Agenda packet, regular meeting — San Mateo City Council, June 6, 2022 (part 1 of 2)

CITY OF SAN MATEO
City Council Regular Meeting
June 6, 2022
7:00 PM
City Hall Council Chamber
Entrance is on O’Farrell Street

COUNCIL MEMBERS
Rick Bonilla, Mayor
Diane Papan, Deputy Mayor
Joe Goethals
Amourence Lee
Eric Rodriguez
AGENDA
THIS MEETING IS BEING HELD PURSUANT TO THE GOVERNOR’S EXECUTIVE ORDERS WHICH SUSPEND CERTAIN REQUIREMENTS OF THE BROWN ACT.

THIS MEETING CAN BE ATTENDED IN PERSON OR REMOTE BY JOINING ZOOM – SEE CODES BELOW.

PUBLIC COMMENTS WILL BE ACCEPTED BOTH IN PERSON AND REMOTELY.

SEE END OF AGENDA FOR OPTIONS AND INSTRUCTIONS ON HOW TO PARTICIPATE IN THE MEETING.

To join via Zoom – click here: June 6, 2022 Zoom Meeting To join via telephone: (408) 638-0968
Webinar ID: 831 6662 1576 Passcode: 197671
The City Council meeting will conclude by 11:00 p.m. unless otherwise extended by council vote.

Any unheard items will automatically move forward to the next regular meeting.

CALL TO ORDER
Pledge of Allegiance
Roll Call

CEREMONIAL

1. Pride Month

2. Deputy City Clerk Joan Diskin – Commendatory Retirement Resolution

3. Parks & Recreation Director Sheila Canzian – Commendatory Retirement Resolution

CONSENT CALENDAR
All matters listed under the Consent Calendar are considered by the Council to be routine and will be enacted by one motion without discussion. If discussion is desired, that item may be removed and considered separately.

4. Ordinance Adoption – Access to Reproductive Health Care Facilities Adopt an Ordinance to prohibit individuals from harassing, intimidating, or obstructing persons seeking access to a reproductive health care facility within 100 feet of an entrance to such a facility.

5. Library Personal Computer Replacements – Purchase
Adopt a Resolution to approve an alternative purchasing procedure and approve a Master Purchasing Agreement and Participating Addendum with CDW-G for the purchase of personal computers in an amount not-to-exceed $110,843.23, and authorize the Director of Information Technology to execute the agreement in substantially the form presented.
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6. Tennis Instruction – Agreement
Approve an agreement with Todd Dissly Athletics, LLC to provide tennis classes and camps for a two-year period from June 15, 2022 to June 14, 2024, with two automatic two-year extensions that include opt-out procedures for a total of six years, annual compensation of $300,000 along with authority to sign change orders of up to $25,000 per year, for a total amount not to exceed $1,950,000; and authorize the Director of Parks and Recreation to execute the agreement in substantially the form presented.

7. Summer Youth Theater Programs – Agreement
Approve an agreement with Bay Area Educational Theater Company to provide summer children's and youth theater programs for the period of June 15, 2022 through August 31, 2022, with compensation of $100,000 along with authority to sign change orders of up to $25,000, for a total amount not to exceed $125,000; authorize the Director of Parks and Recreation to execute the agreement in substantially the form presented.

8. Pre-School Music Programs – Agreement
Approve an agreement with Cristal D. Garcia dba Peninsula Music Together to provide preschool music classes for the period of June 20, 2022 to June 19, 2023, with compensation of $100,000 along with authority to sign change orders of up to $25,000, for a total amount not to exceed $125,000; and authorize the Director of Parks and Recreation to execute the agreement in substantially the form presented.

9. Wastewater Treatment Plant Immediate Action Projects, Package II – Contingency Approve a $300,000 increase to the contingency reserve associated with the Myers & Sons Construction, LLC construction contract for the Wastewater Treatment Plant Immediate Action Projects, Package II project and authorize the Public Works Director to issue change orders within the contingency reserve amount.

10. Citywide Street Rehabilitation Phase 4-B – Agreement Approve an agreement with HDR/WRECO for design services in an amount not to exceed $350,000; establish a contingency reserve in the amount of $35,000; and authorize the Public Works Director to execute the agreement in substantially the form presented and approve amendments within the contingency amount.

11. Basin A & Various Locations Sanitary Sewer Improvements Project – Construction Agreement Award an agreement with Westland Contractors, Inc. for the Basin A & Various Locations Sanitary Sewer Improvements Project in an amount not to exceed $7,348,355; establish a contingency in the amount of $1,470,000; and authorize the Public Works Director to execute the agreement in substantially the form presented and issue change orders within the contingency amount

12. California Transportation Commission Local Streets and Roads – Project List Fiscal Year 2022-23 Adopt a Resolution to submit a list of projects proposed to be funded with the Road Repair and Rehabilitation Account, Senate Bill 1 funding, to the California Transportation Commission for fiscal year 2022-23.

13. Fiscal Year 2022-23 General Obligation Bond - Tax Rate Levy Adopt a Resolution to levy the property tax rate of $0.0060 per $100 of assessed value (equates to $6.00 per $100,000 assessed value) for the voter-approved General Obligation Bond annual debt service payment.

14. Downtown Business Improvement Area – Resolution of Intent for Annual Renewal Accept the fiscal year 2021-22 Downtown San Mateo Association Annual Report; adopt a Resolution of Intent to Levy the Annual Assessments for the Downtown Business Improvement Area for fiscal year 2022-23; and set a public hearing for the June 20, 2022 City Council meeting to discuss levying the annual assessment. 2 of 406

15. Merit Employees Salary Schedules - Approval
Adopt a Resolution to authorize and approve the City of San Mateo merit employee current pay rates and ranges (salary schedule).

16. Pedestrian Mall Design – Contract Amendment
Approve Amendment No. 1 to the contract with Community Design + Architecture to amend the scope and total fee amount to allow for additional engineering services to locate underground utilities and evaluate street reconstruction options for the pedestrian malls on B Street between 1st and 3rd Avenues in the amount of $20,515 for a new contract total not to exceed $166,000.

PUBLIC COMMENT
Members of the public wishing to comment on any item not appearing on the agenda may address the City Council at this time. State law prevents Council from taking action on any matter not on the agenda; your comments may be referred to staff for follow up.

Public comment is limited to a total of 15 minutes; however, an opportunity for additional public comment may be provided later in the agenda.

PUBLIC HEARING
City Council action on the following public hearing(s) represents a final decision concluding all administrative proceedings. Judicial review may be had only if a petition is filed with the Court not later than the 90th day following the date the decision is made. Judicial review of environmental determinations may be subject to a time period for litigation as short as 30 days following the date the decision is made.

17. Proposed 2022-23 Budget and 2022-27 Capital Improvement Program – Review Review the proposed 2022-23 budget and the 2022-27 Capital Improvement Program and receive public comment prior to the scheduled adoption at the June 20, 2022 City Council meeting.

NEW BUSINESS

18. 2020 Climate Action Plan – Annual Progress Report
Receive an update on the implementation of the 2020 Climate Action Plan.

REPORTS AND ANNOUNCEMENTS
City Manager, City Attorney and Council Members report on their various assignments and liaison roles and Council requests for scheduling future items.

ADJOURNMENT
----------------------------------------------------------------------------------------------------------------------------- AGENDAS: Agendas and material are posted on the City’s website on the Friday preceding each Council Meeting and can be viewed on the City's website at www.cityofsanmateo.org . Any supplemental material distributed to the Council after the posting of the agenda will be made part of the official record.

WATCHING A MEETING ON TV: City Council meetings are broadcast live on Comcast/channel 27, Wave/channel 26, or AT&T/channel 99.

For transmission problems during the broadcast, please call (650) 522-7099. For all other broadcast comments, call (650) 522-7040, Monday-Friday, 8 a.m. - 5 p.m.

WATCHING A MEETING ON A COMPUTER: There are three ways to stream. 1) Public Meeting Portal www.cityofsanmateo.org/publicmeetings 2) City YouTube channel and stream it on YouTube: http://youtube.com/CityofSanMateo 3) Watch TV live stream: https://www.cityofsanmateo.org/193/Channel-San-Mateo-Live-Stream (continue)
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PUBLIC COMMENTS/REQUEST TO SPEAK
Prior to the Meeting
Send comments to: [email protected] until 4 p.m. the day of the meeting.

During the meeting
By computer: Click the link at the top of the agenda and you’ll be added to the meeting. All attendees are muted by default. When the item of interest is open for consideration, select the “Raise Your Hand” icon and you will be called on at the appropriate time.

By telephone: Call (408) 638-0968 and enter the conference ID found at the top of the meeting agenda. When the item of interest is open for consideration, select *9 to raise your hand. When called upon, press *6 to unmute, state your name and provide your comments.

By Zoom: Click the link at the top of the agenda and you’ll be added to the meeting. All attendees are muted by default. When the item of interest is open for consideration, select the “Raise Your Hand” icon and you will be called on at the appropriate time.

In Person: At the meeting complete a “Request to Speak” form, submit a request at the speaker kiosk or scan the QR code.

ACCESSIBILITY: In compliance with the Americans with Disabilities Act, those with disabilities requiring special accommodations to participate in this meeting may contact the City Clerk’s Office at (650) 522-7040 or [email protected] . Notification 48 hours prior to the meeting will enable the City to make reasonable arra ngements to ensure accessibility to this meeting. 4 of 406

CITY OF SAN MATEO
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CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 4 Section Name: CONSENT CALENDAR File ID: 22-6109-01 TO: City Council
FROM: Prasanna W. Rasiah, City Attorney
PREPARED BY: City Attorney's Office
MEETING DATE: June 6, 2022
SUBJECT:

Ordinance Adoption – Access to Reproductive Health Care Facilities RECOMMENDATION:

Adopt an Ordinance to prohibit individuals from harassing, intimidating, or obstructing persons seeking access to a reproductive health care facility within 100 feet of an entrance to such a facility.

BACKGROUND:

On May 16, 2022, the City Council introduced the attached ordinance, and added a definition of the term “entrance” as recommended by staff. Under the ordinance, entrance means “a walkway leading to the front door of a reproductive health care facility.” Clean and redline versions of the proposed ordinance are attached. An overhead photograph of the Planned Parenthood facility in San Mateo with a 100-foot buffer from the entrance, as defined, is also attached. The same photograph was included in the staff presentation during the May 16, 2022 public hearing. Also, as explained during that hearing and contrary to the prior staff report, the proposed ordinance does not regulate excessive noise. Finally, since the introduction of the ordinance, staff has received numerous written public comments in support of the proposed regulations. Those comments are included with this report.

BUDGET IMPACT:

There is no budget impact associated with this action.

ENVIRONMENTAL DETERMINATION:

This action is not a project subject to CEQA because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. (CEQA Guidelines Section 15378(b)(5).)

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 – Revised Proposed Ordinance
Att 2 – Proposed Ordinance – Track Changes
Att 3 – Planned Parenthood facility with 100’ buffer
Att 4 – Public Comments

STAFF CONTACT
Prasanna W. Rasiah
[email protected]
(650) 522-7022
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CITY OF SAN MATEO

DRAFT ORDINANCE
Adopt Title 10 “Peace, Safety and Morals” Chapter 10.90 “Access to Reproductive Health Care Facilities” of the San Mateo Municipal Code to Prohibit Individuals from Harassing, Intimidating, or Obstructing Persons Seeking Access to a Reproductive Health Care Facility
THE COUNCIL OF THE CITY OF SAN MATEO ORDAINS AS FOLLOWS:

Section 1. Findings.
(a) Every person in the City of San Mateo ("City") has a fundamental right to privacy, protected not only by the United States Constitution, but also explicitly guaranteed in Article I, Section 1 of the California Constitution. This right to privacy includes the right to access all legal health care services, including reproductive health care services.
(b) The City Council desires to amend Title 10 entitled “Peace, Safety and Morals” of the City’s Municipal Code by adding Chapter 10.90 in its entirety, entitled “Access to Reproductive Health Care Facilities.” The adoption of Municipal Code Title 10, Chapter 10.90 through this Ordinance is essential and necessary to promote the full exercise of the right to privacy by patients seeking vital reproductive health services and is also necessary to maintain public health, safety, and welfare within the City. (c) In developing this Ordinance, the City Council is mindful of the legal principles relating to regulation of activity in public forums such as sidewalks, streets and public parks. The City Council does not intend to unconstitutionally suppress or infringe expressive activities protected by the First Amendment of the United States Constitution or the Liberty of Speech Clause of the California Constitution, but instead is enacting reasonable content-neutral time, place and manner regulations. These regulations address the need to prevent:
harassment and intimidation within eight (8) feet of a person accessing reproductive health care facilities within 100 feet of the entrance to a reproductive health care facility; and the obstruction of access to a reproductive health care facility.
(d) The City Council in enacting this Ordinance does hereby take legislative notice of the various principles and decisions regarding buffer zone restrictions at reproductive health care facilities, First Amendment rights and the regulation of public assemblies, including but not limited to, the following: Hill v.

Colorado (2000) 530 U.S. 703; McCullen v. Coakley (2014) 573 U.S. 464; Schenck v. Pro-Choice Network of W.

New York (1997) 519 U.S. 357; Reed v. Town of Gilbert, Ariz. (2015) 576 U.S. 155; Hoye v. City of Oakland (9 th Cir. 2011) 653 F.3d 835; United States v. Grace (1983) 461 U.S. 171; Police Dep’t of Chicago v. Mosley (1972) 408 U.S. 92, 95; and Madsen v. Women's Health Ctr., Inc. (1994) 512 U.S. 753. (e) The City Council also takes legislative notice of the State of Colorado regulation prohibiting efforts to obstruct, detain, hinder, impede, or block another person’s entry to or exit from a health care facility, as well as knowingly approach within eight feet of a person, unless such person consents, for the purpose of engaging in specified conduct within one hundred feet of the entrance to a health care facility, validated by the Supreme Court in Hill v. Colorado (2000) 530 U.S. 703. The City Council also takes legislative notice of the City of Oakland regulation prohibiting efforts to knowingly and willfully approach within eight feet of a person or vehicle occupant seeking entry to a reproductive health clinic if the purpose is to counsel, harass, or interfere with such person or vehicle occupant, validated by the Ninth Circuit in Hoye v. City of Oakland (9th Cir. 2011) 653 F.3d 835. 6 of 406
The City Council also takes legislative notice of the ordinances protecting the constitutional right to access reproductive health care facilities enacted by the City of San Francisco and the City of Napa that prohibit following or harassing conduct within 25 feet and 30 feet of a reproductive health care facility, respectively, and prohibit impeding access to or exit from a reproductive health care facility. The City Council also takes legislative notice of the City of Walnut Creek ordinance prohibiting efforts to willfully and knowingly approach within eight feet of a person or vehicle occupant seeking entry to reproductive health care facility, within 100 feet of the entrance, if the purpose is to harass or intimidate such person or vehicle occupant, and prohibiting the obstruction of access to or departure from the facility. (f) The function of a buffer zone restriction at a reproductive health care facility is to prohibit specific conduct which may obstruct, deter, delay, or prevent individuals from obtaining or providing necessary reproductive health care services because they are otherwise forced to endure harassing, obstructive or intimidating behavior. These factors lead to increased patient stress that may affect the efficacy and complication rate of the medical care sought within and can adversely affect the physical and emotional health and well-being of patients seeking services at a reproductive health care facility. (g) The City finds that continued incidences and harassment on and in front of the Planned Parenthood property in San Mateo raise serious and alarming safety concerns regarding the constitutionally protected right to access reproductive health care facilities. The City’s Police Department has received several calls for service since 2014 about protest-related incidents, including but not limited to: a report of a woman jumping in front of a moving vehicle to prevent a patient from entering the parking lot; a report of protestors blocking the driveway leading into the clinic, thereby obstructing vehicular traffic on Baywood Avenue; a report of a person dressed in a white doctor-style coat in front of the facility and aggressively engaging with people entering the facility; a report of a protestor grabbing the arm of a person who was escorting a patient from the parking lot into the facility; a report of a person wearing a white lab coat and a stethoscope who flagged down a patient entering the facility claiming that they were a doctor with Planned Parenthood; and a report of a car blocking the driveway of the facility parking lot due to a protestor yelling at the driver, who was as a result blocking a third party from walking down the sidewalk.
(h) On May 16, 2022, members of the public spoke at the City Council meeting when this ordinance was introduced and described their experience with protestors in front of Planned Parenthood, which included regularly encountering a person in a lab coat trying to block the facility driveway, and observing protestors standing on stools on the sidewalk screaming at people entering the facility. Written comments included observations of said protestors holding signs in front of vehicles attempting to pull into the facility parking lot. (i) The City has determined that delaying action on further consideration of this Ordinance until additional incidences and harassment in front of Planned Parenthood occur or escalate does not adequately protect the constitutional rights of these individuals to access reproductive health care services, and that it is instead appropriate to enact basic protections against harassment, intimidation and obstruction in regards to accessing reproductive health care facilities.
(j) The City desires to enact narrowly-tailored content neutral regulations to protect the right to access reproductive health care services by enacting restrictions on conduct that obstructs access to reproductive health care services by creating an eight-foot buffer for a person accessing the facility when the person is within 100 feet of the entrance to the reproductive health care facility. 7 of 406
(k) By enacting this Ordinance, the City Council does not intend to interfere with the exercise of free speech rights of those engaged in protesting outside of reproductive health care facilities. Rather, this Chapter only regulates harassment and intimidation within eight feet of the person within 100 feet of the entrance to a reproductive health care facility, and obstructing access, to protect both the rights of those seeking access to reproductive health care services, and those who gather outside of reproductive health care facilities in the City to speak on matters of public concern. The City has determined based on empirical evidence, including ordinances adopted by sister jurisdictions, that creating an eight-foot buffer around a person when that person is within 100 feet of the entrance to a health care facility minimizes, reduces and/or eliminates harassing, intimidating and/or obstructing conduct while at the same time still allowing any protected expressive activity to occur in close enough proximity to reach the intended audience. (l) The City finds that the modest scope of the Ordinance prohibiting harassing and intimidating individuals within eight feet of the person, within 100 feet of the entrance to a reproductive health care facility, and obstructing access, are content-neutral and are narrowly-tailored restrictions that serve a significant governmental interest, but still provide alternative avenues of communication. The reasonable time, place and manner restrictions in this Ordinance avoid the negative effects of harassing, intimidating and obstructive conduct around reproductive health care facilities, without targeting the message or topic of speech. The restrictions are narrowly tailored and allow ample alternative means of communicating in the areas in front of reproductive health care facilities through consensual conversations that are not harassing or intimidating or through non-consensual conversations where there is an eight-foot distance between speaker and target audience to reduce or eliminate the harassing, intimidating or obstructing conduct accompanying any such speech. The application of this Ordinance to apply only to reproductive health care facilities, rather than health care facilities generally, further ensures narrow tailoring because reproductive health care facilities that are not part of a licensed hospital, and not owned or operated by a licensed hospital, are more vulnerable to such subversion of their patients' rights on account of the layout and design of their facilities and parking areas as well as their staff resources and deployment.
(m) This Ordinance is not intended to create any limited, designated or general public fora. Rather it is intended to protect those who seek access to reproductive health care from conduct that violates their rights.

Section 2. Chapter 10.90 of the San Mateo Municipal Code is added to Title 10 as follows:

Chapter 10.90
Access to Reproductive Health Care Facilities Ordinance

10.90.010 Title and Purpose
(a) This Chapter shall be known as the "Access to Reproductive Health Care Facilities Ordinance." The City Council finds that every person in the City of San Mateo has a basic and fundamental right to privacy protected by the United States Constitution and explicitly guaranteed in California's Constitution, Article 1, Section 1, including the right to seek and obtain all health care services permitted under the laws of the State of California. Central to this right is the need to secure access to all reproductive health care services. Access to these services is a matter of critical importance not only to the individual, but also to the health and welfare of all residents of the City of San Mateo and the region. Intentional efforts to harass an individual or prevent that individual from exercising his or her right to seek and obtain reproductive health care services are therefore contrary to the interests of the people of San Mateo.
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(b) In adopting this Ordinance, the San Mateo City Council recognizes both the fundamental constitutional right to assemble peaceably and to demonstrate on matters of public concern, as well as the right to seek and obtain health care services. This Ordinance promotes the full exercise of these rights and strikes an appropriate accommodation between them.
(c) This Ordinance is not intended to create any limited, designated, or general public fora. Rather it is intended to protect those who seek access to constitutionally protected reproductive health services from conduct which violates their rights while also protecting the rights of people who gather outside of reproductive health care facilities in the City to speak on matters of public concern.

10.90.020 Definitions
(a) "Eight feet" shall be measured from any extension of the body of the individual seeking access to, passage from, or services within the reproductive health care facility, and/or the exterior of any occupied motor vehicle, to any extension of the body of, or any sign or object held by another person. (b) “Entrance” means a walkway leading to the front door of a reproductive health care facility. (c) "Follow" means to physically pursue an individual once that individual has indicated verbally or non- verbally they do not wish to be approached or engage in conversation. (d) “Gathering” means two or more individuals.
(e) "Harass" means to engage in a course of conduct directed at a specific person or persons that alarms, seriously distresses, torments, or terrorizes the person. Harassment does not include, among other things, quiet, consensual conversation conducted from a stationary position. Harass includes, but is not limited to:
(1) Approaching a person once that person has indicated they do not want to be approached or engage in conversation, except as necessary to enter or exit the reproductive health care facility; (2) Following a person if that conduct is intended or is likely to cause a reasonable person to fear bodily harm to oneself or to another, or damage to or loss of property; (3) Intentionally touching or causing physical contact with a person without that person's consent;
(4) Using violent or threatening gestures toward a person. (f) “Intimidate” means making a true threat directed to a person or group of persons with the intent of placing that person or group of persons in fear of bodily harm or death. (g) “Obstruct” means rendering ingress to or egress from a reproductive health care facility providing reproductive health services, or rendering passage to or from a reproductive health care facility, unreasonably difficult or hazardous. Obstruct includes, but is not limited to intentionally blocking or interfering with the safe or free passage of a pedestrian or occupied vehicle by any means, such as (1) intentionally causing a pedestrian to take evasive action to avoid physical contact, or (2) placing signs, tables, or chairs on the sidewalk such that the flow of pedestrian traffic is restricted or obstructed. 9 of 406
(h) "Reproductive health care facility" refers to a facility licensed pursuant to Chapter 1 (commencing with Section 1200) of Division 2 of the Health and Safety code or any other facility that provides reproductive health services, exclusively or in addition to other health services. Reproductive health care facility does not include a licensed hospital or a clinic or other facility owned or operated by a licensed hospital. (i) "Reproductive health care services" refers to all medical, surgical, counseling, referral, and informational services related to the human reproductive system. (j) “True threat” means a statement in which the speaker means to communicate a serious expression of an intent to commit an act of unlawful violence to a particular person or group of persons regardless of whether the person actually intends to act on the threat.

10.90.030 Interference with Access to Reproductive Health Care Facilities Prohibited (a) The following is prohibited:
(1) Within one hundred (100) feet of the entrance of a reproductive health care facility, it shall be unlawful to willfully and knowingly approach within eight (8) feet of any person seeking to enter or exit the reproductive health care facility, or any occupied motor vehicle seeking to enter or exit the parking lot of such a facility, without the consent of such a person or vehicle occupant, for the purpose of harassing or intimidating such person or vehicle occupant. (2) Obstruct access to or departure from any entrance to a building or driveway of a reproductive health care facility; or
(3) Fail to comply with a dispersal order as described in Section 10.90.040(C). (b) Section 10.90.030(A) applies during, one hour before, and one hour after, a reproductive health care facility's posted business hours.
(c) Nothing in this Chapter shall preclude the enforcement of other state, federal, or municipal laws, including but not limited to those related to sidewalk and street obstructions, or prohibited noises.

10.90.040 Enforcement
(a) Criminal Enforcement. Any person who violates Section 10.90.030(A) shall be deemed guilty of a misdemeanor. Upon a first conviction for violation of Section 10.90.030(A), the person shall be incarcerated for up to ninety days, or fined up to $500, or both. Upon a subsequent conviction for violation of Section

10.90.030(A), the person shall be incarcerated for up to one-hundred-eighty days, or fined up to $1000, or both. (b) Civil Enforcement. An aggrieved person may enforce the provisions of this chapter by means of a civil action in the Courts of the State of California. An aggrieved person includes any reproductive health care facility that is the site of a violation of this Chapter. Any person who violates any of the provisions of this Chapter shall be liable to the aggrieved person for special and general damages, but in no case less than $1000, attorneys’ fees and the costs of the action. In addition, punitive damages may be awarded in a proper case. (c) Dispersal Order. A law enforcement official may order the immediate dispersal of a gathering that continues to violate Section 10.90.030(A) after a verbal warning. A verbal dispersal order issued pursuant to this 10 of 406
subsection (C) shall include the following statements: (1) the gathering has substantially violated Section

10.90.030(A) by harassing, intimidating or obstructing access to or departure from the reproductive health care facility; and (2) each member of the gathering shall, under the penalty of arrest and prosecution, immediately disperse and cease to stand or be located within at least 100 feet of an entrance to the reproductive health care facility. If the dispersal order is written and posted at the location of the reproductive health care facility, the order shall remain in effect until one hour after the close of business of the reproductive health care facility. This subsection (C) shall apply during, one hour before, and one hour after, the posted business hours of a reproductive health care facility.
(d) Nothing in this Chapter shall preclude any person from seeking any other remedies, penalties or procedures provided by law.

Section 3. Environmental Determination. In accordance with California Environmental Quality Act (CEQA) Guidelines, section 15061(b)(3), adoption of this Ordinance amendments is covered by the “common sense exemption” that CEQA applies only to projects which have the potential to cause a significant effect on the environment. Here, it can be seen with certainty that the Ordinance, which is designed for the protection of access to reproductive health care facilities, will not have a significant effect on the environment under CEQA Guidelines Section 15061(b)(3).

Section 4. Severability. If any section, subsection, sentence, clause or phrase of this Ordinance is for any reason held by a court of competent jurisdiction to be invalid, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council declares that it would have adopted this Ordinance and each section, subsection, sentence, clause and phrase thereof, irrespective of the fact that any one or more section, subsection, sentence, clause, or phrase be declared invalid.

Section 5. Publication. This Ordinance shall be published in summary in a newspaper of general circulation, posted in the City Clerk's Office, and posted on the City's website, all in accord with Section 2.15 of the City Charter.

Section 6. Legislative History and Effective Date. This ordinance was introduced on Clerk to complete., and adopted on Clerk to complete., and shall be effective 30 days after its adoption. 11 of 406

CITY OF SAN MATEO

Colorado (2000) 530 U.S. 703; McCullen v. Coakley (2014) 573 U.S. 464; Schenck v. Pro-Choice Network of W.

New York (1997) 519 U.S. 357; Reed v. Town of Gilbert, Ariz. (2015) 576 U.S. 155; Hoye v. City of Oakland (9 th Cir. 2011) 653 F.3d 835; United States v. Grace (1983) 461 U.S. 171; Police Dep’t of Chicago v. Mosley (1972) 408 U.S. 92, 95; and Madsen v. Women's Health Ctr., Inc. (1994) 512 U.S. 753. (e) The City Council also takes legislative notice of the State of Colorado regulation prohibiting efforts to obstruct, detain, hinder, impede, or block another person’s entry to or exit from a health care facility, as well as knowingly approach within eight feet of a person, unless such person consents, for the purpose of engaging in specified conduct within one hundred feet of the entrance to a health care facility, validated by the Supreme Court in Hill v. Colorado (2000) 530 U.S. 703. The City Council also takes legislative notice of the City of Oakland regulation prohibiting efforts to knowingly and willfully approach within eight feet of a person or vehicle occupant seeking entry to a reproductive health clinic if the purpose is to counsel, harass, or interfere with such person or vehicle occupant, validated by the Ninth Circuit in Hoye v. City of Oakland (9th Cir. 2011) 653 F.3d 835. 12 of 406
The City Council also takes legislative notice of the ordinances protecting the constitutional right to access reproductive health care facilities enacted by the City of San Francisco and the City of Napa that prohibit following or harassing conduct within 25 feet and 30 feet of a reproductive health care facility, respectively, and prohibit impeding access to or exit from a reproductive health care facility. The City Council also takes legislative notice of the City of Walnut Creek ordinance prohibiting efforts to willfully and knowingly approach within eight feet of a person or vehicle occupant seeking entry to reproductive health care facility, within 100 feet of the entrance, if the purpose is to harass or intimidate such person or vehicle occupant, and prohibiting the obstruction of access to or departure from the facility. (f) The function of a buffer zone restriction at a reproductive health care facility is to prohibit specific conduct which may obstruct, deter, delay, or prevent individuals from obtaining or providing necessary reproductive health care services because they are otherwise forced to endure harassing, obstructive or intimidating behavior. These factors lead to increased patient stress that may affect the efficacy and complication rate of the medical care sought within and can adversely affect the physical and emotional health and well-being of patients seeking services at a reproductive health care facility. (g) The City finds that continued incidences and harassment on and in front of the Planned Parenthood property in San Mateo raise serious and alarming safety concerns regarding the constitutionally protected right to access reproductive health care facilities. The City’s Police Department has received several calls for service since 2014 about protest-related incidents, including but not limited to: a report of a woman jumping in front of a moving vehicle to prevent a patient from entering the parking lot; a report of protestors blocking the driveway leading into the clinic, thereby obstructing vehicular traffic on Baywood Avenue; a report of a person dressed in a white doctor-style coat in front of the facility and aggressively engaging with people entering the facility; a report of a protestor grabbing the arm of a person who was escorting a patient from the parking lot into the facility; a report of a person wearing a white lab coat and a stethoscope who flagged down a patient entering the facility claiming that they were a doctor with Planned Parenthood; and a report of a car blocking the driveway of the facility parking lot due to a protestor yelling at the driver, who was as a result blocking a third party from walking down the sidewalk.
(h) On May 16, 2022, members of the public spoke at the City Council meeting when this ordinance was introduced and described their experience with protestors in front of Planned Parenthood, which included regularly encountering a person in a lab coat trying to block the facility driveway, and observing protestors standing on stools on the sidewalk screaming at people entering the facility. Written comments included observations of said protestors holding signs in front of vehicles attempting to pull into the facility parking lot. (h)(i) The City has determined that delaying action on further consideration of this Ordinance until additional incidences and harassment in front of Planned Parenthood occur or escalate does not adequately protect the constitutional rights of these individuals to access reproductive health care services, and that it is instead appropriate to enact basic protections against harassment, intimidation and obstruction in regards to accessing reproductive health care facilities.
(i)(j) The City desires to enact narrowly-tailored content neutral regulations to protect the right to access reproductive health care services by enacting restrictions on conduct that obstructs access to reproductive health care services by creating an eight-foot buffer for a person accessing the facility when the person is within 100 feet of the entrance to the reproductive health care facility. 13 of 406
(j)(k) By enacting this Ordinance, the City Council does not intend to interfere with the exercise of free speech rights of those engaged in protesting outside of reproductive health care facilities. Rather, this Chapter only regulates harassment and intimidation within eight feet of the person within 100 feet of the entrance to a reproductive health care facility, and obstructing access, to protect both the rights of those seeking access to reproductive health care services, and those who gather outside of reproductive health care facilities in the City to speak on matters of public concern. The City has determined based on empirical evidence, including ordinances adopted by sister jurisdictions, that creating an eight-foot buffer around a person when that person is within 100 feet of the entrance to a health care facility minimizes, reduces and/or eliminates harassing, intimidating and/or obstructing conduct while at the same time still allowing any protected expressive activity to occur in close enough proximity to reach the intended audience. (k)(l) The City finds that the modest scope of the Ordinance prohibiting harassing and intimidating individuals within eight feet of the person, within 100 feet of the entrance to a reproductive health care facility, and obstructing access, are content-neutral and are narrowly-tailored restrictions that serve a significant governmental interest, but still provide alternative avenues of communication. The reasonable time, place and manner restrictions in this Ordinance avoid the negative effects of harassing, intimidating and obstructive conduct around reproductive health care facilities, without targeting the message or topic of speech. The restrictions are narrowly tailored and allow ample alternative means of communicating in the areas in front of reproductive health care facilities through consensual conversations that are not harassing or intimidating or through non-consensual conversations where there is an eight-foot distance between speaker and target audience to reduce or eliminate the harassing, intimidating or obstructing conduct accompanying any such speech. The application of this Ordinance to apply only to reproductive health care facilities, rather than health care facilities generally, further ensures narrow tailoring because reproductive health care facilities that are not part of a licensed hospital, and not owned or operated by a licensed hospital, are more vulnerable to such subversion of their patients' rights on account of the layout and design of their facilities and parking areas as well as their staff resources and deployment.
(l)(m) This Ordinance is not intended to create any limited, designated or general public fora. Rather it is intended to protect those who seek access to reproductive health care from conduct that violates their rights.

Section 2. Chapter 10.90 of the San Mateo Municipal Code is added to Title 10 as follows:

Chapter 10.90
Access to Reproductive Health Care Facilities Ordinance

10.90.010 Title and Purpose
(a) This Chapter shall be known as the "Access to Reproductive Health Care Facilities Ordinance." The City Council finds that every person in the City of San Mateo has a basic and fundamental right to privacy protected by the United States Constitution and explicitly guaranteed in California's Constitution, Article 1, Section 1, including the right to seek and obtain all health care services permitted under the laws of the State of California. Central to this right is the need to secure access to all reproductive health care services. Access to these services is a matter of critical importance not only to the individual, but also to the health and welfare of all residents of the City of San Mateo and the region. Intentional efforts to harass an individual or prevent that individual from exercising his or her right to seek and obtain reproductive health care services are therefore contrary to the interests of the people of San Mateo.
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(b) In adopting this Ordinance, the San Mateo City Council recognizes both the fundamental constitutional right to assemble peaceably and to demonstrate on matters of public concern, as well as the right to seek and obtain health care services. This Ordinance promotes the full exercise of these rights and strikes an appropriate accommodation between them.
(c) This Ordinance is not intended to create any limited, designated, or general public fora. Rather it is intended to protect those who seek access to constitutionally protected reproductive health services from conduct which violates their rights while also protecting the rights of people who gather outside of reproductive health care facilities in the City to speak on matters of public concern.

10.90.020 Definitions
(a) "Eight feet" shall be measured from any extension of the body of the individual seeking access to, passage from, or services within the reproductive health care facility, and/or the exterior of any occupied motor vehicle, to any extension of the body of, or any sign or object held by another person. (b) “Entrance” means a walkway leading to the front door of a reproductive health care facility. (b)(c) "Follow" means to physically pursue an individual once that individual has indicated verbally or non-verbally they do not wish to be approached or engage in conversation. (c)(d) “Gathering” means two or more individuals.
(d)(e) "Harass" means to engage in a course of conduct directed at a specific person or persons that alarms, seriously distresses, torments, or terrorizes the person. Harassment does not include, among other things, quiet, consensual conversation conducted from a stationary position. Harass includes, but is not limited to:
(1) Approaching a person once that person has indicated they do not want to be approached or engage in conversation, except as necessary to enter or exit the reproductive health care facility; (2) Following a person if that conduct is intended or is likely to cause a reasonable person to fear bodily harm to oneself or to another, or damage to or loss of property; (3) Intentionally touching or causing physical contact with a person without that person's consent;
(4) Using violent or threatening gestures toward a person. (e)(f) “Intimidate” means making a true threat directed to a person or group of persons with the intent of placing that person or group of persons in fear of bodily harm or death. (f)(g) “Obstruct” means rendering ingress to or egress from a reproductive health care facility providing reproductive health services, or rendering passage to or from a reproductive health care facility, unreasonably difficult or hazardous. Obstruct includes, but is not limited to intentionally blocking or interfering with the safe or free passage of a pedestrian or occupied vehicle by any means, such as (1) intentionally causing a pedestrian to take evasive action to avoid physical contact, or (2) placing signs, tables, or chairs on the sidewalk such that the flow of pedestrian traffic is restricted or obstructed. 15 of 406
(g)(h) "Reproductive health care facility" refers to a facility licensed pursuant to Chapter 1 (commencing with Section 1200) of Division 2 of the Health and Safety code or any other facility that provides reproductive health services, exclusively or in addition to other health services. Reproductive health care facility does not include a licensed hospital or a clinic or other facility owned or operated by a licensed hospital. (h)(i) "Reproductive health care services" refers to all medical, surgical, counseling, referral, and informational services related to the human reproductive system. (i)(j) “True threat” means a statement in which the speaker means to communicate a serious expression of an intent to commit an act of unlawful violence to a particular person or group of persons regardless of whether the person actually intends to act on the threat.

10.90.030(A), the person shall be incarcerated for up to one-hundred-eighty days, or fined up to $1000, or both. (b) Civil Enforcement. An aggrieved person may enforce the provisions of this chapter by means of a civil action in the Courts of the State of California. An aggrieved person includes any reproductive health care facility that is the site of a violation of this Chapter. Any person who violates any of the provisions of this Chapter shall be liable to the aggrieved person for special and general damages, but in no case less than $1000, attorneys’ fees and the costs of the action. In addition, punitive damages may be awarded in a proper case. (c) Dispersal Order. A law enforcement official may order the immediate dispersal of a gathering that continues to violate Section 10.90.030(A) after a verbal warning. A verbal dispersal order issued pursuant to this 16 of 406
subsection (C) shall include the following statements: (1) the gathering has substantially violated Section

Section 6. Legislative History and Effective Date. This ordinance was introduced on Clerk to complete., and adopted on Clerk to complete., and shall be effective 30 days after its adoption. 17 of 406
100 foot buffer from start of walkway (entrance)
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The following comments were received for the

ordinance introduction that was heard on

May 16th followed by

comments received between then and the publication of

the June 6th agenda.
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ITEM 8
From: Brandon Bakhtiar < >
Sent: Tuesday, May 17, 2022 7:13 AM
To: Prasanna Rasiah <[email protected]>
Subject: SUPPORT for 100ft bigger around Planned Parenthood

Hello,

If protesting near supreme court justices is taboo and prevented, then so should harassment of women already going through extremely difficult times and choices.

I support the buffer around Planned Parenthood and minimizing any possible harassment to American citizens exercising their rights.

Thank you

20 of 406
ITEM 8
From: Christine Beheshti < >
Sent: Tuesday, May 17, 2022 7:01 AM
To: Prasanna Rasiah <[email protected]>
Subject: Support for 100ft Buffer Around Planned Parenthood

Please approve the buffer for those seeking reproductive health care, and please do what can be done to limit the obnoxious behavior and the abhorrent signs that anti-abortion activists display so close to the school across El Camino. I have also seen the anti-abortion activists dressing as if they are medical professionals in order to intercept those seeking reproductive care.

Please do what you can to insure and protect women's reproductive health services in our area.

Kind Regards,

Christine Beheshti

21 of 406
ITEM 8
From: joyce burns < >
Sent: Monday, May 16, 2022 10:30 PM
To: Prasanna Rasiah <[email protected]>
Subject: Fwd: Buffer Zone /Planned Parenthood

Attn: Prasanna Rasiah—It would be wonderful to have a buffer zone to stop harassment and intimidation to people going and coming from Planned Parenthood. Let’s protect people from others forcing their ideas and beliefs on people going about their own business.

Please express our opinion to City Council. Everyone matters!

Thank you, Joyce and Leo Burns

22 of 406
ITEM 8
From: Adrienne Cane Ilang < >
Sent: Monday, May 16, 2022 10:12 PM
To: Prasanna Rasiah <[email protected]>
Subject: 100 ft. Buffer around Planned Parenthood San Mateo mateo

Ms. Prasiah,
I believe it is crutial for the patients, who utilize the variety of services at Planned Parenthood in San Mateo, that there be enstated a 100ft buffer allowing them to come and go without intimidation or harassment.

Sincerely,
Adrienne Cane

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ITEM 8
From: Paul Coleman < >
Sent: Tuesday, May 17, 2022 1:42 PM
To: Prasanna Rasiah <[email protected]>
Subject: Planned Parenthood Protective Border

Hi Prasanna,

Regarding item #8 on tonight's agenda:

I support the protective distance (100 feet or more) at a Planned Parenthood to give anyone using the facility the protection needed.

Thank you,

Paul Coleman

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ITEM 8
From: Michelle Gertsvolf < >
Sent: Tuesday, May 17, 2022 11:16 AM
To: Prasanna Rasiah <[email protected]>
Subject: Support for Item 8 - Ban on Planned Parenthood Harassment

To whom it may concern,

I wanted to reach out and say how thankful I am over seeing a potential restriction on harassing patients trying to seek healthcare at Planned Parenthood/seeking abortions.

The harassment of those poor woman has gone on far too long. My family and I have lived in Burlingame since 1991 and we are all so happy to see this item on the docket and wanted to show our support.

