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HomeMy WebLinkAboutContract 62693FORT WORTH CSC No. 62693 CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between CDW Government, LLC. ("Vendor") and the City of Fort Worth, ("City"), a Texas home rule municipality. The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Cooperative Purchase Agreement; 2. Exhibit A — DIR-CPO-5126 Pricing Index; 3. Exhibit B — DIR-CPO-5126 Cooperative Agreement; and 4. Exhibit C — Conflict of Interest Questionnaire. Exhibits A, B, and C which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. City shall pay Vendor in accordance with the pricing index in Exhibit A and the provisions of this Agreement. Total payment made annually under this Agreement by City shall not exceed One Hundred Thousand and 00/100 dollars ($100,000.00). Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by Exhibit A and this Agreement unless City requests and approves in writing the additional costs for such items, services, and/or expenses. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The term of this Agreement shall be effective beginning on January 11, 2025 below ("Effective Date") and shall expire on January 10, 2026, City shall be able to renew this agreement for two (2) one- year options by written agreement of the parties. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other parry, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other parry by United States Mail, registered, return receipt requested, addressed as follows: OFFICIAL RECORD Cooperative Purchase CITY SECRETARY page 1 of 16 FT. WORTH, TX To CITY: To CDW Government, LLC: City of Fort Worth CDW Government, LLC. Attn: Mark McDaniel, Deputy City Manager ATTN: Legal Department 100 Fort Worth Trail 230 North Milwaukee Ave. Fort Worth, TX 76102-6314 Vernon Kills, IL. 60061 Facsimile: (817) 392-8654 Facsimile: N/A With copy to Fort Worth City Attorney's Office at same address IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under the Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non -infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information ("Personal Data") by any unauthorized person or third party, or becomes aware of any other security breach relating Cooperative Purchase Page 2 of 16 to Personal Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed under the Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall immediately notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately comply with applicable laws and shall take the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any and all claims, suits, causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising out of or relating to any third party claim arising from breach by Vendor of its obligations contained in this Section, except to the extent resulting from the acts or omissions of City. All Personal Data to which Vendor has access under the Agreement, as between Vendor and City, will remain the property of City. City hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under the Agreement, unless authorized in writing by City. Vendor's obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party. All Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. No Bovcott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel, and (2) will not boycott Israel during the term of the Agreement. Prohibition on Bovcottine Energv Companies. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or Cooperative Purchase Page 3 of 16 partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's sig-nature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. Cooperative Purchase Page 4 of 16 The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: By. CIA t"` i Name: Mark McDaniel Title: Deputy City Manager Date: Jan 27, 2025 By: /-� G;. � Name: Kevin Gunn Title: Director, IT Solutions ATTEST: By: Name: Jannette Goodall Title: City Secretary VENDOR: CDW Government, LLC p6aopp 00 v F FOR?o �9pd moo° oo v _ o o o* Pv=d dPd*% o4L as a TEXASo�p �bnaauoo ___qyl By: Anup Sreedharan (Jan 10, 202511:39 CST) Name: Anup Sreedharan Title: Sr, Manager, Program Management Date: Jan 10, 2025 CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Paa Name: Jeff Park Title: Sr. IT Solutions Manager APPROVED AS TO FORM AND LEGALITY: M. // By: M. Kevin Anders, II (Jan 27, 2025 14:11 CST) Name: M. Kevin Anders, II Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A Approval Date: Form 1295: HK OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Cooperative Purchase Page 5 of 16 Exhibit A Cooperative Agreement Pricing Index Appendix C Pricing Index DIR-CPO-5126 CDW Government LLC CATEGORY BRAND DISCOUNT % OFF LIST PRICE NOTEBOOK COMPUTERS Apple 3.00% ALL IN ONE COMPUTERS