delivery of the Services are contingent upon: (i) subject to security regulations, ordering activity providing access to its personnel, facilities, equipment, hardware, software, network and information and (ii) ordering activity’s timely decision-making, notification of relevant issues or information and granting of approvals and/or permission. Ordering Activity will promptly obtain and provide to Contractor any required consents necessary for Contractor’s performance of the Services described in the applicable Service Description, SOW or Technical Specification Form.
c. Order activity agrees that any information or data disclosed or sent to Contractor, over the telephone, electronically or otherwise, is not confidential or proprietary to ordering activity, unless disclosed pursuant to a mutual non-disclosure agreement executed by the Parties. d. Some Services may require Dell to access hardware or software that is not manufactured by Dell. Some manufacturers’ warranties may become void if Dell or anyone else, other than the manufacturer or its authorized representative, works on the hardware or software. DELL DOES NOT TAKE RESPONSIBILITY FOR THIRD

PARTY WARRANTIES OR FOR ANY EFFECT THAT THE DELL SERVICES MAY HAVE ON THOSE WARRANTIES.

10. EXPORT; REGULATORY REQUIREMENTS
a. Export. The ordering activity warrants that any software provided by the ordering activity and used as part of the Services contains no encryption or, to the extent that it contains encryption, such software is approved for export without an export license, or if such a license is required, the software is eligible for export under Bureau of Export Administration export license exception GOV.
b. Regulatory Requirements. Dell shall not be under any obligation to perform any Service Description, SOW or Technical Specification Form or to install any Third Party Products as part of the Services or proceed with Services if such Third Party Products, or the resulting software, do not satisfy the local regulatory requirements of the country to which the Products are to be shipped.

11. INDEMNIFICATION
Dell shall defend, indemnify and hold harmless ordering activity from any third -party claim or action that the Services or any Deliverables (excluding Third-Party Products) prepared or produced by Dell and delivered pursuant to the Service Agreement infringe or misappropriate that third party’s patent, copyright, trade secret, or other intellectual property rights enforceable in the country(ies) in which the Services or Deliverables are sold to ordering activity by Dell (“Indemnified Claims ”). In addition, if Dell receives notice of a claim that, in Dell’s reasonable opinion, is likely to result in an adverse ruling, then Dell shall at its option, (A) obtain a right for ordering activity to continue using such Service or Deliverable; (B) modify such Service or Deliverable to make it noninfringing; (C) replace such Service or Deliverable with a non-infringing equivalent; or (D) refund any pre-paid fees for the allegedly infringing Services that have not been performed or provide a reasonab le depreciated refund for the allegedly infringing Deliverable. Notwithstanding the foregoing, Dell shall have no obligation under this Section for any claim resulting or arising from (A) Ordering activity ’s modifications of the Service or Deliverable that were not approved by Dell; (B) the combination, operation or use of the Service or Deliverable in connection with a third-party product or service (the combination of which causes the infringement); or (C) Dell’s compliance with Ordering activity ’s written specifications or directions, including the incorporation of any software or other materials or process provided by or requested by Ordering activity. Nothing contained herein shall be construed in derogation of the U.S. Department of Justice’s right to defend any claim or suit brought against the U.S. pursuant to its jurisdictional statute 28 U.S.C. § 516.
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12. INDEPENDENT CONTRACTOR
All IT Professional Services performed by the Contractor under the terms of this Contract shall be as an independent contractor, and not as an agent or employee of the ordering activity.

13. ORGANIZATIONAL CONFLICTS OF INTEREST
a. Definitions.
“Contractor” means the person, firm, unincorporated association, joint venture, partnership, or corporation that is a party to this Contract.
“Contractor and its affiliates” and “Contractor or its affiliates” refers to the Contractor, its chief executives, directors, officers, subsidiaries, affiliates, subcontractors at any tier, and consultants and any joint venture involving the Contractor, any entity into or with which the Contractor subsequently merges or affiliates, or any other successor or assignee of the Contractor.

An “Organizational conflict of interest” exists when the nature of the work to be performed under a proposed ordering activity contract, without some restriction on ordering activities by the Contractor and its affiliates, may either (i) result in an unfair competitive advantage to the Contractor or its affiliates or (ii) impair the Contractor’s or its affiliates’ objectivity in performing Contract work. b. To avoid an organizational or financial conflict of interest and to avoid prejudicing the best interests of the ordering activity, ordering activities may place restrictions on the Contractors, its affiliates, chief executives, directors, subsidiaries and subcontractors at any tier when placing orders against schedule contracts. Such restrictions shall be consistent with FAR 9.505 and shall be designed to avoid, neutralize, or mitigate organizational conflicts of interest that might otherwise exist in situations related to individual orders placed against the schedule contract. Examples of situations, which may require restrictions, are provided at FAR 9.508.

14. INVOICES
The Contractor, upon completion of the work ordered, shall submit invoices for IT services. Progress payments may be authorized by the ordering activity on individual orders if appropriate. Progress payments shall be based upon completion of defined milestones or interim products. Invoices shall be submitted monthly for recurring services performed during the preceding month. Such invoices may include generic, dollar value denominational skus – as listed on the applicable hardware/services GSA price list – to facilitate ease of invoicing. The value of the denominational skus shall tie back to the task order/Service Agreement pricing.

15. PAYMENTS
a. Charges will be invoiced monthly for services rendered. The ordering activity on individual orders may authorize progress payments. Progress payments shall be based upon completion of defined milestones. b. For firm-fixed price orders the ordering activity shall pay the Contractor, upon submission and within thirty (30) days of receipt of proper invoices or vouchers, the prices stipulated in this Contract for services rendered and accepted. Progress payments shall be made only when authorized by the order. For time-and-materials orders, the Payments under Time-and-Materials and Labor-Hour Contracts at GSAR 552.212-4 (OCT 2018) (ALTERNATE I – JAN 2017) (DEVIATION I – FEB 2007) applies to time-and-materials orders placed under this Contract. . For time-and-materials/labor-hour orders applicable under FAR 52.216-31 (Feb 2007) Time-andMaterials/Labor-Hour Proposal Requirements—Commercial Item Acquisition. As prescribed in 16.601(e)(3), insert the following provision:
i. The ordering activity contemplates award of a Time-and-Materials or Labor-Hour type of contract resulting from this solicitation.
ii. The offeror must specify fixed hourly rates in its offer that include wages, overhead, general and administrative expenses, and profit. The offeror must specify whether the fixed hourly rate for each labor category applies to labor performed by—
(1) The offeror;
(2) Subcontractors; and/or
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(3) Divisions, subsidiaries, or affiliates of the offeror under a common control. c. If the Services are being performed on a time and materials or labor hour basis, any estimates provided by Dell are for planning purposes only.

16. RESUMES
Resumes shall be provided to the GSA Contracting Officer or the user ordering activity upon request. Please note that during the proposal phase of task order procurement, given the uncertainty of awardee and Contractor labor resource utilization requirements, sample resumes may be submitted. Upon award resumes of the individual(s) who will perform the service(s) will be provided to the ordering activity upon request.

17. INCIDENTAL SUPPORT COSTS
Incidental support costs are available outside the scope of this Contract, and will be considered a non-schedule item for purposes of including the cost on the delivery order. The costs will be negotiated separately with the ordering activity in accordance with the guidelines set forth in the FAR.

18. APPROVAL OF SUBCONTRACTS
The ordering activity may require that the Contractor receive, from the ordering activity's contracting officer, written consent before placing any subcontract for furnishing any of the work called for in a task order, which consent will not be unreasonably withheld.

19. WARRANTY FOR DELL SERVICES
a. Limited Warranty. DELL WARRANTS THAT SERVICES WILL BE PERFORMED IN A GOOD AND WORKMANLIKE MANNER. EXCEPT AS EXPRESSLY STATED IN THE PRECEDING SENTENCE, DELL (INCLUDING ITS AFFILIATES, SUBCONTRACTORS AND AGENTS) AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS AND OFFICERS (COLLECTIVELY, THE "DELL PARTY(IES)") MAKES NO

EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO ANY OF THE SERVICES OR DELIVERABLES,

INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, SUITABILITY OR NON-INFRINGEMENT; ANY WARRANTY RELATING TO THIRD-PARTY PRODUCTS OR THIRD-PARTY SERVICES; ANY WARRANTY WITH RESPECT TO THE PERFORMANCE OF ANY HARDWARE OR SOFTWARE USED IN CONDUCTING SERVICES; OR ANY

WARRANTY CONCERNING THE RESULTS TO BE OBTAINED FROM THE SERVICES OR THE RESULTS OF ANY RECOMMENDATION THE DELL PARTIES MAY MAKE.
b. Limitation of Liability. NEITHER THE DELL PARTIES NOR CUSTOMER WILL BE LIABLE FOR ANY

INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES PROVIDED BY DELL. WHETHER DIRECT OR INDIRECT, NEITHER

PARTY SHALL HAVE LIABILITY FOR THE FOLLOWING, (A) LOSS OF REVENUE, INCOME, PROFIT, OR

SAVINGS, (B) LOST OR CORRUPTED DATA OR SOFTWARE, LOSS OF USE OF SYSTEM(S) OR NETWORK,

OR THE RECOVERY OF SUCH, (C) LOSS OF BUSINESS OPPORTUNITY, (D) BUSINESS INTERRUPTIO N

OR DOWNTIME, OR (E) SERVICES, DELL PRODUCTS OR THIRD-PARTY PRODUCTS NOT BEING AVAILABLE FOR USE BY CUSTOMER. THE DELL PARTIES’ AGGREGATE LIABILITY (WHETHER IN

CONTRACT, TORT OR OTHERWISE) FOR ANY CLAIM OF LIABILITY ARISING OUT OF, OR IN CONNECTIO N

WITH ANY SERVICE PROVIDED PURSUANT TO THIS MSA SHALL NOT EXCEED THE TOTAL AMOUNT

PAID UNDER THE ORDER BY CUSTOMER FOR THE SPECIFIC SERVICE(S) GIVING RISE TO SUCH CLAIM DURING THE PRIOR TWELVE (12) MONTH PERIOD. EACH PARTY ACKNOWLEDGES THAT THESE

LIMITATIONS APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES

OR THE REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE AND THAT, WITHOUT THESE LIMITATIO NS, THE FEE FOR THE SERVICES PROVIDED HEREUNDER WOULD BE HIGHER. The foregoing limitation of liability shall not apply to (1) personal injury or death resulting from Licensor’s gross negligence; or (2) for fraud. c. High-Risk Application Disclaimer. The Services are not fault-tolerant and are not designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, 059da_dell(fed)_2020-05_gsa_mas_AFSSPL_v1 Page | 52
life-support machines, or any other application in which the failure of the Services could lead directly to death, personal injury, or severe physical or property damage (collectively, "High-Risk Activities"). Dell expressly disclaims any express or implied warranty of fitness for High-Risk Activities.

20. SUPPORT SERVICES
Except as stated below, when Services consist of repair of Dell systems, such Services shall be those repair services that are necessary because of any existing defect or a defect occurs in materials or workmanship in the system or in any system component covered by this Agreement. Preventive maintenance is not included. Repairs necessitated by software problems, or as a result of alteration, adjustment, or repair by anyone other than Dell (or its representatives) are not included. Unless otherwise provided in the Service Agreement, Services do not include repair of any system or system component which has been damaged as a result of: (i) accident, misuse, or abuse of the system or component (such as, but not limited to, use of incorrect line voltages, use of incorrect fuses, use of incompatible devices or accessories, improper or insufficient ventilation, or failure to follow operating instructions) by anyone other than Dell (or its representatives), (ii) an act of God such as, but not limited to, lightning, flooding, tornado, earthquakes, and hurricanes, or (iii) the moving of the system from one geographic location to another or from one entity to another.

21. AVAILABLE IT PROFESSIONAL SERVICES
a. Dell Services leverages expertise in a wide range of IT services solutions, including but not limited to project management, infrastructure design, application development, and storage architecture to deliver end -to end technology solutions addressing the government’s critical information technology needs. These solutions help solve critical IT challenges, maximize the value of information technology investments, and create an efficient, effective and scalable enterprise, while minimizing expense and complexity. b. Descriptions of Dell Services that are also generally available to Schedule 70 users are detailed on the link below. Additional information is available from your Dell Services Account Executive or Sales Representative.

Certain hourly rate services are available through GSA teaming with Dell Federal Systems L.P.’s Schedule, GS35F-0884P (“DFSLP”) as well as cleared personnel, and selectively as open market items consistent with ordering activity regulations.
https://www.dellemc.com/en-us/industry/federal/federal-government-it.htm# Service practice areas include:
• Support Services
• Application Modernization
• Application Services
• Business Process Outsourcing
• Cloud-Based Services (see SIN 518210C)
• Deployment Services
• Information Security Services
• Financing & Leasing
• IT Consulting
• Managed Services
• Training Services

22. PRICING
Dell Services offerings under this Contract are available only on a fixed price basis. Services are available on a time and materials or labor hour basis through a GSA CTA with DFSLP. Please contact your Dell Services Account Executive for additional information on pricing. 059da_dell(fed)_2020-05_gsa_mas_AFSSPL_v1 Page | 53

TERMS AND CONDITIONS APPLICABLE TO INTRODUCTION OF NEW SUPPLES AND NEW SERVICES (SPECIAL ITEM NUMBER NEW)
I. PC AS A SERVICE. SIN NEW Section I outlines the common service features for PC as a Service (“PCaaS” or the “Service(s)”), which is comprised of a combination of hardware, software and services (both closeto-the-box and professional) aggregated into a financing solution which provides a single price per seat per month.

Dell’s PCaaS Solution has a flexible structure that allows customers to tailor the right type of hardware, software and level of services to their environment. In addition to giving ordering activities end-users flexibility in choosing hardware, software and services, PCaaS will provide optional flexible financing between Dell Financial Services and the ordering activity, through SIN 532420L of this FSS Contract.

1. SCOPE
a. The prices, terms and conditions stated under SIN NEW Introduction of New Supplies and New Services apply to Dell’s PC-as-a-Service (“PCaaS”) offering, within the scope of this Information Technology Schedule. b. For PCaaS, Dell shall provide Services at the ordering activity location or other locations as set forth in the Task Order.
c. Availability of PCaaS at OCONUS locations may vary significantly. Ordering activities are encouraged to check availability with Dell’s PCaaS Sales Representatives.

2. END USER OPTIONS
a. Systems currently available for PCaaS under the Contract are Dell’s Government-wide Strategic Solutions (“GSS”) configurations. The GSS solutions, consisting of Latitude notebooks, OptiPlex desktops and Precision workstations, are available on GSA Advantage at the link below:
https://www.gsaadvantage.gov/advantage/s/search.do?q=0:2Dell+GSS+V3&db=0&searchType=0 b. At a minimum, a PCaaS solution must include a minimum of 100 systems, plus one level of co-terminus support plus one additional service (i.e. Basic Deploy, ProDeploy, ProDeploy Plus, Asset Recovery OR Service Delivery Manager), all of which are available on this Contract. 9 Services descriptions are available under their
applicable SIN sections of this AFSSPL.

Configuration
(minimum 100 units)
Co-terminus Support
(choose one)
Services
(choose at least one)
OptiPlex Basic Support Basic Deployment
Latitude ProSupport ProDeploy
Precision ProSupport Plus ProDeploy Plus
XPS Asset Recovery
Services Delivery Manager

3. SERVICE DESCRIPTIONS. The PCaaS service suite consists of a collection of PC lifecycle services, which address deployment, support, management and asset recovery, as selected by the ordering activity. These services will have unique associated service descriptions that are set forth on www.dell.com/servicecontracts/global10. Ordering activities have the option to select the right level of these services to best match end-user lifecycle needs. Some of the Service options may require the execution of a SOW that will provide additional detail associated with the delivery of a sp ecific service. 9 A PCaaS solution that does not include these minimum requirements will be considered a lease under SIN 532420L. 10 These, as well as all other Dell online service agreements and warranties are “Commercial Supplier Agreements.” 059da_dell(fed)_2020-05_gsa_mas_AFSSPL_v1 Page | 54

4. SOLUTION PRICING
a. Similar to SIN 54151S Information Technology 54151S Information Technology Professional Services, it is expected that many PCaaS Task Orders will be unique, given each end-user mission is unique. Dell has developed a standard PCaaS Solution offering, consisting of the Dell GSS solution, software, tied/professional/managed services, at a single per “seat” price, for a specific term. All of the components of the PCaaS Solution are available on the Contract under its applicable SIN. These standard offerings are included in Appendix C to this AFSSPL. PCaaS solutions other than those in Appendix C may be available, and if so, will be provided upon request, consistent with this AFSSPL.
b. Appendix C.1 pricing and products are updated on a quarterly basis, consistent with the Contract’s EPA, price reduction, and product/services update provisions. Please refer to Appendix E, Optional Supplemental PCaaS Terms, for additional optional provisions that, if adopted, may impact the usage rate.

5. PCaaS ORDERING / MINIMUM REQUIREMENTS
a. The ordering activity Task Order will include the name of the Service(s) and available service options purchased. The Task Order describes all of the respective obligations and responsibilities of Dell and the ordering activity related to the Service and any other applicable services. Additional assistance is available from the Dell PCaaS sales representative or Account Executive assigned to the ordering activity. b. The ordering activity will be required to include a minimum level of deployment, support, Services Delivery Manager and asset recovery services. These minimum levels will enable Dell to simplify the refresh process as well as an enhanced asset tracking knowledge to facilitate support and retrieval of those assets. The minimum levels of deployment, support, Services Delivery Manager and asset recovery services vary by hardware product.

The Dell PCaaS Sales Representative will provide additional information upon request. c. Unit Minimum. Ordering activities will be subject to two separate unit minimum requirements: 1) as stated in subparagraph 2.b above, ordering activities must purchase PCaaS to cover the mandatory minimum services for at least one hundred (100) units, when all ordering activities systems that would be entitled to PCaaS are aggregated together throughout the end-user’s enterprise-wide environment; and 2) each ordering activity request to deploy new systems or retrieve end of term / flex down early termination, including asset recovery services, as applicable, must have at least twenty (20) units. If ordering activity falls below either unit minimum threshold, Dell may elect to waive enforcement of this term in order to allow the ordering activity to restore its unit minimum(s), but such waiver does not prohibit Dell from enforcing these unit minimum requirements at any future date. i. System quantity increase and decrease flexibility (5%, 10% and 15%) is available after the mid-point of the task order is available.11 Installed system upgrades are available in a similar manner. Thencurrent offer particulars are available from your PCaaS Sales Representative. d. Term. Offered PCaaS Solution terms are 36 or 48 months. Alternate terms are available upon mutual agreement of the parties, however such non-standard terms may result is monthly per seat pricing higher than the comparable standard term pricing.
e. Usage Options. The usage portion of this offer will offer two optional features that improve flexibility for the ordering activity and differentiate from a typical hardware lease agreement. This optional features are as follows:
i. Flex Down – This feature allows the ordering activity the ability to reduce the overall number of assets (PCs) under the contract by a predetermined amount without penalty or fees, keeping the price per PC per month consistent throughout the term of the agreement. The percent that the ordering activity is able to “Flex down” must be established at the time the contract is initially signed and will be specified in the ordering activity’s agreement with Dell or such other DFS master sales terms, as applicable. Dell will also require a minimum length of term that the ordering activity must commit to prior to executing any “flex down” of units.
11 Ordering activities designate the flex percentages at the time of initial task order negotiation and award. Mid-point increase and decreases are limited to the agreed upon value, or lower 059da_dell(fed)_2020-05_gsa_mas_AFSSPL_v1 Page | 55
ii. Mid-Term Upgrade – This feature enables the ordering activity to upgrade a predetermined percent of their hardware assets (PCs) within the term of the agreement rather than waiting until the end of the term. The percent that the ordering activity is able to “upgrade” must be established at the time the applicable Dell Financial Services usage contract is initially signed under which the ordering activity will purchase the Services. Dell would require a minimum length of term at the time such contract is signed that must expire before the ordering activity’s assets can become eligible for any upgrades.

