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HomeMy WebLinkAboutContract 63117CSC No. 63117 FORT WORTH. CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between the City of Fort Worth ("City"), a municipal corporation and CDW Government, LLC ("Vendor,") an Illinois limited liability company. City and Vendor are each individually referred to herein as a "party" and collectively referred to as the "parties." 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 — Sourcewell 121923-CDW Product & Services Rate Card; 3. Exhibit B — CDW-G Quote Confirmation No. PGKX868 4. Exhibit C — Sourcewell 121923-CDW Cooperative Agreement; and 5. Exhibit D — Conflict of Interest Questionnaire. Exhibits A, B, C, and D 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 the date signed by the Deputy City Manager below ("Effective Date") and expire February 27, 2028, in accordance with the underlying Cooperative Agreement. The initial term of this Agreement shall be divided into annual segments, with the first segment beginning on the Effective Date, the second segment beginning on February 28, 2026, and the third segment beginning on February 28, 2027.City's annual payment to Vendor for the initial term shall be according to these segments. City shall be able to renew this agreement for three (3) additional one-year renewal options by written agreement of the parties. If the underlying Cooperative Agreement is extended the City may incorporate each extension as an additional renewal option. If the underlying Cooperative Agreement is not renewed or extended by Sourcewell, but Sourcewell executes a new cooperative agreement with the Vendor with substantially similar terms, the City may replace Sourcewell 121923-CDW with the new cooperative agreement. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, OFFICIAL RECORD Cooperative Purchase CITY SECRETARY Page 1 of 4 FT. WORTH, TX employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth ATTN: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address To CDW GOVERNMENT, LLC: CDW Government, LLC ATTN: Legal Department 200 N. Milwaukee Avenue Vernon Hills, IL Facsimile: N/A 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 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 promptly notify City in writing and shall fully cooperate with City 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. 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. 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. Vendor shall comply with the Minnesota Government Data Practices Act regarding any Data Breach with respect to Personal Data. 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 Cooperative Purchase Page 2 of 4 the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signatureprovides 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 Bovcotting 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 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. [Signature Page Follows] Cooperative Purchase Page 3 of 4 The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. City: By: Dianna Apr17, 002512:13 CDT) Name: Diana Giordano Title: Assistant City Manager Date: CDW GOVERNMENT, LLC By: Strategic Pr m Signer (Apr 7, 202516:11 CDT) Name: Strategic Proaram SianPr Title: Date: Sr. Manager 04/07/2025 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Name: Kevin Gunn Title: Director, IT Solutions Approved as to Form and Legality: By: M. Kevin Anders, II (Apr 16, 202513:48 CDT) Name: M. Kevin Anders, II Title: Assistant City Attorney Contract Authorization: M&C: N/A Approval Date: N/A Form 1295: N/A 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: qt6".'-� Name: Jeff Park Title: Sr. IT Solutions Manager City Secretary: By: Name: Jannette Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Cooperative Purchase Page 4 of 4 Exhibit A Accessories 9.00% Power, Cooling & Racks 5.00% Desktop Computers 3.75% Data Storage/Drives 7.00% Enterprise Storage 7.75% Point of Sale/Data Capture 5.00% Servers & Server Management 5.25% Services (CDW Delivered) 0.00% Notebook/Mobile Devices 5.00% Chromebooks 3.00% NetComm Products 9.00% Carts and Furniture 7.00% Printing & Document Scanning 3.75% Services (Partner Delivered) 7.25% Client Configure -to -Order 3.75% Software 5.75% Collaboration Hardware 10.00% Video & Audio 7.00% Interactive Flat Panel Display 9.00% Cables 15.00% Books/DVD Movies 0.00% All Other Categories 0.00% CDWG Advertised Price For all RFP Categories, CDWG is pleased to offer a discount % off catalog, with minimum percentage discounts off CDW•G's Nationally Advertised Price ("CDW Advertised Price"). Cloud Offerings As cloud offerings are constantly evolving, and becoming increasingly bespoke and complex, with numerous subscription and consumption -based offerings (SaaS, IaaS and PaaS), pricing for Members will be discount 0% off MSRP, when MSRP is available to CDWG; otherwise, pricing will be based on CDWG invoiced price. This structure provides the necessary flexibility to enable Sourcewell Members to make purchases as cloud offerings evolve, through the life of our contract. Consumption based offerings include, but shall not be limited to, Amazon Web Services, Google Cloud Products, & Microsoft Azure. CDWG is not the provider of the Cloud Services and in purchasing the Cloud Services, Sourcewell and its members rely only on the Cloud Service Provider's service descriptions and the Cloud Provider's Services terms and conditions. Accordingly, Sourcewell shall consider the Cloud Service Provider to be the party responsible for providing the Cloud Services and Sourcewell and/or its members, may be required to execute additional agreements, prior to provisioning/purchase of certain cloud offerings. ServiceNow Solutions Role ServiceNow Engagement Manager Not to exceed Bill Rate (USD) $223.65 ServiceNow Program Manager $232.05 ServiceNow Advisory Services $245.70 ServieeNow Principal Consultant $289.80 ServiceNow Organizational Change Management Cons $289.80 ServiceNow Integration Expert $236.25 ServiceNow Quality Assurance Expert $196.35 ServiceNow Solution Architect $236.25 ServiceNow Technical Consultant $210.00 ServiceNow Trainer $236.25 *These rates are