Memorandum
To: Honorable Mayor and Members of the City Council CC: Members of Administration and Public Works Committee From: Luke Stowe, Interim Administrative Services Director CC: Dmitry Shub, Chief Information Security Officer Subject: Approval of Sole Source Contract Renewal with CDW for Cisco SmartNet Support Services Date: September 14, 2020
Recommended Action: Staff recommends City Council approval of the purchase of Cisco SmartNet annual licenses and software support from CDW (120 S. Riverside, Chicago, IL 60606) in the amount of $70,471.64. This agreement provides support for the City’s essential computer networking and security systems.
Funding Source: Funding for the und (Account purchase will be from the IT Computer Software F 100.19.1932.62340) with a YTD balance of $270,530.23.
Council Action: For Action
Summary: The Cisco SmartNet support and licensing renewals cover support on several of the City’s most critical IT network components including our core network switches, enterprise firewalls, intrusion detection system/intrusion prevention system, voice gateway routers, VoIP phone system, access control system, cybersecurity tools, and wireless infrastructure controller. CDW holds the Statewide Master Contract for Cisco Products CMS7891190 and has been the reseller used by the City of Evanston for Cisco Smartnet support and licensing renewals since 2016.
Attachments: Statewide Master Contract for Cisco Products CDWG SMARTnet Renewal 2020 STATEOF ILLINOIS
Department of Central Management Services Statewide Master Contract for Cisco Products CMS7891190
The Parties to this contract are the State of Illinoisacting through the undersigned Agency (collectively the State) and the Vendor. This contract, consisting of the signature page and numbered sections listed below and any attachments referenced in this contract, constitute the entire contract between the Parties concerning the subject matter of the contract, and in signing the contract, the Contractor affirms that the Certi?cations and if applicable the Financial Disclosures and Conflicts of Interest attached hereto are true and accurate as of the date of the Contractor's execution of the contract. This contract supersedes all prior proposals, contracts and understandings between the Parties concerning the subject matter of the contract. This contract can be signed in multiple counterparts upon agreement of the Parties.
Contract uses IllinoisProcurement Gateway Certi?cations and Disciosures?
XXIIIYes (IPG Certifications and Disclosures including FORMS B) No
1. DESCRIPTIONOF SUPPLIESANDSERVICES
2. PRICING
3. TERM AND TERMINATION
4. STANDARDBUSINESSTERMS ANDCONDITIONS
5. SUPPLEMENTALPROVISIONS
6. STANDARDCERTIFICATIONS
7. FINANCIALDISCLOSURESANDCONFLICTSOF INTEREST(IFAPPLICABLE)
8. CONTRACTSPECIFICCERTIFICATIONSAND DISCLOSURES— "FORMSB"(IFAPPLICABLE)
In consideration of the mutual covenants and agreements contained in this contract, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. the Parties agree to the terms and conditions set forth herein and have caused this contract to be executed by their duly authorized representatives on the dates shown on the following CONTRACTSIGNATURESpage.
State of IllinoisChiefPmcuremenzOffice Contract V. 15.2 Page 2 of 80 Degartmem 0?Centre! Management Services Statewide Master Ccmtract for Cisco Pmducts CMS?89119D EPEN99“W.~._“_W- m...... M._M..r,m..“__.d.w.“..M.,_._,__MW.m,.WWVendor Name: CDWGovernment {LC Address:230 North MilwaukeeAvenue { /‘ v" : 2 Phone: 312.547.2893
E ? Fax: 312.752.3910 3 I Titie:Vice President, Program Management Email: gusm@cu’w.:om F i %Date: 7/11/2015 Q J ,§f,‘i'E5mC2;FJE}L‘\i.‘?¢§_~.___*?-_w.%WMm¢ ...... WW.__.___._._M_W .....w..W....M_»...k Procuring
Agency?r?iniversity:Ma::::;:::ng§;:ii::tr?“Z WWWWWWW I WMMWWMW ;StreetAddress:120 w_ Jefferson st_ 9 {Fem ._- _~_v,., ,,,,,,,,,,,, , "'r\<'l‘®>"?~4¢v«4r>»|~«v< , ...... WWW. _...m.m..,.W“...,., ...... ,‘M.m....,....§ S. frone: Etitx/,StateZiP:Springfield: IL 62702 _,.. &|+L%4 ...... L)l»<4)v §Dfficia!Signamre: , V {v__«.1,.«...... _.;/if1
'3 State of IilinuksChiefWacuremenl Office Contrrct V 15 2
Page 3 of 80 ‘ Ec;i«5:‘_.1’, V.
Agency or University Reference 11 89119 Proiect?tle Statewide Master Contract for Cisco Products
Contract ?l CMS7891190 Procurement Method (IFS, RFP, Small, etc): RFP
IPBRef. # 22038132 [PB Publication Date: 03/22/16 Award Code: B
Subcontractor Utilization? Yes No Subcontractor Disciosure? Yes No
Funding Source Obligation :1
Small Business Set-Aside? Yes No
Minority Owned Business? Yes No Percentage
Female—0wneclBusiness? Yes No Percentage
Persons With DisabilitiesOwned Business? IYes No Percentage
Other Preferences?
—BALANCEOF PAGE LEFTINTENTIONALLYBLANK
State ofIllinoisChiefProcurement Office Contract V. 15.2 Page 4 of 80 1. DESCRIPTIONOF SUPPUESAND SERVICES
1.1 SUPPLIESAND/ORSERVICESREQUIRED:Vendor shall provide Cisco Optical, Routing, Switching, Telecommunications,Voice, Video and other Networking equipment and software maintenance, consulting/design assistance and support to serve the needs of the Central Management Services (CMS) Enterprise, IllinoisCentury Network (|CN)backbone and constituent networks. Allequipment furnished shall be new, unused, of most recent manufacture, and not discontinued. Constituent orders shall be placed directly with the Vendor.
Vendor may provide consulting/design assistance and support services at no cost to the State, on a project by project basis and subject to mutual agreement of the parties. If both parties agree to such terms, they will mutually agree upon a Statement of Work (SOW),which shall provide a detailed plan for completing the necessary services and shall outline the roles and responsibilities of the Parties, and date by which to complete the services.
Thiscontract is non-exclusive. The State, or other entities listed above, will have no minimum purchase obligation and this contract shall not restrict purchases from subsequent, separate procurements.
Smarmet Maintenance: Vendor is responsible for maintaining an inventory of CMSequipment only for SmartNet maintenance tracking purposes. Vendor shall document each item purchased over the term of the contract. The inventory shall include at a minimum, the equipment serial number, equipment part number, CMS purchase order number, CMS business unit, date of purchase, SmartNet maintenance level purchased (ifany), date the maintenance coverage begins and expires.
Vendor shall provide CMS with 24x7x3 65 direct access to Cisco’sTechnical Assistance Center (TAC)at no additional charge an equipment for which CMS has purchased SmartNet Maintenance. Vendor is responsible for making changes and corrections to the Cisco database for CMS purchased equipment to ensure that when Technical Assistance Center (TAC)cases are opened, Cisco has the correct SmartNet coverage for each equipment serial number in their database.
Annually, Vendor (in the ?rst quarter of the calendar year) shall provide the current inventory of purchased equipment and maintenance and work with CMS to identify those items that need to have SmartNet maintenance renewals purchased. Vendor shall provide a quote annually for SmartNet maintenance renewals in a format designated by CMS. Vendor shall provide the Ciscototal care collector tool to CMSto use at no charge.
Constituent Purchases Regional Technology Centers (RTCS)(CMS FieldOperations Support) interface with the vendor on a daily basis. The RTCsprovide constituentswith a quote for the edge router. The procurement generally, but not always, functionsas below: 0 Constituent or CMS Staff places order, generally shipped to the local RTC. - CMSstaff track the orders, including ship dates. o The product is shipped to the localoffice. it The vendor veri?es and validates SmartNet contact and owner information to ensure that the customer is the recipient of the SmartNet. 0 CMSstaff install the product.
State of IllinoisChief Procurement Office Contract V. 15.2 Page 5 of 80 CMS Purchases CMS, and all State Agencies, will have the ability to purchase from this agreement. These purchases are handled by CMS via a Basic Ordering Agreement (BOA).CMS willrequest a quote. Once approved, CMS wiii prepare the BOA.CMS willprovide the vendor with a signed BOA.
Ordering/Shipping - Vendor shall provide CMS with online access to inventories, shipping information, and Return Merchandise Authority (RMAS).Vendor will provide a training tutorial with the State, at no charge, on how to utilize the bene?ts of the Cisco Commerce Workspace (CCW).Vendor's Single Point of Contact (SPOC)shall also provide email notifications of equipment delivery.
Audits and Assessments —Vendorshall, upon request by the State, provide periodic network assessments and annual security audit reports as described below.
Eachyear's report will be provided at three (3) intervals a year based on State FiscalYears, 2""Quarter, 3rd Quarter and 4"‘Quarter identi?ed, respectively, as Preliminary Draft, Draft and FinalReports.
Preliminary Draft Report Submitted electronically with a goal of providing an initial review where the State and Vendor can work to redact or modify as appropriate and allow the State to remediate as possible.
Draft Report Alsosubmitted electronically. This report should not have any false positives and based on actions taken in response to the Preliminary DraftReport, should be relatively small. Vendor will recommend projects or outside help to address the items that the State was unable to remediate.
Final Report This report is a ?nal run through the report and after working with CMSstaff electronically and via meetings, etc., willbe provided via hard copy as well as electronically for annual reporting purposes.
Allreports will be provided via the methods described in the Internal Comprehensive Security Assessment and Comprehensive Security Assessment attached as ExhibitA
Training Credits —\/enclorshall pass on to the State Cisco Training Creditswhich have been earned on all orders placed under this Contract.
Training - Vendor will provide Training on technologies, including but not limited to, ‘Lunchand Learns‘, Credit based training and other advanced seminars or Training sessions associated with these technologies at no cost to the state.
Transition Services Vendor willprovide, at no additional cost, transition services, speci?cally in regards to ordering and SmartNet.
Thisincludesbut is not limited to:
- Pre—saleSupport including SMARTNet Coverage recommendations, software reviews and the associated quoting required.
State of IllinoisChief Procurement Df?ce Contract V, 15.2 Page 6 of 80 a Post-sale SMAR'i‘l'rackertool and associated knowledge transfers to bring CMSStaff up to speed on the tool and associated best practices and CMS speci?c processes that can be used within the portal. This includes quarterly business reviews as required by CMS.
6 An overall transition plan including the following: 0 Vendor willwork with CMS and the local Cisco team to implement the transition plan using the following high level phases and tasks: Due Diligence- review ongoing service, in progress projects and other critical items.
Pre-Transition — Based on due diligence, develop a future operations model to move the State to the new Vendor systems. Plan Development, import all relevant SmartNet data and plan access to State's Total Care portal. BuildPhase, integrate and customize the State's E-Commerce Portal. Test and Train Phase and then Go-Live and Stabilize —Vendor will work with the State to test, tweak, go live and modify as necessary to provide access to all of the tools work with access to data found during the the contract implementation plan
Vendor willwork with all vendors, CMS and Ciscoto provide a smooth transition through: - implementation planning sessions - Regular status meetings - Documentation of orders in process and inflighl projects for a clear division on which party is responsible untilciosure of outstanding purchase orders. - Respect the State's business cycles - Help manage third—partycontracts - Establish a change capability to coordinate resources, plans, and handovers of business operations - Support business operations during implementation
1.2 MILESTONESAND DELIVERABLES:N/A.
1.3 VENDOR / STAFF SPECIFICATIONS: Vendor shall remain at a minimum a Cisco Gold Certi?ed Partner throughout the term of this contract and any renewal options. Vendor shall provide a SPOC, at no charge, for purchasing equipment, managing the account, preparing quotes, evaluating orders technically before submission, etc . Vendor shall also make available the expertise of CCiE level technicians at no additional charge to the State.
1.4 TRANSPORTATION AND DELIVERY:Vendor shall provide "F.O.B.destination, freight prepaid and charged back” for all State and constituent ordered equipment. "F.O.B. destination, freight prepaid and charged back” is de?ned as Vendor pays the freight charges and adds to invoice, buyer bears freight charges, seller owns goods in transit, and seller ?les claims (if any). Therefore, .\/endorshall have door-to-door responsibility for delivery of operational equipment and will be responsible for any claims resulting from damaged or defective goods.
1.5 SUBCONTRACTING
Subcontractors are allowed.
State of lllinoisChief Procurement Df?ce Contract V. 15.2 Page 7 of 80 For purposes of this section, subcontractors are those speci?cally hired to perform all or part of the work covered by the contract. Ifsubcontractors will be utilized, Vendor must identify below the names and addresses of all subcontractors it will be entering into a contractual agreement that has an annual value of $50,000 or more in the performance of this Contract, together with a description of the work to be performed by the subcontractor and the anticipated amount of money to the extent the information is known that each subcontractor is expected to receive pursuant to the Contract. Attach additional sheets as necessary.
1.5.1 Willsubcontractors be utilized? Yes No
0 Subcontractor Name: Veteran's Consulting, Inc.
Amount to be paid: TBD
Address: 1505 DaylillyPlace, Spring?eld, ll. 62712
Description of work: TBD based on State's needs
- Subcontractor Name: Von Technologies LLC
Amount to be paid: TED
Address: One Tower Lane, Suite 700, Oakbrook, IL 60181
Description of work: TBDbased on State’: needs
I Subcontractor Name: Skyline ATS
Amount to be paid: TBD
Address: 9501 Technology Blvd. #350, Rosemont, IL 60018
Description of work: Training the State on Cisco technology.
1.5.2 Allcontracts with the subcontractors identi?ed above must include the Standard Certi?cations completed and signed by the subcontractor.
1.5.3 If the annual value of any the subcontracts is more than $50,000, then the Vendor must provide to the State the FinancialDisclosures and Conflictsof Interest for that subcontractor.
1.5.4 If the subcontractor is registered in the IllinoisProcurement Gateway (IPG) and the Vendor is using the subcontractors Standard Certi?cations or Financial Disclosures and Conflicts of Interest from the [P6, then the Vendor must also provide a completed Forms B for the subcontractor.
1.5.5 If at any time during the term of the Contract, Vendor adds or changes any subcontractors, Vendor will be required to promptly notify, in writing, the State Purchasing Of?cer or the Chief Procurement Officer of the names and addresses and the expected amount of money that each
State of IllinoisChief Procurement Oflice Contract V. 15.2 Page 8 of 80 new or replaced subcontractor will receive pursuant to the Contract. Any subcontracts entered into prior to award of the Contract are done at the Vendor‘: and subcontractofs risk.
1.6 WHERESERVICESARE TO BE PERFORMED: Unless otherwise disclosed in this section all services shall be performed in the United States. if the Vendor performs the services purchased hereunder in another country in violation of this provision, such action may be deemed by the State as a breach of the contract by Vendor.
Vendor shall disclose the locations where the services required shall be performed and the known or anticipated value of the services to be performed at each location. if the Vendor received additional consideration in the evaluation based on work being performed in the United States, it shall be a breach of contract ifthe Vendor shifts any such work outside the United States.
0 Location where services willbe performed: State of Illinois
Value of services performed at this location: To be determined
State of IllinoisChief Procurement Of?ce Contract V. 15.2 Page 9 of 80 2 PRICING
2.1 TYPEOF PRICING: The IllinoisOffice of the Comptroller requires the State to indicate whether the contract value is ?rm or estimated at the time it is submitted for obligation. The total value of this contract is ?rm.
2.2 EXPENSESALLOWED: Expenses are not allowed.
2.3 DISCOUNT: The State may receive a 0 % discount for payment within N/Adays of receipt of correct invoice.
2.4 VENDOR’SPRICENG: Attach additional pages if necessary.
2.4.1 Vendor's Price for the InitialTerm:
é i Hardware Smartblet EICNConstituents Equipment/Software Maintenance l 95off MSRP asof MSRP K-12Schools 40% 20% #_A__ I Community Colleges 43% 27% 2
I W Colleges/Universities g 43% 27% W ' Libraries 40% 20%
7 " 4 :1 Museums 42% 20% M Facilities 39% 18%
WI-iewalthcare WM I H Government St:-l1te"“ i 43.7% 30% Government Local 40% 18%
’ 3 " Wm I W '“ Other &{£J_~9'{_: ' 18%‘ MM E
ECost of Annual Security Audit $126,750.00(not to exceed) L...e_...... ,._...__...... W...... c.._.._s.. W
2.4.2 Renewal Compensation: Ifthe contract is renewed, the price shall be at the same rate as forthe initial term unless a different compensation or formula for determining the renewal compensation is stated in this section.
2.4.2.1 Agency/University Formula for Determining Renewal Compensation: Same as Initial Term.
2.4.2.2 Vendor’s Price for Renewallsl:Same as InitialTerm
2.5 MAXIMUMAMOUNT: The total payments under this contract shall not exceed $Clickhere to enter text without a formal amendment.
State of IllinoisChiefProcurement Of?ce Contract V. 15.2 Page 10 of 80 TERMANDTERMINATION
3.1 TERMOF THIS CONTRACT: This contract has an initial term of July 1, 2016 or date of CMS execution (whichever is later) to June 30, 2021. if a start date is not identi?ed, the term shall commence upon the last dated signature of the Parties.
3.1.1 In no event will the total term of the contract, including the initial term, any renewal terms and any extensions, exceed 10 years.
3.1.2 Vendor shall not commence billable work in furtherance of the contract prior to ?nal execution of the contract except when permitted pursuant to 30 lLCS500/20-80.
3.2 RENEWAL:
3.2.1. Any renewal is subject to the same terms and conditions as the original contract unless othenivise provided in the pricing section. The State may renew this contract for any or all of the option periods speci?ed, may exercise any of the renewal options early, and may exercise more than one option at a time based on continuing need and favorable market conditions, when in the best interest of the State. The contract may neither renew automatically nor renew solely at the Vendor's option.
3.2.2. Pricing for the renewal termlsl, or the formula for determining price, is shown in the pricing section of this contract.