6. INVOICING and PAYMENT
PCaaS Solutions shall be invoiced monthly, or in a frequency as otherwise agreed upon by Dell and the ordering activity, consistent with applicable provisions of this AFSSPL.

7. ADDITONAL TERMS AND CONDITIONS
If the PCaaS solution includes i. Leasing of Product, the provisions of SIN 532420L above apply, and the Appendix D Optional Supplemental Lease Terms may apply to the extent the parties agree; and/or ii. Classified work, secure support or a requirement for U.S. citizens only, Dell will team this GSA Schedule with the Dell Federal Systems L.P. Schedule 70, GS-35F-0884P, under which performance of the classified portion will occur. 059da_dell(fed)_2020-05_gsa_mas_AFSSPL_v1 Page | 56

TERMS AND CONDITIONS APPLICABLE TO ORDER-LEVEL MATERIALS (SPECIAL ITEM NUMBER OLM)

1. Order-Level Materials
a. Order-Level Materials (OLMs) are supplies and/or services acquired in direct support of an individual task or delivery order placed against this Contract or a blanket purchase agreement (BPA) hereunder. OLMs are not defined, priced, or awarded at the FSS contract level. They are unknown before a task or delivery order is placed against this Contract or BPA.
b. OLMs are only authorized for inclusion at the order level under a Time-and -Materials (T&M) or LaborHour (LH) Contract Line Item Number (CLIN) and are subject to a Not To Exceed (NTE) ceiling price. OLMs include direct materials, subcontracts for supplies and incidental services for which there is not a labor category specified in the FSS contract, other direct costs (separate from those under ODC SINs), and indirect costs. c. OLMs are purchased under the authority of the FSS Program and are not "open market items." Acceptance of this modification indicates your agreement to the following terms:
d. Items awarded under ancillary supplies/services or other direct cost (ODC) SINs are not OLMs (see paragraph 17 of the Information for Ordering Offices section above). These items are defined, priced, and awarded at the FSS contract level, whereas OLMs are unknown before an order is placed. Ancillary supplies/services and ODC SINs are for use under all order type CLINs (Fixed- Price (FP), T&M, and LH), whereas the Order-Level Materials SIN is only authorized for use under T&M and LH order CLINs.

2. Miscellaneous
a. The Order-Level Materials SIN is only authorized for use in direct support of another awarded SIN on the Contract. Price analysis for OLMs is not conducted when awarding the FSS contract or FSS BPA; therefore, GSAR 538.270 and 538.271 do not apply to OLMs. OLMs are defined and priced at the ordering activity level in accordance with GSAR clause 552.238-115 Special Ordering Procedures for the Acquisition of Order-Level Materials (MAY 2019).
b. GSAR clauses GSAR 552.212-4 Contract Terms and Conditions- Commercial/Items (JAN 2017) (Deviation- FEB 2018) (Alternate I- JAN 2017) (Deviation- FEB2007) and 552.238-115 Special Ordering Procedures for the Acquisition of Order- Level Materials (MAY 2019) provide additional information on inclusion of OLMs in task and delivery orders placed against this FSS Contract or a BPA hereunder c. OLMs are only authorized for inclusion at the order level under a T&M or LH CLIN and are subject to an NTE ceiling price.
d. This SIN contains no items or pricing since by definition OLMs are unknown at the time of FSS contract award. The ordering activity contracting officer is responsible for defining OLMs and determining proposed OLM pricing fair and reasonable for a particular order. To support that determination, Dell will provide three quotes for each OLM, consistent with the requirements of 552.238-115(d)(7). e. The OLM SIN cannot be the only SIN awarded on a contract as it is only authorized for use in direct support of another awarded SIN.
f. This SIN is exempt from Commercial Sales Practices disclosure requirements, if required. g. This SIN is exempt from the following clauses:
• 552.216-70 Economic Price Adjustment- FSS Multiple Award Schedule Contracts • 1-FSS-969 Economic Price Adjustment- FSS Multiple Award Schedule • 552.238-71 Submission and Distribution of Authorized FSS Schedule • Pricelists, 552.238-75 Price Reductions
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h. Terms and conditions that otherwise apply to the Contract also apply to the OLM SIN. Examples include but are not limited to:
• Trade Agreements Act (TAA)
• Sales reporting and IFF remittance
• Environmental Attributes clauses
• AbilityOne Program Essentially the Same (ETS) compliance j. This SIN is subject to any transactional data reporting (TDR) requirements in effect under the Contract. k. Prices for items provided under this SIN must be inclusive of the Industrial Funding Fee (IFF). The cumulative value of OLMs in an individual task or delivery order cannot exceed 33.33% of the total value of the order. Note that travel costs do not count towards the 33.3% limitation. .
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COUNTRY OF ORIGIN / WARRANTY CODES

1. Country of Origin. On the Contract price list, the country of origin is identified in the column named “Country of Origin” through a two-digit alpha code. The table below defines the two digit alpha codes, i.e. the country or origin listed in the corresponding Country of Origin column of the table:

2. Warranty Term. On the Contract price list, the warranty term is defined in the column named “Warranty Code” through a one digit alpha code. The table below defines that alpha code. (Please note that the Contract price list column named “Warranty” is merely a combination of the Country of Origin and Warranty Code.) Alpha Code Country of Origin
AN Netherlands
CA Canada
CH Switzerland
DE Germany
FI Finland
GB United Kingdom
HK Hong Kong
IE Ireland
IL Israel
JP Japan
KR Korea
MX Mexico
PE Peru
PL Poland
RO Romania
SG Singapore
TW Taiwan
US United States
Warranty
Code
Warranty Term
0 No Warranty
C Ninety-days
E One-year
G Two-years
J Three-years
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USA COMMITMENT TO PROMOTE SMALL BUSINESS PARTICIPATION PROCUREMENT

PROGRAMS PREAMBLE
Dell provides commercial products and services to ordering activities. We are committed to promoting participation of small, small disadvantaged and women-owned small businesses in our contracts. We pledge to provide opportunities to the small business community through reselling opportunities, mentor-protégé programs, joint ventures, teaming arrangements, and subcontracting.

COMMITMENT
• To actively seek and partner with small businesses.
• To identify, qualify, mentor and develop small, small disadvantaged and women-owned small businesses by purchasing from these businesses whenever practical. • To develop and promote company policy initiatives that demonstrate our support for awarding contracts and subcontracts to small business concerns.
• To undertake significant efforts to determine the potential of small, small disadvantaged and womenowned small business to supply products and services to our company. • To insure procurement opportunities are designed to permit the maximum possible participation of small, small disadvantaged, and women-owned small businesses.
• To attend business opportunity workshops, minority business enterprise seminars, trade fairs, procurement conferences, etc., to identify and increase small businesses with whom to partner. • To publicize in our marketing publications our interest in meeting small businesses that may be interested in subcontracting opportunities.

We signify our commitment to work in partnership with small, small disadvantaged and women-owned small businesses to promote and increase their participation in ordering activity contracts. Please visit Dell Technologies’ Supplier Diversity home page https://corporate.delltechnologies.com/en-us/socialimpact/advancing-sustainability/sustainable-supply-chain/supplier-diversity.htm for additional information and contact information.
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BEST VALUE BLANKET PURCHASE AGREEMENT

FEDERAL SUPPLY SCHEDULE
(Insert Customer Name)
In the spirit of the Federal Acquisition Streamlining Act (ordering activity) and (Contractor) enter into a cooperative agreement to further reduce the administrative costs of acquiring commercial items from the General Services Administration (GSA) Federal Supply Schedule Contract(s)______________.

Federal Supply Schedule contract BPAs eliminate contracting and open market costs such as: search for sources; the development of technical documents, solicitations and the evaluatio n of offers. Teaming Arrangements are permitted with Federal Supply Schedule Contractors in accordance with Federal Acquisition Regulation (FAR)

9.6. This BPA will further decrease costs, reduce paperwork, and save time by eliminating the need for repetitive, individual purchases from the schedule contract. The end result is to create a purchasing mechanism for the ordering activity that works better and costs less.

Signatures
_________________________ ______________________________

AGENCY DATE CONTRACTOR DATE
BPA NUMBER_______________
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(CUSTOMER NAME)

BLANKET PURCHASE AGREEMENT
Pursuant to GSA Federal Supply Schedule Contract Number(s) _________(“Agreements”), the Contractor agrees to the following terms of a Blanket Purchase Agreement (BPA) EXCLUSIVELY WITH (Ordering Agency):

1. The following contract items can be ordered under this BPA. All orders placed against this BPA are subject to the terms and conditions of the contract, except as noted below:

MODEL NUMBER/PART NUMBER *SPECIAL BPA DISCOUNT/PRICE
_______________________________ ______________________________ _______________________________ ______________________________

2. Delivery:

DESTINATION DELIVERY SCHEDULE/DATES
_______________________________ ______________________________ _______________________________ ______________________________

3. The ordering activity estimates, but does not guarantee, that the volume of purchases through this agreement will be ______________.

4. This BPA does not obligate any funds.

5. This BPA expires on __________________or at the end of the contract period, whichever is earlier.

6. The following activity(s) is hereby authorized to place orders under this BPA:

OFFICE POINT OF CONTACT
____________________________ _________________________
____________________________ _________________________

7. Orders will be placed against this BPA via Electronic Data Interchange (EDI), FAX, or paper.

8. Unless otherwise agreed to, all deliveries under this BPA must be accompanied by delivery tickets or sales slips that must contain the following information as a minimum:
a. Name of contractor;
b. Contract Number;
c. BPA Number;
d. Model Number or National Stock Number (NSN);
e. Purchase Order Number;
f. Date of Purchase;
g. Quantity, Unit Price, and Extension of Each Item (unit prices and extensions need not be shown when incompatible with the use of automated systems; provided, that the invoice is itemized to show the information); and
h. Date of Shipment.

9. The requirements of a proper invoice are specified in the Federal Supply Schedule contract. Invoices will be submitted to the address specified within the purchase order transmission issued against this BPA.

10. The terms and conditions included in this BPA apply to all purchases made pursuant to it. In the event of an inconsistency between the provisions of this BPA and the Contractor's invoice, the provisions of this BPA will take precedence.
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BASIC GUIDELINES FOR USING
“CONTRACTOR TEAM ARRANGEMENTS”
Federal Supply Schedule Contractors may use "Contractor Team Arrangements" (see FAR 9.6) to provide solutions when responding to a customer agency requirements.

These Team Arrangements can be included under a Blanket Purchase Agreement (BPA). BPAs are permitted under all Federal Supply Schedule contracts.

Orders under a Team Arrangement are subject to terms and conditions or the Federal Supply Schedule Contract.

Participation in a Team Arrangement is limited to Federal Supply Schedule Contractors.

Customers should refer to FAR 9.6 for specific details on Team Arrangements.

Here is a general outline on how it works:
• The customer identifies their requirements.
• Federal Supply Schedule Contractors may individually meet the customer’s needs, or - • Federal Supply Schedule Contractors may individually submit a Schedules "Team Solution" to meet the customer's requirement.
• Customers make a best value selection.
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APPENDIX A

DELL ENTERPRISE LICENSE AGREEMENT
10107_dell(fed)_201
2-09_elans_usg_v1.docx
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APPENDIX B

MASTER SERVICES ADDENDUM
This MASTER SERVICES ADDENDUM (the “Addendum”) is incorporated into Delivery Orders for Professional Services and Factory Integration Services procured by the Government under the FSS Contract.

1. SERVICES
This Addendum shall apply each time Government engages Dell to provide services under any FSS Contract Special Item Number. All services provided will be described in one or more of the following: (i) “Service Descriptions” in the GSA Schedule; (ii) mutually agreed “Statement of Work” (“SOW”); or (iii) “Technical Specification Form” as applicable (the “Services”). In the event of a conflict between the terms of this Agreement and a Service Description, SOW, or Technical Specification Form, the terms of these documents will be followed according to the following order of preference: (1) GSA Schedule; (2) the SOW or Technical Specification Form; and (3) Service Descriptions.

2. TERMS
a. Requests for Service; Quotes and Delivery Orders. All Delivery Orders for Services must specify Dell's quotation (if any), and reference the Service(s) requested and invoice address. The Government may place Delivery Orders in writing, by telephone or by facsimile transmission. Telephone Delivery Orders must be confirmed in writing. All Delivery Orders are subject to acceptance by Dell, which will not be unreasonably withheld. c. The prices charged for Services purchased under this Addendum will be Dell’s then current GSA price for such Services or as otherwise negotiated between Dell and Government. If the Services are being performed on a time and materials basis, any estimates provided by Dell are for planning purposes only.

3. PURCHASE OF THIRD PARTY PRODUCTS, SOFTWARE INSTALLATION "Third Party Products" means any hardware or software, other than parts that are Dell branded and originally listed on Dell’s standard parts lists (“Dell Standard Products”), that are used in the Services, whether provided by Government or procured for Government by Dell. Government shall be responsible for procuring any Third Party Products used in the Services; however Government may request that Dell procure the Third Party Products.

In the event the Third Party Products procured by Dell are not used for the Services within a reasonable time following purchase of the parts by Dell, the Third Party Products will be shipped and invoiced to Government and Government will pay for these parts within thirty (30) days after the date of invoice. Dell is not responsible for any revision or engineering changes in any Third Party Products used in the Services. For software provided by Government, Government authorizes Dell (or otherwise obtains the rights for Dell) to copy, install and modify, if necessary (and required by the Technical Specification Form), all software to be used in the Services or to be recorded in electronic media for subsequent re-installation of backup. Government warrants to Dell that it has obtained any licenses, consents, or approvals required to give Dell and its sub contractors or employees the right or license to access, copy, distribute, use and/or modify (including creating derivative works) any Third P arty Products and custom software to be used in the Services, without infringing the ownership or license rights (including patent and copyright) of the providers or owners of such products

4. PROPRIETARY RIGHTS
a. Subject to b. below, right, title and interest in and to any programs, systems, data or materials first created or prepared by Dell under this Agreement including, without limitation, any copyrights, patents, and other intellectual property rights therein, shall vest in the Government in accordance with FAR 52.227-14 Rights in Data – General, where such work is specifically identified by CLIN on the Delivery Order as deliverable data or restricted computer software. Government rights in data and restricted computer so ftware not separately called out under a Delivery Order CLIN, if any, shall be in accordance with FAR Part 12. b. The Government acknowledges that from time-to-time Dell develops certain reusable computer software, techniques, information, training material and documentation ("Utilities"). Utilities are Dell’s proprietary information and intellectual property. To the extent consistent with FAR 52.227-14, Dell grants the Government Purpose Limited Rights to use those Utilities incorporated into the products developed for the Government. Subject to the 059da_dell(fed)_2020-05_gsa_mas_AFSSPL_v1 Page | 65
foregoing, Dell retains all rights to the Utilities for any future use. The Government shall protect the Utilities according to the policies and procedures it uses for its own similar proprietary information and intellectual property.

5. EXPORT; REGULATORY REQUIREMENTS.
a. Export. Government warrants that any software provided by Government and used as part of the Services contains no encryption or, to the extent that it contains encryption, such software is approved for export under Bureau of Export Administration export license exception GOV. b. Regulatory Requirements. Dell shall not be under any obligation to perform any Service Description, SOW or Technical Specification Form or to install any Third Party Products as part of the Services or proceed with Services if such Third Party Products, or the resulting software, do not satisfy the local regulatory requirements of the country to which the Products are to be shipped.

6. GOVERNMENT RESPONSIBILITIES
It is the Government’s responsibility to backup data on its systems. DELL IS NOT RESPONSIBLE FOR LOSS OF OR DAMAGE TO DATA OR LOSS OF USE OF ANY OF THE GOVERNMENT’SCOMPUTER OR NETWORK SYSTEMS. Government acknowledges that Dell’s performance and delivery of the Services are contingent upon:
(i) Government providing access to its personnel, facilities, equipment, hardware, software, network and information and (ii) Government’s timely decision-making, notification of relevant issues or information and granting of approvals and/or permission. Government will promptly obtain and provide to Dell any required consents necessary for Dell’s performance of the Services described in the applicable Service Description, SOW or Technical Specification Form. Government agrees that any information or data disclosed or sent to Dell, over the telephone, electronically or otherwise, is not confidential or proprietary to Government, unless disclosed pursuant to a mutual NDA executed by the Parties. Some Services may require Dell to access hardware or software that is not manufactured by Dell. Some manufacturers’ warranties may become void if Dell or its authorized representative, works on the hardware or software. DELL TAKES NO RESPONSIBILITY FOR THIRD PARTY WARRANTIES OR FOR ANY EFFECT THAT THE DELL SERVICES MAY HAVE ON SAME.

7. LIMITATION OF SERVICES
Except as stated below, when Services consist of repair of Dell systems, such Services shall be those repair services that are necessary because of any existing defect or a defect occurs in materials or workmanship in the system or in any system component covered by this Agreement. Preventive maintenance is not included. Repairs necessitated by software problems, or as a result of alteration, adjustment, or repair by anyone other than Dell (or its representatives) are not included. Unless otherwise provided in the SOW, Services do not include repair of any system or system component which has been damaged as a result of: (i) accident, misuse, or abuse of the system or component (such as, but not limited to, use of incorrect line voltages, use of incorrect fuses, use of incompatible devices or accessories, improper or insufficient ventilation, or failure to follow operating instructions) by anyone other than Dell (or its representatives), (ii) an act of God such as, but not limited to, lightning, flooding, tornado, earthquakes, and hurricanes, or (iii) the moving of the system from one geographic location to another or from one entity to another.
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APPENDIX C

PRICE LIST

1. Price List. Dell’s Price list is a SKU-based list, consisting of over 300,000 SKUs. Dell’s products are available on GSA Advantage ®, however due to the volume of SKU’s it is sometimes difficult to find a particular SKU; and Advantage may be slightly out of date at times as a result of occasional issues with the EDI upload.

2. Dell’s Price List consists of the separate Excel files listed below listed in 2.a. below; and 2.b. PCaaS Price List.
a. Given the size of the files and the rapidity in which pricing changes, Dell no longer publishes a hard copy price list. All or part of the price list is available electronic form on CDROM, and if the ordering activity is capable of receiving a file in excess of 18 MB, available via email. Please contact the Dell GSA Point of Contact listed on GSA’s e-schedule library site to request a copy:
• Dell-Branded Products / After Point of Sale (APOS) Warranty Services • Professional Services (fixed price SKU-based)
• Third Party Products (aka Software and Peripherals)
b. PC as a Service. Please Refer to Appendix C.1
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Appendix C.1
PCaaS Price List
October 2, 2018
USAGE PROGRAM: USAGE Pricing
Quote Equipment Unit Price Qty.

