Attachment A NJPA Piggyback Agreement (NJPA Contract #111309-CDW) between CDW Government LLC and the Ohio Inter-University Council Purchasing Group This agreement ( Agreement ) entered into on 03/14/2011 (Effective Date) by and between CDW Government LLC (CDW G) located at 230 N. Milwaukee Ave, Vernon Hills, IL 60061 and Ohio Inter- University Council Purchasing Group (IUC-PG), having a place of business at 10 West Broad St, Suite 450, Columbus, OH 43215 relating to the sale of products. The Agreement is as follows: 1. Term. The term of the Agreement shall commence as of the Effective Date and continue in full force and effect for one (1) year. The Agreement may be renewed for an additional one (1) year term, provided that the NJPA Award #111309-CDW is still valid and both parties to this Agreement agree to extend in writing at least thirty (30) days prior to the expiration of the current term. Either Party may terminate this Agreement without cause upon thirty (30) days prior written notice. Either Party may terminate this Agreement for cause if the other Party fails to cure a material default in the time period specified herein. Any material default must be specifically identified in a written notice of termination. After written notice, the notified Party will have thirty (30) days to remedy its performance, except that it will only have ten (10) days to remedy any monetary default. Failure to remedy any material default within the applicable time period provided for herein will give cause for immediate termination, unless such default is incapable of being cured within the time period in which case the defaulting Party will not be in breach (except for individual IUC-PG Members payment obligations) if it used its reasonable efforts to cure the default. 2. IUC-PG Members IUC-PGs Members are defined in Exhibit B. This Exhibit can be amended by e-mail notification from IUC-PG to CDW G. 3. Tiered Pricing Program For clarification, CDW G will report sales under this Agreement to NJPA and IUC- PG and update pricing discounts based on Trailing Twelve Months total spend of the IUC-PG Members. Pricing discounts are detailed in the tables in Exhibit A. 4. Balance of Terms. Other than the items specifically contemplated herein, the balance of the terms of sale shall be consistent with the NJPA Contract #111309-CDW. In WITNESS WHEREOF, the parties have executed and delivered this Agreement as a document under seal as of the Effective Date. CDW Government LLC Ohio Inter-University Council Purchasing Group By: (Authorized signature) By: (Authorized Signature) Title: Title: Date: Date: CDW G / IUC-PG Stretch Agreement Page 1 of 8 3/11/2011
Exhibit A Dated 3/14/2011 to the NJPA Piggyback Agreement (NJPA Contract #111309-CDW) between the Ohio Inter-University Council Purchasing Group and CDW Government LLC [Tier 2 Pricing is in effect] Discount from CDW-G Advertised Price Ohio Inter-University Council Tier 1 Tier 2 Tier 3 Category Description $0.00 $13,000,000.00 $12,999,999.99 $17,999,999.99 $18,000,000.00+ A Accessories 5.0% 7.0% 8.0% B Battery Back-up/Power/Surge 3.0% 4.0% 5.0% C Desktop Computers 3.0% 3.5% 4.0% D Data Storage/Drives 3.0% 5.0% 6.0% F Digital Imagining - Camera/Scanner 3.0% 5.0% 6.0% H Servers 3.0% 3.5% 4.0% I Keyboard/Mice/Input Devices 4.0% 5.0% 6.0% L-LA&NB Laptops 2.0% 2.5% 3.0% L-NB-COM Companion PCs 0.0% 0.5% 1.0% L Mobile Devices (Other) 4.0% 4.5% 5.0% J Training (AT