3.2.3. The State reserves the right to renew for a total of five (5) years in any one of the following manners:
3.2.3.1 One renewal covering the entire renewal allowance;
3.2.3.2 Individual one—year renewals up to and including the entire renewal allowance; or
3.2.3.3 Any combination of full or partial year renewals up to and including the entire renewal allowance.
3.3 TERMINATIONFOR CAUSE: The State may terminate this contract, in whole or in part, immediately upon notice to the Vendor if: (a) the State determines that the actions or inactions of the Vendor, its agents, employees or subcontractors have caused, or reasonably could cause, jeopardy to health, safety, or property, or (hi the Vendor has noti?edthe State that it is unable or unwilling to perform the contract.-
If Vendor fails to perform to the State's satisfaction any material requirement of this contract, is in violation of a material provision of this contract, or the State determines that the Vendor lacks the ?nancial resources to perform the contract, the State shall provide written notice to the Vendor to cure the problem identi?ed within the period of time specified in the State's written notice which shall not be less than thirty (30) days. If not cured by that date the State may either: (a) immediately terminate the contract without additional written notice or (b) enforce the terms and conditions of the contract.
State of illinolsChiefProcurement Oifice Contact V. 15.2 Page 11 of 80 For termination due to any of the causes contained in this Section, the State retains its rights to seek any available legal or equitable remedies and damages.
3.11 TERMINATION FOR CONVENIENCE:The State may, for its convenience and with 30 days prior written notice to Vendor, terminate this contract in whole or in part and without payment of any penalty or incurring any further obligation to the Vendor.
Upon submission of invoices and proof of claim, the Vendor shall be entitled to compensation for supplies and services provided in compliance with this contract up to and including the date of termination.
3.5 OTHERTERMINATION: The State may also terminate, in whole or in part, this contract without advance notice pursuant to Section 3.7
3.6 SUSPENSHJN: The State may suspend, in whole or in part, this contract without advance notice pursuant to Section 3.7.
3.7 AVAll.ABll.lTYOF APPROPRlATl0N: This contract is contingent upon and subject to the availability of funds. The State, at its sole option, may terminate or suspend this contract, in whole or in part, without penalty or further payment being required, if (1) the lllinois General Assembly or the federal funding source fails to make an appropriation suf?cient to pay such obligation, or if funds needed are insufficient for any reason (30 ILCSSOD/20-60), (2) the Governor or CMS reserves funds, or (3) the Agency determines, in its sole discretion or as directed by the Office of the Governor, that a reduction is necessary or advisable based upon actual or projected budgetary considerations or available funds for payment, Contractor will be notified in writing of the failure of appropriation or of a reduction or decrease and CMS’election to terminate or suspend, in whole or in part, as soon as practicable. Any suspension or termination pursuant to this section will be effective upon the date of the written notice unless otherwise indicated. Nothing in this section shall limit Vendofs right to seek a remedy in the lllinoisCourt of Claims for unpaid services or goods already delivered to the State under this Contract.
State ofIllinoisChiefProcurement Office Contra ct V. 15.2 Page 12 of 80 4 S'FANDARDBUSINESSTERMS AND CONDINONS
4.1 PAYMENTTERMSANDCONDITIONS:
4.1.1 Late Payment: Payments, including late payment charges, will be paid in accordance with the State Prompt Payment Act and rules when applicable. 30 ILCSS40; 74 ill. Adm. Code 900. This shall be Vendor’: sole remedy for late payments by the State. Payment terms contained on Vendofs invoices shall have no force and effect.
ll.l.Z Minority Contractor Initiative: Any Vendor awarded a contract under Section 20-10, 20-15, 20- 25 or 20-30 ofthe IllinoisProcurement Code (30 ILCS500) of $1,000 or more is required to pay a fee of $15. The Comptroller shall deduct the fee from the ?rst check issued to the Vendor under the contract and deposit the fee in the Comptroller's AdministrativeFund. 15 ILCS405/23.9.
4.1.3 Expenses: The State willnot pay for supplies provided or services rendered, includingrelated expenses, incurred prior to the execution of this contract by the Parties even if the effective date ofthe contract is prior to execution.
4.1.4 Prevailing Wage: As a condition of receiving payment Vendor must (i) be in compliance with the contract, (ii) pay its employees prevailing wages when required by law, (iii) pay its suppliers and subcontractors according to the terms of their respective contracts, and (iv) provide lien waivers to the State upon request. Examples of prevailing wage categories include public works, printing, janitorial, window washing, building and grounds services, site technician services, natural resource services, security guard and food services. The prevailing wages are revised by the Department of Labor and are available on the Department's of?cial website, which shall be deemed proper noti?cation of any rate changes under this subsection. Vendor is responsible for contacting the lllinois Department of Labor to ensure understanding of prevailing wage requirements at 217-782-6206 or (http:1[wwwastate.il.us[ageng[idol[index.html.
4.1.5 Federal Funding: This contract may be partially or totally funded with Federal funds. if federal funds are expected to be used, then the percentage of the good/service paid using Federal funds and the total Federal funds expected to be used willbe provided in the award notice.
4.1.5 Invoicing: By submitting an invoice, Vendor certi?es that the supplies or services provided meet all requirements of the contract, and the amount billedand expenses incurred are as allowed in the contract. invoices for supplies purchased, services performed and expenses incurred through June 30 of any year must be submitted to the State no later than July 31 of that year; otherwise Vendor may have to seek payment through the Illinois Court of Claims. 30 ILCS 105/25.Allinvoices are subject to statutory offset. 30 ILCS210.
4.1.6.1 Vendor shall not bill for any taxes unless accompanied by proof that the State is subject to the tax. If necessary, Vendor may request the applicable Agency/Universitystate tax exemption number and federal tax exemption information.
4.1.6.2 Vendor shall invoice on a per order basis.
12 State of lllinoisChief Procurement Office Contract V. 15.2
Page 13 of 80 ilavoicesto: I.ec.__._ E Agency/University: ”Bi|l To” on each order
Attn: "Bil| To" on each order I Address: "BillTo" on each order I City, State Zip "BillTo" on each order
4.2 ASSiGNMENT: This contract may not be assigned, transferred in whole or in part by Vendor without the prior written consent of the State.
Upon written notice to the Vendor, CMS may transfer or assign to the Department of Innovation and Technology (DoiT)this contract, in whole or in part.
4.3 SUBCDNTRACTING:For purposes of this section, subcontractors are those speci?cally hired to perform all or part of the work covered by the contract. Vendor must receive prior written approval before use of any subcontractors in the performance of this contract. Vendor shall describe, in an attachment if not already provided, the names and addresses of all authorized subcontractors to be utilized by Vendor in the performance of this contract, together with a description of the work to be performed by the subcontractor and the anticipated amount of money that each subcontractor is expected to receive pursuant to this contract. if required, Vendor shall provide a copy of any subcontracts within 15 days after execution of this contract. Allsubcontracts must include the same certifications that Vendor must make as a condition of this contract. Vendor shall include in each subcontract the subcontractor certi?cations as shown on the Standard Subcontractor Certi?cation form available from the State. If at any time during the term of the Contract, Vendor adds or changes any subcontractors, then Vendor must promptly notify, by written amendment to the Contract, the State Purchasing Officer or the Chief Procurement Of?cer of the names and addresses and the expected amount of money that each new or replaced subcontractor will receive pursuant to the Contract.
4.4 AUDIT/RETENTIONOF RECORDS: Vendor and its subcontractors shall maintain books and records relating to the performance of the contract or subcontract and necessary to support amounts charged to the State pursuant the contract or subcontract. Books and records, including information stored in databases or other computer systems, shall be maintained by the Vendor for a period of three years from the later of the date of ?nal payment under the contract or completion of the contract, and by the subcontractor for a period of three years from the later of final payment under the term or completion of the subcontract. If federal funds are used to pay contract costs, the Vendor and its subcontractors must retain its records for ?ve years. Books and records required to be maintained under this section shall be available for review or audit by representatives of: the procuring Agency/University, the Auditor General, the Executive inspector General, the ChiefProcurement Officer, State of lllinoisinternal auditors or othergovernmental entities with monitoring authority, uponreasonable notice and during normal business hours. Vendor and its subcontractors shall cooperate fully with any such audit and with any investigation conducted by any of these entities. Failureto maintain books and records required by this section shall establish a presumption in favor of the State for the recovery of any funds paid by the State under the contract for which adequate books and records are not available to support the purported disbursement. The Vendor or subcontractors shall not impose a charge for audit or examination ofthe Vendor‘s books and records. 30 ILCS500/20-65.
State of lllinoisChief Procurement Office Contract V. 15.2
Page 14 of 80 9- a.-- ., Tifyii ES "Vii; Tér I is of the eseerice witiz respect to "y'endor’s per§o:‘mance of this contract. Vendor shall continue to perform its obligations while any dispute concerning the contract is being resolved unless otherwise directed by the State.
4.5 NO WAIVEROF RIGHTS: Except as speci?cally waived in writing, failure by a Party to exercise or enforce a right does not waive that Party's right to exercise or enforce that or other rights in the future.
4.7 FORCE MAJEURE: Failure by either Party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control and not due to its negligence, including acts of nature, acts of terrorism, riots, labor disputes, ?re, flood, explosion, and governmental prohibition. The non-declaring Party may cancel the contract without penalty if performance does not resume within 30 days of the declaration.
4.8 CONFIDENTIALINFORMATION: Each Party, including its agents and subcontractors, to this contract may have or gain access to con?dential data or information owned or maintained by the other Party in the course of carrying out its responsibilities under this contract. Vendor shall presume all information received from the State or to which it gains access pursuant to this contract is confidential. Vendor information, unless clearly marked as con?dential and exempt from disclosure under the lllinois Freedom of Information Act, shall be considered public. No con?dential data collected, maintained, or used in the course of performance of the contract shall be disseminated except as authorized by law and with the written consent of the disclosing Party, either during the period of the contract or thereafter. The receiving Party must return any and all data collected, maintained, created or used in the course of the performance of the contract, in whatever form it is maintained, promptly at the end of the contract, or earlier at the request of the disclosing Party, or notify the disclosing Party in writing of its destruction. The foregoing obligations shall not apply to con?dential data or information lawfully in the receiving Party's possession prior to its acquisition from the disclosing Party; received in good faith from a third Party not subject to any con?dentiality obligation to the disclosing Party; now is or later becomes publicly known through no breach of con?dentiality obligation by the receiving Party; or is independently developed by the receiving Party without the use or bene?t of the disclosing Party's confidential information.
4.9 USEAND OWNERSHIP: No work for hire is contemplated under this Contract.
4.10 INDEMNIFICATIONAND LIABIUTY: The Vendor shall indemnify and hold harmless the State of lllinois, its agencies, of?cers; and employees from any and all ?nally awarded or settled costs, demands, expenses, losses, claims, damages, liabilities, settlements and judgments, including in-house and contracted attorneys’ fees and expenses, arising out of: (a) any breach or violation by Vendor of any of its certi?cations, warranties, agreements; (b}any actual or alleged death or injury or for damage to any tangible, real or personal property or any other damage or loss claimed to result in whole or in part from Vendor's negligent performance; (c) any act, activity or omission of Vendor or any of its employees, representatives; or subcontractors; or (d) any actual or alleged claim that the services or goods provided under the contract infringing, misappropriating, or otherwiseviolating any intellectual property (patent, copyright, trade secret, or trademark} rights of a third party. The obligation of Vendor under this Section is contingent on the State providing Vendor with: prompt written notice ofthe claim it receives
14 State of llllnoisChief Procurement Office Contact V. 15.2
Page 15 of 80 ’ in writing, soie aiontrol wet" the defense or settler. to the approx/at of the iliinois e¥.l.o:‘ney general, and reasonable information and cooperation, at Vendor's expense. In the case of an action for intellectual property infringement, Vendor may, at its option and expense, either: (a) procure for the State the right to continue using the infringing services; (b) replace or modify the infringing services so as to make them non-infringing; or (c) return a portion of the fees paid for the infringing services based on five (5) year straight line amortization. Vendor shall have no liability or obligation to the State to the extent any claim is based upon and would but have occurred but for: (i) any combination of the infringing services with software, hardware or other materials not authorized by Vendor or; (ii) any addition to, or modi?cation of, the infringing services made after delivery to the State by any party other than Vendor or a third party expressly authorized by Vendor to perform such addition or modi?cation.
Neither Party shall be liable for indirect, incidental, special, consequential or punitive damages. Except for Vendors indemni?cation obligations in this section or for damage to persons and property, Vendor's liability under this Contract shall not exceed the amount paid or payable for all orders under the Contract giving rise to the claim or $50,000, whichever is greater.
4.11 INSURANCE: Vendor shall, at all times during the term and any renewals maintain and provide a Certi?cate of insurance including the State as additionally insured under general liability insurance. Insurance may not be modi?ed or canceled until at least 30 days’ notice has been provided to the State by Vendor. Vendor shall provide: (a) General Commercial Liability occurrence form in amount of $1,000,000 per occurrence (Combined Single Limit Bodily injury and Property Damage) and $2,000,000 Annual Aggregate; (b) Auto Liability,including Hired Auto and Non—ownedAuto, (Combined Single Limit Bodily Injury and Property Damage) in amount of $1,000,000 per occurrence; and (c) Workers Compensation insurance in amount required by law. Insurance shall not limit Vendor’s obligation to indemnify, defend, or settle any claims.
4.12 INDEPENDENTCONTRACTOR: Vendor shall act as an independent contractor and not an agent or employee of, orjoint venture with the State. Allpayments by the State shall be made on that basis.
4.13 SOLlClTATl0N AND EMPLOYMENT: Vendor shall not employ any person employed by the State during the term of this contract to perform any work under this contract. Vendor shallgive notice immediately to the Agency's director if Vendor solicits or intends to solicit State employees to perform any work underthis contract.
4.14 COMPLIANCEWITHTHELAW: The Vendor, its employees. agents, and subcontractors shall comply with all applicable federal, state, and local laws, rules, ordinances, regulations, orders, federal circulars and all license and permit requirements in the performance of this contract. Vendor shall be in compliance with applicable tax requirements and shall be current in payment of such taxes. Vendor shall obtain at its own expense, all licenses and permissions necessary for the performance of this contract.
4.15 BACKGROUNDCHECK: Whenever the State deems it reasonably necessary for security reasons, the State may conduct, at its expense, criminal and driver history background checks of Vendofs and subcontractors officers, employees or agents. Vendor or subcontractor shall reassign immediately any such individual who, in the opinion of the State, does not pass the background check.
15 State of IllinoisChief Procurement Office Contact V. 15.2
Page 16 of 80 .'?$‘«?rE.$$:~2"” ‘ " ‘s“hi:;contract shall be tIOi'iL§5.r’l_i‘ét§ in accorda x-viii’:and‘ is su"t:jec‘tto the éaws and rules of the State of Illinois. The Department of Human Rights’ Equal Opportunity requirements (44 Ill. Adm. Code T50) are incorporated by reference. Any claim against the State arising out of this contract must be ?led exclusively with the lllinoisCourt of Claims. 705 ILCS505/1.The State shall not enter into binding arbitration to resolve any contract dispute. The State of Illinois does not waive sovereign immunity by entering into this contract. The official text of cited statutes is incorporated by reference. An unofficial version can be viewed at (www.ilga.gov[legislationzilcszilcsasgl.
4.17 ANTI-TRUSTASSIGNMENT:IfVendor does not pursue any claim or cause of action it has arising under federal or state antitrust laws relating to the subject matter of the contract, then upon request of the IllinoisAttorney General, Vendor shall assign to the State rights, title and interest in and to the claim or cause of action.
4.18 CONTRACTUALAUTHORITY: The Agency that signs for the State of lllinoisshall be the only State entity responsible for performance and payment under the contract. When the Chief Procurement Officer or authorized designee signs in addition to an Agency, they do so as approving of?cer and shall have no liability to Vendor. When the Chief Procurement Officer or authorized designee, or State Purchasing Of?cer signs a master contract on behalf of State agencies, only the Agency that places an order with the Vendor shall have any liabilityto Vendor for that order.
4.19 NOTlCES: Notices and other communications provided for herein shall be given in writing by registered or certi?ed mail, return receipt requested, by receipted hand delivery, by courier (UPS, Federal Express or other similar and reliable carrier), by e-mail, or by fax showing the date and time of successful receipt. Notices shall be sent to the individuals who signed the contract using the contact information following the signatures. Each such notice shall be deemed to have been provided at the time it is actually received. Bygiving notice, either Party may change the contact information.
4.20 MODlFlCATlONS AND SURVIVAL: Amendments, modifications and waivers must be in writing and signed by authorized representatives of the Parties. Any provision of this contract of?cially declared void, unenforceable, or against public policy, shall be ignored and the remaining provisions shall be interpreted, as far as possible, to give effect to the Parties’ intent. Allprovisions that by their nature would be expected to survive, shall survive termination. in the event of a conflict between the State's and the Vendor's terms, conditions and attachments, the State's terms, conditions and attachments shall prevail.
4.21 PERFORMANCERECORD/ SUSPENSION: Upon request of the State, Vendor shall meet to discuss performance or‘ provide contract performance updates to help ensure properperformance of the contract. The State may consider Vendor's performance under this contract and compliance with law and rule to determine whether to continue the contract, suspend Vendor from doing future business with the State for a speci?ed period of time, or to determine whether Vendor can be considered responsible on speci?c future contract opportunities.
16 State of IllinoisChief Procurement Office Contract V. 15.2
Page 17 of 80 was “Tim-3 This contras;2 and all relatezi putslii; ;~e.;;;rds ‘{il€i§i‘.l_v3§3i(§Ciby, provizied to or required to be provided to the State are subject to the IllinoisFreedom of Information Act (FOIA) (50 ILCS140) notwithstanding any provision to the contrary that may be found in this contract.
4.23 SCHEDULE OF WORK: Any work performed on State premises shall be done during the hours designated by the State and performed in a manner that does not interfere with the State and its personnel.
4.24 WARRANTIESFORSUPPIJES ANDSERVICES:
4.24.1. Vendor warrants that the supplies furnished under this contract will: (a) conform to the requirements and speci?cations in the contract. Vendor agrees to reimburse the State for any losses, costs, damages or expenses, including without limitations, reasonable attorney's fees and expenses, arising from failure of the supplies to meet such warranties. All product warranties originate with the manufacturerlsland not Vendor. All other express and implied warranties are disclalmed, including those related to Third Party Services (meaning certain services other than services provided by Vendor, including, but not limited to, extended warranty service by manufacturers, (Smartnet) that are sold by Vendor as a distributor or sales agent). Allproduct returns must be in accordance with Vendofs Return Policy.