Apple 2.00% DESKTOP COMPUTERS Apple 2.00% TABLETS Apple 3.00% ACCESSORIES Apple 2.00% WARRANTY AND RELATED SERVICES WARRANTY Apple 1CDW 7.50% 1 RELATED SERVICES 10.00% Cooperative Purchase Page 6 of 16 Exhibit B Cooperative Agreement: DIR-CPO-5126 DIR Contract No. DIR-CPC)-5126 CDW Government LLC- 364230110 STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCT, SERVICES, AND RELATED SERVICES CDW Government LLC 1 Introduction 1.1 Parties This contract for Apple -Branded Products and Related Services (this "Contract") is entered into between the State of Texas, acting by and through the Department of Information Resources (hereinafter "DIR") with its principal place of business at 300 West 151" Street, Suite 1300, Austin, Texas 78701, and CDW Government LLC, an Illinois limited liability company, (hereinafter "Successful Respondent"), with its principal place of business at 230 N. Milwaukee Avenue, Vernon Hills, Illinois 60061. 1.2 Compliance with Procurement Laws This Contract is the result of compliance with applicable procurement laws of the State of Texas. DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State Business Daily, Request for Offer (RFO) DIR-CPO-TMP-561, on 10/15/2021, for Apple Branded Products and Related Services (the "RFO"). Upon execution of all Contracts, a notice of award for DIR-CPO-TMP-561 shall be posted by DIR on the Electronic State Business Daily. 1.3 Order of Precedence a) For transactions under this Contract, the order of precedence shall be as follows: i. this Contract; ii. Appendix A, Standard Terms and Conditions; iii. Appendix B, Successful Respondent's Historically Underutilized Businesses Subcontracting Plan; iv. Appendix C, Pricing Index; V. Appendix D, Service Agreement; vi. Exhibit 1, RFO DIR-CPO-TMP-561, including all Addenda; and vii. Exhibit 2, Successful Respondent's Response to RFO DIR-CPO-TMP-561 including all Addenda. b) Each of the foregoing documents is hereby incorporated by reference and together constitute the entire agreement between DIR and Successful Respondent governing transactions. DIR-CPO-TMP-561 Page l of 8 Cooperative Purchase Page 7 of 16 DIR Contract No. DIR-CM-5126 CDW Government LLC- 364230110 1.4 Definitions Capitalized terms used but not defined herein have the meanings given to them in Appendix A, Standard Terms and Conditions. 2 Term of Contract The initial term of this Contract shall be up to two (2) years commencing on the date of the last signature hereto (the "Initial Term"), with three (3) optional one-year renewals (each, a "Renewal Term''). Prior to expiration of the Initial Term and each Renewal Term, this Contract will renew automatically under the same terms and conditions unless either party provides written notice to the other party at least sixty (60) days in advance of the renewal date stating that the party wishes to discuss amendment or non -renewal. 3 Option to Extend Successful Respondent agrees that DIR may require continued performance under this Contract at the rates specified in this Contact following the expiration of the Initial Term or any Renewal Term. This option may be exercised more than once, but the total extension of performance hereunder shall not exceed ninety (90) calendar days. Such extension of services shall be subject to the requirements of this Contract, with the sole and limited exception that the term shall be extended pursuant to this provision. DIR may exercise this option upon thirty (30) calendar days written notice to Successful Respondent. 4 Product and Service Offerings Products and services available under this Contract are limited to the technology categories defined in Request for Offer DIR-CPO-TMP-561 for Apple Branded Products and Related Services. At DIR's sole discretion, Successful Respondent may incorporate changes or make additions to its product and service offerings, provided that any changes or additions must be within the scope of the RFO. 5 Pricing 5.1 Pricing Index Pricing to Customers shall be as set forth in Appendix C, Pricing Index, and shall include the DIR Administrative Fee (as defined below). 