Thank you,
Michelle

25 of 406
ITEM 8
From: Carolyn Healy < >
Sent: Tuesday, May 17, 2022 10:35 AM
To: Prasanna Rasiah <[email protected]>
Subject: Planned Parenthood Buffer

Please vote to make at least a 100’ buffer at the San Mateo Planned Parenthood. California is going to need to protect women and their reproductive rights as much as possible. Can the buffer include vehicles with offensive matter as well? Ross Foti needs to park elsewhere.

Carolyn Healy

26 of 406
ITEM 8
From: katejamentz < >
Sent: Tuesday, May 17, 2022 8:59 AM
To: Prasanna Rasiah <[email protected]>
Subject: Buffer Zone Around Planned Parenthood

I want to communicate my enthusiastic support for the effort to secure a safe zone to protect Planned Parenthood patients from demonstrators.

Thank you.

Kate Jamentz
San Mateo

27 of 406
ITEM 8
From: J L < >
Sent: Tuesday, May 17, 2022 8:56 AM
To: Prasanna Rasiah <[email protected]>
Subject: Support for the Planned Parenthood buffer

Hello Prasanna,

Planned Parenthood gives critical care to women. I don't personally encourage abortion, but I support access to care.

I was so happy to hear that it passed!

Thank you for your hard work,
Jen

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ITEM 8
From: Christopher Kashap < >
Sent: Tuesday, May 17, 2022 12:04 PM
To: Prasanna Rasiah <[email protected]>
Subject: Support the buffer zone for Planned Parenthood!

I understand that TONIGHT you are considering this issue at your city council meeting. I urge and implore you to support the long overdue buffer zone at Planned Parenthood.

Healthcare is a human right. No religious fanatics should be allowed to hamper access nor harass our citizens.

Thank you for ensuring and protecting this essential human right.

Christopher Kashap

Sent from my iPhone

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ITEM 8
From: LeAnn Katayama < >
Sent: Tuesday, May 17, 2022 8:20 AM
To: Prasanna Rasiah <[email protected]>
Subject: Support of 100 foot barrier Planned Parenthood

I am in favor of the 100 Foot Barrier at Planned Parenthood in San Mateo. Women should not be intimidated nor harassed. Please support your community and the rights of women. Thank you

LeAnn Katayama
San Mateo resident for 55 years
Sent from my iPhone

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ITEM 8
From: bkauser1 < >
Sent: Tuesday, May 17, 2022 10:37 AM
To: Prasanna Rasiah <[email protected]>
Subject: Support for you

Please add me to the list of supporters for your plan to create a buffer space at Planned Parenthood.

It’s a shame that it is so difficult for all of us to coexist peacefully in spite of our beliefs. I will never understand how a woman’s right to choose should or could make any difference to complete strangers, especially to old white men who persist in their anti-woman stance, whether personally or politically.

Sent from my iPhone

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ITEM 8
From: David King < >
Sent: Tuesday, May 17, 2022 10:36 AM
To: Prasanna Rasiah <[email protected]>
Subject: Support for ordinance to protect access to reproductive health care facilities

Prasanna Rasiah,

Each day on my way to work I pass the Planned Parenthood facility in San Mateo. On most days, there is a man protesting with large, grotesque photos of abortions. He is oftentimes aggressively shoving the sign into traffic (literally in the road, albeit on the side of the road), putting it in front of, or right next to cars attempting to pull into the parking lot, making their entry a potential hazard to themselves and others. I have twice confronted him about his aggressive, shaming, harassing tactics, both times I was calm and collected, and he was furious and contentious. I certainly think while he has a right to protest, he shouldn’t be able to put others at risk or in harm’s way while doing so. I want to offer my strong support for the ordinance to protect access to reproductive health care facilities.

Thanks,

D. Levi King

32 of 406
ITEM 8
From: Janiochse < >
Sent: Tuesday, May 17, 2022 11:02 AM
To: Prasanna Rasiah <[email protected]>
Subject: Meeting

Hello, I am unable to attend the meeting but wish to show my full support for Planned Parenthood and the healthcare and benefits it provides to all women. Thank you, Jani Ochse Burlingame

Sent from my iPhone

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ITEM 8
From: Donna Okubo < >
Sent: Tuesday, May 17, 2022 12:17 PM
To: Prasanna Rasiah <[email protected]>
Subject: I support the 100ft buffer

Dear City of San Mateo,

I support the protection of Planned Parenthood workers and building with a "barrier" at least 100ft or more from the building.

Thank you.

Donna Okubo

34 of 406
ITEM 8
From: Jerry Peil < >
Sent: Tuesday, May 17, 2022 12:19 PM
To: Prasanna Rasiah <[email protected]>
Cc: Jordana Peil < >
Subject: Planned parenthood buffer

Hi Prasanna,

Sorry I cannot make the meeting tonight, but as a 25 year resident of SM county, I strongly support pro choice. The buffer around planned parenthood locations should be a quarter mile, but if 100 ft is all that be enforced, so be it.

Thanks,

Jerry and Jordana Peil

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ITEM 8
From: Wendy Polonsky < >
Sent: Tuesday, May 17, 2022 12:10 PM
To: Prasanna Rasiah <[email protected]>
Subject: Keep planned parenthood accessible

Women should not be harassed for getting care . The barrier sounds like a safe step

Sent from my iPhone

36 of 406
ITEM 8
From: Shannon < >
Sent: Tuesday, May 17, 2022 6:37 AM
To: Prasanna Rasiah <[email protected]>
Subject: Planned parenthood

I support this 100ft buffer!

37 of 406

The following comments were received after the

ordinance introduction (May 16th) and before the

publication of the June 6th agenda.

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ORDINANCE ADOPTION
From: Mia Maddalena >
Sent: Tuesday, May 17, 2022 5:09 PM
To: Prasanna Rasiah <[email protected]>
Subject: Planned Parenthood

Hi there,
I missed the meeting but live a block from the San Mateo Planned parenthood.

Please Pass the 100 ft ordinance as my children walk by the protesters to get downtown and hate the way the posters look.

Thanks!!
Mia Alioto

39 of 406

ORDINANCE ADOPTION

From: Anne Benham < >
Sent: Tuesday, May 17, 2022 10:17 PM
To: Prasanna Rasiah <[email protected]>
Subject: ordinance to protect Planned Parenthood clients

My husband Ian Benham and I strongly support the proposed ordinance to protect clients and staff within 100 feet of Planned Parenthood from harassment of any kind. we are both physicians and know well the issues suffered by women and girls who get pregnant unexpectedly or who need to terminate a pregnancy because of complications or personal issues. This is a TOP ISSUE for us in terms of safety, equity, compassion and then how we will vote for public officers. Thank you, Anne Benham MD We live in SAn Mateo .

40 of 406

ORDINANCE ADOPTION
From: Karen Finnegan < >
Sent: Thursday, May 19, 2022 6:49 PM
To: Prasanna Rasiah <[email protected]>
Subject: Planned Parenthood barriers

Dear Ms. Prasiah,
I am writing to you to voice my support of a 100 ft barrier for clients of Planned Parenthood.

Thank you,
Karen Finnegan

41 of 406
From: Kyle Gorman < >
Sent: Wednesday, May 18, 2022 3:10 PM
To: Prasanna Rasiah <[email protected]>
Subject: Planned Parenthood fence

Dear Prasiah,
Just wanted to add my name to the many who support creating a 100ft buffer from Planned Parenthood. This would include a prohibition on individuals from harassing or intimidating persons seeking access to the facility within 100 feet of its entrance.

This is an excellent idea and I hope it gets implemented.

Thank you!
Kyle Gorman

42 of 406

ORDINANCE ADOPTION
From: bob labarthe < >
Sent: Tuesday, May 17, 2022 5:52 PM
To: Prasanna Rasiah <[email protected]>
Subject: Buffer zone around San Mateo Planned Parenthood.

To the San Mateo City Council,

I am IN FAVOR of a buffer zone around the San Mateo Planned Parenthood. It is time for all citizens to drive down Baywood and not feel intimidated by the person(s) displaying anti abortion pictures and propaganda.

Robert Labarthe

43 of 406

ORDINANCE ADOPTION
From: Pascale Stemmle <
Sent: Tuesday, May 17, 2022 6:20 PM
To: Prasanna Rasiah <[email protected]>
Subject: Planned parenthood buffer zone

I am a San Mateo resident and I support the 100 ft buffer keeping protestors away from the front of Planned Parenthood. I was unable to attend the meeting last night.

Thank you,
Pascale Stemmle

44 of 406

ORDINANCE ADOPTION
From: Annie Tsai < >
Sent: Thursday, May 19, 2022 11:10 AM
To: Prasanna Rasiah <[email protected]>
Subject: Planned Parenthood feedback

Hi there,

I am not able to attend the council meeting but please include my comments:

Thank you to council for considering additional protections for Planned Parenthood. This is an important organization that provides important womens health to people who otherwise would not have access to it. Our family is very much in support of putting a 100’ buffer in place to protect people coming in and out of the site.

Thank you,
Annie and Tom Tsih

45 of 406

ORDINANCE ADOPTION
From: Carmen Wintergerst < >
Sent: Tuesday, May 17, 2022 9:54 PM
To: Prasanna Rasiah <[email protected]>
Subject: Plan Parenthood support

As a strong supported of women’s rights, I support any stance against violence and prevention of accessing services offered at Plan Parenthood.

I am willing to extend my support by active participation when needed. Together (women) we can do it!

Best,
Carmen Wintergerst

46 of 406

ORDINANCE ADOPTION
From: Victoria Wolcott < >
Sent: Thursday, May 19, 2022 10:07 AM
To: Prasanna Rasiah <[email protected]>
Subject: Planned Parenthood Buffer Zone

Hello,
I read this morning in Next Door that the 5/16 City Council would discuss creating a 100 foot buffer zone around the local Planned Parenthood facility to protect clients from harrassment. Two days later, if not too late, I'd like to add my enthusiastic support of this idea.

Thank you,
Victoria Wolcott

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CITY OF SAN MATEO
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CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 5 Section Name: CONSENT CALENDAR File ID: 22-6130 TO: City Council
FROM: Drew Corbett, City Manager
PREPARED BY: Information Technology Department
MEETING DATE: June 06, 2022
SUBJECT:

Library Personal Computer Replacements – Purchase
RECOMMENDATION:

Adopt a Resolution to approve an alternative purchasing procedure and approve a Master Purchasing Agreement and Participating Addendum with CDW-G for the purchase of personal computers in an amount not-to-exceed $110,843.23, and authorize the Director of Information Technology to execute the agreement in substantially the form presented.

BACKGROUND:

The City’s personal computer (PC) replacement strategy is to replace PCs after five years of service to mitigate maintenance issues and support problems, and to keep equipment within industry standards. The PC replacement fund is based on this amortization schedule, with approximately 80 PCs currently identified as due for replacement.

The past two purchase cycles, on October 18th, 2021, and January 21, 2020, have utilized this recommended alternative purchasing procedure, which provides the City the benefit of negotiated best available prices. This purchase represents a continuation of these established PC replacement standards and purchasing practices, with this current cycle replacing staff and patron PCs for the City’s Library Department.

Staff obtained the quotation for the proposed purchase through a purchasing cooperative known as the National Intergovernmental Purchasing Alliance (NIPA) with the City of Mesa, Arizona as the lead agency. NIPA contracts allow participants to pay less through competitively solicited, evaluated, and awarded contracts that leverage the cooperative buying power of local government agencies, avoiding costs normally associated with the development of highly technical bid specifications, while assuring that competitive prices were received. CDW-G is a participating vendor under NIPA contract #2018011-01 and is recommended because the quality of its customer support and services. A quotation from CDW-G is provided for reference. The continued use of Lenovo products is recommended due to Lenovo’s efficient warranty and replacement policy, and because Lenovo products have proven to be of high quality, stable and reliable, with a low hardware failure rate.

Municipal Code section 3.60.070(h)(3) provides that the City may use any purchasing procedures approved by the City Council, if the City Council makes a finding concurrent with the award of the contract that the procedures are in the best interest of the City. Utilizing NIPA’s procurement service is in the best interest of the City because it offers competitively priced contracts for goods and services, allows the City to avoid costs normally associated with the development of highly technical bid specifications, and assures that competitive prices are received. Based on the above, staff recommends approving the purchase of 80 personal computers pursuant to the Master Purchasing Agreement and Participating Addendum with CDW-G for an amount not to exceed $110,843.23. 48 of 406

CITY OF SAN MATEO
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BUDGET IMPACT:

Funds have been accrued and are available through the Computer Replacement Fund for this purchase. The total amount of the purchase will be $110,843.23.

ENVIRONMENTAL DETERMINATION:

This agreement is exempt from CEQA, because it can be seen with certainty that there is no possibility the purchase of personal replacement computers may have a significant effect on the environment. (CEQA Guidelines Section 15061(b)(3).)

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 - Proposed Resolution
Att 2 - CDW-G Pricing Quote
Att 3 - City of Mesa, AZ NIPA agreement
Att 4 - City of Mesa, AZ Amendment 1

STAFF CONTACT
Curtis Joe, Technical Support Supervisor
[email protected]
(650) 522-7075
Pete Owen, Director, Information Technology
[email protected]
(650) 522-7074
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CITY OF SAN MATEO
RESOLUTION NO. ____ (2022)

APPROVING AN ALTERNATIVE PURCHASING PROCEDURE FOR A PURCHASE ORDER WITH CDW-G FOR THE

PURCHASE OF REPLACEMENT PERSONAL COMPUTERS
WHEREAS, the City replaces personal computers for staff and patron use on an ongoing basis once they have exceeded their operational lifespan; and
WHEREAS, the City has identified approximately 80 personal computers that have reached the end of their operational lifespan per the replacement schedule; and WHEREAS, Municipal Code section 3.60.070(h)(3) provides that the City may use purchasing procedures approved by the City Council if the City Council makes a finding concurrent with the award for the contract that the procedures are in the best interest of the City for the particular contract; and WHEREAS, the City as a public sector agency may participate in the National Intergovernmental Purchasing Alliance (NIPA) which offers contracts that have been competitively bid and negotiated; and WHEREAS, CDW-G is a participating vendor under a current NIPA contract; and WHEREAS, CDW-G is the preferred vendor due to the quality of its customer support and services; and WHEREAS, the Department of Information Technology has determined Lenovo brand personal computers purchased from CDW-G best meets the City’s needs since Lenovo brand personal computers have proven to be of high quality, reliable, and with a low hardware failure rate.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN MATEO, CALIFORNIA, FINDS and RESOLVES that:

1. This Council action is exempt from CEQA, because it can be seen with certainty that there is no possibility the purchase of personal replacement computers may have a significant effect on the environment. (CEQA Guidelines Section 15061(b)(3).)

2. Pursuant to Municipal Code section 3.60.070 (h)(3), the purchase of approximately 80 personal computers from CDW-G through the National Intergovernmental Purchasing Alliance (NIPA) is in the best interest of the City because:
The NIPA procurement service offers competitively priced contracts for goods and services; and
The NIPA procurement service avoids costs normally associated with the development of highly technical bid specifications, while assuring that competitive prices were received.

3. The purchase of approximately 80 personal computers in a total amount not to exceed $110,843.23 is approved.

4. The purchase order to CDW-G for approximately 80 personal computers in a total amount not to exceed $110,843.23 is approved, in accordance with the terms of the NIPA Contract Number 2018011-01 through the City of Meza, AZ.
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5. The Director of Information Technology is authorized to execute the purchase order on behalf of the City.
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Page 1 of 3 ends

QUOTE CONFIRMATION
DEAR CURTIS JOE,Thank you for considering CDWG LLC for your computing needs. The details of your quote are below. Click here to convert your quote to an order.

QUOTE# QUOTEDATE QUOTEREFERENCE CUSTOMER# GRANDTOTALMSHV5914/19/2022MSHV5916671948$110,843.23 IMPORTANT-PLEASEREADFees applied to item(s): 6981349
QUOTEDETAILSITEM QTY CDW# UNITPRICE EXT.PRICELVO P350 I7-11700 W10P MC980720782 6981348$1,775.00$3,550.00Mfg. Part#: 30E4S6HD00-MC98072078Workstation TS P350_W580_ES_TW_RWindows 10 Pro 64 preinstalledthroughdowngrade rights in Windows 11 Pro6411th Generation Intel Corei7-11700Processor (2.50 GHz up to 4.90 GHz)16 GB DDR4-3200MHz (UDIMM) (2)512 GB SSD M.2 2280 PCIe Gen4Performance TLC OpalNVIDIA GeForce RTX 3060 12GBGDDR6USB, Traditional, Black - English(US)KB3 Year On-siteContract: Sourcewell 081419-CDW Tech Catalog (081419#CDW)LVO M90A I5-12400 W11P MC9807207870 6981349$1,275.00$89,250.00Mfg. Part#: 11VGS04B00-MC98072078Desktop TC M90a Gen 3_IntelQ670_ES_AIO_WARRANTY 3Y Premier SupportWindows 11 Pro 64 English23.8" All In One Multi-touch12th Generation Intel Corei5-12400Processor(2.50 GHz up tp 4.40 GHz)16 GB DDR4-3200MHz (SoDIMM)512 GB SSD M.2 2280 PCIe Gen4 TLCOpalIntel Wi-Fi 6 AX201 2x2 AX &Bluetooth 5.2with vProD06 3Y OnsitePKG AIO W/FF Moni Stand WWContract: Sourcewell 081419-CDW Tech Catalog (081419#CDW)LVO M90T I5-12400 W11P MC980720788 6981350$999.00$7,992.00Mfg. Part#: 11TMS01200-MC98072078Desktop TC M90t Gen 3_IntelQ670_TWR_ES_WARRANTY 3Y Premier SupportWindows 11 Pro 64 English12th Generation Intel Corei5-12400Processor(2.50 GHz up tp 4.40 GHz) 52 of 406

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QUOTEDETAILS(CONT.)16 GB DDR5-4400MHz (UDIMM)512 GB SSD M.2 2280 PCIe Gen4Performance TLC OpalSlim DVD ROM 9.0mmIntegrated GraphicsUSB, Traditional, Black - English(US)USB Calliope Mouse BlackUSB-C 4 Front 4 Rear USB PortsIntel Wi-Fi 6E AX211 2x2 AX &Bluetooth5.0 or above with vProUSB Traditional KB BKContract: Sourcewell 081419-CDW Tech Catalog (081419#CDW)RECYCLINGFEEDETAILSITEM QTY CDW# UNITPRICE EXT.PRICERECYCLING FEE 15" TO LESS THAN 35"Fee Applied to Item: 698134970 654810$5.00$350.00 PURCHASERBILLINGINFO SUBTOTAL $100,792.00Billing Address:CITY OF SAN MATEOSTEVE ENGLE330 W 20TH AVESAN MATEO, CA 94403-1388Phone: (650) 522-7062Payment Terms: Net 30 Days-Govt State/Local SHIPPING $0.00RECYCLINGFEE $350.00SALESTAX $9,701.23GRANDTOTAL $110,843.23DELIVERTO Pleaseremitpaymentsto:Shipping Address:CITY OF SAN MATEOCURTIS JOE330 W 20TH AVESAN MATEO, CA 94403-1388Phone: (650) 522-7062Shipping Method: DROP SHIP-GROUND CDW Government75 Remittance DriveSuite 1515Chicago, IL 60675-1515 Need Assistance? CDWG LLC SALES CONTACT INFORMATION
Kenny Stoller | (877) 246-8092| [email protected]
LEASEOPTIONSFMV TOTALFMV LEASE OPTIONBO TOTALBO LEASE OPTION$101,142.00$2,684.31/Month$101,142.00$3,108.09/Month Monthly payment based on 36 month lease. Other terms and options are available. Contact your Account Manager for details. Payment quoted issubject to change. Why finance? Lower Upfront Costs. Get the products you need without impacting cash flow. Preserve your working capital and existing credit line. Flexible Payment Terms. 100% financing with no money down, payment deferrals and payment schedules that match your company's businesscycles. Predictable, Low Monthly Payments. Pay over time. Lease payments are fixed and can be tailored to your budget levels or revenue streams. Technology Refresh. Keep current technology with minimal financial impact or risk. Add-on or upgrade during the lease term and choose toreturn or purchase the equipment at end of lease. Bundle Costs. You can combine hardware, software, and services into a single transaction and pay for your software licenses over time! Weknow your challenges and understand the need for flexibility. General Terms and Conditions: This quote is not legally binding and is for discussion purposes only. The rates are estimate only and are based on a collection of industry datafrom numerous sources. All rates and financial quotes are subject to final review, approval, and documentation by our leasing partners.Payments above exclude all applicable taxes. Financing is subject to credit approval and review of final equipment and services configuration.Fair Market Value leases are structured with the assumption that the equipment has a residual value at the end of the lease term. 53 of 406

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This quote is subject to CDW's Terms and Conditions of Sales and Service Projects athttp://www.cdwg.com/content/terms-conditions/product-sales.aspxFor more information, contact a CDW account manager© 2022 CDWG LLC 200 N. Milwaukee Avenue, Vernon Hills, IL 60061 | 800.808.4239 54 of 406
City of Mesa, AZ
Contract # 2018011-01
for
Information Technology Solutions and Services
with
CDW Government, LLC
Effective: March 1, 2018
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The following documents comprise the executed contract between the City of Meza, AZ and CDW Government, LLC., effective March 1, 2018:

I. Executed Contract
II. Mayor and Council Approval
III. Supplier Response
IV. Original RFP
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AGREEMENT PURSUANT TO SOLICITATION

CITY OF MESA AGREEMENT NUMBER 2018011

INFORMATION TECHNOLOGY SOLUTIONS & SERVICES

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

AND

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

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CITY OF MESA AGREEMENT PURSUANT TO SOLICITATION

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

RECITALS

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

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

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

TERMS & CONDITIONS

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

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

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

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

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

2. Scope of Work . The Contractor will provide the necessary staff, services and associated resources to provide the City with the services, materials, and obligations attached to this Agreement as Exhibit A (“Scope of Work”) Contractor will be responsible for all costs and expenses incurred by Contractor that are incident to the performance of the Scope of Work unless otherwise 58 of 406

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

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

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

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

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

1. Mesa Standard Terms & Conditions (Exhibit C)

2. Pricing (Exhibit B)

3. Scope of Work (Exhibit A)

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

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

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

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

6.1 Prices. All pricing discounts shall be firm for the Term and all extensions or renewals of the Term except where otherwise provided in this Agreement, and will include all costs of the Contractor providing the materials/service including transportation, insurance and 59 of 406

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

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

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

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

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

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

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

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

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

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

7. Insurance.

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

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

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

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

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

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

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

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

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

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

7.9.1 Worker’s compensation insurance in accordance with the provisions of Arizona law. If Contractor operates with no employees, Contractor must provide the City 61 of 406

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

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

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

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

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

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

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

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

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

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

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

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

12. Counterparts and Facsimile or Electronic Signatures. This Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original and all of which, taken together, will constitute one agreement. A facsimile or other electronically delivered signature to the 62 of 406
63 of 406

EXHIBIT A

SCOPE OF WORK

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

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

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

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

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

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

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

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

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

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

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EXHIBIT A

SCOPE OF WORK

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

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

h. Services:

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

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

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

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

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

PRICING

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

4.00% All
2) Group 2 - Input Devices
5) Keyboards 6.75% All
6) Mice 6.75% All
7) Imaging Scanners 3.00% All
8) POS Scanners 3.00% All
9) Pointing Devices 3.50% All
10) Bar Code Readers 4.25% All
11) Audio Input 15.00% All
12) Input Adapters 5.00% All
13) PC and Network Cameras 5.50% All
14) Input Cables 15.00% All
15) Input Accessories 6.75% All
3) Group 3 - Output Devices
16) Displays 3.50% All
17) Printers 3.00% All
18) Inkjet Printers 3.00% All
19) Inkjet Photo Printers 3.00% All
20) Laser Printers 3.00% All
21) Label Printers 4.25% All
22) Dot Matrix Printers 3.00% All
23) Multi-Function Printers 3.00% All
24) Wide Format Printers 3.00% All
25) Multi-Function Inkjet Printers 3.00% All
26) Wide Format Printers 3.00% All
27) Fax Machine Printers 3.00% All
28) Printer Accessories 3.00% All
29) Projectors 3.50% All
30) Projector Accessories 3.50% All
31) Audio Input 15.00% All
32) Video Cards 3.50% All
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EXHIBIT B

PRICING

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33) Sound Cards 3.50% All
34) Output Accessories 6.75% All
35) Printer Consumables 3.00% All
4) Group 4 - Memory
36) Desktop 13.00% All
37) Flash 5.50% All
38) Networking 13.00% All
39) Notebook 13.00% All
40) Printer / Fax 13.00% All
41) Server 13.00% All
5) Group 5 - Storage Devices
42) Adapters Fiber Channel 5.50% All
43) Adapters FireWire / USB 5.50% All
44) Adapters IDE/ATA/SATA 5.50% All
45) Adapters RAID 5.50% All
46) Adapters SCSI 5.50% All
47) Bridges & Routers 5.50% All
48) Disk Arrays 5.50% All
49) Disk Arrays JBOD 5.50% All
50) Drives Magneto-Optical 5.50% All
51) Drives Removable Disks 5.50% All
52) Fiber Channel Switches 5.50% All
53) Hard Disks - External 5.50% All
54) Hard Disks - Fiber Channel 5.50% All
55) Hard Disks - IDE/ATA/S 5.50% All
56) Hard Disks - Notebook 5.50% All
57) Hard Disks - SCSI 5.50% All
58) Networking Accessories 5.50% All
59) Optical Drives - CD-ROM 5.50% All
60) Optical Drives - CD-RW 5.50% All
61) Optical Drives - DVD-CD 5.50% All
62) Optical Drives - DVD-RW 5.50% All
63) Storage Accessories 5.00% All
64) Storage - NAS 5.00% All
65) Storage - SAN 5.00% All
66) Tape Autoloaders -AIT 5.00% All
67) Tape Autoloaders - DAT 5.00% All
68) Tape Autoloaders - DLT 5.00% All
69) Tape Autoloaders - LTO 5.00% All
70) Tape Drives - 4mm 5.00% All
67 of 406

EXHIBIT B

PRICING

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71) Tape Drives - 8mm/VXA 5.00% All
72) Tape Drives - AIT 5.00% All
73) Tape Drives - DAT 5.00% All
74) Tape Drives - DLT 5.00% All
75) Tape Drives - LTO/Ultrium 5.00% All
76) Tape Drives SDLT 5.00% All
77) Tape Drives - Travan 5.00% All
6) Group 6 - Network
Equipment
78) 10/100 Hubs & Switches 5.50% All
79) Bridges & Routers 5.50% All
80) Gigabit Hubs & Switches 5.50% All
81) Concentrators & Multiplexers 5.50% All
82) Hardware Firewalls 5.50% All
83) Intrusion Detection 5.50% All
84) KVM 4.00% All
85) Modems 5.50% All
86) Network Test Equipment 5.50% All
87) Network Adapters 5.50% All
88) Network Cables 15.00% All
89) Network Accessories 5.50% All
90) Repeaters & Transceivers 5.50% All
91) Wireless LAN Accessories 5.50% All
92) Token Authentication 5.50% All
93) 10G Fiber Optic Transceivers 5.50% All
94) 1G Fiber Optic Transceivers 5.50% All
7) Group 7 - Software
95) Licensing Packages
(e.g. Microsoft)

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

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

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

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

SERVICE

STANDARD
HOURLY
RATE

DISCOUNT FROM

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

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

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

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

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

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

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

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

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

Solution Domain Discipline Technology Domain Role

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

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

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

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

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

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

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

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

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

CDW•G Configuration Services
Service
Group EDC Description

Advertised
Price
Contract
Discount
Contract
Ceiling
Price
Hardware Configurations and Priority Service
Priority 1625768 PRIORITY SERVICE $ 21.99 5% $ 20.89 Hardware 1706188 CDW Hardware Install for Server $ 32.99 5% $ 31.34 Hardware 1706189 CDW Hardware Install for DT-LT $ 17.99 5% $ 17.09 Hardware 1820627 CDW Hardware Install for Netcom $ 22.99 5% $ 21.84 Hardware 3558560 CDW MOBILE DEVICE SIM CARD INSTALL $ 9.99 5% $ 9.49 Hardware 2437037 CDW RACK CONFIG 1 CREDIT $ 82.99 5% $ 78.84 Hardware 3803338 CDW HARDWARE INSTALL FOR PRINTER $ 32.99 5% $ 31.34 Asset Tagging
Asset Tags 322170 CDW ASSET TAGS NO INSTALL MAIL ONLY $ 0.98 5% $ 0.93 Asset Tags 338519 CDW ASSET TAG W/O INSTALL $ 9.99 5% $ 9.49 Asset Tags 338521 CUSTOMER ASSET TAG CONFIG SERVICE $ 9.99 5% $ 9.49 Asset Tags 500814 CDW CREATE CUSTOM TAG/LABEL $ 29.99 5% $ 28.49 Asset Tags 500815 BASIC CUSTOM TAG $ 9.99 5% $ 9.49 Asset Tags 500817 INTERMEDIATE CUSTOM TAG $ 17.99 5% $ 17.09 76 of 406

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Asset Tags 500818 ADVANCED CUSTOM TAG $ 22.99 5% $ 21.84 Asset Tags 537315 CDW CREATED CUSTOM TAG – MAIL ONLY $ 1.22 5% $ 1.16 Asset Tags 955862 CDWG UID TAG/LABEL $ 9.99 5% $ 9.49 Asset Tags 1095109 CDW RFID TAG $ 61.99 5% $ 58.89 Asset Tags 3465262 BASIC CUSTOM TAG W/BOX DUP TAG $ 10.99 5% $ 10.44 Asset Tags 3465269 CUSTOMER ASSET TAG W/BOX DUP REQ6330 $ 10.99 5% $ 10.44 Asset Tags 4347185 CUSTOMER ASSET TAG W BOX DUP REQ6247 $ 12.99 5% $ 12.34 Asset Tags 3465895 INTERMEDIATE CUSTM TAG W-BOX DUP TAG $ 21.99 5% $ 20.89 Asset Tags 3982815 ADV CUSTOM TAG W/BOX DUP $ 24.99 5% $ 23.74 Configuration Service Bundles
Bundle 2342089 CDW HW IMAGE CDW ASSET TAG-REQ1173 $ 45.99 5% $ 43.69 Bundle 2342092 CDW HW IMAGE BASIC CUSTM TAG-REQ1174 $ 52.99 5% $ 50.34 Bundle 2342096 CDW HW IMAG CUSTMR ASSET TAG-REQ1175 $ 52.99 5% $ 50.34 Bundle 2342098 CDW IMAG CSTMR ASSET TAG PRI-REQ1176 $ 46.99 5% $ 44.64 Bundle 2342102 CDW IMAGE CDW ASSET TAG PRI-REQ1177 $ 39.99 5% $ 37.99 Bundle 2342106 CDW HW IMAGE PRIORITY-REQ1178 $ 53.99 5% $ 51.29 Bundle 2423730 CDW HW IMAGE CDW ASSET PRI-REQ1193 $ 53.99 5% $ 51.29 Bundle 2423732 CDW HW IMG BSC CSTM TAG PRI-REQ1194 $ 59.99 5% $ 56.99 Bundle 2423734 CDW HW IMAG CUSTMR ASSET PRI-REQ1195 $ 59.99 5% $ 56.99 Bundle 2426793 CDW IMAGE CUSTMER ASSET TAG-REQ1197 $ 39.99 5% $ 37.99 Bundle 2426795 CDW IMAGE CDW ASSET TAG-REQ1198 $ 32.99 5% $ 31.34 Bundle 2426798 CDW HARDWARE IMAGE DEPLOY-REQ1199 $ 45.99 5% $ 43.69 Bundle 2853723 CDW IMAGE BASIC CUSTOM TAG-REQ1324 $ 39.99 5% $ 37.99 Bundle 2853726 CDW IMAGE BIOS CUSTOMIZATION-REQ1325 $ 39.99 5% $ 37.99 Bundle 3269810 CDW HW IMG INTRM TAG CMPTRAC REQ1901 $ 63.99 5% $ 60.79 Bundle 3327808 CDW LIGHT TOUCH IMAGE DEPLOY W-VPN $ 42.99 5% $ 40.84 Bundle 4008018 LEVEL 1 IOS\ETCH INSERT REQ 5075 $ 39.99 5% $ 37.99 Bundle 4008025 LEVEL 1 IOS\ETCH REQ 5076 $ 33.99 5% $ 32.29 Bundle 4041681 IOS LVL1 & SRVC CUST INSERT REQ5156 $ 28.99 5% $ 27.54 Bundle 4056755 INT CUST TAG&DUP + DATA CAP CONTRACT $ 21.99 5% $ 20.89 Bundle 4086733 CDW LT IMAGE DEPLOY W/VPN&BOX LABEL $ 44.99 5% $ 42.74 Bundle 4171085 COI SPECOPS & PROJECTMANGEMENT R5611 $ 569.99 5% $ 541.49 Diagnostics
Diagnostics 214266 CDW BURN IN 12 HOURS $ 21.99 5% $ 20.89 Imaging
Imaging 195856 CDW INSTALLING CUSTOM SERVER IMAGE $ 113.99 5% $ 108.29 Imaging 247489 HILL ROM CREATE CUSTOM RESTORE CD $ 49.99 5% $ 47.49 Imaging 266912 CDW APPLE IMAGE DEPLOYMENT $ 32.99 5% $ 31.34 Imaging 283926 CDW MASTER IMAGE CREATION CREDIT $ 183.99 5% $ 174.79 Imaging 379370 CDW INSTALLING CUSTOM PDA IMAGE $ 17.99 5% $ 17.09 Imaging 534223 CDW STANDARD IMAGE DEPLOYMENT DT/NB $ 32.99 5% $ 31.34 Imaging 763587 FLASH DRIVE IMAGING $ 9.99 5% $ 9.49 Imaging 763593 CDW USB RESTORE UPTO 16GB $ 39.99 5% $ 37.99 Imaging 809048 CDW MAINTAIN CUSTOM PC IMAGE-CREDIT $ 31.99 5% $ 30.39 Imaging 1640342 CDW INSTALLING ALTIRIS SERVER IMAGE $ 113.99 5% $ 108.29 Imaging 1926223 CDW TERMINAL IMAGE DEPLOYMENT $ 32.99 5% $ 31.34 Imaging 2691836 CDW ZERO TOUCH IMAGE DEPLOYMENT $ 32.99 5% $ 31.34 Imaging 2798606 CDW IMAGE MODEL MIGRATION CREDIT $ 113.99 5% $ 108.29 77 of 406

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Imaging 2869570 CDW USB RESTORE UPTO 32GB $ 52.99 5% $ 50.34 Imaging 3652393 CDW CREATE CUSTOM RECOVERY PARTITION $ 353.99 5% $ 336.29 Imaging 3765107 SERVER RACKING ADV IMAGING SVC $ 219.99 5% $ 208.99 Imaging 3982809 CDW USB RESTORE SVC UPTO 64GB $ 63.99 5% $ 60.79 Imaging 4008336 CHROME WHITE GLOVE SERVICE TIER1 $ 22.93 5% $ 21.78 Imaging 4008354 CHROME WHITE GLOVE SERVICE TIER2 $ 24.93 5% $ 23.68 Imaging 4419882 CHROME UNMANAGED KIOSK APP INSTALL $ 28.92 5% $ 27.47 Imaging 4086723 CDW IMAGE DEPLOY W BOX LABEL REQ6281 $ 33.99 5% $ 32.29 Imaging 4086738 CDW SCCM SRV-ZERO TOUCH W/BOX LABEL $ 33.99 5% $ 32.29 Laser Etching / Color Branding
Laser Etching 1461344 CDW LASER ETCHING-TIER 1 STATIC SML $ 11.00 5% $ 10.45 Laser Etching 2815190 CDW LASER ETCHING-TIER 2 STATIC LRG $ 15.00 5% $ 14.25 Laser Etching 2815191 CDW LASER ETCHING-TIER 3 DYNAMIC $ 22.00 5% $ 20.90 Color Branding 3223260 CDW COLOR BRANDING TEMPLATE $ - 5% $ - Color Branding 4100630 CDW COLOR BRANDING TIER 1 $ 15.00 5% $ 14.25 Color Branding 3223250 CDW COLOR BRANDING TIER 2 $ 22.00 5% $ 20.90 Color Branding 3436605 CDW COLOR BRANDING TIER 3 $ 30.00 5% $ 28.50 Mobile Carts
Mobile Carts 4466480 CDW CHROMEBOOK WIRE CART CONFIG $ 120.00 5% $ 114.00 Netcom
Netcom 311718 CDW NETWORK & SECURITY DEVICE CONFIG $ 40.00 5% $ 38.00 Netcom 1550455 CDW NETWORK & SEC CHASSIS CONFIG BUN $ 100.00 5% $ 95.00 Netcom 1550460 CDW NETWORK & SEC DEVICE CONFIG BUN $ 65.00 5% $ 61.75 Netcom 2394839 CDW NETWORK & SEC CHASSIS CONFIG $ 70.00 5% $ 66.50 Netcom 2432019 CDW VPN DOMAIN JOIN ONLY $ 8.00 5% $ 7.60 Netcom 3628500 CDW VPN DOMAIN JOIN ONLY-PCA $ 8.00 5% $ 7.60 Netcom 3651585 CDW AP/ENDPOINT PROVISIONING $ 30.00 5% $ 28.50 Netcom 4121801 CDW AP/ENDPOINT FIRMWARE UPDATE $ 16.00 5% $ 15.20 Netcom 4219966 CDW CLIENT VPN CONFIGURATION $ 12.00 5% $ 11.40 Other
Other 504311 CDW HP ILO ACTIVATION $ 12.00 5% $ 11.40 Other 872360 CDW SYSTEM BIOS/FIRMWARE UPG $ 16.00 5% $ 15.20 Other 1197175 CDW CUSTOM IP CONFIGURATION $ 12.00 5% $ 11.40 Other 1197180 CDW BIOS CUSTOMIZATION $ 5.00 5% $ 4.75 Other 1369901 CDW SRVC CUSTOM ADDED INSERTS $ 5.00 5% $ 4.75 Other 1369904 CDW DDS / COMPUTRACE ACTIVATION $ 5.00 5% $ 4.75 Other 1369905 CDW DATA CAPTURE & TRACKING SRVC $ 5.00 5% $ 4.75 Other 1713539 CDW SPECIAL CONFIG REQ - 1 CREDIT $ 5.00 5% $ 4.75 Other 1713542 CDW SPECIAL CONFIG REQ - 6 CREDITS $ 30.00 5% $ 28.50 Other 1713544 CDW SPECIAL CONFIG REQ - 12 CREDITS $ 60.00 5% $ 57.00 Other 2366694 CDW APPLE IOS CUSTOMIZATION LVL 1 $ 15.00 5% $ 14.25 Other 2366709 CDW APPLE IOS CUSTOMIZATION LVL 2 $ 30.00 5% $ 28.50 Other 2613286 CDW ANDROID CUSTOMIZATION LVL 1 $15.00 5% $ 14.25 Other 2613287 CDW ANDROID CUSTOMIZATION LVL 2 $ 30.00 5% $ 28.50 Other 2671476 CDW SCREEN OVERLAY INSTALL SERVICE $ 8.00 5% $ 7.60 Other 2696504 CDW Hard Drive Data Encryption DT/NB $ 12.00 5% $ 11.40 Other 2828923 CDW SAS RAID Activation $ 12.00 5% $ 11.40 Other 2858009 CDW KINDLE AD REMOVAL REQ1329 $ 30.00 5% $ 28.50 78 of 406

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

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

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EXHIBIT C

MESA STANDARD TERMS AND CONDITIONS

Page 24 of 32 ends

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

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

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

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

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

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

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

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

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

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

Specifically, all Contractor personnel who are working under this Agreement must be notified in writing by Contractor that they are prohibited from the manufacture, distribution, dispensation, possession, or unlawful use of a controlled substance in the workplace. 80 of 406

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

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

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

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

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

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

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

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

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

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

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

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

20. TERMINATION FOR CONFLICT OF INTEREST (A.R.S. § 38-511). Pursuant to A.R.S. § 38-511, the City may cancel this Agreement w ithin three (3) years after its execution, without penalty or 83 of 406

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

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

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

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

24. INDEMNIFICATION/LIABILITY.

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

AFFILIATES HEREUNDER, INCLUDING INDEMNIFICATION OF CITY BY CONTRACTOR,

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

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

HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES EITHER EXPRESS OR IMPLIED, 84 of 406

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

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

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

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

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

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

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

28. OWNERSHIP.
a. Except as it pertains to the Wor k Product in Subsection (b) below, a ll deliverables, services, and information provided by Contractor or the City pursuant to this Agreement (whether electronically or manually generated) including without limitation, reports, test plans, and survey results, graphics, and technical tables, originally prepared in the performance of this Agreement, are the property of the City and will not be used or released by Contractor or any other person except with prior written permission by the City. b. City's rights to Work Product (meaning deliverables to be provided or created individually or jointly in connection with the services, not materials, provided by Contractor , including but not limited to, all inventions, discoveries, methods, processes, for mulae, ideas, concepts, techniques, know -how, data, designs, models, prototypes, works of authorship, computer programs, proprietary tools, methods of analysis and other information, whether or not capable of protection by patent, copyright, trade secret, confidentiality, or other proprietary rights, or discovered in the course of performance of this Agreement that are embodied in such work or materials) will be, upon payment in full, a non -transferable, non-exclusive, royalty-free license to use such Work Product solely for City's internal use. City obtains no ownership or other property rights thereto. City agrees that Contractor may incorporate intellectual property created by third parties into the Work Product and that City’s right to use such Work Prod uct may be subject to the rights of, and limited by agreements with, such third parties 85 of 406

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

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

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

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

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

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

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

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

37. FORCE MAJEURE. Failure by either party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control, including acts of nature, acts of the public enemy, riots, fire, explosion, legislation, and governmental regulation. The party whose performance is so affected will within five (5) calendar days of the unforeseeable circumstance notify the other party of all pertinent facts and identify the force majeure event. The party whose 86 of 406

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

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

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

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

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

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

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

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

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

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

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

42. INTEGRATION CLAUSE. This Agreement, including all attachments and exhibits hereto, supersede all prior oral or written agreements, if any, between the parties and constitutes the entire agreement between the parties with respect to the work to be performed. 87 of 406

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

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

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

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

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

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City of Mesa
Information Technology Solutions and Services
Solicitation #2018011
October 23, 2017
Original
CDW Government LLC
230 N. Milwaukee Ave.