4.24.2. Vendor shall insure that all manufacturers’ warranties are transferred to the State and shall provide a copy to the State copies of such warranties upon written request.
4.24.3. Vendor warrants that all services will be performed to meet the requirements of the contract in an efficient and effective manner by trained and competent personnel. Vendor shall monitor performances of each individual and shall reassign immediately any individual who is not performing in accordance with the contract, who is disruptive or not respectful of others in the workplace, or who in any way violates the contract or State policies.
4.25 REPORTING,STATUSANDMONITORINGSPEClFlCATlON5: Vendor shall immediately notify the State of any event that may have a material impact on Vendor's ability to perform the contract.
4.26 EMPLOYMENTTAX CREDIT: Vendors who hire quali?ed veterans and certain ex-offenders may be eligible for tax credits. 35 ILCS 5/216, 5/217. Please contact the lllinois Department of Revenue (telephone ll: 217-524-4772) for informationabout tax credits.
4.27. SUPPLEMENTALTERMS:_Notwithstanding any provision to the contrary in the Vendor's supplemental terms and conditions, or in any licensing agreement attached hereto: 4.27.1 The procuring Agency and the State do not waive sovereign immunity;
4.27.2 The procuring Agency and the State do not consent to be governed by the laws of any state other than lllinois;
4.27.3 The procuring Agency and the State do not consent to be represented in any legal proceeding by any person or entity other than the lllinoisAttorney General or his or her designee;
17 State of lllinoisChiefProcurement Of?ce Contract V. 15.2
Page 18 of 80 a ~te*;?.e {magma} §;erms goizia 7 The §3roa;i.se‘ii'zg!‘ag'e:'":C§land ’s shaii not be b3:.. ~.. sandcamdétioazs in ?at’; click-wrap agreement, click-wrap license, click-through agreement, click—throughlicense, end user license agreement or any other agreement or license contained or referenced in the software or any quote provided by Vendor, except as attached to this Contract.
4.27.5 The procuring Agency and the State shall not indemnify Vendor or its subcontractors(including any equipment manufacturers or software companies);
4.27.6 Vendor shall indemnify the procuring Agency and State pursuant to the terms and conditions of Section 4.10 of the Contract; and
4.27.7 Vendor's liabilityshall be governed by the terms and conditions contained in Section 4.10 of the Contract.
18 State of IllinoisChiefProcurement Or?ce Contract V, 15.2
Page 19 of 80 3») {F3
5.1. STATE SUPPLEMENTALPROVISIONS
Agency/University Definitions
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Required Federal Clauses, Certi?cationsand Assurances
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PublicWorks Requirements (construction and maintenance ofa public work) 820 ILCS130/4.
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Prevailing Wage (janitorial cleaning, window cleaning, building and grounds, site technician, natural resources, food services, and security services, ifvalued at more than $200 per month or $2,000 per year or printing) 30 ILCSS00/25-60.
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Agency/University Speci?c Terms and Conditions
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Other (describe)
Utilization Plan and Letter of intent — Von Technologies
UtilizationPlan Letter of intent -— Veteran's Consulting Inc.
5.2. VENDORSUPPLEMENTALPROVISIONS
Internal Comprehensive Security Assessment and Comprehensive Security Assessment attached as ExhibitA,
19 State of IllinoisChiefProcurement Office Contract V1154:
Page 20 of 80 .in"!M][mm,; STATE OF ILLINOIS BUSINESS ENTERPRISE PROGRAM MINORITIES, FEMALES,PERSONS WITH DISABILITY PARTICIPATION AND UTILIZATION PLAN
For State Agency/State University Use Only
The Business Enterprise Program Act for Minorities, Females and Persons with Disabilities (BEP) establishes a goal for contracting with businesses that have been certified as owned and controlled by persons who are minorities, female, or persons with disabilities (BEPcertified vendor). 30 ILCS575.
Contract Goal to be Achieved by Vendor: This solicitation includes a specific BEP participation goal of10% based on the availability of BEP certified vendors to perform or provide the anticipated services and/orsupplies required by this solicitation. The availability of BEP certified vendors was determined using the following commodity/service codes; however Vendor is not required to rely solely upon these commodity/service codes in preparing the bid or offer:
T1002000OOO — VOICE /T1004000O00 - WIRELESS /T1001000OO0 — DATAI E2101000O00 - HARDWARE MAINTENANCE / E45010000OO - LAN HARDWARE. Consulting/design assistance and support to serve the needs of the CMS Enterprise, ICN backbone and constituent networks.
The BEP participation goal is applicable to all bids or offers. In addition to the other award criteria established for this solicitation, the Agency/University will award this contract to a Vendor that meets the goal or makes good faith efforts to meet the goal. This goal is also applicable to change orders and allowances within the scope of work provided by the BEP certi?ed vendor. If Vendor is a BEP certified vendor, the entire goal is met and no subcontracting with a BEP certified vendor is required; however, Vendor must submit a Utilization Plan indicating that the goal will be met by self—performance.
Following are guidelines for Vendor's completion ofthe UtilizationPlan. Please read the guidelines carefully. A format for the Utilization Plan is included in this section. Vendor should include any additional information that will add clarity to Vendor’s proposed utilization of certified BEPvendors to meet the targeted goal. The UtilizationPlan must demonstrate that Vendor has either: (1) met the entire contract goal; (2) made good faith efforts towards meeting the entire goal; or (3) made good faith efforts towards meeting a portion ofthe goal. Any submission of good faith efforts by Vendor shall be considered as a request for a full or partial waiver.
At the time of bid or offer, Vendor, or Vendor's proposed Subcontractor, must be certified with CMS as a BEP certified vendor.
1. If applicable where there is more than one prime vendor, the Utilization Plan should include an executed Joint Venture Agreement specifying the terms and conditions of the relationship between the parties and their relationship and responsibilities to the contract. The Joint Venture Agreement must clearly evidence that the BEP certified vendor will be responsible for a clearly de?ned portion of the work and that its responsibilities, risks, profits and contributions of capital, and personnel are proportionate to its ownership percentage. It must include specific details related to the parties’ contributions of capital, personnel, and equipment and share of the costs of insurance and other items; the scopes to be performed by the BEP certified vendor under its supervision; and the commitment of management, supervisory personnel, and operative personnel employed by
State oflilinois 1 Business Enterprise Program Participation and Utilization Plan v.14.1
Page 21 of 80 the BEP certified vendor to be dedicated to the performance of the contract. Established Joint Venture Agreements will only be credited toward BEP goal achievements for specific work performed by the BEP certified vendor. Each party to the Joint Venture Agreement must execute the bid or offer prior to submission of the bid or offer to the Agency/University.
2. An agreement between a vendor and a BEP certified vendor in which a BEP certified vendor promises not to provide subcontracting or pricing quotations to other vendors is prohibited. The Agency/University may request additional information to demonstrate compliance. Vendor agrees to cooperate promptly with the Agency/University in submitting to interviews, allowing entry to places of business, providing further documentation, and to soliciting the cooperation of a proposed BEP certified vendor. Failure to cooperate by Vendor and BEP certified vendor may render the bidder or offeror non~responsive or not responsible. The contract will not be finally awarded to Vendor unless Vendor's Utilization Plan is approved.
3. BEP Certified Vendor Locator References: Vendors may consult CMS' BEP Vendor Directory at www.sellZ.illinois.gov[cms[business,as well as the directories of other certifying agencies, but firms must be certified with CMS as BEP certified vendors at the time of bid or offer.
4. Vendor Assurance: Vendor shall not discriminate on the basis of race, color, national origin, sexual orientation or sex in the performance of this contract. Failure by Vendor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy, as the Agency/University deems appropriate. This assurance must be included in each subcontract that Vendor signs with a subcontractor or supplier.
5. Calculating BEP Certified Vendor Participation: The Utilization Plan documents work anticipated to be performed, or goods/equipment provided by all BEP certified vendors and paid for upon satisfactory completion/delivery. Only the value of payments made for the work actually performed by BEP certified vendors is counted toward the contract goal. Applicable guidelines for counting payments attributable to contract goals are summarized below:
5.1. The value of the work actually performed or goods/equipment provided by the BEP certified vendor shall be counted towards the goal. The entire amount of that portion of the contract that is performed by the BEP certified vendor, including supplies purchased or equipment leased by the BEP certified vendor shall be counted, except supplies purchased and equipment rented from the Prime Vendor submitting this bid or offer.
5.2. A vendor shall count the portion of the total dollar value of the BEP contract equal to the distinct, clearly de?ned portion of the work of the contract that the BEP certified vendor performs toward the goal. A vendor shall also count the dollar value of work subcontracted to other BEP certified vendor. Work performed by the non-BEP certified party shall not be counted toward the goal. Work that a BEP certified vendor subcontracts to a non—BEPcertified vendor will not count towards the goal.
5.3. A Vendor shall count toward the goal 100% of its expenditures for materials and supplies required under the contract and obtained from a BEP certified vendor manufacturer, regular dealer, or supplier. A Vendor shall count toward the goal the following expenditures to BEP certified vendors that are not manufacturers, regular dealers, or suppliers:
5.3.1. The fees or commissions charged for providing a bona fide service, such as professional, technical, consultant or managerial services and assistance in the procurement of essential personnel, facilities, equipment, materials or supplies required for performance of the contract, provided that the fee or commission is determined by the Agency/University to be reasonable and not excessive as compared with fees customarily allowed for similar services.
5.3.2. The fees charged for delivery of materials and supplies required by the contract (but not the cost of the materials and supplies themselves) when the hauler, trucker, or delivery service is
State of Illinois 2 Business Enterprise Program Participation and Utilization Plan v. 14.1 Page 22 of 80 not also the manufacturer or a supplier of the materials and supplies being procured, provided that the fee is determined by the Agency/University to be reasonable and not excessive as compared with fees customarily allowed for similar services. The BEP certified vendor's trucking firm must be responsible for the management and supervision of the entire trucking operation for which it is responsible on the contract, and must itself own and operate at least one fully licensed, insured and operational truck used on the contract.
5.3.3. The fees or commissions charged for providing any bonds or insurance specifically required for the performance of the contract, provided that the fee or commission is determined by the Agency/University to be reasonable and not excessive as compared with fees customarily allowed for similar services.
5.4. BEP certified vendors who are performing on contract as second tier subcontractors may be counted in meeting the established BEP goal for this contract as long as the Prime Vendor can provide documentation indicating the utilization of these vendors.
5.5. A Vendor shall count towards the goal only expenditures to ?rms that perform a commercially useful function in the work of the contract.
5.5.1. A firm is considered to perform a commercially useful function when it is responsible for execution of a distinct element of the work of a contract and carries out its responsibilities by actually performing, managing, and supervising the work involved. The BEP certified vendor must also be responsible, with respect to materials or supplies used on the contract, for negotiating price, determining quality and quantity, ordering the materials or supplies, and installing the materials (where applicable) and paying for the material or supplies. To determine whether a firm is performing a commercially useful function, the Agency/University shall evaluate the amount of work subcontracted, whether the amount the ?rm is to be paid under the contract is commensurate with the work it is actually performing and the credit claimed for its performance of the work, industry practices, and other relevant factors.
5.5.2. A BEP certified vendor does not perform a commercially useful function if its role is limited to that of an extra participant in a transaction or contract through which funds are passed through in order to obtain BEP certified vendor participation. In determining whether a BEP certi?ed vendor is such an extra participant, the Agency/University shall examine similar transactions, particularly those in which BEPcerti?ed vendors do not participate, and industry practices.
5.6. A Vendor shall not count towards the goal expenditures that are not direct, necessary and related to the work of the contract. Only the amount of services or goods that are directly attributable to the performance of the contract shall be counted. ineligible expenditures include general office overhead or other Vendor support activities.
Good Faith Effort Procedures: Vendor must submit a Utilization Plans and Letters of intent that meet or exceed the published goal. if Vendor cannot meet the stated goal, Vendor must document and explain within the Utilization Plan the good faith efforts it undertook to meet the goal. UtilizationPlans are due at the time of bid or offer submission. The Business Enterprise Council (”Council”) or its delegate will consider the quality, quality and intensity of Vendor's efforts.
The Utilization Plan contains a checklist of actions that the Council or its delegate will consider as evidence of Vendor's good faith efforts to meet the goal. Other factors or efforts brought to the attention of the Council or its delegate may be relevant in appropriate cases.
6.1. In evaluating Vendor's good faith efforts, the Council or its delegate may consider whether the ability of other bidders or offerors to meet the contract goal suggests that good faith efforts could have resulted in Vendor meeting the goal.
State of Illinois Business Enterprise Program Participation and Utilization Plan v. 14.1 Page 23 of 80 6.2. If the Council or its delegate determines that Vendor has made good faith efforts to meet the goal, the Agency may award the contract provided that Vendor is otherwise eligible for award.
6.3. If the Council or its delegate determines that good faith efforts have not been met, the bid or offer may be determined to be non-responsible by the Chief Procurement Office.
7. Contract Compliance: Compliance with this section is an essential part of the contract. The following administrative procedures and remedies govern Vendor's compliance with the contractual obligations established by the Utilization Plan. After approval of the Plan and award of the contract, the Utilization Plan becomes part of the contract. If Vendor did not succeed in obtaining BEP certified vendor participation to achieve the goal and the Utilization Plan was approved and contract awarded based upon a determination of good faith, the total dollar value of BEP certified vendor work calculated in the approved Utilization Plan as a percentage ofthe awarded contract value shall become the contract goal.
7.1. The Utilization Plan may not be amended after contract execution without the Agency/University's prior written approval.
7.2. Vendor may not make changes to its contractual BEP certified vendor commitments or substitute BEP certified vendors without the prior written approval of the Agency/University. Unauthorized changes or substitutions, including performing the work designated for a BEPcerti?ed vendor with Vendor’s own forces, shall be a violation of the utilization plan and a breach of the contract, and shall be cause to terminate the contract, and/or seek other contract remedies or sanctions. The facts supporting the request for changes must not have been known nor reasonably should have been known by the parties prior to entering into the subcontract. Vendor must negotiate with the BEP certified vendor to resolve the problem. Where there has been a mistake or disagreement about the scope of work or goods/equipment, provided the BEP certi?ed vendor can be substituted only where agreement cannot be reached for a reasonable price or schedule for the correct scope of work, goods or equipment.
7.3. Substitutions of a BEPcertified vendor may be permitted under the following circumstances:
7.3.1. Unavailability after receipt of reasonable notice to proceed;
7.3.2. Failureof performance;
7.3.3. Financial incapacity;
7.3.4. Refusal by the BEP certified vendor to honor the bid or proposal price or scope;
7.3.5. Material mistake of fact or law about the elements of the scope of work of a solicitation where a reasonable price cannot be agreed;
7.3.6. Failureof the BEPcertified vendor to meet insurance, licensing or bonding requirements;
7.3.7. The BEPcertified vendor's withdrawal of its bid or offer; or
73.8. Loss of certification of the BEPcertified vendor.
7.4. If it becomes necessary to substitute a BEP certified vendor Vendor must notify the Agency/University in writing of the request to substitute a BEP certified vendor or otherwise change the Utilization Plan. The request must state specific reasons for the substitution or change. The Agency/University shall notify the Council or its delegate of the request to substitute a BEP
State of Illinois 4 Business Enterprise Program Participation and Utilization Plan v. 14.1 Page 24 of 80 certified vendor or change the Utilization Plan. The Agency/University will approve or deny a request for substitution or other change in the Utilization Plan within five business days of receipt of the request.
7.5. Where Vendor has established the basis for the substitution to the Agency/University's satisfaction, it must make good faith efforts to meet the contract goal by substituting a BEP certified vendor. Documentation of a replacement BEP certified vendor, or of good faith efforts to replace the BEP certified vendor, must meet the requirements of the initial Utilization Plan. if the goal cannot be reached and good faith efforts have been made, Vendor may substitute with a non-BEP certi?ed vendor.
7.6. If a Vendor plans to hire a subcontractor for any scope of work that was not previously disclosed in the Utilization Plan, Vendor must obtain the approval of the Agency/University to modify the Utilization Plan and must make good faith efforts to ensure that BEP certified vendors have a fair opportunity to submit a bid or offer on the new scope of work.
7.7. A new BEP certified vendor agreement must be executed and submitted to the Agency/University within five business days of Vendor's receipt of the Agency/University's approval for the substitution or other change.
7.8. Vendor shall maintain a record of all relevant data with respect to the utilization of BEP certified vendors, including but without limitation, payroll records, invoices, canceled chec|
7.8.1. Vendor shall submit quarterly reports documenting its utilization of BEPcertified vendors, including the amount of payments made to BEPcertified vendors in each quarter. Quarterly reports shall be submitted to the designated BEP contact person on forms provided by the BEP Compliance Department.
7.8.2. Quarterly reporting periods shall be July 1 — September 30 (1“Quarter), October 1 — December 31 (2"“Quarter), January 1 — March 31 B"!Quarter), and April 1 —June 30 (4"'Quarter) of each fiscal year. Quarterly reports for the preceding quarter shall be due on or before the first day of each quarter. 7.8.3. Vendor's failure to submit quarterly reports shall constitute a material breach of this contract and may subject Vendor to the remedies and penalties described in Section 7.10.
7.9. The Agency/University will periodically review Vendor's compliance with these provisions and the terms of its contract. Without limitation, Vendor's failure to comply with these provisions or its contractual commitments as contained in the Utilization Plan, failure to cooperate in providing information regarding its compliance with these provisions or its Utilization Plan, or provision of false or misleading information or statements concerning compliance, certification status or eligibility of the BEP certi?ed vendor, good faith efforts or any other material fact or representation shall constitute a material breach of this contract and entitle the Agency/University to declare a default, terminate the contract, or exercise those remedies provided for in the contract or at law or in equity.
7.10. The Agency/University reserves the right to withhold payment to Vendor to enforce these provisions and Vendor's contractual commitments. Final payment shall not be made pursuant to the contract until Vendor submits sufficient documentation demonstrating compliance with its Utilization Plan. State of Illinois Business Enterprise Program Participation and Utilization Plan v. 14.1 Page 25 of 80 UTILIZATIONPLAN
The Utilization Plan and Letter of Intent must be sealed and submitted separately.