subject to 5% annual escalation, on the anniversary date of contract effective date. Google for Education (GFE) Audit - K12 A Google for Education Audit provides an in-depth review of your G Suite domain by industry experts 3.00% Google for Education (GFE) Audit - Higher Ed A Google for Education Audit provides an in-depth review of your G Suite domain by industry experts 3.00% Google for Education (GFE) KickStart Package A Google for Education KickStart Package provides the tailored configuration for your school of every 3.00% Google for Education (GFE) Support - Support Hours Amplified IT offers enterprise level support for Google for Education. We expand on Google's basic break 3.00% Google for Education (GFE) Support - 20 Support Hours Amplified IT offers enterprise level support for Google for Education. We expand on Google's basic break 3.00% Google for Education (GFE) Support - 40 Support Hours Amplified IT offers enterprise level support for Google for Education. We expand on Google's basic break 3.00% Google for Education (GFE) Support - Adhoc Support Hours Amplified IT offers enterprise level support for Google for Education. We expand on Google's basic break 3.00% The Google for Education Technical Collaborative is a membership -only community of education North American Google Technical Collaborative 3.00% technology specialists from across North America who share insights and practices. Google for Education Training/Consultancy Full Day Onsite (including Expenses) Google for Education (GFE) Training/Consultancy - Full Day Onsite Our custom onsite Consultancy services are designed to ease G Suite management, provide lessons 3.00% learned and ensure best practices are in place through knowledge transfer and enablement. A Google for Education Chrome Check-up digs deep into your current Chrome User, Device and Management configuration . Our industry experts will analyze all Chrome related Admin Console settings and your Chrome device data to ensure you are optimized for success and ready for the future! For full description - https://www.amplifiedit.com/chromecheckup/ Google for Education (GFE) Chrome Checkup 3.00% Google for Education (GFE) Chrome Check-up to include: In-depth review of your G Suite Chrome settings and devices. Results of Check-up and Analysis. Hour and a half Review Meeting with Amplified IT consultants The Amplified Admin Level 1 Certification training will guide your IT staff through educational best Amplified IT Admin Level 1 Certification Training Self Paced 3.00% practices and G Suite Admin console skills and techniques. This fundamentals course covers Admin Console basics and key settings configurations for the educational use of G Suite. (This is per Seat Pricing) The Amplified Admin Level 2 Certification training is our advanced -level G Suite Admin course and requires an Amplified Admin Level 1 certification to validate fundamental knowledge of the G Suite Amplified IT Admin Level 2 Certification Training -Self-Paced 3.00% environment. This course will build on the basics learned in Level 1 to address more complex settings, topics, and advanced best practices as it applies to education. (This is per Seat Pricing) The Amplified Admin Security Specialist Certification for those G Suite Admins who are looking for advanced -level, security -specific training. This certification training builds on the foundational and Amplified IT Admin Security Specialist Certification Training - Self -Paced advanced Amplified Admin Level 1 and 2 courses, providing a comprehensive understanding of 3.00% cybersecurity risk factors facing EDU leaders and how to appropriately mitigate through setting configurations. (This is per Seat Pricing) This bundle contains access to the Amplified Admin Level 1 Certification - Live Instructed, Amplified Admin Level 2 Certification - Live Instructed, and Amplified Admin Security Specialist - Self -Paced courses Amplified IT Admin Security Bundle 3.00% in addition to videos, transcripts, and slides. Access to an EDU Workspace Admin console is required for this course. (This is per Seat Pricing) Gopher products enable schools to better manage their Google users, groups, chrome devices, and Gopher products (product) 3.00% polices at scale. This discount applies to a la carte and bundle packages of Gopher applications. Little SIS gives schools ability to manage Google Classroom at scale. Features include delegated Little SIS (product) administration, student and class performance analysis, usage reporting, student work review as well as 3.00% administrative tasks like adding, deleting and archiving of classes. MSRP can be found at https://www.amplifiedit.com/MSRP Analyst $140.00 Sr Analyst $165.00 Consultant $215.00 Sr Consultant $255.00 Managing Consultant $275.00 Principal Consulant $295.00 Chief Architect $295.00 Consulting Project Manager $215.00 Consulting Engagement Manager $230.00 Consulting Project Coordinator $165.00 Consulting Program Manager $245.00 Enterprise Architect $295.00 Executive Technology Strategist $295.00 *These rates are subject to 5% annual escalation, on the anniversary date of contract effective date. F-CTO $341.25 Practice Director $341.25 Digital Strategy Consultant $309.75 Principal Consultant - Cloud $309.75 Hybrid Cloud Architect $262.50 Hybrid Cloud Engineer $236.25 Principal Consultant - DataOps $309.75 DataOps Architect $262.50 DataOps Engineer $236.25 Principal Consultant - SW $309.75 SW Architect $262.50 SW Engineer $225.75 Principal Consultant - SDI $309.75 Solutions Architect $262.50 Solutions Engineer $236.25 Digital Product Strategist $262.50 Enterprise Program Manager $236.25 Sr Technical Project Manager $231.00 Technical Project Manager $215.25 Sr. Agile Project Manager $236.25 Agile Project Manager $225.75 *These rates are subject to 5% annual escalation, on the anniversary date of contract effective date. Managed Services .. Level SupportDevices Applications Microsoft System Center Configuration Manager (SCCM) - Gold $543.38 Microsoft Active Directory - Small Environment 2-10 DCs - Gold $572.36 DHCP Support add to MS AD above $163.74 Microsoft Active Directory - Medium Environment 11-20 DCs - Gold $869.40 Microsoft