Total Amount
Financed
Payment
Frequency
Contract
Term
(months)
Payment
Factor
Price Per
Seat
Payments
(Advance)*
Good
744151388 LightWeight Laptop: Latitude 5290 $1,441.85 1 $ 1,441.85 Monthly 36 0.02977 $42.92 743693679 Basic Laptop: Latitude 5490 $1,404.82 1 $ 1,404.82 Monthly 36 0.02977 $41.82 744986239 High End Laptop: Precision 7520 $2,169.70 1 $ 2,169.70 Monthly 36 0.02962 $64.27 744987963 Desktop Upgrade 1 SFF: Optiplex 7050SFF $1,019.82 1 $ 1,019.82 Monthly 36 0.02977 $30.36 745004462 Desktop MiniTower: Optiplex 7050MT $1,257.18 1 $ 1,257.18 Monthly 36 0.03017 $37.93 745004498 High End Desktop: Precision Tower 3620 $1,652.94 1 $ 1,652.94 Monthly 36 0.03017 $49.87 744163293 Tablet: Latitude 5290 2 n 1 $1,644.25 1 $ 1,644.25 Monthly 36 0.03017 $49.61 Better
744151408 LightWeight Laptop: Latitude 5290 $1,471.62 1 $ 1,471.62 Monthly 36 0.02982 $43.88 744151663 Basic Laptop: Latitude 5490 $1,508.82 1 $ 1,508.82 Monthly 36 0.02982 $44.99 744987074 High End Laptop: Precision 7520 $2,199.43 1 $ 2,199.43 Monthly 36 0.02967 $65.26 744987974 Desktop Upgrade 1 SFF: Optiplex 7050SFF $1,049.56 1 $ 1,049.56 Monthly 36 0.02982 $31.30 745004466 Desktop MiniTower: Optiplex 7050MT $1,286.96 1 $ 1,286.96 Monthly 36 0.03022 $38.89 745004520 High End Desktop: Precision Tower 3620 $1,682.68 1 $ 1,682.68 Monthly 36 0.03022 $50.85 744163373 Tablet: Latitude 5290 2 n 1 $1,674.00 1 $ 1,674.00 Monthly 36 0.03022 $50.59 Best
744151422 LightWeight Laptop: Latitude 5290 $1,587.55 1 $ 1,587.55 Monthly 36 0.02999 $47.61 744151689 Basic Laptop: Latitude 5490 $1,624.77 1 $ 1,624.77 Monthly 36 0.02999 $48.73 744987129 High End Laptop: Precision 7520 $2,385.07 1 $ 2,385.07 Monthly 36 0.02987 $71.24 744987987 Desktop Upgrade 1 SFF: Optiplex 7050SFF $1,105.60 1 $ 1,105.60 Monthly 36 0.02999 $33.16 745004473 Desktop MiniTower: Optiplex 7050MT $1,342.97 1 $ 1,342.97 Monthly 36 0.03030 $40.69 745004536 High End Desktop: Precision Tower 3620 $1,750.87 1 $ 1,750.87 Monthly 36 0.03030 $53.05 744163401 Tablet: Latitude 5290 2 n 1 $1,789.94 1 $ 1,789.94 Monthly 36 0.03030 $54.24 *Pricing Assumes No interim rent. Payments do not include sales tax. Included is estimated national average personal property
USER AGENCY: Activity Ordering Officer
LESSOR: Dell Financial Services LLC, and/or its successors and assigns.axes.

PCaaS QUOTE: The PCaaS Quote is exclusive of shipping costs, maintenance fees, filing fees, licensing fees, property or use taxes, insurance premiums and similar items which shall be for User Agency's account. User Agency will pay Payments and all other amounts without set-off, abatement or reduction for any reason whatsoever. Additionally, User Agency shall declare and pay all sales, use and personal property taxes to the appropriate taxing authorities. If you are sales tax exempt, please fax a copy of your Exemption Certificate with the PCaaS Contract.

PURCHASE ORDER: The Purchase Order will be made out to Dell Financial Services, One Dell Way, RR3 Box 8405, Round Rock, TX 78682. The Purchase Order will include the quote number, quantity and description of the equipment. Please be sure to indicate that the PO is for a PCaaS order and shows the type of PCaaS, the term length, and payment frequency. The date of the PCaaS quote referenced should be included. Please be sure to include any applicable shipping costs as a line item. Please include your address as the SHIP TO destination
.
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APPENDIX D

OPTIONAL SUPPLEMENTAL LEASE TERMS
As authorized by Option 2 of SIN 532420L, Dell proposes the following Supplemental Lease Terms for Ordering Activity consideration:

Supplemental Terms and Conditions
There are in addition to the terms and conditions included in Dell’s GSA Contract # GS-35F-059DA.

The ordering activity is responsible for the obligation of funds consistent with applicable law. Agencies are advised to review the lease terms and conditions contained in this quote prior to ordering and obligating funding for a lease.

1. Base Interest Rates in the GSA Leasing Terms and Conditions are indexed to Treasury constant maturities as quoted in the Federal Statistical Release H.15 (519) as of the preceding date closest to the date of the Lease Quote.

2. This Lease quote is valid for thirty (30) days from the date of the Lease Quote. In the event an order is not issued by the Government within such thirty (30) days, Dell reserves the right to re-quote the lease pricing or extend the original quote in writing. The Delivery Order issued to initiate a lease based on this Lease Quote must be in compliance with GSA SIN 532420L, Option 2, of the referenced GSA Contract. A lease order issued hereunder is subject to Dell acceptance and/or Dell's credit approval.

3. The Government agrees that early termination is highly unlikely because the acquisition, quantity and use of the involved products are deemed to be essential to its operations and will complete an Essential Use Certificate to that effect if required by Lessor. Further, the Government reasonably believes that funds in an amount sufficient to make all payments during the Lease Term can be obtained and agrees to take all reasonable positive action to obtain and maintain such funds. This proposed lease is subject to Credit Approval by the Lessor's Credit Review Committee Except for any maintenance-responsibilities included in the Lease, the Government agrees that, by accepting the Lease and providing the Product for the Government’s use, Dell has fully performed its obligation under the Lease.

4. Termination for Convenience of the Government: Leases entered into under this option may not be terminated except by the ordering activities’ contracting officer responsible for the delivery order in accordance with FAR 52.212-4, Contract Terms and Conditions-Commercial Items, paragraph (l), Termination for Convenience of the Government. In the event of a Termination for Convenience of the Government, the Government will promptly pay Dell, or its assignee, the following: i) the sum of the current fiscal year's paym ent obligations, including any applicable taxes, less any payments made to the date of termination; plus ii) the Termination Ceiling, which will be the present value of the remaining Lease Payments over the Lease Term discounted at the like-term Treasury yield % used to calculate the periodic Lease Payments, interpolated to the number of months remaining in the Lease Term, plus any unpaid taxes or other charges then due.

5. Notwithstanding the provisions of SIN 532420L, for Leases with the Option to Own - Fair Market Value end of lease purchase option, the purchase option available to the Government at the end of the Lease Term shall be based on the then current Fair Market Value. The Government understands that it accrues no equity or partial ownership to the products by virtue of Lease Payments paid hereunder. The Fair Market Value shall be determined by Dell, or its assignee, on the basis of and shall be the value which would be obtained in an arm's length transaction between an informed and willing buyer and an informed and willing seller under no compulsion by either party to perform the transaction.

6. Dell, or its assignee, will invoice, and the Government agrees to pay such periodic Lease payments in accordance with Section 2 / Payment Schedule as incorporated in your Lease Quote, prior to the beginning of the 059da_dell(fed)_2020-05_gsa_mas_AFSSPL_v1 Page | 69
period for which the charges accrue. For Prompt Payment Act provisions, all invoices are due upon receipt of invoice, and are payable not later than the payment due date listed on the invo ice or the 30th day from the start of the payment period in accordance with the Prompt Payment Act provisions 5 CFR Part 1315.4g and FAR

52.232-25. Prompt Payment Act (1315.10) interest penalties shall apply for all payments not made in accordance with this clause.

7. Products may only be terminated at the Delivery Order level in accordance with the termination provisions set forth in SIN 532420L. In the event the Government exercises its right to terminate a lease under SIN 532420L, the Government shall be required to return all the products included in the Delivery Order to Contractor in accordance with the return provisions set forth therein. The end of lease purchase option is available to the Government only upon satisfaction of all payment obligations for the full Lease Term and is not applicable to a lease termination prior to the end of the Lease Term.

8. It is the Government's intent to exercise each renewal option and to extend the lease until completion of the Lease Term provided the needs of the Government for the products or functionally similar products continue to exist. Accordingly, the Government shall not replace the products leased under this delivery order with functionally similar products during the Lease Term specified in the delivery order. . For purposes of this clause, replacement includes reverting to the means by which the Government met the bona fide functional need before the Government issued the Order.

9. In the event you are of the opinion that any charges or credits on an invoice are not billed properly, the Government will promptly pay the portion of the invoice not in question and immediately provide Dell, or its assignee, with detailed written notice of the items in question.

10. To the extent permitted by the Agency Federal Acquisition Regulation supplement of the ordering activity, FAR Clause 52.232-23, Assignment of Claims, Alternate I, is hereby incorporated by reference. Payments to an Assignee of any amounts due or to become due under this lease, shall not, to the extent specified in the Act, be subject to reduction or setoff.

11. Purchase Option - In the event the Government wishes to buy-out the lease at any time, during or at the end of the Lease Term, the Government will be required to pay a lump sum amount equal to the present value of all outstanding Lease Payments discounted at the rate of Treasury Constant Maturities as published in the Federal Reserve statistical release H.15 in effect at the time of the original order, interpolated to t he number of months remaining in the Lease Term, plus any applicable end of lease purchase option, Fair Market Value or pre-stated purchase option price, and any unpaid taxes or other charges then due. The election to purchase at the end of the Lease Term shall require purchase of all of the leased Products included in the Delivery Order. The end of the lease option elected by the Government shall be the same for all of the products included in the Delivery Order.

12. Form of Payment: The Government will pay Dell, or its assignees, by Electronic Funds Transfer (EFT), wire or check. No credit cards will be allowed as a form of payment under this lease agreement.

13. Acceptance: Acceptance shall occur on the first day after delivery of the product to the Government.

14. Risk of Loss: The Government assumes and shall bear the entire risk of loss and damage, whether or not insured against, to the products from any and every cause whatsoever from the date the products are delivered to the Government's ship to location until the products are either returned to the Contractor's designated return location or purchased by the Government, except for any loss or injury resulting from the negligence or fault of Contractor. No loss or damage to the products or any part thereof shall impair any obligation of the Government under the relevant Order, including but not limited to the Government's obligation to make payments under such Order, which obligations shall continue in full force and effect. In the event of loss or damage of any kind to any products, the Government, at the Government's option, shall: (i) Place the same in good repair, condition and working order to the satisfaction of Contractor within 90 days of such loss or damage; or (ii) Pay Contractor the amount equivalent to the Purchase Option price calculated as described in Paragraph 11 above. 059da_dell(fed)_2020-05_gsa_mas_AFSSPL_v1 Page | 70

15. Title: During the Lease Term, products shall always remain the property of the Contractor. The Government shall have no property right or interest in the products except as provided herein and shall hold the products subject and subordinate to the rights of the Contractor. Software and software licenses shall be deemed personal property. The Government shall have no right or interest in the software and related documentation except as provided in the license and the lease. Upon the Commencement Date of the Lease Term, the Government shall have an encumbered license to use the software for the Lease Term. The Government’s encumbered license rights in the software will be subject to the same rights as provided to a purchaser of a license under the terms of this contract except that the Government will not have an unencumbered, paid -up license until it has paid the applicable purchase option price.

Unless otherwise agreed to in writing by the parties, the above supplements Dell’s GSA SIN 532420L and apply to any lease entered into by the parties.
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APPENDIX E

OPTIONAL SUPPLEMENTAL PCAAS TERMS
Dell proposes the following Supplemental PCaaS Terms under SIN NEW for Ordering Activity consideration:

Supplemental Terms and Conditions
These Supplemental PCaaS Terms and Conditions are in addition to the terms and conditions included in Dell’s GSA Contract # GS-35F-059DA.

The ordering activity is responsible for the obligation of funds consistent with applicable law. Agencies are advised to review the PCaaS terms and conditions contained in a PCaaS quote prior to ordering and obligating funding for a PCaaS usage agreement (“Usage Agreement”).

1. Base Rates in the GSA PCaaS Terms and Conditions are indexed to Treasury constant maturities as quoted in the Federal Statistical Release H.15 (519) as of the preceding date closest to the date of the PCaaS Quote.

2. This PCaaS quote is valid for thirty (30) days from the date of the PCaaS Quote. In the event an order is not issued by the Government within such thirty (30) days, Dell reserves the right to re-quote the pricing or extend the original quote in writing. The Delivery Order issued to initiate a Usage Agreement based on this PCaaS Quote must be in compliance with GSA SIN NEW, A PCaaS order issued hereunder is subject to Dell acceptance and/or Dell's credit approval.

3. The Government agrees that early termination of the Usage Agreement is highly unlikely because the acquisition, quantity and use of the involved products are deemed to be essential to its operations and will complete an Essential Use Certificate to that effect if required by Dell or the Usage Payee. Further, the Government reasonably believes that funds in an amount sufficient to make all payments during the Usage Term can be obtained and agrees to take all reasonable positive action to obtain and maintain such funds. This proposed Usage Agreement is subject to Credit Approval by the Usage Payee's Credit Review Committee. Except for any maintenance-responsibilities included in the Usage Agreement, the Government agrees that, by accepting the Usage Agreement and providing the product for the Government’s use, Dell has fully performed its obligation under the Usage Agreement.

4. Termination for Convenience of the Government: Usage Agreements entered into under this option may not be terminated except by the ordering activities’ contracting officer responsible for the delivery order in accordance with FAR 52.212-4, Contract Terms and Conditions-Commercial Items, paragraph (l), Termination for Convenience of the Government. In the event of a Termination for Convenience of the Government, the Government will promptly pay the Usage Payee, or its assignee, the following: i) the sum of the current fiscal year's payment obligations, including any applicable taxes, less any payments made to the date of termination; plus ii) the Termination Ceiling, which will be the present value of the remaining Usage Agreement Payments over the PCaaS Term discounted at the like-term Treasury yield % used to calculate the periodic Payments, interpolated to the number of months remaining in the Usage Agreement term (“Term”), plus any unpaid taxes or other charges then due.

5. Notwithstanding the provisions of SIN NEW, the PCaaS Usage Agreement does not automatically contemplate a purchase option at the end of the Term. Any purchase option will be mutually agreed to by the parties at the end of Term, based on the Government having made all outstanding payments due and owing under the Usage Agreement through the end of the Term and by paying to Usage Payee the then current Fair Market Value of the products. The Government understands that it accrues no equity or partial ownership to the products by virtue of PCaaS Payments paid hereunder. The Fair Market Value shall be determined by Dell, or its assignee, on the basis of and shall be the in-place value which would be obtained in an arm's length transaction between 059da_dell(fed)_2020-05_gsa_mas_AFSSPL_v1 Page | 72
an informed and willing buyer and an informed and willing seller under no compulsion by either party to perform the transaction.

6. Dell, or its assignee, the Usage Payee will invoice, and the Government agrees to pay such periodic PCaaS Payments in accordance with the Payment Schedule incorporated in your PCaaS Quote, prior to the beginning of the period for which the charges accrue. For Prompt Payment Act provisions, all invoices are due upon receipt of invoice, and are payable not later than the payment due date listed on the invoice or the 30th day from the start of the payment period in accordance with the Prompt Payment Act provisions 5 CFR Part 1315.4g and FAR 52.232-25. Prompt Payment Act (1315.10) interest penalties shall apply for all payments not made in accordance with this clause.

7. Products may only be terminated at the Delivery Order level in accordance with the termination provisions set forth in SIN NEW. In the event the Government exercises its right to terminate a Usage Agreement under SIN NEW, the Government shall be required to return all the products included in the Delivery Order to Contractor in accordance with the return provisions set forth therein. Any purchase option is available to the Government only upon satisfaction of all payment obligations for the full Usage Agreement’s Term and is not applicable to a termination prior to the end of the Term.

8. It is the Government's intent to exercise each renewal option and to extend the Usage Agreement until completion of the Term provided the needs of the Government for the products or functionally similar products continue to exist. Accordingly, the Government shall not replace the products under this delivery order with functionally similar products during the Term specified in the delivery order. For purposes of this clause, replacement includes reverting to the means by which the Government met the bona fide functional need before the Government issued the PCaaS Order.

9. In the event the Government is of the opinion that any charges or credits on an invoice are not billed properly, the Government will promptly pay the portion of the invoice not in question and immediately provide Dell, or its assignee, the Usage Payee with detailed written notice of the items in question.

10. To the extent permitted by the Agency, Federal Acquisition Regulation ("FAR") supplement of the ordering activity, FAR Clause 52.232-23, Assignment of Claims, Alternate I, is hereby incorporated by reference. Payments to an Assignee of any amounts due or to become due under this lease, shall not, to the extent specified in the Act, be subject to reduction or setoff.

11. Purchase Option - In the event the Government wishes to buy out the products at any time, during or at the end of the Term, the Government will be required to pay a lump sum amount equal to the present value of all outstanding PCaaS Payments discounted at the rate of Treasury Constant Maturities as published in the Federal Reserve statistical release H.15 in effect at the time of the original order, interpolated to the number of months remaining in the Term, plus the Fair Market Value purchase price, and any unpaid taxes or other charges then due. The election to purchase at the end of the Term shall require purchase of all of the products included in the Delivery Order. The end of Term option elected by the Government shall be the same for all of the products included in the Delivery Order.

12. Form of Payment: The Government will pay Dell, or its assignees, by Electronic Funds Transfer (EFT), wire or check. No credit cards will be allowed as a form of payment under this Usage Agreement.

13. Acceptance: Acceptance shall occur on the first day after delivery of the product to the Government.

14. Risk of Loss: The Government assumes and shall bear the entire risk of loss and damage, whether or not insured against, to the products from any and every cause whatsoever from the date the products are delivered to the Government's ship to location until the products are either returned to the Contractor's designated return location or purchased by the Government, except for any loss or injury resulting from the negligence or fault of Contractor. No loss or damage to the products or any part thereof shall impair any obligation of the Government under the relevant Order, including but not limited to the Government's obligation to make payments under such Order, which obligations shall continue in full force and effect. In the event of loss or damage of any kind to any 059da_dell(fed)_2020-05_gsa_mas_AFSSPL_v1 Page | 73
products, the Government, at the Government's option, shall: (i) Place the same in good repair, condition and working order to the satisfaction of Contractor within 90 days of such loss or damage; or (ii) Pay Contractor the amount equivalent to the Purchase Option price calculated as described in Paragraph 11 above.

15. Title: During the Term, products shall always remain the property of the Contractor. The Government shall have no property right or interest in the products except as provided herein and shall hold the products subject and subordinate to the rights of the Contractor. Software and software licenses shall be deemed personal property. The Government shall have no right or interest in the software and related documentation except as provided in the license and the Usage Agreement. Upon the Commencement Date of the Usage Agreement Term, the Government shall have an encumbered license to use the software for the Term. The Government’s encumbered license rights in the software will be subject to the same rights as provided to a purchaser of a license under the terms of this contract except that the Government will not have an unencumbered, paid -up license until it has paid the applicable purchase option price.

Unless otherwise agreed to in writing by the parties, the above supplements Dell’s GSA SIN NEW and apply to any PCaaS Usage Agreement entered into by the parties.
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APPENDIX F

DELL BRANDED AND DELL EMC BRANDED COMMERCIAL AND PUBLIC SECTOR WARRANTIES 059da_dell(fed)_2020-05_gsa_mas_AFSSPL_v1 Page | 75

APPENDIX G

SUPPLEMENTARY TERMS FOR INFRASTRUCTURE PRODUCTS
These Supplementary Terms for Infrastructure Products (“Supplementary Terms”) apply specifically to the Ordering Office (“Customer” or “you”) purchase of Infrastructure Products (as defined below) from Dell Marketing L.P. (“Dell”). If there is a conflict between these Supplementary Terms and the Contract regard ing Infrastructure Products, these Supplementary Terms shall prevail.

