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HomeMy WebLinkAboutIT17-560 - Original - SHI International Corp. - Bomgard License & Annual Maintenance - 11/21/2017 Records M , 1X/,/ r,/1i//4d/f" gernO to (CENT Document f„ CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: SHI Vendor Number: 1629084 JD Edwards Number Contract Number: T-1 This is assigned by City Clerk's Office Project Name: Bomaar Software Software Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: Contract Effective Date: 11/21/17 Termination Date: 11/20/18 Contract Renewal Notice (Days): 30 days Number of days required notice for termination or renewal or amendment Contract Manager: James Endicott Department: Information Technology Contract Amount: $19,405.90 Approval Authority: ® Department Director ❑ Mayor ❑ City Council Detail: (i.e. address, location, parcel number, tax id, etc.): As of: 08/27/14 Please remit to: payment SHI International Corp Invoice No. B07415045 P,O.Box 952121 Invoice date 11,24/2017 Dallas,TX 75395-2121 Customer number 1101242 h Wire information'.Wells Fargo Bank Sales order S46669975 Wire Rt#121000248 Federal tax ID 22-300964A ACH R!#021200025 Finance charge of 1.5%per month will be charged on '. 25 290 Davidson Ave Account#20D0037541964 past due accounts-18%lyr, All returns require an RMA#supplied by your SHI Somerset, 2 5-3D8877 SWIFT Code:Wivi shi S Sales team. Phone.SAe-235-3871 For W-9 Form,wwwshi.camN19 Fax'.732-805-9669 Bill To d Ship To y of Kent City � �„ � w City of Kent � tiv 220 41h Avenue South � ���w" 400 West Gowe Street Kent,WA 98032 Info Tech USA Kent,WA 98032 USA 141714 29251432 AMR Annual Maintenance Renewal-B300V 1 1 0.00 0.00 ----MAINT-B30CV- -appliance — --- -- -- _ _. Coll upd via downd Multiple platforms English Optl upd via downld Bomgar Software Contract number:ADSPC16-130651 Sub Contract 06016 Maintenance From date: 11/21/2017 Maintenance To date: 1 112112 01 8 32308450 Annual Maintenance for Bomgar License 2 2 0.00 0.00 MAINT-BL-ENT Multiple platforms English Optl upd via downld Optl upd via downld Software Bomgar Contract number:ADSPOt6-130651 Sub Contract 06016 Maintenance From date: 11/21/2017 Maintenance To dale: 11/21/2018 Quote: 14318824 .. ..... .._.m.�. _____......._ _...........APPV . V j, i" M.u3 4� DATE: Sales Balance 17,782.35 Freight 0.00 Recycling Fee coo Sales Tax 1,623.55 Total 19,405.90 Currency USD Page 2 of 2 Please remit payment to. Invoice No. B07415045 SHI International Corp Invoice dale 1112412017 P.O.Box 952121 Dallas,TX 75395-2121 Customer number 1101242 to Wire information Wells Fargo Bank Sales order S46669975 Wire Rt# 121000248 Finance charge of 1.5%per month will be charged on Federal tax ID:22-3009648 ACH Rt#021200025 290 Davidson Ave, Account#2000037641964 past due accounts-18%lyr. Somerset,NJ 06873 SWIFT Code.WFBIUS6S All returns require an I supplied by your SHI Phone:586-235-3871 For W-9 Form,wv✓ .shi-coni Sales team. Fax 732-505-9669 Bill To '` �N" ,11't'stErn ..ShipTio City of Kent h•.�"`�+ k'$1 `k City at Kent 220 4th Avenue South " 400 West Oowe Street Kent,WA 98032 DEC 0 4 my Info Tech USA Kent,WA 98032 USA A/P 141714 Ship Bate Salesperson P er Ship Via FOB Terms - w —11724/2017 - - -`Bern Callahan - 141714 - 'D - FOB OR GIN NET 30 Item No. Desc tied, City Cily Unit Extended Mfg Part No, Ordered Shipped Price Price 28873199 Bomgar Virtual Appliance 1 1 1,467.62 1,467.62 B300V Multiple platforms English ESB Software ESD Contract number:ADSP016-130651 Bomgar Sub Contract:06016 28721742 Bomgar License(Enterprise Edition) 2 2 2,204,42 4,408,84 SDPE Multiple platforms English ESD Software ESD Contract number:ADSP016-130651 Bomgar Sub Contract 06016 28912928 _ Remote Installation and Configuration Service 1 1 970,81 970.81 BPS RSCP Configllnstall Service Configllnstall Contract number:ADSP016-130651 Bomgar Sub Contract:06016 28912929 Reprusentilive eLearning Course-Training must 2 2 126.20 252.40 BU REP_ELEARN be Delivered Training Classes Training Classes Service Bomgar Contract number:ADSP016-130651 Sub Contract:06016 ._—._._._._._._._ 28912933 System Administrator Essentials with Lab Virtual 1 1 1,291 1,294,44 BU ADMIN VL Course Training Classes Training-Classes Service `—---'--T-- -- Bomgar Contract number:ADSP016-130651 Sub Contract 06016 28721742 Bomgar License(Enterprise Edition) 4 4 1,877.65 7,510,60 SDPE Multiple platforms English ESD Software ESD Contract number:ADSP016-130651 Bomgar Sub Contract 06016 32308450 Annual Maintenance for Bomgar License 4 4 469.41 1,877.64 MAINT-BL-ENT Multiple platforms English Odd upd via downld Dial upd via downld Software Bomgar Contract number:ADSP016-130651 Sub Contract:06016 Maintenance From date: 11/21/2017 Maintenance To dale: 1 112 112 01 8 Page 1 of 2 w n ro ro O M N LO U O W O N N O M 1,- r� LO o n rn L) 11 CO o N V o N _N N m (n C U ...+ cNo ro m a a m can K (� O o iNn rn o em. F d O 0 N L.L U O a v r S y w m N O. Cl) Cl) W 7 (U O F r- o N o v m c U M Z N N C = O (6 ] CDy co C W N cp 7 C C E O (0 04 Zo .O CO Z w V N m N C r' Co y C N 4k L: 7 N c N E to a D C o f >, C 0 0 > (o N (n CL (D,A�r�y� _ Z d c m L. R m` O m a -Cc-- ° m m N a a W O .N _O L co rz C 2 4t a:: _ > o LO y y OcLO O _ Y Ul (n N (O O. c W L N Cl) wm V t� R m $ O >. Z3 o °� w m a °D a m 0 co 0 rA O N o "—T' d 00 j LOG v O v d v a o i Y U w Q Q d a s — _ G) O r�iy/m vy0 U � Nt N m L cpoO m N N co 0 QYCL m a.E L m it E oQ d m m m ¢ U y Z0. Q �O O O Q Qcn O co m m M U a 0 J m 'p E E E N E OI N N a5 t6 (0 m O E E E a E E e/9 i to m m � Ir x m c c c o o Q U a) N U'O Q Q U U a' >1 � � o 0 0 O N O a) Z at [if H H N. C q Z Z m *',W1 o y Co a O L Cl) y a J >I wi o w V « ■LM 3 0 .� O "T' H O (Mi U) a- mW m mr T C E a m U c C7 0 af LU ¢ w f F- � 4 0) 0 m y N N Q o a �� �1 o a ¢ ¢ fq a L a m cn m m m cn g O O a m �' O S f/� - V (n Y J N m a in n w rn Q ` Pricing Proposal Quotation#: 14318824 Created On 1 012 3/2 01 7 Valid Until: 11/17/2017 -.------.--, -. .. - .- .-._.....�_�._ __ ...,,_.....-...... ......... ...... .. ..... _ .. ...... . ..........,.,.. City of Kent WA Inside Account Manager James Endicott Nicole Podraza Kent,WA 98032 290 Davidson Ave United States Somerset,NJ 08873 Phone: Phone: 732-652-6427 Fax, Fax Email: jendicott@kentwa.gov Email: Nicole_Podraza@shi.com All Prices are in US Dollar(USD) Product Qty Your Price Total 1 Bomgar Virtual Appliance-Bundle 1 $1,467,62 $1,467.62 Bomgar-Part#: B300V Contract Name: NASPO ValuePoint-Software VAR 2016 Contract#:ADSPO16-130651 Subcontract#: 06016 2 Bomgar License-Bundle 2 $2,204.42 $4,408.84 Bomgar-Part#.SDPE Contract Name: NASPO ValuePoint-Software VAR 2016 Contract#:ADSP016-130651 Subcontract#:06016 3 Remote Installation-Bundle 1 $970.81 $970.81 Bomgar-Part#: BPS_RSCP Contract Name. NASPO ValuePoint-Software VAR 2016 Contract#:ADSPO16-130651 Subcontract#:06016 Note: Bomgar implementation consultant will work remotely to install your appllance(s) 4 Representitive el-earning Course-Bundle 2 $126.20 $252.40 Bomgar-Part#.BU_REPELEARN Contract Name. NASPO_ValuePoint-Software VAR 2016 Contract#:ADSPOI6-130651 Subcontract#:06016 Note: Representative eLearning Training with certification user subscription. 5 Remote Support for Administrators Public Learner-Bundle 1 $1,294.44 $1,294.44 Bomgar-Part#: BU_ADMIN_VL Contract Name. NASPO ValuePoint-Software VAR 2016 Contract#:ADSPOI6-130651 Subcontract#:06016 Note: Sold per learner or seat.Course will be administered during 4 half day sessions 6 Bomgar License 4 $1,877.65 $7,510.60 Bomgar-Part#.SDPE Contract Name. NASPO ValuePoint-Software VAR 2016 Contract#:ADSPO16-130651 Subcontract#:06016 7 Annual Maintenance for Bomgar License(12 Months) 4 $469.41 $1,877.64 Bomgar-Part#:MAINT-BL-ENT Contract Name: NASPO ValuePoint-Software VAR 2016 Contract M ADSPOI6-130651 Subcontract#. 06016 8 Annual Maintenance for B300v(12 Months)-Bundle 1 $0.00 $0,00 Bomgar-Part#:MAINT-B300V Contract Name: NASPO ValuePoint-Software VAR 2016 Contract#,ADSPO16-130651 Subcontract#:06016 9 Annual Maintenance for Bomgar License(12 Months)-Bundle 2 $0.00 $0.00 Bomgar-Part#.MAINT-BL-ENT Contract Name. NASPO ValuePoint-Software VAR 2016 Contract#:ADSPOI6-130651 Subcontract#:06016 Subtotal $17,782.35 `Tax $1,778.24 Total $19,560.59 `Tax is estimated.Invoice will include the full and final tax due. Additional Comments Please Note: Bomgar has a zero returns policy. Thank you for choosing SHI International Corp!The pricing offered on this quote proposal is valid through the expiration date listed above, To ensure the best level of service, please provide End User Name, Phone Number, Email Address and applicable Contract Number when submitting a Purchase Order. For any additional information including Hardware, Software and Services Contracts, please contact an SHI Inside Sales Representative at(888)744-4084. SHI International Corp. is 100%Minority Owned,Woman Owned Business. TAX ID#22-3009648;DUNS#61-1429481;CCR#61-243957G,CAGE 1 HTFO The Products offered under this proposal are subject to the SHI Return Policy posted at aw.. hi. mlrmtyrn chid unless there is an existing agreement between SHI and the Customer. ATTACHMENT C - COST PROPOSAL The Cost Proposal will be evaluated independent of other sections of the Offeror's response. The Cost Proposal is to be submitted as a separate document. Do not embed cost proposal in the technical proposal response. Any narrative explanation of the Pricing Sheet forms is to be submitted as part of Attachment C— COST PROPOSAL. Offeror shall provide pricing that includes all costs associated with the responsibilities and related services including but not limited to, freight and delivery, cost of materials and product, travel expenses, transaction fees, overhead, profits„ read other costs or expenses incidental to the Offeror's performance. Label your response "ATTACHMENT C COST PROPOSAL companyname". SHI Response: SHI is pleased to offer NASPO ValuePoint an aggressive cost-plus pricing model which will result in advantageous pricing for all NASPO ValuePoint members. This pricing model will stand the test of time because pricing is aggressive for our entire range of current software offerings, as well as for all future offerings. Our markups are maximum or "not to exceed" markups, and there may be times when we are able to reduce the markups further. As instructed, the markups proposed within our Cost Proposal are inclusive of the 0.25% NASPO ValuePoint Administrative Fee. In order to offer each Participating State the best possible pricing, we did not incorporate any State-Specific Administrative Fee (including the State of Arizona 1.0% fee) into the pricing model proposed within Attachment C1. Any State Administrative Fees will be added to the markups in Attachment C1 to arrive at that State's pricing model; we do understand that the fees may not be charged in the form of a separate line item. We would be happy to provide separate markup schedules per State and inclusive of any applicable Administrative Fees upon request. Additionally, in order to offer each contract user the best possible pricing, we did not incorporate credit card fees into the pricing model proposed within Attachment C1. For customers who wish to use credit cards, the credit card transaction cost will be added to the markups in Attachment C1 to arrive at that customer's markup for the credit card transaction. With regard to Services, as detailed throughout our RFP response, SHI is pleased to offer a substantial amount of value-added services at no cost to NASPO ValuePoint customers. We also have the resources available to provide fee-based in-scope services for those customers who require additional assistance beyond SHI's free service offerings. Those fee-based services are described within Attachment C2. As mentioned in our proposal, SHI's offering to NASPO ValuePoint consists of thousands of Software Publishers for whom we are already authorized (and currently providing to NASPO ValuePoint customers), as well as additional publishers requested by NASPO ValuePoint customers in the future. Please note that some publishers or service providers will require additional paperwork to be signed in order for contract users to access the most advantageous pricing and licensing options. When that is the case, SHI will work with the contract users to advise them of the publisher's paperwork requirements and walk them through the process to complete the documentation. Our goal is to provide a comprehensive software offering, so that this contract is valuable and easy to use for all Participating States and contract users, throughout the contract term. ATTACHMENT C1 - PRICING SUBMISSION SHEET NASPO VALUEPOINT SOFTWARE VALUE-ADDED RESELLER (SVAR) PUBLISHERS MARKUP/DOWN Note All markups include the The price to Authorized Purchaser 0,25%NASPO Value Point Proposer must be certified as a direct reseller for all Key Itemized (AP) is calculated using the Administrative Fee Any publishers Direct reseller certification is preferred for Other Itemized following formula: "Reseller Cost" additional State publishers +("Reseller Cost" x Administrative Fees will be "Markup/down") added to these markups. ................ i'��/�� j `f/%/�ir 050% ._._._ ..PROPOSER INSTRUCTIONS: Enter a percentage markup o 0 25% r'markdown for each line in 050°/ � 0.50%�. column D. This is the r,� 1 OJS% markup/down at which proposer is offering to AI"aElUAfiEO 1.00% provide the stated publishers' AlR_WA_TCH MOBILE DEVICE MANAGEMENT VMWARE 1.00% titles. Percentages may be ALLIANCE ENTERPRISES 1.50% listed to two decimal points. m . APPLE 1 00% ATTAC_MMATE MICROFOCUS 1.00% AUTODESK 1.50% AUTONOMY HP 1.00% BAKBONE,-DELL 1,50% BARRACUDA '. 1.00% BOMGAR REMOTE SOFTWARE 1 00% OA,TECHNOLOGIES 1.50% CISCO L50% COMPUTRONIX USA r, 1,00% COMPW RP 1.50% COREL 1,00% DOUBLETAKE - 1,00% EMC 1.50% ENCHOICE� 1.00% ESET FREEDOM SCIENTIFIC: 1.00% " GUARDIAN EDGE SYMANTEC 0.50% GW MICRO - 1.00% IBM �+ 1.50% I CONVERSIONS L00% w INFOR ' 1.00% INTERMEDIX EMSYSTEMS L50% HP L00% WARE ', 1.00% „ -. ..,, .,. .w.�.,. INFORMNTION BUIL[7ERS' "' 1.00% KRONOSSOFTWARE 1,50% LANDESK 1.50% LASERFISCHE 1,00% LIQUIDVdARE STATUSPHERE 1.00% MICROFOCUSINC 150% ,,, .. . ATTACHMENT Cl - PRICING SUBMISSION SHEET NASPO VALUEPOINT SOFTWARE VALUE-ADDED RESELLER(SVAR) I S1ICNIIT 1.00% I F 1100% NwN �MfiUNtFNtMFhPI 1.50% MCIf9CLC � 1.00% ETCYN LON G7SAT�N 1.50% PASSF 0RT 1.00% P1�TEhIhNf+tV< 1.p0% I N4G2E1MI�E�IT 1.50% RSA 5EER4)2CT5" � �' 1.Sp% F GEEI E4 IASY TtM 95 1.00ya 1,.50% SEfphIS� 1.509£ SI�LJSFI ARC _ _ 'L.50% $TASE KER IU pRK INFR S1"R RIN 1.005% S FF2I.EPdT N1Nda4CN.E 1.Sp°Y% SENhIGu R0 LON SMITH 10% t'ECII p N'9dENp NrIIC1iCY L,5.aO% TRN,ST*kRE 150% ULTF? I3AL' .. . 1 pp% VURME,TRIC NA EEMSEN,SE Y+atl mr a INs1a F&aNSNrsharw' 2,00% N C O C O O m G U C U N d N N {p V U! N U N U d 3 L N J L O (O `'0 O 0 a Q C w L L n O L W o OON a `or 4 ; t9 U1 N E UP N N O p Y� J J J J na ❑ -r O O U W O O o O o p] co `� N 2 2 = 2 2 r a ° r Q ° O c o a a W IN V E N N N J _ Z J F C V C (0 C n d LL ,w N r ® N m y £ o > > p L W N ` v O s a m ,�,� _ H(� 9 a a E m a d Q J Q N in v 'a N u N m t`6 N o S a, b9 U1 b3 fA fA Q v 3 m ¢ d LL o m p_.