CDW Amendment 7 Signed

C-11437-11

AMENDMENT NO. 7
TO
(LINKING AGREEMENT BETWEEN THE CITY OF GLENDALE AND CDW
GOVERNMENT LLC, Contract No. C-11437)

This Amendment No. 7 (“Amendment”) to the Linking Agreement (“Agreement”) is made
this day of , 2023, (“Effective Date”), by and between the City of
Glendale, an Arizona municipal corporation (“City”) and CDW Government LLC, an
Illinois corporation authorized to do business in Arizona (“Contractor”).

RECITALS

A. City and CDW Government LLC (“Contractor”) previously entered into a Linking
Agreement with State Cooperative conttact Software Value Added Reseller (SVAR)
Services Participating Addendum No. ADSPO17-149774, Contract No. C-11437,
dated January 10, 2017 (“Agreement”); and

B. On August 8, 2018, the City issued Contract Extension No. 1 which extended the
term of the Agreement for a one-year period from September 30, 2018 through
September 29, 2019; and

Cc. On July 29, 2019, the City issued Contract Extension No. 2, which extended the
term of the Agreement for a one-year period until September 29, 2020; and

D. On October 22, 2019, the City and Contractor entered into Amendment No. 1, which
increased the not to exceed amount by $3,500,000 to a new not to exceed amount of
$7,750,000; and

E. On September 28, 2020, the City issued Contract Extension No. 3, which extended
the term of the Agreement for five (5) months through April 7, 2021; and

F, On February 26, 2021, the City and Contractor enterted into Amendment No. 2,
which extended the term of the Agreement from April 7, 2021 through January 7,
2022, based on the extension of the underlying Cooperative Purchase Agreement;
and

G. On January 10, 2022, the City and Contractor entered into Amendment No. 3,
extending the Agreement for a three-month period from January 10, 2022 through
April 7, 2022; and

H. On Match 21, 2022, the City and Contractor enterered into Amendment No. 4,
extending the term of the Agreement from April 8, 2022 through June 30, 2022; and

I. On August 9, 2022, the City and Contractor entered into Amendment No. 5, extending
the term of the Agreement from June 30, 2022 through September 30, 2022 and
increased the not to exceed amount by $800,000 to a new not to exceed amount of

$8,550,000; and

4/29/2021

On November 14, 2022, the City and Contractor entered into Amendment No. 6,
extending the term of the Agreement from October 1, 2022 through December 31,
2022; and

On December 22, 2022, the City issued Contract Extension No. 7, which extended
the term of the Agreement for three (3) months from January 1, 2023 through March
31, 2023 consistent with Amendment #12 to the state SVAR contract; and

City and Contractor wish to modify and amend the Agreement subject to and strictly
in accordance with the terms of this Amendment.

AGREEMENT

In consideration of the mutual promises set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the City and
Contractor hereby agree as follows:

1.

Recitals. The recitals set forth above are not merely recitals but form an integral
part of this Amendment.

Term. The term of the Agreement is extended for a three (3) month period from
April 1, 2023 through July 31, 2023, consistent with Amendment #13 to the State
SVAR contract.

Scope of Work. The Scope of Work remains unchanged.

Compensation. The total compensation available under this Agreement is increased
by six hundred thousand dollars ($600,000) and shall not exceed $9,150,000 for the
entire term of the agreement.

Insurance Certificate. Current certificate will expite on October 1, 2023. A new
cettificate applying to any additional extended term must be provided prior to
Materials Management and the Contract Administrator if additional renewals are
requested and approved.

Non-discrimination. Contractor must not discriminate against any employee or
applicant for employment on the basis of race, color, religion, sex, national origin,
age, marital status, sexual orientation, gender identity or expression, genetic
characteristics, familial status, U.S. military veteran status or any disability.
Contractor will require any Sub-contractor to be bound to the same requirements as
stated within this section. Contractor, and on behalf of any subcontractors, warrants
compliance with this section.

No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are
applicable, the parties hereby certify that they are not currently engaged in, and agree
for the duration of the Agreement to not engage in, a boycott of goods or services
from Israel, as that term is defined in A.R.S § 35-393.

4/29/2021

Attestation of PCI Compliance. When applicable, the Contractor will provide the
City annually with a Payment Card Industry Data Security Standard (PCI DSS)
attestation of compliance certificate signed by an officer of Contractor with oversight
responsibility.