1. DEFINITIONS
Unless otherwise expressly defined herein, all capitalized terms used in these Supplementary Terms shall have the meanings ascribed to them in the Contract. The definitions below shall also apply to the purchase and sale of Infrastructure Products.
a. “Customer Support Tools” means any software or other tools which Dell makes available to you enable certain service features of Infrastructure Products (as applicable) and to enable you to perform various selfmaintenance activities. b. “Dell Service Area” means the area that is within: (i) one hundred drivable miles of a Dell service location for Infrastructure Products; and (ii) the same country as the Dell service location. c. “Delivery” for Equipment occurs when Dell provides the Equipment to a carrier at Dell’s designated point of shipment. “Delivery” for Software occurs when Dell provides physical media to a Dell-designated carrier at Dell’s designated point of shipment or the date Dell notifies you that Software is available for electronic download. d. “Documentation” means Dell’s then-current, generally available user manuals and online help for Infrastructure Products.
e. “Equipment” means “Dell”, “EMC”, or “Dell EMC”-branded hardware that Dell provides under these Supplementary Terms.
f. “Independent Software” means “Dell”, “EMC” or “Dell EMC”-branded software that can operate on hardware other than Equipment.
g. “Infrastructure Products” means Equipment that comprises data storage and converged function data management products and their related Software, including but not limited to PowerMAX/VMAX, Unity, SC, Vblock, VxBlock, VxRack, VxRail, Data Domain DD3300, and IDPA DP4400 Products and Independent Software (e.g., backup and recovery software). Certain Infrastructure Products (including Vblock, VxBlock and VxRack) contain components that are subject to Cisco Systems, Inc. (“Cisco”) terms and conditions, and your purchase of such Infrastructure Products with Cisco components are subject to additional terms and conditions which you must agree to in writing before you may purchase such Infrastructure Products under this Contract. h. “Installation Site” means the ship-to address or other location identified on Dell’s quote or order confirmation or other Dell-prepared document as the Infrastructure Product site of installation, use, or both. i. “Maintenance Aids” mean any hardware, software or other tools, other than Customer Support Tools, that Dell uses to perform diagnostic or remedial activities on Products. j. “Product Notice” means the information related to Products and Services posted at a Dell or EMC website at the time of the Dell quote, currently located at http://www.EMC.com/products/warranty_maintenance/index.jsp. To locate the applicable information related to the SC Series Products, please see the applicable service description listed at 059da_dell(fed)_2020-05_gsa_mas_AFSSPL_v1 Page | 76
www.dell.com/servicecontracts/global. The Product Notice informs you of Infrastructure Product-specific use rights and restrictions, unit of measure (if any), warranty periods, warranty upgrades and Support Services terms.

The Product Notice in effect as of the date of Dell’s quote will apply to Infrastructure Products, and is deemed incorporated into that quote and related purchase order by this reference. Upon request, Dell will provide a copy of the applicable Product Notice or attach it to the relevant quote. k. “Service Agreements” means service contracts, including service descriptions available at www.dell.com/servicecontracts/global, service briefs, statements of work, services specifications and any other similar mutually agreed documents.
l. “Software” means “Dell”, “EMC” or “Dell EMC”-branded generally available application, microcode, firmware and operating system software in object code format that is licensed by Dell or EMC. m. “Software Release” means any subsequent, generally available version of Software or Independent Software provided after initial Delivery of such software, but does not mean a new product. n. “Support Services” when used in these Supplementary Terms and applied to Infrastructure Products means the Services identified on the table located at http://www.emc.com/collateral/warranty-maintenance/h4276 - emc-prod-warranty-maint-table.pdf. Support Services for SC Series Products are stated at http://www.dell.com/learn/us/en/uscorp1/campaigns/global-commercial-service-contracts?c=us&l=en&s=corp. o. “Labor Hour Service” means any maintenance or support service that Dell provides but is not part of fixed-fee Support Services or other Dell generally available service-related offering using a pre-established fee.

Dell charges separately for Labor Hour Services on an hourly rate based upon its approved Contract labor rates basis consistent with the Contract’s provisions.

2. INSTALLATION
You must ensure that: (i) the Installation Site meets the specifications for Infrastructure Products including, without limitation, the Equipment’s specifications for power and cooling; (ii) the surfaces over which the Equipment will travel at Customer’s location between the carrier delivery point and the final location at the Installation Site meet the weight specifications for the Equipment; and (c) Dell has the contact information for a responsible single point of contact at the Installation Site.

3. SUPPORT SERVICES
Dell will provide Support Services to you subject to your compliance with the provisions of these Supplementary Terms and the Agreement.
a. Scope. The contents of Support Services for each Infrastructure Product (the “Support Option”) are set forth in the Product Notice or the Service Agreements, and unless otherwise indicated in the Product Notice or Service Agreements, consist of: (i) using commercially reasonable efforts to remedy failures of Infrastruct ure Products to perform substantially in accordance with Dell’s applicable Documentation; (ii) providing Englishlanguage (or, where available, local language) help line service via telephone or other electronic means; and (iii) enabling you to download Software Releases and Documentation updates that Dell makes generally available at no additional charge to other purchasers of Support Services for the applicable Infrastructure Product. Dell reserves the right to change the scope of Support Services for Inf rastructure Products on sixty days’ prior written notice.
b. Additional Support. Dell reserves the right to charge for Support Services performed outside the time frames of the applicable Support Option as a Labor Hour Service. Except to the extent that Supp ort Services are independent of the Equipment’s location, Dell will have no obligation to provide Support Services for Infrastructure Products with respect to Equipment that is outside the Dell Service Area. Support Services do not apply to any Software other than the current and the immediately prior Software Release. Support Services are subject to Dell’s then-current “End-of-Service-Life” policy for the respective Infrastructure Product, if applicable. Dell will have no obligation to provide Support Services for Software and problems that cannot be reproduced at Dell’s facility 059da_dell(fed)_2020-05_gsa_mas_AFSSPL_v1 Page | 77
or via remote access to Customer’s facility. Support Services do not include the supply of Equipment upgrades, if any, needed to utilize new features or functionality in a Software Release. c. Exclusions. Support Services do not cover a problem that would have been excluded from coverage pursuant to section 8.d (“Warranty Exclusions”) had the problem arisen during the warranty period of the affected Infrastructure Product.
d. Reinstatement of Support. You may request that Dell reinstate Support Services for an Infrastructure Product for which Support Services have lapsed. Dell may do so at its discretion and reinstatement will be subject to a certification at Dell’s then-current Contract labor rates. Once the Infrastructure Product is certified, Support Services will commence when you pay: (i) the charge for the above-described Labor Hour Service; (ii) the amount Dell would have normally charged had Support Services been in effect during the period of the lapse or discontinuation; and (iii) the charge for the next twelve months of the newly -commenced Support Services.

4. SOFTWARE
Software is subject to the manufacturer’s license terms. Some products are provided with a “clickwrap” agreement included as part of the installation and/or download process, or a “shrinkwrap” agreement included in the packaging for the product. For Infrastructure Products, the terms of the EMC Corporation end user license agreement approved by GSA and listed on GSA’s Approved IT Schedule 70 Agreements dated 4/1/2019 shall apply. With regard to third-party licenses, if any, upon request of the Contracting Officer the terms of such third - party clickwrap or shrinkwrap agreement shall be provided to the Contracting Officer.

5. YOUR RESPONSIBILITIES
a. Cooperation. You will: (i) promptly notify Dell when an Infrastructure Product fails and provide Dell with sufficient details so that Dell can reproduce the failure; (ii) allow Dell remote and on-site (when deemed necessary) access to the Infrastructure Product to provide Support Services; and (iii) furnish necessary facilities (which for on-site access means suitable work space, computers, power, light, phone, internet network availability, software, and equipment reasonably required by Dell), information, and assistance required to provide Support Services.

Customer will provide Dell with timely access to and use of all Customer proprietary and third party equipment, software and systems required for Dell to perform its obligations under these terms. With respect to all third party hardware or software operated by or on behalf of Customer, Customer warrants that it shall, at no expense to Dell, obtain all consents, licenses and sublicenses necessary for Dell to perform under the Service Agreement(s) and shall pay any fees or other costs associated with obtaining such consents, licenses and sublicenses. b. Support Contacts. Unless a specific number of authorized contacts are indicated on the Product Notice or the applicable Service Agreement(s) requires that the Customer be in physical possession of the Equipment at the time a support request is submitted, Customer will designate in writing a reasonable number of authorized contacts, as determined by the parties, who will initially report problems and receive Support Services from Dell.

Each Customer representative will be familiar with Customer’s requirements and will have the expertise and capabilities necessary to permit Dell to fulfill its obligations. Customer will provide changes to authorized support contacts to Dell in writing.

6. ADDITIONAL SUPPORT SERVICES TERMS
a. Maintenance Aids and Spare Parts for Equipment. You authorize Dell to store Maintenance Aids and spare parts at the Installation Site and agree that these items are only for Dell’s use. You will not authori ze any third party to use these items. Dell is authorized, upon the conclusion of the Support Services or at any other time, upon reasonable notice to you, to enter the Installation Site, or to use remote means to remove or disable Maintenance Aids and spare parts, as applicable. You will reasonably cooperate in this effort. b. Customer Support Tools. Dell may choose to make Customer Support Tools available to assist you in performing various maintenance or support related tasks. You may use Customer Support Tools only in accordance with terms under which Dell makes them available. 059da_dell(fed)_2020-05_gsa_mas_AFSSPL_v1 Page | 78
c. Service Data. In connection with the performance and use of the Support Services, and Dell’s remote support capabilities detailed in section 6.h (“Remote Support Capability”) below, Dell may obtain and receive, data or information, including Infrastructure Product-specific, service-related data such as Infrastructure Product diagnostics, configurations, usage characteristics, performance data, and deployment location (collectively, “Service Data”). You explicitly consent to Dell’s collection, storage and use of this Service Data. You acknowledge and agree that Dell will: (i) use, compile, display, store, process, reproduce, or create reporting and other services - related materials from the Service Data solely to provide the Support Services, including remotely accessing Infrastructure Products to install, maintain, monitor, support, receive alerts and notifications from and change certain internal system parameters of Infrastructure Products in Customer’s environment in fulfillment of Dell’s Support Services obligations; (ii) provide Customer with visibility to Customer’s actual Infrastructure Product usage and consumption patterns and make recommendations to Customer regarding improvements to Customer’s environment and utilization of the Services; (iii) utilize the Service Data in connection with predictive analytics and usage intelligence to consult with and assist Customer to optimize Customer’s future planning activities and requirements; (iv) aggregate and use the Service Data in an anonymous manner with that of others in the development and improvement of future products; and (v) copy and maintain the Service Data on Dell’s systems as necessary to provide the Support Services. Dell agrees that the Service Data is subject to the confidentiality provisions in the Agreement.
d. Data Security Options. You must, at your own cost, permanently erase all information, including without limitation all personally identifiable, confidential, and any other protected or sensitive information placed on Infrastructure Products before returning them to Dell for trade-in, repair, or disposal. You must use a method that does not cause damage to the Infrastructure Products or any replaced parts or any ot her items that Customer provides to Dell for repair, trade-in, or disposal. Dell offers data erasure services and Dell will provide the descriptions and charges associated with Dell's then current data erasure services upon request. You agree that Dell has no responsibility for any information that you fail to erase that is on items sent to Dell. e. Proactive Product Changes. Dell may, at its expense, implement changes to the Infrastructure Products upon reasonable notice to you: (i) when the changes do not adversely affect interchangeability or performance of the Infrastructure Products; (ii) when Dell reasonably believes the changes are required for purposes of safety or reliability; or (iii) when Dell is required by law to do so. You will give Dell reasonab le access to the Infrastructure Products for these purposes.
f. Software Releases. When Customer begins using a Software Release for a particular Infrastructure Product, Customer must remove and make no further use of all prior Software Releases for that Infrastructure Product, and protect the prior Software Releases from disclosure or use by any third party. Customer is authorized to retain a copy of each Software Release that the Customer properly obtains for archive purposes and use them as a temporary back-up if the current Software Release becomes inoperable. Customer will use and deploy Software Releases only in accordance with terms of the original license for Software. g. Change of Equipment Location or Configuration. Customer may change the Installation Site or configuration of Equipment under Support Services only after written notice to Dell, and subject to the terms and conditions in this section 6.7. If the new location is in a different country, the move is subject to Dell’s prior written approval and additional fees may apply. Customer must promptly notify Dell of any changes to the configuration, or movement of the Equipment by anyone other than Dell. To determine if the Infrastructure Products remain eligible for Support Services, Dell reserves the right to inspect and evaluate the changes in configuration or location of the affected Equipment, and to re-certify the Equipment at Dell’s then current Labor Hour rates.

Additional charges, if any, related to changes in configuration or location of the Equipment will apply from the date the change took place.
h. Remote Support Capability. As part of Support Services, Dell makes various remote support capabilities available for certain products in accordance with its then-current policies and procedures. Dell’s warranty and Support Services fees are based on the availability and use of the remote support capabilities. Customer may elect not to activate or to disable remote support capabilities, but must notify Dell of this election without undue delay. If you choose to disable or to not activate the remote support capabilities, then, with regard to all products 059da_dell(fed)_2020-05_gsa_mas_AFSSPL_v1 Page | 79
affected by this choice: (i) Dell may assess you a surcharge in accordance with Dell’s then-current standard rates; and (ii) agreed response times or other agreed service levels (if any) will no longer apply. i. Alterations and Attachments to Infrastructure Products. Dell does not restrict Customer from making alterations to, or installing other products in or with the Equipment at Customer’s own ex pense; provided that Customer is responsible for any inspection fees, additional charges, or both, resulting from such activities. If the alterations or attachments prevent or hinder Dell from performing Support Services, then you shall, upon Dell's request, take corrective action. Your failure to take appropriate corrective action shall be deemed a breach of this Agreement.
j. Transfer to Secondary Purchasers. If Customer decides to sell, assign, or otherwise transfer the use, ownership, or both, of Equipment to a “Secondary Purchaser” (meaning a bona fide end-user that (1) is not considered, in Dell’s reasonable discretion, to be a Dell competitor and (2) has not had prior disputes with Dell), to the extent Dell resources reasonably permit, Dell will make available to you, as a Labor Hour Service, deinstallation services. In addition, and to the extent Dell resources reasonably permit, Dell will make available directly or indirectly to the Secondary Purchaser: (a) Equipment installation and re-certification services as a Labor Hour Service; and (b) Support Services for Equipment that Dell has determined and notified the Secondary Purchaser meets Dell’s certification criteria upon receipt of payment of Dell’s then current Support Services fees.

A Secondary Purchaser of Infrastructure Products must obtain, directly or indirectly, the appropriate Software license from Dell and pay any applicable Software license fees. k. Software Support Services affected by Change in Equipment Status. For Software used on or operated in connection with Equipment that ceases to be covered by Support Services or the Dell Equipment warranty, Dell reserves the right to send you a written notice that Dell has either chosen to discontinue or change the price for Support Services for the Software (with the price change effective as of the date the applicable Equipment ceases to be covered). If Dell sends a discontinuation notice, or if you reject or do not respond to the notice of a proposed price change within thirty days after receipt, you will be deemed to have terminated the Software Support Services for convenience and the terms of section 7.3 below will apply. l. Third Party Products Provided to Dell. If you provide or make available third party products, including any intellectual property developed by you, for Dell to use in connection with Services, you will: (a) authorize Dell to use the third party products as needed to provide the Support Services; (b) warrant that you have all consents, licenses, and sublicense rights as may be necessary to make these third party products available to Dell; and (c) agree that Dell is are not liable to you if Dell’s authorized use causes warranties or other services contracts for these third party products to become void.
m. Pricing. The fee for Support Services for Infrastructure Products will be as set forth on the applicable Dell quote or order confirmation. Additions to the Products as specified in the relevant Dell quote or order confirmation may result in additional Support Services fees. Dell will charge and invoice for Labor Hour Service in accordance with terms governing each service engagement.

7. TERM AND TERMINATION
a. Software Support Services Term. Independent Software or Software related Support Services that are ordered at the same time as the license for such Independent Software or Software shall commence on the date of shipment of the physical media or electronic availability of the Software and continue for the period specified on the Dell quote or order confirmation. Renewals of such Support Services shall commence and expire in accordance with the dates on the applicable Dell quote or order confirmation. b. Equipment Support Services Term. Support Services (including Support Option upgrades, if applicable) for Equipment are provided during the Equipment warranty period set out in the relevant Product Notice or stated in a Dell quote or order confirmation. Renewals of such Support Services shall commence and expire in accordance with the dates on the applicable Dell quote or order confirmation. Support Services for hardware 059da_dell(fed)_2020-05_gsa_mas_AFSSPL_v1 Page | 80
upgrades installed into Equipment are coterminous with the Support Services that are then in effect for the Equipment into which such upgrades are installed.
c. Termination. These Supplementary Terms may be (i) terminated for cause pursuant to FAR 52.212- 4(m) or (ii) for convenience pursuant to FAR 52.212-4(l).

8. INFRASTRUCTURE PRODUCT WARRANTIES, EXCLUSIONS, AND DISCLAIMERS The following warranties and warranty exclusions and disclaimers apply for Infrastructure Products.

a. Equipment and Software Media Warranty. Unless stated otherwise in the Product Notice, Dell warrants that: (i) the Equipment and upgrades installed into that Equipment, when purchased from Dell and operated with normal usage and regular recommended service; and (ii) any physical media for Software, will be free from material defects in materials and workmanship, and will perform substantially in accordance with the applicable Documentation until the expiration of the warranty period stated in the Product Notice or, for SC Series Products, stated in the Dell quote or confirmation. Unless otherwise noted on the Product Notice or the Dell quote or order confirmation, the warranty coverage for the microcode, firmware and operating system software that enables Equipment to perform as described in its Documentation will be no less than that which applies to the applicable Equipment. To the extent specified on the Product Notice and unless stated otherwise in the Dell quote or order confirmation, Support Services in the form of the Support Option noted on the Product Notice are included free of charge during the warranty period for Equipment. In some cases, Dell may offer an upgrade option for Support Services during the Equipment warranty period for separate purchase. a) Equipment Warranty Duration. The warranty period for Equipment is stated on the Product Notice unless the Dell quote or order confirmation provides a different warranty period. The Equipment warranty commences upon Delivery. Upgrades to Equipment are warranted in the same manner as the Equipment in which the upgrades are installed from Delivery of the upgrade until the end of the warranty period for the Equipment into which the upgrades are installed. b) Software Media Warranty Duration. The warranty for any physical media for Software and Independent Software is ninety days and commences upon Delivery. c) Equipment and Software Media Warranty Remedies. If Customer notifies Dell of a warranty claim during the applicable warranty period, then Dell will, at its option, either remedy the non-compliance or replace the affected Equipment with new or refurbished parts at Dell’s discretion or applicable Software or Independent Software media. If Dell is unable to repair or replace the affected Equipment or media within a reasonable time, then Customer will return the Equipment or media to Dell, and Dell will provide to Customer a refund of the amount Dell received for the affected Equipment or media as depreciated on a straight line basis over a five year period. You must return to Dell the applicable defective Equipment or media, or portions of those items, and those items become Dell’s property. If Customer receives a replacement but does not return the defective item to Dell, then Customer must pay Dell’s then-current spare parts price for the replacement item. Dell has no liability under these warranty terms for defects in Equipment and media after expiration of the applicable warranty period. This subsection 8.1(C) states Dell’s entire liability and Customer’s exclusive remedies under warranties for the Equipment and Software and Independent Software media described in section 8.1. b. Independent Software Warranty, Duration, and Remedy. Dell warrants that the Independent Software will, for ninety days following Delivery (“Independent Software Warranty Period”), substantially conform to the applicable Documentation. This limited warranty is not transferable. Customer must report errors to Dell during the Independent Software Warranty Period to invoke this warranty. In response to Customer’s error notice, Dell will, at its own expense, either replace that Independent Software or correct any reproducible error. If Dell determines that it is reasonably unable to correct the error or replace the Independent Software, Dell will refund to you the amount you have paid for that Independent Software, and Customer’s license for that Independent Software will terminate. This section 8.2 states Dell’s sole obligation and your exclusive remedy under the Independent Software warranty. This disclaimer of warranty may not be valid in some jurisdictions, and Customer 059da_dell(fed)_2020-05_gsa_mas_AFSSPL_v1 Page | 81
may have warranty rights under law which may not be waived or disclaimed. Any law-based warranty extends only for thirty days from the date of Delivery (unless local law provides a different duration). c. Infrastructure Product Support Services Warranty and Remedy. Dell will perform the labor portion of Support Services for Infrastructure Products in a workmanlike manner in accordance with g enerally accepted industry standards. Customer will notify Dell of any failure to perform as soon as reasonably possible, and in no event more than ten (10) days after the date on which such failure first occurs. A replacement part receives the remainder of the warranty or Support Services coverage applicable to the Infrastructure Product containing the replacement part. Customer’s exclusive remedy and Dell’s entire liability to Customer for Infrastructure Product Support Services shall be for Dell to, at its option, (1) use reasonable efforts to (a) re-perform the deficient labor services within a reasonable time, or (b) replace any replacement parts which become defective during the remainder of the warranty or Support Services coverage applicable to the Product containing the replacement part, or sixty (60) days after installation thereof, whichever occurs later; and (2) if, after reasonable efforts, Dell is not able to correct such deficiencies, then Customer may terminate in accordance with section 7.c above. d. Warranty Exclusions. The warranties in this section 8 do not cover problems that arise from (i) accident or neglect by Customer or any third party; (ii) any third party items or services with which the Infrastructure Product is used or other causes beyond Dell’s control; (iii) installation, operation or use not in accordance with Dell’s instructions or the applicable Documentation; (iv) use in an environment, in a manner or for a purpose for whic h the Infrastructure Product was not designed; (v) modification, alteration or repair by anyone other than Dell or its authorized representatives; or (vi) in case of Equipment only, causes attributable to normal wear and tear. Dell has no obligation whatsoever for (1) Software or Independent Software installed or used beyond the licensed use, (2) Equipment which was moved from the Installation Site without Dell’s consent, (3) Infrastructure Product whose original identification marks have been altered or removed, or (4) any Software or Independent Software for which payment has not been received. Infrastructure Products and Dell Services are not fault-tolerant and are not designed or intended for use in hazardous environments requiring fail-safe performance, such as any application in which the failure of the Infrastructure Products or Dell Services could lead directly to death, personal injury, or physical or property damage (collectively, “High-Risk Activities”). Dell expressly disclaims any express or implied warranty of fitness for High-Risk Activities.
e. Warranty Disclaimer. Other than the warranties set forth in this section 8, and to the maximum extent permitted by applicable law, Dell and its affiliates, and their providers/suppliers: (i) make no o ther express warranties; (ii) disclaim all implied warranties, including merchantability, fitness for a particular purpose, title and non-infringement; and (iii) disclaim any warranty arising by statute, operation of law, course of dealing or performance or usage of trade.