� O. v o N m a N N o- vm W m Z m o m m a� O W U O U z UJ v a C 6 V m U N o u r O CL 3 � r Q y 3 m $ (o 0 H a o m m v o LL o 0 0, w m F o o U Q o Y v IL 0 O C O - N U7 _ ° -moo E E OI N 'J O L w J 3 J d � N E OL d ',� e+.. in N D O O U V U N N 0 N N � N N N N f0 E 2 O U O U N d N O .0 J C C o w SHI Comments to terms and conditions for NASPO SVAR: This proposal is based on mutually agreeable terms and conditions-If SHI is a potential candidate for award,we will be pleased to discuss the details of the terms and conditions for the contract.SHI is a reseller and not OEM.SHI provides services as a reseller.Therefore,the terms and conditions have been modified below to reflect this relationship.SHI understands that terms in the Uniform Terms and Conditions document are standard and that the Special Terms and Conditions will take precedence. If we cannot get changes made to the UTC,then we would like the changes below noted in the Special Terms and Conditions. Special Terms J.Policy shall contain a waiver of subrogation 6-Po9icy ahatll-<;ecBtarn aawa vet Q"obrogati and Conditions; endorsement,as required by this written agreement,in endE>ftyoFraeak;aei-igs{ulaerl.by.{gi¢..wal4esy.agrotawraacrt;-in X. favor of the State of Arizona,and its departments, {;ayyyw.o t sadapatlnrantc; Indemnification agencies, boards,commissions, universities,officers, aganaias,-IaoafAa,o1>nwnissions;rindvarsiUegit6rears, and Insurance; officials,agents,and employees for losses arising from gyalgdy}g-�nyp4pyyos-fkyw•peyag,g..awiw ,ag:from 1.3.3 Workers' work performed by or on behalf of the Contractor. woork-gaerPkarr-aed-lay-rwctrra-krehalrnCfba�Gonlrador: Compensation and Employers' tSPFf note::SHI's aolicvdoes not anlude wadvoroY LiahlYit .........._ ;araroetatidn for IMorkar'.s.Comtr »satiorr irr Arlxnraa�, ...._......_.... - ........_ ..... .._ --------------- Special Terms Each Claim$2,000,000 Each Claim$2,000,000 Xnd Conditions; Annual Aggregate$2,000,000 Annual Aggregate$2,000,000 Indemnification f.Such insurance shall cover any,and all errors, I.Such insurance shall cover any,and all errors, and Insurance; omissions,or negligent acts in the delivery of products, omissions,or negligent acts in the delivery of products, 1.3.4 services,and/or licensed programs under this contract, services,and/or licensed programs under this contract. Technology Errors& g.Coverage shall include or shall not exclude set lamer$ Omissions settlement and/or defense of claims involving 2nAdor-<1g¢ea1Nw-gLclatimpFn+WOW6fYgaFlteBlet4ptkrl-pse}ak§Fkyr Insurance intellectual property,including but not limited to patent insleCdi%drat r1obllrtlW(gad.{wy-pa(aratew.yepydygap or copyright infringement. h.In the event that the Tech E&O insurance required h.In the event that the Tech E&O insurance required by by this Contract is written on a claims-made basis, this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract policy shall precede the effective date of this Contract and,either continuous coverage will be maintained or and,either continuous coverage will be maintained or an an extended discovery period will be exercised for a extended discovery period will be exercised for a period period of two(2)years, beginning at the time work of two(2)years,beginning at the time work under this under this Contract is completed, Contract is completed. (SHl Woos 6!-/i isn'( +'alemi o of L5W—.s�o,.�rgecgde,. so wre do trot PrErer_e roveraga2.Cpte�.yL✓�,4Yr�hr yr„(Jr3nrtament nequiran contract. Special Terms Each Claim$2,000,000 E�Was „lalri+42100"Go and Conditions; X. Annual Aggregate$2,000,000 Ana:Waal-Aijitj¢ega"2.;(#Of'p,t}(gp Indemnification i. Such insurance shall cover any and all errors and i-,Stanso.shalt-ooaecTapyarad-a.l1Hu=llrartq and Insurance; omissions or negligent acts in the production of maw"sasVcuas or-negligenk-aeEs ira-{hq.prkDduc9ron-of.ognte.11, 1.3.5 Media content, including but not limited to plagiarism, mckadBr -btaf-nUi-6pgld5a#-6o-pd&giaGir;u�wlaW6er+rllkoF, Liability defamation, libel,slander,false advertising,invasion of adanrpeh.-false cutvartdskug-kava�sden-eVpWaaar•/; ned Coverage privacy,and infringement of copyright,title,slogan, ieEringaprarxapycighlr^tW4CF4ogawe,-1wfaAernaak;-secvlrrs trademark,service mark and trade dress. mark arst"rikadfaw j. In the event that the Media Liability insurance )-.4MMs-evger9iR1a4-Whe••Yvfadra�4,-0akrilrUy rwtstrtrancat}aired required by this Contract is written on a claims-made by-gwis0„orxtl+'actd6 rArrilW+dnoF7Falydaisu&-rn,. -r basis,Contractor warrants that any retroactive date Y„gaykar,Cyp-wrararaps-Fktag..arry tetrkiacWiivo..vyag uwdgr.0de under the policy shall precede the effective date of this doll&.of.{pyjs..t„onfioaal Contract and,either continuous coverage will be anq,.gaidW>t .6gnV6rYtsf7W,rt✓asowro abnfairtaed;-ewaal maintained, or an extended discovery period will be a-period exercised for a period of two(2)years beginning at the at two-(2)-yoarsonginrkng at the-1Wrne wor&-prargkdr-Rkria time work under this Contract is completed. Cornhart-4s-rcompdelod- aNP nnYas,�SFd!�t ae rr' earn M cfra LlaUolJovr�,,, Uniform Terms Any materials,including reports computer programs Any materials including reports, computer programs and and Conditions; and other deliverables,created under this Contract are other deliverables,created uni sgopig of work.9ep this 3.7 Property of the sole property of the State.The Contractor is not Contract,and so if0a itirl as sz7i01 e6Yyerapf are the sole the State entitled to a patent or copyright on those materials and property of the State,.The Contractor is not entitled to a may not transfer the patent or copyright to anyone else, patent or copyright on those materials and may not the Contractor shall not use or release these materials transfer the rnWent or copyright to anyone else The 1. without the prior written consent of the State- Contract shall not use or release these materials without the prior written consent of the Slate. Hl trotE R .ors ev_aloperYVpr foe SYSPa to take gwatilhigAwould b ngfa ad 0=2 vok. $Hr Ns rasedfar SW PYrerises„urrtler this.c0inpraGt,sp no tP!s olr7 '.1 ha k Bs dnrdrr Fire Nrotmal arse oC sin s. Uniform Terms Any and all intellectual property,including but not Any anrb all Intellectual property,including but not limited and Conditions; limited to copyright,invention,trademark,tradename, to copyright,invention,trademark,tradename,servioe 3.8 Ownership service mark,andlor trade secrets created or mark,andlor trade secrets created or conceived pursuant of Intellectual conceived pursuant to or as a result of this contract to or as a result of this contract and any related Property and any related subcontract("Intellectual Property'), subcontract("Intellectual Property"),shall be work made shall be work made for hire and the State shall be for hire and the State shall be considered the creator of considered the creator of such Intellectual Property. such Intellectual Property.The agency,department, The agency,department,division, board or division,board or commission of the State of Arizona commission of the State of Arizona requesting the requesting the issuance of this contract shall own(for and issuance of this contract shall own(for and on behalf of on behalf of the State)the entire right,title and interest to the State)the entire right,title and interest to the the Intellectual Property throughout the world.Contractor Intellectual Property throughout the world.Contractor shall notify the State,within thirty(30)days,of the shall notify the State,within thirty(30)days,of the creation of any Intellectual Property by it or its creation of any Intellectual Property by it or its subcontractor(s).Contractor, on behalf ofit,,lf and any subconlractcr(s),.Contractor,on behalf of itself and any subcontractor(s),agrees to execute any and all subcontractor(s),agrees to execute any and all documents)necessary to assure ownership of the document(s)necessary to assure ownership of the Intellectual Property vests in the State and shall lake no Intellectual Property vests in the State and shall take affirmative actions that might have the effect of vesting all no affirmative actions that might have the effect of or part of the Intellectual Property in any entity other than vesting all or part of the Intellectual Property in any the State.The Intellectual Property shall not be disclosed entity other than the State.The Intellectual Property by contractor or its subcontractor(s)to any entity not the shall not be disclosed by contractor or its State without the express written authorization of the subcontractor(s)to any entity not the State without the agency,department,division,board or commission of the express written authorization of the agency, State of Arizona requesting the issuance of this contract. department,division,board or commission of the State i'.haAandfnn the foreaoinQ EfY n r of Arizona requesting the issuance of this contract. owMfa to dttNr9Q,„(7Q_(,',( Ir I fg f gvrf]sJSfY axP fn In let Ie2tal urooerlw.Gnelutlj(,gi ,anv svatamg,,d r'yal wey, me AillgglWirij and+anlaancements twfarnta 429 rnn21 lsg ',g eyr nTig111 'f CoillracfQl'.and.Qlmyloolser scrip4Vn npolicatliIAg-V Ie awed dl®,rsatia tl,t anh�ar tof�K Yf$„Chird oarty NNcrinso�r nn the afrr<t rm ce of hi2. n r cl. Uniform Terms The Contractor shall indemnify and hold harmless the The Contractor shall indemnify and hold harmless the and Conditions; State against any liability,including costs and Stale against any liability,including costs and expenses, 6.3 expenses,for infringement of any patent,trademark or for infringement of any patent,trademark or copyright Indemnification. copyright arising out of Contract performance or use by arising out of Go ''aekpe u±Yalan«p9r terValS deyelniae'..d Patent and the State of materials furnished or work performed by(the C,0j rddtgj,(",�CQr>n@ IF M21q(g,(",,a„t" or use by the Copyright under this Contract.The Slate shall reasonably notify State of maleniala-fumHahcael-ar-weak-porfsrmaN-andec-p&ila the Contractor of any claim for which it may be liable Ceatraotthereof.The State shall reasonably notify the under this paragraph. If the contractor is insured Contractor of any claim for which it may be liable under pursuant to A.R.S,§41-621 and§35-154,'this section this paragraph. If the contractor is insured pursuant to shall not apply. A.R.S.§41-621 and§35-154.this section shall not apply MMNate' Si'iP cen tadanrnNfv for drrlrrn .rn rn grad we r1evglPpr/creaYa.�!'..g(� Nav"ni,.pASk .._..----- - .- ---..._. (.Trull°fA'rION Ot't�E9tl LN.rr ADD If awarded,SHI would like the following clause added to the final contract,whether its the uniform terms, to)NF=•ITFIER RAR'rY WIP.IL t"E LVAROLt; �; special terms,or WSCA terms. SiI L RIJNITIW� INiDIf#ECTo IIWfwGUEfW°I'Ab{'7R 4IMITEC7 1°CD LC1�S OF OR D�„�r?r1Ft�I.t7`;+5 �('75"ANTICIPATE;41Iit;:yENUEC7RPRt7'F17S k,,,;'V�K ^��i�E�R fMRAIRMCNT cry e7THER Airs, �ETR�S�RESEEAEi.E���I�u Hr�Nr �,���RTv r,.+SEEN •ran vls�u taP sue. P d�SSIESILI'fY G5F SUCM IUAMA-CCU°P�tQ!�IO�°�.p HC7WBrWER TNA'r FOR THE A'Wt71GYANCFC}R GQN1B'Y qF N �4QES ARlallh 1N Ct7N15EGTl(YN VIA A �i IC,,ACIf q[jNNMNIV=1GF11'IDB QRR.. r,(_C7NFIUENTIAI„ITY HEREUB±d[7ER SHA 4�- M_.(°;:�C3 "f�,;;,CYfRECT"6AMAGES PORj WHICH RFQQVERY N N TEE BARRE40 R..Y,THIS PARAQ`sRAPI'1 ......_...........__. ....._... _.............._...,. .. _.._ ...... _... _._..�___.....____...._.__ ELR*-QW�l LN ERTYPA -R-.JYBYj2jjOffi - _.MQL Kjj r N ji PARTY'$ E-Q]ALCUMULAINE UALjIL!jLj2jtK OTHER I�LL�ONNE�C (.) WITH jLUA9B9jMOL WHFTHER.IN COULR T ZOR O'fj:UL-,Ag� —2S2R-�- TIdEORY,VVILINQ-T-��9�Fg rj� )Nff- =jAL-&MDL QE�FFF PAID OR PAYABLE BY THE ST A I E LQQOkLa8�LQLR U N jLE.R HIS AGREEMENT M jEffiffi2R OU ID QLL -§-f-QFiEiNCIDENTVVHICH GAVE CAUSE rOR SUCH LIABILITY. ...........................- T7 J ' P0,Ht Ilk U�� Software Value-Added Reseller (SVAR) Services MASTER PRICE AGREEMENT with S►HI INTERNATION, CORP. Contract No. ADSiPO'L 6-130651 State of Arizona Lead State Effective: April 8, 2016 to April 7', 20,1 S 1 Page Offer and Acceptance State of Arizona State Procurement Office 6 SOLICITATION NO ADSP016-000015929 100 North 15'h Avenue, Sulte 201 of Phoenlx,AZ 85007 OFFFER0R: SHI International Corp. a OFFER TO THE STATE OF ARIZONA: The Undersigned hereby offers and agree,, to furnish the matenai, service or construction in compliance with gill terms conditions, specs cahns and amendments in the Solicitation and any written exceptions in the offer. Signature also certl ies mall Business status. SIT I nternalun1Tl l:e s s, °r'*" +r1(aw-- _,. m. -,_ .... _..__ omparry Name fiignaLre of Person ANtgdieA t0 Sign r}aer 290 Davidson Ave. Natalie Slowik w�_..... ..__._...... _,,,,,,,.�.� ......... . ................................................ ... ....._.._._........,. P*ftd dame Somerset N] 08873 Sr cm 8Z9fl1 Mir! ( �eltluclMPs _ _. 4;:i1y p5Lolet 2;$» . Title prxne 888-764-8888 .......—_ F-mail Alisun_T'urner&shi.com Fax. 732 764 9889 �............ ..... ............___. _.—..._.. _ . ....... ------- ---------- By signature in thin Offer section above..the Offeror perllnes 1,Trie submission of the Offer did np1 invofve cortuslan or other ante rnpetltive pravlws, 2, The Offerm shalt not drscnminate against any employee or appliUnd ter employment an v Iaron or Federal Executive Order 11246,Stale Executive Order 2009-9 a A R,S 0 41-1461 through 1465. 3. The Offeton has not given.offered to gri nor Intends to give at any lime hereafter any econionic o0ponunity.future erploymem,gill,loan,gralulty, special dlgrounL tri favor,or service to a public sarvanl n connecfron wilh the cubmated offer-Fairure to provvle a valid signature affimang the stipulations required by this pause shell result in rejection or the offer_Signing the offer with a false slatemenl shall void the offer,any resutjng COMM'earl r ldAy to wc*r'4lo legal remOoriol plrrvhleel by law, 4 The(',Aforor rptfifienv drool 9x1 obove raNvrck. j ryrgan�,alXr>n_ISf X IS NOT a small b rsiness with less then 100 employees or has gross reverares of 54 million or less. ACCEPTANCE OF OFFER The Offer is hereby accepted. The ContrarAor is now bound to sell the materials c r services listed by the allached contract and based upon the solic4talion, 09 P of'a Offer as accept od by the State TThis hee Contract date halt henceforth f Contract referred to X act No nd tihe Contr.ar't�.., n .....................__: me u r all terms,conditions, specifications,s, ecIrve The Contractor is cautrolred not to commence any billable work or to provide any material or service under this contract until Contractor receives purchase order,contract release document or written notice to Proceed (r/'y� State Awalydoed tills Arizona + "".".mm day of .� ;,."" ,.w. 20 , w P'roisOrmrwxl G3�r,;ar ........ 2 1 P a g e State of Arizona Master Agreement State Procurement Office Table of Contents 100 North 15�h Avenue, suite 201 Phoenix, AZ 85007 _. m.......m. ...........................__ Contract No: ADSPOI6-6-130651 Description: Software Value-Added Reseller(SVAR)Services Table of Contents EXECUTED OFFER AND ACCEPTANCE FORM .., .....,._.... . .. ........... ..,..,,. .......,.2 TABLEOF CONTENTS ..... __.._... .,,,.,. . ...... . .............. .............. .. . ........ ._,..,..3 SECTION 1: NASPO Val uePoint Solicitation ADSPO16-00005829—GENERAL INCFORMATION.........................4 SECTION 2: SCOPE OF WORK ......_.,.,. ..,..,, ....... .......... ..............7 SECTION 3: NASPO ValuePoint Master Agreement Terms and Conditions.. .......... .......... 