Vernon Hills, IL 60061
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Table of Contents
Tab 1- Letter of Transmittal ................................................................................................ Front Page Executive Summary ............................................................................................................................. 4 Tab 2 ...................................................................................................................................................... 7 Response to National IPA Cooperative Contract ......................................................................................................... 7 Tab 3 .................................................................................................................................................... 41 Pricing Forms ................................................................................................................................................. 41 Tab 4 .................................................................................................................................................... 44 Qualifications (Abilities, Experience, and Expertise) .................................................................................. 44 Tab 5 .................................................................................................................................................... 49 Technology ..................................................................................................................................................... 49 Tab 6 .................................................................................................................................................... 59 Other Forms .................................................................................................................................................... 59 Vendor Information Form
Exceptions and Confidential Information Form
General Questionnaire Form
Lawful Presence Affidavit
Respondent Certification Form
Respondent Questionnaire
W-9 Form and Certificate of Insurance
Tab 7 .................................................................................................................................................... 60 Appendix ......................................................................................................................................................... 60 Mark Ellis Resume
Pat O'Brien Resume
CDW•G Return Policy

CDW Government LLC Page 3 of 61 October 23, 2017
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City of Mesa Information Technology Solutions and Services

Executive Summary
The City of Mesa, through this solicitation, has partnered with the National Intergovernmental Purchasing Alliance Company (“National IPA”) to enable public and non- public entities in Arizona to
purchase all manner of IT solutions
and services. Understanding that
value and efficiency in procurement
are hot-button issues for the City of
Mesa, we have kept that as our
guiding principles for the response
contained herein. As states and municipalities work within constrained budgets, now more than ever, value and sound purchasing practices of utmost importance when choosing an IT solutions provider and partner. CDW Government LLC (“CDW•G”) has been a reliable partner of National IPA for over a decade with a demonstrable track record of delivering outstanding IT solutions, with efficient delivery, and all of the benefits that come from this contract.

What sets our offer apart from what our competition will provide is that our approach to our customers is to treat them as a partner. Everything that we do as a company revolves around the main focus of our business: our customers. Because we provide solutions to a variety of entities (from public to private; small businesses and rural communities, to the federal government and large municipalities), we know that solutions aren’t “one-size fits all.” Tailoring our solutions to our customers requires us to get to know you and meet you where you are to gain a better understanding of what drives your business.

Evidenced by our ten year successful relationship with the team at National IPA, our approach to IT solutions reflects a belief that true value comes from delivering to our customers exactly what they want, when they want it. Efficient online purchasing, dedicated support, highly certified services providers, and contract compliance are only a few of the features of what we can deliver to the City of Mesa.

Contract Excellence
Understanding that compliance with city policy and state financial statutes is important to the City of Mesa, we have built our response to Mesa around our approach to working with government customers. We know that the City of Mesa has legal and regulatory compliance requirements to which you have to adhere. That is why our approach incorporates your regulatory compliance needs and builds your contract around those obligations. Contract participants’ Account Center has a wealth of information which will enable them to make better informed purchasing decisions and provide them reports on purchases, updated pricing, and much more.

What differentiates us from our competition is our Program Management team who oversee the administration of negotiated contracts. While some of our competition may have one or two individuals tasked to ensure contract compliance, we maintain a team of highly trained professionals whose sole goal is ensure that we meet our commitments to our contract customers. Program Managers also work with our Marketing department to promote your contract and educate our sales force on the particularities of the contract. Our Program Management teams work to make sure that our sales teams are educated on the contract requirements.

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Our Program Management team also compiles a variety of reports, ranging from updated pricing and product options to purchase history and analyses of the success of the contract.

Some of the features of what we will provide you are:
o Understand and Comply with all applicable statutory and contractual provisions;
o Maintain consistent, contract-compliant pricing;
o Comply with any security requirements;
o Follow proper protocols, including obtaining customer approval, prior to making any substitutions or deviations from the original contract requirements and specifications;
o Engage directly, honestly and truthfully in our discussions with agency representatives and government employees
In addition to a flexible contract, contract participants will enjoy the advantages of a dynamic pricing structure. As CDW•G employs a vendor-neutral approach to IT solutions, we leverage that method to deliver better pricing to our customers. Because of our size and reputation in the IT marketplace, we have the ability to deliver volume discounts, exclusive pricing, and special promotions unavailable with other IT solution providers.

National Services Presence
We have over 30 offices around the United States. Meeting contract participants where they are is really important to us: We want to understand our customers’ needs, their environment, the particularities that make contract participants the unique customers they are. Understanding what drives purchasing decisions helps us provide more tailored solutions. We have a national network of service providers, all trained in the latest approaches, methodologies, and solutions, consistently carrying the highest level of OEM certifications. This means that when contract participants need us to come into their environments and provide guidance, they can be sure that they’re receiving guidance from seasoned experts with years of experience in solution deployment.

Our Services model offers customers an unusual combination: the close relationship and easy access of a local provider who understands your IT environment inside and out, and the scale, efficiency and resources of a multinational provider. We have 30-plus local branch offices throughout the United States and Canada. So, chances are, we’re within driving distance of contract participants. In addition to our local branches, we have over 1,100 services professionals and a network of trusted service and solutions partners. In fact, because of our national scale, CDW•G is able to identify areas of emerging need for our customers and then ramp up our expertise and resourcing in those areas.

Logistics
One of the many benefits of our proposed solution is how we work with you to deliver your IT purchases. From order placement to delivery, how we bring you your purchases is almost as important to us as what you buy. Making the purchasing and delivery process easier and time-efficient, we work hard to guarantee that you receive the most cost-effective purchasing options available. Your account center will enable you to:

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o Connect with your dedicated account manager and team of specialists; o Create and retrieve quotes and collaborate with your account manager; o Promote IT standards;
o Track orders and shipments;
o Manage purchases and payments;
o Set shipping and billing preferences and manage contact information Factor in our two strategically-located distribution centers that hold $220M of inventory, on average, you can be sure that we have what you need when you need it, and have the ability to get it to you quickly. We maintain both 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. The combined square footage of our distribution centers is three times greater than most of our competition. These locations facilitate quick distribution of products to our growing customer base throughout the country Breadth of Coverage
CDW•G has over 840 Account Manager and 65 Field Representatives forming account teams across five verticals: Higher Education, K12 Education, Healthcare, Federal Government, and State & Local Government. In addition, our account teams are organized geographically: North, South, East, and West which facilitates their ability to be uniquely aware of the local landscape, identifying key partnerships and common local practices for contracting. These account teams are supported by technology specialists and segment technologists who can go deep into particular solution sets with our customers. No other national provider can claim the size and depth of knowledge of our highly skilled account teams, it is a particular point of pride for CDW•G. Wherever our customers are located, CDW•G invests heavily in our sales teams’ ability to meet our customers’ needs.

Summary
The City of Mesa can be confident that by partnering with CDW•G for the National IPA contract, we will be able to meet your needs and deliver the best value for contract participants. Evidenced by our successful ten year relationship with the City of Tucson, Mesa can expect the same level of local attention from a national IT solution provider. We stand ready to bring you a contract that will be tailored to your requirements and considerate of what’s important to you. At every stage of the lifecycle of your contract, your dedicated team of Account Managers, Program Managers, and Service providers is prepared to advise you and work with you to guarantee your total satisfaction; ensuring our commitment to you is consistently met. We are pleased to offer you the following proposal and look forward to being your trusted partner for years to come.

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Tab 2
Program Description and Method of Approach

1. Provide a response to the national program.
a. Include a detailed response to Attachment D, Exhibit A, National IPA Response for National Cooperative contract. Responses should demonstrate a strong national presence, describe how offeror will educate its national sales force about the contract, describe how products and services will be distributed nationwide, include a plan for marketing the products and services nationwide, and describe how volume will be tracked and reported to National IPA.

CDW•G Response:

A. Method of Approach
Response to National IPA Cooperative Contract

1. Provide a response to the national program.

A. Include a detailed response to Attachment B, Exhibit A, National IPA Response for National Cooperative contract. Responses should demonstrate a strong national presence, describe how offeror will educate its national sales force about the contract, describe how products and services will be distributed nationwide, include a plan for marketing the products and services nationwide, and describe how volume will be tracked and reported to National IPA.

3.1 SUPPLIER QUALIFICATIONS
Supplier must supply the following information in order for the Principal Procurement Agency to determine Supplier’s qualifications to extend the resulting Master Agreement to Participating Public Agencies through National IPA.

3.2 Company
A. Brief history and description of your company.

Founded in 1984, CDW is a leading provider of technology solutions to over 250,000 customers composed of small -, medium -, and large- sized public and private entities. CDW Government LLC (CDW•G) is a wholly owned subsidiary of CDW Corporation, incorporated in 1998 to address the specific needs of our government, education, and healthcare customers. Our unique company structure provides our customers products and services only a large national reseller can provide, combined with a local presence typical of a small business. We have a large manufacturer presence in our offices across the country and blanketed in the field with our field account executives. Account Teams are further segmented by agency type, education (K12/High Ed) or government, which allows us to provide each customer with one contact who is knowledgeable of every nuance of their organization.

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than 100,000 name-brand technology products from over 1,100 leading IT manufacturers.

CDW•G delivers more than just product; we also deliver IT solutions. We offer a full range of technology services including: cloud computing, consulting, system configurations, implementation, and training. CDW•G designs and implements complete business solutions that address a full range of complex issues including, but not limited to: Business Continuity, Infrastructure Optimization, Networking, Security Management, and Unified Communications.

B. Total number and location of sales persons employed by your company.

CDW•G currently employs more than 1,456 coworkers, part of our larger organization of 8,800 employees nationwide and in Canada, with over 30 different locations. More than 840 of our CDW•G dedicated sales force are Account Managers, in addition to 65 Field Account Executives placed throughout communities across the nation.

C. Number and location of support centers (if applicable) When CDW•G was awarded a similar contract with National IPA’s involvement in 2008, we had offices in five states and Canada. We have drastically expanded our location portfolio across 20 additional states, and have added second/multiple offices in a number of our original five states and Canada. Currently, we have over 30 separate locations. Speaking specifically to the benefit of this contract, seven of the states with new locations are also in the ten states with the highest historical spend on the contract.

D. Annual sales for the three previous fiscal years.

Below you can see evidence of CDW Corporation's sales growth, CDW•G’s growth, and our growth on the contract as well. CDW•G consistently drives compounding growth in both areas, and anticipates these upward trends to continue. The growth rates of National IPA CDW Government LLC Page 8 of 61 October 23, 2017
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City of Mesa I nformation Technology Solutions and Services exceed the standard rate for CDW•G, demonstrating our results to both grow organically and promote the contract within our existing client base.

Explosive Sales Growth
Year
Annual Revenues YOY Growth
National IPA
($ Millions)
CDW•G
($ Billions)
CDW
($ Billions)
National
IPA CDW•G CDW
2013 $113 $4.2 $10.8
2014 $160.1 $4.9 $12.1 41.5% 16.7% 25.0%
2015 $253.7 $5.1 $13.0 58.5% 4.1% 7.4%
2016 $390 $5.6 $14.0 53.7% 9.8% 7.7%
E. Submit your FEIN and Dun & Bradstreet report.

CDW•G FEIN: 36-4230110
Dun & Bradstreet numbers:

CDW Corporation 107627952
CDW Government LLC 026157235
CDW•G cannot supply a Dun & Bradstreet report, as it violates our contract with Dun and Bradstreet.

The City of Mesa can obtain a report for CDW•G from Dun & Bradstreet.

3.3 Distribution, Logistics
A. Describe how your company proposes to distribute the products/service nationwide.

We offer more than 100,000 brand-name products from over 1,100 leading manufacturers. We carry over $200 million in inventory, and ship most in-stock products the same day they are ordered. The result is that contract purchasers receive a shipment from CDW•G in just 3-5 days, far surpassing our competitor’s capabilities
CDW•G keeps a large breadth of products and fresh inventory on hand, in order to provide contract members with new technology as it becomes available. We constantly monitor trends within the IT industry to ensure that we offer our customers the latest technology and the most optimal solutions. Our inventory management system enables our purchasing department to excel at maintaining a one- to four-week supply of products in our distribution centers. Our inventory turns over 24-26 times per year.

The distribution centers’ automated system scans bar -code labels on each product, pick list, and shipping label, resulting in increased delivery speed and accuracy. Some of smaller items require coworker assembly; “Ready Ship” products (items that ship in their original carton) move through the system even faster. Once the order shipment is ready for loading, a final scan determines the correct truck and sends it down the designated conveyor into the truck. The automated systems even help to load the trucks in ways that optimize shipment - processing speeds.

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City of Mesa I nformation Technology Solutions and Services CDW•G’s strategic relationships with industry leading original equipment manufacturer (OEM) technology partners, such as HP, Cisco,
Lenovo, and Apple, means that we not only
have access to steep product discounts, but
also greater access to the products and a
more efficient procurement processes.

We receive notification regarding product
changes, including advance notification of
product shortages, and products nearing
end of life. When there is a product
shortage and other vendors do not have
access to these products, we can often
procure them from another source. W hen
CDW•G receives notification of an upcoming stock outage, we utilize our distribution centers' large capacity for volume purchases, keeping stock on hand for our customer’s present and future needs.

B. Identify all other companies that will be involved in processing, handling or shipping the products/service to the end user.

CDW•G has positioned ourselves very closely with the major carriers, in order to provide a wide range of delivery options to meet our customers' varying needs. We ship the majority of our products via UPS and FedEx. Both companies have employees on site at our warehouses, individuals with a long history of supporting CDW•G. We can also leverage the carrier’s intermodal transport options. Additionally, we have contracts with truckload (TL) and less than truckload (LTL) carriers for large orders and heavy products. If a carrier is not meeting our on-time delivery requirements, we remove the carrier from our preferred shipper list.

C. Provide the number, size and location of your company’s distribution facilities, warehouses and retail network as applicable.

CDW•G’s two strategically located distribution centers have a combined size of almost one million square feet. Our Central Distribution Center in Vernon Hills, IL, ships primarily to customers in the eastern half of the U.S. Our Western Distribution Center, in Northern Las Vegas, NV, ships primarily to customers in the western half of the U.S. Each distribution center serves as backup for the other. A state-of-the-art Warehouse
Management System (WMS) controls both of these centers, ensuring speed and accuracy throughout the order fulfillment and distribution processes.

In addition to working with OEM partners to supplement our direct purchasing model, CDW•G has developed strong affiliations with principal distr ibutors: Synnex, Tech Data, and Ingram Micro. Our OEM partners send us daily electronic data interchange (EDI) downloads, giving us visibility to inventory at their locations. Our top three distribution partners provide real time inventory information. Using this multi-layered procurement structure, we secure out-of- stock product(s) within as little as 24-48 hours, depending on customer requirements.

D. State any return and restocking policy and fees, if applicable, associated with returns.

CDW•G of fers a 30-day return policy on most products sold. Of the returns we accept, a minimum 15% restocking fee applies for non-defective product returns. For our complete return policy, please see Tab 7, Appendix of this response. Customers may also obtain CDW Government LLC Page 10 of 61 October 23, 2017
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additional information by contacting their Account Manager or CDW customer relations at 866.SVC.4CDW, [email protected].

3.4 Marketing and Sales
A. Provide a detailed ninety -day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as your company’s primary go to market strategy for Public Agencies to your teams nationwide, to include, but not limited to:

I. Executive leadership endorsement and sponsorship of the award as the public sector go-to- market strategy within first 10 days Per Arizona Revised Statues § 44-405, the following information is confidential and proprietary and it might contain trade secrets therefore not subject to disclosure in case there is a request.

Part of CDW•G’s commitment to our customer base is constantly seeking out opportunities to strengthen our national partner relationships. We view executive alignment as a key part of a successful contract strategy. We bring senior leaders from across our public-sector management team together with National IPA 2-3 times per year to review contract initiatives and customer feedback.

Our ongoing efforts with National IPA in seven specific target accounts highlights this unique and longstanding collaboration. We meet monthly to review the current state of business and execution of each account’s growth strategy. In 2017, we have already seen success in Los Angeles World Airports and the City of Kansas City. The combined teams will continue to drive contract adoption amongst non-participating agencies.

CDW•G’s leadership team is securely behind the growth and strategy of this program – both to the benefit of the City of Mesa and also across the nation. Key members of the leadership team include:

David Hutchins, CDW•G’s VP of Education Sales, is an executive sponsor of the City’s contract. He continues to focus sales teams on the success of the contract, and continually collaborates with manufacturer partners, allowing CDW•G to provide the latest technology solutions to help further the mission of ‘the connected classroom’ across the nation.

Robert F. Kirby, CDW•G’s VP of Federal and State & Local Sales, is an executive sponsor for this contract. He will ensure that sales teams work towards the success of the contract and consistently works with manufacturer partners to allow CDW•G to bring contract participants further benefits through targeted solution campaigns, like our public safety initiative.

Tara Barbieri, CDW•G’s Director of Capture, is also an executive sponsor for the contract. She has endorsed and sponsored this contract since the inception in 2008, and shall continue this role upon award. In her position, she is dedicated exclusively to our company’s contractual sales, and leads CDW Government LLC Page 11 of 61 October 23, 2017
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City of Mesa I nformation Technology Solutions and Services with the knowledge and experience in cooperative purchasing contracts. Internally, she has promoted this contract to CDW’s President Tom Richards and, externally, to HPE’s Meg Whitman. This is to say that for over ten years, she has worked tirelessly to champion this contract and has been integral to growing this contract into what it is today.

To facilitate our growth strategy, CDW•G holds many public agreements, some with mandatory use requirements within individual states. We cannot agree to market the City’s contract as our primary public sector go- to-market strategy ; however, we have included an appropriate marketing plan and pledge to continue focusing on the contract's success and awareness. We believe this pledge should not be viewed lightly, as with our support, this contract’s volume has surpassed the $350M mark as of last year in yearly sales. We understand through competitive research that our competitors rarely take issue with similar requests for commitments; yet we can easily find evidence that they too hold plenty of public contracts.

C
DW•G takes our partner commitments very seriously and Mesa is our partner in delivering on the accompanying National IPA Agreement. In the first ten days post -award, our CDW•G Program Management team will provide a company -wide contract award announcement, as well as develop a contract training program for all SLED Account Managers to attend.

CDW•G has a successful contract launch history where we focus on five areas of the contract which are: Intake, Set -Up & Compliance, Education, Measure and Growth. By focusing on these areas specifically, we are able to launch contracts to the CDW•G teams with the most powerful and applicable details to make the new National IPA agreement more successful than the one currently in place
II. Training and education of your national sales force with participation from the executive leadership of your company, along with the National IPA team within Dell Zones WWT Connection Carahsoft
National
Cooperative
Purchasing
Alliance
(NCPA)
National Joint
Powers Alliance
(NJPA)
California
CMAS
Texas DIR US
Communities
NASPO Value
Point (NVP)
Texas DIR State of
MO PC
Prime
Vendor
Contract
Massachusetts
ITC47
National
Cooperative
Purchasing
Alliance
(NCPA)
Midwestern
Higher Ed
Compact
(MHEC)
California
CMAS
Ohio
Hardware,
Software &
Services
National
Cooperative
Purchasing
Alliance

PEPPM
Texas Dept of
Information
Resources
PEPPM Texas DIR TIPS/TAPS MiCTA
Massachusetts
ITC47
National
Cooperative
Purchasing
Alliance

Massachusetts
ITC47
Public
Sourcing
Solutions
(PSS)
Massachusetts
Higher Ed
Consortium
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Our Public Sector Account Managers are actively marketing the current contract to their customers and are very familiar with the structure of the contract. This is an enormous benefit to the City, National IPA, and the immediate momentum of the new contract. A ‘refresh’ training to enhance understanding of the new National Program, it’s updates and nuances with City of Mesa as lead agency will be conducted within the first 30 days post award.

F
amiliarizing a completely new management team and educating a new group of Account Managers to a new contract is unnecessary with CDW•G. O ther vendors, even after training, are likely to experience a significant period of growing pains, acclimating their sales staff to the offering. This ramp-up time will certainly have an impact on contract sales. This is often the case with new contracts, as National IPA and the City are aware. The current contract saw success atypical of most, quickly achieving $4 million dollars in purchases within the first four months from inception. We believe this success was due in large part to CDW•G’s experience in managing contracts and National IPA’s commitment to sound marketing strategies. The contract is now supporting almost fifty-eight times its 2009 purchases (the first full year of the contract). We believe that CDW•G is uniquely qualified to deliver growth over $400 million in 2018.

A
ll aspects of transitioning to the new contract will be seamless. The City and National IPA do not have to worry about member confusion or orders lost during training and setup time. B usiness will continue to flourish and training time will be used as a refresher, providing contract updates and focusing on strategies to increase business.

B. Provide a detailed ninety -day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Pubic Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to:

I. Creation and distribution of a co-branded press release to trade publications within first 10 days
CDW•G’s Marketing contact will work with National IPA to create and distribute this announcement at the transition of the new award.

II. Announcement, contract details and contact information published on the c
ompany website within first 30 days
CDW•G can reload the new contract pricing structure within a matter of minutes and will have our website operation on the 1 st day of the new contract. CDW•G will be able to seamlessly transition all agencies buying off of our current National Cooperative contract to the new contract, upon contract launch.

III. D
esign, publication and distribution of co-branded marketing m
aterials within first 90 days
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City of Mesa I nformation Technology Solutions and Services CDW•G already has much of this material. We are
poised to perform updates to the material and shall
accomplish this well within the 90- day time frame. We propose a marketing strategy meeting with National IPA
to discuss a refreshed approach and specific
goals/targets for the new contract. CDW•G is eager to
share our current marketing processes for the
contract, including our attendance at the National IPA
Regional Summit, aimed at increasing contract
awareness; our Sales Wiki site, giving account teams
easy access to marketing strategy and materials;
and our monthly email campaigns to all National IPA
members.

We also look forward to talking about our ideas to gain a better contract understanding, with an increased focus in the K12 sector and our top OEM partners.

IV. Commitment to attendance and
participation with National IPA at national (i.e. NIGP Annual Forum, NPI
Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, etc.) and supplier- specific trade shows, conferences and meetings throughout the term of the Master Agreement
In 2
018, CDW•G’s schedule includes over 100 regional and nearly as many national events. In past years, we have attended many events in which we promoted the contract, including NIGP, NASPO, CAPPO, and FAPPO. We will continue this practice with the new agreement, as well. For 2018, we are already committed to attend NASPO, and the National IPA Partner Summit.

We are willing to continue to share our best practices with other non- competing National IPA vendors. Sales Manager Pat O’Brien has agreed to share some of these practices with other National IPA vendors at the Partner Summit, helping increase the success of all National IPA’s contracts.

V. Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area reserved by National IPA for partner suppliers. Booth space will be purchased and staffed by your company. In addition, you commit t o pr
ovide reasonable assistance to the overall promotion and marketing efforts for the NIGP A nnual Forum, as directed by National IPA.

CDW•G has enjoyed participating in the NIGP Annual Forum and will continue to do so. We believe in the theme “Building Together” and look forward to sharing our best practices with other National IPA vendors.

VI. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement CDW•G advertises the contract in our own highly viewed publications and our contract specific email campaign. We will continue to promote the contract via avenues such as our EdTech and StateTech publication sites, while continuing to penetrate the market with a live- touch approach.

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City of Mesa I nformation Technology Solutions and Services VII. Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, etc.) CDW•G continues to market and promote the contract, through various avenues such as announcements in our publications, email campaigns, as well as on the contract's CDW•G premium page. We look forward to working with National IPA to develop our marketing strategies even further.

VIII. Dedicated National IPA internet web-based homepage with:
• N
ational IPA standard logo;
• C
opy of original Request for Proposal;
• C
opy of contract and amendments between Principal Procurement Agency and Supplier;
• S
ummary of Products and pricing;
• Mar
keting Materials
• E
lectronic link to National IPA’s online registration page; • A
dedicated toll free number and email address for National IPA CDW•G exceeds this requirement, as our current National IPA Premium Page, w
ww.cdwg.com/nationalipasolutions presently includes these elements. The page includes the National IPA logo and a description of the contract, with multiple direct links to National IPA’s Home Page and Registration Page. We provide members with categories that mirror the contract, easily allowing them to locate the product or service they are looking for. We include “featured products” highlighting solutions that we select for their excellent value or popularity among purchasers.

W
e have a toll-free number and address for National IPA members, and feature a dedicated Account Team included on the website, which highlights when they are available for customers. In conjunction with National IPA, we will continue to develop this site, increasing functionalities and promotion of the contract.

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C. Describe how your company will transition any existing Public Agency customers’ accounts to the Master Agreement available nationally through National IPA. Include a list of current Jumana Dihu
Program
Manager
Phone: 312-
547-9437
Sydney
Donahue
Account
Manager
Phone: 877-
705-4975

Pat O’Brien
Sales
Manager
Phone: 877-
898-2997

Contacts
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cooperative contracts (regional and national) your company holds and descr ibe how the Master Agreement will be positioned among the other cooperative agreements.

As the City and National IPA are both well aware, CDW•G currently holds a significant number of cooperative purchasing contracts including National Intergovernmental Purchasing Agency (National IPA), Association of Educational Purchasing Agencies (AEPA), and National Joint Powers Alliance (NJPA) . CDW•G is solutions-focused, vendor agnostic and provides consultation to assist our customers to select the contract best suited for their specific procurement needs. For all of our national contracts, we have maintained the transparency of our contract portfolio to our customer and negotiated the removal of language such as “most favored customer” and requirements such as this.

CDW•G continues to prove without a doubt that we can keep our commitment to making this contract prosperous amongst our portfolio of offerings. We have transitioned a number of customers and their solicitation opportunities to this contract, in the form of participating agreements. Some of these customers include the City of New York, City of Phoenix, City of Atlanta, University of Colorado, and DeKalb County. Moving forward, we will continue to loop new members in to the contract and sustain the growth.

D. Acknowledge that your company agrees to provide its company/corporate logo(s) to National IPA and agrees to provide permission for reproduction of such logo in marketing communications and promotions.

National IPA has several CDW•G logos at their disposal under our general guidelines for intended use, they are included here for ease of evaluation.

Logos & Guidelines
CDW welcomes customers, media and other entities to use our corporate logo, as needed. The core component of CDW’s brand identity is its corporate logo; therefore, we ask that you carefully consider the following guidelines when using it.

When using the CDW logo, you agree to the following:

1. You may use the logo(s) only in the exact form provided by CDW and only to accurately and actively link from a website that is under your control to the home page of CDW.com (or another address provided by CDW) and for no other purpose.

2. You may not incorporate the logo(s) into any other logo or design.

3. You may not to use the logo(s) in a way that suggests that you or your company or products are affiliated with CDW or its products or services in any way.

4. You may not display the logo(s) on any website that disparages CDW or its products or services, infringes any CDW intellectual property or other rights, or violates any law or regulation.

5. No other logo or design element should appear within 0.5 inches of the CDW logo.

6. You may not frame or alter the CDW website in any way.

7. At CDW’s direction, you will immediately remove the logo(s).

8. Your limited right to use the logo(s) does not constitute a grant of any other right or license. All other rights are reserved by CDW.

9. CDW disclaims all warranties, express and implied, regarding the logo(s), including warranties against infringement. You agree to indemnify CDW from and against any and all claims and liabilities arising out of your use of the logo(s).

E. Supplier is responsible for proactive direct sales of Supplier’s goods and services to Public Agencies nationwide and the timely follow up to leads established by National IPA. All sales materials are to use the National IPA logo. At a minimum, the Supplier’s sales initiatives should communicate:

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II. Best government pricing
III. No cost to participate
IV. Non-exclusive contract
We are happy to update our current National IPA flyer with the new contract information. We would like to further discuss the inclusion of II and IV, and will revise our marketing pi eces to include mutually agreeable message that best represents the value of the contract.

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2. Provide a description of the product lines that can be provided by your firm.

CDW•G Response: CDW•G is offering our entire catalogue, including our complete portfolio of product offerings which includes over 100,000+ products from more than 1,100 vendors.

We also offer a full suite of professional services to users of this contract. Given the landscape of the IT industry and its rapid changes, we have defined these categories broadly to easily facilitate adding new technologies and services to the resulting Agreement over the contract period. We intend to be your go-to supplier for all of your IT solution needs; so, whatever your need may be, you can be sure we have the solution that works for you.

We are the largest, direct reseller in the US for many of our OEM partners which include:

Adobe, Cisco, HP , Lenovo, and Panasonic. Based on the strength of our success and our product portfolio, we are able to offer our customers the newest technologies, more robust discounts, and OEM support unavailable with our competition. Additionally, as technology is constantly evolving, we are always on the lookout for new vendors and new technologies to add to our offerings. Our product line cards, organized by product category and manufacturer, follows this page.

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3. Provide a description of the services that can be provided by your firm.

CDW•G Response: Our services portfolio that we bring to our customers encompasses a wide array of both standard and specialized services. With over 1,600 highly trained and certified engineers in 30 locations nationwide, we offer the City of Mesa and National IPA contract participants the most optimal services in the IT industry. Below is a sampling of the services we provide to our customers:

Cloud Computing: We know how
important cloud computing is to our
customer base, and are determined to
lead the industry in mastering this
complex, highly customizable service.

Our internal cloud campaign is
educating our Account Managers on
how to assist our customers in
determining the best-valued cloud
option for their needs, while our
technicians continue training to master the solution, and working with our manufacturer partners to expand our portfolio. Our Cloud offerings do require an additional Cloud Services form, but your Account Manager will walk you through the process.

CDW•G offers a cafeteria-style set of cloud solutions. Our portfolio includes public, private, community, and hybrid deployment options. Our broad cloud offering currently includes over thirty different manufacturers, and we continue investigating other manufacturer solutions to add to this portfolio. Our cloud computing solutions; Software as a Service (SaaS), Infrastructure as a Service (IaaS), and Platform as a Service (PaaS), cater to the specific needs of the span of our entire customer makeup
Consulting and Analysis: Most of our projects begin with either an assessment or planning and design session. CDW•G technical specialists and field solution architects are experts in many areas including unified communications, networking, wireless, network and physical security and server/storage solutions.

CDW•G will save contract members staff
time and effort because our experts have
already initiated the due diligence process.

We share our knowledge of the latest
technologies as well as our expertise
regarding the pros and cons of each
potential solution. We also offer a variety
of more complex consulting/analysis
solutions for those customers who need a
more in-depth evaluation of their systems.

Technical Support: CDW•G’s Staff Augmentation services offering includes assisting customers with onsite help desk and technical support services. This service provides skilled, temporary staffing to assist with IT challenges CDW Government LLC Page 20 of 61 October 23, 2017
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Trade-Ins: CDW•G coordinates with our manufacturer partners to provide trade-in services to our customers.

Repair: In addition to offering onsite repair, we have our own repair center. CDW’s Repair Center offers fast
turnaround time and low
cost out‑of‑warranty
repair prices, as well as
great in‑warranty service.

Our factory certified
repair technicians
complete typical repairs
on an average of 7-10
business days. We are
an authorized Service Center for the following Manufacturers:

o Acer
o Apple
o Fujitsu
o HP
o IBM
o Lenovo
o Service Net
o Sony
o Toshiba
Please note: due to manufacturer policies, limitations, and agreements, CDW may not be able to service all computer models or lines made by these manufacturers.

Design: Most of our projects begin with either an assessment or planning and design session. Our architects review your needs and perform an evaluation of your existing environment to develop a comprehensive solution to meet your particular project objectives.

Configuration/System Configurations: While onsite configuration services are available, CDW•G often recommends our in-house configuration services. CDW•G builds preconfigured technology
solutions in our two ISO 2008-
certified configuration centers,
so they arrive at their correct
location(s) ready to plug and
play. We have a 25,000-
square-foot configuration
center in our North Las Vegas
distribution center and a
24,000-square-foot
configuration center in our
Vernon Hills, IL distribution
center, including an 8,000-square-foot enclosed area for enterprise configurations. To complement this space, CDW•G has more than 150 configuration technicians, providing a spectrum of customized configuration services.

CDW•G’s configuration services include:

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City of Mesa I nformation Technology Solutions and Services • Hardware and software installation
and c
onfiguration
• Customized imaging
• Asset tagging, custom labeling,
and laser etching
• Router/switch configuration
• Server rack configuration
Implementation: Our national footprint is expansive, with over 600 engineers on staff in more than 26 service offices, complimented by a national traveling team. Additionally, we have capabilities to ship 3,000+ custom-configured systems daily; we configure over 750,000 custom solutions in our two state-of-the art distribution centers annually. Our large number of engineers, paired with our configuration capabilities, allows CDW•G to handle any rollout project that contract members may have.

Training: CDW•G’s project methodology ensures technicians and project managers work with the mindset of being an extension of the customer’s IT staff. Throughout the project our team not only focus on designing bullet- proof solutions, but continually engaging the IT staff; sharing knowledge, and ensuring the staff knows how to navigate the solution in which the customer vested their resources. Should a customer require training outside of this transfer of knowledge, we have a blended solution of CDW•G offerings, manufacturer standard trainings, and technology training companies.

Maintenance: CDW•G recognizes that maintenance/support contracts are of great importance to many customers because uptime is vital to their success. Our strong partnerships with the industry’s top technology manufacturers, paired with our own maintenance solutions, offers a variety of viable options to our customers. Our maintenance options include the following:
• Warranty extensions and upgrades
• Post-warranty support
• Accidental damage protection
• Maintenance contract agreements
(coterminous, break/fix,
and
r
etainer)
• Post-sale technical support
• Product and certification
• Help desk services
Hardware and Software Installation: Our installation services encompass the following solutions. Installation services can include installing and deploying new systems; moving existing equipment; assessing systems and testing installed equipment; and advanced IT support. We also offer staging options, should a customer need to complete their installation in numerous rollouts.
• Client Computing Installation
• Data Center Installation
• Network Installation
• Security Installation
• Microsoft Configuration a
nd
I
nstallation
• Microsoft Accelerators
• Visual Solutions Installation
System Testing: All of CDW•G’s service projects incorporate testing every aspect of the final solution, ensuring all acceptance criteria is met.

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City of Mesa Information Technology Solutions and Services Upgrades: Many products offer a variety of system upgrades. Our dedicated Account Managers work with their customers to explain the benefits of each upgrade, and help determine if these upgrades would be a wise purchase for the customer’s needs. The Account Manager then collaborates with CDW•G dedicated manufacturer partner specialists to incorporate the upgrades into the final product build. Additionally, CDW•G performs a number of upgrades, such as asset tagging and laser etching, in house in our configuration center.

Imaging: In addition to our configuration services, CDW•G performs imaging services in house in our configuration centers as well. Our A+ certified imaging technicians routinely image the following products:
• Laptops
• Desktops
• Workstations
• Flash Drives
• Servers
• Hard drives
• Apple products, including iPods
and iPads
Customers can provide their own image or CDW•G can create one for them. As with all services completed in our configuration centers, each piece of equipment goes through a comprehensive quality assurance check prior to shipping to ensure the unit is function properly. CDW•G also stores images on our secure server, completely isolated from other networks, and only accessible to a few authorized individuals. Many times customers choose to have us store their images as it allows CDW•G to load custom configured images quickly on their machines.

4. Provide a detailed description of any programs available for Participating Agencies seeking to set and meet goals for historically underutilized businesses (e.g. minority, woman, veteran, disabled, etc.).

Discuss how transaction is between offeror and tier one suppliers and Participating Agencies and tier one suppliers will be tracked and accounted for and any quality assurance measures that are in place to assure a high-performance standard for tier one suppliers.

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5. Describe how your firm proposes to distribute the products/services nationwide.

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CDW•G Response: We have access to more than 100,000 top brand -name products from more than 1,000 manufacturers. We carry over $22 0 million in inventory, and ship most in - stock products the same day they are ordered. Because of our distribution centers are strategically located in Vernon Hills, IL and Las Vegas, NV; we have the capability to deliver a wide array of shipping options that best fit your needs.

Because of our position as one of
the largest direct resellers in the
U.S., we work closely with all of the
major shipping companies to
ensure you receive your or ders on
time. We work with UPS, FedEx,
CEVA, UPS Freights, Dynamex,
and Veterans Messenger service to
get you what you need, when you
need it. We offer overnight, same
day, 2 day, 3 day, and ground
shipping options to best meet your
needs. On average, we s hip up to
54,000 boxes per day and contract purchasers receive a shipment from CDW•G in just 3 -5 days, far surpassing our competitor’s capabilities.

Our two distribution centers have a combined square footage of almost a million square feet.

Every stage o f our distribution process is automated , with our custom -designed sorting systems, built to optimize the shipping process. Packed boxes are sorted and weighed onto the conveyor system. Combined, our distribution centers have almost twelve miles of conveyor belts that feed the sorting system. The barcode scanner reads the shipping label and the packed box’s correct loading dock is determined. Once the order shipment is ready for loading, a final scan determines the correct truck (for instance, FedEx overnight) and sends it down the designated conveyor into the truck. The automated systems even help to load the trucks in ways that optimize shipment -processing speeds. When your package reaches the correct shipping portal, the sorting system drops your package down a chute that brings your order to the door dock to be loaded onto the correct carrier’s truck and then your package is on its way for delivery.

The benefits of our automated distribution systems are that the City of Mesa will receive the right product s, configured to your specifications and ready to use out of the box, and delivered on time

6. Identify all subcontractors that will be involved in processing agency orders under this contract and describe their distribution/delivery processes.

CDW•G Response: CDW•G believes another important step in successful order fulfillment is utilizing shipping partners that are as focused on customer service excellence as we are.

CDW•G processes all purchase orders. If our customers have customized agreement tha t CDW Government LLC Page 25 of 61 October 23, 2017
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include a Tier 1 diversity requirement, we work with diverse supplier partners local to customers, to deliver your products and your orders on time.

Distribution Partners. Our Distribution Partner Network includes over 130 different suppliers, meaning we can provide any product National IPA members would need. Like our OEM partners, we’re the largest partner for many of our Distributors. And like our manufacturer partner relationships, this results in direct benefits for CDW•G and our customers. Most send us EDI downloads or real time information on their available inventory, resulting in access to products usually in as little as a day. As another example, we are a top Ingram Micro partner
and hold Elite Partner status. This
partnership provides a customi zed
and exclusive support resource to
our Account Teams and customers,
among other benefits. The CDW
dedicated priority phone queue has
an average wait time of less than
two minutes.

We ship the majority of our products
via UPS and FedEx, due to their
extensive service capabilities, excellent record for on -time delivery and competitive pricing.

In fact, both companies have employees on site at our warehouses, individuals with a long history of supporting CDW•G. We can also leverage the carrier’s intermodal transport options. Additionally, we have contracts with truck load (TL) and less than truck load (LTL) carriers for large orders and heavy products. If a carrier is not meeting our on -time delivery requirements, we remove the carrier from our preferred shipper list.