9. EQUIPMENT REPLACEMENTS
All replaced Equipment (or portions of Equipment) from any Infrastructure Products will become Dell’s property upon Customer’s receipt of the corresponding replacement. Customer must return the replaced Equipment (or portions of Equipment) promptly upon Supplier's request. If Customer does not return the replaced Equipment or replaced portions within fifteen days after receipt of Supplier’s request, then Customer must pay Supplier’s thencurrent spar SERIAL 16154 RFP MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL

SUPPLIES, AND RELATED PRODUCTS AND SERVICES
(U.S. Communities) Contract - Home Depot U.S.A., Inc.

DATE OF LAST REVISION: November 21, 2019 CONTRACT END DATE: December 31, 2026 CONTRACT PERIOD THROUGH DECEMBER 31, 2021 2026
TO: All Departments
FROM: Office of Procurement Services
SUBJECT: Contract for MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL

SUPPLIES, AND RELATED PRODUCTS AND SERVICES
Attached to this letter is published an effective purchasing contract for products and/or services to be supplied to Maricopa County activities as awarded by Maricopa County on January 11, 2017 (Eff. 02/01/17).

All purchases of products and/or services listed on the attached pages of this letter are to be obtained from the vendor holding the contract. Individuals are responsible to the vendor for purchases made outside of contracts.

The contract period is indicated above.

SA/mm
Attach
Copy to: Office of Procurement Services
Erick Blue, Facilities Management
Beth Cressman, Facilities Management

ATTACHMENT E

CONTRACT PURSUANT TO RFP
SERIAL 16154-RFP
This Contract is entered into this 11th day of January, 2017 by and between Maricopa County (“County”), a political subdivision of the State of Arizona, and Home Depot U.S.A., Inc., a Delaware corporation (“Contractor”) for the purchase of Maintenance Repair and Operating Supplies and Services.

1.0 CONTRACT TERM:

1.1 This Contract is for a term of Five (5) years, beginning on the 1st day of February, 2017 and ending the 31st day of December, 2021 2026.

1.2 The County may, at its option and with the agreement of the Contractor, renew the term of this Contract for additional terms up to a maximum of five (5) additional years, (or at the County’s sole discretion, extend the contract on a month-to-month bases for a maximum of six (6) months after expiration). The County shall notify the Contractor in writing of its intent to extend the Contract term at least sixty (60) calendar days prior to the expiration of the original contract term, or any additional term thereafter.

1.3 CONTRACT COMPLETION:

The Contractor shall make all reasonable efforts for an orderly transition of its duties and responsibilities to another provider and/or to the County. This may include, but is not limited to preparation of a transition plan and cooperation with the County or other providers in the transition. The transition includes the transfer of all records, and other data in the possession, custody or control of Contractor required to be provided to the County either by the terms of this agreement or as a matter of law. The provisions of this clause shall survive the expiration or termination of this agreement

2.0 FEE ADJUSTMENTS:

2.1 Any request for a fee or rebate offering adjustment must be submitted sixty (60) days prior to the current Contract expiration. Requests for adjustment in cost of labor and/or materials not identified in the awarded proposal must be supported by appropriate documentation. If County agrees to the adjusted fee or rebate offering, County shall issue written approval of the change.

The reasonableness of the request will be determined by comparing the request with the (Consumer Price Index) or by performing a market survey if the offering was awarded on a fixed price basis.

3.0 PAYMENTS:

3.1 As consideration for performance of the duties described herein, County shall pay Contractor the prices based on the discounts stated in Exhibit “A.” or Task Order.

3.2 For non-procurement card transactions, Payment shall be made upon the County’s receipt of a properly completed invoice.

SERIAL 16154-RFP

3.3 INVOICES (NON-PROCUREMENT CARD TRANSACTIONS):

3.3.1 The Contractor shall submit one (1) legible copy of their detailed invoice before payment(s) can be made. Incomplete invoices will not be processed. At a minimum, the invoice must provide access to the following information:
• Company name, address and contact
• County bill-to name and contact information
• Contract Serial Number or
• County purchase order number
• Invoice number and date
• Payment terms
• Date of service or delivery
• Quantity (number of days or weeks)
• Contract Item number(s)
• Description of Purchase (product or services)
• Pricing per unit of purchase
• Freight (if applicable)
• Extended price
• Mileage w/rate (if applicable)
• Arrival and completion time (if applicable)
• Total Amount Due

3.3.2 Problems regarding billing or invoicing shall be directed to the using agency as listed on the Purchase Order.

3.3.3 Payment shall be made to the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Vendor Registration Form located on the County Department of Finance Vendor Registration Web Site (http://www.maricopa.gov/Finance/Vendors.aspx).

3.3.4 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County (ROI).

3.3.5 EFT payments to the routing and account numbers designated by the Contractor will include the details on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details.

3.3.6 Invoices are required to contain access to the following information: (Maricopa County Facilities Management)
• Company name, address and contact
• County bill-to name and contact information
• Building Name and Building Number
• Contract Serial Number or
• County purchase order number
• Maximo (FMD) service call number
• Invoice number and date
• Date of service or delivery
• Description of Purchase (services performed)
• Pricing per unit of purchase
• Extended price
• Arrival and completion time
• Total Amount Due
SERIAL 16154-RFP

3.3.7 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County (ROI).

3.3.8 Problems regarding billing or invoicing shall be directed to the using agency as listed on the Purchase Order.

3.3.9 Payment shall be made to the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Vendor Registration Form located on the County Department of Finance Vendor Registration Web Site (http://www.maricopa.gov/Finance/Vendors.aspx).

3.3.10 EFT payments to the routing and account numbers designated by the Contractor will include the details on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details.

3.4 PAYMENT RETENTION: (By Task Order/Project if required)

3.4.1 Ten percent (10%) of monies paid for Project Management and Project Labor earned by CONTRACTOR related to work under this agreement may be retained by COUNTY until Final Completion of the services if mutually agreed to for a specific project.

COUNTY may elect to release specific retention payments based on mutually agreed milestones, but in no case shall retention be released prior to Final Completion. All other payment terms and conditions shall not be affected by the retention. In the event of termination or cancellation of this contract by County through no fault of CONTRACTOR, CONTRACTOR shall be entitled to the refund of any funds in the retention account.

3.4.2 The CONTRACTOR shall have the right, pursuant to Arizona Revised Statues, to submit securities in lieu of retention for all work completed. The CONTRACTOR is required to request this option at least ten (10) business days prior to submission of first Application for Payment to allow time for preparation of forms. The CONTRACTOR shall request and obtain securities forms through COUNTY. The COUNTY must identify either securities option or retention option prior to first Application for Payment.

3.5 APPLICABLE TAXES:

3.5.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any installation labor on items that are not attached to real property performed by Contractor under the terms of this Contract, the installation labor cost and the gross receipts for materials provided shall be listed separately on the Contractor’s invoices.

3.5.2 State and Local Transaction Privilege Taxes: Maricopa County is subject to all applicable state and local transaction privilege taxes. To the extent any state and local transaction privilege taxes apply to sales made under the terms of this contract it is the responsibility of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of authority.

3.5.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state, and local taxes applicable to its operation and any persons employed by the Contractor.

Contractor shall, and require all subcontractors to hold Maricopa County harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or state and local laws and regulations and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security and Worker’s Compensation.

SERIAL 16154-RFP

3.6 TAX: (SERVICES)
No tax shall be levied against labor. It is the responsibility of the Contractor to determine any and all taxes and include the same in proposal price.

No tax shall be invoiced or paid against Contractor’s labor. It is the responsibility of the Contractor to determine any and all applicable taxes and include the cost in the proposal price.

3.7 TAX (COMMODITIES):

Tax shall not be levied against labor. Sales/use tax will be determined by County. Tax will not be used in determining low price.

Tax shall not be invoiced against Contractor’s labor. Sales/use tax will be determined by County. Tax will not be used in determining low price.

3.8 STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE):

3.8.1 The County is a member of the $AVE cooperative purchasing group. $AVE includes the State of Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts. Under the $AVE Cooperative Purchasing Agreement, and with the concurrence of the successful Respondent under this solicitation, a member of $AVE may access a contract resulting from a solicitation issued by the County. If you do not want to grant such access to a member of $AVE, please so state in your proposal. In the absence of a statement to the contrary, the County will assume that you do wish to grant access to any contract that may result from this Request for Proposal.

3.9 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s)

3.9.1 County currently holds ICPA’s with numerous governmental entities throughout the State of Arizona. These agreements allow those entities, with the approval of the Contractor, to purchase their requirements under the terms and conditions of the County Contract.

Please indicate on Attachment A, your acceptance or rejection regarding such participation of other governmental entities. Your response will not be considered as an evaluation factor in awarding a contract

3.10 VOLUNTARY EMPLOYEE DISCOUNTS

3.10.1 Vendors may voluntarily offer discounts to County employees for products or services provided under this contract. Whether a vendor offers or does not offer an employee discount is not a factor in nor considered in the evaluation of responses to this solicitation.

3.10.2 Any discount offered is part of a commercial transaction between the vendor and individual County employees and the County is not a party to the transaction. Any disputes or issues arising from an individual commercial transaction between the vendor and an individual County employee are a matter between the vendor and the employee.

If a discount is offered, the terms will be announced to County employees.

4.0 AVAILABILITY OF FUNDS:

4.1 The provisions of this Contract relating to payment for services shall become effective when funds assigned for the purpose of compensating the Contractor as herein provided are actually available to County for disbursement. The County shall be the sole judge and authority in determining the availability of funds under this Contract. County shall keep the Contractor fully informed as to the availability of funds.

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4.2 If any action is taken by any state agency, Federal department or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with, this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in connection with, this Contract. In the event of termination, County shall be liable for payment only for services rendered prior to the effective date of the termination, provided that such services are performed in accordance with the provisions of this Contract. County shall give written notice of the effective date of any suspension, amendment, or termination under this Section, at least ten (10) days in advance.

5.0 DUTIES:

5.1 The Contractor shall perform all duties stated in Exhibit “B”, Task Order or as otherwise directed in writing by the Procurement Officer.

6.0 TERMS and CONDITIONS:

6.1 INDEMNIFICATION AND LIMITATION OF LIABILITY:

To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses are not covered and paid by insurance purchased by the Contractor, the Contractor shall defend indemnify and hold harmless the County (as Owner), its agents, representatives, agents, officers, directors, officials, and employees from and against all claims, damages, losses, and expenses (including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from the negligence or willful misconduct relating to the performance of this Contract.

Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives, agents, officers, directors, officials, and employees shall arise in connection with any claim, damage, loss, or expense that is attributable to bodily injury, sickness, disease, death or injury to, impairment of, or destruction of tangible property, including loss of use resulting there from, caused by gross negligence or willful misconduct in the performance of this Contract, but only to the extent caused by the negligent acts or omissions of the Contractor, a subcontractor, any one directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder.

The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph.

The scope of this indemnification does not extend to the sole negligence of County.

CONTRACTOR WILL NOT BE LIABLE TO COUNTY FOR CONSEQUENTIAL DAMAGES,

INCLUDING, WITHOUT LIMITATION, ANY INDIRECT, INCIDENTAL, SPECIAL,

PUNITIVE, LIQUIDATED, EXEMPLARY, MORAL, OR CONSEQUENTIAL DAMAGES,

EXPENSES, COST, PROFITS, LOST SAVINGS OR EARNINGS, LOST OR CORRUPTED DATA, OR OTHER LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT.

6.2 INSURANCE.

6.2.1 Contractor, at Contractor’s own expense, shall purchase and maintain the herein stipulated minimum insurance from a company or companies duly licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or companies, which are authorized to do business in the State of Arizona, provided that said insurance companies meet the approval of County. The form of any insurance policies and forms must be acceptable to County.

6.2.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of the Contract is satisfactorily SERIAL 16154-RFP
completed and formally accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this Contract.

6.2.3 Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it.

6.2.4 Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect the County’s right to coverage afforded under the insurance policies.

6.2.5 The insurance policies may provide coverage that contains deductibles or self-insured retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to County under such policies. Contractor shall be solely responsible for the deductible and/or self-insured retention and County, at its option, may require Contractor to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit.

6.2.6 Notwithstanding anything to the contrary contained herein, CONTRACTOR shall have the right to self-insure part or all of any of the insurance it is required to maintain hereunder in its sole discretion so long as CONTRACTOR maintains a net worth of not less than One Hundred Million ($100,000,000) Dollars. Such net worth shall be documented to COUNTY and COUNTY shall be advised in writing in the event such net worth requirement is not met. In the event that CONTRACTOR elects to self-insure all or any part of any risk that would be insured under the policies and limits described herein, and an event occurs where insurance proceeds would have been available but for the election to self-insure, CONTRACTOR shall make funds available to the same extent that they would have been available had such insurance policy been carried, unless specifically provided to the contrary herein.

6.2.7 The policies required hereunder, except Workers’ Compensation and Errors and Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against County, its agents, representatives, officers, directors, officials and employees for any claims arising out of Contractor’s work or service.

6.2.8 Commercial General Liability.

Commercial General Liability insurance and, if necessary, Commercial Umbrella insurance with a limit of not less than $2,000,000 for each occurrence, $4,000,000 Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit.

The policy shall include coverage for premises liability, bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage, and shall not contain any provisions which would serve to limit third party action over claims. There shall be no endorsement or modifications of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage.

6.2.9 Automobile Liability.

Commercial/Business Automobile Liability insurance and, if necessary, Commercial Umbrella insurance with a combined single limit for bodily injury and property damage of not less than $1,000,000 each occurrence with respect to any of the Contractor’s owned, hired, and non-owned vehicles assigned to or used in performance of the Contractor’s work or services or use or maintenance of the Premises under this Contract.

6.2.10 Workers’ Compensation.

Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction of Contractor’s employees engaged in the performance of the work or services under this Contract; and Employer’s Liability insurance of not less than SERIAL 16154-RFP
$1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit.

Contractor, its contractors and its subcontractors waive all rights against Contract and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the Workers’ Compensation and Employer’s Liability or commercial umbrella liability insurance obtained by Contractor, its contractors and its subcontractors pursuant to this Contract.

6.2.11 Errors and Omissions (Professional Liability) Insurance.

Errors and Omissions (Professional Liability) insurance and, if necessary, Commercial Umbrella insurance, which will insure and provide coverage for errors or omissions or professional liability of the CONTRACTOR, with limits of no less than $2,000,000 for each claim.

6.2.12 Builder’s Risk (Property) Insurance.

CONTRACTOR shall purchase and maintain, on a replacement cost basis, Builders’ Risk insurance and, if necessary, Commercial Umbrella insurance in the amount of the initial Contract amount as well as subsequent modifications thereto for the entire work at the site. Such Builders’ Risk insurance shall be maintained until final payment has been made or until no person or entity other than COUNTY has an insurable interest in the property required to be covered, whichever is earlier. This insurance shall include interests of COUNTY, CONTRACTOR, and all subcontractors and sub‐subcontractors in the work during the life of the Contract and course of construction, and shall continue until the work is completed and accepted by COUNTY. For new construction projects, CONTRACTOR agrees to assume full responsibility for loss or damage to the work being performed and to the structures under construction. For renovation construction projects, CONTRACTOR agrees to assume responsibility for loss or damage to the work being performed at least up to the full Contract amount, unless otherwise required by the Contract documents or amendments thereto. Builders’ Risk insurance shall be on a special form and shall also cover false work and temporary buildings and shall insure against risk of direct physical loss or damage from external causes including debris removal, demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for architect’s service and expenses required as a result of such insured loss and other “soft costs” as required by the Contract. Builders’ Risk insurance must provide coverage from the time any covered property comes under CONTRACTOR’S control and/or responsibility, and continue without interruption during construction, renovation, or installation, including any time during which the covered property is being transported to the construction installation site, and while on the construction or installation site awaiting installation. The policy will provide coverage while the covered premises or any part thereof are occupied. Builders’ Risk insurance shall be primary and any insurance or self‐insurance maintained by the County is not contributory. If the Contract requires testing of equipment or other similar operations, at the option of COUNTY, CONTRACTOR will be responsible for providing property insurance for these exposures under a Boiler Machinery insurance policy or the Builders’ Risk Insurance policy.

6.2.13 Certificates of Insurance.

6.2.13.1 Prior to Contract AWARD, Contractor shall furnish the County with valid and complete certificates of insurance, or formal endorsements as required by the Contract in the form provided by the County, issued by Contractor’s insurer(s), as evidence that policies providing the required coverage, conditions and limits required by this Contract are in full force and effect. Such certificates shall identify this contract number and title. Alternatively the County will accept an insurance industry recognized Memorandum of Insurance
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6.2.13.2 In the event any insurance policy (ies) required by this contract is (are) written on a “claims made” basis, coverage shall extend for two years past completion and acceptance of Contractor’s work or services and as evidenced by annual Certificates of Insurance.

6.2.13.3 If a policy does expire during the life of the Contract, a renewal certificate must be sent to County fifteen (15) days prior to the expiration date.