22 SECTION 4: Lead State(State of Arizona)Terms and Conditions -- , ..... .......... ...._.37 State of Arizona Special Terms and Conditions ............... .. ........... .. . . . ..,.,..., ., 37 State of Arizona Uniform Terms and Conditions- ..,..,.. . .........,. ......,,.,,...,. .. ....,,50 State of Arizona Master Agreement State Procurement Office 100 North 1511 Avenue, Suite 201 Section 1: General Information Phoenix, Az 85007 Contract No' ADSPO1.6-130651 Description. Software Value Added Reseller(SVAR)Services 1.1 Purpose The State of Arizona, State Procurement Office, is requesting proposals for Software Value-Added Reseller (SVAR) services in furtherance of the NASPO ValuePoint Cooperation Purchasing Program (NASPO ValuePoint). The purpose of this Request for Proposal (RFP) is to establish Master Agreements with qualified Offerors so that NASPO ValuePoint Cooperative Members may acquire Commercial off the Shelf Software (COTS) and related services from Software Value-Added Resellers. The objective of this RFP is to obtain best value, and in some cases achieve more favorable pricing, than is obtainable by an individual state or local government entity because of the collective volume of potential purchases by numerous state and local government entities. The Master Agreement(s) resulting from this procurement may be used by state governments (including departments, agencies, institutions), institutions of higher education, political subdivisions (i.e., colleges, school districts, counties, cities, etc.), the District of Colombia, territories of the United States, and other eligible entities subject to approval of the individuals state procurement director and compliance with local statutory and regulatory provisions, as explained in section 3 of the NASPO ValuePoint Master Agreement Terms and Conditions. The initial term of the Master Agreement shall be two (2) years with renewal provisions as outlined in Section 3 of the NASPO ValuePoint Master Terms and Conditions (Section 4). 1.2 Lead State, Solicitation Number and Lead State Contract Administrator(LSCA) The State of Arizona, State Procurement Office (SPO) is the Lead State and issuing office for this document and all subsequent addenda relating to it. This solicitation (RFP) is a competitive process, in accordance with the Arizona Procurement Code available at https:/lspo.iz.goll . The Arizona Procurement Code is a compilation in one place of Arizona Revised Statutes (ARS) 41-2501 et seq. and administrative rules and regulations A.A.0 R2-7-1010 et.seq. The Solicitation #ADSP016- 00005829 must be referred to on all proposals, correspondence, and documentation relating to this RFP. The Lead State Contract Administrator(LSCA) identified below is the single paint of contact during this procurement process. Offerors and interested persons shall direct to the Lead State Contract Administrator all questions concerning the procurement process, technical requirements of this RFP, contractual requirements, requests for brand approval, change, clarification, protests, the award process, and any other questions that may arise related to this solicitation and the resulting Master Agreement. The Lead State Contract Administrator (LSCA) designated by the State of Arizona, State Procurement Office is, Charlotte Righetti, CPPB, CTNS State Procurement Manager State of Arizona, State Procurement Office 100 N. 151"Avenue, Suite 201 Phoenix, Arizona 85007 Phone: (602)542.9127 1.3 NASPO ValuePoint Background Information NASPO ValuePoint (formerly known as WSCA-NASPO) is a cooperative purchasing program of all 50 states, the District of Columbia and the territories of the United States. The Program is facilitated by the NASPO Cooperative Purchasing Organization LLC, a nonprofit subsidiary of the National Association of State Procurement Officials (NASPO), doing business as NASPO ValuePoint. NASPO is a non-profit association dedicated to strengthening the procurement community through education, research, and communication. It is made up of the directors of the central purchasing offices in each t State of Arizona Master Agreement State Procurement Office 100 North 1511 Avenue, Suite 201 Section 1 : General Information Phoenix, AZ 85007 Contract No: ADSP016-130651 -____-- Description Software Value-Added Reseller(SVAR)Services of the 50 states, the District of Columbia and the territories of the United States. NASPO ValuePoint facilitates administration of the cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. For more information consult the following websites: www.naspovaluepoint.org and www.naspo.ora . 1.4 Participating States In addition to the Lead State conducting this solicitation, the Participating States listed below have requested to be named in this RFP as potential Users of the resulting Master Agreement. Other entities may become Participating Entities after award of the Master Agreement. State specific terms and conditions will govern each state's Participating Addendum that will govern each state's Participating Addendum. A listing of the Participating States can be found in Exhibit I. 1.5 Definitions — all capitalized terms in this document have the meaning as defined in AAC R2-7-101. Any capitalized term not defined in AAC R2-7-101 has the meaning defined below. "Appliance" means a separate and discrete hardware device with integrated software (firmware), specifically designed to provide a specific computing resource. For the purposes of this solicitation only an "Appliance" which is the sole means of obtaining the Software product is allowable. "Attachment" means any item the Solicitation requires an Offeror to submit as part of the Offer. "Best and Final Offer (BAFO)" means a revision to an Offer submitted after negotiations are completed that contains the Offeror's most favorable terms for price, service, and products to be delivered. "Commercial Off the Shelf" ("COTS") for the purposes of this solicitation means non-developmental software which has been created for specific uses and is available to the general public in the commercial marketplace. COTS products are designed to be implemented easily into existing systems without the need for customization. "End-User License Agreement (EULA)" is a legal contract between the manufacturer (publisher) and the end User of an application that details how the software can and cannot be used. "eProcurement(Electronic Procurement)" means conducting all or some of the procurement function over the Internet. Point, click, buy and ship Internet technology is replacing paper-based procurement and supply management business processes. Elements of eProcurement also include Invitation for Bids, Request for Proposals, and Request for Quotations. "Excluded Software Publishers" means a Software Publisher who is unwilling to do business with a Reseller. "Exhibit" means any document or object labeled as an Exhibit in the Solicitation or placed in the Exhibits section of the Solicitation. 5 Page State of Arizona Master Agreement State Procurement Office 100 North 15`^Avenue, Suite 201 Section 1: General Information Phoenix,AZ 85007 ....................................... Contract No. ADSP01 6-1 306 51 Description: Software Value-Added Reseller(SVAR)Services "Lead State Contract Administrator" ("LSCA") means the Procurement Officer for the Master Agreement. "Master Agreement" ("MPA") means the contractual agreement executed between the winning (awarded) contractor (s) and the Lead State conducting the procurement on behalf of NASPO ValuePoint. "Non-perpetual license" or Subscription License" is a temporary license that provides the right to use a particular licensed product until the end of the license-agreement term. "Participating State Contract Administrator" ("PSCA") means the Procurement Officer for the Participating State. "Perpetual license" means a license which is everlasting and valid if the software is being used in accordance with the license-agreement requirements. "Person" means any corporation, business, individual, union, committee, club, or other organization or group of individuals "Publisher" means a software manufacturer (e.g., Microsoft) "Reseller" means a Software Value-Added Reseller who is awarded under this solicitation, and who has a fully-executed (MPA and PA-s) contract. "Reseller Cost" means the price that the Reseller pays the Publisher or Distributor to purchase software on behalf of the Participating State. Reseller Cost should not include any administrative or other mark-up costs. "Software" means the computer program, including media and associated documentation. "Software Licensing" means allowing an individual or group to use a piece of software. "Software Maintenance and Support" means any software upgrades, annual updates, patches and fixes needed to improve functionality and keep the software in working order. "Solicitation Amendment" means a change to the Solicitation issued by the Procurement Officer. "Volume License Agreements (VLAs)" means an agreement with a Software Publisher wherein the Participating State's total expected purchasing over a period of time is considered in establishing the discount level. 6 Page State of Arizona Master Agreement State Procurement Office Section 2: Scope of Work 100 North 151^Avenue, Suite 201 p Phoenix, AZ 85007 Contract No: ADSP616-1 00651 � Description: Software Value-Added Reseller(SVAR)Services 2.1 Software Value-Added Reseller ('Reseller' — "SVAR") 2.1.1 Software Value-Added Reseller ('Reseller' —"SVAR") shall be a large account reseller authorized to sell products direct from Key Software Publishers or authorized Distributors. 2.1.2 SVAR shall do the following: 2.1.2.1 Provide Commercial Off-the-Shelf-Software (COTS). 2.1.2.2 Honor existing Volume or Enterprise license agreements. 2.1.2.3 Offer maintenance and support packages on licenses already owned by the Participating State and other Purchasing Entities. 2.1.2.4 Advise the LSCA, each PSCA, and other Purchasing Entities of SVAR's channel partner status with Key Software Publishers. 2.1.2.5 Retain or enhance reseller certifications with software publishers - At a minimum, maintain Reseller certification levels held at time of award. If Reseller's certification or reseller status is withdrawn or reduced, Reseller is required to immediately notify, in writing, the Lead State Contract Administrator (LSCA), each PSCA and other Purchasing Entities explaining: • The change, • The impact on their costs to obtain the product; • Limitations on the products or services they may provide; and, • The reasons for the change. Failure to provide the required notification, regarding significant negative changes in their reseller status, may be grounds for suspension or cancellation of the MPA and PA's. 2.1.2.6 Provide Pre-Sale Advisement- There shall be no charge for these services: 2.1.2.6.1 Advise the Purchasing Entity in making strategic software application decisions by providing evaluation copies, product comparisons, needs analysis, product information and application recommendations. 2.1.2.6.2 Act as liaison between the Purchasing Entity and individual publishers in identifying best approaches and cost savings opportunities for the Purchasing Entity. 2.1.1.6.3 Examples of such advice would be: • In selecting appropriate software; • In explaining Volume License Agreements with complicated rules, • In determining the most cost-effective buying strategies; In ensuring that Participating States and other Purchasing Entities are in compliance with licensing requirements, and, • In finding software options to meet a specific need, for example, a flow-charting package. 2.1.2.7 Reseller shall negotiate to reduce Reseller Cost, to pass on savings to the Participating State and other Purchasing Entitites. 7IPage State of Arizona Master Agreement State Procurement151Avnue, OffSuite � ce 100 North 15�^Avenue, Suite 201 Section 2: Scope of Work Phoenix, AZ 85007 Contract No, ADSP016-130651 Descriotion. Software Value-Added Reseller(SVAR)Services 2.1.2.8 Provide assistance in explaining and developing Volume License and Enterprise Agreements. 2.1.2.9 Provide Software Installation Assistance. 2.1.2.9.1 Provide, at no additional cost, assistance or advice in basic installation or implementation of COTS product. 2.1.2.8.2 If the Purchasing Entity encounters difficulty in downloading or installing the software, the Reseller must provide assistance within eight (8) business hours of being informed of the problem. 2.1.2.10 Provide Software De-Installation Assistance, 2.1.2.11 Provide Tracking, Management, Usage Monitoring and Reporting of Licenses 2.1.2,11.1 Reseller shall have in place a product license inventory and asset management system, which will include an accurate inventory record of product licenses purchased under this Contract. 2.1.2.11.2 Reseller must also have the capability tracking maintenance renewal and other significant due dates. 2.1.2.11.3 At a minimum, this system shall be able to provide this information by Participating State and Purchasing Entity. 2A.2.11.4 Reseller shall work with Participating State, other Purchasing Entities, publishers, previous and subsequent contract software resellers, and hardware computer contractors to ensure the most comprehensive record of licenses is created, maintained, and the information transferrable. 2.1.2.11.5 States may choose to award multiple PA's under this Agreement. Details on how licenses are to be tracked and managed under multiple awards will be determined by that awarding State. 2.1.2,11.6 As may be required by a Participating State, or other Purchasing Entity, Reseller shall work with NASPO ValuePoint computing equipment contractors, or a Participating State's comparable computer hardware contractor, to see that any software acquired under those contracts can be tracked through this contract. 2.1.2.12 Notify Participating State and Purchasing Entities of publisher publicly announced changes pertinent to User licensing. 2.1.3 SVAR shall Develop and Maintain Website 2.1.3.1 For Participating States, Reseller shall develop and support a website specific to that State, with content approved from the LSCA or PSCA as appropriate based on content. 2.1.3.1.1 This web site information shall be available through the Internet without the use of additional software or licenses. 8 G' t: ge State of Arizona Master Agreement State Procurement Office Section 2: o Scope f Work 100 North 151^Avenue, Suite 201 Phoenix, AZ 85007 Contract Na AOSPO96-930551 Description: Software Value-Added Reseller(SVAR)Services 2.1.3.1.2 Website should be User friendly to allow for quick and easy access and use. 2.1.3.1.3 Website shall be available 24 x 7, except for scheduled maintenance. 2.1.3.1.4 Website shall be AAA compliant. 2.1.3.1.5 No costs or expenses associated with providing this information shall be charged to the States. 2.1.3.1.6 Universal Resource Locator(URL) for the website must be supplied to the PSCA and the LSCA within sixty (60) days of the execution of the PA. 2.1.3.1.7 The website will include contract information, product information/catalog, the capability to generate online reports, and other pertinent information as may be reasonably requested by States, such as copies of VLAs. 2.1.3.1.8 Publisher Notifications and Other Industry Information. In the event that a publisher publicly announces changes that are pertinent to User licensing, the Reseller shall assist Users by posting the information on the state websites. 2.1.3.1.9 Reseller shall provide, at no additional cost, training on how to use their website and how to use this contract in obtaining quotes and placing orders. Online training should be available on the website, but supplementary electronic (e.g. Webinars, emails), telephone or on-site training should be provided, as needed, during standard working hours. 2.1.3.2 Contract and General Information. The website shall provide contract and ordering information to include, at a minimum: 2.1.3.2.1 The contract number(s) (MPA and PA), 2.1.3.3.2 The Reseller primary contact and contacts to whom incidents are to be escalated: • Name(s and titles • Areas of responsibility for each contact name; • Phone number(s), and, • Email address(es). 