Active Directory - Large Environment 21+ DCs - Gold $1,666.35 Microsoft Active Directory Federation Services (ADFS) - Gold $782.46 Backup Managed Services Not to exceed Bill Rate (USID) IBM Tivoli Storage Manager Gold $2,173.50 Commvault RMS Backup Environment SM: 1-250 VMs - Gold $1,195.43 Cohesity RMS SM: 1-250 VMs - Gold $1,195.43 Commvault RMS Backup Environment Med: 251-600 VMs - Gold $1,738.80 Commvault RMS Backup Environment Lrg: 601-1000 VMs - Gold $2,173.50 Commvault RMS Backup Environment XL: 1000+ VMs - Gold $2,753.10 Veeam RMS SM: 1-250 VMs - Gold $1,195.43 Veeam RMS Med: 251-600 VMs - Gold $1,738.80 Veeam RMS Lrg: 601-1000 VMs - Gold $2,173.50 Veeam RMS XL: 1000+ VMs - Gold $2,753.10 EMC Avamar RMS SM: 1-250 VMs - Gold $1,195.43 EMC Avamar RMS Med: 251-600 VMs - Gold $1,738.80 EMC Avamar RMS Lrg: 601-1000 VMs - Gold $2,173.50 EMC Avamar RMS XL: 1000 VMs - Gold $2,753.10 EMC Data Domain - Gold $2,173.50 Microsoft System Center DPM - SM <100 - Gold $1,738.80 Microsoft System Center DPM - Med 100 - 500 - Gold $2,173.50 Microsoft System Center DPM - Lrg >500 Gold $2,753.10 Microsoft System Center DPM - XL - Gold $3,477.60 Cisco HyperFlex Edge Node Mangement - Gold $275.31 Cisco HyperFlex Node Mangement - Gold $275.31 Nutanix Node Management - Gold $275.31 vSAN Node Management - Gold $260.82 Network Silver Peak SD -WAN - Gold Not• exceed Bill Rate (USD) $69.05 Aruba Wireless Controller/Conductor - Gold $65.21 Aruba Wireless Access Points - Gold $2.90 Cisco Mobility Services Engine -Gold $50.72 Cisco Prime Infrastructure Manager - Gold $50.72 Cisco Switch: Access/Stacked Switch (No Module Capability) - Gold $28.98 Cisco Switch: Access w/ Module Capability (including Supervisor) - Gold $28.98 Cisco Switch: Core (no Module Capability) - Gold $66.65 Cisco Switch: Core w/ Module Capability (including Supervisor) - Gold $66.65 Cisco Switch: Module - Gold $14.49 Cisco Router - Gold $50.72 Cisco iWAN - Gold $50.72 Cisco WAAS/WAVE - Gold $37.67 Cisco Wireless Controller - Gold $65.21 Cisco Wireless Access Points - Gold $2.90 Cisco SD -WAN - Gold $81.14 Cradlepoint Flex - Gold $28.98 Cradlepoint Enterprise - Gold $44.92 F5: BIG-IP - Gold $75.35 F5: Local Traffic Manager (LTM) - Gold $218.80 F5: Advance Firewall Manager (AFM) - Gold $182.57 F5: BIG-IP DNS - Gold $181.13 Riverbed Steelhead - Gold $18.84 Cisco Application Centric Infrastructure (ACI) - per switch - Gold $73.90 Meraki MR Wireless Access Points - Gold $2.90 Meraki MV Wireless Camera - Gold $3.62 Meraki MG Cellular Gateway - Gold $14.49 Meraki MS Switch - Gold $14.49 Meraki MX Security Appliance - Gold $23.18 Windows O/S - Gold $81.51 Linux O/S (Red Hat/ SUSE) - Gold $163.74 AIX O/S - Gold $310.09 IBM System I - Gold $1,304.10 Cisco ASA - Gold $588.29 Cisco Firepower Services (Per Sensor) - Gold(Includes Firepower Management Center (FMC) support) $328.92 Cisco Firepower Threat Defense - Gold(Includes Firepower Management Center (FMC) support) $644.81 Palo Alto Firewall wo Panorama - Gold $549.17 Palo Alto Firewall w Panorama - Gold $549.17 Palo Alto Panorama - Gold $266.62 Cisco Identity Services Engine (ISE) - Gold $539.56 Fortinet Firewall wo FortiManager— Gold $549.17 Fortinet Firewall w FortiManager—Gold $549.17 Fortinet FortiManager—Gold $266.62 Fortinet FortiAnalyzer— Gold $81.14 Cisco Umbrella - Gold (Per User) $0.88 VMware ESXi - Gold $210.11 Nutanix AHV - Gold $210.11 Microsoft Hyper-V - Gold 210.11 Controller: IBM Storage Virtualization (priced per controller) - Gold $1,086.75 Storage: Disk per 1 TB Raw [For first 100 TB] - Gold $17.39 Storage: Disk per 1 TB Raw [For TBs over 100 TB] - Gold $2.32 SAN Switch - Gold $239.09 Controller: NetApp (Priced per controller) - Gold $1,086.75 Controller: EMC (Priced per controller) - Gold $1,086.75 Controller: IBM (Priced per controller) - Gold $1,086.75 Call Control: Cisco Analog Voice Gateway- Gold $19.56 Call Control: Cisco CUCM/IM&P Server - Gold(Includes IM&P / Presence nodes.) $543.38 Call Control: Cisco Unity Connection (UCONN) - Gold $398.48 Call Control: Cisco Voice Gateway - Gold $72.45 Call Control: Cisco Business Edition 6000 Lifeline - Gold $811.01 Call Control: Cisco Attendant Console (CUxAC) - Gold $543.38 Call Control: VistaPoint Attendant Console - Gold $543.38 Call Control: Cisco Call Manager Express - Gold $181.13 Call Control: Cisco Unified Border Element (CUBE) - Gold $181.13 Call Control: Cisco Prime License Manager (ELM/PLM) - Gold $144.90 Call Control: Cisco Prime Collaboration Deployment - Gold $144.90 911: Cisco Emergency Responder (CER) - Gold $398.48 Voice Mail: Cisco Unity Express - Gold $181.13 Notification: InformaCast from Singlewire - Gold $398.48 Call Experience Testing - 2CPH - Gold $495.71 Included Up to 10 MACD Incidents - Monthly (If you choose to have CDW perform your MACD activity, the first 10 MACDs are included in the monthly cost. Customer must $0.00 submit MACDs on CDW's standard MACD form. MACDs bevond 10 per month are available in the blocks of 10 for 350 per block. Contact Center: Exony Virtual Integration Manager (VIM) - Gold Contact Center: Unified Contact Center Enterprise Server (UCCE) - Gold (Includes: CVP Call Server, CVP Reporting Server, CVP VXML Server, Call Server, Data Server. Administration Server (AW-HDS-DDS), Historical Data Server (HDS), Client Administrative Workstation (Client AW), Central Controller, Dialer, Logger, CUIC, Rogger and Peripheral Gateway (PG). ) Contact Center: Cisco / Calabrio Quality Management (QM) - Gold Contact Center: Cisco / Calabrio Workforce Management (WFM) - Gold Contact Center: Virtualized Voice Browser (VVB) - Gold Contact Center: UCC Express (UCCX) / Finesse - Gold(Contact Center Express, Cisco Finesse or IPIVR/VRU) Contact Center: Cisco Unified Intelligence Center - Gold Contact Center: SocialMiner - Gold Contact Center: 211ing Dashboards and Wallboards - Gold Contact Center: Email Interaction Manager (EIM/WIM/CIM) - Gold Contact Center: Enterprise Chat and Email (ECE) - Gold Contact Center: eGain Analytics - Gold Contact Center: ESNA Cloudlink - Gold CVP: CVP Operations Console - Gold CVP: SIP Proxy (CUSP) - Gold CVP: Ingress Gateway - Gold CVP: VXML Gateway - Gold Bucher and Suter (Connector for Salesforce.com) - Gold