Ratification of Agreement. City and Contractor hereby agree that except as
expressly provided herein, the provisions of the Agreement shall be, and remain in
full force and effect and that if any provision of this Amendment conflicts with the
Agreement, then the provisions of this Amendment shall prevail.

[Signatures on the following page.]

4/29/2021

ATTEST:

CITY OF GLENDALE, an Arizona
municipal corporation

Kevin R. Phelps, City Manager

Julie K. Bower, City Clerk

APPROVED AS TO FORM:

(SEAL)

Michael D. Bailey, City Attorney

CDW GOVERNMENT LLC
an Illinois corporation

By: Aru? SReep PARA
Its: SP. Mar acge®, PRIGPO”* SALES

4/29/2021

State of Arizona

Contract Amendment State Procurement Office

100 N. 15™ Avenue, Suite 402

Contract No.: ADSPO17-149774 Phoenix, AZ 85007

PAGE

Amendment No.: Thirteen (13) tOF4

APP Amendment No: Eight (8)
CONTRACTOR: STATE AGENCY: 7 ;
CDW Government, LLC AZ Department of Administration
230 North Milwaukee Ave Vernon State Procurement Office
Hills, IL 60041 100 N. 15" Avenue, Suite 402

Phoenix, AZ 85007

CONTACT: Ann Reeves CONTACT: Rana Schultz
PHONE: (813-804-5352 X65352 PHONE: (602) 542-2927
EMAIL: _ann.reeves@cdwa.com EMAIL: Rana Schultz@azdoa.gov

Software Value Added Reseller (SVAR)

Pursuant to Exhibit C, of the State of Arizona’s Participating Addendum to the Master Agreement No. ADSPO16-130652,
State of Arizona Uniform Terms and Conditions, Paragraph 5, Contract Changes, 5.1 Amendments, the above referenced
Contract shall be amended as follows:

1. The term of this contract is hereby extended through July 31%, 2023.
2. Allother terms, conditions and Provisions remain unchanged.

ALL OTHER REQUIREMENTS, SPECIFICATIONS, TERMS AND CONDITIONS REMAIN UNCHANGED

* Please ensure all required Certificate Of Insurance are updated and submitted to the State Procurement Office.

ACKNOWLEDGEMENT AND AUTHORIZATION

This amendment shall be fully executed upon the electronic approval in the State e-Procurement system by an authorized
representative of the Contractor and applied to the contract in the State e-Procurement system by the Procurement
Officer or delegate.
Available online at |

app.az.gov

Page | 1

Contract Amendment State of Arizona
State Procurement Office
Contract No ADSPO16-130652 PAGE 100 N. 15" Avenue, Suite 402
10F 1 Phoenix, AZ 85007
Amendment No.: Eleven (11)
CONTRACTOR: STATE AGENCY:
CDWG Arizona Department of Administration

230 N. Milwaukee Ave
Vernon Hills, IL 60061

State Procurement Office
100 N. 15" Avenue, Suite 402
Phoenix, AZ 85007

CONTACT: Ann Reeves
PHONE: 801-084-5352 X 65352

EMAIL: ann.reeves@cdwg.com

CONTACT: Rana Schultz
PHONE: (602) 542-2927

EMAIL: Rana. Schultz@azdoa.gov

Software Value Added Reseller (SVAR) NASPO Master Contract

Pursuant to NASPO Master Agreement Section 4: Lead State (ARIZONA) Terms and Conditions, Paragraph 5, Contract
Changes, 5.1 Amendments, the above referenced Contract shall be amended as follows:

1.

The term of this contract is hereby extended through July 31°, 2023.
2. Allother Terms, Conditions, and Pricing remain the same.

This Contract Amendment is not binding against the State of Arizona unless signed by an authorized representative
of the Contractor and then accepted in writing by an authorized representative of the State.

Contractor hereby acknowledges receipt and understanding of
the above amendment.

The above referenced contract amendment is hereby
executed this date by the State.

‘BAB eb 28, 20 foe k 2/28/23
Signature Date Signature Date
Brian Fisher Director, Program Management John Redhorse, Statewide IT Procurement Leader

Printed/Typed Name and Title

Printed/Typed Name and Title