Shipping Partners. We have a number of shipping partners to provide our customers their products, fast. In fact, both companies have employees on site at our warehouses. These individuals have a long history of supporting our logistics opera tion, ensuring efficient processing and movement of customer orders. This helps us keep our carrier goal of

99.04%, beating the industry standard of 98%. Some additional benefits of our UPS partnership includes a customized Loss Prevention Program to ensur e integrity of customer packages; a collaborative tracking program with our customer relations department; and IT automation between
All contract management functions will continue to be handled by Mark Ellis and his Program Management team. When any of our partners are involved, CDW•G manages the relationship and liability involved. We do ask customers to mutually agree to and sign Statements of Work for all service engagements through CDW•G. This is to ensure we keep Members apprised of the responsibilities, timelines, and progress of the project.

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with their e -Pro application vendor is their own, any applicable vendor fees resulting from the integration will be the responsibility of the member

7. Provide the number, size, and location of your firm’s distribution facilities, warehouses, and retail network as applicable. Provide information on the productivity of your facilities and systems as follows:
a. How many orders are processed daily on an average
b. How many devices does your facility configure daily on an average c. What is the highest number of orders processed in a single day d. What is the highest number of devices configured in a single day from the facilities described
CDW•G Response A: Our two distribution centers process an average of 54,000 units per day.

CDW•G Response B: Our configuration staff, which includes 200+ Technicians, E ngineers, Management, and Support Staff, complete an average of 7,000 custom configurations per day.

CDW•G Response C: At peak times, our two distribution centers process a combined average of 135,000 units per day.

CDW•G Response D: During seasonal spikes , our configuration staff configures almost 12,000 devices per day.

CDW•G’s two strategically located distribution centers have a combined size of almost one million square feet. Our Central Distribution Center in Vernon Hills, IL, ships primarily to customers in the eastern half of the U.S. Our Western Distribution Center, in Northern Las Vegas, NV, ships primarily to
customers in the western half of
the U.S. However, each
distribution center serves as
backup for the other. They
receive inventory valued at about
$21.0 million per day, or between
78 to 80 truckloads a day,
processing a combined average
of 135,000 units daily. A state-of-
the-art Warehouse Management
System (WMS) controls both of
these centers, ensuring speed
and accuracy throughout the order fulfillment and distribution processes.

CDW•G’s Configuration Centers, also located in Vernon Hills and Las Vegas, maintain a combined square footage of over 100,000 feet.

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In addition to working with OEM partners to supplement our direct purchasing m odel, CDW•G has developed strong affiliations with principal distributors. Like our OEM partners, they send us daily electronic data interchange (EDI) downloads, giving us visibility to inventory at their locations. Further, our top three distribution part ners provide real time inventory information. Using this multi-layered procurement structure, we secure out-of-stock product(s) within as little as 24-48 hours, depending on customer requirements.

8. State any return and restocking policy, and any fees, if applicable associated with returns.

CDW•G Response: CDW•G offers a 30 -day return policy on most products sold. Of the returns we accept, a minimum 15% restocking fee applies for non- defective product returns.

Please see Tab 7 “Appendix” for our full return policy.

9. Describe your invoicing process. Is electronic invoicing available? Is summary invoicing available? Are there other options on how an agency receives an invoice?
CDW•G Response: CDW•G mails invoices the day after the product(s) is shipped out of one of our distribution centers or, if you prefer an electronic invoice, you can request that invoices be sent via PDF instead. We send the PDF the same day that the system generates the invoice. When a product is drop-shipped from a vendor, CDW•G invoices the customer once we receive the invoice from the vendor. As an added convenience, you can also print copies of original invoices via your CDW•G Extranet. Our standard invoices include the information listed below.
• CDW•G remit to address
• Invoice date
• Invoice number
• PO number affiliated with invoice
• Payment due date
• Order date
• Shipping method
• CDW•G part number
• Description of product
• Quantity ordered/shipped
• Unit price (based off of pricing
structure agreed to in the contract)
• Extended price
• Ship to address
All of the information pertaining to the customer’s specific requirements are included on the invoice as well. CDW•G supports many EDI formats and can customize invoices to reflect customers’ required data fields. For more information regarding our EDI capabilities, we encourage the City to visit www.cdwg.com/edi.

10. Describe your delivery commitment:
a. What is your fill rate guarantee?
CDW•G Response: CDW•G’s same-day fill rate is between 97- 99% for credit -approved orders and in- stock product, depending on the complexity of the order and this is our best effort and therefore, not a guarantee. Should an item be out of stock, it typically takes 2- 10 days, after receipt of order, to receive the product (subject to availabili ty). We receive timely notification regarding product changes, including advance notification of product shortages, and products nearing end of life. When there is a product shortage and other vendors do not have access to these products, we can often procure them from another source. Many times when CDW•G receives notification of an upcoming stock outage, we utilize our distribution center’s large capacity for volume purchases, keeping stock on hand for our customer’s present and future needs.

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b. What are your delivery days?
CDW•G Response: CDW•G’s standard delivery is M-F excluding Thanksgiving, Christmas, and New Year’s Day. Arrangements can be made based on need to fulfill orders on weekends and holidays for an additional fee. Customers should provide at least a 48-hour notice in order to allow time to properly set up any weekend or holiday deliveries. c. Do you offer next day delivery?
CDW•G Response: Yes, CDW•G can ship same day, overnight, 2nd day, 3rd day, and ground. An expedited freight charge may be added for this service. d. How do you facilitate emergency orders?
CDW•G Response: Whenever a contract member’s order requires expediting, CDW•G treats it with priority. We direct all customers to contact their dedicated Account Manager if an emergency situation arises. They focus on placing the order and arranging for expedited delivery. Due to our very large inventory at our two distribution centers, we usually have the products in stock and available for immediate shipping. Our vast distribution capabilities means that we can draw from our OEM partners to ensure that, if we do not have your item in stock, we can still procure and deliver your order.
e. Are shipping charges exempt for ALL who use this contract? CDW•G Response: Prices include lowest ground freight for shipments/packages less than 70 pounds within the 48 contiguous United States when referencing this Agreement. All orders are subject to Seller’s standard shipping policies in effect at the time of order placement. In those instances that are larger than 70 pounds or call for express or overnight delivery, shipping costs will be pre- paid by Seller and added to the customer invoice. There is no additional fee assessed for smaller orders, unlike some of our competitors.

Since inception of this contract, we have become authorized for increasingly complex technologies, including large storage arrays where freight costs must be considered in the overall quote to the customer. In separating shipping costs for heavier items, it removes the need to consider the costs in the entire category discount, and allows us to provide customers deeper discounts for all products that fall within the category f. Describe how problems (such as a customer ordering a wrong product or a customer receiving a defective product; etc.) are resolved.

CDW•G Response: CDW•G encourages customers to contact their Account Manager to assist with any such issues. If the Account Manager evaluates the issue and if they cannot personally assist the customer, they will engage and collaborate with our Customer Relations Department to assist. Customer s may also reach out to Customer Relations directly.

If a wrong product is ordered, the customer’s dedicated CDW•G Account Manager will work with the customer to determine the best solution to resolve t he issue. For any products returned, whether defective or incorrect item, CDW•G requires customers to provide a Return Merchandise Authorization (RMA) number before shipping back any product. This process allows us to expedite the process and helps ensure the proper action or credit, CDW Government LLC Page 29 of 61 October 23, 2017
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upon processing. Customers can get the RMA request form from their Account Manager, online via their CDW•G Extranet Account, or by contacting Customer Relations.

CDW•G tracks the reason for all returns, allowing us to make appropriate changes, as necessary. For example, a high volume of returns damaged in shipment would lead us to audit the carrier and review product packaging. CDW•G also monitors how quickly and efficiently the Customer Relations staff handles RMA requests, aiming to respond to requests within 24 hours or less.

11. Describe the types of customer service available to agencies that use this contract:

CDW•G Response: Your Account Manager stands ready to assist you in any type of query you may have and is available, during business hours and beyond, to assist you and your customer service needs. Their sole goal is to ensure your complete satisfaction. If you experience any type of technical issue, your Account Manager will facilitate a timely resolution.

In the event that your Account Manager is unavailable, CDW•G’s customer service team is well-equipped to help you
resolve your problem. All
customer support is based in
the United States. All Help
Desk technicians are CompTIA
certified; hold at a minimum A+
and Network+ certifications,
and many are accredited in
various engineering and
manufacturing training
courses. Our customer service
team assists customers to
ensure the product is working
as the manufacturer intended. CDW•G provides this value added support, at no charge, for up to two years or manufacturers end of life, whichever comes first.

We offer our customers Sales Support, Technical Support, and Website Support. All of our customer support options can be accessed via phone, fax, email or chat. For all of our support options and hours of operation, please visit:
https://www.cdw.com/content/contact-
us/support.aspx.
a. Is online support available?
CDW•G Response: Yes, CDW•G’s online technical and customer support services include live chat and E-support, and remote support.

Live chat and E-support
To supplement our industry leading toll -free technical support, we provide access to online live chat, accessible through the customer’s Extranet site. We staff this support by our CDW Government LLC Page 30 of 61 October 23, 2017
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trained technicians from 6am to 5pm MST. This site also provides support case management.

Remote Login
Our technicians have access to LogMeIn, a remote login utility, which allows them to connect to the end users computer for more in-depth troubleshooting and quicker resolution. b. Is phone support available?
CDW•G Response: Customers can use our toll free phone number 800.383.4239, Monday – Friday from 6 am – 6 pm MST, to reach our dedicated technical support team.

c. Can agencies request a dedicated service representative and/or a dedicated service team? If a dedicated customer service representative and/or team are assigned, what types of services does the representative/team provide? How do you help the customer manage our account?
CDW•G Response: With CDW•G every customer is automatically provided one single point of contact, their Account Manager, from the very first inquiry for service. Irrespective of the size of your order or what your needs might be, every CDW•G customer receives a dedicated Account Manager who will see to ensuring your satisfaction. Account Managers are assigned to customers based on a specific segment (State and Local government, Higher Education, K12, etc.), as well as a specific region in the country.

CDW•G Account Managers attend onboarding training, known as the “Account Manager Academy,” for three months
before they begin
interacting with customers
on their own. This training
program focuses on sales
consulting, product training,
operational systems, and
customer service. This
process is much longer
than industry standard
practices, providing a
higher level of support that
our customers are quick to
notice. Our Account
Managers also participate in the Sales Residency Program which delivers another layer of customer-focused training to your Account Manager.

On average, our customer relationship is 11.1 years which means our Account Managers dedicate their time to getting to know our customers and what drives their purchasing decisions. This means that our customers, particularly in the public sector, choose to work with us, year after year. This is a testament to our dedication to our customers’ satisfaction.

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City of Mesa I nformation Technology Solutions and Services Account managers focus on learning their customers’ processes, requirements, needs, and challenges. For larger, enterprise class accounts, there are multiple Account Managers assigned to those accounts. These teams work as a team to make sure you receive the highest level of customer service. This allows them to provide expertly the following services to agencies:
o Registration assistance to participate in National IPA o Contacting customers and notifying them of the benefits of the contract o Pre-sales consultation, including providing product and system compatibility information
o Providing industry - specific insight on technology solutions o Acting as a quality control check by reviewing and approving all quote requests o Keeping customers abreast of availability issues and assisting with any needed al
ternative sourcing options
o Coordinating any special delivery requests, including emergency orders o Working with available CDW•G resources, and coordinating contact for any needed subject matter expert insight
o Keeping updated and available to assist in developing a service solution o Fac
ilitating communication between the customer and National IPA, as needed CDW•G ensures Account Managers are supported by a network of subject matter experts.

Account Managers utilize these resources to provide complete guidance to their customers.

This network includes:

Sales Manager Sales Managers lead a team of Account Managers and Account Specialists to provide comprehensive solutions and outstanding sales support. They visit customer site(s) for business planning and discussions of future projects, as needed. They also assist Account Managers with expedited orders and problem remediation.

Business
Development
Manager
Our public sector also has Business Development Managers who focus on aligning with our customers. Their main role is to work with customers’ procurement teams to review current contracts, align with strategic initiatives that the procurement team is looking to roll out, act as project manager for B2B integrations and a main point of contact to help resolve issues.

Field Account
Executive
Field Account Executives (“FAE”) work in tandem with Account Managers and Account Specialists to provide comprehensive solutions and outstanding sales support. Each FAE is dedicated to a specific region and industry, and provide onsite visits to customers in communities across the country. Their site visits include business reviews and other meetings, as needed. FAEs also work with System Engineers to provide onsite road mapping, project development, and technical expertise.

Solution
Architects
Customers also have dedicated Solution Architects (SA) for each of their service solution needs. Solution Architects are dedicated to specific Account Teams and are the expert in supporting our customers with the appropriate service resources and tools including deployment technicians, project management and implementation engineers. The Solution Architect works closely with CDW•G customers to accurately CDW Government LLC Page 32 of 61 October 23, 2017
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scope project requirements, making certain we provide the specific skills, proper staff and solution needed to fully service the customer. Upon agreement to move forward with the service offering, the Solution Architect hands off the service delivery to the customer’s dedicated CDW•G Project Coordinator and/or Project Manager to ensure successful execution.

OEM Specific
Resources
Account Managers utilize an integrated network of both internal and external sales force. Many OEMs have pre-sales engineers and channel account managers (often onsite at CDW•G) providing consultation and immediate support to Account Managers. CDW•G badged Brand Managers, Field Solution Architects, and Partner Business managers work with both Account Managers and the external teams mentioned, providing further support.

Program Manager Program Managers launch and manage contracts once awarded. They are a valuable resource to Account Managers, training Account Managers in the contracts scope and guidelines, provide contract information and updates, and assist with Extranet/Premium page issues.
d. How are problems resolved?
CDW•G Response: CDW•G Account Managers assist their customers in resolving any issues and is the primary point of contact for problem resolution. Your Account Manager has extensive relationships with our OEM partners and have internal processes to escalate your problem to the appropriate resource with our partners. Your Account Manager, being your primary point of contact, will address or route to his support team issues regarding:
 Customer service requests
 Quote and order issues
 Billing problems
If your Account Manager is unavailable to assist you, he/she will escalate your issue to their Sales Manager. If for any reason their Sales Manager is unable to resolve the issue, they will escalate the problem to their Director or the segment Vice President, if needed.

You may contact CDW•G ’s Customer Relations department at either 866- 782-4239 or [email protected]. A representative will be assigned to your case, based on their skills and expertise, who will then engage the resources necessary to resolve your issue. CDW•G tries to resolve all issues within 24 hours.

If a problem is in regards to an
Account Manager, we encourage
customers to contact the Account
Managers Sales Manager.
e. What are the location
and hours of your
call centers?
CDW•G Response: We have call
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centers in North Las Vegas, NV; Vernon Hills, IL; Phoenix, AZ; Shelton, CT; Tampa, FL; Reston, VA; and Eatontown, NJ. Their hours of operation are 6am-8pm MST.

We strive to make it easy for our customers to get in touch with us. From your dedicated Account Manager to our customer service team, we have multiple options available to our customers to address your needs. CDW•G provides post-sales customer support Monday – Friday from 6am – 6pm Mountain Standard Time. Our customer service team assists customers to ensure the product is working as the manufacturer intended and work with them in case of any issue. CDW•G provides this value added support, at no charge, for up to two years or manufacturers end of life, whichever comes first f. What response time is guaranteed when a customer service request is made?
CDW•G Response: Response depends on the seriousness of the request made but typically CDW•G makes every effort to respond to all Customer Service Requests (CSRs) within 24 hours. CDW•G understands some requests are more urgent than others, and utilizes a detailed incident management process for critical systems. Severity level dictates the response time of this practice and employed for issues with our own network services, co-located systems, hosted solutions, websites, or our Internet services.

We constantly monitor our customer service process, ensuring we are continuing to meet the needs of our customers. The C ustomer Relations Supervisor reviews all CSRs at the end of the day to ensure that each CSR is being handled promptly. Additionally, Customer Relations Quality Analysts audit 30 cases per Customer Relations Representative per month to ensure representatives meet quality standards and that we provide proper training.

We make adjustments and evaluate process changes as needed when we see high volumes for particular types of Customer Service Requests (CSRs).

g. Do you measure/track the success of your customer service program? If so, how do you do this, and what are your findings? CDW•G Response: Yes, we focus continually on improving our ability to provide the best service and products in the industry to our customers. Most inquiries and issues are resolved by your Account Manager . We have an internal customer assistance network (ICAN) that supports your Account Manager in providing you with optimal customer service.

Our internal network helps your Account Manager resolve issues with: purchasing, drop ship, new items, and distribution. This internal network strives to resolve issue in 3 hours or less. Beyond your Account Manager, we have a number of corrective processes in place which include:
o Our Purchasing Department monitors return rates on purchased products to look for quality issues.
o We aim to respond to Return Merchandise Authorization (RMA) requests within 24 hours.
o When we see high volumes for particular types of Customer Service Requests (CSRs), or RMAs we make adjustments and evaluate process changes, as needed.
o The Customer Relations Supervisor reviews all CSRs at the end of the day to ensure that we handle each CSR right away.

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o Customer Relations Quality Analysts audit 30 cases per Customer Relations Representative each month to ensure our representatives are meeting quality standards and that we are providing proper training.

We offer many ways for our customers to provide us with their feedback, the primary avenue being the website (www.cdwg.com/content/about/cdw-reviews.aspx). The results have been overwhelmingly positive, with customers rating their experience with CDW•G 4.6 stars out of

5. We also survey our customers to understand how we can meet their needs better. In 2016 we added three additional surveys to better respond to our customers. We’ve begun to specifically survey our customers’ opinions in the following additional areas:
o Sales Contact Center
o Customer Relations
o Advance Technology Services

CDW•G conducts monthly loyalty surveys to measure the customer’s perception of CDW•G.

We utilize these surveys to collect information for several internal departments including shipping, billing, and customer relations. We select customers on a random basis to participate in the surveys. If a customer ranks us “poor” or “fair”, then the appropriate CDW•G department contacts the customer to determine the reason for their unsatisfactory response and offer additional acti on to rectify the problem. This fortunately is rare, as the majority of end- users express favorable survey comments. The positive comment that we receive most often is “CDW•G is extremely customer focused”. h. Describe in detail your company’s ability to hold/warehouse customers’ orders and if there are any costs associated.

CDW•G Response: We will work with you to hold and warehouse your products in our distribution center for a pre-arranged period of time, depending on your project needs.

CDW•G will purchase your products from the OEM or distribution channel partners and perform any required configurations. At that point, we will hold your products at our distribution center until you are ready for them. With 48 hour notification, we will prepare your order for shipment and release your order based on your schedule.

Typically customers will pay upfront for this service: one charge for the space to hold your purchase and one charge for the labor. Space and labor fees are based on the factors such as the pallet space required, the amount of time you request to hold your products in our warehouse, and the timeline for your product shipments. These fees are negotiated prior to warehousing your purchases and your Account Manager can provide you with more information on our holding and warehousing capabilities

12. Describe how your company will assist customers in navigating OEM warranty process.

CDW•G Response: Your Account Manager will assist you in navigating the OEM warranty process. Products sold by CDW•G come with the manufacturer’s standard warranty and the City of Mesa customers can contact our Technical Support Department for technical support on hardware purchased from CDW•G. We provide technical support on the products that we sell for up to two years from the date of purchase. If the Technical Support representative CDW Government LLC Page 35 of 61 October 23, 2017
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determines the customer needs warranty support, they connect them to the manufacturer’s warranty department.

CDW•G offers a number of product lifecycle support options in addition t o manufacturer warranties. This suite includes:
• Warranty extensions and
upgrades
• Post warranty support
• Accidental damage protection
• Maintenance contract
agreements
• Post-sale technical support
• Product and certification
training
• Help desk services
We send warranty expiration emails to our Account Managers, who then inform their customers when their hardware protection is about to expire. Account Managers assist their customers in determining the best warranty and coverage sol utions to keep IT investments up and running, or finding a best-valued replacement.

13. Describe how your firm will notify customer of new products.

CDW•G Response: As technology is constantly evolving, there are always new products and services coming to market. Our
customers depend on the latest
technologies to make their
enterprises run more efficiently and
CDW•G prides ourselves on being
on the forefront of technical
development in the IT industry and
our relationships with top
manufacturers often results in
advanced notification of upcoming
releases of new products. Our
website, www.cdwg.com
, is constantly updating with new products and services that we offer to our customers. Our live catalogue is updated daily and you can browse our most current products and services.

As a contract customer, we deploy a number of ways to keep you informed. Via our website (www.cdwg.com) and your Premium Page, you will be able to view the latest technologies available to you and pricing options to help you make better -informed purchasing decisions.

They are constantly up- to-date on the most current and emerging technologies. Be it your Account Manager, our website, or your Premium Page, you can be sure that we will work tirelessly to keep you informed of ways to improve how your do business and which solutions best fit your needs.

14. Describe how your company will assist and support customers when their standardized is reaching EOL (end of life).

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CDW•G Response: We often receive advance notification from manufacturers when a product is nearing end of life, and we make every attempt to communicate these changes to customers who may be affected. Your Account Manager will be the first source of updates on products that are nearing end of life. Because we maintain a live catalogue on our website, you will also be able to see in real time which products that we offer are nearing end of life. Your Account Manager also has visibility into our distribution partners’ warehouses through EDI feeds updated at least twice daily. As part of their value- added service, they assist customers in finding substitute products that will help customers achieve the same business results.

15. Describe if technical support questions are handled the same way as a customer service request? If not, describe the type(s) of technical support available, the location of technical support, and the hours of technical support. Is it the intent to use employees of your company or will this be an outsourced function?
CDW•G Response: Your Account Manager stands ready to help you navigate this process.

They receive regular trainings on new products and technologies from OEMs, receiving OEM certifications as trained, certified experts which enable them to assist their customers.

We encourage customers to contact their Account Manager when technical support is necessary. If the Account Manager is unable to assist, he/she determine the best next steps.

They may work with the customer and dedicated manufacturer support coworker to resolve the issues, solicit assistance from their Sales Manager, or connect the customer to our help desk. CDW•G customers can also contact our technical support team directly from our website or their Extranet site, in a variety of ways including email, chat, and telephone. Our technical support team is available Monday – Friday from 6am – 6pm Mountain Standard Time. All customer support is based in the United States. All Help Desk technicians are CompTIA certified; hold at a minimum A+ and Network+ certifications, and many are accredited in various engineering and manufacturing training courses. Our customer service team assists customers to ensure the product is working as the manufacturer intended.

CDW•G provides this value added support, at no charge, for up to two years or manufacturers end of life, whichever comes first.

16. Describe what other services you offer that would be applicable to this contract (e.g. cloud, services, maintenance, implementation, design, analysis, training, repair, etc.)
CDW•G Response:

Available Services
Cloud
Our cloud services will enable you to grow as cloud solutions change and evolve over time. We have been at the forefront of the emerging virtualization technology and are well-positioned to advise you on the Cloud Solution that best fits your needs. We are vendor neutral and we currently work with over 40 cloud solution providers. We offer a range of Cloud Solutions and will work to make sure that you receive the most cost - CDW Government LLC Page 37 of 61 October 23, 2017
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effective solution. Some of our Cloud Solution services include:
• Planning Services
• Migration Services
• Integration Services
• Managed Services
Maintenance
CDW•G recognizes that maintenance/support contracts are of great importance to many customers because uptime is vital to their success.

Our strong partnerships with the industry’s top technology manufacturers, paired with our own maintenance solutions, offers a variety of viable options to our customers. Our maintenance options include the following:
• Warranty extensions and upgrades
• Post-warranty support
• Accidental damage protection
• Maintenance contract agreements (conterminous, break/fix, and retainer)
• Post-sale technical support
• Product and certification training
• Help desk services
Implementation
Our national footprint is expansive, with over 600 engineers on staff in more than 15 service offices, complimented by a national traveling team.

Additionally, we have capabilities to ship 3,000+ custom-configured systems daily; we configure over 750,000 custom solutions in our two state-of-the art distribution centers annually. Our large number of engineers, paired with our configuration capabilities, allows CDW•G to handle any rollout project that contract members may have.

Design
Most of our projects begin with either an assessment or planning and design session. Our architects review your needs and can perform an evaluation of your existing environment to develop a comprehensive solution to meet your particular project objectives.

Consulting and
Analysis
Most of our projects begin with either an assessment or planning and design session. CDW•G technical specialists and field solution architects are experts in many areas including unified communications, networking, wireless, network and physical security and server/storage solutions.

CDW•G will save contract members staff time and effort because our experts have already initiated the due diligence process. We share our knowledge of the latest technologies as well as our expertise regarding the pros and cons of each potential solution. We also offer a variety of more complex consulting/analysis solutions for those customers who need a more in-depth evaluation of their system.

Training
CDW•G’s project methodology ensures technicians and project managers work with the mindset of being an extension of the customer’s IT staff.

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solutions, but continually engaging the IT staff; sharing knowledge, and ensuring the staff knows how to navigate the solution in which the customer vested their resources. Should a customer require training outside of this transfer of knowledge, we have a blended solution of CDW•G offerings, manufacturer standard trainings, and technology training companies.

Repair
In addition to offering onsite repair, we have our own repair center. CDW’s Repair Center offers fast turnaround time and low cost out-of-warranty repair prices, as well as great in-warranty service. Our factory certified repair technicians complete typical repairs on an average of 7-10 business days. We are an authorized Service Center for the following Manufacturers:
• Acer
• Apple
• Fujitsu
• HP
• IBM
• Lenovo
• Service Net
• Sony
• Toshiba
Asset Tagging/
Configuration
We provide asset tagging and configuration services To better help our customers protect their assets and to ensure that you have an accurate accounting of your inventory. We provide multiple asset tagging options:

From serial or part numbers, to location or manufacturer, your equipment can be asset tagged using our CDW•G asset tags or your own tags, customized to your specifications. We can configure your equipment in our Configuration Centers according to your needs so that your products come ready to use out-of-the-box. These services will save you time and increase productivity. Your Account Manager will help you determine which options are the best fit for you.

Please note: due to manufacturer policies, limitations, and agreements, CDW may not be able to service all computer models or lines made by these manufacturers.

17. Describe options for leasing and financing and the various payment methods accepted.

CDW•G Response: CDW•G has a department dedicated solely to assisting our customers with their leasing needs. We take a vendor agnostic approach and CDW•G’s leasing team can work with the City to find the best leasing option that fits within any unique budget constraints the City may be experiencing.

Leasing allows the City to procure needed equipment now, so you do not have to wait years down the road when your budget allows a large- scale purchase. With leasing and financing, CDW Government LLC Page 39 of 61 October 23, 2017
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City of Mesa I nformation Technology Solutions and Services the City also has the ability to bundle costs. Therefore, if you are also working with outdated software, you can purchase it with your products, and even services, all in one fell swoop.

Budgeting for leasing is easier than purchasing outright, as your monthly payments are agreed upon upfront. With a lease, you can choose to add to your lease term; and once you choose to end the lease, you often have the option between purchasing and returning the equipment.

CDW•G’s Leasing Team helps members navigate through all the available leasing providers to select the best option to fit the customer’s needs. For members with a Master Lease Agreement established, we more than likely have a partnership in place with their provider, or can establish one, to extend their existing agreement to incorporate purchases from CDW•G. We are a recognized force with many of our leasing partners, such as our 2014 HP PartnerOne Financial Services Partner of the Year Award. Often, we are able to leverage our relationship with our partners with more advantageous rates or terms. For Members that have diversity requirements to meet, we can recommend our WBE certified leasing partner, Commonwealth Capital Corporation.

We’ll incorporate leasing into our sales team trainings for the contract, so that sales can recognize opportunities where leasing would benefit the members and to be able to speak to the different lease options available.

We are also able to accept payment via the following methods: Credit Cards (American Express, Discover, MasterCard, Visa), Checks, EDI, EFT (Electronic Funds Transfer), and Procurement Cards.

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Tab 3
Pricing Forms

1. Provide price proposal as requested on the Pricing Document (Attachment A- “National TAB”) attached herein. In addition to indicating your proposed discounts on the Price Page, you must also apply those discounts to the sample items listed in the City’s Market Basket listed in Attachment A.

CDW•G Response: The central metric in a pricing structure is the index from which that price is derived. CDW•G utilizes our Nationally Advertised Price (NAP) as the starting point in our price proposal. Contrasted with traditional MSRP (Manufacturer’s Suggested Retail Pricelists) which does not reflect market conditions and therefore does not change, our NAP pricing is scaled and adjusted to remain competitive in the marketplace. Our customers can be sure that the pricing quoted is the most up-to-date and competitive available.

To provide National IPA with a complete catalog offering, CDW•G is proposing contractual pricing to be factored by applying discounts to CDW•G’s product taxonomy. This approach ensures a complete catalog offering, provides the greatest breadth of product offering, as well as an easy “on-ramping” as new product and technologies are introduced. For ease of evaluation and to be compliant with the RFP requirements, CDW•G has conformed to the City of Mesa’s product taxonomy in the market basket as well as the National Discount sections of the price proposal, however the resultant contract will be managed utilizing the CDW•G Category table listed below:

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

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2. Propose and provide details of additional discounts or rebates for volume orders, special manufacturers’ offers, free goods program, the total annual spend, etc.

CDW•G Response: Under the contract, individual clients who purchase significantly larger amounts may qualify for an additional discount on individual purchases. Additionally, as a partner on the contract, CDW-G will be leveraging its influence on manufacturer partners for additional cost saving programs based on contract spend.

With our dedicated Account manager model, CDW•G Account Managers are tasked with providing exceptional customer service and excellent value to each customer who purchases from National IPA. With that goal in mind, if a customer were to forecast larger quantities, the Account manager will work with manufacturer partners on behalf of his/her customer to achieve greater than contract discounts. The discounts and effective savings will be dependent on manufacturer support as well as the size and volume of the order.

Depending on the product type the discounts can be anywhere from 2- 20% additional savings.

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Per the requirements of the solicitation, Attachment A- Pricing Forms is included and attached in Excel format.
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Tab 4
Qualifications (Abilities, Experience, and
Expertise)

1. Provide a brief history and description of your firm. Discuss firm’s national presence in the IT solutions industry.

CDW•G Response: In 1982, 28-year-old, strapped-for-cash Michael Krasny placed a $3 classified ad in the Chicago
Tribune for his IBM personal
computer. After a flood of offers
and a $200 profit, he had an idea.

Krasny formed MPK Computers
and he became a computer broker.

This company later became CDW.

Krasny’s goal was to make CDW
the most successful seller of IT
products in the U.S. Some of his
first tasks to solve customers’
problems include establishing a
computerized database of product
and customer info, creating
algorithms to gauge product sales
and demand, and a hand-operated warehouse roller to fill backlogged orders.

Michael Krasny compiled a list of guiding principles—principles that remain at the core of every decision CDW makes today. We believe the reason the National IPA/CDW•G relationship is so successful is because our values and philosophies practically mirror the values that make up the National IPA Way.

Our values begin with the belief that “People do business with people they like.” This is why we recruit top IT graduates, hire the industry’s most experienced technology experts, partner with business entrepreneurs and educators, and engage military veterans with battlefield experience. It’s because we want to support our customers with talented people who have not only walked a mile in their shoes but are committed to providing solutions that work.

CDW’s way of business hasn’t changed much since ’82. We are still recognized by the hybrid business model developed by Krasny, a perfect blend of distribution and IT solutions provider in one knowledgeable force. We still practice a healthy dose of self and competitor evaluation, going from area to area looking for our weakest links and turning them into strengths. In fact, it is from this idea that CDW•G was born. We realized that neither we, nor or competitors, we’re doing a great job of providing the segment-specific support to our public customers that they needed, or deserved. So in 1998, CDW•G was established, providing our government and education customers insight and expertise that fit their specific needs. In 2005, we incorporated healthcare segment into this mix.

We continue to use our innovative tools and our deep relationships with our customers and vendor partners to evolve our business as our customer needs dictate, such as our CDW Government LLC Page 44 of 61 October 23, 2017
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City of Mesa I nformation Technology Solutions and Services expansive cloud
portfolio. Proof this
approach is working
is our $13.9 billion in
sales for 2016 and
our growing
customer base of
over 350,000 valued
organizations.

Man
y customers
have remained loyal
to CDW•G for
decades because
they know we aren’t
satisfied with past
successes. Instead,
we’ve been focusing
on providing
advanced solutions
and service in areas
like cloud
computing, mobility,
security,
virtualization and
networking.

2. Provide the total number and location of sales persons employed by your firm.

CDW•G Response: CDW•G currently employees 1456 coworkers in 43 different locations nationwide. Over 840 of our CDW•G sales force are Account Manager, with an additional 65 Field Account Executives dispersed throughout the country.

3. Provide the number and location of support centers (if applicable).

CDW•G Response: Currently, we have 43 separate locations. Speaking specifically to the benefit of this contract, seven of the states with new locations are also in the ten states with the highest historical spend on the contract.

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4. Provide public sector sales figures for 2014, 2015, and 2016 and the percentage mix of hardware, software, and services.

CDW•G Response: Below you can see evidence of National IPA Contract sales growth.

The growth rates of National IPA exceed the standard rate for CDW•G, verifying our good faith effort to promote the contract within our existing client base.

National IPA Contract Sales
Year Sales In Millions % of Growth
2008 $4 N/A
2009 $21.7 442.50%
2010 $44.1 103.20%
2011 $83.3 88.90%
2012 $99.4 19.30%
2013 $113 13.68%
2014 $160.1 41.68%
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City of Mesa Information Technology Solutions and Services 2015 $253.7 58.46%
2016 $390 53.72%

5. Please submit you FEIN and Dun & Bradstreet report.

CDW•G Response: CDW•G FEIN: 36-4230110.

Dun & Bradstreet numbers:

CDW LLC: 10-762-7952; CDW Government LLC: 02-615-7235
CDW•G cannot supply a Dun & Bradstreet report, as it violates our contract with Dun and Bradstreet. The City of Mesa can obtain a report for CDW•G from Dun & Bradstreet.

6. Provide a summarization of your experience in performing work similar to that outlined in this solicitation.

CDW•G Response: CDW•G holds a number of similarly structured contracts. Since 2008, we have grown our contract with National IPA, as evidenced in the chart above, and have demonstrated success in broadening and promoting the National IPA contract. Over the past eight years, National IPA contract sales have consistently grown, year after year, most recently reaching $390M.

For our references we provide customers that can attest to our abilities of both managing this contract, and to addressing and meeting their needs as our customer. We provide contact information for these customers in a separate, confidential file.

7. Provide a minimum of three references for which your firm has provided the same solution (please include company name, address, contact person, phone number, email address and dates of service). References from other public agencies, particularly municipal governments are preferred.

CDW•G Response:

Kern High School District- Business Services
Contact
Address 5801 Sundale Avenue, Bakersfield CA 93309
Phone

Date of Service 2014-today
Culpeper School District
Contact
Address 450 Radio Lane, Culpeper VA 22701-1521
Phone
Email
Date of Service 2005-today
Los Angeles Superior Court
Contact
Address 111 North Hill Street, RM 105D Los Angeles, CA 90012-3219 Phone
Email
Date of Service 2013-today
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8. Provide resumes and three references (preferably from the public sector) for the primary customer service representative(s). Resume(s) shall include their title within the organization, a description of the type of work they would perform, the individuals’ credentials, background, years of experience and relevant experience, etc. References should include the contact’s name, phone number, email, position, organization, and the work which the Offeror performed for the reference.

CDW•G Response: The City’s two primary customer service representatives’ resumes can be found in Tab 7 “Appendix.” Below are the references for each:

Mark Ellis, Manager- Program Management Pat O’Brien, Field Sales Manager Ohio Council of Educational Purchasing
Consortium
Elmo Kallner- Contact
[email protected]
614-579-2669
City of Tucson
Marcheta Gillespie- Contact
[email protected]
520-791-4217
Green River Regional Educational
Cooperative
Ann Burden- Contact
[email protected]
270-563-2113
National IPA
Ken Heckman- Contact
[email protected]
615-289-8561
National Joint Powers Alliance
David Duhn- Contact
[email protected]
218-894-5469
City of Jacksonville/Jacksonville Transit
Authority
Bursey Armstrong- Contact
[email protected]
904-630-3167

9. Provide information regarding if your organization ever failed to complete any work awarded.

CDW•G Response: At the time of submission and to the best of our knowledge, CDW•G has never had a contract terminated for cause

10. Provide information regarding if your firm, either presently or in the past, has been involved in any litigation, bankruptcy, or reorganization.

CDW•G Response: Though CDW•G has been involved in litigation, it has not nor is it expected to impact our ability to provide products and services on this agreement. We have not filed any bankruptcies.

References
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City of Mesa I nformation Technology Solutions and Services Tab 5
Technology

1. Describe your website and the ease-of-use for customers to perform the following types of tasks:
a. to search for products
b. to find alternate products (if a certain product is not available) c. to perform side-by-side price comparison of products d. to order products
e. to track order status, to include backordered items
f. to determine when an item was received and who received it g. to restrict/block the ordering of certain line items and to restrict/block the ordering of groups
h. to create approval paths/levels for orders, to include creating an approval path for restricted items
i. to create “favorites” list or subscribed purchases other personalized list of frequently ordered items
j. to create a “shared” list for an agency to use
k. to obtain online customer service
l. to receive online training
m. to accept credit card payment (and describe the level of data offered; also describe your security measure for credit card orders) n. to track their budget for purchases
o. to generate reports
CDW•G Response: Each Agency utilizing the contract has their own customized Extranet that is available to users 24 hours per day, seven days a week. This value-added tool makes working with CDW•G easy, convenient and efficient. We have been the pioneers in tapping the power of the web – and we continue to develop enhancements based on customer feedback. Our extensive suite of extranet tools is provided to contract users at no additional cost. We have enabled more interactive information about updates to the website via http://www.cdwsiteinfo.com/.

Our web capabilities provide an extra level of convenience, customization, and efficiency for all users. Our award-winning e-Procurement tool brings customers:

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City of Mesa I nformation Technology Solutions and Services Speed — Customers can research, purchase and track technology easier and faster than ever. CDW•G makes the buying process simple and more efficient. With one click, authorized purchasers can procure the best solutions at the best price from one of the industry’s largest inventories of brand-name products. Consolidating purchases through our “one-stop shop” saves customers both time and money.

Information — Our extranets provide the industry’s most comprehensive suite of e- Procurement tools to gather the breadth and depth of detail to help make the right purchasing decisions. The site puts customers in direct contact with their Account Manager who can personally guide with suggestions and recommendations to help make informed purchase decisions.

Reporting — As a rich source of detail on purchase history, license agreements, and asset tracking, your Extranet site lightens the burden of report generation. This customizable extranet is a productivity-enhancing tool, giving the exact detail customers require whenever they need it. As detailed in Question #10 of this section, customers can also download reports into a variety of formats, including Microsoft Excel, CSV and tab-delimited files. The value-added benefit of a customized extranet is the ability to manage data and information that will enable customers to make more cost-effective decisions. It also reduces the administrative and purchasing costs involved in procurement.

Extranet Features
We provide specific features of a customized extranet below:

Contract Pricing — View Negotiated Contracts in Real-Time, Receive Bids Quickly Agencies can view the City’s contract pricing, right from their extranet. City of Tucson contract users can view all eligible contract pricing as they shop. Their extranet automatically provides their special prequalified pricing and discounts on tens of thousands of products. Authorized users can access contract and/or special pricing in real-time, as the site is constantly updated to reflect the latest status. Buyers from any location can view approved contract pricing to ensure this pricing structure holds true throughout the entire organization.

Account Team — Access Expert Support with a Personal Touch Your extranet page allows customers to work directly with your dedicated Account Manager and team of sales support, as well as customer service professionals and certified technicians during every step of the purchasing cycle. The page displays pictures of the customer’s Account Team, view their contact information and check their availability in and out of the office.

Online Quotes — Create, Review and Place Orders in Minutes Purchasers can review quotes online just moments after their Account Manager create it.

From here, users can print it, forward it to colleagues or manager for pre-authorization, or convert it to a live order. This feature also lets customers create their own quote right from their shopping cart, in addition to viewing contracts, volume and bid pricing online.

Company Solutions — Compare and Buy Single or Bundled Products with One Click This capability enables agencies to customize their extranet home page to show the products and configurations their organization uses, and to streamline standard product orders. They can choose a variety of formats to view products individually, in bundles, by manufacturer or even in side-by-side comparisons. By grouping products into bundles, there is no guesswork when making repeat purchases on your standardized solutions. The CDW Government LLC Page 50 of 61 October 23, 2017
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extranet page also allows customers to perform quick product searches and to “comparison shop” by viewing side-by-side, detailed product descriptions before they even place an order. This takes the hassle out of downloading data from multiple manufacturer websites.

Catalogs and Custom Catalogs – Limit Product Purchase Rights The catalog feature allows agencies to create customized catalogs. Customized catalogs can be used to limit the purchasing ability of end-users based on: Purchase History, Corporate Solutions,
Contract(s), Manufacturer Part Number, the CDW•G
EDC, and through the Search function. The same engine
and keywords that drive the Search Engine are also
available to search for product. This allows purchasers to refine items listed before making them a part of their
agency’s custom catalog for one or multiple users. These rules can be used to add product to a catalog or exclude items from one as well. Once applied to a group or PAS
workflow, they can really help control the spending habits of end users and help keep IT budgets on only the standard of items approved.