2.1.3.3.3 Information on use of wetisite, 2.1.3.3.4 Quote and ordering information; and, 2.1.3.3.5 Notifications regarding publishers and products, such as pending key product changes or upgrades. 2.1.3.3 Online Catalog 2.1.3.3.1 Reseller shall provide COTS software, and software maintenance of new or existing licensed software, under this contract. Information on approved products, customized by Participating State, will be available through an online catalog and through Reseller's representatives either through email or telephone inquiry during the standard working hours of the Participating State. The online catalog shall provide an expansive list 9 1 P a g e State or Arizona Master Agreement State Procurement Avenue, Suite � ce 100 North 15�^Avenue, Suite 201 Section 2: Scope of Work Phoenix,Az 85007 _. ..............._. ........ contract No:No, ADSP016-130651 Description. Software Value-Added Reseller(SVAR)Services of products allowed per the contracts, particularly those products of itemized publishers. 2.1.3.3.2 The website shall provide contract and ordering information to include, at a minimum: publishers, product names, standard product pricing, and product descriptions (photos optional or links to access product literature). Regardless of the number and types of links to the Reseller's electronic catalog, the Reseller shall ensure that all eligible agencies purchasing under one PA are accessing the same current base version of the product catalog. Online information shall include purchases of Volume or Enterprise License Agreement software as well as individual COTS software licenses. 2.1.3.3.3 Online catalog shall be restricted to just software. Non-authorized products or groups of products shall not be on the website. Reseller shall not use this proposed website to cross sell or cross advertise other products and or services the Reseller may be able to offer. 2.1.3.4 Product Searching Capability. At a minimum, the online catalog should be searchable by Purchasing Entity and their VLAs, Software Publisher, Product name, OEM product number, and software description (e.g., GIS, Security). The online category can be modified as Users' needs dictate, such as including products obtained through a distributor (non-itemized publisher products) that are frequently purchased. 2.1.3.5 Online Product Quotes. Product price displayed online is a 'not-to-exceed' product price quote based on contract rate and real time Reseller Cost. For high dollar purchases, or quantity purchases, Purchasing Entity should request a quote by contacting Reseller representative off-line. The online pricing should allow for overrides when a quote with a negotiated better price has been offered and is being placed online. Website should have capability to track all quotes by Purchasing Entity and be easily accessible for viewing by quote number. Website shall include a shopping cart feature that allows Purchasing Entities to provide shipping instructions. Purchasing Entities can place orders on the web either via credit card or purchase order. Specifics regarding an individual state's requirements for placing an order may be included in that State's Participating Addendum (PA). 2.1.3.6 User Differentiation. Catalog should be designed so as to provide a means to identify the Participating State (state agency or other eligible Purchasing Entity). This method used must not require any administrative tasks on the part of the LSCA for the MPA, the PSCA for the individual PSCA. Website should allow Users to develop personal lists and profiles, including an option to securely store and maintain procurement card information. Catalog should have the capability of being used as a 'Punch Out' to an individual state's electronic purchasing system. 2.1.3.7 Online Reports. Website shall have capability to provide order history, as well as order status and order tracking. 2.1.3.8 Other. Other information may be added to the website as may be required by State (such as copies of volume license agreements) or enhancements that may be proposed by Reseller and approved by State. 10IPage State of Arizona 0 Master Agreement State Procurement Office Section 2: Scope Of Work 100 North lVh Avenue, Suite 201 p Phoenix,AZ 85007 Contract No ADSP'01 6-1 306 5T Descriotion, Software Value-Added Reseller(SVAR)Services 2.2 COTS Products 2.2.1 Software which requires little or no services IN SCOPE Offerings OUT OF SCOPE Offerings LICENSING TYPE COTS Individual Licensing Custom Customized Volume Licensing Enterprise Licensing LICENSING Perpetual Subscription none PERIOD Delivery Shrink-Wrap Download none HOSTING On Premise Off Premise Managed Service as part of delivery Managed Services means the &use. proactive management of an IT (Information Technology) asset or object by a third party typically known as a MSP, on behalf of a customer mspalliance cam/definition-of- manaqed-services/ 2.2.1.1 Most Current Version - Purchase orders shall be deemed to reference a manufacturer's most recent release model or version of the product at the time of the order, unless the Purchasing Entity specifically requests in writing an earlier model or version and the Reseller is willing to provide such model or version. 2.2.1.2 Licenses and Maintenance Agreements 2.2.1.2.1 Volume License Agreements (VLA) and Enterprise License Agreements (ELA) The Reseller will honor existing Participating State's VLA's or ELA's with publishers and include those licenses as part of the Reseller's license tracking service. Following an executed PA with a Participating State, and if so required by the Participating State, the Purchasing Entity and/or an individual publisher, the Reseller will identify itself to software publishers as Reseller for that Participating State or Purchasing Entity. If so required by the Publisher and Participating State, Reseller will execute a change of channel partner agreement with the Publisher. Resellers will sell additional seats consistent with Purchasing Entities' Enterprise or Volume Agreements. Reseller will work with Participating State, Purchasing Entity(ies) and Publishers as needed to establish new VLAs or ELAs. The Reseller will work with the Publisher and Participating State as necessary to ensure the Participating State receives timely and pertinent license information, such as: license or agreement renewals, or opportunities based on actual volume. Reseller will work directly with Purchasing Entity(ies) in establishing, signing and maintaining enrollment agreements. If Reseller is sole SVAR contractor in a State, Reseller will aggregate all enrollments together for 11 Page State of Arizona Master Agreement State Procurement Office Section 2: Scope of Work oo NoPhenxAAZ 85007Ite zot .__.___........... — Contract Nc, AOSPC79 6-1 9665t Description. Software Value Added Reseller(SVAR)Services Master Agreement reporting purposes. If a PSCA elects to have multiple SVAR contractors, Reseller's responsibilities will be delineated in that State's PA. Resellers shall monitor and be able to report on the current levels of software ordered towards any of the Participating State's VLA required sales levels to ensure the Participating State does not fall short and thereby incur Publisher penalties. The Reseller shall be responsible for providing license usage information to the Publishers, if such information is required by the Publishers, in a timely manner (e.g., for 'true up' assessments) 2.2.1.2.2 Individual Software Licenses. Purchasing Entities can purchase individual COTS licenses, such as perpetual and non-perpetual licenses, through the Reseller. 2.2.1.3 Software Maintenance and Support Agreements. Purchasing Entities can purchase maintenance agreements, including upgrade protection, through the Reseller. Resellers will sell software maintenance agreements, even if the software was not purchased under this agreement, such as on-going support for a User's existing perpetual license. As requested, Reseller will explain what product support or services are included in a publisher's maintenance agreement. 2.2.1.3.1 Software Maintenance and Support. Reseller to provide needed services to support maintenance products such maintenance agreements, software upgrades, annual updates, patches and fixes needed to improve functionality and keep the software in working order. Such services may include providing recommendations on most cost-effective or appropriate long-term maintenance plan. Reseller will provide such support, not only to maintenance packages purchases under this agreement, but in support of any existing and current agreements. 2.2.1.3.2 Software Updates. 2.2.1.3.2.1 Users are eligible to receive, from the Publisher, all new releases and updates of the software, at no additional charge, while under a maintenance agreement. A "Release" means any collection of enhancements or updates which the Publisher generally makes available to its installed base of customers of such programs. The Reseller shall assist the Purchasing Entity to obtain such releases or updates for their Users from the Publisher. 2.2.1.3.2.2 Should a User not want to receive the next upgrade, the User shall so notify the respective Publisher. 2.2.1.3.3 License Confirmations For licenses ordered under the contract by Purchasing Entity(ies), Reseller shall be able to provide: 12IPage dd'd" State of Arizona Master Agreement State Procurement Office Y Section 2: Scope of Work 100 North 1510 Avenue, Suite 201 p Phoenix, AZ 65007 ContractN0, ADSP01 6-1 3 0651 _...._ Description. Software Value-Added Reseller(SVAR)Services (i) Certified Licensing Confirmation Certificates for all software licenses; (ii) Reseller's certified license confirmation certificates in the name of such Licensee; or, (iii) Written confirmation from the Reseller or Publisher accepting the Eligible Participating State's contract or purchase order as proof of license. The form of"Proof of License" provided must be acceptable proof to the Publisher, and in the format requested by the Purchasing Entity. The Proof of License shall be provided as an electronic file and/or a hardcopy document, as required by the Purchasing Entity. Reseller will retain an electronic file of Participating State's Proof of Licenses and provide copies to the Participating State as requested. 2.2.1.3.4 Transitioning License Tracking Information at Contract Termination The license information data acquired and retained by Reseller will be stored as sortable data fields so the license information can be transferred to the Participating State upon contract termination. Reseller will work with States and Participating Entities, or their designees, to ensure that the license information data has been successfully transferred in a usable format. 2.2.1.4 Leases Lease purchase and term leases are allowable only for Purchasing States whose rules and regulations permit leasing of software. Individual Purchasing Entities may enter into a lease agreement for the products covered in this Master Agreement, if they have the legal authority to enter into these types of agreements without going through a competitive process. No lease agreements will be reviewed or evaluated as part of this RFP evaluation process. 2.2.1.5 Software Publishers, Categories. The identified software product needs under this solicitation have been divided into three tiers: Key Itemized Publishers, Other Itemized Publishers, and Non-Itemized Publishers. See descriptions and chart which follow. As indicated, it is most desirable for Reseller to have a direct reseller agreement with the itemized software publishers. If a direct reseller agreement is not already in place between itemized software publishers and the Reseller, the Reseller is expected to enter into a direct reseller agreement and submit a rate for that itemized publisher that is better than the rate for a Non-Itemized Publisher. Over the life of this contract, product needs or volumes may change and new publishers may be added by amendment to the itemized publishers' lists. 2.2.1.5.1 Itemized tfi hest Volume Publishers fft hest Volume Itemized Lines' The products of the publishers in this category represent the highest tier of sales volume identified for this solicitation, of those publishers who sell through resellers. This category is the one most likely to include a Participating State's enterprise or high volume agreements with a publisher. Resellers shall be certified direct resellers for publishers in this 13IPage State of Arizona Master Agreement State Procurement Office Section 2: Scope of Work 100 NoPhe�x,Avenue, Suite 201 _C Fiact No ADSP016-130651 Description. Software Value-Added Reseller(SVAR)Services category. The preferred pricing that a Reseller receives based on their reseller certification status, in conjunction with the anticipated considerable volume of purchases through these Contracts, is the expected foundation for a very competitive base Reseller Cost, with further reductions of Reseller Cost as they are achieved through ongoing Reseller negotiations. A percentage rate above or below Reseller Cost is to be provided for each itemized publisher. Specific requirements may be required for some publishers in this category in an individual State's PA. 2.2.1.5.2 Other Itemized Publishers 01iigh Volume, Itemized Lines), The products of the publishers in this category represent a high level of sales volume as identified for this solicitation. This category may include a Participating State's high volume agreements or VLAs with a publisher. It is desirable for Resellers to be certified direct resellers for publishers in this category. A percentage rate above or below Reseller Cost is to be provided for each itemized publisher 2.2.1.5.3 Non-Itemized Publishers Call other distributed software purchases). This category is defined to include all other distributed computer software not specifically itemized. Enterprise or Volume Licensing Agreements are not anticipated in this category. New or existing software products can be added to this category at any time during the term of the Contract without the written consent of the LSCA and may be itemized in the online catalog, if volume justifies the addition. There should be one percentage rate above or below Reseller cost covering all products in this category OTHER ITEMIZED PUBLISHERS KEY ITEMIZED PUBLISHERS Certification as direct reseller NON-ITEMIZED PUBLISHER Certification as Direct desirable. If not certified, the One 'not to exceed' rate Reseller. percentage rate should be no areater than Non-Itemized rate ...__...__......... -. ------ -- ADOBE AI SQUARED AIRWATCH MOBILE DEVICE CITRIX MANAGEMENT VMWARE ----......------ ............ MICROSOFT ALLIANCE ENTERPRISES NOVELL APPLE SYMANTEC ATTACHMATE— MICROFOCUS VMWARE _ AUTODESK AUTONOMY— HP BAKBONE — DELL BARRACUDA BOMGAR REMOTE SOFTWARE CA TECHNOLOGIES ...._........ _.. CISCO - COMPUTRONIX USA 14IPage X La State of Arizona Master Agreement State Procurement Office Section 2: o Scope f Work 100 North 151h Avenue, Suite 201 Phoenix,AZ 85007 ................................. C .......—_ _.m....____._ ontract_...........__No. ADSP016-130651 ,Description. Software Value Added Reseller(SVAR)Services COMPUWARE COREL DOUBLETAKE EMC ENCHOICE ESET ESRI - FREEDOM SCIENTIFIC GUARDIAN EDGE - SYMANTEC GW MICRO IBM ---.. ICM CONVERSIONS INFOR__ INTERMEDIX EMSYSTEMS HP HUMANWARE INFORMATION BUILDERS KRONOS SOFTWARE LANDESK LASERFISCHE vv LIQUIDWARE STATUSPHERE MICROFOCUS INC MINJET _ MPS MQSOFTWARE - BMC SOFTWARE NC_IRCLE NETOP NUANCE ORACLE OSAM mm. PASSPORT PATCHLINK PROOFPOINT —- RSA SECURITY REFERENCIA SYSTEMS SAP AMERICA SAS SOLUTIONS SOFTWARE SOPHOS SPLUNK SOFTWARE .................