5.2 Customer Discount a) The minimum Customer discount for all products and services will be the percentage off List Price (as defined below) or MSRP (as defined below), as applicable, as specified in Appendix C, Pricing Index. Successful Respondent shall not establish a List Price or DIR-CPO-TNIP-561 Pagc 2 of S Cooperative Purchase Page 8 of 16 DIR Contract No. DIR-CPO-5126 CDW Government LL(*- 364230110 MSRP for a particular solicitation. For purposes of this Section, "List Price" is the price for a product or service published in Successful Respondent's price catalog (or similar document) before any discounts or price allowances are applied. For purposes of this Section, "MSRP," or manufacturer's suggested retail price, is the price list published by the manufacturer or publisher of a product and available to and recognized by the trade. b) Customers purchasing products or services under this Contract may negotiate additional discounts with Successful Respondent. Successful Respondent and Customer shall provide the details of such additional discounts to DIR upon request. c) if products or services available under this Contract are provided at a lower price to: (i) an eligible Customer who is not purchasing those products or services under this Contract, or (ii) to any other customer under the same terms and conditions provided for the State for the same products and services under this contract, then the price of such products and services under this Contract shall be adjusted to that lower price. This requirement applies to products or services quoted by Successful Respondent for a quantity of one (1), but does not apply to volume or special pricing purchases. Successful Respondent shall notify DIR within ten (10) days of providing a lower price as described in this Section, and this Contract shall be amended within ten (10) days to reflect such lower price. 5.3 Changes to Prices a) Subject to the requirements of this section, Successful Respondent may change the price of any product or service upon changes to the List Price or MSRP, as applicable. Discount levels shall not be subject to such changes, and will remain consistent with the discount levels specified in this Contract. b) Successful Respondent may revise its pricing by publishing a revised pricing list, subject to review and approval by DIR. if DIR in its sole discretion, finds that the price of a product or service has been increased unreasonably, DIR may request that Successful Respondent reduce the pricing for the product or service to the level published before such revision. Upon such request, Successful Respondent shall either reduce the pricing as requested, or shall remove the product or service from the pricing list for this Contract. Failure to do so will constitute an act of default by Successful Respondent. 5.4 Shipping and Handling Prices to Customers shall include all shipping and handling fees. Shipments will be Free On Board Customer's Destination. No additional fees may be charged to Customers for standard shipping and handling. If a Customer requests expedited or special delivery, Customer will be responsible for any additional charges for expedited or special delivery. 5.5 Travel Expenses Pricing for services provided under this Contract are exclusive of any travel expenses that may be incurred in the performance of such services. Travel expense reimbursement may include DIR-CPO-TMP-561 Page 3 of S Cooperative Purchase Page 9 of 16 DIR Contract No. DIR-CPO-5126 CDW Government LLC- 364230110 personal vehicle mileage or commercial coach transportation, hotel accommodations, parking and meals; provided, however, the amount of reimbursement by Customers shall not exceed the amounts authorized for state employees as adopted by each Customer; and provided, further, that all reimbursement rates shall not exceed the maximum rates established for state employees under the current State Travel Management Program. Travel time may not be included as part of the amounts payable by Customer for any services provided under this Contract. The DIR Administrative Fee is not applicable to travel expense reimbursement. Anticipated travel expenses must be pre -approved in writing by Customer. Customer reserves the right not to pay travel expenses which are not pre -approved in writing by the Customer. 6 DIR Administrative Fee a) Successful Respondent shall pay an administrative fee to DIR based on the dollar value of all sales to Customers pursuant to this Contract (the "DIR Administrative Fee"). The amount of the DIR Administrative Fee shall be fifty hundredths of a percent (0.5%) of all sales, net of returns and credits. For example, the administrative fee for sales totaling S100,000 shall be S500. b) All prices quoted to Customers shall include the DIR Administrative Fee. DIR reserves the right to increase or decrease the DIR Administrative Fee during the term of this Contract, upon written notice to Successful Respondent without amending this Contract. Any increase or decrease in the DIR Administrative Fee shall be incorporated in the price to Customers. 7 Internet Access to Contract and Pricing Information In addition to the requirements listed in Appendix A, Section 7.2, Internet Access to Contract and Pricing Information, Successful Respondent shall include the following with its webpage: a) A current price list or mechanism to obtain specific contract pricing; b) MSRP/list price or DIR Customer price; c) Discount percentage (%) off MSRP or List Price; d) Warranty policies; and e) Return policies. 