Asset Management — Follow Asset-Tagged Hardware throughout Agencies Your extranet page provides an online asset management tool to track asset tagged products. Products are searchable by serial number,
order number, date of purchase, product description,
warranty length, invoice number, or location. Users can even create their own custom fields and add or enter
products purchased from other vendors. This extranet
feature also allows customers to modify their records to reflect the transfer of equipment from one location to
another, a real plus for customers with multiple locations.

Asset Management then lets the user create and
download a detailed report of their hardware assets.

Account Linking — View, Place and Track Orders
from Multiple Addresses
Account Linking lets customers view, place and track orders, including historical purchases across multiple bill-to addresses. A single login gives authorized users a way to efficiently access their order status from across the enterprise to anywhere in the world. This eases the challenge of multiple purchases from disparate locations by centralizing the purchasing process, yet offering the flexibility to place and track orders by address and location.

My Purchases — Track Order Status and Purchasing History Instantly This feature offers a full breadth of tools to track order status, purchasing history and financing options. Original invoices can be printed; giving a view into outstanding balances and invoices, credits, adjustments and/or payments. Agencies can download their purchasing history in preferred time increments (such as month-to date, last six months, prior year, etc.) in any number of formats. The system lets users automatically save this data in spreadsheet or database applications. Authorized users can readily search their order, get a tracking number, check shipping status, and request a Return Merchandise Authorization (RMA).

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The extranet page also automates the approval process. PAS enables customers to restrict their employees’ purchasing power and to automate
required approvals before they place any order. PAS
bypasses the laborious step of having a purchasing
administrator personally place each order. This process allows for multiple levels of approval, as well as multiple approval systems, which can all function independently for many departments/locations within the procurement
process. This system also allows for reporting that is
specific to orders which have moved through the
requisition process setup through PAS. All reporting is as dynamic and editable as the other tools on their extranet.

Product Finders — Easily Find the Right Accessories and Supplies CDWG.com now offer Product Finders to make it even easier to find supplies for printers, fax machines, copiers, multi-functions, and other devices. Customers can also search for desktops and notebooks. Product Finders guides to the technology solutions that fit agencies needs and will even help find information for discontinued models. These Finders were designed to ensure
compatibility for product categories including cables, desktops, ink and toner, memory, notebooks, power protection, and cases and bags.

2. Describe additional functionality offered by your website. Provide screenshots, a demo “CD/jump drive,” demo URL, a manual, etc., or any other format that will aid the City in our evaluation of your website.

CDW•G Response: The City can review the current contract’s CDW•G Premium Page at www.cdwg.com/nationalipasolutions. When placing an order, agency members log into their own personal CDW•G Extranet to complete the procurement. This account is available twenty-four hours a day, seven days a week. On this site, agencies can compare products, quickly find compatible accessories, and select from a number of shipping options.

However, this account offers more than just ordering functions. Agencies can track spend history, manage assets, and create customized reports. If they are in need of customer service assistance, they can reach their account manager, chat with or email a representative, and even place an RMA request. For an Extranet tour, visit http://www.cdwsiteinfo.com/extranet-video/.

The Extranet is not the only site we offer helpful tools to our customers, our main page, cdwg.com has a plethora as well. For a tour of this site’s functionalities, visit http://www.cdwsiteinfo.com/cdw-site-tour/.

CDW•G will continue to build new e-Procurement solutions and feature enhancements based on customer feedback. We strive to regularly incorporate new features and capabilities that ease inventory headaches.

3. Describe any national awards and/or other recognition that your website has received.

CDW•G Response: In October 2015 CDW•G was ranked No. 8 on the list of America’s 500 largest e-retailers by Internet Retailer’s Top 500 Retail Web Sites Guide.

4. Describe the hours your website is available? What are your hours of downtime, such as for system maintenance?
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CDW•G Response: CDW•G does not have any scheduled extranet down time. Our website’s availability is above 99.95%. We are constantly imaging and activating revisions while the site is fully operational. CDW•G works to ensure that there is redundancy in place to minimize any risk of downtime for contract purchasers.

We typically inform our customers of scheduled extranet outages 24-48 hours in advance.

When these outages must occur, which is not often, we tend to schedule them on weekends when there is the least impact on the customer. We advise our customers on any significant changes 45 days ahead of the scheduled change. Customers can let their Account team know if they would like to be added to this notification list.

5. Does your website offer real time product availability? CDW•G Response: Yes, most manufacturers send us daily Electronic Data Interchange (EDI) downloads with pricing and product availability information. Our channel distributor partners send us daily EDI downloads, which allows us visibility to inventory items and pricing broken down by local or remote facilities. Furthermore, our top three distribution partners provide real time inventory information.

Using a Just-In-Time inventory management system, our purchasing department excels at keeping a one-to-four-week supply of products in our distribution centers (depending on current sales volume trends for each product). We scan inventory as it enters the distribution center, as it moves through the fulfillment process, and before it leaves the centers. This allows us to maintain near perfect inventory accuracy. The system processes and transmits each scan in real-time, providing immediate inventory updates.

6. How does your company leverage your website to inform customers of the additional savings that may be available?
CDW•G Response: Our website has a dedicated tab for informing our customers of additional savings and deals that are available to them. Under the “Deals” header, as shown below, we advertise discounted products and pass this on to our customers. Deals span all product categories and manufacturers, and we inform our customers if a specific OEM is running a particular deal. We strive to pass on value and savings to our customers, and this is another way our website keeps our customers updated and apprised of our latest offerings.

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7. Describe the types of email confirmations that your website generates.

What events trigger an email going to the customer?
CDW•G Response: CDW•G’s website generates a number of customer email confirmations including quote and order confirmations, notification of back orders, and shipment notifications. National IPA members can enroll in paperless billing to receive credit card invoices via email, and reminders to order frequently used products. Order status information is available 24 hours a day on our Quick Order Status tool.

8. Describe the registration process to set up new customers for you online ordering process. Is self-registration available? If an agency does not want self-registration, are you available to assist in the registration process?
CDW•G Response: Yes, self-registration is available. Additionally, your Account Manager will be happy to walk you through the registration process and ensure that you’re properly entered into the system. Your Account Manager are trained to enroll new customers to access the National IPA contract, should our customers need immediate access. A confirmation number is generated and sent to your Account Manager who will then then provide this confirmation and the customer’s CDW•G account number to your dedicated Program Manager, who immediately adds them to the system for contract access. Jumana Dihu, your Program Manager, adds new members to the contract typically within a week of receiving a new member list from National IPA.

If the agency does not already have an Extranet account, there are a few short steps for them to create an account. Once the customer creates their account, they simply log on to access the contract. Account Managers will provide any registration assistance.

9. Describe if your website can be customized for an agency’s specific needs, such as placing our logo on your website, associating an agency blanket purchase order number on all orders, creating a bulletin board or other place to display customized messages, displaying approved configurations, naming certain fields (i.e., user defined fields, ability to include budget information), etc.

CDW•G Response: Your Extranet account can be customized to your exact specifications.

We can include your favorite items, frequently purchased products, bundled items. Your site will be tailored to your needs. The site currently displays the National IPA logo, displays a customized message, highlights appropriate products, and has fields named as specified by the City. Agencies customized extranet home page will provide authorized users with quick and easy access to the following features:

Quick Cart – Enables users to add items directly to their cart by typing in the CDW part number.

Account Team – Displays the “In/Out” status of your dedicated Account Manager and provides immediate and direct access to your dedicated Account Manager via phone fax and email. Also, provides a link to your entire dedicated Account Team.

News – Provides additional information on extranet tools and enhanced features.

Promotions and Updates - Shows current promotions and updates to technology solutions.

Featured Products – Highlights specific products and solutions.

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Recent Orders – Displays information for orders for the past 45 days including order status, purchase date, purchase order number, purchaser, and sub-total.

Contracts – Provides details of pricing contracts for your organization and enables you to download pricing for your contracts.

Bundles – Takes the guesswork out of repeat purchases. Administrators can create custom bundles containing their company’s standardized solutions.

Individual Products – Allows administrators to highlight products for quick and easy access.

Comparison Charts – Helps users to compare the features and prices of multiple products during the shopping process and save those comparisons for future reference.

Links – Lets users maintain easy access to manufacturer websites and other helpful online destinations. There are links to additional extranet features that are only a click away. These features include:

My Purchases – Offers a full breadth of tools to track order status, purchase history, and financial information.

Security Settings – Enables administrators to restrict users’ access to specific functions.

Asset Management – Enables you to create and download a detailed report of your organization’s hardware assets that have been asset tagged.

Software License Tracker – Simplifies software license management and reduces the risk of noncompliance.

Quotes – Enables you to create your own quote right from your shopping cart, forward it for preauthorization, and convert it to a live order.

Purchase Authorization – Automates approval process and manages users’ purchasing power.

Custom Catalogs – Displays only products approved for purchase by your organization.

Online Chat – Puts users in direct contact with customer relations, technical support, and e- support team representatives.

10. Describe the types of online reporting that are available. Is customized reporting available?
CDW•G Response: CDW•G’s reporting capabilities are extremely flexible and comprehensive. CDW•G Extranet provides access to real-time information in a way that is convenient and easy to use.

The City of Mesa authorized users have access to your extranet 24 hours per day, 7 days per week. Authorized users have the ability to generate a variety of reports via their agency’s extranet. Data fields include, but are not limited to:
• Product name
• Item description
• Part number
• Cost per unit
• Order quantity
• Delivery location
• Date ordered
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City of Mesa I nformation Technology Solutions and Services • Purchase Order#
• Purchased by
Agencies can view standard reports, and create and save custom reports. Reports can also be generated for a variety of timeframes; differentiated by site, division, department, buyer, city, state, product, etc. Users can select from Microsoft Excel, CSV and tab-delimited files for report downloading.

11. Describe your online return process (if available).

CDW•G Response: In order to return any product to CDW•G, including damaged or defective products, contract users must request a Return Merchandise Authorization (RMA) number. The most efficient way to request an RMA number is via the customer’s CDW•G Extranet. When an RMA request is entered, the system automatically checks several factors to see if the RMA can be automatically approved. If the return meets these factors, the RMA number is emailed directly to the customer. Should the auto-approval criteria not be met, the RMA will route to Customer Relations for processing. The benefit of our automated system is faster turnaround time on most RMA approvals. Once CDW•G has processed the request, the customer receives an email with the RMA number. The approved RMA number must be clearly noted on the shipping label of each box.

CDW•G carries many more highly customizable products than what we have historically carried on this contract. A uniquely customized product is not as simple to return as an off- the-shelf product. Once a product has been customized, we are unable to return it to the OEM ourselves; that activity must be handled directly between the purchaser and the OEM.

Therefore, CDW•G proposes the following return policy:
o Except for certain products that are uniquely customized to City specifications, which shall be indicated at the time of Quote, all defective products shall be i
dentified within thirty (30) days of receipt and will then be replaced and ex
changed by the Contractor. The cost of transportation, unpacking, inspection, re-packing, re-shipping or other like expenses shall be paid by the C
ontractor. All replacement products must be received by the City within seven (
7) days of initial notification.
o Uniquely customized products are typically indicated by the inclusion of the designation “CTO,” “BTO” or “Customer’s Name” in the product description of the item. When providing a quote for products that are uniquely customized to City specifications, Contractor shall include the following statement on t he
q
uote: “This quote contains a custom item, this item may not be able to be r
eturned, depending on manufacturer restrictions.”
M
ore often than not, we are able to find a return remedy - even in the case of customized products. To ensure customer clarity around returning customized items, we will instruct our Account Managers to discuss the return policy with the customer during the building process for customized solutions, if they are not already doing so.

12. Describe any third-party integration that you have successfully implemented. For example, is your website integrated with any third- party procurement, financial, or purchasing/credit card systems? Is there a cost for these services?
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City of Mesa I nformation Technology Solutions and Services CDW•G Response: CDW•G has implemented eCommerce solutions with over 72 eProcurement partners, for over five thousand customers on most of the major purchasing platforms. There is no charge for integration support, unlike some of our competitors.

CDW•G has overseen cXML and OCI Punch-Out solutions since 2001, with over 8,000 integrations to date. These integrations make up a quarter of our web business. There are three teams that span the eCommerce/IT/Sales departments that are solely dedicated to eProcurement integration projects.

We likewise provide level III/tier 3 credit card reporting and provide financial reports (invoices and histories) in different automated formats for compatibility with financial systems. While our website is compatible with third party e-commerce solutions, the CDW•G is owned and managed in-house without reliance on third party support for our key web systems. There is no additional charge for these services.

Below are examples of ecommerce methods CDW•G currently supports with our customers:

FTP (File Transfer Protocol)
CDW•G’s FTP processing is flexible; we can exchange fixed length, wrapped or unwrapped files, with or without CR/LF. We can also exchange stream files – one continuous stream of data (variable length).Naming conventions for files and the number of files exchanged are flexible.

CDW•G or the customer can host the FTP site. UserID and Password are required to access our FTP site. CDW can delete files that have been retrieved. Partners will be expected to delete files after they are retrieved.

CDW•G uses PGP to encrypt data exchanged FTP. PGP (Pretty Good Privacy) is widely available and uses public-key cryptography to exchange files, with both privacy and authentication, over all kinds of networks. CDW•G can also support FTP using SSH or SSL session encryption.

EDIINT-AS1
This communication method uses the e-mail system to transfer encrypted data over the internet. The partner needs to have an AS1 compliant software package that can encrypt and decrypt EDIINT AS1 data.

EDIINT-AS2
This method uses the internet to exchange data. This communication method uses an HTTP post (language of web sites) to transfer encrypted data over the internet. The partner needs to have an AS2 compliant software package that can encrypt and decrypt EDIINT AS2 data.

HTTPS (HyperText Transmission Protocol, Secure)
This method allows CDW to send and receive data through a Web Server using HTTP/S.

HTTP is traditionally used for displaying interactive Web pages, but can also be used as a communication method.

VAN (Value Added Network)
A VAN is the least desirable method due to the fees incurred for this third-party service.

CDW•G will be happy to work with you in any capacity to eliminate the use of VANs as a communication method. If necessary, we can establish a secure connection to a VAN and the VAN should exchange in a secure fashion as well.

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13. Describe your strategic vision for your website – i.e., Is new functionality expected to be added? If so, describe the functionality and the timeline for implementation. How often is the web redesigned? As technology evolves (for example, new search engines are more robust), does your website evolve, too? Etc.

CDW•G Response: The CDW•G website is the 10th largest website in the world measured by revenue volume. While we no longer release specific website sales numbers, past numbers indicate that our website is now processing over $2 billion per year in transactions.

Additionally, the website is estimated to assist with another $4 billion in sales that are finalized on the phone or via purchase order.

The extreme volume and business-critical nature of the CDW•G website means we must focus on usability and uptime at all times. CDW•G employs over 200 in house IT personnel to keep the website accurate and running; their success is reflected in the less than 6 minutes of unplanned downtime last year - an uptime exceeding 99.997%.

Because the website processes such volume, new functionality is constantly in the works but never fully implemented until we have conducted rigorous testing for usability, compatibility and perceived value to our customers. We have also added a new Solutions & Services section, which contains streaming content and white papers that cover all the comprehensive categories where our software and hardware solutions pair with best in class support and advanced technology services.

As a world-leading website, the CDW•G site has the functionality to be compatible with our most advanced customer needs, including advanced security, multi-level approvals, asset tracking and others. Our staff of 200 will always be expanding these capabilities as advancements in technology and customer needs dictate.

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Tab 6
Other Forms
The following forms should be completed and signed:

1. Vendor Information Form

2. Exceptions & Confidential Information Form

3. General Questionnaire Form

4. Lawful Presence Affidavit

5. Respondent Certification Form (Offer and Acceptance)

6. Respondent Questionnaire

7. W-9 Form. All responses should include a fully completed, current W-9 form. Failure to include the W-9 will not disqualify your response, however the W-9 must be submitted to the City prior to the execution of any contract pursuant to this Solicitation.

CDW•G Response: CDW•G’s response to these forms follow this page.

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REQUIRED RESPONSE FORMS
V7/14/2015 Required Response Forms – Page 1 of 5 2018011

VENDOR INFORMATION
Company Legal/Corporate Name: CDW Government LLC
Doing Business As (if different than above):

Address: 230 North Milwaukee Avenue
City: Vernon Hills State: IL Zip: 60061-9740
Phone: 800-808-4239 Fax: 847-419-6200
E-Mail Address: Website: www.cdwg.com
DUNS # 02-615-7235 State Where Business Entity Was Formed: Illinois Remit to Address (if different than above):

Address: 75 Remittance Drive, Ste #1515
City: Chicago
State: IL Zip: 60675-1515
Contact for Questions about this bid:

Name: Cale LaSalata
Phone: 203-851-7211
Day-to-Day Project Contact (if awarded):

Order from Address (if different from above):

Address:

City:

State: Zip:

Title: Proposal Specialist
E-Mail Address: [email protected]
Title
: Field Sales Manager
E-Mail Address:[email protected]
Name: Pat O'Brien
Phone: 847-371-5584
Sales/Use Tax Information (check one).

Respondent is located outs ide Arizona and does NOT collect Arizona State Sales/Use Tax. (The City will pay use tax directly to the Arizona Department of Revenue.) Respondent is located outs ide Arizona, but is authorized to collect Arizona Sales/Use Taxes. (Respondent will invoice the City the applicable sales tax and remit the tax to the appropriate taxing authorities.)
State Sales Tax Number:

City Sales Tax Number: City of: AZ
Applicable Tax Rate: %
Respondent is located in Arizona. (Respondent will invoice the City the applicable sales tax and remit the tax to the appropriate taxing authorities)
State Sales Tax Number:

City Sales Tax Number: City of: AZ
Applicable Tax Rate: %
x
07637419- State of Arizona
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EXCEPTIONS & CONFIDENTIAL INFORMATION
Exceptions (mark one).

Respondents shall indicate any and all exceptions taken to the provisions or specifications in this Solicitation. Exceptions that surface elsewhere in the Response and that do not also appear under this section shall be considered rejected by the City, invalid and of no contractual significance.

Other Forms or Documents: If the City is required by the awarded Respondent to complete and execute any other forms or documents in relation to this Solicitation, the terms, conditions, and requirements in this Solicitation shall take precedence to any and all conflicting or modifying terms, conditions or requirements of the Respondents forms or documents. *
Special Note – Any material exceptions taken to the City’s Specifications and/or Standard Terms and Conditions may render a Bid Non-responsive.

N o exceptions
E xceptions Taken: Please describe exact sections to which exception is taken. If proposing new or modified language, your firm shall identify the requested language below or provide as additional attachment. The City reserves the right to accept or reject any requested exceptions listed in the below section or attached to the solicitation.

Confidential/Proprietary Information (mark one).

N o confidential/proprietary materials have been included with this Response.

C onfidential/Proprietary materials included with Response. Respondent must identify below any portion of their Response deemed confidential or proprietary and attach additional pages if necessary (See Mesa Standard Terms and Conditions related to Public Records) . Requests to deem the entire bid as confidential will not be considered. The disclosure by the City of information deemed by Respondent as confidential or proprietary is governed by City of Mesa Procurement Rules.

V7/14/2015 Required Response Forms – Page 2 of 5 2018011 x
x
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TAB 6 - Other Forms—Exceptions & Confidential Information

Exceptions & Confidential Information | 1

Exceptions

Exceptions
Section/Page Term, Condition, or Specification Exception/Deviation City Accepts
9 / Scope of
Work page 16
DEFECTIVE PRODUCT. All
defective products shall be replaced
and exchanged by the Supplier. The
cost of transportation, unpacking,
inspection, re-packing, re-shipping
or other like expenses shall be paid
by the Supplier. All replacement
products must be received by the
City within seven (7) days of initial
notification.

CDW•G seeks the following alternate language:

All defective products shall be replaced and
exchanged by the Supplier. The cost of
transportation, unpacking, inspection, re-packing,
re-shipping or other like expenses shall be paid by
the Supplier. All replacement products must be
received by the City within seven (7) days of
initial notification, when such products are in
Supplier stock.

1.2/ Attachment
D, National IPA
Requirements
for Cooperative
Contract,
Exhibit A, page
3 Suppliers are required to pay an
administrative fee of 3.0 % of the
greater of the Contract Sales under
the Master Agreement and
Guaranteed Contract Sales under
this Request for Proposal. Supplier
will be required to execute the
National IPA Administration
Agreement (refer to Exhibit B).

CDW•G seeks the following alternate language:

Suppliers are required to pay an administrative
fee of 3.02 % (Administrative Fee Percentage
hereinafter defined) of the greater of the Contract
Sales under the Master Agreement and
Guaranteed Contract Sales under this Request for
Proposal. . . .

2.2/ Attachment
D, National IPA
Requirements
for Cooperative
Contract,
Exhibit B, page
5 Pricing Commitment
Supplier commits the not-to-exceed
pricing provided under the Master
Agreement pricing is its lowest
available (net to buyer) to Public
Agencies nationwide and further
commits that if a Participating
Public Agency is eligible for lower
pricing through a national, state,
regional or local or cooperative
contract, that the Supplier will
match such lower pricing to that
Participating Public Agency under
the Master Agreement.

CDW•G seeks the following alternate language
for this section: Supplier commits the not-to-
exceed pricing provided under the Master
Agreement pricing is its lowest available (net to
buyer) to Public Agencies nationwide and further
commits that if a Participating Public Agency is
eligible for lower pricing through a national, state,
regional or local or cooperative contract, that the
Supplier will match such lower pricing to that
Participating Public Agency under the Master
Agreement.

2.3/ Attachment
D, National IPA
Requirements
for Cooperative
Contract,
Exhibit A, page
5 Sales Commitment
Supplier commits to aggressively
market the Master Agreement as its
go to market strategy in this defined
sector and that its sales force will
be trained, engaged and committed
to offering the Master Agreement to
Public Agencies through National
IPA nationwide. Supplier commits
that all Master Agreement sales will
be accurately and timely reported to
National IPA in accordance with
the National IPA Administration
CDW•G seeks the following alternate language
for this first sentence: Supplier commits to
aggressively market the Master Agreement as its
go to market strategy in this defined sector and
that its sales force will be trained, engaged and
committed to offering the Master Agreement to
Public Agencies through National IPA
nationwide.

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Exceptions & Confidential Information | 2
Exceptions
Section/Page Term, Condition, or Specification Exception/Deviation City Accepts
Agreement. Supplier also commits
that its sales force will be
compensated, including sales
incentives, for sales to Public
Agencies under the Master
Agreement in a consistent or better
manner compared to sales to Public
Agencies if the Supplier were not
awarded the Master Agreement.

3.3. E /
Attachment D,
National IPA
Requirements
for Cooperative
Contract,
Exhibit A, page
7 E. Supplier is responsible for
proactive direct sales of Supplier’s
goods and services to Public
Agencies nationwide and the timely
follow up to leads established by
National IPA. All sales materials
are to use the National IPA logo. At
a minimum, the Supplier’s sales
initiatives should communicate:
i. Master Agreement was
competitively solicited and publicly
awarded by a Principal
Procurement Agency
ii. Best government pricing
iii. No cost to participate
iv. Non-exclusive contract
CDW•G seeks the following alternate language:

Supplier is responsible for proactive direct sales
of Supplier’s goods and services to Public
Agencies nationwide and the timely follow up to
leads established by National IPA. All sales
materials are to use the National IPA logo. At a
minimum, the Supplier’s sales initiatives should
communicate:
i. Master Agreement was competitively
solicited and publicly awarded by a Principal
Procurement Agency
ii. No cost to participate
iii. Non-exclusive contract
7 / Attachment
D, National IPA
Requirements
for Cooperative
Contract,
Exhibit B, page
10 WITHOUT LIMITING THE

GENERALITY OF THE

FOREGOING, NATIONAL IPA

EXPRESSLY DISCLAIMS ALL

EXPRESS OR IMPLIED

REPRESENTATIONS AND

WARRANTIES REGARDING
NATIONAL IPA’S

PERFORMANCE AS A

CONTRACT ADMINISTRATOR
OF THE MASTER AGREEMENT.

NATIONAL IPA SHALL NOT BE

LIABLE IN ANY WAY FOR

ANY SPECIAL, INCIDENTAL,

INDIRECT, CONSEQUENTIAL,

EXEMPLARY, PUNITIVE, OR

RELIANCE DAMAGES, EVEN IF

NATIONAL IPA IS ADVISED OF

THE POSSIBILITY OF SUCH
DAMAGES.

CDW•G Seeks the following alternative language
to replace existing language: Each Party
(“Indemnifying Party”) shall defend the other
party and the other party’s officers, directors and
employees (each, an “Indemnified Party”) from
and against any claims, demands, actions,
lawsuits, and proceedings asserted or made
against the Indemnified Party (each, a “Claim”)
and shall indemnify and hold harmless the
Indemnified Party from and against any loss,
damage, cost, and expense (including reasonable
attorneys' fees) finally awarded by a court of
competent jurisdiction or included as part of a
final settlement to the extent that the Claim is
proximately caused by the gross negligence or
willful misconduct of the Indemnifying Party
during the performance of the Services and that
the Claim arises either from an action brought by
an unaffiliated third party for death or personal
physical injury, or from damage to tangible
personal property suffered or incurred by the
Indemnified Party.

Claims do not include any damages or liability
that are otherwise excluded from this Agreement
or that arise from the good(s) or software or from
the data processed thereby. The obligation of the
Indemnifying Party under this Section is

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TAB 6 - Other Forms—Exceptions & Confidential Information Exceptions & Confidential Information | 3
Exceptions
Section/Page Term, Condition, or Specification Exception/Deviation City Accepts
contingent upon the Indemnified Party providing
the Indemnifying Party with: (i) sole authority in
any Claim’s defense or settlement; (ii) all
reasonable assistance, at the Indemnifying Party’s
expense, in any such defense; and (iii) prompt
written notice of and description of each Claim;
provided, however, that the Indemnified Party's
failure to provide prompt notice will relieve the
Indemnifying Party of its obligations only if and
to the extent that the Indemnifying Party is
materially prejudiced by such delay. In no event
shall the Indemnifying Party settle any Claim that
involves a remedy other than the payment of
money without the prior consent of the
Indemnified Party. NEITHER CONTRACTOR,

ITS AFFILIATES OR ITS OR THEIR

SUPPLIERS, SUBCONTRACTORS OR

AGENTS SHALL BE LIABLE FOR ANY

INCIDENTAL, INDIRECT, SPECIAL,

PUNITIVE OR CONSEQUENTIAL
DAMAGES. IN THE EVENT OF ANY

LIABILITY INCURRED BY CONTRACTOR

OR ANY OF ITS AFFILIATES HEREUNDER,

THE ENTIRE LIABILITY OF CONTRACTOR

AND ITS AFFILIATES FOR DAMAGES

FROM ANY CAUSE WHATSOEVER WILL
NOT EXCEED THE LESSER OF: (A) THE

DOLLAR AMOUNT PAID BY CITY FOR

EITHER THE SPECIFIC PURCHASED
ITEM(S) GIVING RISE TO THE CLAIM; OR
(B)
$1
,000,000.00 OVER THE ENTIRE TERM
OF THE AGREEMENT.
12/ Attachment
D, National IPA
Requirements
for Cooperative
Contract,
Exhibit B, page
11 An “Administrative Fee” shall be
defined and due to National IPA
from Supplier in the amount of __
percent (__%) (“Administrative Fee
Percentage”) multiplied by the total
purchase amount paid to Supplier,
less refunds, credits on returns,
rebates and discounts, for the sale
of products and/or services to
Principal Procurement Agency and
Participating Public Agencies
pursuant to the Master Agreement
(as amended from time to time and
including any renewal thereof)
(“Contract Sales”). From time to
time the parties may mutually agree
in writing to a lower Administrative
Fee Percentage for a specifically
identified Participating Public
CDW•G Seeks the following alternative language
to replace existing language:

All sales shall be subject to aAn “Administrative
Fee” shall beas defined and due to National IPA
from Supplier in the amount of two __ percent
(__%) (2%), except Software and Chromebook
product categories which will incur no fee
(“Administrative Fee Percentage”), , multiplied
by the total purchase amount paid to Supplier,
less refunds, credits on returns, rebates and
discounts, for the sale of products and/or services
to Principal Procurement Agency and
Participating Public Agencies pursuant to the
Master Agreement (as amended from time to time
and including any renewal thereof) (“Contract
Sales”). From time to time the parties may
mutually agree in writing to a lower
Administrative Fee Percentage for a specifically
152 of 406
Exceptions & Confidential Information | 4
Exceptions
Section/Page Term, Condition, or Specification Exception/Deviation City Accepts
Agency’s Contract Sales. identified Participating Public Agency’s Contract Sales.
13/ Attachment
D, National IPA
Requirements
for Cooperative
Contract,
Exhibit B, page
12 13. Supplier shall provide
National IPA with an electronic
accounting report monthly, in the
format prescribed by National IPA,
summarizing all Contract Sales for
each calendar month. The Contract
Sales reporting format is provided
as Exhibit C (“Contract Sales
Report”), attached hereto and
incorporated herein by reference.

Contract Sales Reports for each
calendar month shall be provided
by Supplier to National IPA by the
10th day of the following month.

Failure to provide a Contract Sales
Report within the time and manner
specified herein shall constitute a
material breach of this Agreement
and if not cured within thirty (30)
days of written notice to Supplier
shall be deemed a cause for
termination of the Master
Agreement, at Principal
Procurement Agency’s sole
discretion, and/or this Agreement,
at National IPA’s sole discretion
Due to the high volume of transactions
anticipated on this program, CDW respectfully
requests 15 business days to produce reporting
and payment of any Administrative Fees, and
therefore seeks the following alternative language
to replace existing language:

Supplier shall provide National IPA with an
electronic accounting report monthly, in the
format prescribed by National IPA, summarizing
all Contract Sales for each calendar month. The
Contract Sales reporting format is provided as
Exhibit C (“Contract Sales Report”), attached
hereto and incorporated herein by reference.

Contract Sales Reports for each calendar month
shall be provided by Supplier to National IPA by
the 10th 15th business day of the following
month. . . .

15/ Attachment
D, National IPA
Requirements
for Cooperative
Contract,
Exhibit B, page
12 Supplier shall maintain an
accounting of all purchases made
by Participating Public Agencies
under the Master Agreement.

National IPA, or its designee, in
National IPA’s sole discretion,
reserves the right to compare
Participating Public Agency records
with Contract Sales Reports
submitted by Supplier for a period
of four (4) years from the date
National IPA receives such report.

In addition, National IPA may
engage a third party to conduct an
independent audit of Supplier’s
monthly reports. In the event of
such an audit, Supplier shall
provide all materials reasonably
requested relating to such audit by
National IPA at the location
designated by National IPA. In the
event an underreporting of Contract
Sales and a resulting underpayment
of Administrative Fees is revealed,
CDW•G Seeks the following alternative language
to replace existing language:

Supplier shall maintain an accounting of all
purchases made by Participating Public Agencies
under the Master Agreement. National IPA, or its
designee, in National IPA’s sole discretion,
reserves the right to compare Participating Public
Agency records with Contract Sales Reports
submitted by Supplier for a period of four (4)
years from the date National IPA receives such
report. Auditing is solely for the purpose of
verifying Supplier’s compliance with this
Agreement. The audit must be pursuant to a
signed Supplier’s Confidentiality Agreement. An
audit can be done only once a year and no
auditing can be done for the same time period
more than once. No audit may be conducted for
any period which begins more than twelve
months prior to the date the audit is requested.

Supplier is not required to keep original
documents and copies of relevant documents will
suffice for the purposes of this provision. The
sole right for damages determined by the audit is

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Exceptions
Section/Page Term, Condition, or Specification Exception/Deviation City Accepts
National IPA will notify the
Supplier in writing. Supplier will
have thirty (30) days from the date
of such notice to resolve the
discrepancy to National IPA’s
reasonable satisfaction, including
payment of any Administrative
Fees due and owing, together with
interest thereon in accordance with
Section 13, and reimbursement of
National IPA’s costs and expenses
related to such audit.
limited to the actual discrepancies. The audit must
be conducted during regular business hours at a
mutually agreeable time and upon reasonable
advanced notice. In addition, National IPA may
engage a third party to conduct an independent
audit of Supplier’s monthly reports. In the event
of such an audit, Supplier shall provide all
materials reasonably requested relating to such
audit by National IPA at the location designated
by National IPA Supplier. In the event an
underreporting of Contract Sales and a resulting
underpayment of Administrative Fees is revealed,
National IPA will notify the Supplier in writing.

Supplier will have thirty (30) days from the date
of such notice to resolve the discrepancy to
National IPA’s reasonable satisfaction, including
payment of any Administrative Fees due and
owing, together with interest thereon in
accordance with Section 13, and reimbursement
of National IPA’s costs and expenses related to
such audit.
16/ Attachment
D, National IPA
Requirements
for Cooperative
Contract,
Exhibit B, page
12 This Agreement, the Master
Agreement and the exhibits
referenced herein supersede any
and all other agreements, either oral
or in writing, between the parties
hereto with respect to the subject
matter hereto and no other
agreement, statement, or promise
relating to the subject matter of this
Agreement which is not contained
or incorporated herein shall be valid
or binding. In the event of any
conflict between the provisions of
this Agreement and the Master
Agreement, as between National
IPA and Supplier, the provisions of
this Agreement shall prevail.

CDW•G Seeks the following alternative language
to replace existing language:

This Agreement, the Master Agreement and the
exhibits referenced herein supersede any and all
other agreements, either oral or in writing,
between the parties hereto with respect to the
subject matter hereto and no other agreement,
statement, or promise relating to the subject
matter of this Agreement which is not contained
or incorporated herein shall be valid or binding.

In the event of any conflict between the
provisions of the CSO (hereinafter defined), this
Agreement, and the Master Agreement, as
between National IPA and Supplier, the
provisions of the documents will control in the
following order: the CSO, this Agreement, and
the Master Agreement shall prevail.

With regard to third party cloud computing and
storage services, the Third Party Cloud
Computing and Storage Services terms, as set
forth in Attachment B shall govern. CDW
Government LLC (“CDW”) acts as a rebiller only
and has no control over the delivery of the cloud
computing and storage services.
10/ Attachment
D, National IPA

WITHOUT LIMITING THE

GENERALITY OF THE
CDW•G Seeks to add the following sentence to
the end of this paragraph: Notwithstanding the
154 of 406
Exceptions & Confidential Information | 6
Exceptions
Section/Page Term, Condition, or Specification Exception/Deviation City Accepts
Requirements
for Cooperative
Contract,
Exhibit C, page
16 FOREGOING, THE NATIONAL

IPA PARTIES EXPRESSLY

DISCLAIM ALL EXPRESS OR

IMPLIED REPRESENTATIONS

AND WARRANTIES

REGARDING ANY PRODUCT,

MASTER AGREEMENT AND
GPO CONTRACT. THE

NATIONAL IPA PARTIES

SHALL NOT BE LIABLE IN

ANY WAY FOR ANY SPECIAL,

INCIDENTAL, INDIRECT,

CONSEQUENTIAL,

EXEMPLARY, PUNITIVE, OR

RELIANCE DAMAGES, EVEN IF

THE NATIONAL IPA PARTIES

ARE ADVISED OF THE

POSSIBILITY OF SUCH
DAMAGES. FURTHER, THE

PROCURING PARTY

ACKNOWLEDGES AND

AGREES THAT THE NATIONAL

IPA PARTIES SHALL HAVE NO

LIABILITY FOR ANY ACT OR

OMISSION BY A SUPPLIER OR

OTHER PARTY UNDER A

MASTER AGREEMENT OR GPO
CONTRACT.
foregoing, CDW Government LLC is not a party
to this Agreement nor is it a third -party
beneficiary thereto. Furthermore, it is the express
intent of the National IPA Parties that the
Agreement shall not establish any third party
beneficiaries or third party rights and that the
Agreement shall only benefit the National IPA
Parties (and the Affiliates thereof).
4/ Exhibit 1,
Draft
Agreement, City
of Mesa
Agreement
Pursuant to
Solicitation,
page 25
In the event of any inconsistency
between the terms of the body of
the Agreement, the Exhibits, the
Solicitation, and Response, the
language of the documents will
control in the following order:

1. Agreement (Master
Agreement or City of Mesa
Agreement Pursuant to
Solicitation);

2. Exhibits: a. Mesa Standard
Terms & Conditions (Exhibit C); b.

National IPA Agreement (Exhibit
D); c. Scope of Work (Exhibit A);
d. Other Exhibits not listed above;

3. Solicitation including any
addenda; and

4. Contractor Response
CDW•G Seeks the following alternative language
to replace existing language:

In the event of any inconsistency between the
terms of the body of the Agreement, the Exhibits,
the Solicitation, and Response, the language of
the documents will control in the following order:

1. Contractor Response

2. Agreement (Master Agreement or City of Mesa
Agreement Pursuant to Solicitation);

3. Exhibits: a. Mesa Standard Terms &
Conditions (Exhibit C); b. National IPA
Agreement (Exhibit D); c. Scope of Work
(Exhibit A); d. Other Exhibits not listed above;

4. Solicitation including any addenda; and

8/ Exhibit 1,
Draft
Agreement, City
of Mesa
Agreement
Pursuant to

8. Requirements Contract.

Contractor acknowledges and
agrees the Agreement is a
requirements contract; the
Agreement does not guarantee any
purchases will be made (minimum
CDW•G Seeks to add the following sentence to
the end of this paragraph:

For purposes of this Section, a “reasonable period
of time” shall mean 24-48 hours after Supplier
receives a purchase order.

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Exceptions
Section/Page Term, Condition, or Specification Exception/Deviation City Accepts
Solicitation,
page 28
or maximum). Orders will only be
placed when the City identifies a
need and issues a purchase order or
a written notice to proceed. The
City reserves the right to cancel
purchase orders or a notice to
proceed within a reasonable period
of time of issuance; any such
cancellation will be in writing.

Should a purchase order or notice
to proceed be canceled, the City
agrees to reimburse Contractor for
any actual and documented costs
incurred by Contractor. The City
will not reimburse Contractor for
any avoidable costs incurred after
receipt of cancellation including,
but not limited to, lost profits,
shipment of product, or
performance of services. The City
reserves the right to purchase
contracted items through other
sources if determined in the best
interests of the City to do so.

9.c.iv/ Exhibit 1,
Draft
Agreement,
Exhibit C, Mesa
Terms
&
Co
nditions,
page 33
The City may, at its sole discretion,
conduct random verification of the
employment records of Contractor
and any subcontractor to ensure
compliance with the Contractor
Immigration Warranty. Contractor
agrees to assist the City in regard to
any random verification performed.

CDW•G Seeks to add the following sentence to
the end of this paragraph: Notwithstanding the
foregoing, any Contract audits must be pursuant
to a signed Contractor’s Confidentiality
Agreement. An audit can be done only once a
year and no auditing can be done for the same
time period more than once. No audit may be
conducted for any period which begins more than
twelve months prior to the date the audit is
requested. Contractor is not required to keep
original documents and copies of relevant
documents will suffice for the purposes of this
provision. The sole right for damages determined
by the audit is limited to the actual discrepancies.

The audit must be conducted during regular
business hours at a mutually agreeable time and
upon reasonable advanced notice.
13/ Exhibit 1,
Draft
Agreement,
Exhibit C, Mesa
Terms &
Conditions,
page 34
AUDITS AND RECORDS.

Contractor must preserve the
records related to this Agreement
for six (6) years after completion of
the Agreement. The City or its
authorized agent reserves the right
to inspect any records related to the
performance of work specified
herein. In addition, the City may
inspect any and all payroll, billing
or other relevant records kept by
CDW•G Seeks to add the additional language
proposed in Section 9.c.iv above to the end of this
paragraph.
156 of 406
Exceptions & Confidential Information | 8
Exceptions
Section/Page Term, Condition, or Specification Exception/Deviation City Accepts
Contractor in relation to the
Agreement. Contractor will permit
such inspections and audits during
normal business hours and upon
reasonable notice by the City. The
audit of records may occur at
Contractor’s place of business or at
City offices, as determined by the
City
24/ Exhibit 1,
Draft
Agreement,
Exhibit C, Mesa
Terms &
Conditions,
page 36
INDEMNIFICATION/LIABILITY.
a. To the fullest extent permitted by
law, Contractor agrees to defend,
indemnify, and hold the City, its
officers, agents, and employees,
harmless from and against any and
all third party liabilities, demands,
claims, suits, losses, damages,
causes of action, fines or
judgments, including costs,
attorneys’, witnesses’, and exper
t
w
itnesses’ fees, and expenses
incident thereto, relating to, arising
out of, or resulting from: (i) the
services provided by Contractor
personnel under this Agreement;
(ii) any negligent acts, errors,
mistakes or omissions by
Contractor or Contractor personnel;
and (iii) Contractor or Contractor
personnel’s failure to comply wit
h
o
r fulfill the obligations established
by this Agreement.
b. Contractor will update the City
during the course of the litigation t
o
t
imely notify the City of any issues
that may involve the independent
negligence of the City that is not
covered by this indemnification.
c. The City assumes no liability for
actions of Contractor and will not
indemnify or hold Contractor or
any third party harmless for claims
based on this Agreement or use of
Contractor-provided supplies or
services.