� STASEEKER NETWORK INFRASTRUCTURE MONITORING STELLENT - ORACLE 151 P ,_I e State of Arizona Master Agreement State Procurement Office 100 North 150h Avenue, Suite 201 Section 2: Scope of Work Phoenix,Az 85007 _.........m. Contract No: ADSPO16-190651 Description Software Value-Added Reseller(SVAR)Services _ _...-.................. SUNGUARD SYBASE TECHSMITH ........... _ .®... TREND MICRO TRUSTWARE _....... ULTRABAC VO_RMETRIC WEBSENSE 2.2.1.6 Software Publishers General Representation. 2.2.1.6.1 Excluded Software Publishers. The Reseller must agree that there are no software publishers with whom they will refuse to do business if the Software Publisher is willing to do business with them. Resellers shall advise the LSCA or designee of any Excluded Software Publishers and provide explanations for the non-representation. 2.2.1.6.2 Expanded Representation. The Reseller is expected to continue to work towards reseller certifications with publishers not currently represented, particularly with those publishers whose sales volume merit classification into the itemized publisher lines. Similarly, Reseller is expected to continue to work towards a higher certification level with current publishers 2.2.1.7 Price Quote General. Pricing is submitted in the MPA as a percentage of Reseller Cost. Individual PA's will use the MPA pricing as a base and may negotiate an adjusted rate. Any negotiated PA rates, exclusive of taxes or any individual state's administrative fee, shall not exceed the MPA rates. As requested by Purchasing Entity, for example on a high volume single order, Reseller shall negotiate to reduce Reseller Cost, to pass on savings to the Participating State. Firm individual order quotes shall be provided to Purchasing Entity prior to order submittal. 2.2.1.7.1 Telephone or Email Quote Support. Reseller shall accept requests for quotes by telephone, fax, email, or online. Reseller shall accept collect telephone calls and/or provide and maintain a toll-free number for eligible agency use. Reseller shall provide an email address for receipt of requests for price quotes. Reseller shall provide written quotes by fax, email or online as requested by the Participating State. 2.2.1.7.2 Quoted Delivery Method. The quote must clearly indicate the method of delivery, whether via media, download, or 3.3 Services below. 2.2.1.7.3 Timely Quotes. Reseller agrees to work with publishers and distributors to obtain quotes and deliver software in a timely fashion. Expected response should be within twenty-four (24) hours but no more than three (3) business days. If, after three (3) business days, the Reseller has been unable to obtain the quote or assurances that 16IPag State of Arizona Master Agreement State Procurement Office 00� Section 2: Scope of Work 00 North Avenue, Suite 201 P Phoenix,AZ 85007 Contract No: -mADSP016-130651 - Description: Software Value-Added Reseller(SVAR)Services they can obtain the software, the Reseller shall contact the Participating State or other Purchasing Entity with a status report. The Reseller and the Participating State/Purchasing Entity will mutually agree as to whether the Reseller shall continue to pursue a quote and within what timeframe, or whether the Reseller will provide the Participating State/Purchasing Entity with a written statement that the Reseller cannot supply the software. If the Reseller has been unable to obtain a quote within ten (10) days of the request for quote, the Reseller shall provide a written statement (email is sufficient) to Participating State/Purchasing Entity, and the LSCA as may be required under the PA, that the Reseller cannot supply the software, and the reason why. 2.2.1.7.4 Guaranteed 30 Day Quote. Reseller is required to honor all quotes for thirty (30) calendar days. If it is known that a price adjustment will occur during the thirty (30) calendar days following the quote, the Reseller may provide two quotes, based upon the date that the order is received. 2.2.1.7.5 Sales Promotion. The Reseller may conduct sales promotions involving specific products or groups of products for specified time periods. If electing to exercise this provision, the Reseller shall submit a formal request for approval to the LSCA. The request should include: the product or product groups, the promotional price as compared to the standard price and the Master Agreement price for the product or product groups, and the start and end dates of the sales promotion. LSCA's approval shall be in the form of an amendment to the MPA. Upon approval, the Reseller shall provide conspicuous notice of the promotion to all Participating Entities. 2.2.1.7.6 A Participating State or other Participating Entity may allow the Contractor to charge a credit card fee in their Participating Addendum. 2.2.1.8 Product Delivery and Returns 2.2.1.8.1 Media. The Reseller shall work with Participating State or other Purchasing Entity to provide media via any method available and as requested by the Participating State including, but not limited to: original Publisher media, CD copies of master media duplicated by the Reseller, electronic downloads, etc. In cases where original publisher's media is not available, the Reseller shall provide CD's copied from master disks of the software purchased under any volume or enterprise license agreement. 2.2.1.8.2 Deiivery Period. Reseller to provide delivery no longer than ten (10) business days after receipt of a valid order unless conditions arise that are outside the control of the Reseller. If delivery cannot be within this time frame, Reseller is to notify Purchasing Entity of delay and anticipated 17IPage State of Arizona Master Agreement State Procurement Office ',.1. 100 North 151"Avenue, Suite 201 Section 2: Scope of Work Phoenix, Az 85007 ...._........-- .......... Contract No: ADSP016-130651 Description, Software Value Added Reseller(SVAR)Services ship date. If this delayed delivery is unacceptable to Purchasing Entity, the order can be cancelled without penalty. 2.2.1.8.3 Product Returns. Unopened software can be returned with no restocking fee up to 30 days from date of receipt, if allowed by the software publisher. If the software publisher has a shorter timeframe for returns or requires a restocking fee, this must be stated on the quote. If that information is not provided to the Participating State by the Reseller, Reseller is responsible for the restocking fee. If delivered software is defective, or if the incorrect product was delivered, the Reseller must agree to accept returns. If delivered software is defective, the Reseller is responsible for return shipping and packaging costs and for restocking charges if applicable. The Reseller must agree that any defective or incorrectly delivered media will be replaced by overnight delivery at the Reseller's expense if requested by the Participating State or Purchasing Entity. If overnight delivery is not requested, all replacement products must be received by the Participating State or Purchasing Entity within seven (7) days of initial notification. 2.2.1.8.4 Shipping Charges. Items covered under this contract are FOB Destination and shipping charges are not to be included on any invoice unless the Purchasing Entity has ordered expedited shipment. For expedited shipment, Purchasing Entity would submit their order including related shipping charges, which may not exceed the cost of delivery by the carrier. 2.3 Services SOFTWARE& Volume COTS Custom/Customized t.IC E S1NG TYPE Licensing LBMSFP}25 Perpetual Subscription NotA Uceble -_- De{iuer - i Shrink-Wray_ _ Download NotA livable ting of On-Premise Off-Premise Managed Services defl use Basic Installation,Training and Maintenance Consulting,configuration,engineering,design,etc., Means that activity which does not require any type of service specific to a Purchasing Entity SERVICES Consulting, Configuration, Engineering,Design or any other type of service specific requiring description of tasks and deliverables and to a Purchasing Entity requiring description agreement by the parties of tasks and deliverables and agreement b the allies Statoment of Work..,y per ,......... . ..... --..�., ..� .�.... 2.3.1 In Scope Services: Basic Installation, Maintenance packages and Training (3.4) are considered to be within the Scope of this Solicitation. This Master Agreement is intended for the acquisition of distributed, commercial off the shelf software 18 1 ;i , State of Arizona Master Agreement State Procurement Office a Section 2: Scope Of Work 100 North 151h Avenue, Suite 201 p Phoenix, AZ 85007 Contract No. ADSPg16-1 61 Descriotion: Software Value-Added Reseller(SVAR)Services 2.3.2 (RESERVED) 2.3.3 A Participating State may include a statement in their Participating Addendum allowing state employees to purchase software licenses. 2.3.4 Individual Participating Addendums may further limit the Scope of this Solicitation. 2.3.5 This Master Agreement is not intended for the purchase of custom software applications. 2.4 Training. 2.4.1 Training shall be available in the form of tutorials for basic installation and web-based training for software operation, basic phone support. 2.4.2 Provision of information on how to access a Software Publisher's "Help Desk" (either telecom or web-based) for basic use questions. 2.5 Customer Service and Representation. 2.5.1 Dedicated Representation and Timely Response. Reseller shall provide a dedicated representative for each Participating State. Such representative will become familiar with the State and its cooperative partners, provide a single point as needed for quote assistance, offer software recommendations, track and report on renewal deadlines, and serve as a contact point for the LSCA. Reseller must commit to returning phone calls or responding to emails within two (2) business days. 2.5.2 Problem Escalation. The Reseller must provide an incident escalation path for each State, showing on that State's website, the name, contact information, and role of individuals to whom problems should be escalated if the problems are not resolved by primary assigned contacts. 2.5.3 Product purchasing trends. The Reseller will speak with LSCA and sourcing team quarterly to review usage and discuss possible revisions of the categorization of publishers based upon actual sales volume or other changes. 2.5.4 Contract Reviews. 2.5.4.1 Reseller is expected to conduct quarterly reviews of all sales volumes and report sales figures and savings from Publisher's list price, by Publisher and by PA, as well as observed trends or purchasing patterns, and to present the information to the LSCA. 2.5.4.2 At the discretion of the individual participating states, an equivalent review, limited to that state, will be presented to the PSCA. 2.5.4.3 All awardees under this contract shall meet once a year with the LSCA and Sourcing Team to review usage and discuss possible revisions of the categorization of publishers based upon actual sales volume, and to discuss any service concerns, industry trends, and the effectiveness of the contract. 2.5.4.3.1 Reseller is expected to conduct a customer satisfaction survey and an audit prior to this discussion and be prepared to discuss the results, and 19IPage State or Arizona r Master Agreement State Procurement Office 100 North 15"Avenue, Suite 201 Section 2: Scope of Work Phoenix, Az 65007 __.............._.. Contract No. ADSP016-130661 Descriotion, Software Value-Added Reseller(SVAR)Services provide reports, at this review. At a minimum, the audit will report address quoting and billing accuracy, and any Reseller Cost that exceeds a Publisher's List price for that item. 2.5.4.3.2 Based on historical sales volume information, Reseller should be prepared to discuss potential cost savings opportunities which could be passed through to Participating States. 2.5.4.3.2 In a renewal year, the annual review will take place prior to contract extensions, 2.6. Interactions with Software Publishers 2.6.1 Best Interests of Participating State. Reseller would represent the best interests of the Participating State and other Participating Entities in negotiating or otherwise working with Publishers for such items as: maximizing cost savings with best use of volume or enterprise license agreements, better pricing on individual volume buys, taking advantage of publishers' specials, promotions, coupons or other savings opportunities. 2.6.2 Liaison with Publisher. A State may establish, in their individual PA, a requirement for Reseller to arrange with the software publisher or software publisher's designee for implementation, customization, training, support, maintenance and other software related services. The provision of said services must be under a separate agreement between the Participating State and the applicable parties. 2.7 Reporting 2.7.1 Standard Reports Individual participating states may require their own standard reports, such as report on savings. Reseller shall provide these reports at the intervals, and in the format, as reasonably requested by the States. Reseller shall advise of standard reports which they can provide, and work with participating states on additional standard reports. 2.7.2 Online Reports The SVAR shall be able to provide online, real time, reporting capabilities using website established for the state. These reports may include Back Order or Current Order Status reports. In addition, the system shall be able to provide the ability for the User agency to create custom reports. The requesting Participating State shall be able to select specific fields and create a necessary report for their specific needs. Data Fields shall include, but not be limited to, purchasing entity, Purchase Order Number, Order date, Invoice date, Publisher, Publisher Part Number, Software Reseller's Part Number, Description, Quantity Shipped, Unit actual price, Extended Price, Sales Tax and order total. Reports shall be able to be shown online as well as emailed to the requesting Participating State, if requested. Examples of Reseller's standard and online reports shall be submitted with the offer. 2.7.3 Custom Reports 20 Page State of Arizona Master Agreement State Procurement Office 100 North 15th Avenue, Suite 201 Section 2: Scope of Work Phoenix, Az 85007 Contract No'. ADSPO16-130651 Descriotion. Software Value-Added Reseller fSVARI Services Participating State and SVAR may mutually agree to include terms and conditions and pricing for the development and provision of customized reports as an optional service in a Participating Addendum. 2.8 Other Value-Added Services SVAR may propose other Value-Added Services, e.g., key escrow, in their response. Such services from an awarded Offeror, if consistent with this Statement of Work, recommended by the Evaluation Team, and accepted by the PSCA, would be added to the final awarded contract. 