CDW G0V€m|'Tle|'lt LLC (Vendor) submits the following Utilization Plan as part
of our bid or offer in accordance with the requirements of the BEP Program Status and Participation section of the solicitation for Cisco Equipment, Software and Services (RFP) , Illinois Procurement Bulletin
Reference Number 22038132 . We understand that all subcontractors must be certified with the CMS BEP Program at
the time of submission of all bids and offers. We understand that compliance with this section is an essential part of
this contract and that the Utilization Plan will become a part of the contract, if awarded.
Vendor makes the following assurance and agrees to include the assurance in each agreement, subcontract and
purchase order with a subcontractor or supplier utilized on this contract: We shall not discriminate on the basis of race,
color, national origin, sexual orientation or sex in the performance of this contract. Failure to carry out these
requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy, as the Agency/University deems appropriate.
Vendor submits the following statement:
Vendor is a BEP certified firm and plans to fully meet the goal through self«performance.
/ Vendor has identified BEP certified subcontractor(s) to fully meet the established goal and submits the attached executed Letter(s) of intent; or
Vendor has made good faith efforts towards meeting the entire goal, or a portion of the goal, and hereby requests a waiver (complete checklist below).
Vendor's person responsible for compliance with this BEPgoal:
Name: Gus Morison Title: Executive Account Manager
Telephone: 877.681.3257 Email: gUSm@Cdw_Com
DEMONSTRATIONOF GOOD FAITH EFFORTSTO ACHIEVEGOALAND REQUESTFOR WAIVER if the BEP participation goal was not achieved, the Good Faith Efforts Procedures and Guidelines outlined in Section 6 will be used to evaluate submitted utilization plans. Vendors providing Good Faith Effort documentation and request for waiver must complete and submit the Good Faith Effort Contact Log with the bid or offer. Failure to submit Good Faith Effort documentation in its entirety shall render Vendor’s bid or offer non-responsive or not responsible and cause it to be rejected or render Vendor ineligible for contract award.
Below is a checklist of actions that will be used to evaluate a Vendor's Demonstration of Good Faith Efforts and Request for Waiver. Please check the actions which you completed. If any of the following actions are not completed, please attach a detailed written explanation indicating why such action was not completed. If any other efforts were made to obtain BEP participation in addition to the items listed below, attach a detailed description ofsuch efforts.
Utilize the Sel|2l|linois website: www2.illinois.gov[cms[businessto identify BEP certified vendors within the respective commodity/service codes denoted above and at a minimum email all listed vendors and solicit quotes from all vendors who express an interest via fo||ow—up emails or telephone calls.
State of Illinois 6 Business Enterprise Program Participation and Utilization Plan v. 14.1 Page 26 of 80 lsolicitthrough all reasonable and available means (e.g., attendance at a vendor conference, advertising and/or written notices) the interest of BEP certified vendors that have the capability to perform the work of the contract. Vendor must solicit this interest within sufficient time to allow the BEP certified vendors to respond to the solicitation. Vendor must determine with certainty if the BEP certified vendors are interested by taking appropriate steps to follow up initial solicitations and encourage them to submit a bid or proposal. Vendor must provide interested BEP certified vendors with adequate information about the plans, speci?cations, and requirements of the contract in a timely manner to assist them in responding promptly to the solicitation.
Select portions of the work to be performed by BEP certified vendors in order to increase the likelihood that the goal will be achieved. This includes, where appropriate, breaking out contract work items into economically feasible units to facilitate BEP certified vendor participation, even when Vendor might otherwise prefer to perform these work items with its own forces.
Make a portion of the work available to BEP certi?ed vendors and selecting those portions of the work or material needs consistent with their availability, so as to facilitate BEP certified vendor participation.
Negotiate in good faith with interested BEP certi?ed vendors. Evidence of such negotiation must include the names, addresses, email addresses, and telephone numbers of BEP certi?ed vendors that were considered; a description of the information provided regarding the plans and specifications for the work selected for subcontracting and evidence as to why additional agreements could not be reached for BEP certified vendors to perform the work. A Vendor using good business judgment may consider a number of factors in negotiating with BEP certified vendors and may take a ?rm’s price and capabilities into consideration. The fact that there may be some additional costs involved in finding and using BEP certi?ed vendors may not be in itself sufficient reason for a Vendor's failure to meet the goal, as long as such costs are reasonable. Vendors are not required to accept higher quotes from BEP certi?ed vendors if the price difference is excessive or unreasonable.
Thoroughly investigate the capabilities of BEP certified vendors and not reject them as unqualified without documented reasons. The BEP certified vendor's memberships in specific groups, organizations, or associations and political or social af?liations are not legitimate causes for the rejection or non-solicitation of bids and proposals in Vendor's efforts to meet the goal.
Make efforts to assist interested BEPcerti?ed vendors in obtaining lines of credit or insurance as required by the Agency/University.
Make efforts to assist interested BEP certified vendors in obtaining necessary equipment, supplies, materials, or related assistance or services.
State of Illinois Business Enterprise Program Participation and Utilization Plan v. 14.1 Page 27 of 80 GOOD FAITH EFFORTSCONTACT LOG
Use this Log to document a_|l__contactsand responses (telephone, e—mail,fax, etc.) regarding the solicitation of BEP certified vendors within the specific scope of work selected. It is not necessary to show contacts with BEP certi?ed vendors who are identified on the Letter(s) of Intent. Keep and submit copies of all emails sent and received from prospective BEP vendors. Include a copy of the commodity list or scope of work you solicited prospective BEP vendors to perform. Duplicate this log as necessary; do not limityour contacts to the number of spaces shown.
Name of Certified BEP Method of Reason Agreement Was Date Scope of Work solicited Vendor Contact Not Reached
State of Illinois Business Enterprise Program Participation and Utilization Plan v.14.1 Page 28 of 80 LETTEROF INTENT BUSINESSENTERPRISEPROGRAMORVEFERANSMALLBUSINESS
instructions:The Prime Vendor is required to submita separate, signed Letter of Intent (LOI)fromeach BEP/VSBcerti?ed vendor. Lois must be submittedwith the bid/offerand must be signed by both parties. The PrimeVendor shallnot prohibit or otherwise limitthe SEPJVSBcertified vendoris) from providing subcontractor quotes to other potential bidders/vendors.EachL0i must include the negotiated contract percentage, a detailed scope ofworl:to be performed by each identi?edBEFNSBcerti?edvendor and the amount of the subcontmct, ifknown. All LOI'sshallhe sub)ect to Agency approval. Any changes involvingor identifiedEEPIVSBcerti?ed vendor affecting the may not be permitted withoutwritten approvalof the procuring Agency. Project Name: Cisco Equipment, Software and Services ...____..._____._..___.._..______pmjegg/sorycnaugnNumbgfj 22?38*§32 Name oiPrimeVendor: CDW Ggvemment LLCEEPNSB Compliance Contact: Mark Key Address.‘ 230 N. MilwaukeeAvenue 9513': Vernon Hills Sialel iiiinois Zip Code: 60061 Telephone: 312.?O5.4533 Fax: 312.752.3910 Email: [email protected] Name of CertifiedEl BEPor D VSBVendor: Von Technofogies Address Towgr One Lane BEPNSB Compliance Contact: Jordan Mikois City. Woodridge Stale. [L Zip3066- 60181 Telephone: (313) 510-3630 Fax: Email‘ [email protected] Type of agreement: 3 Services [I Supplies El BothServics/Supplies Anticipated start date of the CertifiedBEP/V58Vendor: Mggirx. E535god‘ CL Proposed 13 ‘$6of Contract to be performed by the BE?/VSBVendor. Proposed SubcontractAmount, if known5 NOTE:The Prime Vendor must indicate the percentage ojtheestirnoted contract award that HEP/i/SBVendor. will‘be subcontractedto the certified
Detailed description of work to be performed o?ocis/eq oigmentto be provided by the BE?/VSBVendor: Consuitlngldeslgnossisiance and support to servethe needs oi the CMS Enterprise,ICNbackboneand oonsuiuem State under: cansuilingldeslgnessisiana: services, networks To the meal thatthis tho Pattie: willmuhn?y agree upon a Statementoi Wank(sow). which planfor compkilng the necessary services and sisal} shellprovide a cioiailed outlinethe rulesand xesponsibi?lies ofihe:Parties in completethe services
The Vendor and the certified vendor above hereby agree that upon the execution of a contract for the above-named project between the Vendor and the State of Illinois, the Certi?ed El BEPE] VSBVendor wiliperform the scope of work for the amount/percentage as indicatedabove. Vendor (CompanyName and D/B/A): Certlfie ‘7ioro.pz,2 BEP SB Vertd (Co pany and D/B/A): Signature Print Name: Max Reed g ._...____.___..__....._____. Print Name: JQWQDV‘AA‘ me: Vice President - Program Management We: Aywdwt5,3543,1“ OM18/2016 Date: Date:
Sm: oi Illinois Leiicr oi intent «.14.:
Page 29 of 80 LETTEROF INTENT BUSINESSENTERPRISEPRUGRAM URVETERANSMALL BUSINESS
Instructions: The Prlme Vendor is required to submit a separate, signed Letter of Intent (L0!) from each BEP/VSBcerti?ed vendor. Lols must be submitted with the bid/offerand must be signed by both parties. The Prime Vendor shall not prohibit or OIHEFWSSE limit the BEP/V58certified vendorlslfrom providing subcontractor quotes to other potential bidders/vendors Each Lol must Include the negotiated contract percentage, a detailed scope of work to be performed by each identi?ed BEP/VSBcerti?ed vendor and the amount of the subcontract, if known. All LOi's shall be subject to Agency approval. Any changes involving or affecting the identified BEP/VSBcertified vendor may not be permitted without written approval of the procuring Agency.
Name: Pmect Cisco Equipment, Software and Services Project/somta?un Number: 22038132 Name of Prime Vendor: CDW Government LLC BEPNSB Compliance Contact: Mam Key
Address: 230 NorthMilwaukeeAvenue
CH5“ Vernon Hills State: Illinois 259C°de3 59051 _ Telephone: Fax: Ema“: 312.705.4533 312.752.3910 ashlemm@_cdw.com Name of Certi?ed Ci BEP or E VSB Vendor: Veteran's Cgnsuf?ng [NC Address: 1505 Dayiiiiy Place BEPNSB Compliance Conlacl: Kemple
‘B333 W Cily: State: HIHEQQES Zip Code: S2712»-‘ Telephone: (217) 553-3613 Fax: Email: [email protected] Type of agreement: 3 Services Cl Supplies Cl Both Services/Supplies Anticipated start date ofthe Certi?ed BEP/VSBVendor: Proposed 3_>___%of Contract to be performed by the BEP/S/SBVendor. Proposed Subcontract Amount, if known 3 Not known NOTE: The Prime Vendor must indicate the percentage ofrhe estimated contract award that willbe subcontracted to the certified EEP/V58Vendor. Detailed description of work to be performed or goods/equipment to be provided by the BEP/VSBVendor:
Commodity Code:20400 computer hardware and peripherals - all. Services pertaining to this commodity code outlined in the IFB and commodity code IFB. EEI 101000000.
The vendor and the certi?ed vendor above hereby agree that upon the execution of a contract for the above-named project between the Vendor and the State of illinois,the CertifiedD BEPE VSBVendor willperform the scope of work for the amount/percentage as indicatedabove.
Vendor (Company Name and D/B/ ‘ BEP/VSBVendo (Company Name and D/B/A): \7/I/( a,»,’k % xi. ,/A Signature Sig attire Print Name: Max W. Reed Print Name: . ‘ Eli ZI
V -(me; Vice President, Program Management Title: ?ce.§Ld =3./7L Date: April 19, 2016 Date: /12444:,/5,929/ (ea
State ofIllnois teller ofintent v.14.1
Page 30 of 80 UTILIZATIONPLAN
The Utilization Plan and Letter of Intent must be sealed and submitted separately.
CDW Government LLC (Vendor) submits the following Utilization Plan as part of our bid or offer in accordance with the requirements of the Veteran Small Business Program Status and Participation section of the solicitation for Cisco Equipment,Software and Services (RFP) , lllinois Procurement Bulletin Reference Number 22038132 . We understand that all subcontractors must be certified with the CMS Veteran Small Business Program at the time of submission of all bids/offers.We understand that compliance with this section is an essential part of this contract and that the Utilization Plan will become a part of the contract, if awarded.
Vendor makes the following assurance and agrees to include the assurance in each agreement, subcontract and/or purchase order with a subcontractor or supplier utilized on this contract: We shall not discriminate on the basis of race, color, national origin, sexual orientation or sex in the performance of this contract. Failure to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy, as the Agency deems appropriate.
Vendor submits the following statement:
El Vendor is a certified VOSB/SDVOSBand plans to fully meet the goal through self-performance.
E Vendor has identified certified VOSB/SDVOSBsubcontractorls) to fully meet the established goal and submits the attached completed Letter(s) of intent; or
Cl Vendor has made good faith efforts towards meeting the entire goal, or a portion of the goal, and hereby requests a waiver (complete checklist below).
Vendor‘s person responsible for compliance:
Namei GUS Morison Tim‘-‘3Executive Account Manager
Telephonei 877.881.3257 Ema” gusm@cdw.com
DEMONSTRATION OF GOOD FAITH EFFORTSTO ACHIEVEGOALAND REQUESTFOR WAIVER if the Veteran Small Business participation goal was not achieved, the Good Faith Efforts Procedures and Guidelines outlined in Section 6 will be used to evaluate submitted utilization plans. Vendors providing Good Faith Effort documentation and request for waiver must complete and submit the Good Faith Effort Contact Log with the bid or offer. Failure to submit Good Faith Effort documentation in its entirety shall render Vendor's bid or offer non- responsive or not responsible and cause it to be rejected or render Vendor ineligible for contract award.
Below is a checklist of actions that will be used to evaluate a Vendor's Demonstration of Good Faith Efforts and Request for Waiver. Please check the actions which you completed. if any of the following actions are not completed, please attach a detailed written explanation indicating why such action was not completed. If any other efforts were made to obtain Veteran Small Business participation in addition to the items listed below, attach a detailed description of such efforts. El Utilize the Sellzlllinois website: www2.i|linois.gov[cms[business to identify certified VOSB/SDVOSBvendors within the respective commodity/service codes denoted above and at a minimum email all listed vendors and solicit quotes from all vendors who express an interest via follow-up emails or telephone calls.
State of lllinois 6 Veteran Small Business Participation and Utilization Plan v. 14.1 Page 31 of 80 El Solicit through all reasonable and available means (e.g., attendance at a vendor conference, advertising and/orwritten notices) the interest of certified VOSB/SDVOSBvendors that have the capability to perform the work of the contract. Vendor must solicit this interest within sufficient time to allow the certified VOSB/SDVOSBvendors to respond to the solicitation. Vendor must determine with certainty if the certified VOSB/SDVOSBvendors are interested by taking appropriate steps to follow up initial solicitations and encourage them to submit a bid or proposal. Vendor must provide interested certified VOSB/SDVOSBvendors with adequate information about the plans, specifications, and requirements of the contract in a timely manner to assist them in responding promptly to the solicitation.
Select portions of the work to be performed by certified VOSB/SDVOSBvendors in order to increase the likelihood that the goal will be achieved. This includes, where appropriate, breaking out contract work items into economically feasible units to facilitate certified VOSB/SDVOSBvendor participation, even when Vendor might othenivise prefer to perform these work items with its own forces.
Make a portion of the work available to certified VOSB/SDVOSBvendors and selecting those portions of the work or material needs consistent with their availability, so as to facilitate certified VOSB/SDVOSBvendor participation.
Negotiate in good faith with interested certified VOSB/SDVOSBvendors. Evidence of such negotiation must include the names, addresses, email addresses, and telephone numbers of certified VOSB/SDVOSBvendors that were considered; a description of the information provided regarding the plans and specifications for the work selected for subcontracting and evidence as to why additional agreements could not be reached for certified VOSB/SDVOSBvendors to perform the work. A Vendor using good businessjudgment may consider a number of factors in negotiating with certified VOSB/SDVOSBvendors and may take a firm's price and capabilities into consideration. The fact that there may be some additional costs involved in finding and using certified VOSB/SDVOSBvendors may not be in itself sufficient reason for a Vendor's failure to meet the goal, as long as such costs are reasonable. Vendors are not required to accept higher quotes from certified VOSB/SDVOSBvendors if the price difference is excessive or unreasonable.
Thoroughly investigate the capabilities of certified VOSB/SDVOSBvendors and not reject them as unqualified without documented reasons. The certified VOSB/SDVOSBvendor's memberships in specific groups, organizations, or associations and political or social affiliations are not legitimate causes for the rejection or non-solicitation of bids and proposals in Vendor's efforts to meet the goal.
Make efforts to assist interested certified VOSB/SDVOSBvendors in obtaining lines of credit or insurance as required by the Agency.
Make efforts to assist interested certified VOSB/SDVOSBvendors in obtaining necessary equipment, supplies, materials, or related assistance or services.
State of Illinois Veteran Small Business Participation and Utilization Plan v. 14.1 Page 32 of 80 GOOD FAITH EFFORTSCONTACT LOG
Use this Log to document a_l|contacts and responses (telephone, email, fax, etc.) regarding the solicitation of certified VOSB/SDVOSBvendors within the specific scope of work selected. It is not necessary to show contacts with certified VOSB/SDVOSBvendors who are identified on the Letter(s) of Intent. Keep and submit copies of all emails sent and received from prospective vendors. Include a copy of the commodity list or scope of work you solicited prospective vendors to perform. Duplicate this log as necessary; do not limityour contacts to the number ofspaces shown.
Name of Certi?ed Method of . . Reason Agreement Was Date Scope of work Sohclted VOSB/SDVOSBVendor Contact Not Reached
State of Illinois 8 Veteran Small Business Participation and Utilization Plan v.14.1 Page 33 of 80 QTATE O§ ll ii FORMS B CERTIFICATIONSAND DISCLOSURES
IPBReference if: 22038132 Procurement/Contract#: Cisco Equipment, Software and Services (RFP)
This Forms may B be used when responding to an invitation for Bid(IFB)or a Request for Proposal (RFP)ifthe vendor is registered in the lllinoisProcurementGateway (IPG)and has a valid IPG Registration Number.
if a [PG vendor does not have a valid registration number, then the vendor must complete and submit Forms A with their response. Failureto do so may render the submission non-responsive and result in disqualification. Please read this entire section and provide the requested information as applicable. Allparts in Forms 8 must be completed in fulland submitted along with the vendor's response.