Services) 3.0% 3.0% 3.0% M Sound/Multimedia 4.0% 5.0% 6.0% N NetComm Products 4.0% 6.0% 7.0% O Office Equipment 3.0% 5.0% 7.0% P Printers 3.0% 5.0% 6.0% Q Warranty/Installs 3.0% 3.0% 3.0% S Software 3.0% 5.0% 6.0% T Telephony 3.0% 5.0% 7.0% U Memory/System Components 10.0% 10.5% 11.0% V Video/Monitors/Cards/Projector 7.0% 7.5% 8.0% W Cables 10.0% 11.0% 12.0% X Books/DVD Movies 5.0% 5.5% 6.0% CDW G will provide IUC-PG with a discount as a percentage off of CDW G s advertised price for the CDW Gdefined Product Categories listed above; provided that IUC-PG s Members references this Agreement when placing an order with CDW G. CDW G s advertised price is available online at CDWG.com. CDW G may upon mutual agreement by IUC-PG, revise the pricing for the balance of the term. CDW G / IUC-PG Stretch Agreement Page 2 of 8 3/11/2011
Exhibit A (1) Dated 3/14/2011 to the NJPA Piggyback Agreement (NJPA Contract #111309-CDW) between the Ohio Inter-University Council Purchasing Group and CDW Government LLC Pricing described below is a per hour basis. [Services Pricing] DUCT AREA/ROLE CAPABILITIES LIST SERVERS / STORAGE Storage: IBM, NetApp, EMC Virtualization: VMWare, Citrix Systems: IBM z-series, p-series, i-series and x-series Technical Architect Storage, Virtualization and Systems $190 Senior Engineer IBM TSM, NetApp, EMC, VMWare, Citrix $180 Senior Engineer IBM -System p, I, z $180 Engineer NetApp, EMC, VMWare, Citrix, TSM, System p, I, z $170 Engineer Lotus -Lotus Notes; Websphere development and CommonStore. $150 CISCO Unified Communications: Call Manager, Contact Center, Unity, MeetingPlace, etc. Networking: LAN/WAN, App Acceleration, etc. Mobility: LWAPP, Mesh, AeroScout, RFI Security: IPS, VPN, NAC, MARS, etc. Technical Architect Cisco Unified Contact Center Enterprise $190 Technical Architect Cisco UC Call Manager and Advanced UC Applications $190 Technical Architect Cisco Networking and Wireless $190 Security Assessment Engineer Vulnerability assessments, roadmaps, training. $190 Senior Engineer Advanced UC Applications - Cisco Unified Contact Center $180 Senior Engineer Wireless Specialty -Wireless Mesh, RFID, AeroScout, VoFi $180 Senior Engineer Cisco UC Suite -Call Manager, Unity, MeetingPlace, etc. $180 Senior Engineer Cisco Security Suite MARS, IPS, NAC, etc. $180 Senior Engineer Network Engineering and Wireless $180 Engineer Cisco Unified Contact Center Enterprise or Express $170 Engineer Cisco UC, CallManager, Unity, MeetingPlace, etc. $165 Engineer Cisco Networking $165 Associate Engineer Cisco Networking or Voice $115 IPT Trainer End user training for Cisco UC $125 MICROSOFT Core Infrastructure Windows Server/Desktop, Systems Center, Virtualization Unified Communications Exchange, OCS, EHS Information Worker MOSS, SharePoint, Office, SQL, EPM Security Active Directory, ILM/MIIS, Forefront, ISA, RMS, Monitoring, Management Architect Information Worker $195 Architect Unified Communications $195 Architect Security $195 Architect Core Infrastructure $195 Senior Engineer Information Worker $185 Senior Engineer Unified Communications, Security $185 Senior Engineer Core Infrastructure $185 Engineer Information Worker, Unified Communications, Security $175 Engineer Core Infrastructure $175 CROSS-PRACTICE Project Manager $165 Program Manager $185 CDW G / IUC-PG Stretch Agreement Page 3 of 8 3/11/2011