8 Use of Order Fulfdlers 8.1 Authorization to Use Order Fulidlers Subject to the conditions in this Section 8, DIR agrees to permit Successful Respondent to utilize designated order fulfillers to provide products, services, and support resources to Customers under this Contract ("Order Fulfillers"). DIR-CPO-iMP-561 Page 4 of 8 Cooperative Purchase Page 10 of 16 DIR Contract No. DIR-CPO-5126 CDw Government Lt.('- 364230110 8.2 Designation of Order Fulfillers a) Successful Respondent may designate Order Fulfillers to act as the distributors for products and services available under this Contract. In designating Order Fulfillers, Successful Respondent must be in compliance with the State's Policy on Utilization of Historically Underutilized Businesses. DIR and Successful Respondent will agree on the number of Order Fulfillers that are Historically Underutilized Businesses as defined by the CPA. b) In addition to the required Subcontracting Plan, Successful Respondent shall provide DIR with the following Order Fulfiller information: Order Fulfiller name, Order Fulfiller business address, Order Fulfiller CPA Identification Number, Order Fulfiller contact person email address and phone number. c) DIR reserves the right to require Successful Respondent to rescind any Order Fulfiller participation or request that Successful Respondent name additional Order Fulfillers should DIR determine it is in the best interest of the State. d) Successful Respondent shall be fully liable for its Order Fulfillers' performance under and compliance with the terns and conditions of this Contract. Successful Respondent shall enter into contracts with Order Fulfillers and use terms and conditions that are consistent with the terms and conditions of this Contract. e) Successful Respondent may qualify Order Fulfillers and their participation under the Contract provided that: i) any criteria is uniformly applied to all potential Order Fulfillers based upon Successful Respondent's established, neutrally applied criteria, ii) the criteria is not based on a particular procurement, and iii) all Customers are supported under the criteria. t) Successful Respondent shall not prohibit any Order Fulfiller from participating in other procurement opportunities offered through DIR. 8.3 Changes in Order Fulfiller Successful Respondent may add or remove Order Fulfillers throughout the tern of this Contract upon written authorization by DIR. Prior to adding or removing Order Fulfillers, Successful Respondent must make a good faith effort to revise its Subcontracting Plan in accordance with the State's Policy on Utilization of Historically Underutilized Businesses. Successful Respondent shall provide DIR with its updated Subcontracting Plan and the Order Fulfillers information listed above. 8.4 Order Fulfiller Pricing to Customer Order Fulfiller pricing to the Customer shall be in accordance with Section 5. 9 Notification All notices under this Contract shall be sent to a party at the respective address indicated below. DIR-CPO-TMP-561 Page 5 of S Cooperative Purchase Page 11 of 16 DIR Contnct No. DIR-CPO-5126 CDW Govern -eat LLC- 364230110 If sent to the State: Hershel Becker or Successor in Office Chief Procurement Officer Department of Information Resources 300 W. 151" St., Suite 1300 Austin, Texas 78701 Phone: (512) 4754700 Email: hershel.becker�i)dir.texas.eov If sent to Successful Respondent: Ty Robles CDW Government LLC 230 N. Milwaukee Avenue Vernon Hills, Illinois 60061 Phone: (203) 218-3859 Email: taisrob@cdw.com 10 Service Agreements 10.1 Service Agreement Services provided under this Contract shall be in accordance with the Service Agreement as set forth in Appendix D of this Contract. No changes to the Service Agreement terms and conditions may be made unless previously agreed to by Successful Respondent and DIR. Successful Respondent and Customer may agree to terms and conditions that do not diminish or lessen the rights or protections of the Customer or the responsibilities or liabilities of Successful Respondent. 