1. Certi?cation of IllinoisProcurement Gateway Registration My business has a valid IllinoisProcurement Gateway (IPG)registration. The State of IllinoisChiefProcurement Office approved the registration and provided the IPG registration number and expiration date disclosedin this Forms B.
To ensure that you have a valid registration in the IPG, search for your business name in the [PG Registered Vendor Directory. if your company does not appear in the search results, then you do not have a valid IPG registration.
lPG Registration it: 20035726 IPG Expiration Date: 9/13/2016
2. Certi?cation Timely to this Solicitation or Contract Vendor certifies it is not barred from having a contract with the State based upon violating the prohibitions related to either submitting/writing specifications or providing assistance to an employee of the State of Illinois by reviewing, drafting, directing, or preparing any invitation for bids, a request for proposal, or request of information, or similar assistance (except as part of a public request for such information). 30 ILCS500/50- 10.5(el, amended by PublicAct No. 97-0895 (August 3, 2012). Yes C] No
3. Replacement Certification to IPG Certi?cation #6 (supersedes response in IPG) If Vendor has been convicted of a felony, Vendor certi?es at least five years have passed since the date of completion of the sentence for such felony, unless no person held responsible by a prosecutor's of?ce for the facts upon which the conviction was based continues to have any involvementwith the business. Vendor further certi?es that it is not barredfrom being awarded a contract. 30 ILCS500/50-10.8 Yes No
4. Disclosure of Lobbyistor Agent (Complete only if bid, offer, or contract has an annual value over $50,000) is your company or parent entityliesl represented by or do you or your parent entity(ies) employ a lobbyist required to register under the Lobbyist Registration Act (lobbyist must be registered pursuant to the Act with the Secretary of State) or an agent who has communicated, is communicating, or may communicate with any State/PublicUniversity officer or employee concerning the bid or offer? if yes, please identify each lobbyist and agent, includingthe name and address below. Yes No
lfyes, please identify each lobbyist and agent, including the name and address below. if you have a lobbyist that does not meet the criteria, than you do not have to disclose the lobbyist’s information. Additionalrows may be inserted into the table or an attachment may be provided if needed.
State of IllinoisChief Procurement OfficeGeneral Services 2 FORMSB Certi?cations and Disclosures V.15.2
Page 34 of 80 .9-"!’211.,'i‘E?fl? ll,l,B,Nl'>l"? FORMS B CERTIFICATIONSAND DISCLOSURES
Describe all costs/fees/compensation/reimbursements related to the assistance provided by each representative lobbyist or other agent to obtain this Agency/University contract: N/A
Disclosureof Current and Pending Contracts Complete only if: (a) your business is for-pro?t and (b) the bid, offer, or contract has an annualvalue over $50,000. Do not complete if you are a not-for-pro?t entity.
Yes No. Do you have any contracts, pending contracts, bids, proposals, subcontracts, leases or other ongoing procurement relationships with units of State of lllinoisgovernment?
if "Yes", please specify below. Additional rows may be inserted into the table or an attachment in the same format may be provided if needed.
’
I Agency]University Project Title Status Value pContract Reference/9.0./Illinois Procurement Bulletins! CMS Sniffer Contract 5 400,000 22030894 CMS BMC Contract $3,500,000 CMS5820160 __M CMS Symantec Anti» Contract $2,000,000 CMS5842920 Virus CMS Symantec Contract $4,000,000 ClC58S179O Enterprise Vault CMS Apple Contract $1,000,000 M_m QC6906300 L ____ ’ CMS EMC Archive Contract $3,000,000 GC4744080 Storage J CMS Microsoft Large Contract $140,000,000 22036892 Account Reseller
CMS MobileWindows Contract $1,200,000 CMS6887400 Tablets CMS EMCSAN Contract $10,000,000 ClC6903610 Storage CMS Desktop and Proposal Status $30,000,000 Ref #2037839 Laptop Signature
As of the date signed below, I certify that:
0 My business‘ informationand the certifications made in the IllinoisProcurement Gateway are truthful and accurate. - The certifications and disclosures made in this Forms B are truthful and accurate.
ThisForms B is signed by an authorized officer or employee on behalf of the bidder, offeror, or vendor pursuant to Sections 50-13 and S0—35of the Illinois Procurement Code, and the affirmation of the accuracy of the ?nancial disclosures is made under penalty of perjury. Thisdisclosure information is submitted on behalf of:
Page 35 of 80 $Tf%TF.OFF€3,5JE\!v',3§§ FORMS B CERTIFICATIONSANDDISCLOSURES
Vendor Name: CDW Government LLE Phone: 312.705.4533 Street Address: 230 N. MilwaukeeAvenue Email: [email protected] Signature:N%1’(~City, State ip: Vernon Hills, 600 Vendor Contact: Ashley Emmert 92!!»%i Date: April 19, 2016 Printed Name: Max Reed
Title: Vice President-Program Management
State of HlinnisChiefProcurement Df?ce General Services FORMSB Ceni?caticns and Disclosures V.15.2
Page 36 of 80 STATE or ILLINOIS‘ TAXPAYERIDENTWICATIONNUMBER
I certify that:
The number shownon this form is my correct taxpayer identi?cationnumber (or Iam waiting for a number to be issuedto me), and I am not subject to backupwithholdingbecause: (a) i am exempt from backupwithholding,or (b) l have not been noti?ed by the internal Revenue Service (IRS)that i am subject to backup withholding as a result of a failure to report all interest or dividends,or (c)the IRShas noti?ed me that i am no longersubject to backup withholding,and Iam a U.S. person (includinga U.5.resident alien).
o if you are an individual,enter your name and SSNas it appears on your SocialSecurity Card. - if you are a sole proprietor, enter the owner's name on the name line followed by the name of the business and the owner’s SSN or EIN. - if you are a single-member LLCthat is disregarded as an entity separate from its owner, enter the owner's name on the name line and the D/B/Aon the business name line and enter the owner's SSNor EIN. » a ifthe LLCis a corporation or partnership, enter the entity's business name and ElNand for corporations, attach IRSacceptance letter (CP261 or CP277). 3. o For all other entities, enter the name of the entity as used to apply for the entity's EINand the E/IN. Name:
Business Name: CDWGovernment LLC Taxpayer identi?cationNumber:
Social Security Number: Clickhere to enter text. or Employer identi?cationNumber: 363310735
, LegalStatus (check one}: : Individual Governmental ElSole Proprietor Nonresident alien Partnership E] Estate or trust Legal Services Corporation Pharmacy (Non-Corp.) I: Tax-exempt Pharmacy/Funeral Home/Cemetery (Corp.) _- Corporation providing or billing LimitedLiability Company medical and/orhealth care services (select applicable tax classi?cation) [: Corporation NOT providing or billing C = corporation
medical and/orhealth care services P = partnershi 2(§‘a"G Signature of AuthorizedRepresentative: 25
Date: April19, 2016 Max Reed, Vice President- Program Management
State of IllinoisChief Procurement Office General Services 5 FORMS3 Certi?cations and Disclosures V.1S.2
Page 37 of 80 B2Gnow Page 1 of 4
Vendor Registration: View Form
General Info Public Profile Users Commodity Codes Contacts&Owners Comments Reviews Certi?cations Site Visits Registrations CDW GOVERNMENT LLC System Vendor Number: 20035726
p—...... —.—.—.—..—.—....—_.~.3 Return to Main Form
Vendor Registration
Form Name F - G. Certifications & Board of Elections
Description Complete section F - G, in order to submit the form. Date Submitted 9/14/2015 Status Accepted Business Name CDW GOVERNMENT LLC Point of Contact YOLANDA BLOMQUIST Flag Form Add Flag
E. Certifications 1. Vendor certifies it and its employees willcomply with applicable provisions of the United States. Civil Rights Act, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act, and applicable rules in performance of this contract.
Yes
2, This applies to individuals, sole proprietorships, general partnerships, and single member LLCs, but is not otherwise applicable. Vendor certi?es he/she is not in default on an educational loan. 5 ILCS 385/3
Yes
3. Vendor certi?es that it has reviewed and willcomply with the Department of Employment Security Law (20 ILCS 1005/1 O05-47) as applicable
Yes
4. Ifyou are awarded a contract for which there was a current Vendor providing the services covered by that contract and the employees of that Vendor who provided those services were covered by a collective bargaining agreement, Vendor certi?es (i) that itwill offer to assume the collective bargaining obligations of the prior employer, including any existing collective bargaining agreement with the bargaining representative of any existing collective bargaining unit or units performing substantially similar work to the services covered by that contract subject to its bid or offer; and (ii)that it shall offer employment to all employees that are then currently employed in any existing bargaining unit who performs substantially similar work to the work that willbe performed pursuant to that contract. This does not apply to heating, air conditioning, plumbing and electrical service contracts. 30 ILCS 500/25-80
Yes
5. Vendor certifies it has neither been convicted of bribing or attempting to bribe an of?cer or employee of the State of Illinoisor any other State, nor made an admission of guilt of such conduct that is a matter of record. 30 ILCS500/50-5
Yes
6. IfVendor has been convicted of a felony, Vendor certi?es at least five years have passed since the date of completion of the sentence for such felony, unless no person held responsible by a prosecutor's office for the facts upon which the conviction was based continues to have any involvement with the business. Vendor further certifies that it is not barred from being awarded a contract. 30 ILCS500/50-10
Yes
https://ipg.vendorreg.com/Vendor/Questionnaire/QuestionnaireView.asp?XID=6949&Ven. .. 7/1 1/2016 Page 38 of 80 B2G110w Page 2 of 4
' 7. ifVendor or any of?cer, director. partner, or other managerial agent of Vendor has been convicted of a felony .. under the Sarbanes~Oxley Act of 2002, or a Class 3 or Class 2 felony under the IllinoisSecurities Law of 1953, Vendor certi?es at least ?ve years have passed since the date ofthe conviction.Vendor further certifies that it is not barred from being awarded a contract. 30 ILCS500/50-10.5
Yes
8. Vendor certi?es that it and its affiliates are not delinquent in the payment of any debt to the University or the State (or ifdelinquent, have entered into a deferred payment plan to pay the debt). 30 ILCS 500/50-11, 5060
Yes
9. Vendor certi?es that it and all af?liates shall collect and remit IllinoisUse Tax on all sales of tangible personal property into the State of Illinoisin accordance with provisions of the IllinoisUse Tax Act. 30 ILCS 500/50-12
Yes
10. Vendor certifies that it has not been found by a court or the Pollution Control Board to have committed a willful or knowing violation of the Environmental Protection Act within the last ?ve years, and is therefore not barred from being awarded a contract. 30 ILCS 500/50-14
Yes
11. Vendor certi?es it has neither paid any money or valuable thing to induce any person to refrain from bidding on a State contract, nor accepted any money or other valuable thing, or acted upon the promise of same, for not bidding on a State contract. 30 ILCS 500/50-25
Yes
12. Vendor certi?es it has read, understands and is not knowingly in violation of the "Revolving Door" provision of the lllinois Procurement Code. 30 ILCS 500/50-30
Yes
13. Vendor certi?es that ifit hires a person required to register under the Lobbyist Registration Act to assist in obtaining any State contract, that none of the lobbyists costs, fees, compensation, reimbursements or other remuneration willbe billed to the State. 30 ILCS500/50-38
Yes 14, Vendor certifies that it willnot retain a person or entity to attempt to in?uence the outcome ofa procurement I31 decision for compensation contingent in whole or in part upon the decision or procurement.30 ILCS 500150-38 Yes
15. Vendor certifies itwill report to the IllinoisAttorney General and the Chief Procurement Of?cer any suspected Q: collusion or other anti—competitivepractice among any bidders, offerors, contractors, proposers, or employees of the State. 30 ILCS 500/50-40, 50-45, 50-50
Yes
16. Vendor certi?es that ifit is awarded a contract through the use of the preference required by the Procurement of Domestic Products Act, then it shall provide products pursuant to the contract or a subcontract that are manufactured in the United States, 30 ILCS 517
Yes
17. Vendor certifies that ifawarded a contract for public works, steel products used or supplied in the performance of that contract shall be manufactured or produced in the United States, unless the executive head of the procuring Agency/University grants an exception in writing. 30 ILCS 565
Yes
18. ifVendor is awarded a contract worth more than $5,000 and employs 25 or more employees, Vendor certi?es it willprovide a drug free workplace pursuant to the Drug Free Workplace Act. 30 ILCS580
Yes
https://ipg.vendo1‘reg.com/Vendor/Questionnaire/QuestionnaircView.asp?XID=6949&Ven... 7/11/2016 Page 39 of 80 B2Gnow Page 3 of 4
19. ifVendor isan individual and is awarded a contract worth more than $5,000, Vendor certi?es it shall not engage in the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance during the performance of the contract pursuant to the Drug Free Workplace Act. 30 ILCS 580
NIA
20. Vendor certi?es that neither Vendor nor any substantially owned af?liate is participating or shall participate in an international boycott in violation of the U.S. Export AdministrationAct of 1979 orthe applicable regulations of the United States Department of Commerce. 30 ILCS 582
Yes
21. Vendor certifies that no foreign—madeequipment, materials, or supplies furnished to the Agency/University under any contract have been or willbe produced in whole or in part by forced labor or indentured labor under penal sanction. 30 ILCS 583
Yes
22. Vendor certi?es that no foreign~made equipment, materials, or supplies furnished to the Agency/University under any contract have been produced in whole or in part by the labor or any child under the age of 12. 30 ILCS 584
Yes
23. Vendor certifies that ifawarded a contract including information technology, electronic information, software, systems and equipment, developed or provided under any contract, itwillcomply with the applicable requirements of the IllinoisInformation Technology Accessibility Act Standards. 30 ILCS 587
Yes
24. Vendor certi?es that if it owns residential buildings, that any violation of the Lead Poisoning Prevention Act has been mitigated. 410 ILCS 45
Yes
25. Vendor certifies it has not been convicted of the offense of bid rigging or bid rotating or any similar offense of any state or of the United States. 720 ILCS 5/33 E—3,E—4,E—11
Yes
26. Vendor certifies it complies with the IllinoisDepartment of Human Rights Act and rules applicable to public contracts, which include providing equal employment opportunity, refraining from unlawful discrimination, and having written sexual harassment policies. 775 ILCS5/2-105
Yes
27. Vendor certifies it does not pay dues to or reimburse or subsidize payments by its employees for any dues or fees to any "discriminatory club." 775 ILCS 25/2
Yes
28. Vendor warrants and certifies that it and. to the best of its knowledge, its subcontractors have and willcomply with Executive Order No. 1 (2007). The Order generally prohibits Vendors and subcontractors from hiring the then» serving Governor's family members to lobby procurement activities of the State, or any other government in Illinois including local governments ifthat procurement may result in a contract valued at over $25,000. This prohibition also applies to hiring for that same purpose any former State employee whose procurement authority at any time during the one-year period preceding the procurement lobbying activity.
Yes
29. Vendor certi?es that it has read, understands and is in compliance withthe registration requirements of the lllinois Elections Code (10 ILCS 5/9-35) and the restrictions on making political contributions and related requirements ofthe lllinoisProcurement Code. 30 ILCS500/20-160 and 50-37 Vendor willnot make a political contribution that willviolate these requirements. Yes
wet
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30. This applies to individuals, sole proprietorships, general partnerships, and single member LLCS, but is not otherwise applicable. Vendor certifies that helshe has not received an early retirement incentive prior to 1993 under Section 14-1083 or 16-133.3 of the IllinoisPension Code or an early retirement incentive on or after 2002 under Section 14408.3 or16—133.3 ofthe IllinoisPension Code‘ (30 ILCS 105/153; 40 ILCS 5/14-1083; 40 ILCS 5/16-133
Yes
G. Board of Elections {EOE} 1. is your business registered with the Board of Elections (BOE)?
Yes, I certify my business is registered with BOE. 10081
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Customer Soggort e|H_E3|l2|PFintThiS Pa E Copyright © 2016 B2Gnow. All rights reserved.
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Vendor Registration: View Form
General Info Public Profile Users Commodity Codes Contacts&Owners Comments Reviews Certi?cations Site Visits Registrations CDW GOVERNMENT LLC System Vendor Number: 20035726
Return to Main Form L__.._...._.___.._.__.._.._..._., Vendor Registration Form Name I. Financial Disclosure 8. Conflicts of Interest Description Complete the Financial Disclosure & Con?icts of Interest fonn Date Submitted 9/14/2015 Status Accepted Business Name CDW GOVERNMENT LLC Point of Contact YOLANDA BLOMQUIST Flag Form Add Flag
l. Financial Disclosures 84Conflicts of Enterest A. Identify the applicable entity type.
Other Privately Held Entity (i.e. LLC, partnership, privately held corporation with 100 or fewer shareholders, or other entity type not clearly identi?ed in another option)
B. ls there a parent entity that owns 100% of the business?
Yes
Document Status Parent Form Attached by YOLANDA E (PDFI 1_17 MB) BLOMQUISTon 9/14/2015 Parent Form (PDF, 787.19 KB)
C. instrument of Ownership or Bene?cial interest
Limited Liability Company Membership Agreement (Series LLC, Low-Profit Limited Liability Partnership)
1. Is there any individual or entity who meets ANYof the following thresholds: (a) Owns more than 5% of the business, (b) Holds ownership share ofthe business valued in excess of $106,447.20, (C)Is entitled to more than 5% of the business’ distributive income, or (d) Is entitled to more than $106,447.20 of the business’ distributive income?
Yes, the information is not publicly available (If any individuals are listed, answer Yes or No to questions 5-8 and 11-20.)