Notwithstanding what is stated in this section,
CDWG proposes that the terms and conditions
proposed above in Section 7 / Attachment D,
National IPA Requirements for Cooperative
Contract, Exhibit B, page 10.
25/ Exhibit 1,
Draft
Agreement,
Exhibit C, Mesa
Terms &
Conditions,
page 36
WARRANTY. Contractor
warrants that the services and
materials will conform to the
requirements of the Agreement.

Additionally, Contractor warrants
that all services will be performed
in a good, workman-like and
CDW•G Seeks the following alternative language
to replace existing language:

The City understands that the Contractor is not
the manufacturer of the products purchased by the
City hereunder and the only warranties offered
are those of the manufacturer, not the Contractor

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Exceptions
Section/Page Term, Condition, or Specification Exception/Deviation City Accepts
professional manner. The City’s
acceptance of service or materials
provided by Contractor will not
relieve Contractor from its
obligations under this warranty. If
any materials or services are of a
substandard or unsatisfactory
manner as determined by the City,
Contractor, at no additional charge
to the City, will provide materials
or redo such services until in
accordance with this Agreement
and to the City’s reasonable
satisfaction.

Unless otherwise agreed,
Contractor warrants that materials
will be new, unused, of most
current manufacture and not
discontinued, will be free of defects
in materials and workmanship, will
be provided in accordance with
manufacturer's standard warranty
for at least one (1) year unless
otherwise specified, and will
perform in accordance with
manufacturer's published
specifications.
or its affiliates. In purchasing the products, the
City is relying on the manufacturer's
specifications only and is not relying on any
statements, specifications, photographs or other
illustrations representing the products that may be
provided by the Contractor or its affiliates. THE

CONTRACTOR AND ITS AFFILIATES

HEREBY EXPRESSLY DISCLAIM ALL

WARRANTIES EITHER EXPRESS OR

IMPLIED, RELATED TO PRODUCTS,

INCLUDING, BUT NOT LIMITED TO, ANY

WARRANTY OF TITLE, ACCURACY,

MERCHANTABILITY OR FITNESS FOR A

PARTICULAR PURPOSE, WARRANTY OF

NONINFRINGEMENT, OR ANY WARRANTY
RELATING TO THIRD PARTY SERVICES.

THE DISCLAIMER CONTAINED IN THIS

PARAGRAPH DOES NOT AFFECT THE

TERMS OF ANY MANUFACTURER'S
WARRANTY.

The City expressly waives any claim that it may
have against the Contractor or its affiliates based
on any product liability or infringement or alleged
infringement of any patent, copyright, trade secret
or other intellectual property rights (each a
“Claim”) with respect to any product and also
waives any right to indemnification from the
Contractor or its affiliates against any such Claim
made against the City by a third party. The City
acknowledges that no employee of the Contractor
or its affiliates is authorized to make any
representation or warranty on behalf of the
Contractor or any of its affiliates that is not in this Contract.

In connection with the products, certain services,
such as extended warranty service by
manufacturers, are sold by the Contractor as a
distributor or sales agent ("Third Party Services").

In the case of Third Party Services, the third party
will be the party responsible for providing the
services to the City and the City will look solely
to the third party for any loss, claims or damages
arising from or related to the provision of such
Third Party Services. The City hereby releases the
Contractor and its affiliates from any and all
claims arising from or relating to the purchase or
provision of any such Third Party Services. Any
amounts, including, but not limited to, taxes,
associated with Third Party Services which may
be collected by the Contractor will be collected

158 of 406
Exceptions & Confidential Information | 10
Exceptions
Section/Page Term, Condition, or Specification Exception/Deviation City Accepts
solely in the capacity as an independent sales
agent.

If in connection with the provision of products,
the City desires to have the Contractor provide
installation of custom software images, the City
will be required to execute an Installation
Indemnity Agreement, a form of which is
provided at
http://www.cdw.com/forms/indemnity/app.asp.
32/ Exhibit 1,
Draft
Agreement,
Exhibit C, Mesa
Terms &
Conditions,
page 37
RISK OF LOSS. Contractor agrees
to bear all risks of loss, injury, or
destruction of goods or equipment
incidental to providing these
services and such loss, injury, or
destruction will not release
Contractor from any obligation
hereunder.

CDW•G seeks the following alternate language
for this section: Title to Products and risk of loss
or damage during shipment pass from Contractor
to City upon delivery to the destination specified
on the applicable purchase order (F.O.B.

Destination, freight prepaid and added).

159 of 406
TAB 6 - Other Forms—Exceptions & Confidential Information

Exceptions & Confidential Information | 11
Exceptions
Section/Page Term, Condition, or Specification Exception/Deviation City Accepts
35/Exhibit 1,
Draft
Agreement,
Exhibit C, Mesa
Terms &
Conditions,
page 37

PROPRIETARY RIGHTS
INDEMNIFICATION. Without
limiting the foregoing, Contractor
will without limitation, at its
expense defend the City against all
claims asserted by any person that
anything provided by Contractor
infringes a patent, copyright, trade
secret or other intellectual property
right and must, without limitation,
pay the costs, damages and
attorneys' fees awarded against the
City in any such action, or pay any
settlement of such action or claim.

Each party agrees to notify the
other promptly of any matters to
which this provision may apply and
to cooperate with each other in
connection with such defense or
settlement. If a preliminary or final
judgment is obtained against the
City’s use or operation of the items
provided by Contractor hereunder
or any part thereof by reason of any
alleged infringement, Contractor
will, at its expense and without
limitation, either: (a) modify the
item so that it becomes non-
infringing; (b) procure for the City
the right to continue to use the item;
(c) substitute for the infringing item
other item(s) having at least
equivalent capability; or (d) refund
to the City an amount equal to the
price paid, less reasonable usage,
from the time of installation
acceptance through cessation of
use, which amount will be
calculated on a useful life not less
than five (5) years, plus any
additional costs the City may incur
to acquire substitute supplies or
services.

The City's sole rights to the work product,
materials and other deliverables to be provided or
created (individually or jointly) in connection
with the services, including but not limited to, all
inventions, discoveries, methods, processes,
formulae, ideas, concepts, techniques, know-how,
data, designs, models, prototypes, works of
authorship, computer programs, proprietary tools,
methods of analysis and other information
(whether or not capable of protection by patent,
copyright, trade secret, confidentiality, or other
proprietary rights) or discovered in the course of
performance of this Contract that are embodied in
such work or materials (‘Work Product”) will be,
upon payment in full, a non-transferable, non-
exclusive, royalty-free license to use such Work
Product solely for the City's internal use. The City
will have no ownership or other property rights
thereto, and the City shall have no right to use any
such Work Product for any other purpose
whatsoever. The City acknowledges that the
Contractor may incorporate intellectual property
created by third parties into the Work Product
(“Third Party Intellectual Property”). The City
agrees that its right to use Work Product
containing Third Party Intellectual Property may
be subject to the rights of third parties and limited
by agreements with such third parties.

160 of 406
Exceptions & Confidential Information | 12
Confidential Information
The following parts of our response are exempt from public disclosure. Subject to applicable state law, we request that the information detailed below be treated as confidential.

Excemptions from Public Disclousre Confidential Information Page Lines Reasoning
Tab #2
Pages 23-24
Page #: Requirement #4, p. 23
-24
Starting at “CDW-G’s Supplier”
Page #: p. 23 (Requirement
#4) Ending at “Reporting
Capabilities,” p. 24
Per Arizona Revised Statues § 44-405, the
following information is confidential and
proprietary and it might contain trade secrets
therefore not subject to disclosure in case there
is a request.

161 of 406

GENERAL QUESTIONNAIRE

1. Compliance with Applicable Laws. Respondent complies with Exhibit 1, Draft Agreement, Exhibit C, Mesa Standard Terms & Conditions, 9. “Compliance with Applicable Laws”? Yes No

2. Delivery. Delivery, as stated in Detailed Specifications, can be met. Yes No If no, specify number of days for delivery

3. Payment terms. Payment Due (Not less than net 30 days):

Payment Discount of % if invoices are paid within days of receipt.

4. Procurement Card. Does Respondent allow payment of invoices using a Procurement Card? Yes No (Marking a “no” answer will not disqualify your Response.) Discount for Procurement Card Purchases? %

5. Cooperative Purchasing. The use of this Agreement as a cooperative purchasing agreement available to other governmental agencies is described in the Mesa Standard Terms and Conditions. The use of this Agreement as a cooperative purchasing agreement is subject to approval by the Respondent as designated below.

6. Do
es Respondent agree to extend the prices, terms and conditions of the Agreement to other agencies as specified in the Standard Terms and Conditions? Yes No (Marking a “no” answer will not disqualify your Response.) Addenda.

Respondents are responsible for verifying receipt of any addenda issued by checking the City’s website at www.mesaaz.gov/business/purchasing
or the Vendor Self Service portal prior to the Response Due date and time. Failure to acknowledge any addenda issued may result in a response being deemed non- responsive. Failure to review addenda does not negate Respondent’s initial offer and holds Respondent for any changes prior to Response Due date and time.

Acknowledgement of Receipt and Consideration of Addenda (if applicable):

Addend a # 1 2 3 4
V7/14/2015 Required Response Forms – Page 3 of 5 2018011 x
x
30 days
x
162 of 406
163 of 406
164 of 406

ATTACHMENT C

RESPONDENT QUESTIONNAIRE
Respondent Company Name/ DBA: CDW Government LLC
Years in business providing similar services:33 years
Contractor’s License No(s): N/A Type:
(Submit a copy with the Response)
Number of employees at location that would serve under a contract from the Solicitation: N/A Provide names, contact and telephone numbers of three (3) organizations that have received similar services from your company. At least one reference should be comparable in size to the City’s proposed contract.

Firm/Government Agency Name: Kern High School District- Business Services Contact Person: Sandy Castorena Phone: 661-827-3321
Address: 5801 Sundale Avenue
Bakersfield, CA 93309
Fax:

E-Mail Address: [email protected]
$ Value of Work, Supplies/Services and Dates Provided: CDW•G respects the privacy of our customers and therefore cannot disclose the value of the work, supplies/services provided.

Dates provided: 2014-today.

Firm/Government Agency Name: Culpeper School District
Contact Person: Maria Weiss Phone: 540-829-2120
Address: 450 Radio Lane
Culpeper, VA 22701-1521
Fax:

Dates provided- 2005-today
Firm/Government Agency Name: Los Angeles Superior Court Contact Person: Rachel Cavazos Phone: 213-633-0136
Address: 111 North Hill Street, RM 105D
Los Angeles, CA 90012-3219
Fax:

Dates provided- 2005-today
List any other information which may be helpful in determining your qualifications for a potential contract:
165 of 406
75 Tri-State International
Lincolnshire, IL 60069
C
DW.com
January 1, 2017
T
o CDW Government LLC Customers:

C
DW Government LLC is your supplier/vendor. CDW Government LLC’s FEIN is 36-4230110. This is the number displayed on our invoices.

CDW Government LLC is treated as a disregarded entity for federal income tax purposes. The Internal Revenue Service requires the W-9 to be completed by an entity that is not a disregarded entity for federal tax purposes. For CDW Government LLC, that entity is the parent corporation, CDW LLC, FEIN 36-3310735. Consequently, CDW Government LLC’s W-9 lists CDW LLC as the “Name (as shown on the income tax return)” and the “Business name” as CDW Government LLC.

T
he address on our W-9, (230 N. Milwaukee Ave. Vernon Hills, IL 60061), is our mailing address registered with the IRS. CDW Government LLC requests your payments to be mailed to another address, (75 Remittance Dr, Suite 1515, Chicago, IL 60675). This is merely for payment processing and is not a CDW Government LLC physical location.

W
e apologize for any confusion our organizational structure may cause you; however, we have completed the W-9 as required by the Internal Revenue Service.

P
lease feel free to contact us at [email protected] should you have any questions or require additional documentation.

T
hank you,
C
DW Tax Department
166 of 406
City of Mesa Information Technology Solutions and Services

Tab 7
Appendix

CDW Government LLC Page 60 of 61 October 23, 2017
167 of 406
Mark A. Ellis
Work Experience CDW•G
CDW•G Manager, Program Management October 2016 - Present • Manages a team of 15 people responsible for State & Local, Higher Education and K -12 C
ontracts
• Responsible for Program Manager deliverables below as well as signature authority on behalf of the Program Management team
CDW•G Program Manager March 2005 – September 2016
• Manages a contract portfolio and team that includes; Healthcare, Higher Education, K -12 and State & Local Segments.
• Provides Program Mana gement support for contract vehicles to ensure compliance, minimize risk, and maximize contract revenue and profitability.
• Manages and develops direct reports to include: Deputy Program Managers and Contract Analyst. • Responsible for a full range of contrac ts which face customers and/or partners (E.g., Master Purchase Agreements, Subcontractor Agreements, Stretch Agreements, and others.) • Initiates and responds to requests for contract changes, product substitutions and/or technical refreshments. • Drafts or reviews completed drafts of appropriate amendments and other contract documents throughout the contract life-cycle.
• Facilitates preliminary dispute resolution and coordinates with the CDW Legal department as necessary, to maintain customer satisfaction and bring prompt closure to certain contract disputes. • Takes hands -on, developmental roles in all facets of proposal development, making bid/no-bid suggestions/determinations.
• Ensured contract deliverables reports are prepared, keeps abreast of contractual terms and conditions. • Managed contracts to ensure maximum contract revenue and profitability • Made contract modifications including price reductions, additions, discontinued products, replacements as well as version changes.
• Ensured price and supply agreements are in place from award through completion. • Ensured that CDW•G is in compliance with government regulations, as applicable.

CDW•G Proposal Specialist March 2003 – March 2005
• Delegated tasks among account managers, sales managers, systems engineers, field reps, vendors, service partners etc. throughout the proposal process. • Analyzed RFPs and document potential gains, liabilities, terms and conditions • Prepared a written response, articulating company capabilities, thoroughly addressing explicit and implicit customer needs.
• Crafted professionally written responses to proposal documents that specifically address customer requirements while positioning CDW•G for success • Managed proposal schedule to meet deadlines
• Researched the customer to understand their environment, politics, limitations, hot points a nd other factors that will translate to a response that wins • Reviewed and flags Proposal Documents for opportunities, liabilities, terms and conditions • Reviewed responses for compliance, accuracy, content and impact to business; participates i n review sessions with teammates to ensure the integrity of all documents and solutions • Oversaw completion of pricing and non- cost items in the cost proposal, such as representations and certifications
CDW•G Account Manager October 2001 – March 2003
• Handled and grew account portfolio that included all SLED customers in CDW•G Ohio Valley • Served as lead Account Manager for Warren County, Ohio a $1.7M account per year Education Indiana University - Bloomington
B achelor of Arts – History
Minor – Business
168 of 406

Major Projects
CDW Emerging Leaders Program Participant October 2015 – July 2016 • Participated and won the 2015-2016 Emerging Leaders Program with my team where we covered how we can better serve our CDW customers by providing a better experience with DCS Services.
• Worked with 4 other people, all in different locations collaborating on our goal of delivering a presentation to CDW’s Executives on our final solution.

169 of 406
Patrick T. O’Brien
Ed
ucation University of Illinois 1990-1995
Bachelor of Science – Sports Management
Florida Gulf Coast University 1997
Secondary Education Mathematics Accreditation
W
ork Experience CDW•G Vernon Hills, IL 2001-Present
F
ield Sales Manager, Government 2014-Present
• Responsible for customer relationships, territory strategy, partne r a
lignment, and Coworker Development for all State and Local Field Sellers in Eastern US.
• Assist in developing short- and long-term performance goals, strategic direction, and business initiatives of our East State and Local Sales Team.

Regional Sales Manager, Government 2007-2014
• Driving force in successful awards to CDW•G of several state contracts including Ohio, Florida, and California.
• Manage a team of State and Local account managers in the Pacific region
• Responsible for Government sales across all technologies in the region • Work with account managers to ensure customers are being properly serviced
S
trategic Accounts Sales Manager, Healthcare 2006-2007
• Founding member of CDW Healthcare Division
• Lead Subject Matter Expert for contract proposal resulting in then largest contract in company history
• Responsible for developing, coaching, and supervising National Fiel d
an
d Inside Sales Staff
Sal
es Manager, Education 2004-2006
• Driving force in regionalization of Education sales team. • Consistently managed highest percent of goal sales team in the division.

A
ccount Manager, Government & Education 2001-2004
• Assisted in the development of new Account Managers
• Focused on helping customers with their technology purchases • Focused on building relationships with custome rs to ensure they met their technology goals
• Developed new relationships within existing customers to bring them the value and benefits of CDW
170 of 406
Last Revised: 03/26/2010

CDW PRODUCT RETURN POLICY
Seller offers a 30-day return policy on most products sold. Manufacturer restrictions apply to certa in merchandise, as detailed below and as updated from time to time. Customer may obtain additi onal details and any applicable updates from the dedicated Seller account manage r 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, ex
change, or repair. After fifteen (15)
days, only the m
anufacturer warranty applies.
• Non-Defective Product Returns . Customer may return most non-defective Products directly to Seller within thir t
y (30) days of in voice date and
receive, at
Customer’s option, credit or exchange, except th at an automatic Seller restocking charge will reduce the value of any such credit or exchan ge
by a minimum of fifteen percent (15%).
• Restricted, Repair-Only Returns . Certain Products can only be returned for repair—not for exchange, repla cement or credit—based on current manufacturer requirements. Such Produc ts should be returned to Seller, shipped di
rectly to the manufacturer, or taken to an authorized service center in Customer’s vicinity. More inform
ation may be provided by the dedicated
Seller account m
anager or by CDW Customer Relations.
• Restricted, Manufacturer-Only Assistance . Certain Products cannot be returned to Seller for any reason—w ithout exception—and Customer m ust
contact the manufacturer directly for any needed assistance. More inform
ation may be provided by the de dicated Seller account manager or by CDW
Customer Relations.
• Special Or
ders. Products that are specially or dered may be non-returnable or may have unique return restrictions provided at the time of sale. More inform
ation may be provided by the de dicated Seller account manager or by CDW
Customer Relations.
171 of 406
Last Revised: 03/26/2010
• Return of Software or DVDs . Seller offers refunds onl y for unopened, undamaged software and DVD m
ovies that are returned within 30 days of
invoice date. Seller offers only replacement for software products and DVD movies th
at either: (i) are defective but are returned within thirty (30) days of invoice date; or (ii) are unopened a nd undamaged, but are returned more than 30 days after invoice date; such replaceable m
erchandise may be
exchanged only for the same soft ware or DVD movie title. Multiple software licenses may be retu rned for refund or exchange only (i) if specificall
y authorized in advance by the manufacturer; and (ii) if returned within thirty (30) da
ys of invoice date.

2. Customer Shipment of Returned Merchandise.
• Return Merchandise Authorization (RMA) Num
ber. No returns of any type
will be accepted by Seller unless acco mpanied by a unique RMA num ber,
which Custom
er may obtain by prov iding the following information to CDW Customer Relations: customer name, applicable invoice numb er, product serial num
ber, a nd details of Customer’s issue with the product.

Customer has five (5) days to return a Product after the applicable RMA is issued. CDW reser
ves the right to refuse any UNAUTHORIZED returns:
those that occur after the five (5) day period or those involving Products that are unacco
mpanied by valid RMA’s.
• Returned Products Must Be Co
mplete. All Products MUST BE returned one
hundred percent (100%) complete, incl uding all origin al boxes, packing materials, manuals, blank warranty cards , and other accessories provi ded by the manufacturer. CDW reser
ves the right to refuse the return of incomp lete
Products. In addition, CDW will char ge a m
inimum fifteen percent (15%)
restocking fee for returns that are accepted.
• Responsibility for Shipping C
osts. Customer is responsible for th e cost of
shipping returned item
s; Seller is re sponsible for the cost of shipping
replacements or exchanges of return ed item
s 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 met hod that provide proof of deli very.

Seller is not responsi
ble for loss during such shipment.
172 of 406
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, Custom er must: (i) note the damage on the carrier's delivery record so that Seller ma y file a claim; (ii) save, as is, the merchandise AND the original box and packag ing it arrived in; and (iii) promptly notify Seller either by ca lling 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 mercha ndise and does not so notify Seller within fifteen (15) days of delivery ac ceptance, Customer will be deemed to have accepted the merchandise as if it had arrived undama ged, 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 Custom er 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 Pr oduct and/or Services. Any credit or portion thereof not used within the tw o (2) year period will automatically expire.

173 of 406
City of Mesa I nformation Technology Solutions and Services CDW Government LLC Page 61 of 61 October 23, 2017
174 of 406
Matt Bauer
9/12/2018
...... ~~
mesa -az
Contract Title: INFORMATION TECHNOLOGY SOLUTIONS & SERVICES Contract Number: 2018011
Amendment Number: 1
Description of Change: Amendment to incorporate the below "Federal Certifications" document with the Contract.

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

CDW GOVERNMENT, LLC.:

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

Signature
City Manager Designee
Date
Digitally signed by Edward Quedens
DN: cn=Edward Quedens, o=City of
Mesa, ou=Business Services
Department,
[email protected], c=US
Location: City of Mesa
Date: 2018.09.12 07:32:25 -07'00'
Adobe Acrobat version:
2018.009.20050
175 of 406

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

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

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

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

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

Does offeror agree? YES C>J G....-- Initials of Authorized Representative of offeror (B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to Federal Rule (8) above, when a Participating Agency expends federal funds, the Participating Agency reserves the right to immediately terminate any agreement in excess of $10,000 resulting from this procurement process in the event of a breach or default of the agreement by Offeror in the event Offeror fails to: (1) meet schedules, deadlines, and/or delivery dates within the time specified in the procurement solicitation, contract, and/or a purchase order; (2) make any payments owed; or (3) otherwise perform in accordance with the contract and/or the procurement solicitation. Participating Agency also reserves the right to terminate the contract immediately, with written notice to offeror, for convenience, if Participating Agency believes, in its sole discretion that it is in the best interest of Participating Agency to do so. Offeror will be compensated for work performed and accepted and goods accepted by Participating Agency as of the termination date if the contract is terminated for convenience of Participating Agency. Any award under this procurement process is not exclusive and Participating Agency reserves the right to purchase goods and services from other offerors when it is in Participating Agency's best interest.

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

Does offeror agree to abide by the above? YES 0>-.[ \l=-:-: Initials of Authorized Representative of offeror (D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141- 3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted
Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non- Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti-Kickback" Act (40 U.S.C. 3145), as 176 of 406

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

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

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

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

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

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

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

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

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

Rev. July 2017
177 of 406

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

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

Does offerer agree? YES ------'C ........ J~(L~"--------- - ----lnitials of Authorized Representative of offerer

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

Does offeror agree? YES C:.>-J C7 < Initials of Authorized Representative of offerer

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

Does offeror agree? YES Q.,.A) D---:: Initials of Authorized Representative of offeror

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

Does offerer agree? YES ____ ("'---'-'A}__,,_~~=--------- --lnitials of Authorized Representative of offerer CERTIFICATION OF ACCESS TO RECORDS - 2 C.F .R. § 200.336 Offerer agrees that the Inspector General of the Agency or any of their duly authorized representatives shall have access to any books, documents, papers and records of offerer that are directly pertinent to offerer's discharge of its obligations under the Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to offerer's personnel for the purpose of interview Rev. July 2017
178 of 406

CONTRACT AMENDMENT
and discussion relating to such documents.

Does offerer agree? YES _ _ _ _ G ___ -&~ {i---=L ~-- ----- ----lnitials of Authorized Representative of offerer

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

Does offerer agree? YES QN (2___ Initials of Authorized Representative of offerer Offeror agrees to comply with all federal, state, and local laws, rules, regulations and ordinances, as applicable. It is further acknowledged that offeror certifies compliance with all provisions, laws, acts, regulations, etc. as specifically noted above.

Offerer's Name: _ _ C=D:C...W'--'--'G--=o-'-ve=r=nm"'"'"e"'"n=t-=L=LC=---------------- - - - ---- - -- Address, City, State, and Zip Code: 230 N. Milwaukee Ave Vernon Hills IL 60061-9740 Phone Number: 866.339.9816 Fax Number: ___ _ ____ ______ _ Printed Name and Title of Authorized Representative:_=Christina=· =· =V~·=Roth=er=------------- - ---- Email Address: i::.:PSe.i::D.;:;:@""cc::.dw""'g:,..:..c:e::o""'m.,__ _ _ ___ _ _ _ ________ _ _ _ ___ _ _ _ _ _ _____ _ Signature of Authorized Representative: ru~ \( ~ Date: <\-~ ~ \ 1t Rev. July 2017
179 of 406

CITY OF SAN MATEO
3 3
8 0

CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 6 Section Name: CONSENT CALENDAR Account Number: . File ID: 22-6195 TO: City Council
FROM: Drew Corbett, City Manager
PREPARED BY: Parks and Recreation Department
MEETING DATE: June 06, 2022
SUBJECT:

Tennis Instruction – Agreement
RECOMMENDATION:

Approve an agreement with Todd Dissly Athletics, LLC to provide tennis classes and camps for a two-year period from June 15, 2022 to June 14, 2024, with two automatic two-year extensions that include opt-out procedures for a total of six years, annual compensation of $300,000 along with authority to sign change orders of up to $25,000 per year, for a total amount not to exceed $1,950,000; and authorize the Director of Parks and Recreation to execute the agreement in substantially the form presented.

BACKGROUND:

The Parks and Recreation Department currently contracts with Todd Dissly Athletics (TDA) for the provision of youth and adult tennis lessons and youth tennis camps. A Request for Proposals was circulated earlier this year and Todd Dissly Athletics was the sole responder. Participation in tennis instruction has grown over the past several years, and the programs have been well received by the public. Staff recommends entering into a two-year agreement for their services, with automatic two (2), 2-year extensions unless either the city or TDA does not wish to renew. Given their performance to date, staff recommends that this is a low-risk committment that does have the potential for expanding the program. The agreement also provides for the contractor to pay the City for court rentals for the United States Tennis Association (USTA) league matches and private lessons. Mr. Dissly's agreement provides for compensation of 75% of course revenue, less non- resident and administrative surcharges on gross revenue during the Winter, Spring, Summer Sessions, and 80% of revenue for Fall, less non-resident and administrative surcharges in order to provide some financial incentives for the contractor.

BUDGET IMPACT:

All compensation to the contractor is covered by course registration fees paid by the participants.

ENVIRONMENTAL DETERMINATION:

This agenda item is not a project subject to CEQA, because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. (CEQA Guidelines Section 15378(b)(5).)

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 – Agreement

STAFF CONTACT
Bob Palacio, Community Services Manager
180 of 406

CITY OF SAN MATEO
3 3
8 0
[email protected]
(650) 522-7403
181 of 406
Signing In Process
Recreation Contract for Services
Last updated and approved by City Attorney’s Office 04/20/22 -1-
AGREEMENT WITH _Todd Dissly Athletics, LLC_________________________________

FOR RECREATION INSTRUCTOR SERVICES

This Agreement is made and entered into this day _______________ by and between the CITY OF SAN MATEO, a municipal corporation existing under the laws of the State of California ("CITY"), and ___________Todd Dissly Athletics, a _Limited Liability Company________________, ("CONTRACTOR"). (Sole Proprietorship/Corporation/Limited Partnership)

R E C I T A L S

A. CITY desires certain instructor services hereinafter described.

B. CITY desires to engage CONTRACTOR to provide these instructor services by reason of its qualifications and experience for performing such services and CONTRACTOR has offered to provide the required services on the terms and in the manner set forth herein.

NOW, THEREFORE, IT IS AGREED as follows:

Section 1. Scope of Services. CONTRACTOR shall perform the scope of services as described in Exhibit A to this Agreement, which is attached and incorporated by reference.

Section 2. Duties of Contractor. CONTRACTOR represents that it is qualified to furnish the services described under this Agreement. CONTRACTOR shall be responsible for employing or engaging any persons necessary to perform the services of CONTRACTOR. CONTRACTOR agrees to the following provisions:

a. CONTRACTOR shall cooperate with other City parks and recreation programs and at all times to exercise reasonable and diligent care to protect CITY property. b. CONTRACTOR shall hold its planned class or classes if at least the required minimum number of students have enrolled in the course as set forth in Exhibit A. c. CONTRACTOR shall attend required training programs provided by the CITY’s Parks and Recreation Department (Department) and to assist with publicity by giving demonstrations or participating in Department shows, fairs and special events. d. CONTRACTOR shall not allow any person to participate in the program who is not registered either through the Department, or a partner city in a jointly offered program. e. CONTRACTOR shall be responsible for insuring that all clients participating in City-sponsored programs are registered and registration shall be done on a Department standard registration form with the participant's signature.
f. CONTRACTOR may only use City provided patron information for purposes directly related to the patron’s enrollment or participation in the specific activity in which they are enrolled.

CONTRACTOR shall not use this patron information to contact patron for any other purpose and may not provide this information to any third-party organization or individual unless specifically approved by the Department’s Community Services Manager. CONTRACTOR may provide patron, or parent of patron, if patron is a minor; the opportunity within the classroom setting to voluntarily provide their contact information to CONTRACTOR for other purposes. g. CONTRACTOR shall obtain a business license from the City in accordance with San Mateo Municipal Code Chapter 5.06
DocuSign Envelope ID: 5A99F971-7002-4EB5-A20E-606CC4A02DFA 182 of 406
Signing In Process
Recreation Contract for Services
Last updated and approved by City Attorney’s Office 04/20/22 -2-
h. CONTRACTOR shall comply with the most restrictive of any City, County, or State COVID-19 requirements.
i. CONTRACTORS teaching inside of CITY facilities must submit proof of vaccination. A person is fully vaccinated two weeks after receiving all recommended doses in the primary series of their COVID-19 vaccination.

Section 3. Duties of City. CITY shall assist in providing or arranging for the location, registration, direction and supervision of the instructive services to be provided. CITY will provide Contractor complete class lists prior to the start of each teaching session.

Section 4. Term. The services to be performed under this Agreement shall commence on _June 15, 2022_____ and be completed on _June 14, 2024___. At the expiration of this term this agreement shall automatically be extended for an additional term or two (2) years unless the CITY or CONTRACTOR provides written notice to the other at least 6 months before the end of the term of this agreement that they wish to terminate this agreement. At the expiration of the first extension this agreement will be automatically extended for an additional term or two (2) years unless the CITY or CONTRACTOR provides written notice to the other at least 6 months before the end of the term of this agreement that they wish to terminate this agreement.

Section 5. Payment. City shall compensate CONTRACTOR as set forth in Exhibit A to the Agreement, attached and incorporated by reference.

Section 6. Termination. Without limitation to such rights or remedies as CITY shall otherwise have by law, CITY shall have the right to terminate this Agreement for any reason or without cause upon written notice.

Payment will be given for services rendered prior to termination. CONTRACTOR agrees to cease all work under this Agreement upon receipt of said written notice.

Section 7. Interest of Contractor. CONTRACTOR covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services under this Agreement.

Section 8. Contractor’s Status. CONTRACTOR shall at all times be considered an independent contractor under this Agreement as defined in Labor Code Section 3353. CITY will exercise no control over the means by which CONTRACTOR performs the services set forth in Exhibit A. Nothing herein shall be construed to make CONTRACTOR an agent or employee of CITY while providing services under this Agreement.

Section 9. Indemnity. CONTRACTOR agrees to indemnify, defend and hold harmless CITY, its elected and appointed officials, employees, and agents (“Indemnified Parties”) with respect to any loss, liability, injury or damage that arise out of, or in any way related to, the acts or omissions of the CONTRACTOR, his or her employees, representatives, officers and agents in the course of performing services under this Agreement; however CONTRACTOR shall not be required to indemnify City from any claim arising from the sole negligence or willful misconduct of the Indemnified Parties.

Section 10. Insurance. CONTRACTOR shall provide and maintain a Certificate of Insurance and an Endorsement that satisfies the insurance requirements set forth in Exhibit B.

Section 11. Nonassignability. Both parties hereto recognize that this Agreement is for the services of CONTRACTOR and cannot be transferred or assigned by CONTRACTOR without the prior written consent of CITY.

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Section 12. Waivers. The waiver by either party of any breach or violation of any term, covenant, or condition of this Agreement or of any provisions of any ordinance or law shall not be deemed to be a waiver of such term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or of any other term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or of any other term, condition, ordinance, or law.

Section 13. Adherence to Laws, Statutes, Ordinances and Regulations. CONTRACTOR agrees to adhere to any and all laws, statutes, ordinances and regulations in the performance of this Agreement, including but not limited to adherence with the Americans with Disabilities Act and any anti-discrimination or harassment laws and regulations. CONTRACTOR agrees to abide and adhere to the City of San Mateo Municipal Code.

Section 14. Fingerprinting. CONTRACTOR, including contractors who do not work with minors, shall comply with the fingerprinting requirements set forth in Education Code Section 10911.5. If CONTRACTOR is an organization and not an individual, CONTRACTOR shall:
a. Confirm, before instruction begins and throughout the term of this contract, that none of its employees or subcontractors have been convicted of any of the offenses specified in Public Resources Code 5164; b. Maintain a “Contract for Subsequent Arrest Notification” with the Department of Justice so that CONTRACTOR will be notified by the DOJ of any employees or subcontractors who become disqualified subsequent to their initial clearance; and
c. Immediately discontinue use of and notify the Department’s Community Services Manager if any of CONTRACTOR’s staff that have already worked or are working with minors in programs as part of this Agreement are determined to be in violation of Education Code 10911.5 or have been convicted of any of the offenses specified in Public Resources Code 5164.

Section 15. Mandated Reporter. If CONTRACTOR will work with minors, CONTRACTOR shall comply with the mandated reporting requirements of Penal Code Sections 11164 and following. If CONTRACTOR works with seniors or dependent adults, CONTRACTOR must comply with Welfare and Institutions Code Sections 15630.

Section 16. Tuberculosis Testing. If CONTRACTOR will work with minors, CONTRACTOR shall comply with comply with Public Resources Code Section 5163 and shall submit a TB certificate providing proof of a negative test within the previous two years to the Department. Thereafter, CONTRACTOR agrees to file a new TB certificate at least within four years of the prior certification. ..

Section 17. Satisfaction Guarantee. CONTRACTOR agrees that no payment shall be received if a patron withdraws from a class under the Satisfaction Guarantee policy. In accordance with the Satisfaction Guarantee policy, any patron who is dissatisfied may request a 100% refund and neither the CITY nor the CONTRACTOR will receive revenue/payment.

Section 18. Intellectual Property. CONTRACTOR represents and warrants to CITY that neither CONTRACTOR, in performing services under this Agreement, nor any of the materials to be used by CONTRACTOR in the performance of services will infringe upon or violate the copyright, trademark or proprietary rights of any person whomsoever. CONTRACTOR further represents and warrants to CITY that CONTRACTOR will not use any trade secret or confidential proprietary information owned by any third party in performing services under this Agreement. CONTRACTOR agrees to indemnify, defend and hold CITY harmless from any suit, demand, or claim made again CITY based on violation of copyright, trademark or proprietary infringement, and CONTRACTOR further agrees to pay any judgment or reasonable settlement offer resulting from any such suit, demand, or claim, and to pay any reasonable attorney’s fees incurred by CITY in defending against such suit, demand, or claim. The obligations set forth in this special provision shall survive termination or DocuSign Envelope ID: 5A99F971-7002-4EB5-A20E-606CC4A02DFA 184 of 406
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expiration of this Agreement.

If CONTRACTOR provides services on City property, the CITY agrees to provide a site license from one or more of the music license companies to allow CONTRACTOR to use copyrighted music within the context of providing the services outlined in Exhibit A.

Section 19. Mediation. CITY and CONTRACTOR agree to mediate any dispute or claim arising between them out of this Agreement, or any resulting transaction, before resorting to court action. Mediation fees, if any, shall be divided equally among the parties involved. If, for any dispute or claim to which this paragraph applies, any party commences an action without first attempting to resolve the matter through mediation or refuses to mediate after a request has been made, then that party shall not be entitled to recover attorney fees, even if they would otherwise be available to that party in any such action.

Section 20. Notices. All notices hereunder shall be given in writing and mailed, postage prepaid, addressed as follows:

To CITY: Angela Sakkos
City of San Mateo
330 W. 20th Ave
San Mateo, CA 94403

To CONTRACTOR: Todd Dissly Athletics, LLC
Attn: Todd Dissly
Address: 6651 Leyland Park Drive
San Jose, CA 95120

Section 21. Agreement Contains All Understandings; Amendment. This document represents the entire and integrated agreement between CITY and CONTRACTOR and supersedes all prior negotiations, representations, and agreements, either written or oral. This document may be amended only by written instrument, signed by both CITY and CONTRACTOR.

Section 22. Governing Law and Venue. This Agreement shall be governed by the laws of the State of California and, in the event of litigation, venue will be in the County of San Mateo.

IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement the day and year first above written.

[SIGNATURE PAGE FOLLOWS]

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CITY OF SAN MATEO

CONTRACTOR

Sheila Canzian____________
Parks and Recreation Director

Date

_Todd Dissly_______________
Manager

If a Corporation, can be either 1)
President or 2) Vice President plus an
additional corporate officer (i.e.,
Secretary, Treasurer) who shall sign
below.

Date

APPROVED AS TO FORM

ADDITIONAL CORPORATE OFFICER
(if necessary per the above)

Gabrielle Whelan
Assistant City Attorney

Date

Name:

Title:

Date

DocuSign Envelope ID: 5A99F971-7002-4EB5-A20E-606CC4A02DFA 4/26/2022
4/27/2022
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Recreation Contract for Services – Exhibit A Page 1 of 2

EXHIBIT A

SCOPE OF INSTRUCTIONAL SERVICES AND

PAYMENT SCHEDULE

1. Contractor Information
Contractor Name Todd Dissly Athletics, LLC
Main Contact Todd Dissly
Address 6651 Leyland Park Drive, San Jose, CA 95120
Phone #1 925-998-8267 Phone #2
Email [email protected]

2. Agreement Period
From: June 15, 2022 To: June 14, 2024
At the expiration of this term this agreement shall automatically be extended for an additional term or two (2) years unless the CITY or CONTRACTOR provides written notice to the other at least 6 months before the end of the term of this agreement that they wish to terminate this agreement. At the expiration of the first extension this agreement will be automatically extended for an additional term or two (2) years unless the CITY or CONTRACTOR provides written notice to the other at least 6 months before the end of the term of this agreement that they wish to terminate this agreement.

3. Instructional Services
CONTRACTOR agrees to provide the following services:

Activity/Activity Type Virtual or Physical? Minimum
Enrollment
Group tennis lessons – Youth and Adults Physical 4
Youth Tennis Camps Physical 4

4. Instructional Terms
For the performance of Instructional Services listed in Section 3, the CITY will compensate CONTRACTOR as follows:

Select
One
Rate Type
$ Per Participant
$ Per Participant Hour
$ Per Course Meeting
X 75 % Of Course revenue less non-resident and administrative factor surcharges for Summer, Winter and Spring Session.

X 80 % Of Course revenue less non-resident and administrative factor surcharges for Fall Session.

Other (describe):

5. Materials Terms
CONTRACTOR shall purchase, obtain and provide all class materials at contractor’s expense except as described below:

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Recreation Contract for Services – Exhibit A Page 2 of 2 Select
One
Rate/Part. Type
$ Added to Course Fee and Paid in Full to Contractor
$ Added to Course Fee and reimbursed to Contractor for actual expenses not to exceed this amount upon presentation of valid receipts $ Paid by Patron Directly to Contractor
X $ NA Other (describe):

6. Special Terms

7. Payment Terms
CONTRACTOR shall be paid upon the following basis:

Select
One
Terms
X In one installment at end of each session, per Recreation Production Schedule In two installments- one at mid-point and one at end of each session (Fall session only)
Other (describe)

CONTRACTOR agrees to the following terms with regards to payment:

a. Remuneration for the amount due shall be paid to Contractor within three (3) weeks of the installment due date.

b. Contractor understands that fees for registrants signing up for a class after the start date or withdrawing from a class may result in prorated fees.