11 Conflicting or Additional Terms a) The terms and conditions of this Contract shall supersede any additional conflicting or additional terms in any additional service agreements, statement of work, and any other provisions, terms, conditions, and license agreements, including those which may be affixed to or accompany software upon delivery (sometimes called shrink-wrap or click - wrap agreements), and any linked or supplemental documents, which may be proposed, issued, or accepted by Successful Respondent and Customer in addition to this Contract (such additional agreements, "Additional Agreements"), regardless of when such Additional Agreements are proposed, issued, or accepted by Customer. Notwithstanding the foregoing, it is Customer's responsibility to review any Additional Agreements to determine if Customer accepts such Additional Agreement. If Customer does not accept DIR-CPO-TkIP-561 Page 6 of S Cooperative Purchase Page 12 of 16 DIR Contract No. DIR-CPO-5126 CDW Government LLC- 364230110 such Additional Agreement, Customer shall be responsible for negotiating any changes thereto. b) Any update or amendment to an Additional Agreement shall only apply to Purchase Orders for the associated product or service offering after the effective date of such update or amendment; provided that, if Successful Respondent has responded to a Customer's solicitation or request for pricing, any subsequent update or amendment to an Additional Agreement may only apply to a resulting Purchase Order if Successful Respondent directly informs such Customer of such update or amendment before the Purchase Order is executed. c) Successful Respondent shall not require any Additional Agreement that: i) diminishes the rights, benefits, or protections of Customer, or that alters the definitions, measurements, or method for determining any authorized rights, benefits, or protections of Customer; or ii) imposes additional costs, burdens, or obligations upon Customer, or that alters the definitions, measurements, or method for determining any authorized costs, burdens, or obligations upon Customer. d) If Successful Respondent attempts to do any of the foregoing, the prohibited documents will be void and inapplicable to this Contract or the Purchase Order between Successful Respondent and Customer, and Successful Respondent will nonetheless be obligated to perform such Purchase Order without regard to the prohibited documents, unless Customer elects instead to terminate such Purchase Order, which in such case may be identified as a termination for cause against Successful Respondent. 12 Authorized Exceptions to Appendix A, Standard Terms and Conditions 1. Section 10.1.2 Infringement, is hereby replaced in its entirety with the following: If Successful Respondent becomes aware of an actual or potential claim of an infringement, or Customer provides Successful Respondent with notice of an actual or potential claim of an Infringement, Successful Respondent may (or in the case of an injunction against Customer, shall) at successful Respondent's sole expense: (i) procure for Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer's use is non -infringing. Successful Respondent shall have no liability under this section if the alleged infringement is caused in whole or in part by (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without Successful Respondent's written approval, or (iii) any use of the product or service by Customer that is not in conformity with the terms of any applicable license agreement. (Remainder of this page intentionally left blank.) DIR-CPO-T41P-561 Pagc 7 of 8 Cooperative Purchase Page 13 of 16 DIR Contract No. DIR-CPO-5126 CDW Government LLC- 364230110 This Contract is executed to be effective as of the date of last signature. CDW Government LLC Authorized Bv : Signature on File Name: Dario Bertocchi Title: Director. Program Sales Date: 12/28/2022 1 11:33 AM PST The State of Texas, acting b% and through the Department of Information Resources Authorized Bv: Signature on File Name: Hershel Becker Title: Chief Procurement Officer Date: I/11/2023 1 9:41 AM CST Office of General Counsel: M.R. Date: 1/11,2023 1 9:19 AM CST DIR-CPO-IMP-561 Page % of R Cooperative Purchase Page 14 of 16 Exhibit C CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICEUSEONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.0.06(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. J Name of vendor who has a business relationship with local governmental entity. CDW Government LLC J ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) J Name of local government officer about whom the information is being disclosed. Name of Officer J Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIO as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? Yes [—X--] No B Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? 71 Yes FRI No J Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. J Check this box if the vendor has given the local government officer or afamily member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1) J HIV/ Anup Sreedharan (Jan 16, 202517:09 CST) Jan 16, 2025 Signature of vendor doing business with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11130/2015 Cooperative Purchase Page 15 of 16