Cisco WebEx Meetings Server (CWMS) - Gold Cisco WebEx Cloud Connected Audio - Gold Cisco Meeting Place Express - Gold $456.44 $456.44 $405.72 $108.68 $456.44 $454.17 $456.44 $456.44 $456.44 $456.44 $405.72 $144.90 $405.72 $202.76 $108.68 $108.68 $144.90 $446.05 $398.48 UC Video: Cisco Meeting Server (CMS) - Gold $217.35 UC Video: Cisco Meeting Manager (CMM) - Gold $217.35 UC Video: Cisco Telepresense Content Server - Gold $398.48 UC Video: Expressway-C / Expressway-E - Gold $217.35 UC Video: Telepresense Management Suite (TMS) - Gold $543.38 Cisco Webex Hybrid Directory Connector - Gold $217.35 UC Video: PEXIP Infinity / Infinity Connect Management Node - Gold $217.35 UC Video: PEXIP Infinity / Infinity Connect Conferencing Node - Gold $217.35 UC Video: MSE Chassis - Gold $144.90 UC Video: MCU MSE Blade - Gold $108.68 UC Video: Gateway (GW) MSE Blade - Gold $108.68 UC Video: Endpoint Management - Gold $72.45 UC Video: Telepresense Server Blade - Gold $108.68 UC Video: Telepresense MCU - Gold $108.68 *Basic Service - $OK to $10K As Invoiced *Basic Service - $10K to $250K As Invoiced *Basic Service - $250K+ As Invoiced Essential Service - $OK to $35K As Invoiced Essential Service - $35K to $75K As Invoiced Essential Service - $75K+ As Invoiced Premium Service - $OK to $100K As Invoiced Premium Service - $100K to $250K As Invoiced Premium Service - $250K+ As Invoiced *Fees are based on a percentage of customer's actual consumption of AWS / Azure services. **If CDW is billing the customer for Basic consumption, no pricing uplift is applied. End User Help Desk Support Custom Quote Exchange and SharePoint Support Custom Quote Security Incident and Event Management (SIEM) Custom Quote Data Protection and Retention Services Custom Quote ServiceNow Ticket Integration and Management Custom Quote Managed Services Engineering and Consulting $210.00 Pricing Notes: Recurring Services - Monthly Minimum Fees Managed Customer Devices Gold Level Support = $1,000.00 per Month AWS / Azure Support Basic = $49.00 per Month Essential = $400.00 per Month Premium = $2,500.00 per Month Time and Materials Support - Additional Terms Unschedule after hours support is 2X hourly rate with a 2 hour minimum 'These rates are subject to 5% annual escalation, on the anniversary date of contract effective date. Associate Consulting Engineer $183.75 Consulting Engineer $225.75 Senior Consulting Engineer $236.25 Technical Lead / Principal Consulting Engineer $267.75 Enterprise Consulting Architect $267.75 Business Consulting Analyst $257.25 Project Administrator $173.25 Project Manager $220.50 Senior Project Manager $225.75 Enterprise Project Manager, PMO Lead $241.50 Program Manager $241.50 Technical Architect $367.50 *These rates are subject to 5% annual escalation, on the anniversary date of contract effective date. Consultant $249.38 Manager $274.31 Sr. Consultant $299.25 Sr. Manager $299.25 Director $374.06 Associate Consultant $179.55 Consultant $229.43 Sr. Consultant $249.38 Manager $259.35 Sr. Manager $274.31 Principal Consultant $279.30 Technical Lead $279.30 Director $324.19 Managing Director $399.00 Associate Consultant $164.59 Sr. Associate Consultant $184.54 Consultant $229.43 Sr. Consultant $249.38 Managing Consultant $259.35 Manager $259.35 Architect $269.33 Sr. Manager $274.31 Principal Consultant $279.30 Director $324.19 Managing Director $399.00 Associate Consultant $179.55 Consultant $229.43 Sr. Consultant $254.36 Enterprise Atchitect $279.30 Principal Consultant $279.30 Technical Lead $279.30 Associate Consultant $119.70 Sr. Associate Consultant $134.66 Consultant -Finance $144.64 Sr. Consultant -Finance $149.63 Consultant -IT $154.61 Sr. Consultant -IT $159.60 Manager $169.58 Sr. Manager $179.55 Director $184.54 Managing Director $199.50 *These rates are subject to 5% annual escalation, on the anniversary date of contract effective date. Exhibit B CDW@C APRIL JACQUEZ, Thank you for choosing CDW. We have received your quote. Hardware Software Services IT Solutions Brands Research Hub QUOTE CONFIRMATION Thank you for considering CDW•G for your technology needs. The details of your quote are below. If you are an eProcurement or single sign on customer, please loq into vour system to access the CDW site. You can search for your quote to retrieve and transfer back into your system for processing. For all other customers, click below to convert your quote to an order. QUOTE # I QUOTE DATE PGKX868 I 1/10/2025 QUOTE DETAILS ITEM Canva Enterorise Mfg. Part#: CANVA-ENTERPRISE Electronic distribution - NO MEDIA Contract: Sourcewell 121923 CDWG-Software (121923) QUOTE REFERENCE PGKRO57 CUSTOMER # 5218279 GRAND TOTAL $7,332.75 QTY CDW# UNIT PRICE EXT. PRICE 25 8026166 $293.31 $7,332.75 SUBTOTAL $7,332.75 SHIPPING $0.00 SALES TAX $0.00 GRAND TOTAL $7,332.75 PURCHASER BILLING INFO DELIVER TO Billing Address: Shipping Address: CITY OF FT WORTH- IT SOLUTIONS CITY OF FT. WORTH FINANCE DIVISIO APRIL JACQUEZ 275 W 13TH ST 200 TEXAS ST FORT WORTH, TX 76102-6399 LOWER LEVEL ROOM T-105 Phone: (817) 871-6640 FORT WORTH, TX 76102-6314 Payment Terms: Net 30 Days-Govt State/Local Shipping Method: ELECTRONIC DISTRIBUTION Please remit payments to: CDW Government 75 Remittance Drive Suite 1515 Chicago, IL 60675-1515 4 Sales Contact Info AhDave Edwards 1 (877) 274-3443 1 daveedw(a)cdwa.com LEASE OPTIONS FMV TOTAL $7,332.75 FMV LEASE OPTION $212.72/Month BO TOTAL $7,332.75 BO LEASE OPTION $242.57/Month Monthly payment based on 36 month lease. Other terms and options are available. Contact your Account Manager for details. Payment quoted is subject 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 business cycles. • 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 to return 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! We know 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 data from 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. Need Help? ■ My Account ■ Support ■ About Us I Privacy Policy I Terms and Conditions This order is subject to CDW's Terms and Conditions of Sales and Service Projects at http: //www.cdwa.com/content/terms-conditions/product-sales.aspxx For more information, contact a CDW account manager. © 2025 CDW•G LLC, 200 N. Milwaukee Avenue, Vernon Hills, IL 60061 1 800.808.4239 Call 800.800.4239 Page 2 of 2 DocuSign Envelope ID: 6E5E583C-AE8C-4945-A183-9F3A4F2397EC Exhibit C 121923-CDW Sourcewell -74 Solicitation Number: RFP #121923 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and CDW Government LLC, 230 N. Milwaukee Avenue, Vernon Hills, IL 60061 (Supplier). Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. Sourcewell issued a public solicitation for Technology Products and Services with Related Solutions from which Supplier was awarded a contract in Category 1. Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell's cooperative purchasing contracts (Participating Entities). 1. TERM OF CONTRACT A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below. EXPIRATION DATE AND EXTENSION. This Contract expires February 27, 2028, unless it is cancelled sooner pursuant to Article 22. This Contract allows up to three additional one-year extensions upon the request of Sourcewell and written agreement by Supplier. Sourcewell retains the right to consider additional extensions beyond seven years as required under exceptional circumstances. B. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract. Rev. 3/2022 DocuSign Envelope ID: 6E5E583C-AE8C-4945-A183-9F3A4F2397EC 121923-CDW 2. EQUIPMENT, PRODUCTS, OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. Supplier's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. All Equipment and Products provided under this Contract must be new and the current model. Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier's product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity's site. This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. B. WARRANTY. 1. Product Warranty. Supplier is not the manufacturer of the Products purchased by Participating Entities hereunder and the only warranties offered are those of the manufacturer, not Supplier or its Affiliates. In purchasing the Products, the Participating Entity relies on the manufacturer's specifications only and not on any statements or images that may be provided by Supplier or its Affiliates. SUPPLIER HEREBY EXPRESSLY DISCLAIMS 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. Supplier, and its dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. 2. Services Warranty. Supplier warrants that the Services will be performed in a good and workmanlike manner. Participating Entity's sole and exclusive remedy with respect to this warranty will be at the sole option of Supplier 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 the Participating Entity related to the portion of the Services not in substantial compliance; provided in each case Participating Entity notifies Supplier in writing within thirty (30) business days after performance of the applicable Services. This warranty is voided if the Services are altered by anyone other than Supplier or any of its affiliates or its or their personnel. Participating Entity shall be solely responsible for reconstructing data (including but not limited to data located on disk files and memories) and software that may be lost or damaged or corrupted during the performance of Services. 3. Third -Party Services. Certain services, such as extended warranty service by manufacturers, are sold by Supplier 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 Participating Entity and the Participating Entity will look solely to the third party for any loss, Rev. 3/2022 DocuSign Envelope ID: 6E5E583C-AE8C-4945-A183-9F3A4F2397EC 121923-CDW 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 Supplier will be collected solely in the capacity as an independent sales agent. 4. Cloud Services. It is acknowledged that Participating Entities are receiving the Cloud Services directly from the Cloud Service Provider pursuant to the Clod Service Provider's standard terms and conditions, or such other terms as agreed upon by Participating Entities and the Cloud Service Provider ("Cloud Services Terms and Conditions"). Accordingly, it shall consider the Cloud Service Provider to be the contracting party and the Cloud Service Provider shall be the party responsible for providing the Cloud Services to Participating Entities and shall look solely to the Cloud Service Provider for any loss, claims, or damages arising from or related to the provision of such Cloud Services. C. DEALERS, AND DISTRIBUTORS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier's authorized dealers, or distributors relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier's responsibility to ensure Sourcewell receives the most current information. 3. PRICING All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier's Proposal. When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity's total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity's requested delivery location. Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase. A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities in accordance with Supplier's Return Policy, which is available at: https:Hwebobjects2.cdw.com/is/content/CDW/cdw/on-domain-ca/help-centre/cdw-global- returns-policy.pdf. Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Rev. 3/2022 DocuSign Envelope ID: 6E5E583C-AE8C-4945-A183-9F3A4F2397EC 121923-CDW Products with conforming Equipment and Products that are acceptable to the Participating Entity. Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition. Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products. B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid tax - exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity. C. HOT LIST PRICING. At anytime during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line -item format. Equipment, Products, or Services may be added or removed from the Hot List at anytime through a Sourcewell Price and Product Change Form as defined in Article 4 below. Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities. 