Document Status List of individuals or entities meeting one or more of the listed Attached by YOLANDA thresholds. BLOMQUISTon 9/14/2015 IPG Percentacle of Ownership and Distributive Income Form (DOCX, 146.59 KB)
2. Please certify that the following statement is true: all individuals or entities ‘gs’: that hold an ownership interest in the business of greater than 5% or valued greater than $106,447.20 have been disclosed in Question 1,
Yes
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31Please certify that the following statement is true: all individuals or entities that were entitled to receive distributive income in an amount greater than $106,447.20 or greater than 5% of the total distributive income of the business have been disclosed in Question 1. Yes
4. Disclosure of Board of Directors for Not-for-Profit entities.
Not applicable - For-Profit Entity
5. For the individuals disclosed above in question 1 and for sole proprietors, are any of them a person who holds an elective of?ce in the State of Illinois or holds a seat in the General Assembly, or are they the spouse or minor child of such person?
No
B, For the individuals disclosed above in question 1 and for sole proprietors, are any of them appointed to or employed in any of?ces or agencies of State government and receive compensation for such employment in excess of 60% ($106,447.20) ofthe salary of the Governor, or are any of them the spouse or minor child of such person?
No
7. For the individuals disclosed above in question 1 and for sole proprietors, are any of them an of?cer or employee of the Capital Development Board or the IllinoisToll Highway Authority, or are any of them the spouse or minor child of such person?
No
8. For the individuals disclosed above in question 1 and for sole proprietors, are any of them appointed as a member ofa board, commission, authority, or task force authorized or created by State law or by executive order of the Governor, or are they the spouse or an immediate family member who currently resides or resided with such person within the last 12 months?
No
9. Ifany question in 5-8 above is answered yes, please answer the following: Do any of the individuals identi?ed, their spouse, or minor child receive from the entity more than 7.5% of the entity's total distributable income or an amount of distributable income in excess of the salary of the Governor ($177,412.00)?
No
10. ifany question in 5-8 above is answered yes, please answer the following: is there a combined interest of any individual identified along with their spouse or minor child of more than 15% in the aggregate of the entity's distributable income or an amount of distributable income in excess of two times the salary of the Governor ($354,824.00)?
No
11. For the individuals disclosed above in question 1 and for sole proprietors, do any of them currently have, or in the previous 3 years had State employment, including contractual employment of services? This does not include contracts to provide goods or services to the State as a vendor.
No
12. For the individuals disclosed above in question 1 and for sole proprietors, have their spouse, father, mother, son, or daughter, had State employment, including contractual employment for services, in the previous 2 years? This
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does not include contracts to provide goods or services to the State as a vendor.
No
13. For the individualsdisclosed above in question 1 and for sole proprietors. do any of them currently hold or have held in the previous 3 years elective of?ce ofthe State of Illinois, the government of the United States, or any unit of local government authorized by the Constitution of the State of lllinoisor the statutes of the State of lllinois?
No
14. For the individuals disclosed above in question 1 and for sole proprietors, do any of them have a relationship to anyone (spouse, father, mother, son, or daughter) holding elective office currently or in the previous 2 years? No
151 For the individuals disclosed above in question 1 and for sole proprietors, do any of them hold or have held in the previous 3 years any appointive government office of the State of Illinois, the United States of America, or any unit of local government authorized by the Constitution of the State of Illinois or the statutes of the State of Illinois, which of?ce entitles the holder to compensation in excess of expenses incurred in the discharge of that? No
16. Forthe individuals disclosed above in question 1 and for sole proprietors, do any of them have a relationship to anyone (spouse, father, mother, son, or daughter) holding appointive of?ce currently or in the previous 2 years?
No
17. For the individuals disclosed above in question 1 and for sole proprietors, do any of them currently have or in the previous 3 years had employment as or by any registered lobbyist of the State government?
No
18. For the individuals disclosed above in question 1 and for sole proprietors, do any of them currently have or in the previous 2 years had a relationship to anyone (spouse, father, mother, son, or daughter) that is or was a registered lobbyist?
No
191 For the individuals disclosed above in question 1 and for sole proprietors, do any of them currently have or in the previous 3 years had compensated employment by any registered election or re-election committee registered with the Secretary of State or any county clerk in the State of Illinois, or any political action committee registered with either the Secretary of State or the Federal Board of Elections?
No
20. For the individuals disclosed above in question 1 and for sole proprietors, do any of them currently have or in the previous 2 years had a relationship to anyone (spouse, father, mother, son, or daughter) who is or was a compensated employee of any registered election or reelection committee registered with the Secretary of State or any county clerk in the State of lllinois, or any political action committee registered with either the Secretary of State orthe Federal Board of Elections?
No
21. Has there been any debarment from contracting with any governmental entity within the previous ten years? This applies to all sole proprietors, for-
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pro?t entities, not-for-pro?t entities, and for the individuals disclosed in question 1 above.
No
22. Has there been any professional licensure discipline within the previous ten years? This applies to all sole proprietors, for-pro?t entities, not-for-pro?t entities, and forthe individuals disclosed in question 1 above,
No
23. Has there been any bankruptcy within the previous ten years? This applies to all sole proprietors, for—pro?tentities, not»for»profit entities, and for the individuals disclosed in question 1 above.
No
24. Have there been any adverse civiljudgments and/or administrative ?ndings within the previous ten years? This applies to all sole proprietors, for—pro?tentities, not-for-pro?t entities, and for the individuals disclosed in question 1 above.
No
25. Have there been any criminal felony convictions within the previous ten years? This applies to all sole proprietors, for-profit entities, not-for-pro?t entities, and for the individuals disclosed in question 1 above. No
Actdiéicnal information Staff Attached File(s) i
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ii I CustonaerSugigoirti Héé?éiiiviieig| Print This Page | Print To PDF Copyright © 2016 B2Gnow. All rights reserved.
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Emmt Q_£m._mC\.>Owemmmucm?ma:9: ucmEncm LO _m:u_>_u:_ commuomm?uum ucmmEm: 9: w_u_>En_ I Emzm Q_£m._wr:SO .H
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._.x$ Eta OwEm; v_uU u U1...EmEEm>oo \ SEO”. m_>_ouz_ m>_5m_E.u.E n_z< n___._mEz>>o ".0 mu<»zm_umm_n_ ><>>m_» Page 46 of 80 EDGAR%nline CDW CORP FORM 10—K (Annual Report) Filed 02/26/15 for the Period Ending 12/31/14 Address 200 N MILWAUKEE AVE VERNON HILLS, IL60061 Telephone 8474656000 CIK 0001402057 Symbol CDW SIC Code 5961 — Catalog and Mail-Order Houses Fiscal Year 12/31 "°““*”‘ “YEDGARb1?ine http://www.edgar~on|ine.com © Copyright 2015. EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. Page 47 of 80 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10—K (Mark One) E ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the ?scal year ended December 31, 2014 or Cl TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35985 (Exact name of registrant as speci?ed in its charter) Delaware 26-0273989 (State or other jurisdi than of (I.R.S. Employer incorporation or organization) Identi?cation N04) 200 N. Milwaukee Avenue Vernon Hills, Illinois 60061 (Address ofprincipal executive offices) (Zip Code) (847) 465-6000 (RegisIrant’s telephone number, including area code) None (Former name, former address and former ?scal year, it’changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class: Name of each exchange on which registered Common stock, par value 80.01 per share NASDAQGlobal Select Market Securities registered pursuant to Section 12(g) ofthe Act: None Indicate by check mark if the registrant is a well-knownseasoned issuer, as de?ned in Rule 405 ofthe Securities Act. Yes D No Indicate by check mark if the registrant is not required to tile reports pursuant to Section l3 or Section l5(d) ofthe Act, El Yes lZl No Indicate by check mark whether the registrant (1) has ?led all reports required to be filed by Section 13 or l5(d) oflhc Securities Exchange Act ofl934 during the preceding 12 months (or for shorter period that the registrant was required to ?le such reports), and (2) has been subject to such ?ling requirements for the past 90 days. El Yes El No Indicate by check mark whether the registrant has submittedelectronically and posted on its corporate Web site, ifany, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S~T (§232.40S of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such filcs). Yes D No Indicate by check mark if disclosure of delinquent ?lers pursuant to item 405 of Regulation S—K(§ 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in de?nitive proxy or information statements incorporated by reference in Part III ofthis Form 10-K or any amendment to this Form 10-K. El Indicate by check mark whether the registrant is a large accelerated ?ler, an accelerated ?ler, a non-accelerated ?ler, or a smaller reporting company. See the de?nitions of“large accelerated ?ler,“ “accelerated filer,“ and "smaller reporting company" in Rule 12b-Zof the Exchange Act (Check one): Large accelerated ?ler Accelerated ?ler El Page 48 of 80 ll.l,,§h!Q!S PRQCLIREi‘.ilE9~!T?!‘».TE¥A!!1‘! FINANCIALDISCLOSURESANDCONFLICTSOF INTERESTFORM FOR PARENTENTITY Thisdisclosure is submitted for : CDW LLC(parent to CDW Government LLC) This Financial Disclosures and Conflicts of Interest Form must be accurately completed and submitted by the Parent Entity with 100% ownership of the Vendor applying for or holding registration within the IllinoisProcurement Gateway. If Parent Entity is 100% owned by another entity (”Parent's Parent Entity"), then the Parent's Parent Entity must complete this disclosure form. This disclosure requirement continues for each successive parent until the level where the parent entity does not have 100% ownership. Parent entities with less than 100% ownership do not need to complete this form. There are seven steps to this form and each must be completed as instructed. The Agency/University will consider this form when evaluating the vendor's bid, offer, or proposal or awarding the contract. The requirement of disclosure of financial interests and conflicts of interest is a continuing obligation. if circumstances change and the disclosure is no longer accurate, then disclosing entities must provide an updated form. Vendor Name CDW Government LLC Doing Business As (DBA) N/A Disdoslng Entity CDW LLC(parent to CDW Government LLC)) Disclosing Entity's Parent CDW Corporation Entity‘ Instrument of Ownership or Other X Ifyou selected Other, please describe: Limited LiabilityCompany Beneficial Interest State of IllinoisChief Procurement Office 1 ILProcurement Gateway: FinancialDisclosures and Conflicts of Interest Form for Parent Entity V.14.1 Page 49 of 80 FINANCIALDISLCOSURES AND CONFLICTSOF INTEREST FORM FOR PARENT ENTITY You must select one of the six options below and select the documentation you are submitting. You must provide the documentation the applicable section requires with this form. Option 1 — PubliclyTraded Entities 1.A. Complete Step 2, Option A for each qualifying individual or entity holding any ownership or distributive income share in excess of 5% or an amount greater than 60% ($106,447.20) of the annual salary ofthe Governor. OR 1.B. Attach a copy of the Federal 10—Kor provide a web address ofan electronic copy of the Federal 10—K,and skip to Step 3. Option 2 — Privately Held Entities with more than 200 Shareholders 2.A. Complete Step 2, Option A for each qualifying individual or entity holding any ownership or distributive income share in excess of 5% or an amount greater than 60% ($106,447.20) of the annual salary ofthe Governor. OR 28. Complete Step 2, Option A for each qualifying individual or entity holding any ownership share in excess of 5% and attach the information Federal 10—Kreporting companies are required to report under 17 CFR229.401. Option 3 —Allother Privately Held Entities, not including Sole Proprietorships 3.A. Complete Step 2, Option A for each qualifying individual or entity holding any ownership or distributive income share in excess of 5% or an amount greater than 60% ($106,447.20) of the annual salary ofthe Governor. Option 4- Foreign Entities 4.A. Complete Step 2, Option A for each qualifying individual or entity holding any ownership or distributive income share in excess of 5% or an amount greater than 60% ($106,447.20) of the annual salary of the Governor. OR 4.B. Attach a copy of the Securities Exchange Commission Form 20—For 40-F and skip to Step 3. Option 5 — Not—for«Profit Entities Complete Step 2, Option B. Option 6- Sole Proprietorships Skip to Step 3. State of IllinoisChiefProcurement Office 2 ll. Procurement Gateway: FinancialDisclosuresand Conflicts of Interest Form for Parent Entity V.14.1 Page 50 of 80 FlNAl\!C!AE.DlS!,_CQSl.lRES AND CONFLICTSOF IBITERESTFOREI! FOR PARENT ENTITY Option 5 — Not-for—ProfitEntities Complete Step 2, Option B. Option 6 — Sole Proprietorships Skipto Step 3. State of IllinoisChief Procurement Office ILProcurement Gateway: FinancialDisclosuresand Conflicts of interest Form for Parent Entity V.14.1 Page 51 of 80 FINANCIALDISLCOSURESAND CONFLICTSOF INTEREST FORM FOR PARENT ENTITY Complete either Option A (for all entities other than not~for-profits) or Option B (for not-for—profits). Additional rows may be inserted into the tables or an attachment may be provided if needed. OPTION A —- Ownership Share and Distributive Income Ownership Share — If you selected Option 1.A., 2.A., 2.B., 3.A., or 4.A. in Step 1, provide the name and address of each individual or entity and their percentage of ownership if said percentage exceeds 5%, or the dollar value of their ownership if said dollar value exceeds $106,447.20. Check here if including an attachment with requested information in a format substantially similar to the format below. TABLE - X Name Address Percentage of Ownership SValue of Ownership CDW Corporation 230 N. Milwaukee Ave, Vernon 100% Clickhere to enter text. Hills, IL60061 Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Click here to enter text. Click here to enter text. Clickhere to enter text. Clickhere to enter text. Click here to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Click here to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Click here to enter text. Distributive Income - If you selected Option 1.A., 2.A., 3.A., or 4.A. in Step 1, provide the name and address of each individual or entity and their percentage of the disclosing vendor's total distributive income if said percentage exceeds 5% of the total distributive income of the disclosing entity, or the dollar value of their distributive income if said dollar value exceeds $106,447.20. Check here if including an attachment with requested information in a format substantially similar to the format below. TABLE—Y Name Address % of Distributive Income $ Value of Distributive Income Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. State of IllinoisChiefProcurement Office ILProcurement Gateway: FinancialDisclosuresand Conflicts of Interest Form for Parent Entity V.14.1 Page 52 of 80 FWANCIAL DISLCOSURESAND CONFLICTSOF INTERESTFORM FOR PARENT ENTITY Pleasecertify that the following statements are true. I have disclosed all individuals or entities that hold an ownership interest of greater than 5% or greater than $106,447.20. X Yes No I have disclosed all individuals or entities that were entitled to receive distributive income in an amount greater than $106,447.20 or greater than 5% of the total distributive income of the disclosing entity. X Yes No OPTION B —- Disclosure of Board of Directors (Not-for-Profits) Ifyou selected Option 5 in Step 1, list members of your board of directors. Please include an attachment if necessary. ~T7\—BLE— 2 i Name Address Clickhere to enter text. Click here to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Click hereto enter text. Clickhere to enter text. Clickhereto enter text. Clickhere to enter text. Clickhereto enter text. Clickhere to enter text. Click here to enter text. Step 3 must be completed for each person disclosed in Step 2, Option A and for sole proprietors identified in Step 1, Option 6 above. Please provide the name of the person for which responses are provided: N/A 1. Do you hold or are you the spouse or minor child who holds an elective office in the State of V85 N0 Illinoisor hold a seat in the General Assembly? 