6.2.14 Cancellation and Expiration Notice.

Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to Maricopa County. Contractor must provide to Maricopa County, within 2 business days of receipt, if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to Maricopa County Office of Procurement Services and shall be mailed or hand delivered to 160 South 4th Avenue 320 West Lincoln Street, Phoenix, AZ 85003, or emailed to Procurement Officer noted in solicitation.

6.3 BOND REQUIREMENT: (If required by an individual Project/Task Order)

6.3.1 If requested for an individual Order and concurrently with the submittal of the proposal associated with the Order, the Contractor shall furnish the Contracting Agency the following bonds, which shall become binding upon the award of the contract to the Contractor

6.3.1.1 A Performance Bond equal to the full Contract amount ($________or as specified) conditioned upon the faithful performance of the Order in accordance with plans, specifications and conditions thereof. Such bond shall be solely for the protection of the Contracting Agency awarding the Order.

6.3.1.2 A Payment Bond equal to the full contract amount ($________or as specified) solely for the protection of claimants supplying labor and materials to the Contractor or his Subcontractors in the prosecution of the work provided for in such Order.

6.3.2 Each such bond shall include a provision allowing the prevailing party in a suit on such bond to recover as a part of his judgment such reasonable attorney’s fees as may be fixed by a judge of the court.

6.3.3 Each bond shall be executed by a surety company or companies holding a certificate of authority to transact surety business in the State of Arizona issued by the Director of the Department of Insurance. The bonds shall not be executed by an individual surety or sureties. The bonds shall be made payable and acceptable to the Contracting Agency.

The bonds shall be written or countersigned by an authorized representative of the surety who is either a resident of the State of Arizona or whose principal office is maintained in this state, as by law required, and the bonds shall have attached thereto a certified copy of the Power of Attorney of the signing official. In addition, said company or companies shall be rated “Best-A” or better as required by the Contracting Agency, as currently listed in the most recent Best Key Rating Guide, published by the A.M. Best Company.

6.4 FORCE MAJEURE

6.4.1 Neither party shall be liable for failure of performance, nor incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Contract if such delay or failure is caused by events, occurrences, or causes beyond the reasonable control and without negligence of the parties. Such events, SERIAL 16154-RFP
occurrences, or causes will include Acts of God/Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike, interruption or failure of electricity or telecommunication service.

6.4.2 Each party, as applicable, shall give the other party notice of its inability to perform and particulars in reasonable detail of the cause of the inability. Each party must use best efforts to remedy the situation and remove, as soon as practicable, the cause of its inability to perform or comply.

6.4.3 The party asserting Force Majeure as a cause for non-performance shall have the burden of proving that reasonable steps were taken to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled, and that the other party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated.

6.4.4 The County shall reserve the right to terminate this Contract and/or any applicable order or contract release purchase order upon non-performance by Contractor. The County shall reserve the right to extend the Contract and time for performance at its discretion.

6.5 WARRANTY OF SERVICES:

6.5.1 The Contractor warrants that all services provided hereunder will conform to the requirements of the Contract, including all descriptions, specifications and attachments made a part of this Contract. County’s acceptance of services or goods provided by the Contractor shall not relieve the Contractor from its obligations under this warranty.

6.5.2 In addition to its other remedies, County may, at the Contractor's expense, require prompt correction of any services failing to meet the Contractor's warranty herein for one year following the performance of those services. Services corrected by the Contractor shall be subject to all the provisions of this Contract in the manner and to the same extent as services originally furnished hereunder.

6.5.3 DISCLAIMER OF WARRANTIES FOR PRODUCTS. COUNTY’S SOLE AND

EXCLUSIVE WARRANTY FOR PRODUCTS, IF ANY, IS THAT PROVIDED BY THE PRODUCT MANUFACTURER. CONTRACTOR DISCLAIMS ALL

EXPRESSED, IMPLIED OR STATUTORY WARRANTIES, WHETHER IMPLIED

BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT

LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE LANGUAGE OF THIS

PARAGRAPH SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS

AGREEMENT

6.6 INSPECTION OF SERVICES:

6.6.1 The Contractor shall provide and maintain an inspection system acceptable to County covering the services under this Contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to County during contract performance and for as long afterwards as the Contract requires.

6.6.2 County has the right to inspect and test all services called for by the Contract, to the extent practicable at all times and places during the term of the Contract. County shall perform inspections and tests in a manner that will not unduly delay the work.

6.6.3 If prior to completion of an Order any of the services required by that Order do not conform to Contract requirements, County may require the Contractor to perform the services again in conformity with Contract requirements, at no cost to the County. When the defects in services cannot be corrected by re-performance, County may:

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6.6.3.1 Require the Contractor to take necessary action to ensure that future performance conforms to Contract requirements; and

6.6.3.2 Reduce the Contract price to reflect the reduced value of the services performed.

6.6.4 If the Contractor fails to promptly perform the services again as provided in Section 6.6.3 or to take the necessary action to ensure future performance in conformity with Contract requirements, County may:

6.6.4.1 By Contract or otherwise, perform the services and charge to the Contractor, through direct billing or through payment reduction, any cost incurred by County that is directly related to the performance of such service; or

6.6.4.2 Terminate the Contract for default.

6.7 REQUIREMENTS CONTRACT:

6.7.1 Contractors signify their understanding and agreement by signing a bid submittal, that the Contract resulting from the bid is a requirements contract. However, the Contract does not guarantee any minimum or maximum number of purchases will be made. It only indicates that if purchases are made for the materials or services contained in the Contract, they will be purchased from the Contractor awarded that item if the Contractor can meet all the delivery requirements of the County. Orders will only be placed when the County identifies a need and proper authorization and documentation have been approved.

6.7.2 County reserves the right to cancel Purchase Orders within a reasonable period of time after issuance. Should a Purchase Order be canceled, the County agrees to reimburse the Contractor for actual and documentable costs incurred by the Contractor in response to the Purchase Order. The County will not reimburse the Contractor for any costs incurred after receipt of County notice of cancellation, or for lost profits, shipment of product prior to issuance of Purchase Order, etc.

6.7.3 Contractors agree to accept verbal notification of cancellation of Purchase Orders from the County Procurement Officer with written notification to follow. By submitting a bid in response to this Invitation for Bids, the Contractor specifically acknowledges to be bound by this cancellation policy.

6.8 BACKGROUND CHECK:

Contractors need to be aware that there may be multiple background checks (Sheriff’s Office, County Attorney's Office, Courts as well as Maricopa County general government) to determine if the respondents employees are acceptable for the contractor to do business with the County. This applies to (but is not limited to) the company and sub-contractors. Employees or others who fail to pass these checks shall not be allowed to work on County projects. Failure to meet these requirements may lead to termination of the contract.

6.9 SUSPENSION OF WORK
The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or any part of the work of this contract for the period of time that the Procurement Officer determines appropriate for the convenience of the County. No adjustment shall be made under this clause for any suspension, delay, or interruption to the extent that performance would have been so suspended, delayed, or interrupted by any other cause, including the fault or negligence of the Contractor. No request for adjustment under this clause shall be granted unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the suspension, delay, or interruption, but not later than the date of final payment under the contract.

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6.10 STOP WORK ORDER
The Procurement Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop work order issued under this clause.

Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Procurement Officer shall either—

6.10.1 Cancel the stop-work order; or

6.10.2 Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the County, clause of this contract.

6.10.3 The Procurement Officer may make an equitable adjustment in the delivery schedule and/or contract price, or otherwise, and the contract shall be modified, in writing, accordingly, if the Contractor demonstrates that the stop work order resulted in an increase in costs to the Contractor.

6.11 UNCONDITIONAL TERMINATION FOR CONVENIENCE:

Maricopa County may terminate the resultant Contract for convenience by providing sixty (60) calendar days advance notice to the Contractor.

6.12 TERMINATION FOR DEFAULT:

The County may, by written notice of default to the Contractor, terminate this contract in whole or in part if the Contractor fails to:

6.12.1 Deliver the supplies or to perform the services within the time specified in this contract or any extension;

6.12.2 Make progress, so as to endanger performance of this contract; or

6.12.3 Perform any of the other provisions of this contract.

6.12.4 The County’s right to terminate this contract under these subparagraph may be exercised if the Contractor does not cure such failure within 10 days (or more if authorized in writing by the County) after receipt of the notice from the Procurement Officer specifying the failure.

6.13 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:

Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without penalty or further obligation within three years after execution of the contract, if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the County is at any time while the Contract or any extension of the Contract is in effect, an employee or agent of any other party to the Contract in any capacity or consultant to any other party of the Contract with respect to the subject matter of the Contract. Additionally, pursuant to A.R.S § 38-511 the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the County from any other party to the contract arising as the result of the Contract.

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6.14 CONTRACTOR LICENSE REQUIREMENT:

6.14.1 The Respondent shall procure all permits, insurance, licenses and pay the charges and fees necessary and incidental to the lawful conduct of his/her business, and as necessary complete any required certification requirements, required by any and all governmental or non-governmental entities as mandated to maintain compliance with and in good standing for all permits and/or licenses. The Respondent shall keep fully informed of existing and future trade or industry requirements, Federal, State and Local laws, ordinances, and regulations which in any manner affect the fulfillment of a Contract and shall comply with the same. Contractor shall immediately notify both Office of Procurement Services and the using agency of any and all changes concerning permits, insurance or licenses.

6.14.2 Respondents furnishing finished products, materials or articles of merchandise that will require installation or attachment as part of the Contract, shall possess any licenses required. A Respondent is not relieved of its obligation to posses the required licenses by subcontracting of the labor portion of the Contract. Respondents are advised to contact the Arizona Registrar of Contractors, Chief of Licensing, at (602) 542-1525 to ascertain licensing requirements for a particular contract. Respondents shall identify which license(s), if any, the Registrar of Contractors requires for performance of the Contract.

6.15 SUBCONTRACTING:

6.15.1 The Contractor may not assign to another Contractor or Subcontract to another party for performance of the terms and conditions hereof without the written consent of the County. All correspondence authorizing subcontracting must reference the Bid Serial Number and identify the job project. The County hereby consents to Contractor’s subcontracting work to Authorized Service Providers under contract with Contractor.

6.15.2 The Subcontractor’s rate for the job shall not exceed that of the Prime Contractor’s rate, as bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates or the County has approved the increase. The Subcontractor’s invoice shall be invoiced directly to the Prime Contractor, who in turn shall pass-through the costs to the County, without mark-up. A copy of the Subcontractor’s invoice must accompany the Prime Contractor’s invoice.

6.16 AMENDMENTS:

All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa County Office of Procurement Services shall be responsible for approving all amendments for Maricopa County.

6.17 ADDITIONS/DELETIONS OF SERVICE:

6.17.1 The County reserves the right to add and/or delete materials and services to a Contract. If a service requirement is deleted, payment to the Contractor will be reduced proportionately, to the amount of service reduced in accordance with the bid price. If additional materials or services are required from a Contract, prices for such additions will be negotiated between the Contractor and the County.

6.17.2 The County reserves the right of final approval on proposed staff for all Task Orders. Also, upon request by the County, the Contractor will be required to remove any employees working on County projects and substitute personnel based on the discretion of the County within two business days, unless previously approved by the County.

6.18 VALIDITY:

The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the validity of any other provision of the Contract.

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6.19 SEVERABILITY:

The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the validity of any other provision of this Contract.

6.20 RIGHTS IN DATA:

The County shall have the use of data and reports resulting from a Contract without additional cost or other restriction except as may be established by law or applicable regulation. Each party shall supply to the other party, upon request, any available information that is relevant to a Contract and to the performance thereunder.

6.21 NON-DISCRIMINATION:

CONTRACTOR agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09 including flow down of all provisions and requirements to any subcontractors.

Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and downloaded at the Governor of the State of Arizona’s website http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1 which is hereby incorporated into this contract as if set forth in full herein. During the performance of this contract, CONTRACTOR shall not discriminate against any employee, client or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability or national origin.

Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09 including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and downloaded at the Arizona State Library Research website
(http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1) which is hereby incorporated into this contract as if set forth in full herein. During the performance of this Contract, Contractor shall not discriminate against any employee, client or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability or national origin.

6.22 ISRAEL BOYCOTT:

By signing this Contract, the Contractor certifies that they are in compliance with Article 9, Arizona Revised Statutes Section 35-393 et seq.

6.23 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
The undersigned (authorized official signing for the Contractor) certifies to the best of his or her knowledge and belief, that the Contractor
is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal Department or agency; have not within 3-year period preceding this Contract been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; are not presently indicted or otherwise criminally or civilly charged by a government entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (2) of this certification; and
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have not within a 3-year period preceding this Contract had one or more public transaction (Federal, State or local) terminated for cause of default.

The Contractor agrees to include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this Contract.

6.23.1 The undersigned (authorized official signing on behalf of the Contractor) certifies to the best of his or her knowledge and belief that the Contractor, its current officers and directors;

6.23.1.1 are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from being awarded any contract or grant by any United States Department or Agency or any state, or local jurisdiction;

6.23.1.2 have not within three (3) year period preceding this Contract;

6.23.1.2.1 been convicted of fraud or any criminal offense in connection with obtaining, attempting to obtain, or as the result of performing a government entity (Federal, State or local) transaction or contract; and

6.23.1.2.2 been convicted of violation of any Federal or State antitrust statues or conviction for embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property regarding a government entity transaction or contract; and

6.23.1.2.3 are not presently indicted or criminally charged by a government entity (Federal, State or local) with commission of any criminal offenses in connection with obtaining, attempting to obtain, or as the result of performing a government entity public (Federal, State or local) transaction or contract; and are not presently facing any civil charges from any governmental entity regarding obtaining, attempting to obtain, or from performing any governmental entity contract or other transaction; and have not within a three (3) year period preceding this Contract had any public transaction (Federal, State or local) terminated for cause or default.

6.23.1.3 If any of the above circumstances described in the paragraph are applicable to the entity submitting a bid for this requirement, include with your bid an explanation of the matter including any final resolution.

6.23.2 The Contractor shall include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this Contract.

6.24 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41- 4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS:

6.24.1 By entering into the Contract, the Contractor warrants compliance with the Immigration and Nationality Act (INA using e-verify) and all other federal immigration laws and regulations related to the immigration status of its employees and A.R.S. §23-214(A). The contractor shall obtain statements from its subcontractors certifying compliance and shall furnish the statements to the Procurement Officer upon request. These warranties shall remain in effect through the term of the Contract. The Contractor and its subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the Immigration Reform and Control Act of 1986, as amended from time to time, for all SERIAL 16154-RFP
employees performing work under the Contract and verify employee compliance using the E-verify system and shall keep a record of the verification for the duration of the employee’s employment or at least three years, whichever is longer. I-9 forms are available for download at USCIS.GOV.

6.24.2 The County retains the legal right to inspect contractor and subcontractor employee documents performing work under this Contract to verify compliance with paragraph 6.24.1 of this Section. Contractor and subcontractor shall be given reasonable notice of the County’s intent to inspect and shall make the documents available at the time and date specified. Should the County suspect or find that the Contractor or any of its subcontractors are not in compliance, the County will consider this a material breach of the contract and may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor.

6.25 INFLUENCE
As prescribed in MC1-1202 MC1-1203 of the Maricopa County Procurement Code, any effort to influence an employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct may be grounds for Disbarment or Suspension under MC1-902.

An attempt to influence includes, but is not limited to:

6.25.1 A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or educational passes or tickets, or any type valuable contribution or subsidy,

6.25.2 That is offered or given with the intent to influence a decision, obtain a contract, garner favorable treatment, or gain favorable consideration of any kind.

If a Person attempts to influence any employee or agent of Maricopa County, the Chief Procurement Officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract.

6.26 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS.

6.26.1 The Parties agree that this Contract and employees working on this Contract will be subject to the whistleblower rights and remedies in the pilot program on contractor employee whistleblower protections established at 41 U.S.C. § 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112–239) and section

3.908 of the Federal Acquisition Regulation;

6.26.2 Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as described in section 3.908 of the Federal Acquisition Regulation. Documentation of such employee notification must be kept on file by Contractor and copies provided to County upon request.

6.26.3 Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts over the simplified acquisition threshold ($150,000 as of September 2013).

6.27 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW:

6.27.1 In accordance with section MCI 371 of the Maricopa County Procurement Code the Contractor agrees to retain all books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract for six (6) years after SERIAL 16154-RFP
final payment or until after the resolution of any audit questions which could be more than six (6) years, whichever is latest. The County, Federal or State auditors and any other persons duly authorized by the Department shall have full access to, and the right to examine, copy and make use of, any and all said materials.

6.27.2 If the Contractor’s books, records , accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract are not sufficient to support and document that requested services were provided, the Contractor shall reimburse Maricopa County for the services not so adequately supported and documented.

6.27.3 If at any time it is determined by the County that a cost for which payment has been made is a disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course of action to address the disallowance shall be at sole discretion of the County, and may include either an adjustment to future invoices, request for credit, request for a check or deduction from current billings Submitted by the Contractor by the amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to Maricopa County.

6.28 AUDIT DISALLOWANCES:

If at any time, County determines that a cost for which payment has been made is a disallowed cost, such as overpayment, County shall notify the Contractor in writing of the disallowance.

County shall also state the means of correction, which may be but shall not be limited to adjustment of any future claim submitted by the Contractor by the amount of the disallowance, or to require repayment of the disallowed amount by the Contractor.

6.29 OFFSET FOR DAMAGES;
In addition to all other remedies at Law or Equity, the County may offset from any money due to the Contractor any amounts Contractor owes to the County for damages resulting from breach or deficiencies in performance of the contract.

6.30 PUBLIC RECORDS:

Under Arizona law, all Offers submitted and opened are public records and must be retained by the Records Manager at the Office of Procurement Services. Offers shall be open to public inspection and copying after Contract award and execution, except for such Offers or sections thereof determined to contain proprietary or confidential information. by the Office of Procurement Services. If an Offeror believes that information in its Offer or any resulting Contract should not be released in response to a public record request under Arizona law, the Offeror shall indicate the specific information deemed confidential or proprietary and submit a statement with its offer detailing the reasons that the information should not be disclosed. Such reasons shall include the specific harm or prejudice which may arise from disclosure. The Records Manager of the Office of Procurement Services shall determine whether the identified information is confidential pursuant to the Maricopa County Procurement Code.

6.31 PRICES:

Contractor warrants that prices extended to County under this Contract are no higher than those paid by any other similar customer for these or similar services under similar terms.

6.32 INTEGRATION:

This Contract represents the entire and integrated agreement between the parties and supersedes all prior negotiations, proposals, communications, understandings, representations, or agreements, whether oral or written, express or implied.

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6.33 RELATIONSHIPS:

In the performance of the services described herein, the Contractor shall act solely as an independent contractor, and nothing herein or implied herein shall at any time be construed as to create the relationship of employer and employee, co-employee, partnership, principal and agent, or joint venture between the County and the Contractor.

6.33.1 In the performance of the services described herein, the Contractor shall act solely as an independent contractor, and nothing herein or implied herein shall at any time be construed as to create the relationship of employer and employee, coemployee, partnership, principal and agent, or joint venture between the County and the Contractor.

6.33.2 The County reserves the right of final approval on proposed staff for all Task Orders. Also, upon request by the County, the Contractor will be required to remove any employees working on County projects and substitute personnel based on the discretion of the County within two business days, unless previously approved by the County.

6.34 GOVERNING LAW:

This Contract shall be governed by the laws of the state of Arizona. Venue for any actions or lawsuits involving this Contract will be in Maricopa County Superior Court or in the United States District Court for the District of Arizona, sitting in Phoenix, Arizona

6.35 ORDER OF PRECEDENCE:

In the event of a conflict in the provisions of this Contract and Contractor’s license agreement, if applicable, the terms of this Contract shall prevail.