21IPage State of Arizona 00 Master Agreement State Procurement Office g 100 North 15"Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and conditions Phoenix,AZ 85007 ContracfNo ADSP016 136651 Description: Software Value-Added Reseller(SVAR)Services NASPO ValuePoInt u 1. Master Agreement Order of Precedence a. Any Order placed under this Master Agreement shall consist of the following documents: (1) A Participating State's Participating Addendum ("PA"); (2) NASPO ValuePoint Master Agreement Terms & Conditions; (3) A Purchase Order issued against the Master Agreement, (4) The Statement of Work, (5) The Solicitation; and (6) Contractor's response to the Solicitation, as revised (if permitted) and accepted by the Lead State. b. These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment. 2. Definitions Acceptance is defined by the applicable commercial code, except Acceptance of a Product fo which acceptance testing is not required shall not occur before the completion of delivery in accordance with the Order, installation, if required, and a reasonable time for inspection of the Product. Contractor means the person or entity delivering Products or performing services under the terms and conditions set forth in this Master Agreement. Embedded Software means one or more software applications which permanently reside on a computing device. Intellectual Property means any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein. Lead State means the State centrally administering any resulting Master Agreement(s). Master Agreement means the underlying agreement executed by and between the Lead State, acting on behalf of the NASPO ValuePoint program, and the Contractor, as now or hereafter amended. NASPO ValuePoint is the NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, a 501(c)(3) limited liability company that is a subsidiary organization the National Association of State Procurement Officials (NASPO), the sole member of NASPO ValuePoint. NASPO ValuePoint facilitates administration of the NASPO cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states and the District of Columbia. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports and may perform contract administration functions relating to collecting and receiving reports as well as other contract administration functions as assigned by the Lead State. State of Arizona Master Agreement State Procurement Office Section 3: NASPO ValuePoint Master Agreement Terms and 100 North 1511'Avenue, Suite 201 Conditions Phoenix, AZ 85007 Contract No: ADSP016-130651 - ��� Description: Software Value-Added Reseller(SVARI Services Order or Purchase Order means any purchase order, sales order, contract or other document used by a Purchasing Entity to order the Products. Participating Addendum means a bilateral agreement executed by a Contractor and a Participating State incorporating this Master Agreement and any other additional Participating State specific language or other requirements, e.g. ordering procedures specific to the Participating State, other terms and conditions. Participating State means a state, or other legal entity, properly authorized to enter into a Participating Addendum. Participating State means a state, the District of Columbia, or one of the territories of the United States that is listed in the Request for Proposal as intending to participate. A Participating State is not required to participate through execution of a Participating Addendum. Upon execution of the Participating Addendum, a Participating State becomes a Participating State. Product means any equipment, software (including embedded software), documentation, service or other deliverable supplied or created by the Contractor pursuant to this Master Agreement. The term Products, supplies and services, and products and services are used interchangeably in these terms and conditions. Purchasing Entity means a state, city, county, district, other political subdivision of a State, and a nonprofit organization under the laws of some states if authorized by a Participating Addendum, who issues a Purchase Order against the Master Agreement and becomes financially committed to the purchase. 3. Term of the Master Agreement The initial term of this Master Agreement is for two (2) years. This Master Agreement may be extended beyond the original contract period for successive periods with a maximum aggregate, including all extensions, not to exceed five (5) years at the Lead State's discretion and by mutual agreement and upon review of requirements of Participating Entities, current market conditions, and Contractor performance. 4. Amendments The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written approval of the Lead State. 5. Assignment/Subcontracts a. Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State. b. The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties to NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint. 6. Price and Rate Guarantee Period All prices and rates must be guaranteed for the initial term of the Master Agreement. Following the initial Master Agreement period, any request for price or rate adjustment must be for an equal guarantee period, and must be made at least ninety (90) days prior to the effective date. Requests for price or rate adjustment must include sufficient documentation supporting the request. Any adjustment or amendment to the Master Agreement shall not be effective unless approved by the Lead State. No retroactive adjustments to prices or 23IPage State of Arizona Master Agreement State Procurement Office Section 3: NASPO ValuePoint Master Agreement Terms and 100 North 151^Avenue, Suite 201 Conditions Phoenix,AZ 85007 ._._...._ ............ Contract No: ADSPOI6-130651 Description: Software Value-Added Reseller(SVAR)Services rates will be allowed. 7. Cancellation Unless otherwise stated, this Master Agreement may be canceled by either party upon 60 days written notice prior to the effective date of the cancellation. Further, any Participating State may cancel its participation upon 30 days written notice, unless otherwise limited or stated in the Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at the time of cancellation, including any right of and Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, and rights attending any warranty or default in performance in association with any Order. Cancellation of the Master Agreement due to Contractor default may be immediate. 8. Confidentiality, Non-Disclosure, and Injunctive Relief Provisions governing confidentiality of information during performance of orders for the State of Arizona are governed by The State of Arizona Special Terms and Conditions. Except where a Participating Addendum prescribes otherwise, this section governs confidentiality and disclosure of information of other Purchasing Entities. a. Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity's or Purchasing Entity's clients. Any and all information of any form that is marked as confidential or would by its nature be deemed confidential obtained by Contractor or its employees or agents in the performance of this Master Agreement, including, but not necessarily limited to (1) any Purchasing Entity's records, (2) personnel records, and (3) information concerning individuals, is confidential information of Purchasing Entity ("Confidential Information"). Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor shall be treated in the same manner as the Confidential Information. Confidential Information does not include information that(1) is or becomes (other than by disclosure by Contractor) publicly known, (2) is furnished by Purchasing Entity to others without restrictions similar to those imposed by this Master Agreement, (3) is rightfully in Contractor's possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than Purchasing Entity without the obligation of confidentiality, (5) is disclosed with the written consent of Purchasing Entity or; (6) is independently developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the Confidential Information. b. Non-Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement. Contractor shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Purchasing Entity, applicable Participating State, and the Lead State immediately if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and Contractor shall at its expense cooperate with Purchasing Entity in seeking injunctive or other equitable relief in the name of Purchasing Entity or Contractor against any such person. Except as directed by Purchasing Entity, Contractor will not at any time during or after the term of this Master Agreement disclose, directly or 24IPage State of Arizona Master Agreement State Procurement Office Section 3: NASPO ValuePoint Master Agreement Terms and 100 North 1511 Avenue, Suite 201 Conditions Phoenix, AZ 85007 —.. ..............._ _ ---___........_. Contract No: ADSP01 6-1 30 6 51 Description: Software Value-Added Reseller(SVAR)Services indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at Purchasing Entity's request, Contractor shall turn over to Purchasing Entity all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement. c. Injunctive Relief. Contractor acknowledges that breach of this section, including disclosure of any Confidential Information, will cause irreparable injury to Purchasing Entity that is inadequately compensable in damages. Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content. d. Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity. 9. Right to Publish Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the release of any information that pertains to the potential work or activities covered by the Master Agreement. The Contractor shall not make any representations of NASPO ValuePoint's opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent. Failure to adhere to this requirement may result in termination of the Master Agreement for cause. 10. Defaults and Remedies a. The occurrence of any of the following events shall be an event of default under this Master Agreement: (1) Nonperformance of contractual requirements; or (2) A material breach of any term or condition of this Master Agreement, or (3) Any certification, representation or warranty by Contractor in response to the solicitation or in this Master Agreement that proves to be untrue or materially misleading, or (4) Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or (5) Any default specified in another section of this Master Agreement. b. Upon the occurrence of an event of default, Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 15 calendar days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contractor's liability for damages, including liquidated damages to the extent provided for under this Master Agreement. c. If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and Lead State shall have the right to exercise any or all of the following remedies: 251Page State of Arizona Master Agreement State Procurement Office 091 Section 3: NASPO ValuePoint Master Agreement Terms and 100 North 151^Avenue, Suite 201 Conditions 1. Phoenix,AZ 85007 Contract No: ADSP01 6-1 306 51 Description: Software Value-Added Reseller rSVARI Services (1) Exercise any remedy provided by law, and (2) Terminate this Master Agreement and any related Contracts or portions thereof; and (3) Impose liquidated damages as provided in this Master Agreement; and (4) Suspend Contractor from being able to respond to future bid solicitations; and (5) Suspend Contractor's performance, and (6) Withhold payment until the default is remedied. d. Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating State shall provide a written notice of default as described in this section and have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code. 11. Shipping and Delivery. Section 3.2.1.8 of the solicitation prescribes requirements for product delivery and return. 12. Changes in Contractor Representation The Contractor must notify the Lead State of changes in the Contractor's key administrative personnel, in writing within 10 calendar days of the change. The Lead State reserves the right to approve changes in key personnel, as identified in the Contractor's proposal. The Contractor agrees to propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the Contractor's proposal. 13. Force Majeure Neither party to this Master Agreement shall be held responsible for delay or default caused by "force majeure," as that term is defined in and under conditions specified in section 6.4 of the State of Arizona Uniform Terms and Conditions. 14. Indemnification a. Section 5.1X1.1 of the State of Arizona Special Terms and Conditions governs indemnification of the State of Arizona. With respect to other entities, the Contractor shall defend, indemnify and hold harmless NASPO, NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), the Lead State, Participating Entities, and Purchasing Entities, along with their officers, agents, and employees as well as any person or entity for which they may be liable, from and against claims, damages or causes of action including reasonable attorneys' fees and related costs for any death, injury, or damage to property arising from act(s), error(s), or omission(s) of the Contractor, its employees or subcontractors or volunteers, at any tier, relating to the performance under the Master Agreement. b. Indemnification — Intellectual Property. Section 6.3 of the State of Arizona Uniform Terms and Conditions governs indemnification of the State for intellectual property infringement claims. With respect to other entities the Contractor shall defend, indemnify and hold harmless NASPO, NASPO Cooperative Purchasing 261Page State or Arizona Master Agreement State Procurement Office Section 3: NASPO ValuePoint Master Agreement Terms and 100 North 15"Avenue, Suite 201 Conditions Phoenix, AZ 85007 Contract N0. ADSP016-130651 Description Software Software Value-Added Reseller(SVAR)Services Organization LLC (doing business as NASPO ValuePoint), Participating Entities, Purchasing Entities, along with their officers, agents, and employees as well as any person or entity for which they may be liable ("Indemnified Party"), from and against claims, damages or causes of action including reasonable attorneys' fees and related costs arising out of the claim that the Product or its use, infringes Intellectual Property rights ("Intellectual Property Claim"). (1) The Contractor's obligations under this section shall not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is: (a) provided by the Contractor or the Contractor's subsidiaries or affiliates; (b) specified by the Contractor to work with the Product; or (c) reasonably required, in order to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or (d) It would be reasonably expected to use the Product in combination with such product, system or method. (2) The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor. If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, it shall have control over the defense and settlement of it. However, the Indemnified Party must consent in writing for any money damages or obligations for which it may be responsible. The Indemnified Party shall furnish, at the Contractor's reasonable request and expense, information and assistance necessary for such defense. If the Contractor fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of it and the Contractor shall be liable for all costs and expenses, including reasonable attorneys' fees and related costs, incurred by the Indemnified Party in the pursuit of the Intellectual Property Claim. Unless otherwise agreed in writing, this section is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement. 15. Independent Contractor The Contractor shall be an independent contractor. Contractor shall have no authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreements, settlements, liability or understanding whatsoever, and agrees not to hold itself out as agent except as expressly set forth herein or as expressly agreed in any Participating Addendum. 16. Individual Customers Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not limited to, any indemnity or right to recover any costs as such right is defined in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually. 