2. Have you, your spouse, or minor child been appointed to or employed in any offices or Yes No agencies of State government and receive compensation for such employment in excess of 60% ($106,447.20) of the salary of the Governor? 3. Are you or are you the spouse or minor child of an officer or employee of the Capital YES NO Development Board or the Illinois Toll Highway Authority? State of IllinoisChief Procurement Office 5 ILProcurement Gateway: Financial Disclosuresand Conflictsof Interest Form for Parent Entity V 14.1 Page 53 of 80 F!NANClALDISLCOSURESAND CONFLICTSOF INTERESTFORM FOR PARENT ENTITY 4. Have you, your spouse, or an immediate family member who lives in your residence Yes No currently or who lived in your residence within the last 12 months been appointed as a member of a board, commission, authority, or task force authorized or created by State law or by executive order ofthe Governor? S. if you answered yes to any question in 1-4 above, please answer the following: Do you, your Yes No spouse, or minor child receive from the vendor more than 75% of the vendor's total distributable income or an amount of distributable income in excess of the salary of the Governor ($177,412.00)? 6. if you answered yes to any question in 1-4 above, please answer the following: is there a Yes No combined interest of self with spouse or minor child more than 15% ($354,824.00) in the aggregate of the vendor's distributable income or an amount ofdistributable income in excess of two times the salary of the Governor? Step 4 must be completed for each person disclosed in Step 2, Option A and for sole proprietors identified in Step 1, Option 6 above. Please provide the name of the person for which responses are provided: N/A 1. Do you currently have, or in the previous 3 years have you had State employment, including Yes No contractual employment of services? 2. Has your spouse, father, mother, son, or daughter, had State employment, including contractual employment for services, in the previous 2 years? Yes No 3, Do you hold currently or have you held in the previous 3 years elective office of the State of yes No Illinois,the government of the United States, or any unit of local government authorized by the Constitution of the State of Illinoisor the statutes of the State of Illinois? 4. Do you have a reiationship to anyone (spouse, father, mother, son, or daughter) holding yes No elective office currently or in the previous 2 years? 5. Do you hold or have you held in the previous 3 years any appointive government office of yes No the State of lllinois,the United States of America, or any unit of local government authorized by the Constitution of the State of lllinoisor the statutes of the State of Illinois,which office entitles the holder to compensation in excess of expenses incurred in the discharge of that office? 6. Do you have a relationship to anyone (spouse, father, mother, son, or daughter) holding yes No appointive office currently or in the previous 2 years? 7. Do you currently have or in the previous 3 years had employment as or by any registered yes No lobbyist of the State government? State of lllinoisChief Procurement Office 6 ILProcurement Gateway: FinancialDisclosuresand Conflictsof Interest Form for Parent Entity V.14.1 Page 54 of 80 FINANCIALDISLCOSURESAND CONFLICTSOF INTERESTFORM FOR PARENTENTITY 8. Do you currently have or in the previous 2 years had a relationship to anyone (spouse, Yes No father, mother, son, or daughter) that is or was a registered lobbyist? 9. Do you currently have or the in previous 3 years had compensated employment by any Yes No registered election or re—electioncommittee registered with the Secretary of State or any county clerk in the State of Illinois,or any political action committee registered with either the Secretary of State or the Federal Board of Elections? 10. Do you currently have or the previous in 2 years had a relationship to anyone (spouse, Yes No father, mother, son, or daughter) who is or was a compensated employee of any registered election or reelection committee registered with the Secretary of State or any county clerk in the State of Illinois,or any political action committee registered with either the Secretary of State or the Federal Board of Elections? if you answered ”Yes” in Step 3 or Step 4, please provide on an additional page a detailed explanation that includes, but is not limited to the name, salary, State agency or university, and position title of each individual. N/A This step must be completed for each person disclosed in Step 2, Option A, Step 3, and for each entity and sole proprietor disclosed in Step 1. Please provide the name of the person or entity for which responses are provided: N/A 1. Within the previous ten years, have you had debarment from contracting with any Yes No governmental entity? 2. Within the previous ten years, have you had any professional licensure discipline? Yes ‘ No 3. Within the previous ten years, have you had any bankruptcies? Yes No State at IllinoisChief Procurement Office II.Procurement Gateway: FinancialDisclosuresand Conflictsof Interest Form for Parent Entity V1441 Page 55 of 80 FINANCIALDISLCOSURESAND CONFLICTSOF INTERESTFORM FOR PARENT ENTITY 4. Within the previous ten years, have you had any adverse civiljudgments and administrative Yes X No findings? 5. Within the previous ten years, have you had any criminal felony convictions? Yes 3‘ No Ifyou answered ”Yes",please provide a detailed explanation that includes, but is not limited to the name, State agency or university, and position title of each individual. N/A This disclosure is signed, and made under penalty of perjury for all for~pro?t entities, by an authorized officer or employee on behalf of the bidder or offeror pursuant to Sections 50-13 and 50-35 of the IllinoisProcurement Code. This disclosure information is submitted on behalf of: Name of Disclosing Entity: DW Corporation Signature: Date: Wednesday, September 2, 2015 7 Printed Name: MattFad Title: Proposals Supervisor Phone Number: 2034351-7229 EmailAddress: mattf|[email protected] State of IllinoisChief Procurement Office 8 ILProcurement Gateway: FinancialDisclosuresand Conflicts of interest Form for Parent Entity V.14.1 Page 56 of 80 !!.ltll\!QlSPRC)lC!..JREl\!IE§\lT C.-3!«—‘J!'E\!l.lA\! FINANCIALDISCLOSURESAND CONFLICTSOF INTERESTFORM FOR PARENT ENTITY This disclosure is submitted for : CDW Coporation (parent to CDW LLC, and ultimate parent to Vendor (CDW Government LLC)) This Financial Disclosures and Conflicts of interest Form must be accurately completed and submitted by the Parent Entity with 100% ownership of the Vendor applying for or holding registration within the IllinoisProcurement Gateway. if Parent Entity is 100% owned by another entity (”Parent’s Parent Entity”), then the Parent’s Parent Entity must complete this disclosure form. This disclosure requirement continues for each successive parent until the level where the parent entity does not have 100% ownership. Parent entities with less than 100% ownership do not need to complete this form. There are seven steps to this form and each must be completed as instructed. The Agency/University willconsider this form when evaluating the vendor’s bid, offer, or proposal or awarding the contract. The requirement of disclosure of financial interests and conflicts of interest is a continuing obligation. if circumstances change and the disclosure is no longer accurate, then disclosing entities must provide an updated form. Vendor Name CDW Government LLC Doing Business As (DBA) N/A Dlsdosmg Emmy CDW Corporation (parent to CDW LLC,and ultimate parent to Vendor (CDWGovernment LLC)) Entity’s Parent Disclosing N/A Entity instrument of Ownership or Corporate Stock (C-Corporation, S-Corporation, Professional Corporation, Service Beneficial interest Corporation) Ifyou selected Other, please describe: Clickhere to enter text. State of IllinoisChief Procurement Of?ce 1 ILProcurement Gateway: FinancialDisclosures and Conflicts of Interest Form for Parent Entity V4143 Page 57 of 80 F|NANClAL DISLCOSURESAND CONFLICTSOF lNTEREST FORM FOR PARENTENTITY You must select one of the six options below and select the documentation you are submitting. You must provide the documentation the applicable section requires with this form. Option 1 — PubliclyTraded Entities 1.A. Complete Step 2, Option A for each qualifying individual or entity holding any ownership or distributive income share in excess of 5% or an amount greater than 60% ($106,447.20) of the annual salary of the Governor. OR 1.B. Attach a copy of the Federal 10-K or provide a web address ofan electronic copy of the Federal 10~i<,and skip to Step 3. “Please note that all revenue for CDW Government LLC and its affiliates is aggregated, and the reporting is done solely through CDW Government's ultimate parent company, CDW Corporation. The 10—Kcan be found here: http://investor.cdw.com/financialscfm Option 2 — Privately Held Entities with more than 200 Shareholders 2.A. Complete Step 2, Option A for each qualifying individual or entity holding any ownership or distributive income share in excess of 5% or an amount greater than 60% ($106,447.20) of the annual salary of the Governor. OR 2.8. Complete Step 2, Option A for each qualifying individual or entity holding any ownership share in excess of 5% and attach the information Federal 10—Kreporting companies are required to report under 17'CFR229.401. Option 3 — Allother Privately Held Entities, not including Sole Proprietorships 3.A. Complete Step 2, Option A for each qualifying individual or entity holding any ownership or distributive income share in excess of 5% or an amount greater than 60% ($106,447.20) of the annual salary ofthe Governor. Option 4 ~ Foreign Entities 4.A. Complete Step 2, Option A for each qualifying individual or entity holding any ownership or distributive income share in excess of 5% or an amount greater than 60% ($106,447.20) of the annual salary of the Governor. OR 4.8. Attach a copy of the Securities Exchange Commission Form 20—For 40—Fand skip to Step 3. State of IllinoisChief ProcurementOffice 2 ILProcurement Gateway: FinancialDisclosuresand Conflicts of interest Form for Parent Entity V.14.1 Page 58 of 80 FINANCIALDISLCOSURESAND CONFLICTSOF INTEREST FORM FOR PARENT ENTITY Option 5 — Not—for—Pro?tEntities Complete Step 2, Option B. Option 6 — Sole Proprietorships Skip to Step 3. State of IllinoisChief Procurement Office ILProcurement Gateway: FinancialDisclosuresand Conflicts of Interest Form for Parent Entity V.14.l Page 59 of 80 FINANCIALDISLCOSURESAND CONFLICTSOF INTEREST FORM FOR PARENT ENTITY Complete either Option A (for all entities other than not-for—profits) or Option B (for not-for-profits). Additional rows may be inserted into the tables or an attachment may be provided if needed. OPTION A — Ownership Share and Distributive Income Ownership Share - if you selected Option 1.A., 2.A., 2.8., 3.A., or 4.A. in Step 1, provide the name and address of each individual or entity and their percentage of ownership if said percentage exceeds 5%, or the dollar value of their ownership if said dollar value exceeds $106,447.20. Check here if including an attachment with requested information in a format substantially similar to the format below. TABLE— X Name Address Percentage of Ownership 5Value of Ownership Ciickhere to enter text. Clickhere to enter text. Click here to enter text. Clickhere to enter text. Clickhere to enter text. lickhere to enter text. l Clickhere to enter text. Click here to enter text. iclickhere to enter text. lClicl Distributive income — If you selected Option 1.A., 2.A., 3A., or 4.A. in Step 1, provide the name and address of each individual or entity and their percentage of the disclosing vendor's total distributive income if said percentage exceeds 5% of the total distributive income of the disclosing entity, or the dollar value of their distributive income if said dollar value exceeds $106,447.20. Check here if including an attachment with requested information in a format substantially similar to the format below. TABLE- Y Name Address % of Distributive Income SValue of Distributive income Clickhere to enter text. lClickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. lClickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. State of IllinoisChief Procurement Of?ce ILProcurement Gateway: FinancialDisclosuresand Conflicts of Interest Form for Parent Entity V.14.1 Page 60 of 80 ,_ __ l_w. __ __ ,__. _C_ FlNANClALDISLCOSURESAND CONFLICTSOF INTEREST FORM FOR PARENTENTITY Please certify that the following statements are true. I have disclosed all individuals or entities that hold an ownership interest of greater than 5% or greater than $106,447.20. Yes No I have disclosed all individuals or entities that were entitled to receive distributive income in an amount greater than $106,447.20 or greater than 5% of the total distributive income of the disclosing entity. Yes No OPTION B — Disclosure of Board of Directors (Not—for—Profits) Ifyou selected Option Sin Step 1, list members of your board of directors. Please include an attachment if necessary. TABLE-Z Name Address Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Clickhere to enter text. Step 3 must be completed for each person disclosed in Step 2, Option A and for sole proprietors identified in Step 1, Option 6 above. Please provide the name of the person for which responses are provided: N/A 1. Do you hold or are you the spouse or minor child who holds an elective office in the State of Yes No lllinoisor hold a seat in the General Assembly? 2. Have you, your spouse, or minor child been appointed to or employed in any offices or Yes No agencies of State government and receive compensation for such employment in excess of 60% ($106,447.20) of the salary of the Governor? 3. Are you or are you the spouse or minor childof an officer or employee of the Capital Yes No Development Board or the lllinoisToll Highway Authority? State of IllinoisChief Procurement Of?ce iLProcurement Gateway: FinancialDisclosuresand Conflictsof interest Form for Parent Entity V14. 1 Page 61 of 80 FINANCIALDlSLCOSURESAND CONFLICTSOF INTERESTFORM FOR PARENT ENTITY 4. Have you, your spouse, or an immediate family member who lives in your residence Yes No currently or who lived in your residence within the last 12 months been appointed as a member of a board, commission, authority, or task force authorized or created by State law or by executive order of the Governor? 5. Ifyou answered yes to any question in L4 above, please answer the following: Do you, your Yes No spouse, or minor child receive from the vendor more than 7.5% of the vendor's total distributable income or an amount of distributable income in excess of the salary of the Governor ($177,412.00)? 6. if you answered yes to any question in 1-4 above, please answer the following: is there a Yes No combined interest of self with spouse or minor child more than 15% ($354,824.00) in the aggregate of the vendor's distributable income or an amount of distributable income in excess of two times the salary of the Governor? Step 4 must be completed for each person disclosed in Step 2, Option A and for sole proprietors identified in Step 1, Option 6 above. Please provide the name of the person for which responses are provided: N/A 1. Do you currently have, or in the previous 3 years have you had State employment, including Yes No contractual employment of services? 2. Has your spouse, father, mother, son, or daughter, had State employment, including contractual employment for services, in the previous 2 years? . Yes No 3. Do you hold currently or have you held in the previous 3 years elective office of the State of Yes No lllinois,the government of the United States, or any unit of local government authorized by the Constitution of the State of Illinoisor the statutes of the State of Illinois? 4. Do you have a relationship to anyone (spouse, father, mother, son, or daughter) holding yes No elective office currently or in the previous 2 years? 5. Do you hold or have you held in the previous 3 years any appointive government office of Yes No the State of lllinois,the United States of America, or any unit of localgovernment authorized by the Constitution of the State of lllinois or the statutes of the State of Illinois,which office entitles the holder to compensation in excess of expenses incurred in the discharge of that office? 6. Do you have a relationship (spouse, to anyone father, mother, son, or daughter) holding yes No appointive office currently or in the previous 2 years? 7. Do you currently have or in the previous 3 years had employment as or by any registered yes No lobbyist of the State government? State of IllinoisChief Procurement Of?ce 5 ILProcurement Gateway: FinancialDisclosuresand Conflictsof Interest Form for Parent Entity V.14.Il Page 62 of 80 FINANCIALDISLCOSURESAND CONFLICTSOF INTERESTFORM FOR PARENT ENTITY 8. Do you currently have or in the previous 2 years had a relationship to anyone (spouse, yes No father, mother, son, or daughter) that is or was a registered lobbyist? 9. Do you currently have or in the previous 3 years had compensated employment by any yes No registered election or re-election committee registered with the Secretary of State or any county clerk in the State of lllinois, or any political action committee registered with either the Secretary of State or the Federal Board of Elections? 