6.36 ORDERING AUTHORITY:

Any request for purchase shall be accompanied by a valid purchase order, issued by Office of Procurement Services, a Purchase Order issued by the using Department or direction by a Certified Agency Procurement Aid (CAPA) with a Purchase Card for payment.

6.37 NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION:

6.37.1 This Contract does not guarantee any minimum or maximum purchases will be made. Orders will only be placed under this Contract when the County identifies a need and proper authorization and documentation have been approved.

6.37.2 Contractors agree to accept verbal notification of cancellation of Purchase Orders from the County Procurement Officer with written notification to follow.

Contractor specifically acknowledges to be bound by this cancellation policy.

6.38 PURCHASE ORDERS:

County reserves the right to cancel Purchase Orders within a reasonable period of time after issuance. Should a Purchase Order be canceled, the County agrees to reimburse the Contractor for actual and documentable costs incurred by the Contractor in response to the Purchase Order. The County will not reimburse the Contractor for any costs incurred after receipt of County notice of cancellation, or for lost profits, shipment of product prior to issuance of Purchase Order, etc.

6.39 UNIFORM ADMINISTRATIVE REQUIREMENTS:

By entering into this Contract, the Contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, PART 200—UNIFORM ADMINISTRATIVE SERIAL 16154-RFP

REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq.

For purchases of $50,000 or greater under this agreement, the applicable participating entity must disclose to THD when it is receiving any federal funds related to that requested purchase prior to THD agreeing to that purchase.

6.40 CONFIDENTIAL INFORMATION:

Any information obtained in the course of performing this Contract may include information that is proprietary or confidential to the County. This provision establishes the Contractor’s obligation regarding such information.

The Contractor shall establish and maintain procedures and controls that are adequate to assure that no information contained in its records and/or obtained from the County or from others in carrying out its functions (services) under the Contract shall be used by or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the Contract. The Contractor’s procedures and controls at a minimum must be the same procedures and controls it uses to protect its own proprietary or confidential information. If, at any time during the duration of the Contract, the County determines that the procedures and controls in place are not adequate, the Contractor shall institute any new and/or additional measures requested by the County within fifteen (15) calendar days of the written request to do so.

Any requests to the Contractor for County proprietary or confidential information shall be referred to the County for review and approval, prior to any dissemination.

6.41 INCORPORATION OF DOCUMENTS:

The following are to be attached to and made part of this Contract:

6.41.1 Exhibit A, Pricing;

6.41.2 Exhibit B, Scope of Work;

6.41.3 Exhibit C Facilities Management Requirements
NOTICES:

All notices given pursuant to the terms of this Contract shall be addressed to:

For County:

Maricopa County
Office of Procurement Services
ATTN: Contract Administration
320 West Lincoln Street 160 South 4th Avenue
Phoenix, Arizona 85003-2494
For Contractor:

Home Depot U.S.A., Inc.
2455 Paces Ferry Road PO BOX 193176,
Atlanta, GA. 30339 Columbus, OH 43218
ATTN: Contract Administration
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SERIAL 16154-RFP

EXHIBIT A

PRICING
SERIAL 16154-RFP
NIGP CODE: 45041
RESPONDENT'S NAME: Home Depot U.S.A., Inc.

COUNTY VENDOR NUMBER : W000001453
ADDRESS: 2455 Paces Ferry Road PO BOX 193176,
Atlanta, GA 30339 Columbus OH 43218
P.O. ADDRESS: Each local The Home Depot stores
TELEPHONE NUMBER: 866-589-0690
FACSIMILE NUMBER: 866-589-0691
WEB SITE: www.homedepot.com
CONTACT (REPRESENTATIVE): Richard Nyberg
REPRESENTATIVE'S E-MAIL ADDRESS: [email protected] YES
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT [X] WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: [X]
PAYMENT TERMS. [X] NET 30 DAYS (See Below)
Note: Net 30 is for Home Depot Account transactions only. Payment is required at the time of each transaction.

Note: Net 60 payment terms for Home Depot Accounts may be available upon review of a customer's account information.

1.0 PRICING:

1.1 Do you offer a Rebate in lieu of a discount Yes
Details of your Rebate Program
· At least $10,000 to $25,000 Annual Net Sales (Pretax) = 1% Rebate · At least $25,000 to $100,000 Annual Net Sales (Pretax) = 2% Rebate · Over $100,000 Annual Net Sales (Pretax) = 5% Rebate

1.2 Pro Rewards Paint Program
Level
Discount
%
Minimum Annual Spend
on Paint
Gold 20% $ 7,500
Silver 15% $ 4,000
Bronze 10% $ 2,000

1.3 Volume Pricing Program
For any purchase over $1,500 more aggressive
pricing may be available through the Volume Pricing
Program.

For any planned order over $1,500, call in the
request for quote to the ProDesk of your local The
Home Depot
store and ask for it to be submitted for volume
pricing consideration.

SERIAL 16154-RFP

EXHIBIT B

STATEMENT OF WORK

CONTRACT FOR MAINTENANCE, REPAIR, OPERATING SUPPLIES, INDUSTRIAL SUPPLIES, AND RELATED PRODUCTS AND SERVICES (U.S. Communities)

1.0 INTENT:

The Contractor shall have a strong national presence for a vast array of supplies and equipment necessary for maintenance and repair in residential, commercial and industrial environments for use by various public entities nationwide.

Other governmental entities under agreement with the County may have access to services provided hereunder.

The County reserves the right to award in whole or in part, by item or group of items, by section or geographic area, or make multiple awards, where such action serves the County’s best interest.

The County reserves the right to add additional contractors, at the County’s sole discretion, in cases where the currently listed contractors are of an insufficient number or skill-set to satisfy the County’s needs or to ensure adequate competition on any project or task order work.

1.1 INTRODUCTION, BACKGROUND AND INTENT:

MASTER AGREEMENT
Maricopa County, AZ (herein “Lead Public Agency” on behalf of itself and all states, local governments, school districts, and higher education institutions in the United States of America, and other government agencies and nonprofit organizations (herein “Participating Public Agencies”) is awarding a contract to a qualified supplier to enter into a Master Agreement for a complete line of Maintenance, Repair and Operating (MRO) Supplies and Industrial Supplies in a Retail and Wholesale environment; and Related Products and Services (herein “Products and Services”).

1.2 GENERAL DEFINITION OF PRODUCTS AND/OR SERVICES
Contractors are to have the broadest possible selection of MAINTENANCE, REPAIR,

OPERATING SUPPLIES, INDUSTRIAL SUPPLIES AND RELATED PRODUCTS AND SERVICES they offer. The intent of this contract is to provide Participating Public Agencies with a comprehensive offering of products and services to meet their various needs.

1.2.1 Maintenance, Repair, Operating (MRO) Supplies and Related Services (Installation, Repair and Renovation) – A complete and comprehensive offering of wholesale and/or retail MRO supplies such as appliances, building materials, hardware, HVAC, kitchen and bath cabinets, janitorial supplies, landscaping equipment and supplies, motors, pumps, paints and coatings, plumbing, pool chemicals and supplies, hand-held general purpose tools, power tools, flooring, window coverings, and any other miscellaneous MRO supplies offered by Supplier.

In addition, a complete range of services available through the Supplier such as, but not limited to, installation, renovation services, repair services, training services and any other related services offered by Supplier.

1.2.2 Related Products and Services (Including Installation, Repair and Renovation Services) – A complete range of related products and services offered by Supplier including, but not limited to, installation, repair and renovation services for replacements, upgrades, and remodeling in the residential, commercial and industrial environments relating to any of the following (non-inclusive): roofing, gutters, downspouts, HVAC, plumbing, electrical, exterior decks, patios and porches, exterior siding, windows and SERIAL 16154-RFP
doors, interior and exterior painting, weatherization, ADA improvements, hose fabrication, hydraulic repairs, gearbox repairs, conveyor system repairs, vulcanizing, rubber fabrication, and any other types of residential, commercial and industrial environments.

2.0 SCOPE OF WORK:

2.1 MAINTENANCE, REPAIR, OPERATING SUPPLIES (MRO) AND RELATED SERVICES (INSTALLATION, REPAIR AND RENOVATION):

Provide a complete and comprehensive offering of Retail MRO supplies such as appliances, building materials, hardware, HVAC, kitchen and bath cabinets, janitorial supplies, landscaping equipment and supplies, motors, pumps, paints and coatings, plumbing, pool chemicals and supplies, hand-held general purpose tools, power tools, flooring, window coverings, and any other miscellaneous MRO supplies offered by Supplier.

In addition, a complete range of services available through the Supplier such as, but not limited to, installation, renovation services, repair services, training services and any other related services offered by Supplier.

2.2 RELATED PRODUCTS AND SERVICES (INSTALLATION, REPAIR AND RENOVATION SERVICES):

2.2.1 Any related products offered by Supplier.

2.2.2 Services may also include replacements, upgrades, remodeling; and product, turnkey and major category installations.

2.2.3 Services performed shall be non-structural in nature.

2.2.4 Products used in performing these services shall be procured under the awarded contract, at contract prices.

2.2.5 These services may be required in the residential and commercial environments and may be any of the following (non-inclusive):

2.2.5.1 Roofing, Gutters, Downspouts

2.2.5.2 HVAC

2.2.5.3 Plumbing

2.2.5.4 Electrical

2.2.5.5 Exterior decks, patios and porches

2.2.5.6 Exterior Siding

2.2.5.7 Windows, Doors

2.2.5.8 Interior/Exterior Painting

2.2.5.9 Weatherization – Storm Windows/Doors, Insulation, Weather Stripping

2.2.5.10 ADA Improvements

2.2.6 Services:

2.2.6.1 Providing and managing qualified contractors

2.2.6.2 Budget management in keeping projects on budget

2.2.6.3 Project management services in design, planning, organizing, scheduling and managing all stages of a project.

2.2.7 Service Providers (Labor):

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2.2.7.1 Contractor shall serve as the single point of contact between Participating Public Agencies and Service Providers.

2.2.7.2 Contractor shall verify that all Service Providers are fully licensed for the type of work being performed in the respective state(s).

2.2.7.3 Contractor shall verify each Service Provider maintains at a minimum, the levels of insurance specified under in draft contract.

2.2.7.4 Contractor shall perform a background screen of all Service Providers consisting of (at a minimum):

2.2.7.4.1 National Employee Database

2.2.7.4.2 SSN Verification

2.2.7.4.3 National Criminal Database Check

2.2.7.4.4 Two County Search

2.2.7.4.5 Sex Offender Search

2.2.7.4.6 Annual Review (National Criminal Database)

2.2.7.4.7 Two (2) Year Complete Re-Screen and Renewal

2.2.7.4.8 Financial Background

2.2.7.5 All Service Provider employees shall wear a Service Provider’s issued picture identification badge at all times.

2.3 PRODUCT CATEGORIES:

This Agreement is to establish a nationwide purchasing agreement for the acquisition of MRO and related products/services. The category descriptive examples below are not to be considered restrictive, but rather, provide a general, non-inclusive, description of the category. These are standard use in the residential, commercial, and industrial environments. .

All products offered shall be new, unused and of the latest design and technology.

The intent is for each Proposer to submit their complete product line so that Participating Public Agencies may order a wide array of product as appropriate for their needs. You may subcontract items your firm does not supply.

2.3.1 CATEGORY 1: APPLIANCES
Large appliances: refrigerators, washers, dryers, dishwashing machines, stoves, cooktops, range hoods and ovens; TVs, DVR’s, small appliances: mixers, toasters, microwave ovens, food processors, disposals, trash compactors, and all ancillary supplies, tools, and components.

2.3.2 CATEGORY 2: BUILDING MATERIALS
Lumber (dimensional and timber), millwork, roofing, siding, plywood, paneling, hardwood, trim, molding, fencing, decking, gates, brick, block, doors, windows, bagged goods (concrete, mortar, sand, or asphalt), drywall, rebar, acoustical tiles, rain gutters, garage door openers, insulation, and all ancillary supplies, tools, and components.

2.3.3 CATEGORY 3: HARDWARE
Fasteners (nuts/bolts, screws, washers, rivets, nails), builders hardware (hinges, gate hardware, barrel bolts/hasps, corner braces, shelf brackets, closet hardware, springs), threaded rod/steel shapes, anchors, padlocks, lock sets, wheels, casters, ball bearings, rope, chain, metal stock, dry cell batteries, fire extinguishers, signs, cabinet hardware, mail boxes, safes, drop boxes, weatherization products, and all ancillary supplies, tools, and components.

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2.3.4 CATEGORY 4: HEATING, VENTILATION, AND AIR CONDITIONING (HVAC) Equipment, package units, evaporative coolers, tools, parts, ducting, air filtration, thermostats, portable and fixed heaters, fans, and all ancillary supplies, tools, and components.

2.3.5 CATEGORY 5: KITCHEN AND BATH CABINETS
Kitchen cabinets, bath vanities, countertops, medicine cabinets, mirrors, and all ancillary supplies, tools, and components.

2.3.6 CATEGORY 6: JANITORIAL SUPPLIES
Cleaners, soaps, waxes, strippers, polishes, vacuums, brooms, mops, buckets, gloves, carts, paper goods, and all ancillary supplies, tools, and components.

2.3.7 CATEGORY 7: LANDSCAPING EQUIPMENT AND SUPPLIES
Lawn and landscape equipment (gasoline and electric), shovels, rakes, axes, hoes, hoses, nozzles, insect control, herbicides, fertilizers, plants, trees, sprinkler/irrigation equipment and supplies and all ancillary supplies, tools, an components.

2.3.8 CATEGORY 8: MOTORS/PUMPS
Fractional and full horse, starters, pulleys, belts, fans, motor controls, and all ancillary supplies, tools, and components.

2.3.9 CATEGORY 9: PAINTS AND COATINGS
All types of paints and coatings, wall paper, caulking, spray equipment, aerosol paints, pressure washers, sand blasters, finishes, abrasives, epoxy, cleaners, drywall supplies, tarps, compounds, adhesives, accessories, and all ancillary supplies, tools, and components.

2.3.10 CATEGORY 10: PLUMBING
Equipment, parts, piping and fittings, water heaters, furnaces, disposals, pneumatic piping, filters, commodes, sinks, bathtubs, showers, shower doors, faucets, water conditioning equipment, water dispensing equipment, salt, and all ancillary supplies, tools, and components.

2.3.11 CATEGORY 11: POOL SUPPLIES
Pool chemicals, tools, timers, pump/motor units, vacuum equipment, patio furniture, parts, and all ancillary supplies, tools, and components.

2.3.12 CATEGORY 12: TOOLS, HAND-HELD GENERAL PURPOSE
Hand-held (electric, battery, or pneumatic operated), including accessories, automotive type tools, welding equipment, testing and measuring tools, carts and hand trucks, work benches, tool cabinets, ladders, and all ancillary supplies and components.

2.3.13 CATEGORY 13: TOOLS, POWER TYPE
Electric or gas operated, mobile or stationary, bench or floor mounted, including accessories, and all ancillary supplies and components.

2.3.14 CATEGORY 14: FLOORING AND WINDOW COVERINGS
All flooring, including but not limited to, vinyl plank, VCT, vinyl tile, ceramic tile, hardwood, carpet tile, carpet and cove base; blinds, shades, screens, window glass, mirrors, parts, and all ancillary supplies, tools, and components.

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2.3.15 CATEGORY 15: HOSPITALITY
Guest room supplies and appliances, personal care amenities, telephones, bed and bath linens, housekeeping cleaning supplies, public restroom supplies, carts, banquet and conference room supplies, guest room and suite furniture, fixtures, and equipment, pool and patio equipment, and other hospitality supplies.

2.3.16 CATEGORY 16: WATER AND WASTE WATER TREATMENT
Aeration, chart and data recorders, chemical feed, collection systems, flow metering, gauges, grounds maintenance, hose, hydrants, lab chemicals, equipment, and testing, location and leak detection, level and pressure, pipe, plugs, process analysis, pumps, sampling equipment, storm water, tanks, tools, valves, and water treatment.

2.3.17 CATEGORY 17: MISCELLANEOUS
Including, but not limited to: shelving (metal or wood composite), safety and emergency equipment, first aid supplies, conditioning salt, scaffolding (purchased), packaging supplies, communication supplies, electrical supplies, lighting supplies, office products, and property management products.

2.3.18 CATEGORY 18: IN STORE SERVICES
Including, but not limited to: glass cutting, pipe threading, planning services (flooring and cabinet), verbal technical advice, special orders, rental equipment, etc.

2.4 PRODUCT ORDERING:

2.4.1 Contractor’s limited product line (Wholesale or Retail) shall be available for internet ordering 24/7.

2.4.2 Products may be ordered by any of the following methods:

2.4.2.1 Retail Stores (Point of Sale)

2.4.2.2 Internet (Homedepot.com )

2.4.2.3 Other eProcurement options

2.4.2.4 Will Call (Phone or FAX order)

2.5 PRODUCT PRICING:

Retail:

Products shall be sold at their retail price. An annual volume rebate will be paid to Participating Public Agencies (see Exhibit A). For any purchase over $1,500, more aggressive pricing may be available through the Volume Pricing Program. The discount offered through this program will depend on dollar value, quantity and type of material. In addition, the Pro Rewards Paint program offers Participating Public Agencies further discounts on their paint only purchases (see Exhibit A).

2.6 ON-LINE CATALOG DISCOUNT PRICING:

Presently, the capability exists to access a limited on-line catalog reflecting contract pricing of products.

2.7 RELATED PRODUCTS AND SERVICES (INSTALLATION, REPAIR AND RENOVATION SERVICES) PRICING:

2.7.1 All Participating Public Agencies shall receive a detailed written quotation for all services to be performed, and product(s) to be provided.

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2.7.2 All quotations shall be for a “not to exceed” amount.

2.7.3 As an audit tool, the Contractor(s) shall provide a copy of the most current R.S. Means Bare Cost Data (including any city cost index adjustment) pertaining to all written quotations.

2.7.4 Spending on services shall be included in the annual volume rebate (see Exhibit A).

2.8 SALES REPORTING:

2.8.1 Sales Dollars

2.8.2 Sales histories by manufacturer, item description, part number, quantity, NIGP codes

2.8.3 Procurement card (MasterCard or Visa brand)

2.9 BRAND NAMES:

The County reserves the right to request samples to determine quality and acceptability of materials bid by Contractor. . Materials substantially equivalent to those designated shall qualify for consideration of an order.

2.10 DELIVERY, FREIGHT REQUIREMENTS:

2.10.1 All domestic ground shipments shall be FOB Destination, Freight Prepaid and Included.

Any handling fees shall also be included in the pricing.

2.10.2 Any requests for local delivery of orders placed at local stores shall be subject to local delivery fees, if applicable.

2.10.3 Shipping and handling fees are allowable to destinations outside the continental U.S.

2.10.4 A packing list or other suitable shipping document shall accompany each shipment and shall include the following:

2.10.4.1 Contract Serial number

2.10.4.2 Contractor’s name and address

2.10.4.3 Participating Public Agency’s name and address

2.10.4.4 Participating Public Agency’s purchase order number

2.10.4.5 A description of product(s) shipped, including item number(s), quantity (is), number of containers and package number(s), as applicable

3.0 PROCUREMENT REQUIREMENTS:

3.1 SHIPPING TERMS:

Bid price(s) and terms shall be F.O.B. Destination at ordering Agencies locations for those items requested to be delivered. Delivery charges may apply based on location.

3.2 OPERATING MANUALS (If required):

Upon delivery, Contractor shall provide comprehensive operational manuals, service manuals and schematic diagrams, if required by the Using Agency.

3.3 INSTALLATION: (If required):

The Contractor’s price shall include delivery and installation of all equipment in a complete operating condition.