4. PRODUCT AND PRICING CHANGE REQUESTS Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator. At a minimum, the request must: • Identify the applicable Sourcewell contract number; • Clearly specify the requested change; • Provide sufficient detail to justify the requested change; • Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and • Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged. Rev. 3/2022 DocuSign Envelope ID: 6E5E583C-AE8C-4945-A183-9F3A4F2397EC 121923-CDW A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Contract and will be incorporated by reference. S. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell's cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities. The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity's authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity's use of this Contract is at the Participating Entity's sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source. Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract. B. PUBLIC FACILITIES. Supplier's employees maybe required to perform work at government - owned facilities, including schools. Supplier's employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws. 6. PARTICIPATING ENTITY USE AND PURCHASING A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract. Rev. 3/2022 DocuSign Envelope ID: 6E5E583C-AE8C-4945-A183-9F3A4F2397EC 121923-CDW Supplier's acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity. B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry -specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum, the terms of which will be negotiated directly between the Participating Entity and the Supplier or its authorized dealers, distributors, or resellers, as applicable. Any negotiated additional commercial terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract. C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as e- commerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement. D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events: 1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or 2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity's requirements. E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity's order will be determined by the Participating Entity making the purchase. 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for: • Maintenance and management of this Contract; Rev. 3/2022 DocuSign Envelope ID: 6E5E583C-AE8C-4945-A183-9F3A4F2397EC 121923-CDW • Timely response to all Sourcewell and Participating Entity inquiries; and • Business reviews to Sourcewell and Participating Entities, if applicable. B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, performance issues, supply issues, customer issues, and any other necessary information. 8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made). The Report must contain the following fields: • Participating Entity Name (e.g., City of Staples Highway Department); • Participating Entity Physical Street Address; • Participating Entity City; • Participating Entity State/Province; • Participating Entity Zip/Postal Code; • Participating Entity Contact Name; • Participating Entity Contact Email Address; • Participating Entity Contact Telephone Number; • Sourcewell Assigned Entity/Participating Entity Number; • Item Purchased Description; • Item Purchased Price; • Sourcewell Administrative Fee Applied; and • Date Purchase was invoiced/sale was recognized as revenue by Supplier. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities as indicated in Question #70 of its Proposal. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee. The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in Question #70 of the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Rev. 3/2022 DocuSign Envelope ID: 6E5E583C-AE8C-4945-A183-9F3A4F2397EC 121923-CDW Payments should note the Supplier's name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above "Attn: Accounts Receivable" or remitted electronically to Sourcewell's banking institution per Sourcewell's Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter. Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract's expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date. 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Supplier's Authorized Representative is the person named in the Supplier's Proposal. If Supplier's Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing. 10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Contract are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. Sourcewell may not conduct such an audit more than one time per twelve month period during the term, and will provide thirty day advance written notice of the audit to Supplier. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract. B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid. C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties. D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the Rev. 3/2022 DocuSign Envelope ID: 6E5E583C-AE8C-4945-A183-9F3A4F2397EC 121923-CDW circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties. E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern. F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master -servant, or principal -agent. 11. INDEMNITY AND HOLD HARMLESS; LIMITATION OF LIABILITY Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any third -party claims or causes of action, including attorneys' fees incurred by Sourcewell or its Participating Entities, arising out of any act or omission in the performance of this Contract by the Supplier or its agents or employees which results in (i) injury or death to person(s) or tangible personal property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Service has been used according to its specifications. Sourcewell's responsibility will be governed by the State of Minnesota's Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law. Supplier shall pass through to the Participating Entity all end user indemnity protections provided by the Equipment and/or Product manufacturer. EXCEPT FOR INSTANCES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, UNDER NO CIRCUMSTANCES, AND NOTHWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SET FORTH HEREIN, WILL SUPPLIER, ITS AFFILIATES OR ITS SUPPLIERS, SUBCONTRACTORS OR AGENDT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS REVENUES OR SAVINGS AND LOSS, DAMAGE OR CORRUPTION OF DATA OR SOFTWARE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR IF SUCH DAMAGES ARE OTHERWISE FORESEEABLE. EXCEPT IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SUPPLIER'S AGGREGATE LIALITY HEREUNDER WILL NOT EXCEED THE TOTAL DOLLAR AMOUNT PAID BY SUPPLIER TO SOURCEWELL IN ADMINISTRATIVE FEES UNDER THIS CONTRACT DURING THE PRECEDING TWENTY-FOUR (24) MONTH PERIOD. Rev. 3/2022 DocuSign Envelope ID: 6E5E583C-AE8C-4945-A183-9F3A4F2397EC 121923-CDW 12. GOVERNMENT DATA PRACTICES Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, maintained, or disseminated by the Supplier under this Contract. 