8. Additional Provisions

a. FEES: Program fees will be set by mutual agreement between the City and Contractor.

a. CONTRACTOR agrees to the Mandated Reporter requirements as outlined in the CITY’s mandated reporter policy. (optional)
b. CONTRACTOR agrees to follow the CITY Dismissal policy for excusing minors from class as outlined in the CITY’s dismissal policy. (optional)
c. CLASS CANCELLATION: Contractor will always hold the first class meeting. If class is cancelled due to low enrollment, neither city nor Contractor will receive revenue/payment due to patrons being refunded 100%. Refer to Teacher’s Resource Guide.
d. Excessive absences and/or failure to provide services (classes) without prior notification to the Supervisor is not acceptable and may result in contract re-negotiation or termination.
e. Contractors unless otherwise agreed, agrees to use Zoom for virtual classes and must adhere to the security settings required by the City of San Mateo IT department.

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Recreation Contract for Services – Exhibit A Page 3 of 2 b. PAYMENT FROM CONTRACTOR:

1. USTA LEAGUE MATCHES:

The City shall charge the Contractor $9 per hour per court tennis court rental fees, for USTA matches. All payments will e handled directly by the Contractor.

Contractor shall specify date, time and location of tennis court rentals through the City of San Mateo Athletics Office. All rental fees must be paid at the time of reservation.

2. PRIVATE LESSONS:

All private lessons will be conducted through tennis court rentals. A $9/ per hour tennis court rental fee will be charged to Contractor. Any payments for private lessons will be handled directly by Contractor. Contractor shall specify date, time and location of tennis court rentals through the City of San Mateo Athletics Office. All rental fees must be paid in full at the time of reservation.

3. REGISTRATION:

a. City will be responsible for conducting registrations for City-sponsored group lessons and camps through normal City registration procedures.

Contractor will print complete class rosters prior to the start of each teaching session. Contractor is forbidden to allow any person to participate in the program who is not registered through the City of San Mateo Parks and Recreation Department.

b. Contractor shall be responsible for any adjustments, such as combining classes that are below the minimum or rescheduling of published class times and locations. If there are changes in the published information or cancellations of any class, approval must be made in advance by the Program Supervisor or City designee.

c. Contractor may only use City provided patron information for purposes directly related to the patrons enrollment of participation in the specific activity in which they are enrolled, and may not use this patron information to contact patron for any other purpose and may not provide this information to any third party organization or individual unless specifically approved by the Recreation Division Manager.

Contractor may provide patron, or parent of patron, if minor, the opportunity within the classroom setting to voluntarily provide their contact information to Contractor for other purposes.

4. COMMUNICATION:

a. Contractor may not formally communicate to the general public or course registrants on issues involving City business, such as master planning processes or City Council or Commission agenda items. Public or patron inquiries on such matters should be forwarded to City personnel. If the Contractor has questions related to City business, it is expected that the Contractor review any questions with the City staff.

b. Contractor is required to work with Program Supervisor or designee for any work orders/maintenance issues or computer/technology issues.

c. Contractor is required to post the current class schedule and intended DocuSign Envelope ID: 5A99F971-7002-4EB5-A20E-606CC4A02DFA 189 of 406
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Recreation Contract for Services – Exhibit A Page 4 of 2 use of the tennis courts at all tennis facilities.

5. INSTRUCTORS:

Contractor shall provide professionally competent and experienced instructors to meet the instructional obligations. The Contractor is responsible for costs associated with fingerprinting. All instructors provided by Contractor shall be neatly dressed and courteous at all times. Each of said instructors shall be the employee of the Contractor, and not employees of the City. City may review Contractor’s instructors on a periodic basis to determine that such personnel are providing instruction in a professional, competent, and courteous manner.

Pursuant to this periodic review, City may cause Contractor to remove an instructor who violates the standards set forth.

6. FIRST AID INSTRUCTIONS:

It shall be the responsibility of the Contractor to have instructors trained in basic first aid. In all cases of accidents or unusual incidents, Contractor and/or staff members will be held accountable for filing the necessary reports to the City.

7. EQUIPMENT:

Fall all lessons, Contractor will be responsible for supplying a sufficient number of tennis balls to conduct a complete tennis instruction program. The City will maintain the court surface, nets and lights on the courts in proper condition.

8. PROGRAM ENHANCEMENT:

Contractor agrees to meet with Program Supervisor or city designee, a minimum of twice per year to evaluate the tennis offerings in the City of San Mateo. A concerted effort must be made each session to offer sufficient programs throughout the city. Contractor agrees to supplement existing lesson program with other tennis activities. These activities may include, but are not limited to; tournaments, ladders, leagues, team tennis, classroom strategy sessions and other social tennis activities. Tennis court rental fees for these activities will be made on a case by case basis.

9. OFFICES:

Within the limits of the Department of Parks and Recreation’s other programs and hours, Contractor is authorized to utilize the tennis office in Centra Park for course/program monitoring, printing of rosters, communications and educational purposes that relate to tennis instruction and recreation.

Tennis Office must be kept in a neat and organized manner and may be utilized by other Parks and Recreation Programs for access to computer/phones.

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CONTRACTOR

Todd Dissly
Manager

Date

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Reviewed and approved by City Attorney’s Office as of 04/20/22 UExhibit B - Insurance Requirements

CONTRACTOR shall provide and maintain a Certificate of Insurance and endorsements that shows the following coverage:

Low to
Medium-
Risk
Activities
$1,000,000 each occurrence
and $2,000,000 Aggregate Limit
Minimum
High-Risk
Activities
$2,000,000 each occurrence and
$4,000,000 Aggregate Limit
Minimum
(Not offered through Alliant)
Lectures, Seminars etc. Physical Sports- Contact Football, Tennis, Swimming, Softball etc.

Music Lessons-Group or Private Horseback riding
Book Club Skateboarding, Ice Skating, etc.

Adult/Youth Dance and Fitness Sailing or other water sports Arts and Crafts (not involving heavy machinery or
hazardous materials) Gymnastics
Learning and Enrichment (Science, cooking, language,
etc.) Martial Arts
Yoga/Chair Yoga
Other: ________________________ Other: ________________________

A. Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 12 07 covering CGL on an “occurrence” basis, including products-completed operations, personal & advertising injury, with limits no less than $1,000,000 per occurrence ($2,000,000 if required above). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

3. Proof of Automobile Insurance for the vehicle the Contractor will use as required by the State of California. If the Contractor’s vehicle changes, it is the Contractor’s responsibility to update the proof of automobile insurance provided to the City.

4. Sexual Abuse or Molestation (SAM) Liability: If the work will include contact with minors, and the CGL policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, Contractor shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no less than $1,000,000 per occurrence or claim.

If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the contractor.

Other Insurance Provisions
The CGL policy is to contain, or be endorsed to contain, the following provisions:

√
x
√
√

X
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Additional Insured Status
The City, its elected and appointed officials, employees, and agents are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations.

General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used).

Primary Coverage
For any claims related to this contract, the Contractor’s CGL coverage shall be primary insurance as respects the City, its elected and appointed officials, employees, and agents. Any insurance or self-insurance maintained by the City, its elected and appointed officials, employees, or agents shall be excess of the Contractor’s insurance and shall not contribute with it.

Waiver of Subrogation
Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.

Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements, or copies of the applicable policy language effecting coverage required by this Exhibit. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

DocuSign Envelope ID: 5A99F971-7002-4EB5-A20E-606CC4A02DFA Please upload Certificate of
Insurance and Endorsement here.
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CITY OF SAN MATEO
3 4
1 6

CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 7 Section Name: CONSENT CALENDAR Account Number: File ID: 22-6240 TO: City Council
FROM: Drew Corbett, City Manager
PREPARED BY: Parks and Recreation Department
MEETING DATE: June 06, 2022
SUBJECT:

Summer Youth Theater Programs – Agreement
RECOMMENDATION:

Approve an agreement with Bay Area Educational Theater Company to provide summer children's and youth theater programs for the period of June 15, 2022 through August 31, 2022, with compensation of $100,000 along with authority to sign change orders of up to $25,000, for a total amount not to exceed $125,000; authorize the Director of Parks and Recreation to execute the agreement in substantially the form presented.

BACKGROUND:

Bay Area Educational Theater Company (ETC) is a local non-profit that provides youth educational and production theater experiences. They provide quality experiences and productions, and have developed a loyal following of families, growing the program to the point that payments to them now are at the City Council approval threshold. This is a professional services agreement, and selection was based upon the vendor's instructional abilities, expertise in the subject field, and marketability to potential patrons, and was not based exclusively upon cost for services. The agreement provides for compensation of 70% of course revenue, less administrative surcharges, and 100% material fees. The request for change orders is to allow for potential additional payments, if needed based upon an increase in enrollment.

BUDGET IMPACT:

Course registration fees paid by participants cover all compensation to the contractor.

ENVIRONMENTAL DETERMINATION:

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 - Agreement

STAFF CONTACT
Bob Palacio, Community Services Manager
[email protected]
(650) 522-7403
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AGREEMENT WITH ___________________________________________

FOR RECREATION INSTRUCTOR SERVICES

This Agreement is made and entered into this day _______________ by and between the CITY OF SAN MATEO, a municipal corporation existing under the laws of the State of California ("CITY"), and ____________________________________,a _____________________________________, ("CONTRACTOR"). (Sole Proprietorship/Corporation/Limited Partnership)

R E C I T A L S

A. CITY desires certain instructor services hereinafter described.

NOW, THEREFORE, IT IS AGREED as follows:

Section 1. Scope of Services. CONTRACTOR shall perform the scope of services as described in Exhibit A to this Agreement, which is attached and incorporated by reference.

CONTRACTOR shall not use this patron information to contact patron for any other purpose and may not provide this information to any third-party organization or individual unless specifically approved by the Department’s Community Services Manager. CONTRACTOR may provide patron, or parent of patron, if patron is a minor; the opportunity within the classroom setting to voluntarily provide their contact information to CONTRACTOR for other purposes. g. CONTRACTOR shall obtain a business license from the City in accordance with San Mateo Municipal Code Chapter 5.06
Bay Area Educational Theater Company (eTc)
501 (c) (3) Corporation
Bay Area Educational Theater Company (eTc)
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h. CONTRACTOR shall comply with the most restrictive of any City, County, or State COVID-19 requirements.
i. CONTRACTORS teaching inside of CITY facilities must submit proof of vaccination. A person is fully vaccinated two weeks after receiving all recommended doses in the primary series of their COVID-19 vaccination.

Section 4. Term. The services to be performed under this Agreement shall commence on ___________ and be completed on ___________.

Section 5. Payment. City shall compensate CONTRACTOR as set forth in Exhibit A to the Agreement, attached and incorporated by reference.

Payment will be given for services rendered prior to termination. CONTRACTOR agrees to cease all work under this Agreement upon receipt of said written notice.

Section 10. Insurance. CONTRACTOR shall provide and maintain a Certificate of Insurance and an Endorsement that satisfies the insurance requirements set forth in Exhibit B.

Section 12. Waivers. The waiver by either party of any breach or violation of any term, covenant, or condition of this Agreement or of any provisions of any ordinance or law shall not be deemed to be a waiver of such term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or of any other term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or of any other term, condition, ordinance, or law.
6/15/22
8/31/22
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Section 13. Adherence to Laws, Statutes, Ordinances and Regulations. CONTRACTOR agrees to adhere to any and all laws, statutes, ordinances and regulations in the performance of this Agreement, including but not limited to adherence with the Americans with Disabilities Act and any anti-discrimination or harassment laws and regulations. CONTRACTOR agrees to abide and adhere to the City of San Mateo Municipal Code.

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Section 20. Notices. All notices hereunder shall be given in writing and mailed, postage prepaid, addressed as follows:

To CITY: __________________________________
City of San Mateo
330 W. 20th Ave
San Mateo, CA 94403

To CONTRACTOR: ____________________________
Attn: _______________________________
Address:

Section 22. Governing Law and Venue. This Agreement shall be governed by the laws of the State of California and, in the event of litigation, venue will be in the County of San Mateo.

IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement the day and year first above written.

[SIGNATURE PAGE FOLLOWS]

Sheila Canzian
Bay Area Educational Theater Company (eTc)
Jeanne Hoffman
973 E. San Carlos Ave
San Carlos, CA 94070
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CITY OF SAN MATEO CONTRACTOR
_________________________
Title: _____________________
Date _________________________
Title: _____________________
If a Corporation, can be either 1)
President or 2) Vice President plus an
additional corporate officer (i.e.,
Secretary, Treasurer) who shall sign
below.

Date

APPROVED AS TO FORM ADDITIONAL CORPORATE OFFICER
(if necessary per the above)
City Attorney
Date Name:

Title:

Date
Sheila Canzian
Director of Parks and Recreation
Jeanne Hoffman
Director, Bay Area eTc
Prasanna W. Rasiah
Scott Urman
President, Board of Directors
DocuSign Envelope ID: 6E178794-56AD-4AA8-94A5-39AA8A3C246D 5/18/2022
5/19/2022
5/19/2022
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EXHIBIT A

SCOPE OF INSTRUCTIONAL SERVICES AND

PAYMENT SCHEDULE

1. Contractor Information
Contractor Name
Main Contact
Address
Phone #1 Phone #2
Email

2. Agreement Period
From: To:

3. Instructional Services
CONTRACTOR agrees to provide the following services:

Activity/Activity Type Virtual or Physical? Minimum
Enrollment

4. Instructional Terms
For the performance of Instructional Services listed in Section 3, the CITY will compensate CONTRACTOR as follows:

Select
One
Rate Type
$ Per Participant
$ Per Participant Hour
$ Per Course Meeting
Of in-person and/or virtual course revenue held on city property less administrative factor surcharges
Of virtual course revenue held off city property less administrative factor surcharges
Other (describe):

5. Materials Terms
CONTRACTOR shall purchase, obtain and provide all class materials at contractor’s expense except as described below:

Select
One
Rate/Part. Type
$ Added to Course Fee and Paid in Full to Contractor
Bay Area Educational Theater Company (eTc)
Jeanne Hoffmann
973 E. San Carlos Ave., San Carlos, CA 94070
650-332-4625
[email protected]
6/15/22 8/31/22
Youth Theater Camps Physical 35
X 70%
X 60.00
DocuSign Envelope ID: 6E178794-56AD-4AA8-94A5-39AA8A3C246D 200 of 406
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Recreation Contract for Services – Exhibit A Page 2 of 2 $ Added to Course Fee and reimbursed to Contractor for actual expenses not to exceed this amount upon presentation of valid receipts $ Paid by Patron Directly to Contractor
$ Other (describe):

6. Special Terms

7. Payment Terms
CONTRACTOR shall be paid upon the following basis:

Select
One
Terms
In one installment at end of each session, per Recreation Production Schedule In two installments- one at mid-point and one at end of each session (Fall session only)
Other (describe)
CONTRACTOR agrees to the following terms with regards to payment:
a. Remuneration for the amount due shall be paid to Contractor within three (3) weeks of the installment due date.
b. Contractor understands that fees for registrants signing up for a class after the start date or withdrawing from a class may result in prorated fees.

CONTRACTOR
Name
Title
Date
a. CONTRACTOR agrees to the Mandated Reporter requirements as outlined in the CITY’s mandated reporter policy. (optional)
b. CONTRACTOR agrees to follow the CITY Dismissal policy for excusing minors from class as outlined in the CITY’s dismissal policy. (optional)
c. CLASS CANCELLATION: Contractor will always hold the first class meeting. If class is cancelled due to low enrollment, neither city nor Contractor will receive revenue/payment due to patrons being refunded 100%. Refer to Teacher’s Resource Guide.
d. Excessive absences and/or failure to provide services (classes) without prior notification to the Supervisor is not acceptable and may result in contract re-negotiation or termination.
e. Contractors unless otherwise agreed, agrees to use Zoom for virtual classes and must adhere to the security settings required by the City of San Mateo IT department.

X
Jeanne Hoffmann
Director, Bay Area Educational Theater Company (eTc)
DocuSign Envelope ID: 6E178794-56AD-4AA8-94A5-39AA8A3C246D 5/19/2022
201 of 406
Signing In Process
Reviewed and approved by City Attorney’s Office as of 04/20/22 UExhibit B - Insurance Requirements

CONTRACTOR shall provide and maintain a Certificate of Insurance and endorsements that shows the following coverage:

Music Lessons-Group or Private Horseback riding
Book Club Skateboarding, Ice Skating, etc.

A. Coverage shall be at least as broad as:

If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the contractor.

Other Insurance Provisions
The CGL policy is to contain, or be endorsed to contain, the following provisions:

✔
DocuSign Envelope ID: 6E178794-56AD-4AA8-94A5-39AA8A3C246D 202 of 406
Signing In Process
Reviewed and approved by City Attorney’s Office as of 04/20/22

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.

DocuSign Envelope ID: 6E178794-56AD-4AA8-94A5-39AA8A3C246D 203 of 406

CITY OF SAN MATEO
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CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 8 Section Name: CONSENT CALENDAR Account Number: File ID: 22-6239 TO: City Council
FROM: Drew Corbett, City Manager
PREPARED BY: Parks and Recreation Department
MEETING DATE: June 06, 2022
SUBJECT:

Pre-School Music Programs – Agreement
RECOMMENDATION:

Approve an agreement with Cristal D. Garcia dba Peninsula Music Together to provide preschool music classes for the period of June 20, 2022 to June 19, 2023, with compensation of $100,000 along with authority to sign change orders of up to $25,000, for a total amount not to exceed $125,000; and authorize the Director of Parks and Recreation to execute the agreement in substantially the form presented.

BACKGROUND:

The Parks and Recreation Department contracts with Cristal D. Garcia, owner of Peninsula Music Together, for the provision of infant/toddler music classes. Over the years, the classes have proven quite popular with families. The agreement amount was established based upon pre-pandemic registration numbers with the previous owner. Ms. Garcia's agreement provides for compensation of 70% of course revenue, less administrative surcharges, and 100% material fees.

Due to potential unanticipated enrollment increases, a change order contingency of $25,000 is being requested in order to provide additional capacity for growth.

BUDGET IMPACT:

Course registration fees paid by participants cover all compensation to the contractor.

ENVIRONMENTAL DETERMINATION:

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 - FY22-23 Agreement

STAFF CONTACT
Bob Palacio, Community Services Manager
[email protected]
(650) 522-7403
204 of 406
Signing In Process
Recreation Contract for Services
Last updated and approved by City Attorney’s Off ice 04/20/22 -1-
AGREEMENT WITH ___________________________________________

FOR RECREATION INSTRUCTOR SERVICES

This Agreement is made and entered into this day _______________ by and between the CITY OF SAN MATEO, a municipal corporation existing under the laws of the State of California ("CITY"), and ____________________________________,a _____________________________________, ("CONTRACTOR"). (Sole Proprietorship/Corporation/Limited Partnership)

R E C I T A L S

A. CITY desires certain instructor services hereinafter described.

NOW, THEREFORE, IT IS AGREED as follows:

Section 1. Scope of Services. CONTRACTOR shall perform the scope of services as described in Exhibit A to this Agreement, which is attached and incorporated by reference.

CONTRACTOR shall not use this patron information to contact patron for any other purpose and may not provide this information to any third-party organization or individual unless specifically approved by the Department’s Community Services Manager. CONTRACTOR may provide patron, or parent of patron, if patron is a minor; the opportunity within the classroom setting to voluntarily provide their contact information to CONTRACTOR for other purposes. g. CONTRACTOR shall obtain a business license from the City in accordance with San Mateo Municipal Code Chapter 5.06
Cristal D. Garcia dba Peninsula Music Together
Sole Proprietor
Peninsula Music Together
DocuSign Envelope ID: 792EB029-9936-4E51-9C7C-FC7B9EDFAEF3 205 of 406
Signing In Process
Recreation Contract for Services
Last updated and approved by City Attorney’s Off ice 04/20/22 -2-
h. CONTRACTOR shall comply with the most restrictive of any City, County, or State COVID-19 requirements.
i. CONTRACTORS teaching inside of CITY facilities must submit proof of vaccination. A person is fully vaccinated two weeks after receiving all recommended doses in the primary series of their COVID-19 vaccination.

Section 4. Term. The services to be performed under this Agreement shall commence on ___________ and be completed on ___________.

Section 5. Payment. City shall compensate CONTRACTOR as set forth in Exhibit A to the Agreement, attached and incorporated by reference.

Payment will be given for services rendered prior to termination. CONTRACTOR agrees to cease all work under this Agreement upon receipt of said written notice.

Section 10. Insurance. CONTRACTOR shall provide and maintain a Certificate of Insurance and an Endorsement that satisfies the insurance requirements set forth in Exhibit B.

Section 12. Waivers. The waiver by either party of any breach or violation of any term, covenant, or condition of this Agreement or of any provisions of any ordinance or law shall not be deemed to be a waiver of such term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or of any other term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or of any other term, condition, ordinance, or law.
6/20/22
6/19/23
DocuSign Envelope ID: 792EB029-9936-4E51-9C7C-FC7B9EDFAEF3 206 of 406
Signing In Process
Recreation Contract for Services
Last updated and approved by City Attorney’s Off ice 04/20/22 -3-
Section 13. Adherence to Laws, Statutes, Ordinances and Regulations. CONTRACTOR agrees to adhere to any and all laws, statutes, ordinances and regulations in the performance of this Agreement, including but not limited to adherence with the Americans with Disabilities Act and any anti-discrimination or harassment laws and regulations. CONTRACTOR agrees to abide and adhere to the City of San Mateo Municipal Code.

DocuSign Envelope ID: 792EB029-9936-4E51-9C7C-FC7B9EDFAEF3 207 of 406
Signing In Process
Recreation Contract for Services
Last updated and approved by City Attorney’s Off ice 04/20/22 -4-

Section 20. Notices. All notices hereunder shall be given in writing and mailed, postage prepaid, addressed as follows:

To CITY: __________________________________
City of San Mateo
330 W. 20th Ave
San Mateo, CA 94403

To CONTRACTOR: ____________________________
Attn: _______________________________
Address:

Section 22. Governing Law and Venue. This Agreement shall be governed by the laws of the State of California and, in the event of litigation, venue will be in the County of San Mateo.

IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement the day and year first above written.

[SIGNATURE PAGE FOLLOWS]

Angela Sakkos
Peninsula Music Together
Cristal D. Garcia
500 Jefferson Ave., # 108
Redwood City, CA 94063
DocuSign Envelope ID: 792EB029-9936-4E51-9C7C-FC7B9EDFAEF3 208 of 406
Signing In Process
Recreation Contract for Services
Last updated and approved by City Attorney’s Off ice 04/20/22 -5-

Date

APPROVED AS TO FORM ADDITIONAL CORPORATE OFFICER
(if necessary per the above)
City Attorney
Date Name:

Title:

Date
Sheila Canzian
Director, Parks and Recreation
Cristal D. Garcia
Sole Proprietor
Prasana Rasiah
DocuSign Envelope ID: 792EB029-9936-4E51-9C7C-FC7B9EDFAEF3 5/13/2022
5/13/2022
209 of 406
Signing In Process
Recreation Contract for Services – Exhibit A Page 1 of 2

EXHIBIT A

SCOPE OF INSTRUCTIONAL SERVICES AND

PAYMENT SCHEDULE

1. Contractor Information
Contractor Name Cristal D. Garcia, dba Peninsula Music Together Main Contact Cristal D. Garcia
Address 500 Jefferson Ave., #108, Redwood City, CA 94063 Phone #1 415-806-0010 Phone #2
Email [email protected]

2. Agreement Period
From: 6/20/22 To: 6/19/23

3. Instructional Services
CONTRACTOR agrees to provide the following services:

Activity/Activity Type Virtual or Physical? Minimum
Enrollment
Preschool Music Program Physical 12

4. Instructional Terms
For the performance of Instructional Services listed in Section 3, the CITY will compensate CONTRACTOR as follows:

Select
One
Rate Type
$ Per Participant
$ Per Participant Hour
$ Per Course Meeting
X 70% Of in-person and/or virtual course revenue held on city property less administrative factor surcharges
Of virtual course revenue held off city property less administrative factor surcharges
Other (describe):

5. Materials Terms
CONTRACTOR shall purchase, obtain and provide all class materials at contractor’s expense except as described below:

Select
One
Rate/Part. Type
X $ Added to Course Fee and Paid in Full to Contractor
$ Added to Course Fee and reimbursed to Contractor for actual expenses not to exceed this amount upon presentation of valid receipts DocuSign Envelope ID: 792EB029-9936-4E51-9C7C-FC7B9EDFAEF3 210 of 406
Signing In Process
Recreation Contract for Services – Exhibit A Page 2 of 2 $ Paid by Patron Directly to Contractor
$ Other (describe):

6. Special Terms

7. Payment Terms
CONTRACTOR shall be paid upon the following basis:

CONTRACTOR agrees to the following terms with regards to payment:

a. Remuneration for the amount due shall be paid to Contractor within three (3) weeks of the installment due date.

b. Contractor understands that fees for registrants signing up for a class after the start date or withdrawing from a class may result in prorated fees.

CONTRACTOR

Name Cristal D. Garcia dba Peninsula Music
Together
Title Sole Proprietor
Date

DocuSign Envelope ID: 792EB029-9936-4E51-9C7C-FC7B9EDFAEF3 5/13/2022
211 of 406
Signing In Process
Reviewed and approved by City Attorney’s Office as of 04/20/22 UExhibit B - Insurance Requirements

CONTRACTOR shall provide and maintain a Certificate of Insurance and endorsements that shows the following coverage:

Music Lessons-Group or Private Horseback riding
Book Club Skateboarding, Ice Skating, etc.

A. Coverage shall be at least as broad as:

If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the contractor.

Other Insurance Provisions
The CGL policy is to contain, or be endorsed to contain, the following provisions:

✔
DocuSign Envelope ID: 792EB029-9936-4E51-9C7C-FC7B9EDFAEF3 212 of 406
Signing In Process
Reviewed and approved by City Attorney’s Office as of 04/20/22

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.

DocuSign Envelope ID: 792EB029-9936-4E51-9C7C-FC7B9EDFAEF3 Please upload
Certificate Of
Insurance and
Endorsement
here.
213 of 406

CITY OF SAN MATEO
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CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 9 Section Name: CONSENT CALENDAR Account Number: 72-4671 File ID: 22-6250 TO: City Council
FROM: Drew Corbett, City Manager
PREPARED BY: Public Works Department
MEETING DATE: June 06, 2022
SUBJECT:

Wastewater Treatment Plant Immediate Action Projects, Package II – Contingency RECOMMENDATION:

Approve a $300,000 increase to the contingency reserve associated with the Myers & Sons Construction, LLC construction contract for the Wastewater Treatment Plant Immediate Action Projects, Package II project and authorize the Public Works Director to issue change orders within the contingency reserve amount.

BACKGROUND:

The Clean Water Program (CWP) includes significant infrastructure upgrades at the Wastewater Treatment Plant (WWTP).

The CWP Immediate Action Projects, Package II (IAP-II) includes scope to improve the aging solids handling systems at the WWTP, including improvements to the sludge cake pumping system and installation of a sludge cake storage hopper.

On January 7, 2019, City Council approved an agreement with Myers & Sons Construction, LLC (Myers) for construction of the Wastewater Treatment Plant Immediate Action Projects, Package II project in the amount of $6,340,000; established a contingency reserve of $634,000; and authorized the Public Works Director to execute the agreement and issue change orders within the contingency amount. The contingency reserve was established to address and mitigate potential unknowns that may arise during construction and was set at 10% of the agreement value. To date, approximately $340,000 of the contingency has been used to issue negotiated change orders to Myers.

An increase to the contingency reserve is now requested because the remaining balance is insufficient to address ongoing construction challenges, including anticipated costs to address elevation/clearance issues with the sludge cake storage hopper. Additional costs to address problems with the sludge cake pumping system are still uncertain; staff will request City Council approval of additional funding at a future date if determined necessary.

BUDGET IMPACT:

The initial authorized agreement with Myers for construction was in the amount of $6,340,000. The original contingency reserve established was $634,000. This request increases the contingency by $300,000 to a total of $934,000. Funding for this additional contingency amount is available within the WWTP Immediate Actions Projects, Package II project.

ENVIRONMENTAL DETERMINATION:

The work addressed by this administrative report is being undertaken to support the Clean Water Program. This project is subject to the requirements of the California Environmental Quality Act (CEQA), the general components of which are included as part of the Final Programmatic Environmental Impact Report (Final PEIR) (SCH No. 201532006) that was prepared for the Clean Water Program. The Final PEIR was certified by City Council on June 6, 2016. 214 of 406

CITY OF SAN MATEO
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NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
None

STAFF CONTACT
Matt Fabry, Deputy Director
[email protected]
650 522 7309
Azalea Mitch, Director
[email protected]
650 522 7303
215 of 406

CITY OF SAN MATEO
3 3
3 5

CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 10 Section Name: CONSENT CALENDAR File ID: 22-6101 TO: City Council
FROM: Drew Corbett, City Manager
PREPARED BY: Public Works Department
MEETING DATE: June 06, 2022
SUBJECT:

Citywide Street Rehabilitation Phase 4-B – Agreement
RECOMMENDATION:

Approve an agreement with HDR/WRECO for design services in an amount not to exceed $350,000; establish a contingency reserve in the amount of $35,000; and authorize the Public Works Director to execute the agreement in substantially the form presented and approve amendments within the contingency amount.

BACKGROUND:

HDR/WRECO was selected through a qualification process using a request for proposals (RFP) for on-call pavement design services. A specific proposal for design services was requested from HDR/WRECO for the City’s Citywide Street Rehabilitation Phase 4-B project, which is part of the City’s Pavement Management Program. In addition, HDR/WRECO has previously provided engineering design services for the Citywide Street Rehabilitation Packages 1C and 3B, and staff are satisfied with the services provided for the projects. HDR/WRECO’s proposed scope, schedule, and budget all align with the City’s needs. Staff recommends entering into an agreement with HDR/WRECO to perform the design services for this project for an amount not to exceed $350,000 and establishing a contingency of $35,000 to cover any unforeseen changes during the design process.

BUDGET IMPACT:

Sufficient funds are available in the Citywide Street Rehabilitation Package 2/Street Rehabilitation Phase 4-B project to award this agreement and the contingency reserve.

ENVIRONMENTAL DETERMINATION:

This project is categorically exempt from CEQA as an “existing facility,” because it consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use. (CEQA Guidelines Section 15301.)

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 - Agreement
216 of 406

CITY OF SAN MATEO
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STAFF CONTACT
Stephanie Gindlesperger, Senior Engineer
[email protected]
650-522-7315
217 of 406
Design Professional Services 2020 Page 1 of 10
Rev 7/21

AGREEMENT WITH HDR/WRECO

FOR DESIGN PROFESSIONAL SERVICES
FOR
CITYWIDE STREET REHABILITATION PACKAGE 4-B

This Agreement, made and entered into this day of ____________________, by and between the CITY OF SAN MATEO, a municipal corporation existing under the laws of the State of California (“CITY”), and HDR/WRECO, a corporation, (“CONSULTANT”), whose address is 1000 Broadway, Suite 475, Oakland CA 94607:

RECITALS:

A. CITY desires certain professional design services hereinafter described.

B. CITY desires to engage CONSULTANT to provide these professional design services by reason of its qualifications and experience for performing such services and CONSULTANT has offered to provide the required services on the terms and in the manner set forth herein.

NOW, THEREFORE, IT IS AGREED as follows:

SECTION 1 - SCOPE OF SERVICES

The scope of services to be performed by CONSULTANT under this Agreement is as described in Exhibit A to this Agreement, attached and incorporated by reference.

SECTION 2 - DUTIES OF CONSULTANT

CONSULTANT shall be responsible for the professional quality, technical accuracy and coordination of all work furnished by CONSULTANT under this Agreement. CONSULTANT shall, without additional compensation, correct or revise any errors or deficiencies in its work.

CONSULTANT represents that it is qualified to furnish the services described under this Agreement.

CONSULTANT shall be responsible for employing or engaging all persons necessary to perform the services of CONSULTANT.

CONSULTANT agrees to comply with the City’s minimum wage ordinance as codified in Municipal Code Chapter 5.92, which differs from the state minimum wage and includes a Consumer Price Index escalator.

SECTION 3 - DUTIES OF CITY

CITY shall provide pertinent information regarding its requirements for the project.

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CITY shall examine documents submitted by CONSULTANT and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of CONSULTANT's work.

SECTION 4 - TERM

The services to be performed under this Agreement shall commence on issuance of the Notice to Proceed (“NTP”) and be completed within 12 months of issuance of the NTP.

SECTION 5 - PAYMENT

Payment shall be made by CITY only for services rendered and upon submission of a payment request upon completion and CITY approval of the work performed. In consideration for the full performance of the services set forth in Exhibit A, CITY agrees to pay CONSULTANT a fee in an amount of $350,000, pursuant to rates stated in Exhibit B to this Agreement, attached and incorporated by reference.

SECTION 6 - TERMINATION

Without limitation to such rights or remedies as CITY shall otherwise have by law, CITY shall have the right to terminate this Agreement or suspend work on the Project for any reason, upon ten (10) days' written notice to CONSULTANT. CONSULTANT agrees to cease all work under this Agreement upon receipt of said written notice.

Upon termination and upon CITY's payment of the amount required to be paid, documents become the property of CITY, and CONSULTANT shall transfer them to CITY upon request without additional compensation.

SECTION 7 - OWNERSHIP OF DOCUMENTS

All documents prepared by CONSULTANT in the performance of this Agreement, although instruments of professional service, are and shall be the property of CITY, whether the project for which they are made is executed or not.

SECTION 8 - CONFIDENTIALITY

All reports and documents prepared by CONSULTANT in connection with the performance of this Agreement are confidential until released by CITY to the public. CONSULTANT shall not make any such documents or information available to any individual or organization not employed by CONSULTANT or CITY without the written consent of CITY before any such release.

SECTION 9 - INTEREST OF CONSULTANT

CONSULTANT covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services under this Agreement.

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SECTION 10 - CONSULTANT'S STATUS

It is expressly agreed that in the performance of the professional services required under this Agreement, CONSULTANT shall at all times be considered an independent CONSULTANT as defined in Labor Code Section 3353, under control of the CITY as to the result of the work but not the means by which the result is accomplished. Nothing herein shall be construed to make CONSULTANT an agent or employee of CITY while providing services under this Agreement.

SECTION 11 - INDEMNITY

CONSULTANT agrees to hold harmless and indemnify CITY, its elected and appointed officials, employees, and agents from and against any and all claims, loss, liability, damage, and expense arising out of CONSULTANT’s negligence, recklessness or willful misconduct to the maximum extent permitted by state law.

To the extent permitted by Civil Code section 2782.8, CONSULTANT agrees to defend City, its elected and appointed officials, employees, and agents against any such claims.

SECTION 12 - INSURANCE

CONSULTANT shall procure and maintain for the duration of the contract and three years thereafter (five years for building or major improvements) the insurance specified in Exhibit C to this Agreement.

SECTION 13 - NONASSIGNABILITY

Both parties hereto recognize that this Agreement is for the personal services of CONSULTANT and cannot be transferred, assigned, or subcontracted by CONSULTANT without the prior written consent of CITY.

SECTION 14 - RELIANCE UPON PROFESSIONAL

SKILL OF CONSULTANT

It is mutually understood and agreed by and between the parties hereto that CONSULTANT is skilled in the professional calling necessary to perform the work agreed to be done under this Agreement and that CITY relies upon the skill of CONSULTANT to do and perform the work in the most skillful manner, and CONSULTANT agrees to thus perform the work. The acceptance of CONSULTANT's work by CITY does not operate as a release of CONSULTANT from said obligation.

SECTION 15 - WAIVERS

The waiver by either party of any breach or violation of any term, covenant, or condition of this Agreement or of any provisions of any ordinance or law shall not be deemed to be a waiver of such term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or of any other term, condition, ordinance, or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, covenant, or condition of this Agreement or of any applicable law or ordinance.
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SECTION 16 – SEVERABILITY

If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.

SECTION 17 - COSTS AND ATTORNEY FEES

Attorney fees in total amount not exceeding $5000, shall be recoverable as costs (by the filing of a cost bill) by the prevailing party in any action or actions to enforce the provisions of this Agreement. The above $5000 limit is the total of attorney fees recoverable whether in the trial court, appellate court, or otherwise, and regardless of the number of attorneys, trials, appeals, or actions. It is the intent of this Agreement that neither party shall have to pay the other more than $5000 for attorney fees arising out of an action, or actions to enforce the provisions of this Agreement.

SECTION 18 - NON-DISCRIMINATION

CONSULTANT warrants that it is an Equal Opportunity Employer and shall comply with applicable regulations governing equal employment opportunity. Neither CONSULTANT nor any of its sub-consultants shall discriminate in the employment of any person because of race, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, or age, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment and Housing Act.

SECTION 19 - MEDIATION

Should any dispute arise out of this Agreement, any party may request that it be submitted to mediation. The parties shall meet in mediation within 30 days of a request. The mediator shall be agreed to by the mediating parties; in the absence of an agreement, the parties shall each submit one name from mediators listed by either the American Arbitration Association, the State Mediation and Conciliation Service, or other agreed-upon service. The mediator shall be selected by a blind draw.

The cost of mediation shall be borne equally by the parties. Neither party shall be deemed the prevailing party. No party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until agreement is reached by the parties but not more than 60 days, unless the maximum time is extended by the parties.

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SECTION 20 - LITIGATION

CONSULTANT shall testify at CITY's request if litigation is brought against CITY in connection with CONSULTANT's services under this Agreement. Unless the action is brought by CONSULTANT, or is based upon CONSULTANT's wrongdoing, CITY shall compensate CONSULTANT for preparation for testimony, testimony, and travel at CONSULTANT's standard hourly rates at the time of actual testimony.

SECTION 21 - NOTICES

All notices hereunder shall be given in writing and mailed, postage prepaid, addressed as follows:

To CITY: Azalea Mitch, Director of Public Works
City of San Mateo
330 W 20th Ave
San Mateo, CA 94403

To CONSULTANT: HDR/WRECO
Attn: Han-Bin Liang
1000 Broadway, Suite 475
Oakland, CA 94607

SECTION 22 - AGREEMENT CONTAINS ALL
UNDERSTANDINGS; AMENDMENT

This document represents the entire and integrated agreement between CITY and CONSULTANT and supersedes all prior negotiations, representations, and agreements, either written or oral.

This document may be amended only by written instrument, signed by both CITY and CONSULTANT.

SECTION 23 - AUTHORITY TO ENTER INTO AGREEMENT

CONSULTANT has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party.

SECTION 24 - GOVERNING LAW AND VENUE

This Agreement shall be governed by the laws of the State of California and, in the event of litigation, venue will be in the County of San Mateo.

[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, CITY and CONSULTANT have executed this Agreement the day and year first above written.

CITY OF SAN MATEO

CONTRACTOR

Azalea Mitch
Director of Public Works

Date Han-Bin Liang
Its Authorized Agent
Vice President

If a Corporation, can be either 1)
President or 2) Vice President plus
an additional corporate officer
(i.e., Secretary, Treasurer) who
shall sign below.

Date

APPROVED AS TO FORM

ADDITIONAL CORPORATE

OFFICER
(if necessary per the above)

Linh Nguyen
Assistant City Attorney
Date Holly Kennedy
Senior Vice President

Date

Attachments:

Exhibit A: Scope of Services
Exhibit B: Payment Rates
Exhibit C: Insurance Requirements

223 of 406
Page A-1

EXHIBIT A

SCOPE OF SERVICES

PROJECT DESCRIPTION
CONSULTANT’s proposed scope of services includes designing and preparing the construction contract documents for the Citywide Street Rehabilitation 4 B Project (Project). The following streets and limits are included in this scope of services.

Street Name Start Location End Location
1 Alley 15 North Road 43rd Avenue
2 36th Avenue Hacienda Street Edison Street
3 37th Avenue Alameda de las Pulgas Edison Street
4 Delaware Street Poplar Avenue 625 Delaware Street
5 Delaware Street 1st Street Indian Avenue
6 Grant Street 4th Avenue 9th Avenue
7 Polhemus Road Tower Road Ticonderoga Drive
8 Overland Drive Palos Verdes Drive Glendora Drive
9 Woodberry Avenue Overland Drive Glendora Drive

SCOPE OF WORK
TASK 1 – PROJECT MANAGEMENT AND COORDINATION
Task 1.1 - Project Schedule
CONSULTANT will prepare a preliminary Project schedule for the CITY’s review. The schedule will identify the critical path items, review times, and milestone submittals.

CONSULTANT will update and issue the revised Project schedule as necessary.

Task 1.2 - Project Kickoff Meeting and Initial Site Visit CONSULTANT will coordinate a Project Kickoff Meeting with the CITY. The purpose of the meeting will be to gain approval of the proposed base schedule and to identify any known Project issues. Meeting minutes will be prepared and distributed within five (5) working days of the meeting.