10. Do you currently have or in the previous 2 years had a relationship to anyone (spouse, yes No father, mother, son, or daughter) who is or was a compensated employee of any registered election or reelection committee registered with the Secretary of State or any county clerk in the State of Illinois,or any political action committee registered with either the Secretary of State or the Federal Board of Elections? Ifyou answered ”Yes” in Step 3 or Step 4, please provide on an additional page a detailed explanation that includes, but is not limited to the name, salary, State agency or university, and position title of each individual. N/A This step must be completed for each person disclosed in Step 2, Option A, Step 3, and for each entity and sole proprietor disclosed in Step 1. Please provide the name of the person or entity for which responses are provided: N/A 1. Within the previous ten years, have you had debarment from contracting with any Yes x No governmental entity? 2. Within the previous ten years, have you had any professional licensure discipline? Yes X No 3. Within the previous ten years, have you had any bankruptcies? Yes x No State ofillinois ChiefPmcurementof?ce 7 ILProcurement Gateway: FinancialDisclosuresand Conflicts of interest Form for Parent Entity V.14.1 Page 63 of 80 FINANCIALDISLCOSURESAND CONFLICTSOF INTERESTFORM FOR PARENTENTITY 4. Within the previous ten years, have you had any adverse civiljudgments and administrative Yes X No findings? 5. Within the previous ten years, have you had any criminal felony convictions? Yes X No ifyou answered "Yes", please provide a detailed explanation that includes, but is not limited to the name, State agency or university, and position title of each individual. N/A This disclosure is signed, and made under penalty of perjury for all for-profit entities, by an authorized officer or employee on behalf of the bidder or offeror pursuant to Sections 50-13 and 50-35 of the Illinois Procurement Code. This disclosure information is submitted on behalf of: Name of Disclosing Entity: CDW/Corporation Signature: Date: Wednesday, September 2, 2015 Printed Name:./t Floé,/ Title: Proposals Supervisor Phone Number: 203—851—7229 EmailAddress: [email protected] State of IllinoisChief Procurement Office lLProcurement Gateway: FinancialDisdosuresand Conflicts of interest Form for Parent Entity V.14.1 Page 64 of 80 SMARTnet RENEWAL QUOTE FOR CITY OF EVANSTON IL EFFECTIVE COVERAGE CO-TERMED THROUGH SEPTEMBER 15, 2021 Please Note: This Quote is valid until October 04, 2020 Quotes Generated On: August 07, 2020 CDW Proprietary and Confidential Contract Type Contract Number Quote Number Service Description SNT 200272505 421129711 8x5xNext Business Day SNTP 200272505 421129711 Premium 24x7x4 C4P 200272505 421129711 Onsite Premium 24x7x4 SSSNT 200272505 421129711 SSSNT ECMU 200272505 421129711 ECMU Total: Customer is responsible to pay freight charges. Estimated or actual freight charges are not included in quotes (unless specifically stated). This quote excludes sales tax (unless specifically stated). Acceptance of Terms and Conditions of Sales and Services By ordering or accepting delivery of Products from Seller or by engaging Seller to perform or to procure Services on behalf of Customer, Customer thereby signifies its agreement with Seller: (i) The terms and conditions provided on this link apply: http://www.cdw.com/content/terms-conditions/default.aspx, except if there is an effective written agreement between the parties applicable to the Transaction, then the terms and conditions governing the Transaction are those contained in such effective written agreement; and (ii) that if Customer delivers or conveys to Seller by any means: (a) any additional terms or conditions; or (b) any terms or conditions that differ in any respect, material or otherwise, from those governing the Transaction, then such terms or conditions will be null and void unless accepted in a writing executed by the authorized signatories of both parties. Page 65 of 80 CDW Account Manager: Jacob George (X406) 120 S Riverside Chicago, IL 60606 (312) 705-8812 phone Annual Cost Prorated Cost Discounted Cost $ 22,138.42 $ 22,099.20 $ 17,679.32 $ 16,976.32 $ 16,914.35 $ 13,531.48 $ 262.00 $ 262.00 $ 209.60 $ 4,029.85 $ 3,165.57 $ 2,532.45 $ 45,658.00 $ 45,648.50 $ 36,518.79 $ 89,064.59 $ 70,471.64 Customer is responsible to pay freight charges. Estimated or actual freight charges are not included in quotes (unless specifically stated). This quote excludes sales tax (unless specifically stated). Acceptance of Terms and Conditions of Sales and Services By ordering or accepting delivery of Products from Seller or by engaging Seller to perform or to procure Services on behalf of Customer, Customer thereby signifies its agreement with Seller: (i) The terms and conditions provided on this link apply: http://www.cdw.com/content/terms-conditions/default.aspx, except if there is an effective written agreement between the parties applicable to the Transaction, then the terms and conditions governing the Transaction are those contained in such effective written agreement; and (ii) that if Customer delivers or conveys to Seller by any means: (a) any additional terms or conditions; or (b) any terms or conditions that differ in any respect, material or otherwise, from those governing the Transaction, then such terms or conditions will be null and void unless accepted in a writing executed by the authorized signatories of both parties. Page 66 of 80 SMARTnet RENEWAL QUOTE FOR CITY OF EVANSTON IL EFFECTIVE COVERAGE CO-TERMED THROUGH SEPTEMBER 15, 2021 Quote Number: 421129711 Contract Number: 200272505 8x5xNext Business Day (SNT) Site ID# Location Item Name 404048906 EVANSTON, IL ASA5555-FPWR-K9 404048906 EVANSTON, IL ASA5506-K9 404048906 EVANSTON, IL AIR-AP1572EAC-B-K9 404048906 EVANSTON, IL AIR-AP1572EAC-B-K9 404048906 EVANSTON, IL AIR-AP1572EAC-B-K9 404048906 EVANSTON, IL AIR-AP1572EAC-B-K9 404048906 EVANSTON, IL WS-C3850-24XS-S 404048906 EVANSTON, IL WS-C3850-24XS-S 404048906 EVANSTON, IL WS-C3850-24P-L 404048906 EVANSTON, IL WS-C3850-24P-L 404048906 EVANSTON, IL ASA5555-FPWR-K9 404048906 EVANSTON, IL WS-C3850-24XS-E 404048906 EVANSTON, IL WS-C3850-24XS-E 404048906 EVANSTON, IL SNS-3515-K9 404048906 EVANSTON, IL SNS-3515-K9 404048906 EVANSTON, IL BE6M-M5-K9 404048906 EVANSTON, IL BE6M-M5-K9 404048906 EVANSTON, IL C9500-16X-E 404048906 EVANSTON, IL C9115AXE-B Site ID# Site Name 404048906 CITY OF EVANSTON Page 67 of 80 SMARTnet RENEWAL QUOTE FOR CITY OF EVANSTON IL EFFECTIVE COVERAGE CO-TERMED THROUGH SEPTEMBER 15, 2021 Non-CDW covered item Description Serial Number Instance Id Begin Date ASA 5555-X with FirePOWER Services, 8GE, AC, 3DES/AES, 2SSD FTX19281120 1.689E+09 16-Sep-20 ASA 5506-X with FirePOWER services, 8GE, AC, 3DES/AES JMX1930410B 1.695E+09 16-Sep-20 802.11ac Outdoor AP, External-Ant, AC-power, Reg. Domain-B FJC1935J00Y 1.708E+09 16-Sep-20 802.11ac Outdoor AP, External-Ant, AC-power, Reg. Domain-B FJC1935J04F 1.708E+09 16-Sep-20 802.11ac Outdoor AP, External-Ant, AC-power, Reg. Domain-B FJC2029J0FL 1.82E+09 16-Sep-20 802.11ac Outdoor AP, External-Ant, AC-power, Reg. Domain-B FJC2029J0FM 1.82E+09 16-Sep-20 Cisco Catalyst 3850 24 Port 10G Fiber Switch IP Base FOC2045U0WT 5.064E+09 16-Sep-20 Cisco Catalyst 3850 24 Port 10G Fiber Switch IP Base FOC2045X0QS 5.064E+09 16-Sep-20 Cisco Catalyst 3850 24 Port PoE LAN Base FCW2052D073 5.094E+09 16-Sep-20 Cisco Catalyst 3850 24 Port PoE LAN Base FCW2052C07V 5.094E+09 16-Sep-20 ASA 5555-X with FirePOWER Services, 8GE, AC, 3DES/AES, 2SSD FTX2131W04A 5.178E+09 16-Sep-20 Cisco Catalyst 3850 24 Port 10G Fiber Switch IP Services FCW2227F0BA 5.251E+09 16-Sep-20 Cisco Catalyst 3850 24 Port 10G Fiber Switch IP Services FCW2228F042 5.251E+09 16-Sep-20 Small Secure Network Server for ISE Applications FCH2226V3A2 5.258E+09 16-Sep-20 Small Secure Network Server for ISE Applications FCH2226V33U 5.258E+09 16-Sep-20 Cisco Business Edition 6000M (M5) Appliance, Export Restr SW WZP23201BB3 5.366E+09 1-Aug-20 Cisco Business Edition 6000M (M5) Appliance, Export Restr SW WZP23201BB5 5.366E+09 1-Aug-20 Catalyst 9500 16-port 10Gig switch, Essentials FJB2339E0DU 5.406E+09 29-Oct-20 Cisco Catalyst 9115AX Series FJC234513X0 5.41E+09 5-Aug-20 Total: Address 2100 RIDGE AVE, EVANSTON, IL, 60201 Page 68 of 80 End Date Annual Cost Prorated Cost Discount Discounted Cost 15-Sep-21 $ 3,465.47 $ 3,465.47 20% $ 2,772.38 15-Sep-21 $ 119.00 $ 119.00 20% $ 95.20 15-Sep-21 $ 197.98 $ 197.98 20% $ 158.38 15-Sep-21 $ 197.98 $ 197.98 20% $ 158.38 15-Sep-21 $ 197.98 $ 197.98 20% $ 158.38 15-Sep-21 $ 197.98 $ 197.98 20% $ 158.38 15-Sep-21 $ 1,820.23 $ 1,820.23 20% $ 1,456.18 15-Sep-21 $ 1,820.23 $ 1,820.23 20% $ 1,456.18 15-Sep-21 $ 489.23 $ 489.23 20% $ 391.38 15-Sep-21 $ 489.23 $ 489.23 20% $ 391.38 15-Sep-21 $ 3,465.47 $ 3,465.47 20% $ 2,772.38 15-Sep-21 $ 1,750.53 $ 1,750.53 20% $ 1,400.42 15-Sep-21 $ 1,750.53 $ 1,750.53 20% $ 1,400.42 15-Sep-21 $ 2,090.00 $ 2,090.00 20% $ 1,672.00 15-Sep-21 $ 2,090.00 $ 2,090.00 20% $ 1,672.00 15-Sep-21 $ 376.13 $ 423.53 20% $ 338.82 15-Sep-21 $ 376.13 $ 423.53 20% $ 338.82 15-Sep-21 $ 1,190.32 $ 1,050.09 20% $ 840.07 15-Sep-21 $ 54.00 $ 60.21 20% $ 48.17 $ 22,138.42 $ 22,099.20 $ 17,679.32 Page 69 of 80 SMARTnet RENEWAL QUOTE FOR CITY OF EVANSTON IL EFFECTIVE COVERAGE CO-TERMED THROUGH SEPTEMBER 15, 2021 Quote Number: 421129711 Non-CDW covered item Contract Number: 200272505 Premium 24x7x4 (SNTP) Site ID# Location Item Name Description 404048906 EVANSTON, IL ISR4431/K9 Cisco ISR 4431 (4GE,3NIM,8G FLASH,4G DRAM,IPB) 404048906 EVANSTON, IL N9K-C9504- Nexus 9504 Chassis Bundle with 1 Sup, 3 PS, 2 SC, 6 FM, 3 FT 404048906 EVANSTON, IL ISR4431/K9 Cisco ISR 4431 (4GE,3NIM,8G FLASH,4G DRAM,IPB) 404048906 EVANSTON, IL C1111-4P ISR 1100 4 Ports Dual GE WAN Ethernet Router Site ID# Site Name Address 404048906 CITY OF EVANSTON 2100 RIDGE AVE, EVANSTON, IL, 60201 Page 70 of 80 Serial Number Instance Id Begin Date End Date Annual Cost Prorated Cost Discount SSFTX1911AH 1.656E+09 16-Sep-20 15-Sep-21 $ 1,888.82 $ 1,888.82 20% FOX1925H321 1.694E+09 16-Sep-20 15-Sep-21 $ 13,046.88 $ 13,046.88 20% FJC1932D0QG 1.7E+09 16-Sep-20 15-Sep-21 $ 1,888.82 $ 1,888.82 20% FGL2341LF7J 5.404E+09 12-Feb-21 15-Sep-21 $ 151.80 $ 89.83 20% Total: $ 16,976.32 $ 16,914.35 2100 RIDGE AVE, EVANSTON, IL, 60201 Page 71 of 80 Discounted Cost $ 1,511.06 $ 10,437.50 $ 1,511.06 $ 71.86 $ 13,531.48 Page 72 of 80 SMARTnet RENEWAL QUOTE FOR CITY OF EVANSTON IL EFFECTIVE COVERAGE CO-TERMED THROUGH SEPTEMBER 15, 2021 Quote Number: 421129711 Contract Number: 200272505 Onsite Premium 24x7x4 (C4P) Site ID# Location Item Name Description 404048906 EVANSTON, IL ASA5506-K9 ASA 5506-X with FirePOWER services, 8GE, AC, 3DES/AES Site ID# Site Name Address 404048906 CITY OF EVANSTON 2100 RIDGE AVE, EVANSTON, IL, 60201 Page 73 of 80 Serial Number Instance Id Begin Date End Date Annual Cost Prorated Cost Discount JMX1923406A 1.676E+09 16-Sep-20 15-Sep-21 $ 262.00 $ 262.00 20% Total: $ 262.00 $ 262.00 2100 RIDGE AVE, EVANSTON, IL, 60201 Page 74 of 80 Discounted Cost $ 209.60 $ 209.60 Page 75 of 80 SMARTnet RENEWAL QUOTE FOR CITY OF EVANSTON IL EFFECTIVE COVERAGE CO-TERMED THROUGH SEPTEMBER 15, 2021 Quote Number: 421129711 Non-CDW covered item Contract Number: 200272505 SSSNT (SSSNT) Site ID# Location Item Name Description Serial Number 404048906 EVANSTON, IL AIR-CT5520-K9 Cisco 5520 Wireless Controller w/rack mounting kit FCH2326V004 404048906 EVANSTON, IL ISR4331-V/K9 Cisco ISR 4331 UC Bundle, PVDM4-32, UC License FLM2404111C Site ID# Site Name Address 404048906 CITY OF EVANSTON 2100 RIDGE AVE, EVANSTON, IL, 60201 Page 76 of 80 Instance Id Begin Date End Date Annual Cost Prorated Cost Discount Discounted Cost 5.411E+09 14-Nov-20 15-Sep-21 $ 3,376.89 $ 2,831.04 20% $ 2,264.83 5.437E+09 13-Mar-21 15-Sep-21 $ 652.96 $ 334.53 20% $ 267.62 Total: $ 4,029.85 $ 3,165.57 $ 2,532.45 Page 77 of 80 SMARTnet RENEWAL QUOTE FOR CITY OF EVANSTON IL EFFECTIVE COVERAGE CO-TERMED THROUGH SEPTEMBER 15, 2021 Quote Number: 421129711 Contract Number: 200272505 ECMU (ECMU) Site ID# Location Line Number Item Name 404048906 EVANSTON, IL 5 L-LIC-CTVM-1A 404048906 EVANSTON, IL 6 L-LIC-CTVM-UPG 404048906 EVANSTON, IL 7 R-PI2X-N-K9 404048906 EVANSTON, IL 7.1 L-PI2X-LF-N-100 404048906 EVANSTON, IL 7.2 R-PI22-SW-K9 404048906 EVANSTON, IL 7.3 L-PI2X-N-BASE 404048906 EVANSTON, IL 7.4 L-PI2X-LF-N-50 404048906 EVANSTON, IL 8 FS-VMW-2-SW-K9 404048906 EVANSTON, IL 2.1 N95-LAN1K9 404048906 EVANSTON, IL 9 L-LIC-CTVM-25A 404048906 EVANSTON, IL 10 L-LIC-CTVM-UPG 404048906 EVANSTON, IL 11 L-LIC-CTVM-UPG 404048906 EVANSTON, IL 12 L-LIC-CTVM-UPG 404048906 EVANSTON, IL 13 L-MGMT3X-TKN-K9= 404048906 EVANSTON, IL 14 L-LIC-CTVM-UPG 404048906 EVANSTON, IL 15 CCX-12-ADD-K9 404048906 EVANSTON, IL 15.1 CCX-115-CR-LIC 404048906 EVANSTON, IL 16 CUWL-12X-K9 404048906 EVANSTON, IL 16.1 UWL-12X-STD 404048906 EVANSTON, IL 17 CCX-12-UPG-K9 404048906 EVANSTON, IL 17.1 CCX90-12U-E-E-S1 404048906 EVANSTON, IL 18 LIC-CT5520-UPG 404048906 EVANSTON, IL 18.1 LIC-CT5520-1A 404048906 EVANSTON, IL 19 LIC-CT5520-UPG 404048906 EVANSTON, IL 19.1 LIC-CT5520-1A 404048906 EVANSTON, IL 20 L-LIC-CTVM-UPG 404048906 EVANSTON, IL 20.1 L-LIC-CTVM-1A 404048906 EVANSTON, IL 21 LIC-CT5520-UPG 404048906 EVANSTON, IL 21.1 LIC-CT5520-1A 404048906 EVANSTON, IL 22 L-LIC-CTVM-UPG 404048906 EVANSTON, IL 22.1 L-LIC-CTVM-1A 404048906 EVANSTON, IL 23 LIC-CUCM-12X-ENHP 404048906 EVANSTON, IL 23 LIC-CUCM-12X-ENH 404048906 EVANSTON, IL 23 LIC-CUCM-12X-ESS 404048906 EVANSTON, IL 23 UWL-12X-STD Site ID# Site Name Address 404048906 CITY OF EVANSTON 2100 RIDGE AVE, EVANSTON, IL, 60201 Page 78 of 80 Non-CDW covered item Description Serial Number Instance Id Quantity 1673558558 1 AP Adder License for the Virtual Controller (eDelivery) 5142124324 11 Primary SKU for CTVM upgrade licenses (Delivery via Email) 5641J30EE91 1673558533 1 Cisco Prime Infrastructure 2.x - No Node Lock 5672J410C6F 1686379362 1 Prime Infrastructure 2.x - Lifecycle - 100 Device Lic-NNL 1686379413 1 Prime Infrastructure 2.2 Software 1686379427 1 Prime Infrastructure 2.x Base License, No Node Lock 1686379437 1 Prime Infrastructure 2.x - Lifecycle - 50 Device Lic-NNL 1686379403 2 Cisco Firepower Management Center,(VMWare) for 2 devices 7371J6FF5B8 1686383409 1 LAN Enterprise License for Nexus 9500 Platform 1694261115 1 25 AP Adder License for the Virtual Controller (eDelivery) 1717280693 3 Primary SKU for CTVM upgrade licenses (Delivery via Email) 5641J42B3BE 1844705522 1 Primary SKU for CTVM upgrade licenses (Delivery via Email) 5641J1403E1 1848186112 1 Primary SKU for CTVM upgrade licenses (Delivery via Email) 5641J12309B 5142124318 1 Cisco Ent MGMT: PI 3.x LF, AS , 1 Token O07F9DX283Y 5198941685 50 Primary SKU for CTVM upgrade licenses (Delivery via Email) 3SVEB9JG2PK 5213889332 1 CCX 12.0 Add-on Licenses 5374343172 1 CCX 12.0 Call Recording Seat Qty 1 LICENSE ONLY 5374343209 6 Unified Workspace Licensing v. 12.x 5374344620 1 CUWL Standard 12.x Users - Service Use Only 5374345043 12 CCX 12.0 Upgrade Licenses 5374348822 1 9.0 to 12.0 Qty 1 ENH-ENH Seat LICENSE ONLY 5374348881 15 Top Level SKU for 5520 AP Adder Licenses 5394329475 1 Cisco 5520 Wireless Controller 1 AP Adder License 5394329497 5 Top Level SKU for 5520 AP Adder Licenses 5403000817 1 Cisco 5520 Wireless Controller 1 AP Adder License 5403000818 150 Primary SKU for CTVM upgrade licenses (Delivery via Email) Z6EQQB8C07R 5403151721 1 1 AP Adder License for the Virtual Controller (eDelivery) 5403151727 10 Top Level SKU for 5520 AP Adder Licenses 5412575555 1 Cisco 5520 Wireless Controller 1 AP Adder License 5412575557 20 Primary SKU for CTVM upgrade licenses (Delivery via Email) RLQOLHDB71M 5412615682 1 1 AP Adder License for the Virtual Controller (eDelivery) 5412615695 20 UC Manager-12.x Enh Plus Single User License 2 UC Manager-12.x Enhanced Single User License 680 UC Manager-12.x Essential User License 75 CUWL Standard 12.x Users - Service Use Only 1 2100 RIDGE AVE, EVANSTON, IL, 60201 Page 79 of 80 Begin Date End Date Annual Cost Prorated Cost Discount Discounted Cost 16-Sep-20 15-Sep-21 $ 330.00 $ 330.00 20% $ 264.00 16-Sep-20 15-Sep-21 $ - $ - 20% $ - 16-Sep-20 15-Sep-21 $ - $ - 20% $ - 16-Sep-20 15-Sep-21 $ 1,799.00 $ 1,799.00 20% $ 1,439.20 16-Sep-20 15-Sep-21 $ 5.00 $ 5.00 20% $ 4.00 16-Sep-20 15-Sep-21 $ 19.00 $ 19.00 20% $ 15.20 16-Sep-20 15-Sep-21 $ 2,118.00 $ 2,118.00 20% $ 1,694.40 16-Sep-20 15-Sep-21 $ 100.00 $ 100.00 20% $ 80.00 16-Sep-20 15-Sep-21 $ 2,250.00 $ 2,250.00 20% $ 1,800.00 16-Sep-20 15-Sep-21 $ 2,250.00 $ 2,250.00 20% $ 1,800.00 16-Sep-20 15-Sep-21 $ - $ - 20% $ - 16-Sep-20 15-Sep-21 $ - $ - 20% $ - 16-Sep-20 15-Sep-21 $ - $ - 20% $ - 16-Sep-20 15-Sep-21 $ 1,050.00 $ 1,050.00 20% $ 840.00 16-Sep-20 15-Sep-21 $ - $ - 20% $ - 27-Jul-20 15-Sep-21 $ - $ - 20% $ - 27-Jul-20 15-Sep-21 $ 354.00 $ 403.46 20% $ 322.77 27-Jul-20 15-Sep-21 $ - $ - 20% $ - 27-Jul-20 15-Sep-21 $ 708.00 $ 806.93 20% $ 645.54 27-Jul-20 15-Sep-21 $ - $ - 20% $ - 27-Jul-20 15-Sep-21 $ 3,375.00 $ 3,846.58 20% $ 3,077.26 28-Sep-20 15-Sep-21 $ - $ - 20% $ - 28-Sep-20 15-Sep-21 $ 130.00 $ 125.73 20% $ 100.58 23-Oct-20 15-Sep-21 $ - $ - 20% $ - 23-Oct-20 15-Sep-21 $ 3,900.00 $ 3,504.66 20% $ 2,803.73 23-Oct-20 15-Sep-21 $ - $ - 20% $ - 23-Oct-20 15-Sep-21 $ 300.00 $ 269.59 20% $ 215.67 20-Nov-20 15-Sep-21 $ - $ - 20% $ - 20-Nov-20 15-Sep-21 $ 520.00 $ 427.40 20% $ 341.92 20-Nov-20 15-Sep-21 $ - $ - 20% $ - 20-Nov-20 15-Sep-21 $ 600.00 $ 493.15 20% $ 394.52 16-Sep-20 15-Sep-21 $ 106.00 $ 106.00 20% $ 84.80 16-Sep-20 15-Sep-21 $ 25,160.00 $ 25,160.00 20% $ 20,128.00 16-Sep-20 15-Sep-21 $ 525.00 $ 525.00 20% $ 420.00 16-Sep-20 15-Sep-21 $ 59.00 $ 59.00 20% $ 47.20 Total: $ 45,658.00 $ 45,648.50 $ 36,518.79 Page 80 of 80