13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY 1. Grant of License. During the term of this Contract: a. Sourcewell grants to Supplier a royalty -free, worldwide, non-exclusive right and license to use the trademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell's relationship with Supplier. b. Supplier grants to Sourcewell a royalty -free, worldwide, non-exclusive right and license to use Supplier's trademarks in advertising and promotional materials for the purpose of marketing Supplier's relationship with Sourcewell. 2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, resellers, marketing representatives, and agents (collectively "Permitted Sublicensees") in advertising and promotional materials for the purpose of marketing the Parties' relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees. 3. Use; Quality Control. a. Neither party may alter the other party's trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos. b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party's trademarks only in good faith and in a dignified manner consistent with such party's use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated. 4. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party's name or logo (excepting Sourcewell's pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell's written directions. 5. License to Software. All rights in software resold pursuant to this Contract will remain with the applicable licensor. Participating Entity's rights to use such Rev. 3/2022 10 DocuSign Envelope ID: 6E5E583C-AE8C-4945-A183-9F3A4F2397EC 121923-CDW software are contained in the applicable license agreement between the Participating Entity and the licensor. 6. License to Work Product. Participating Entity's rights to Work Product (meaning 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) will be upon payment in full a non -transferable, non-exclusive, royalty -free license to use such Work Product solely for Participating Entity's internal use. Participating Entity obtains no ownership or other property rights thereto. Participating Entity agrees that Supplier may incorporate intellectual property created by third parties into the Work Product and that Participating Entity's right to use such Work Product may be subject to the rights of and limited by agreements with such third parties. B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract. D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services. 14. GOVERNING LAW, JURISDICTION, AND VENUE The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota. 15. FORCE MAJEURE Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party's reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default. Rev. 3/2022 11 DocuSign Envelope ID: 6E5E583C-AE8C-4945-A183-9F3A4F2397EC 121923-CDW 16. SEVERABILITY If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed. 17. PERFORMANCE, DEFAULT, AND REMEDIES A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows: 1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. 2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue. 3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default: 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non -defaulting party may: • Exercise any remedy provided by law or equity, or • Terminate the Contract or any portion thereof, including any orders issued against the Contract. 18. INSURANCE Rev. 3/2022 12 DocuSign Envelope ID: 6E5E583C-AE8C-4945-A183-9F3A4F2397EC 121923-CDW A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an "AM BEST" rating of A- or better, with coverage and limits of insurance not less than the following: 1. Workers' Compensation and Employer's Liability. Workers' Compensation: As required by any applicable law or regulation. Employer's Liability Insurance: must be provided in amounts not less than listed below: Minimum limits: $500,000 each accident for bodily injury by accident $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease 2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office ("ISO") Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products -completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract. Minimum Limits: $1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury $2,000,000 aggregate for products liability -completed operations $2,000,000 general aggregate 3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non -owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent. Minimum Limits: $1,000,000 each accident, combined single limit 4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer's Liability, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000 Rev. 3/2022 13 DocuSign Envelope ID: 6E5E583C-AE8C-4945-A183-9F3A4F2397EC 121923-CDW 5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Professional Liability. During the term of this Contract, Supplier will maintain coverage for all claims the Supplier may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Supplier's professional services required under this Contract. Minimum Limits: $2,000,000 per claim or event $2,000,000 —annual aggregate 6. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on, or included in, another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier's security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data — including but not limited to, confidential or private information, transmission of a computer virus, or denial of service. $2,000,000 per occurrence $2,000,000 annual aggregate Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract. C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to include Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier's commercial general liability insurance policy with respect to liability arising out of activities, "operations," or "work" performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsements) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. Rev. 3/2022 14 DocuSign Envelope ID: 6E5E583C-AE8C-4945-A183-9F3A4F2397EC 121923-CDW D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self -insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors. E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self -insured retention. 19. COMPLIANCE A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities. 20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing. Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 21. PROVISIONS FOR NON -UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the Rev. 3/2022 15 DocuSign Envelope ID: 6E5E583C-AE8C-4945-A183-9F3A4F2397EC 121923-CDW procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to "federal" should be interpreted to mean the United States federal government. The following list only applies when a Participating Entity accesses Supplier's Equipment, Products, or Services with United States federal funds. A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. § 60- 1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 C.F.R. §, 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 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." The equal opportunity clause is incorporated herein by reference. B. 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 C.F.R. § 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 supplemented by Department of Labor regulations (29 C.F.R. § 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. Supplier must be in compliance with all applicable Davis -Bacon Act provisions. C. 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 C.F.R. § 5). Rev. 3/2022 16 DocuSign Envelope ID: 6E5E583C-AE8C-4945-A183-9F3A4F2397EC 121923-CDW 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. This provision is hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above. D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACTOR AGREEMENT. If the federal award meets the definition of "funding agreement" under 37 C.F.R. § 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 C.F.R. § 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. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above. E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require 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). Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above. F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 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. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. Rev. 3/2022 17 DocuSign Envelope ID: 6E5E583C-AE8C-4945-A183-9F3A4F2397EC 121923-CDW G. BYRD ANTI -LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have 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. Suppliers must 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. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352). H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must 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. J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition. K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier's discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier's personnel for the purpose of interview and discussion relating to such documents. L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring Rev. 3/2022 18 DocuSign Envelope ID: 6E5E583C-AE8C-4945-A183-9F3A4F2397EC 121923-CDW solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier cannot use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre -approval. N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by a Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user. 0. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier's actions pertaining to this Contract or any purchase by a Participating Entity. P. FEDERAL DEBT. The Supplier certifies that it is non -delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments. Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested. R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S. Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism. S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216. T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322. 22. CANCELLATION Rev. 3/2022 19 DocuSign Envelope ID: 6E5E583C-AE8C-4945-A183-9F3A4F2397EC 121923-CDW Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days' written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier's Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation. Sourcewell CDW Government LLC DocuSigned by..:rr DocuSigned by: - -I E By: COFD2A139DO6489... By: 7E5503A3787848D... Jeremy Schwartz Dario Bertocchi Title: Chief Procurement Officer Title: Vice President Contract Operations 3/13/2024 1 9:46 PM CDT 3/13/2024 1 2:12 PM PDT Date: Date: Rev. 3/2022 20 Exhibit D CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity FORM CIQ This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY 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 176.001(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 176.006(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 21 ❑ 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. NONE TO DISCLOSE 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 F-1 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? F7Yes F1 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 a family 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 Digitally signed by Freda Hill Freda Hill Date: 2025.02.12 16:29:48-05'00' Signature of vendor doing business with the governmental entity Form provided by Texas Ethics Commission www.ethics.state.tx.us 2/12/2025 Date Revised 1/1/2021 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code & 176.001 (1 -a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code & 176.003(a)(2)(A) and (B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code & 176.006(a) and (a-1) (a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021