Exhibit B Dated 3/14/2011 to the NJPA Piggyback Agreement (NJPA Contract #111309-CDW) between the Ohio Inter-University Council Purchasing Group and CDW Government LLC [Members] STATE UNIVERSITIES BOWLING GREEN STATE UNIV. 103 PARK AVENUE BOWLING GREEN OH 43403 CENTRAL STATE UNIVERSITY PO BOX 1004 WILBERFORCE, OH 45384-1004 CLEVELAND ST UNIVERSITY 2121 EUCLID AVENUE CLEVELAND, OH 44115 KENT STATE UNIVERSITY 229 SCHWARTZ CENTER 800 EAST SUMMIT STREET PO BOX 5190 KENT, OHIO 44242 MIAMI UNIVERSITY 102 BONHAM HOUSE OXFORD, OH 45056 OHIO UNIVERSITY 213 HDL CENTER ATHENS, OH 45701-2979 SHAWNEE STATE UNIVERSITY 940 SECOND STREET PORTSMOUTH, OH 45662 THE OHIO STATE UNIVERSITY 2650 KENNY ROAD COLUMBUS, OH 43210 THE UNIVERSITY OF AKRON 100 LINCOLN STREET AKRON, OH 44325-9001 THE UNIVERSITY OF TOLEDO 2801 W. Bancroft St, MS460 TOLEDO, OH 43606 UNIVERSITY OF CINCINNATI PO BOX 210089 CINCINNATI, OH 45221-0089 WRIGHT STATE UNIVERSITY 3640 COLONEL GLENN HIGHWAY DAYTON, OH 45435-0001 YOUNGSTOWN STATE UNIV ONE UNIVERSITY PLAZA YOUNGSTOWN, OH 44555 NORTHEASTERN OHIO UNIV. OF MEDICINE & PHARMACY 4209 STATE ROUTE 44 P.O. BOX 95 ROOTSTOWN, OHIO 44272 CDW G / IUC-PG Stretch Agreement Page 4 of 8 3/11/2011
COMMUNITY S CINCINNATI STATE TECHNICAL AND COMMUNITY COLL. 3520 CENTRAL PARKWAY CINCINNATI, OHIO 45223 CLARK STATE COMM. 570 E. LEFFEL LANE SPRINGFIELD, OH 45505 COLUMBUS STATE COMM. 550 E. SPRING STREET COLUMBUS OH 43215 CUYAHOGA COMMUNITY COLL. 700 CARNEGIE AVENUE CLEVELAND, OH 44115 EDISON STATE COMM. COLL. 1973 EDISON DRIVE PIQUA, OH 45356 EASTERN GATEWAY COMM. 4000 SUNSET BLVD. STEUBENVILLE, OHIO 43952 LAKELAND COMM. 7700 CLOCKTOWER DR. KIRTLAND, OH 44094-5198 LORAIN CO. COMM. COLL. 1005 N. ABBE RD. ELYRIA, OH 44035 NORTHWEST STATE COMM. 22600 STATE ROUTE 34 ARCHBOLD, OH 43502 OWENS COMMUNITY P.O. BOX 10,000 TOLEDO, OH 43699 SINCLAIR COMMUNITY COLL. 444 WEST THIRD STREET DAYTON, OHIO 45402 SOUTHERN STATE COMM. COLL. 100 HOBART DRIVE HILLSBORO, OH 45133 TERRA STATE COMMUNITY 2830 NAPOLEON ROAD FREMONT, OHIO 43420-9670 WASHINGTON ST.COMM. COLL. 710 COLEGATE DRIVE MARIETTA, OH 45750 CDW G / IUC-PG Stretch Agreement Page 5 of 8 3/11/2011
TECHNICAL S BELMONT TECH. 120 FOX SHANNON PLACE ST. CLAIRSVILLE, OH 43950 CENTRAL OHIO TECH. 1179 UNIVERSITY DRIVE NEWARK, OHIO 43055 HOCKING TECHNICAL NELSONVILLE, OHIO 45764 MARION TECHNICAL 1467 MT. VERNON AVE. MARION, OHIO 43302 NORTH CENTRAL STATE 2441 KENWOOD CIR. BOX 698 MANSFIELD, OH 44901 RHODES STATE 4240 CAMPUS DRIVE LIMA, OHIO 45804 STARK STATE 6200 FRANK AVE. N W NORTH CANTON, OH 44720 ZANE STATE 1555 NEWARK ROAD ZANESVILLE, OH 43701-2626 CDW G / IUC-PG Stretch Agreement Page 6 of 8 3/11/2011
Member Institutions of the Association of Independent Colleges and Universities of Ohio http://www.aicuo.edu/aboutohiocolleges.html 1) Antioch University Midwest 27) Mercy College of Northwest Ohio 2) Art Academy of Cincinnati 28) Mount Carmel College of Nursing 3) Ashland University 29) College of Mount St. Joseph 4) Baldwin-Wallace College 30) University of Mount Union 5) Bluffton University 31) Mount Vernon Nazarene University 6) Capital University 32) Muskingum University 7) Case Western Reserve University 33) University of Northwestern Ohio 8) Cedarville University 34) Notre Dame College 9) The Cleveland Institute of Art 35) Oberlin College 10) Columbus College of Art & Design 36) Ohio College of Podiatric Medicine 11) University of Dayton 37) Ohio Dominican University 12) Defiance College 38 Ohio Northern University 13) Denison University 39) Ohio Wesleyan