224 of 406
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Task 1.3 - Project Review Meetings (Virtual)
The CONSULTANT Team will attend up to two (2) virtual meetings with the CITY. The primary purpose of each meeting will be to review comments received from each milestone deliverable. A meeting will be held after the 30 % plans, specifications, and estimate (PS&E) submittal and after the 90% PS&E submittal for the CITY to provide comments on the submittal. CONSULTANT will discuss any comments that require clarification from the CITY and obtain an agreement on the design team’s proposed methods to address the CITY’s comments. CONSULTANT will provide meeting minutes to the CITY and team members. Additionally, CONSULTANT will provide the CITY with a Project progress report and an invoice on a monthly basis.

Task 1.4 - Bi-Weekly Meetings (Virtual)
The CONSULTANT Team will attend up to twenty (20) virtual meetings with the CITY.

The primary purpose of each meeting will be to coordinate the design efforts and resolve any issues that arise during the design process.

Task 1.5 - Quality Control
CONSULTANT’s designated Quality Assurance/Quality Control (QA/QC) Manager will ensure the QA/QC procedures established for the Project will be adhered to by the CONSULTANT. The following QC procedures will be used in the development of the planning and engineering documents for the Project:
• Define key team members and their respective roles and responsibilities for the Project.
• Identify, categorize, and incorporate correspondence, memoranda, and reports prepared for the Project within a distinct filing system that enables quick recovery upon request by the CITY and/or CONSULTANT Team members. • Perform internal plan QC reviews by the Project Manager and Team Leaders to ensure conflicts and miscommunication do not occur.
• Perform QA reviews by senior management who are not involved with the development of the Project documents at the 3 0% and 9 0% PS&E milestones before submittal to the CITY.

Task 1 Deliverables
• Project Schedule
• Project Meeting Minutes
• Monthly Invoices and Progress Reports

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TASK 2 – PRE-DESIGN INVESTIGATIONS
Task 2.1 - Field Reconnaissance & Investigation
CONSULTANT will conduct extensive field reconnaissance to assess the existing pavement conditions and note locations of the existing utility manholes and valve covers.

Existing Americans with Disabilities Act (ADA) ramps will be field measured, and ramp slopes will be calculated to ensure that each ramp is ADA -compliant. Existing curbs and gutters in need of repair will also be documented.

Task 2.2 - Curb Ramp & Street Assessment Review
CONSULTANT will review the Curb Ramp Report provided by the City for each curb ramp within the street section improvement limits. The CONSULTANT will assess each curb ramp and provide proposed solutions required to meet the ADA design criteria.

Task 2.3 - Topographical Survey
CONSULTANT will perform a field survey, tak ing survey data points at the top of curb, flow line, lip of gutter, and back of sidewalk at each curb ramp location for the following intersections anticipating curb ramp improvements associated with the mill and overlay improvement only:
• Alley 15 @ 43
rd Avenue (2 curb ramps)
• 37th Avenue @ Alameda de las Pulgas (2 curb ramps)
• 37th Avenue @ Lola Street (2 curb ramps)
• 37th Avenue @ Hillside Court (2 curb ramps)
• 37th Avenue @ Hacienda Street (4 curb ramps)
• 37th Avenue @ Edison Street (2 curb ramps)
• Delaware Street @ Bellevue Avenue (4 curb ramps)
• Delaware Street @ Poplar Avenue (2 curb ramps)
• Delaware Street @ Tilton Avenue (4 curb ramps)
• Delaware Street @ Cypress Avenue (2 curb ramps)
• Delaware Street @ 1st Avenue (2 curb ramps)
• Delaware Street @ Indian Avenue (2 curb ramps)
• Overland Drive @ Palos Verdes Drive (2 curb ramps)
• Overland Drive @ Glendora Drive (2 curb ramps)
• Woodberry Avenue @ Overland Drive (2 curb ramps)
• Woodberry Avenue @ Glendora Drive (2 curb ramps)

The topographic survey will also include the locations of surface visible utilities (including dips of inlets and manholes), utility boxes, vaults, lights, signs, fire hydrants, trees and their drip lines, and existing driveways in the vicinity of the curb ramps.

The survey control will be based on the California State Plane Coordinate System, North American Datum of 1983 (NAD 83). The vertical control will be based on the CITY’s 226 of 406
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vertical datum. Topographic mapping will be created from the survey data and will be used as the base map for the design plans.

Task 2.4 - Pavement Field Investigation & Pavement Assessment Report CONSULTANT will conduct a field investigation to visually inspect the pavement condition. CONSULTANT will also perform subsurface exploration for the streets that are projected to receive mill and overlay.

CONSULTANT will additionally take roadway coring samples, at each of the thirteen street locations, to a depth of up to 5 feet to determine the existing pavement depths and subsurface conditions at each location. The CITY will provide an encroachment permit (no fee to CONSULTANT) for the field work. It is assumed that traffic control will be required to complete the boring/coring. The following is included in this task:

• Obtain a CITY encroachment permit (assumed no fee to the CONSULTANT Team).
• Mark out the borings in white paint and call in Underground Service Alert ( USA) North Utility Notification a minimum of 72 hours before the start of the field work. • Drill soil borings approximately every 500 f eet or one boring per road segment, using solid flight augers or concrete coring and hand-augers to completion depths of approximately 5 feet below current grades at each of the thirteen street locations (up to 20 total borings).
• The existing asphalt concrete ( AC) and any identified base material will be measured where penetrated with borings. All borings will be backfilled with lean cement, and the soil cuttings drummed and disposed of off-site. All penetrations in the asphalt will be patched with an 18- inch plug of rapid setting high strength concrete dyed black.
• Bulk samples will be retrieved from the auger cuttings as the drilling advances. • Recovered representative samples will be visually classified to better determine the engineering characteristics of the soils.

The results of the field investigation will be presented in a Pavement Assessment Report (Basis of Design). This report will include the following:

• Summary of the Scope of Work performed for this report. • Summary of the local geology as it pertains to the Project. • A discussion o f the potential methods to rehabilitate the pavement. This discussion will include the pros and cons of each method with respect to each street location.
• A comparison of general costs for each method will be included in the report. This report will also rule out maintenance and rehabilitation options which cannot work with the existing structural section.
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• The report will also provide the recommended pavement treatment that strikes a balance between construction budget and pavement life expectancy.

For this task, we assume the following:
• There will be up to four (4) days of fieldwork.
• Field work can be performed from a minimum of 9 a.m. to 4 p.m., Monday through Friday. No night or weekend work will be required.
• There are no planned structural excavations ( e.g., utility improvements) for the proposed improvements.
• The existing pavement consists of AC and aggregate base sections. Concrete pavement or concrete treated basement layers may require a change in scope. • As-built drawings (if available) of existing pavement will be provided prior to the beginning of field work.
• County of San Mateo boring permit is not required for borings less than 10-feet- deep.
• Up to 9 traffic control plan drawings will be required for CITY encroachment permits.
• Caltrans encroachment permits will be obtained by others, if required. • CONSULTANT is not responsible for performing a site-specific seismic fault study or fault trenching as part of our scope. CONSULTANT is not performing a liquefaction analysis or seismic settlement analysis as part of our scope. • If hazardous substances are encountered, work will stop and an additional scope and fee will be required to address hazardous substances. • Public outreach or notification signs will be provided by others.

Task 2.5 - Utility Investigations
CONSULTANT will conduct a search of potential utility owners who might have facilities within the Project limits. We will prepare utility request letters for the CITY to send to the owners, requesting record drawings of their facilities or confirming they do not have any facilities that would be in conflict with the proposed improvements.

A composite plan of existing utilities will be prepared based on the information received from the utility owners and utility information received from the CITY. Potential conflicts between existing utilities and the proposed roadway improvements will be identified.

Task 2.6 - Develop Design Base Maps
CONSULTANT will compile the design base maps in AutoCAD, utilizing the aerial map supplemented with topographical survey, as needed.

Task 2.7- 30% Conceptual Plans
The 30% design plans prepared under this task will include the following:
• Conceptual Layout Plans (Identifying P roject improvement limits, curb ramp improvements, and pavement rehabilitation requirements) 228 of 406
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Task 2 Deliverables
• Street Boring Locations Exhibit (PDF)
• Pavement Assessment Report (PDF)
• Topographic Base Mapping (CADD file)
• 30% Conceptual Plans (PDF)

TASK 3 – 90% DESIGN SUBMITTAL
Task 3.1 - 90% Plans
The 90% design plans prepared under this task will include the following:
• Title Sheet with Vicinity Map and General Notes
• Index Map Sheet
• Typical Sections
• Layout Plans
• Sign and Striping Plans
• Electrical Plan (Loop Detector Replacement)
• Curb Ramp Improvement Details
• Construction Details

All sheets will be prepared on the CITY’s Standard Title Block and in AutoCAD (Version 2018).

Task 3.2 - 90% Specifications
Specifications will be written in the format of the CITY’s standard contract book and Caltrans’ Standard Plans and Specifications , dated 2018. The CITY will provide the standard “front ‐end” specifications for the CONSULTANT’s use. CONSULTANT will review the boilerplate front-end specifications and recommend any changes that would be appropriate.

Task 3.3 - 90% Construction Cost Estimate
CONSULTANT will prepare a construction cost estimate to ensure the proposed improvements are within the available construction budget. The construction cost estimate will be based on historical unit costs obtained from recent projects near the Project area, as well as Caltrans’ construction cost data.

Task 3 Deliverables
• 9 0% Plans (PDF)
• 9 0% Technical Specifications (PDF)
• 9 0% Construction Cost Estimate (PDF)

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TASK 4 – 100% DESIGN SUBMITTAL
Task 4.1 - Response to 90% Comments
Upon receiving comments on the 9 0% submittal, the CONSULTANT will prepare a Comment Response Form (CRF) to document the CITY’s comments. CONSULTANT will prepare written responses to each comment and submit the form to the CITY prior to the Project Review Meeting. After discussion with the CITY and upon reaching an agreement, the CRF will be updated to document the final status of each comment.

Task 4.2 - 100% Plans
Upon reaching an agreement with the CITY on the status of the 90% PS&E submittal comments, CONSULTANT will revise the plans accordingly to prepare the 100% plans.

Task 4.3 - 100% Specifications
CONSULTANT will upd ate the technical specifications based on the 90% submittal comments and the 100% plans.

Task 4.4 - 100% Construction Cost Estimate
CONSULTANT will update the Construction Cost Estimate to reflect the 100% plans and specifications.

Task 4 Deliverables
• 9 0% CRF
• Final Stamped and Signed Plans (1 full‐size hard copy) • Final Stamped and Signed Specifications (1 original hard copy) • Final Construction Cost Estimate (1 hard copy)
• One disc containing PDF files of the 90% CRF, Final Signed Plans, Final Signed Specifications, and Final Construction Cost Estimate. The disc will also contain a Microsoft Word file of the specifications.

Project Assumptions
CONSULTANT’s proposed scope of services and budget are provided based on the following assumptions.

The CITY will:
• Provide environmental clearance for the Project;
• Provide construction inspection work and contract administration for the Project; • Provide CONSULTANT with any CITY as ‐built or record drawings, utility underground maps, and any existing information necessary to complete the design;
• Provide the boilerplate front-end specifications to the CONSULTANT Team; 230 of 406
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• Be responsible for the reproduction of the construction bid packages (plans and specifications); and
• Provide construction staking for the Project.

CONSULTANT also assumes the following:
• No right‐of‐way mapping will be required;
• No major regulatory permits are needed;
• No traffic signal modifications are required;
• No geotechnical lab work will be required;
• Bidding and Construction Support services will be under a separate contract; • The CITY will perform any community outreach if required; • Construction work will be performed exclusively in the existing right‐of‐way; • An Encroachment Permit will be provided at no cost to CONSULTANT; and • The CITY will coordinate with Caltrans and obtain encroachment permit, if required.

Work Not Included in Scope of Services:

The following tasks are not included in our proposed scope of services because they were not specifically noted from the CITY’s request. However, CONSULTANT can provide these services upon the CITY’s request and approval.
• Coordination with local businesses, schools, and residents impacted by the Project;
• Development of the Stormwater Pollution Prevention Plan; and • Development of the Traffic Handling Plans and Stage Construction, which will be the contractor’s responsibility.

SCHEDULE
CONSULTANT will provide the scope of services described above on a mutually agreeable schedule.

BUDGET
CONSULTANT proposes to provide our services on a time and materials basis with a not- to-exceed budget of $ 348,950. Table B attached to this proposal includes a detailed estimate of hours per task and hourly rates based on our Charge Rate Schedule dated January 1, 2022.

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hdrinc.com
HDR | WRECO, 1243 Alpine Road, Suite 108, Walnut Creek, CA 94596 (925) 395-9500

BILLING RATE SCHEDULE
Hourly Rate of FY 2022
(01/01/2022 - 12/31/2022)

TITLE MINIMUM MAXIMUM
Principal Engineer $ 315.00 $ 380.00
Supervising Engineer $ 250.00 $ 320.00
Senior Civil Engineer $ 165.00 $ 280.00
Senior Civil Designer $ 135.00 $ 210.00
Civil Engineer $ 100.00 $ 200.00
Staff Civil EIT II $ 105.00 $ 155.00
Staff Civil EIT I $ 90.00 $ 140.00
Staff Civil II $ 105.00 $ 155.00
Staff Civil I $ 90.00 $ 140.00
Senior Environmental Scientist $ 135.00 $ 170.00 Environmental Scientist II $ 100.00 $ 155.00 Environmental Scientist I $ 75.00 $ 120.00 Senior Biologist $ 165.00 $ 250.00
Biologist II $ 100.00 $ 155.00
Biologist I $ 75.00 $ 120.00
Senior Engineering Geologist $ 210.00 $ 280.00 Senior Geotechnical Engineer $ 180.00 $ 250.00 Senior Geologist $ 135.00 $ 230.00
Geologist II $ 100.00 $ 170.00
Geologist I $ 75.00 $ 120.00
Senior Technician $ 90.00 $ 140.00
Technical Editor/Office Administrator $ 90.00 $ 140.00 Project Coordinator/Billing Accountant $ 75.00 $ 120.00

 Expenses are invoiced at 110% of cost.
 Unless expressed within the contract agreemen t, rates on all contracts are subject to an annual adjustment of a 3.5% escalation rate on January 1 of each calendar year.  Rates for deposition and trial time are 1.5 times those shown above.  Regular Mileage is per IRS rate or as otherwise specified in contract.

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EXHIBIT C

INSURANCE REQUIREMENTS

MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 12 07 covering CGL on an “occurrence” basis, including products -completed operations, personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if CONSULTANT has no owned autos, hired, (Code 8) and non -owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

4. Professional Liability (Errors and Omissions): Insurance appropriate to the CONSULTANT’s profession, with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate If the CONSULTANT maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the CONSULTANT.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The City, its elected and appointed officials, employees, and agents are to be covered as insureds on the auto policy for liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the CONSULTANT; and on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the CONSULTANT including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the CONSULTANT’s insurance (at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used).

Primary Coverage
For any claims related to this contract, the CONSULTANT’s insurance coverage shall be primary insurance as respects the City, its elected and appointed officials, employees, and agents. Any insurance or self-insurance maintained by the City, its elected and appointed officials, employees, or agents shall be excess of the CONSULTANT’s insurance and shall not contribute with it.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except after thirty (30) days’ prior written notice (10 days for non-payment) has been given to the City. 233 of 406
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Waiver of Subrogation
CONSULTANT hereby grants to City a waiver of any right to subrogation which any ins urer of said CONSULTANT may acquire against the City by virtue of the payment of any loss under such insurance.

CONSULTANT agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless o f whether or not the City has received a waiver of subrogation endorsement from the insurer.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the CONSULTANT to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.

Verification of Coverage
CONSULTANT shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the CONSULTANT’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

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CITY OF SAN MATEO
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CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 11 Section Name: CONSENT CALENDAR Account Number: . File ID: 22-6187 TO: City Council
FROM: Drew Corbett, City Manager
PREPARED BY: Public Works Department
MEETING DATE: June 06, 2022
SUBJECT:

Basin A & Various Locations Sanitary Sewer Improvements Project – Construction Agreement RECOMMENDATION:

Award an agreement with Westland Contractors, Inc. for the Basin A & Various Locations Sanitary Sewer Improvements Project in an amount not to exceed $7,348,355; establish a contingency in the amount of $1,470,000; and authorize the Public Works Director to execute the agreement in substantially the form presented and issue change orders within the contingency amount
BACKGROUND:

The Clean Water Program (CWP) is improving the City’s sanitary sewer system to prevent sanitary sewer overflows and unauthorized discharge of sewage. As part of the CWP, the annual sanitary sewer rehabilitation program includes the assessment and rehabilitation of aging sewer pipes to reduce inflow and infiltration.

Basin A includes the sewer collection system located in the northernmost parts of the City - areas east and west of Highway 101, north of J Hart Clinton Drive, and north of Baywood Avenue. There are some repairs not addressed in previous basin rehabilitation projects (hereafter “Various”), which are located in other parts of the City. This Basin A & Various Locations Sanitary Sewer Improvements Project (Project) focuses on the repair of sewer system deficiencies identified using video inspection to ensure proper operation of the sewer collection system, reduce infiltration and inflow, and fix defects in order to prevent potential sanitary sewer overflows. The Project includes the following sewer work: pipe spot repairs, full segment pipe replacements, rehabilitation and replacement of manholes, trenchless cured-in-place pipe spot repairs, pre- and post-installation video inspections, and site restorations. Construction activities are expected to start in August 2022.

The project was advertised for construction on April 13, 2022. Bids were opened on May 12, 2022. The engineer’s estimate was $9,804,000. Four bids were received and are listed as follows:

Contractor: Bid Amount:

Westland Contractors, Inc. $7,348,355
Express Plumbing $7,480,600
C2R Engineering $7,868,635
JMB Construction, Inc. $8,335,395
Staff recommends the Project be awarded to the lowest responsive and responsible bidder, identified as Westland Contractors, Inc., with a bid of $7,348,355. After review of the bid documents, the bid package was found to be complete and the contractor was found to have the appropriate licenses. Staff also recommends establishing a contingency reserve 235 of 406

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in the amount of $1,470,000 to address any unanticipated items that may arise during construction.

BUDGET IMPACT:

Sufficient funding for this agreement and contingency is available in the Citywide Sanitary Sewer Rehabilitation Project Collection System Improvements.

ENVIRONMENTAL DETERMINATION:

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 - Agreement
Att 2 - Bid Summary

STAFF CONTACT
Laura Webb, Associate Engineer
[email protected]
(650) 522-7322
Deryk Daquigan, Engineering Manager
[email protected]
(650) 522-7287
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CSG CONSULTANTS, INC AGREEMENT
APRIL 13, 2022 00 50 00 - 1
SECTION 00 50 00

AGREEMENT
THIS AGREEMENT is by and between the City of San Mateo (Owner) and Westland Contractors, Inc. (Contractor).

Owner and Contractor, in consideration of the mutual covenants set forth herein, agree as follows:

1. WORK

1.1. Contractor shall complete the Work as specified or indicated in the Contract Documents. The Work is generally described as follows:

1.1.1. Spot & Segment Repairs (Open Cut): Replace 6-inch, 8-inch, 10-inch, and 12-inch sanitary sewer pipe with the same size polyvinyl chloride (PVC) sewer pipe, reconnect service laterals, and reconnect new PVC pipe to existing manholes.

1.1.2. Spot & Segment Repairs (Sectional CIPP): Rehabilitate existing 6- inch, 8-inch, 10-inch, and 12-inch sanitary sewer pipe with cured in place pipe (CIPP), reinstate service laterals, and connect CIPP liner to existing manholes.

1.1.3. Full-Length Replacement: Rehabilitate complete reaches of existing 6- inch, 8-inch, and 12-inch vitrified clay pipe (VCP) sanitary sewer mains with high density polyethylene (HDPE) pipe of same diameter via trenchless technology (Pipe Bursting), reinstate service laterals, and reconnect new HDPE pipe to existing manholes.

1.1.4. Manhole Repairs: Rehabilitate manholes by lining; channel repair; and full replacement.

1.1.5. Pre- and Post-installation CCTV Inspections

1.1.6. Monument Replacement

1.1.7. The work described above is located within the public right-of-way and within easements on private property in the City of San Mateo.

2. THE PROJECT

2.1. The Project for which the Work under the Contract Documents may be the whole or only a part is generally described as follows

2.1.1.BASIN A & VARIOUS LOCATIONS SANITARY SEWER

IMPROVEMENTS PROJECT
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APRIL 13, 2022 00 50 00 - 2

3. ENGINEER

3.1. Engineer means the licensed Engineer and its consultants, retained by the Owner to perform design services for the Project.

4. CONTRACT TIMES

4.1. Time of the Essence: Time limits for Milestones, if any, Substantial Completion, and completion and readiness for final payment as stated in the Contract Documents are of the essence of the Contract.

4.2. Days to Achieve Substantial Completion and Final Payment:

4.2.1. The Work shall be substantially completed within 240 working days from the date when the Contract Times commence to run as provided in Paragraph 2.03 of the General Conditions, and completed and ready for final payment in accordance with Paragraph 14.07 of the General Conditions within 280 working days after the date when the Contract Times commence to run.

4.3. Liquidated Damages:

4.3.1. Contractor and Owner recognize that time is of the essence of this Agreement and that Owner will suffer financial loss if the Work is not completed within the times specified in Paragraph Contract Times above, plus any extensions thereof allowed in accordance with Article 11 of the General Conditions. The parties also recognize the delays, expense, and difficulties involved in proving in a legal or arbitration proceeding the actual loss suffered by Owner if the Work is not completed on time. Accordingly, instead of requiring any such proof, Owner and Contractor agree that as liquidated damages for delay (but not as a penalty) Contractor shall pay Owner $500 for each day that expires after the time specified herein for Substantial Completion until the Work is substantially complete.

4.3.2. After Substantial Completion, if Contractor neglects, refuses, or fails to complete remaining Work within the Contract Time or any proper extension thereof granted by Owner, Contractor shall pay Owner $500 for each day that expires after the time specified herein for completion and readiness for final payment until the Work is completed and ready for final payment.

5. CONTRACT PRICE

5.1. For all Work, at the prices stated in Contractor’s Bid, incorporated herein by reference, a lump sum of $7,348,355.00.
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6. PAYMENT PROCEDURES

6.1. Submittal and Processing of Payments: Contractor shall submit Applications for Payment in accordance with Article 15 of the General Conditions. Applications for Payment will be processed by Engineer as provided in the General Conditions.

6.2. Progress Payments and Retainage: Owner will make progress payments on account of the Contract Price on the basis of Contractor’s Application for Payment on the date of each month as established in the preconstruction conference during performance of the Work as provided herein. All such payments will be measured by the Schedule of Values established as provided in Paragraph 2.05 of the General Conditions (and in the case of Unit Price Work based on the number of units completed) or, in the event there is no Schedule of Values, as provided in the General Requirements.

6.2.1. Prior to Substantial Completion, progress payments will be made in an amount equal to the percentage indicated below but, in each case, less the aggregate of payments previously made and less such amounts as Engineer may determine or Owner may withhold, including but not limited to liquidated damages, in accordance with Paragraph 15.01 of the General Conditions:

6.2.1.1. Ninety five percent of Work completed (with the balance being retainage). If the Work has been 50 percent completed as determined by Engineer, and if the character and progress of the Work have been satisfactory to Owner and Engineer, Owner, on recommendation of Engineer, may determine that as long as the character and progress of the Work remain satisfactory to them, there will be no additional retainage; and

6.2.1.2. Ninety five percent of cost of materials and equipment not incorporated in the Work (with the balance being retainage).

6.2.2. Contractor may elect to substitute securities of equivalent value in accordance with requirements and procedures of Sections 22300 or 10263 of the California Public Contract Code.

6.3. Final Payment:

6.3.1. Upon final completion and acceptance of the Work in accordance with Paragraph 15.06 of the General Conditions, Owner will pay the remainder of the Contract Price as recommended by Engineer as provided in Paragraph 15.06.
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7. INTEREST

7.1. Monies not paid when due as provided in Article 15 of the General Conditions shall bear interest at the legal rate unless otherwise specified according to California law.

8. CONTRACTOR’S REPRESENTATIONS

8.1. In order to induce Owner to enter into this Agreement, Contractor makes the following representations:

8.1.1. Contractor has examined and carefully studied the Contract Documents and the other related data identified in the Bidding Documents.

8.1.2. Contractor has visited the Site and become familiar with and is satisfied as to the general, local, and Site conditions that may affect cost, progress, and performance of the Work.

8.1.3. Contractor is familiar with and is satisfied as to all federal, state, and local Laws and Regulations that may affect cost, progress, and performance of the Work.

8.1.4. Contractor has carefully studied: (1) reports of explorations and tests of subsurface conditions at or contiguous to the Site and drawings of physical conditions relating to existing surface or subsurface structures at the Site (except Underground Facilities), if any, which have been identified in Paragraph

8.1.5. Paragraph 5.03 of the Supplementary Conditions as containing reliable “technical data”, and (2) reports and drawings of Hazardous Environmental Conditions, if any, at the Site which have been identified in Paragraph 5.06 of the Supplementary Conditions as containing reliable “technical data.”

8.1.6. Contractor has considered the information known to Contractor; information commonly known to contractors doing business in the locality of the Site; information and observations obtained from visits to the Site; the Contract Documents; and Site-related reports and drawings identified in the Contract Documents, with respect to the effect of such information, observations, and documents on 1) the cost, progress, and performance of the Work; 2) the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, including any specific means, methods, techniques, sequences, and procedures of construction expressly required by the Contract Documents; and 3) Contractor’s safety precautions and programs.

8.1.7. Based on the information and observations referred to above, Contractor does not consider that any further examinations, investigations, 240 of 406

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explorations, tests, studies, or data are necessary for the performance of the Work at the Contract Price, within the Contract Times, and in accordance with the other terms and conditions of the Contract Documents.

8.1.8. Contractor is aware of the general nature of work to be performed by Owner and others at the Site that relates to the Work as indicated in the Contract Documents.

8.1.9. Contractor has given Engineer written notice of conflicts, errors, ambiguities, or discrepancies that Contractor has discovered in the Contract Documents, and the written resolution thereof by Engineer is acceptable to Contractor.

8.1.10.The Contract Documents are generally sufficient to indicate and convey understanding of terms and conditions for performance and furnishing of the Work.

8.1.11.Contractor’s entry in to this Contract constitutes an incontrovertible representation by Contractor that without exception, all prices in the Agreement are premised upon performing and furnishing the Work required by the Contract Documents.

9. CONTRACT DOCUMENTS

9.1. Contents:

9.1.1. The Contract Documents consist of the following:

9.1.1.1. This Agreement (pages 1 to 10, inclusive).

9.1.1.2. Performance bond (pages 1 to 4, inclusive).

9.1.1.3. Payment bond (pages 1 to 4, inclusive).

9.1.1.4. General Conditions (pages 1 to 52, inclusive).

9.1.1.5. Supplementary Conditions (pages 1 to 46, inclusive).

9.1.1.6. Specifications as listed in the table of contents of the Project Manual.

9.1.1.7. All Appendices contained within the contract documents here consisting of:
a. Repair Location Maps (Consisting of 44 Sheets)
b. Spot and Segment Repair Table
c. Full-Length Replacement Segments Table
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d. Manhole Repair Table
e. Partially Inspected Segments
f. Photographs of Existing Conditions for Repair Work
g. Construction Details
h. Construction Best Management Practices
i. Contractor’s Certificate of Completion
j. Request for Information (RFI) Template
k. Request for Progress Payment Checklist Template
l. Submittal Cover Sheet Template
m.Insurance Requirements for Construction Contracts
n. Sample Traffic / Business Disruption Notice
o. Sample Public Utility Access Notice
p. Sample Work Completion Notice
q. Traffic Control Plan Requirements
r. References Form
s. Work Hour Waiver Form

9.1.1.8. Addenda (numbers1 to 1, inclusive).

9.1.2. The following which may be delivered or issued on or after the Effective Date of the Agreement and are not attached hereto:

9.1.2.1. Notice to Proceed (pages to , inclusive).

9.1.2.2. Work Change Directives.

9.1.2.3. Change Order(s).

9.2. There are no Contract Documents other than those listed above in this Article.

9.3. The Contract Documents may only be amended, modified, or supplemented as provided in Paragraph 3.04 of the General Conditions.

10. MISCELLANEOUS

10.1.Terms used in this Agreement will have the meanings stated in the General Conditions and the Supplementary Conditions.

10.1.1.Successors and Assigns: Owner and Contractor each binds itself, its partners, successors, assigns, and legal representatives to the other party hereto, its partners, successors, assigns, and legal representatives in respect to all covenants, agreements, and obligations contained in the Contract Documents.

10.1.2.Severability: Any provision or part of the Contract Documents held to be void or unenforceable under any Law or Regulation shall be deemed stricken, and remaining provisions shall continue to be valid and binding upon 242 of 406

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Owner and Contractor, who agree the Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision.

10.1.3.Assignment of Contract:

10.1.3.1.No assignment by a party hereto of any rights under or interests in the Contract shall be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, monies that may become due and monies that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment shall release or discharge the assignor from any duty or responsibility under the Contract Documents.

10.2.Contractor’s Certifications:

10.2.1.Contractor certifies that it has not engaged in corrupt, fraudulent, collusive, or coercive practices in competing for or in executing the Contract.

For the purposes of this paragraph:

10.2.1.1.“corrupt practice” means the offering, giving, receiving, or soliciting of anything of value likely to influence the action of a public official in the bidding process or in Contract execution;

10.2.1.2.“fraudulent practice” means an intentional misrepresentation of facts made (a) to influence the bidding process or the execution of the Contract to the detriment of Owner, (b) to establish Bid or Contract Price at artificial noncompetitive levels, or (c) to deprive Owner of the benefits of free and open competition;

10.2.1.3.“collusive practice” means a scheme or arrangement between two or more Bidders, with or without the knowledge of Owner, a purpose of which is to establish Bid prices at artificial, noncompetitive levels; and

10.2.1.4.“coercive practice” means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the bidding process or affect the execution of the Contract.

10.3.Attorney Fees:

10.3.1.Attorney fees in amount not exceeding $85 per hour per attorney, and in total amount not exceeding $5,000, shall be recoverable as costs (that is, by 243 of 406

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the filing of a cost bill) by the prevailing party in any action or actions to enforce the provisions of this Contract. The above $5,000 limit is the total of attorney fees recoverable whether in the trial court, appellate court, or otherwise, and regardless of the number of attorneys, trials, appeals or actions.

It is the intent that neither party to this Contract shall have to pay the other more than $5,000 for attorney fees arising out of an action, or actions, to enforce the provisions of this Contract. The parties expect and hope there will be no litigation and that any differences will be resolved amicably.

10.4.In accordance with Section 1775, California Labor Code, Contractor shall forfeit to Owner, as a penalty, not more than $50 for each calendar day, or portion thereof, for each worker paid, either by Contractor or any subcontractor, less than the prevailing rates as determined by the Director of California Department of Industrial Relations for the Work.

10.5.Contractor Registration:

10.5.1.Project is subject to compliance monitoring and enforcement by the California Department of Industrial Relations (DIR).

10.6.In the performance of the Work, a day’s work shall be 8 hours of labor in any workday and 40 hours in any work week and any other work as required by Section 510, California Labor Code, and Contractor shall further conform to the requirements of Section 1813, California Labor Code, or forfeit to Owner, as a penalty, the sum of $25 for each worker employed in the execution of the Work by Contractor or any subcontractor, for each day during which any worker is required or permitted to labor more than 8 hours in any workday or more than 40 hours in any 1 calendar week in violation of Section 510.

10.7.Contractor shall carry workers' compensation insurance and require subcontractors to carry workers' compensation insurance as required by Section 3700, California Labor Code.

10.8.Pursuant to California Labor Code Section 6705, excavation of any trench or trenches 5 feet or more in depth, involving estimated expenditures in excess of $25,000 shall require, in advance of excavation, a detailed plan showing the design of shoring, bracing, sloping or other provisions to be made for worker protection prepared by a registered civil or structural engineer.

10.9.Pursuant to Section 1770 et seq., California Labor Code, the successful Bidder shall pay not less than the prevailing rate of per diem wages as determined by the Director of California Department of Industrial Relations. A copy of such prevailing rate is on file at the offices of the Owner, which copy will be made available for examination during business hours to any party on request.

10.10.Contractor, by signing this Agreement, certifies the following: “I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be 244 of 406

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insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work of this Contract.”

10.11.Nothing in this Agreement shall prevent Contractor or any Subcontractor from employing properly registered apprentices in the execution of the Agreement.

Contractor shall have responsibility for compliance with California Labor Code Section 1777.5 for all apprenticeable occupations.

During the performance of Work under this Agreement, Contractor and its Subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, medical condition, marital status, age (over 40) or sex. Contractors and Subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination. Contractors and Subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, § 12900 et seq.) and the applicable regulations promulgated thereunder (Cal. Code Regs., tit. 2, § 11000 et seq.). The applicable regulations of the Fair Employment and Housing Council implementing Government Code section 12990, set forth in Subchapter 5 of Division 4.1 of Title 2 of the California Code of Regulations are incorporated into this contract by reference and made a part hereof as if set forth in full. Contractor and its Subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
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IN WITNESS WHEREOF, Owner and Contractor have signed this Agreement in triplicate.

One counterpart each has been delivered to Owner, Contractor, and Engineer. All portions of the Contract Documents have been signed or identified by Owner and Contractor or on their behalf.

This Agreement will be effective on __________________ (which is the Effective Date of the Agreement).

CITY OF SAN MATEO: CONTRACTOR:

Azalea Mitch, P.E. Date Neil Hung Date
Public Works Director Its Authorized Agent
President/CEO
APPROVED AS TO FORM: ATTEST:

Linh P. Nguyen Date <Insert Name> Date
Assistant City Attorney <Insert Title>
Address for giving notices:

License No.
(Where applicable)
Agent for service or process:

(If Contractor is a corporation, a partnership,
or a joint venture, attach evidence of
authority to sign.)

END OF SECTION
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ITEM EST. UNIT TOTAL UNIT TOTAL UNIT TOTAL UNIT TOTAL UNIT TOTAL NO. QTY. UNIT PRICE COST PRICE COST PRICE COST PRICE COST PRICE COST 1 Mobilization (5%) 1 LS $492,500.00 $492,500.00 $100,000.00 $100,000. 00 $400,000.00 $400,000.00 $175,000.00 $175,000.00 $164,000.00 $164,0 00.00 2 Traffic Control 1 LS $209,000.00 $209,000.00 $30,000.00 $30,000.00 $3 00,000.00 $300,000.00 $100,000.00 $100,000.00 $150,000.00 $150,000.0 0 3 Bypassing 1 LS $198,000.00 $198,000.00 $20,000.00 $20,000.00 $150,000 .00 $150,000.00 $65,000.00 $65,000.00 $75,000.00 $75,000.00 4 Temporary Erosion & Sediment Control 1 LS $66,000.00 $66,000.00 $10 ,000.00 $10,000.00 $50,000.00 $50,000.00 $35,000.00 $35,000.00 $95,00 0.00 $95,000.00 5 Shoring & Bracing (Depth≥5') 1 LS $385,000.00 $385,000.00 $70,000.00 $70,000.00 $100,000.00 $100,00 0.00 $70,000.00 $70,000.00 $150,000.00 $150,000.00 6 CCTV - Pre-Construction 94,170 LF $4.40 $414,348.00 $0.50 $47,085.00 $3.00 $282,510.00 $1.50 $141,255.00 $3.00 $282,510.00 7 CCTV - Post-Construction 94,170 LF $4.40 $414,348.00 $0.50 $47,085.0 0 $3.00 $282,510.00 $1.50 $141,255.00 $3.00 $282,510.00 8 Easement Site Restoration 1 LS $250,000.00 $250,000.00 $250,000.00 $ 250,000.00 $250,000.00 $250,000.00 $250,000.00 $250,000.00 $250,000. 00 $250,000.00 9 Open Cut Spot Repair (6 Feet Long Per Each) - Right of Way a) Spot Repair 6' Dia, Depth 0'-4.99' 44 EA $6,710.00 $295,240.00 $7 ,500.00 $330,000.00 $4,200.00 $184,800.00 $5,200.00 $228,800.00 $5,20 0.00 $228,800.00 b) Spot Repair 6" Dia., Depth ≥5' 109 EA $6,930.00 $755,370.00 $8,000.00 $872,000.00 $5,500.00 $599,500. 00 $5,500.00 $599,500.00 $5,400.00 $588,600.00 c) Spot Repair 8" Dia., Depth 0'-4.99' 7 EA $7,150.00 $50,050.00 $7, 500.00 $52,500.00 $4,600.00 $32,200.00 $5,200.00 $36,400.00 $5,600.00 $39,200.00 d) Spot Repair 8" Dia., Depth ≥5' 32 EA $7,370.00 $235,840.00 $8,000 .00 $256,000.00 $5,800.00 $185,600.00 $5,800.00 $185,600.00 $5,800.00 $185,600.00 e) Spot Repair 10" Dia., Depth ≥5' 6 EA $7,810.00 $46,860.00 $8,000. 00 $48,000.00 $7,500.00 $45,000.00 $6,000.00 $36,000.00 $5,800.00 $34, 800.00 f) Spot Repair 12" Dia., Depth 0'-4.99' 1 EA $8,030.00 $8,030.00 $8, 000.00 $8,000.00 $10,000.00 $10,000.00 $8,500.00 $8,500.00 $7,200.00 $ 7,200.00 g) Spot Repair 12" Dia., Depth ≥5' 7 EA $8,250.00 $57,750.00 $8,500. 00 $59,500.00 $8,500.00 $59,500.00 $9,000.00 $63,000.00 $6,500.00 $45, 500.00 10 Open Cut Spot Repair (6 Feet Long per Each) - Easement a) Spot Repair 6' Dia, Depth 0'-4.99' 33 EA $6,380.00 $210,540.00 $5 ,200.00 $171,600.00 $5,000.00 $165,000.00 $5,000.00 $165,000.00 $7,50 0.00 $247,500.00 b) Spot Repair 6" Dia., Depth ≥5' 94 EA $6,600.00 $620,400.00 $6,000 .00 $564,000.00 $4,500.00 $423,000.00 $5,350.00 $502,900.00 $7,600.00 $714,400.00 c) Spot Repair 8" Dia., Depth 0'-4.99' 2 EA $6,710.00 $13,420.00 $5, 200.00 $10,400.00 $5,200.00 $10,400.00 $5,500.00 $11,000.00 $7,800.00 $15,600.00 d) Spot Repair 8" Dia., Depth ≥5' 11 EA $6,930.00 $76,230.00 $6,000. 00 $66,000.00 $8,500.00 $93,500.00 $5,750.00 $63,250.00 $7,700.00 $84, 700.00 11 Open Cut Segment Repair (More than 6 Feet Long) - Right of Way a) Segment Repair 6" Dia., Depth 0'-4.99' 180 LF $1,122.00 $201,960 .00 $1,200.00 $216,000.00 $200.00 $36,000.00 $925.00 $166,500.00 $750. 00 $135,000.00 b) Segment Repair 6" Dia., Depth ≥5' 285 LF $1,155.00 $329,175.00 $1,250.00 $356,250.00 $250.00 $71,250.00 $ 950.00 $270,750.00 $775.00 $220,875.00 c) Segment Repair 8" Dia., Depth ≥5' 85 LF $1,232.00 $104,720.00 $1,275.00 $108,375.00 $250.00 $21,250.00 $9 25.00 $78,625.00 $650.00 $55,250.00 d) Segment Repair 12" Dia., Depth ≥5' 70 LF $1,375.00 $96,250.00 $1,300.00 $91,000.00 $220.00 $15,400.00 $950 .00 $66,500.00 $700.00 $49,000.00 12 Open Cut Segment Repair (More than 6 Feet Long) - Easement a) Segment Repair 6" Dia., Depth 0'-4.99' 115 LF $1,067.00 $122,705 .00 $1,100.00 $126,500.00 $380.00 $43,700.00 $350.00 $40,250.00 $550.0 0 $63,250.00 b) Segment Repair 6" Dia., Depth ≥5' 220 LF $1,100.00 $242,000.00 $1 ,150.00 $253,000.00 $480.00 $105,600.00 $380.00 $83,600.00 $575.00 $12 6,500.00 JMB Construction, Inc.

BIDDER #4

BIDDERS
C2R Engineering, Inc.

BIDDER #3
Basin A & Various Locations Sanitary Sewer Improvements Project

BID SUMMARY
Westland Contractors, Inc. Express Plumbing, Inc.

BIDDER #2
CITY PROJECT NO. 46S091-46000-9153-46320
BID OPENING: 5/12/2022 Council Award: 6/6/2022 BIDDER #1

DESCRIPTION OF WORK

ENGINEER'S ESTIMATE

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San Mateo City CouncilJune 6, 2022

San Mateo City Council
June 6, 2022