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3.4 ACCEPTANCE: (If required):

Upon delivery and successful installation, the material(s) shall be deemed accepted and the warranty period shall begin. All documentation shall be completed prior to final acceptance.

3.5 CONTRACTOR EMPLOYEE MANAGEMENT:

3.5.1 Contractor shall endeavor to maintain the personnel proposed in their offer throughout the implementation of the Agreement. In the event that Contractor personnel’s employment status changes, Contractor shall provide County a list of replacement personnel. . Under no circumstances is it acceptable for the implementation schedule to be impacted by a personnel change on the part of the Contractor.

3.5.2 County reserves the right to immediately remove from its premises any Contractor personnel it determines is a risk to County operations.

3.5.3 County reserves the right to request the replacement of Contractor personnel at any time, for any reason.

3.6 WARRANTY:

Home Depot SOW Information: All repair and renovation services performed by Home Depot carries a one (1) year workmanship warranty and all manufacturers’ product warranties shall be passed on to the end customer as further detailed in Contract section 6.5. Home Depot also offers a robust return policy on product purchases, whereas (most) returns within 90 days of purchase are accommodated with a valid sales receipt for exchange, refund, credited to an associated Home Depot

3.6.1 All items furnished under this Contract shall conform to the requirements of this Contract and shall be free from defects in design, materials and workmanship.

3.6.2 The warranty period for workmanship shall be for an initial period of twelve (12) months and commence upon acceptance by County.

3.6.2.1 The Contractor agrees that he will, at his own expense, provide all labor and parts required to remove, repair or replace, and reinstall any such defective workmanship and/or materials which becomes or is found to be defective during the term of this warranty. The Contractor shall guarantee the equipment to be supplied complies with all applicable regulations.

3.7 FACTORY AUTHORIZED SERVICE AVAILABILITY (if required):

The Contractor shall have and maintain a local factory authorized service facility within the Phoenix, Arizona metropolitan area. The facility shall be capable of supplying and installing component parts, troubleshooting, repairing and maintaining the products. Minimum service hours shall be from 8:00 A.M. through 5:00 P.M., Arizona Time, Monday through Friday.

3.8 USAGE REPORT:

The Contractor shall furnish the County a usage report upon request delineating the acquisition activity governed by the Contract. The format of the report shall be approved by the County and shall disclose the quantity and dollar value of each contract item by individual unit.

SERIAL 16154-RFP
16154 EXHIBIT C

FACILITIES MANAGEMENT REQUIREMENTS
Maricopa County Facilities Management operation requirements.

1.0 HOURS OF SERVICE:

1.1 REGULAR HOURS are between 6:00 AM and 6:00 PM, Monday through Friday, excluding County holidays.

1.2 AFTER HOURS is after 6:00 PM and prior to 6:00 AM, Monday through Friday.

1.3 WEEKENDS are anytime Saturday or, Sunday.

1.4 HOLIDAYS are County Holidays (See County holiday schedule attachment).

1.5 Services shall be available 24 hours per day, 7 days per week, 365 days per year.

1.6 Contractor shall provide 24 hours per day, 7 days per week, 365 days per year telephone access, and strive to respond to a call for services within thirty (30) minutes of receipt.

2.0 RESPONSE TIMES:

2.1 During REGULAR HOURS, AFTER HOURS, WEEKEND or HOLIDAYs, Contractor shall strive to respond on-site within four (4) hours of receipt of a service request if a site visit is mutually determined to be required.

2.2 If the request is designated by the County as an EMERGENCY, the contractor shall strive to respond on-site within two (2) hours of receipt of a service request regardless of the time of day, WEEKEND or HOLIDAY if a site visit is mutually determined to be required.

3.0 TRIP CHARGE:

Trip charges are permitted when time and material work is requested at the following sites only:

3.1 MCSO Lake Aid Stations (Apache, Bartlett, Blue Point, Canyon and Saguaro)

3.2 County offices located in Gila Bend, AZ

3.3 County offices located in Buckeye, AZ

3.4 County offices located in Aguila, AZ

3.5 Only one trip charge may be charged per service call.

3.6 If the contractor arrives onsite and is unable to locate a County representative familiar with the work or unable to gain access to the work site, the Contractor may only bill for a trip charge (maximum one time daily trip charge not to exceed $50.00). The Contractor is not authorized to incur nor will the County accepting billing for any labor charges.

4.0 CONTRACTOR REQUIREMENTS:

4.1 Contractor(s) shall supply all labor, supervision, materials, tools, equipment, and effort necessary to perform the Scope of Work presented.

SERIAL 16154-RFP

4.2 The Contractor’s service truck fleet and/or warehouse shall carry sufficient supply of repair parts and equipment to perform services per Scope of Work presented.

4.3 The Contractor agrees to utilize only experienced, responsible and capable people in the performance of the work.

4.4 All employees of the Contractor shall wear a company uniform identified with the company name that may include one of the following:

4.4.1 Shirt/blouse

4.4.2 Vest

4.4.3 Cap

4.4.4 Badging that identifies the business they work for

4.5 No one except authorized employees of the Contractor is allowed on the premises of Maricopa County. Contractor’s employees are NOT to be accompanied in their work area by acquaintances, family members, assistants, or any other person unless said person is an authorized employee of the Contractor.

4.6 The Contractor shall perform the work in a way to minimize disruption to the normal operation of building occupants. Upon completion of work the Contractor shall clean and remove from the job site all debris, materials and equipment associated with the work performed.

4.7 Contractor shall adhere to all regulations, rules, ordinances, and standards set by Federal, State, County, and Municipal governments pertaining to safety on the job site.

5.0 BUILDING SECURITY (KEYS):

5.1 The Contractor may be provided keys to required County Facilities at the discretion of FMD.

Keys may be acquired by:

5.2 The Contractor being provided permanent key(s), wherein the Contractor verifies receipt of and accepts responsibility for keys. The keys must be returned at the completion of the work or at the direction of FMD. Keys not returned may cause the County to re-key the ENTIRE building or locations that the set of keys opened with the cost being borne by the Contractor.

5.3 In lieu of or in addition to keys, the Contractor may be provided card access badges at the discretion of FMD.

5.4 The Contractor shall notify FMD within twenty-four (24) hours if any keys are lost, misplaced, stolen or otherwise not within the Contractor’s control.

6.0 Once the Purchase Order is complete, expired, or terminated the Contractor shall immediately return all badges and keys to FMD.SALVAGE:

Salvage rights shall be evaluated on a project by project basis by the County and shall be determined prior to incorporation in the contractor’s bid price. Salvage rights automatically apply for all work if in the best interest to the County. Salvageable materials without pre-approved contractor salvage rights shall be securely stored and are not to be transported off the site without written permission from Maricopa County.

If contractor is given salvage rights, salvageable materials shall be removed daily. No on site storage of contractor’s salvaged materials will be permitted.

SERIAL 16154-RFP

7.0 INVOICES AND PAYMENTS:

For transactions using a Home Depot Net 30 Account, Invoices are required to contain the following information and should be e-mailed to [email protected] If invoices cannot be e-mailed, U.S. Mail is acceptable to Maricopa County Facilities Management, Accounts Payable, 401W. Jefferson, Phoenix, Arizona 85003 – or to the address that was used in establishing the associated Home Depot Account.

7.1 Company name, address and contact information

7.2 County bill-to name and contact/requestor information

7.3 Building Name and Building Number

7.4 County purchase order number

7.5 County contract number

7.6 Maximo (FMD) service call number

7.7 Invoice number and date

7.8 Date of service or delivery

7.9 Description of Purchase (services performed)

7.10 Labor breakdown: rate per hour x no. of hours by personnel type (time & materials)

7.11 Material breakdown: itemized parts list to contain unit price x quantity, indicating mark-ups as contracted (time & materials)

7.12 Arrival and completion time

7.13 Total Amount Due with tax amounts separated. Must also clearly indicate the tax rate being applied

7.14 Payment Terms
For Time & Material work, Contractor(s) must provide, all equipment, expendable shop supplies (rags, cleaners, solvents, gasses, etc.), miscellaneous parts (screws, bolts nuts, small items etc.), tools, etc. necessary to perform all the required services. Contractor(s) are allowed a one-time Misc. Shop fee charge of up to $25.00 per work order to cover these type of expenses. Anything beyond the $25 limit, will be provided at the contractor’s own expense.

8.0 CONTRACTOR EMPLOYEE BACKGROUND CHECK:

A background check is required for all Contractor employees providing services to the County. The cost of this service shall be incurred by the County. No Contractor employee may access County property without approval of FMD.

SERIAL 16154-RFP
16154 EXHIBIT C

FACILITIES MANAGEMENT REQUIREMENTS
Maricopa County Facilities Management operation requirements.

1.0 HOURS OF SERVICE (any fluctuations to these hours will be handled in the Solicitation):

1.1 REGULAR HOURS are between the hours of 6:00 a.m. and 6:00 p.m., Monday through Friday, excluding County holidays.

1.2 AFTER HOURS are between the hours of 6:00 p.m. and prior to 6:00 a.m., Monday through Friday.

1.3 WEEKENDS are anytime on a Saturday or a Sunday.

1.4 HOLIDAYS are County holidays.

1.5 Services shall be available 24 hours per day, 7 days per week, 365 days per year.

1.6 The Facilities Management Parts Warehouse is open for deliveries between the hours of 7:00 a.m. to 3:00 p.m. weekdays except for County holidays.

2.0 BEGINNING OF WORK:

2.1 Contractor shall provide 24 hours per day, 7 days per week, 365 days per year telephone access, and use best efforts to respond to a call for services within thirty (30) minutes of receipt via phone or email.

2.2 During REGULAR HOURS, AFTER HOURS, WEEKEND or HOLIDAYs, Contractor shall strive to respond on-site to begin work within four (4) hours of receipt of a service request unless arranged for a later date/time with the County per the work order or notice to proceed.

2.3 The four (4) hour response time shall carryover to the next working day if called into Contractor’s office as a non-emergency call after 2:00 p.m. The Contractor will be required to begin work by 8:00 a.m. the following day, as mutually agreed to by the Parties.

2.4 Contractors shall strive to respond to EMERGENCY requests immediately and report onsite to begin work within two (2) hours service call request regardless of the time of day, WEEKEND or HOLIDAY.

3.0 TRIP CHARGE:

One-time trip charges of $50.00, or other amount only if previously identified to the Maricopa County contact and agreed to by them (one per work order), are permitted when Time and Materials work is requested at the following sites ONLY:

3.1 MCSO Lake Aid Stations (Apache, Bartlett, Blue Point, Canyon and Saguaro)

3.2 County offices located in Gila Bend, AZ

3.3 County offices located in Buckeye, AZ

3.4 County offices located in Aguila, AZ
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4.0 DEAD END CHARGE:

If the Contractor is unable to locate a County representative familiar with the work or is unable to gain access to the work site, the Contractor shall call the County Boiler Room (602-506-3310). The Boiler Room technician will give Contractors further instruction at this time. If the Contractor is delayed or turned away, a $50.00 trip charge shall be authorized by the County.

5.0 CONTRACTOR REQUIREMENTS:

5.1 Contractor shall provide and maintain during the entire period of this contract, all labor, supervision, materials, effort, tools, and equipment sufficient in number, condition and capacity to efficiently perform the work and render the services required by this contract.

Contractor shall provide evidence of his ability to furnish equipment and personnel. The Contractor’s service truck fleet and/or warehouse shall carry sufficient supply of repair parts and equipment to perform services per Scope of Work presented.

5.2 The Contractor shall perform the work in such a way as to minimize disruption to the normal operation of the County site and building occupants. Upon completion of work, the Contractor is responsible for cleaning and removing from the job site; all debris, materials, and equipment associated with the work performed and County property is restored to the same condition prior to start of the job. Such disturbances may include, but are not limited to: loose dirt, dislocated gravel; removed vegetation; footprints; old asphalt/concrete; etc.

Documentation will be performed through an audit and feedback system of contract administration. If an inspection reveals that the Contractor failed to clean up after work has been performed, the County will notify the Contractor of the discrepancy and the Contractor will have twenty-four (24) hours to make the needed correction. Should the Contractor fail to correct noted issues, the County reserves the right to make other arrangements to have the area cleaned and the cost of such work shall be offset from any monies due the Contractor.

5.3 The Contractor shall perform all services in such a manner that does not damage County property. In the event damage occurs to Maricopa County property, or any adjacent property due to any services performed under this contract, the Contractor shall notify the County representative immediately of damages and replace or repair the same at no cost to the County. If damage caused by the Contractor has to be repaired or replaced by the County, and the cost of such work shall be deducted from the monies due the Contractor.

5.4 Contractor’s bidding on this solicitation may visit the sites to determine conditions that would affect prices and work performance. As some sites do have internal restrictions, a site visit may be scheduled if necessary. See GIS link for site directions:
https://gisportal.maricopa.gov/FMD/Facility/Index.html.

5.5 Contractors must have a facility sufficient to support the work contemplated by this contract within fifty (50) miles of 401 W. Jefferson St., Phoenix AZ 85003.

5.6 The Contractor agrees to utilize only experienced, responsible, and capable people in the performance of the work.

5.7 All vehicles used by Contractor shall be clearly identified with the name of the company on each side of the equipment, including personnel transportation vehicles, or consistent with the Contractor’s business practices. The letters shall be of such size that they are distinguishable from a reasonable distance or consistent with the Contractor’s business practices.

5.8 All employees of the Contractor shall wear a company uniform identified with the company name that may include of one of the following:
• Shirt/blouse
SERIAL 16154-RFP
• Vest
• Cap

5.9 Only authorized employees of the Contractor are allowed on the premises of Maricopa County. Contractor’s employees are NOT to be accompanied in their work area by acquaintances, family members, assistants, or any other person unless said person is an authorized employee of the Contractor.

5.10 All work must comply with EPA, OSHA, and any State, County, or local regulations in effect at each service location. Contractor shall adhere to all regulations, rules, ordinances, and standards set by Federal, State, County, and Municipal governments pertaining to safety on the jobsite. If the Contractor is found not to be in compliance with Federal, State, County, and/or Municipal safety rules, ordinances, policy, procedure, or codes, the County may, in accordance with the “Suspension of Work” clause of the contract, suspend the work without cost to the County until such non-compliant issues are rectified to the satisfaction of the Using Agency. Continued non-compliance may result in termination.

6.0 BUILDING ACCESS:

6.1 The Contractor may be provided access to County Facilities at the discretion of Facilities Management. keys, badges, or access cards will be provided per the following guidelines:

6.2 Contractor employees may sign out a set of keys (all looped on a single key ring) upon arrival at site, and must turn-in key set after completion of duties unless they are issued a permanent key.

6.3 Permanent keys may be provided to Contractor employees on a case-by-case basis. Should an employee leave the Contractor’s work force, Contractor must immediately notify the County and keys, badges, and access cards must be returned to the County.

6.4 The Contractor shall notify the County within twenty-four (24) hours if any keys, badges, or access cards are lost, misplaced, stolen or otherwise not within the Contractor’s control.

6.5 Once this agreement is complete, expired, or terminated, the Contractor shall immediately return all keys, badges, or access cards to the County.

6.6 Failure to comply with these requirements may result in the Contractor being assessed the cost of replacing keys or access cards and any associated cost to ensure the security of County facilities including but not limited to, re-keying the ENTIRE building at the expense of the Contractor.

7.0 CANCELLATION COST:

Any scheduled work cancelled without a minimum of 48 hours prior notice to the County will be rescheduled with the Contractor and is subject up-to a 25% reduction of the cost.

8.0 SALVAGE:

Salvage and trade-in rights shall be evaluated on a project-by-project basis by the County and shall be determined prior to incorporation in the Contractor’s bid price. Salvageable materials without pre-approved Contractor salvage rights shall be securely stored and are not to be transported off the site without written permission from Maricopa County. If Contractor is given salvage rights, salvageable materials shall be removed daily. On-site storage of Contractor’s salvaged materials is not permitted.

SERIAL 16154-RFP

9.0 DELIVERY:

9.1 Delivery shall be made to the County no later than 3:00 p.m. on the seventh (7th) calendar day after order is received.

9.2 Exceptions to delivery schedule will be special order items that must be identified to the County.

9.3 Maricopa County reserves the right to obtain material on the open market in the event vendors fail to make delivery and charge any price differential to the vendor.

9.4 Delivery will be made to the following address:

FACILITIES MANAGEMENT DIVISION (FMD) WAREHOUSE
2401 S. 28th Dr.

Phoenix, AZ 85009
Warehouse Manager: 602-506-1935
Warehouse Specialist: 602-506-1943
Receiving hours: 7:00 a.m. – 3:00 p.m.

10.0 FACILITIES MANAGEMENT INVOICES AND PAYMENTS:

10.1 Payment terms shall be calculated based on the date a properly completed invoice is received by the County.

10.2 For transactions using a Home Depot Net 30 Account, Contractors shall provide the County with invoices no later than fourteen (14) days after all services and delivery of goods are complete and accepted by the County rendered final.

10.3 Home Depot Account invoices should contain access to the following information:
• Company name, address and contact information
• County bill-to name and contact/requestor information • Building name and building number
• County purchase order number
• Contract or BidSync agreement number
• Maximo (Facilities Management) work order number
• Invoice number and date
• Date of service or delivery (for Project work: use “Completion date”) • Description of services performed
• Line item description of parts and materials (Time and Materials work) • Line item labor breakdown: arrival and completion time, rate per hour x no. of hours by personnel type (Time & Materials work)
• Total amount due with tax amounts separated (Time and Materials work). *On a separate line, clearly indicate the tax rate being applied SERIAL 16154-RFP
• Payment Terms as stated in the agreement

10.4 Questions regarding billing or invoicing shall be directed to the email address below.

10.5 Invoices shall be e-mailed to: [email protected]

10.6 If invoices cannot be e-mailed, send by mail to:

Maricopa County Facilities Management – Accounts Payable 401 W. Jefferson St.

Phoenix, Arizona 85003

10.7 Payment shall be made to the Contractor by the Accounts Payable/Finance department through an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Contractor Registration Form located on the County Department of Finance Contractor Registration Web Site (http://www.maricopa.gov/922/Vendors).

10.8 EFT payments to the routing and account numbers designated by the Contractor will include the details on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details.

SERIAL 16154-RFP
HOME DEPOT U.S.A., INC., PO BOX 193176, COLUMBUS OH 43218 2455 PACES FERRY ROAD, ATLANTA, GA. 30339
PRICING SHEET: NIGP CODE 45041
Terms: NET 30
Vendor Number: VC0000005735
Certificates of Insurance Required
Contract Period: To cover the period ending December 31, 2021 2026.

CITY OF MONTEBELLO

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: Michael Solorza, Director of Finance
Nicholas Razo, Director of Human Resources/Information Technology SUBJECT: Approve Emergency Purchase Authorization – ULine, Inc.

DATE: June 22, 2022
RECOMMENDATION:

It is recommended that City Council approve an emergency purchase request for items from ULine, Inc. in the amount of $36,010.22.

FISCAL IMPACT
The total amount of the invoices is $36,010.22. Sufficient funds for this expenditure are available in GL Code 100-80-805-6040.10.

BACKGROUND
A recent assessment of the police facility found that the building had what is believed to be mold in various areas on the first level. As a result of this discovery, a portion of the police building has been temporarily closed while abatement measures occur. This closure will prohibit personnel from using specific areas. To ensure police employees have sufficient facilities, the procurement process for various items and services is expedited.

DISCUSSION
To ensure the continued operation of police services within the City, the Human Resources/IT and Finance Departments initiated procuring various items and services to relocate police personnel temporarily. Included in the list of items and services required is locker room equipment. Upon deciding to relocate police personnel, ULine was ITEM #____ 34
CITY COUNCIL AGENDA REPORT – MEETING OF JUNE 22, 2022
Approve Emergency Purchase Authorization – ULine, Inc.