University 14) The University of Findlay 40) Otterbein University 15) Franciscan University of Steubenville 41) University of Rio Grande 16) Franklin University 42) Tiffin University 17) Good Samaritan College of Nursing 43) Union Institute & University 18) Heidelberg University 44) Urbana University 19) Hiram College 45) Ursuline College 20) John Carroll University 46) Walsh University 21) Kenyon College 47) Wilberforce University 22) Kettering College of Medical Arts 48) Wilmington College 23) Lake Erie College 49) Wittenberg University 24) Lourdes College 50) The College of Wooster 25) Malone University 51) Xavier University 26) Marietta College CDW Government LLC Ohio Inter-University Council Purchasing Group By: By: (Authorized signature) (Authorized Signature) Title: Title: Date: Date: CDW G / IUC-PG Stretch Agreement Page 7 of 8 3/11/2011
Exhibit C Dated 3/14/2011 to the NJPA Piggyback Agreement (NJPA Contract #111309-CDW) between the Ohio Inter-University Council Purchasing Group and CDW Government LLC [Contract Administrative Fee] Supplier will provide to the Inter-University Council Purchasing Group (IUC-PG), a Contract Administrative Fee (CAF), to be calculated quarterly, which is equivalent to one-half of one percent (.50%) of the total invoice amounts of all orders, shipped pursuant to this Agreement less returns the previous Quarter. These fees are to offset the expenses of the IUC-PG in administering this Agreement and are disclosed to and approved by its Members. This fee shall be attached to the quarterly Report of Sales, made payable to IUC-PG within 45 days from the end of each quarter. Above referenced reports and payment are to be filed with the IUC-PG, C/O Inter- University Council of Ohio, Attention: Sara Grundei, 10 West Broad Street, Suite 450, Columbus, OH 43215. Each Quarter Seller will calculate the Rebate owed to IUC-PG, if any, in accordance with the table below. Quarterly Sales Levels Rebate (% of Sales) $3,250,000.00 and above 0.5% A CAF will be paid at the rate specified in the table for the appropriate level of Quarterly Sales Invoiced. The following example illustrates the calculation of the Quarterly Rebate. (1) Assume that IUC-PG has Trailing Twelve Months (Jan-Dec of previous year) Sales of $5,250,000.00, then the IUC-PG qualifies for a Quarterly Rebate. If Quarterly sales for the IUC-PG are $5,250,000.00 a Rebate of $26,250 (0.5% of $5,250,000.00 of Quarterly Sales) is paid. For the purposes of this Exhibit, the following definitions will apply: Quarterly Sales Invoiced" means the aggregate Net Revenue from all Sales invoiced to IUC-PG during a Quarter, reduced by (i) all returns from IUC-PG accepted by Seller, and (ii) all allowances granted by Seller to IUC-PG during such Quarter. "Net Revenue" means the invoiced amount of the sale price, license fee or service fee for each Sale, excluding freight, handling and tax. Rebate means any monies due from Seller to IUC-PG under this Exhibit. Rebate Effective Date means the Effective Date of the Agreement Sale" means the sale of Product(s) specified in this Exhibit which when ordered references this Agreement. Quarter means the following periods: Jan 1 March 30, April 1 June 30, July 1 Sept 30, Oct 1 Dec 31. CDW Government LLC Ohio Inter-University Council Purchasing Group By: By: (Authorized signature) (Authorized Signature) Title: Title: Date: Date: CDW G / IUC-PG Stretch Agreement Page 8 of 8 3/11/2011