271Page State of Arizona Master Agreement State Procurement Office -d Section 3: NASPO ValuePoint Master Agreement Terms and 100 North 151"Avenue, Suite 201 Conditions Phoenix, AZ 85007 ................................................_.._ _....._..... w.._._..._______ Contract No�. AOSP01 6-1 30 651 Description. Software Value-Added Reseller(SVAR)Services 17. Insurance a. The insurance requirements of the State of Arizona are specified in section 5.1 X 1.2 of the State of Arizona Special Terms and Conditions. For performance in other states, unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in each Participating State's state and having a rating of A-, Class VII or better, in the most recently published edition of Best's Reports. Failure to buy and maintain the required insurance may result in this Master Agreement's termination or, at a Participating State's option, result in termination of its Participating Addendum. b. Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below, with no deductible for each of the following categories: 1) Commercial General Liability (CGL) —Occurrence Form Policy shall include bodily injury, property damage, and broad form contractual liability coverage. General Aggregate $2,000,000 Products — Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Damage to Rented Premises $50,0000 Each Occurrence $1,000,000 2) Business Automobile Liability Bodily injury and Property Damage for any owned, hired, and/or non-owned automobiles used in the performance of this Contract. Combined Single Limit (CSL) $1,000,000 3) Technology Errors & Omissions Insurance Each Claim $2,000,000 Annual Aggregate $2,000,000 Such insurance shall cover any, and all errors, omissions, or negligent acts in the delivery of products, services, and/or licensed programs under this contract. Coverage shall include or shall not exclude services, and/or licensed programs under this contract. Coverage shall include or shall not exclude settlement and/or defense of claims involving intellectual property, including but not limited to patent or copyright infringement. In the event that Tech E&O insurance required by this Contact is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years, beginning at the time work under this contract is completed. c. Contractor shall pay premiums on all insurance policies. Such policies shall also reference this Master Agreement and shall have a condition that they not be revoked by the insurer until thirty (30) calendar days 281Page State of Arizona Master Agreement State Procurement Office Section 3: NASPO ValuePoint Master Agreement Terms and 100 North 15th Avenue, Suite 201 Conditions Phoenix,AZ 85007 .�__...._...................... .......-.�.-......................._._._. Contract No' ADSP016-130651 Description: Software Value-Added Reseller(SVAR)Services after notice of intended revocation thereof shall have been given to Purchasing Entity and Participating State by the Contractor. d. Prior to commencement of performance, Contractor shall provide to the Lead State a written endorsement to the Contractor's general liability insurance policy or other documentary evidence acceptable to the Lead State that (1) names the Participating States identified in the Request for Proposal as additional insureds, (2) provides that no material alteration, cancellation, non-renewal, or expiration of the coverage contained in such policy shall have effect unless the named Participating State has been given at least thirty (30) days prior written notice, and (3) provides that the Contractor's liability insurance policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, the Participating State's rights and Contractor's obligations are the same as those specified in the first sentence of this subsection. Before performance of any Purchase Order issued after execution of a Participating Addendum authorizing it, the Contractor shall provide to a Purchasing Entity or Participating State who requests it the same information described in this subsection. e. Contractor shall furnish to the Lead State, Participating State, and, on request, the Purchasing Entity copies of certificates of all required insurance within thirty (30) calendar days of the execution of this Master Agreement, the execution of a Participating Addendum, or the Purchase Order's effective date and prior to performing any work. The insurance certificate shall provide the following information: the name and address of the insured; name, address, telephone number and signature of the authorized agent; name of the insurance company (authorized to operate in all states); a description of coverage in detailed standard terminology (including policy period, policy number, limits of liability, exclusions and endorsements); and an acknowledgment of the requirement for notice of cancellation. Copies of renewal certificates of all required insurance shall be furnished within thirty (30) days after any renewal date. These certificates of insurance must expressly indicate compliance with each and every insurance requirement specified in this section. Failure to provide evidence of coverage may, at sole option of the Lead State, or any Participating State, result in this Master Agreement's termination or the termination of any Participating Addendum. f. Coverage and limits shall not limit Contractor's liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order. 18. Laws and Regulations Any and all Products offered and furnished shall comply with solicitation section 5.10, Compliance with Applicable Laws. 19. License of Pre-Existing Intellectual Property Any rights to intellectual property shall be as prescribed in the Lead State's solicitation and resulting contract, and Purchasing Entities shall have the same rights as the Lead State under those provisions. 20. No Waiver of Sovereign Immunity In no event shall this Master Agreement, any Participating Addendum or any contract or any Purchase Order issued thereunder, or any act of a Lead State, a Participating State, or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court. This section applies to a claim brought against the Participating State only to the extent Congress 291Page State of Arizona Master Agreement State Procurement Office �. Section 3: NASPO ValuePoint Master Agreement Terms and 100 North 1510 Avenue, Suite 201 Conditions Phoenix,AZ 85007 Contract No. ADSP01 6-1 30 651 Description. Software Value-Added Reseller(SVAR)Services has appropriately abrogated the Participating State's sovereign immunity and is not consent by the Participating State to be sued in federal court. This section is also not a waiver by the Participating State of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States. 21. Ordering a. Master Agreement order and purchase order numbers shall be clearly shown on all acknowledgments, shipping labels, packing slips, invoices, and on all correspondence. b. The resulting Master Agreements permit Purchasing Entities to define project-specific requirements and informally compete the requirement among companies having a Master Agreement on an "as needed" basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to Purchasing Entity rules and policies. The Purchasing Entity may in its sole discretion determine which Master Agreement Contractors should be solicited for a quote. The Purchasing Agency may select the quote that it considers most advantageous, cost and other factors considered. c. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation, Contractor is expected to become familiar with the Purchasing Entities' rules, policies, and procedures regarding the ordering of supplies and/or services contemplated by this Master Agreement. d. Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document compliance with the law of the Purchasing Entity. e. Orders may be placed consistent with the terms of this Master Agreement during the term of the Master Agreement. f. All Orders pursuant to this Master Agreement, at a minimum, shall include: (1) The services or supplies being delivered, (2) The place and requested time of delivery, (3) A billing address, (4) The name, phone number, and address of the Purchasing Entity representative, (5) The price per hour or other pricing elements consistent with this Master Agreement and the contractor's proposal, (6) A ceiling amount of the order for services being ordered; and (7) The Master Agreement identifier. g. All communications concerning administration of Orders placed shall be furnished solely to the authorized purchasing agent within the Purchasing Entity's purchasing office, or to such other individual identified in writing in the Order. h. Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then-current termination date of this Master Agreement. Contractor is reminded that financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available. i. Notwithstanding the expiration or termination of this Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination. Contractor shall not honor any Orders placed after the expiration or termination of this Master Agreement, or 30I Page State of Arizona Master Agreement State Procurement Office Section 3: NASPO ValuePoint Master Agreement Terms and 100 North 151h Avenue, Suite 201 Conditions Phoenix, AZ 85007 Contract No. ADSP01 6-1 306 51 Description. Software Value-Added Reseller(SVAR)Services otherwise inconsistent with its terms. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement. 22. Participants a. Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating State and Contractor is executed. The NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating State (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum. By way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating State, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document (e.g. purchase order or contract) used by the Purchasing Entity to place the Order. b. Use of specific NASPO ValuePoint cooperative Master Agreements by state agencies, political subdivisions and other Participating Entities (including cooperatives) authorized by individual state's statutes to use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official. c. Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. Financial obligations of Participating States are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating States incur no financial obligations on behalf of political subdivisions. Contractor shall email a fully executed PDF copy of each Participating Addendum to PA@wsca- naspo.org to support documentation of participation and posting in appropriate data bases. d. NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, is not a party to the Master Agreement. It is a nonprofit cooperative purchasing organization assisting states in administering the NASPO cooperative purchasing program for state government departments, institutions, agencies and political subdivisions (e.g., colleges, school districts, counties, cities, etc.) for all 50 states, the District of Columbia and the territories of the United States. e. State Participating Addenda or other Participating Addenda shall not be construed to amend the terms of this Master Agreement between the Lead State and Contractor. f. Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to the approval of participation by the Chief Procurement Official of the state where the Participating State is located. g. Resale. "Resale" means any transfer of software for compensation or assignment of services for compensation. Subject to any specific conditions included in the solicitation or Contractor's proposal as accepted by the Lead State, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products (the definition of which includes software and services that are deliverables). Absent any 311Page State of Arizona Master Agreement State Procurement Office Section 3: NASPO ValuePoint Master Agreement Terms and 100 North 151^Avenue, Suite 201 Conditions Phoenix, AZ 85007 Contract No. ADSP016-130651 _ ....... Description. Software Value-Added Reseller(SVAR)Services such condition or explicit permission, this limitation does not prohibit: payments by employees of a Purchasing Entity for Products, sales of Products to the general public as surplus property; and fees associated with inventory transactions with other governmental or nonprofit entities under cooperative agreements and consistent with a Purchasing Entity's laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property. 23. Payment Payment for completion of a contract order is normally made within 30 days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance. Payments will be remitted by mail. Payments may be made via a State or political subdivision "Purchasing Card" with no additional charge. Any prompt payment terms proposed by contractor shall be extended to all Purchasing Entities. 24. Public Information. This Master Agreement and all related documents are subject to disclosure pursuant to the Purchasing Entity's public information laws. 25. Records Administration and Audit. a. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating State, a Purchasing Entity, the federal government(including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of five (5) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, to assure compliance with the terms hereof or to evaluate performance hereunder. b. Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating State, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or orders or underpayment of fees found as a result of the examination of the Contractor's records. c. The rights and obligations herein right exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations. 26. Administrative Fees a. The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one-quarter of one percent (0.25% or 0.0025) no later than 60 days following the end of each calendar quarter, The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint 321Page State of Arizona Master Agreement State Procurement Office Section 3: NASPO ValuePoint Master Agreement Terms and 100 North 15t"Avenue, Suite 201 Conditions Phoenix, AZ 85007 Contract No ADSP01 6-1 306 51 Description Software Value•Addied!Reseller(SVAR)Services Administrative Fee is not negotiable. This fee is to be included as part of the pricing submitted with proposal. b. Additionally, some states, such as the State of Arizona, may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Contractor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of the state. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee. The NASPO ValuePoint Administrative Fee in subsection 26a shall be based on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda. 27. NASPO ValuePoint Summary and Detailed Usage Reports In addition to other reports that may be required by this solicitation, the Contractor shall provide the following NASPO ValuePoint reports. a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at http://www.naspo.org/WNCPO/Calculator.aspx. Any/all sales made under the contract shall be reported as cumulative totals by state. Even if Contractor experiences zero sales during a calendar quarter, a report is still required. Reports shall be due no later than 30 day following the end of the calendar quarter (as specified in the reporting tool). b. Detailed Sales Data. Contractor shall also report detailed sales data by: (1) state, (2) entity/customer type, e.g. local government, higher education, K12, non-profit, (3) Purchasing Entity name, (4) Purchasing Entity bill- to and ship-to locations, (4) Purchasing Entity and Contractor Purchase Order identifier/number(s); (5) Purchase Order Type (e.g. sales order, credit, return, upgrade, determined by industry practices); (6) Purchase Order date; (7) Ship Date, (8) and line item description, including product number if used. The report shall be submitted in any form required by the solicitation. Reports are due on a quarterly basis and must be received by the Lead State and NASPO ValuePoint Cooperative Development Team no later than thirty (30) days after the end of the reporting period. Reports shall be delivered to the Lead State and to the NASPO ValuePoint Cooperative Development Team electronically through a designated portal, email, CD-Rom, flash drive or other method as determined by the Lead State and NASPO ValuePoint. Detailed sales data reports shall include sales information for all sales under Participating Addenda executed under this Master Agreement. The format for the detailed sales data report is in shown in EXHIBIT III—Cooperative Contract Sales Reporting Data Requirements and Data Format. c. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by the solicitation and the Participating Addendum. Report data for employees should be limited to ONLY the state and entity they are participating under the authority of(state and agency, cfty, county, school district etc.) and the amount of sales. No personal identification numbers, e.g. names, addresses, social security numbers or any other numerical identifier, may be submitted with any report. d. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator with an executive summary each quarter that includes, at a minimum, a list of states with an active Participating Addendum, states that Contractor is in negotiations with and any PA roll out or implementation activities and issues. NASPO ValuePoint Cooperative Development Coordinator and Contractor will determine the format and content of the executive summary. The executive summary is due 30 days after the conclusion of each 33IPage State of Arizona Master Agreement State Procurement Office Section 3: NASPO ValuePoint Master Agreement Terms and 100 North 15'^Avenue, Suite 201 Conditions Phoenix,AZ 85007 ...__....._._ ...._......._......_.........._. Contract No: ADSP016-130651 Description: Software Value-Added Reseller(SVAR)Services calendar quarter. e. Timely submission of these reports is a material requirement of the Master Agreement. The recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and NASPO ValuePoint shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section. 28. Standard of Performance and Acceptance. Determination of the acceptability of services shall be made by the sole judgement of the Purchasing Entity. Acceptance shall be in writing, verbal acceptance will not be allowed. Services shall be completed in accordance with the Scope of Work, agreed to and accepted schedules, plans, and agreed to performance standards. Acceptance shall be one hundred percent (100%) functionality, which will be determined by the Purchasing Entity. Acceptance criteria shall include, but not be limited to conformity to the scope of work, quality of workmanship, and successfully performing all required Tasks. Nonconformance to a stated acceptance and performance criteria of both services and or products, as required, shall result in a delay for payment. The warranty period will begin upon Acceptance. 29. Warranty The Contractor warrants for a period of 90 days from the date of Acceptance in accordance with the provisions of section 7 of the State of Arizona Uniform Terms and Conditions and section 5.1 N. of the State of Arizona Special Terms and Conditions, with rights of the State available to other Purchasing Entities. Upon breach of the warranty, the Contractor will repair or replace (at no charge to the Purchasing Entity) the Product whose nonconformance is discovered and made known to the Contractor. If the repaired and/or replaced Product proves to be inadequate, or fails of its essential purpose, the Contractor will refund the full amount of any payments that have been made. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys' fees and costs. 30. (RESERVED) 31. Title of Product Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity title to Product consisting of tangible media free and clear of all liens, encumbrances, or other security interests. 32. Waiver of Breach Failure of the Lead State, Participating State, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State, Participating State, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating State of any default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, Participating Addendum, or Purchase Order. 341Page eq,�,.0 State of Arizona Master Agreement State Procurement Office °" Section 3: NASPO ValuePoint Master Agreement Terms and 100 North 151h Avenue, Suite 201 Conditions Phoenix, AZ 85007 Contract No: ALDSP01 6-1 3 0651 Description: Software Value-Added Reseller(SVAR)Services 33. Assignment of Antitrust Rights Contractor irrevocably assigns to a Participating State any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating State's state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided to the Contractor for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at a Participating State's option, the right to control any such litigation on such claim for relief or cause of action. 34. Debarment The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State. 35. Governing Law and Venue a. The procurement, evaluation, and award of the Master Agreement shall be governed by and construed in accordance with the laws of the Lead State sponsoring and administering the procurement. The construction and effect of the Master Agreement after award shall be governed by the law of the state serving as Lead State (in most cases also the Lead State). The construction and effect of any Participating Addendum or Order against the Master Agreement shall be governed by and construed in accordance with the laws of the Participating State's or Purchasing Entity's State. b. Unless otherwise specified in the RFP, the venue for any protest, claim, dispute or action relating to the procurement, evaluation, and award is in the Lead State. Venue for any claim, dispute or action concerning the terms of the Master Agreement shall be in the state serving as Lead State. Venue for any claim, dispute, or action concerning any Order placed against the Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity's State. c. If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for (in decreasing order of priority): the Lead State for claims relating to the procurement, evaluation, award, or contract performance or administration if the Lead State is a party, the Participating State if a named party; the Participating State state if a named party, or the Purchasing Entity state if a named party. 36. NASPO ValuePoint eMarket Center In July 2011, NASPO ValuePoint entered into a multi-year agreement with SciQuest, Inc. whereby SciQuest will provide certain electronic catalog hosting and management services to enable eligible NASPO ValuePoint's customers to access a central online website to view and/or shop the goods and services available from existing NASPO ValuePoint Cooperative Contracts. The central online website is referred to as the NASPO ValuePoint eMarket Center. The Contractor will have visibility in the eMarket Center through Ordering Instructions. These Ordering Instructions are available at no cost to the Contractor and provided customers information regarding the Contractors website and ordering information. 35IPage State of Arizona Master Agreement State Procurement Office Section 3: NASPO ValuePoint Master Agreement Terms and 100 North 151"Avenue, Suite 201 Conditions Phoenix, AZ 85007 ........................._........m. Contract No: ADSP016-130651 Descriction: Software Value-Added Reseller fSVAR)Services At a minimum, the Contractor agrees to the following timeline: NASPO ValuePoint eMarket Center Site Admin shall provide a written request to the Contractor to begin Ordering Instruction process. The Contractor shall have thirty (30) days from receipt of written request to work with NASPO ValuePoint to provide any unique information and ordering instructions that the Contractor would like the customer to have. 37. Contract Provisions for Orders Utilizing Federal Funds. Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. These federal requirements may be proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed under this master agreement. 38. State Government Support No support, facility space, materials, special access, personnel or other obligations on behalf of the states or other Participating Entity, other than payment, are required under the Master Agreement. 36 � Page State of Arizona Master Agreement State Procurement Office Section 4: Lead State(ARIZONA)Terms and Conditions 100 North Avenue, Suite 201 Phoeenini x, AZ 85007 Contract No: ADSP0 7 6-1 3 0651 Descriotion: Software Value-Added Reseller(SVAR)Services a 5.1 State of Arizona Special Terms and Conditions A. Purpose Pursuant to provisions of the Arizona Procurement Code, A.R.S. 41-2501 Et Seq., the State of Arizona intends to establish a Contract (Participating Addendum, PA) for the materials or services as listed herein in service to the State. B. Term of Contract The term of any resultant Contract shall commence on date of execution and shall be for an initial period of two (2) years, unless terminated, canceled or extended as otherwise provided herein. C. Contract Extensions The Contract term is for period stated in Item B. subject to additional successive periods with a maximum aggregate including all extensions not to exceed five (5) years. D. Contract Type — Fixed Price E. Eligible Agencies (STATEWIDE) This Contract shall be for the use of all State of Arizona departments, agencies, commissions and boards. In addition, eligible State Purchasing Cooperative members may participate at their discretion. In order to participate in this contract, a cooperative member shall have entered into a Cooperative Purchasing Agreement with the Department of Administration, State Procurement Office as required by Arizona Revised Statues § 41-2632. Membership in the State Purchasing Cooperative is available to all Arizona political subdivisions including cities, counties, school districts, and special districts. Membership is also available to all non- profit organizations, as well as State governments, the US Federal Government and Tribal Nations. Non-profit organizations are defined in A.R.S. § 41-2631(4) as any nonprofit corporation as designated by the internal revenue service under section 501(c)(3) through 501(c)(6). F„ Licenses The Contractor shall maintain in current status, all federal, state and local licenses and permits required for the operation of the business conducted by the Contractor. G. Volume of Work The State does not guarantee a specific amount of work either for the life of the Contract or on an annual basis. State of Arizona State Procurement Office Master Agreement 100 North 151^Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix,AZ 85007 Contract No ADSPOIG-130651 Description: Software Value-Added Reseller(SVAR)Services H. Key Personnel It is essential that the Contractor provide adequate experienced personnel, capable of and devoted to the successful accomplishment of work to be performed under this Contract. The Contractor must agree to assign specific individuals to the key positions if required. 1. The Contractor agrees that, once assigned to work under this Contract, key personnel shall not be removed or replaced without written notice to the State. 2. Key personnel who are not available for work under this Contract for a continuous period exceeding thirty (30) calendar days, or are expected to devote substantially less effort to the work than initially anticipated, the Contractor shall immediately notify the State, and shall, subject to the concurrence of the State, replace such personnel with personnel of substantially equal ability and qualifications. I. Changes The State may at any time make changes within the general scope of this Contract. The Contractor shall respond to the Change Order with a proposal. If any such change causes an adjustment in the cost of, or the time required for the performance of any part of the work under this Contract, whether changed or not changed by the Change Order, the Procurement Officer shall modify the Contract in writing via a bilateral Contract Amendment. J. Price Adjustment Any price adjustment shall be within the confines of the awarded contract, or as negotiated in service to this Contract. Any negotiated price adjustments for this Contract shall be documented via a bilateral Contract Amendment. K. Payment Procedures The State will not make payments to any Entity, Group or individual other than the Contractor with the Federal Employer Identification (FEI) Number identified in the Contract. Contractor invoices requesting payment to any Entity, Group or individual other than the contractually specified Contractor shall be returned to the Contractor for correction. The Contractor shall review and insure that the invoices for services provided show the correct Contractor name prior to sending them for payment. If the Contractor Name and FEI Number change, the Contractor must complete an "Assignment and Agreement' form transferring contract rights and responsibilities to the new Contractor. The State must indicate consent on the form. A written Contract Amendment must be signed by both parties and a new W-9 form must be submitted by the new Contractor and entered into the system prior to any payments being made to the new Contractor. L. Information Disclosure The Contractor shall establish and maintain procedures and controls that are acceptable to the State for the purpose of assuring that no information contained in its records or obtained from the state or from others in carrying out its functions under the contract shall be used or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the Contract. Persons requesting such information should be referred to the State. The Contractor also agrees that any information pertaining to individual persons shall not be divulged other than to employees or officers of 3SIPage State of Arizona Master Agreement State Procurement Suite Section 4: Lead State(ARIZONA)Terms and Conditions 100 North Phoenix, Avenue, Suite 201 Phoenix, AZ 85007 _._ _._ __...—. �.__.. ...- ......-_...... Contract No; ADSP016-130651 Description: Software Value-Added Reseller(SVAR)Services the Contractor as needed for the performance of duties under the Contract, unless otherwise agreed to in writing by the State. M. Employees of the Contractor All employees of the Contractor employed in the performance of work under the Contract shall be considered employees of the Contractor at all times, and not employees of the State. The Contractor shall comply with the Social Security Act, Workman's Compensation laws and Unemployment laws of the State of Arizona and all State, local and Federal legislation relevant to the Contractor's business. N. Warranty All services supplied under this Contract shall be fully guaranteed by the Contractor for a minimum period of ninety (90) days from the date of acceptance by the State. Any defects of design, workmanship, or delivered materials, that would result in non-compliance shall be fully corrected by the Contractor without cost to the State. O. Compliance with Applicable Laws The Materials and services supplied under this Contract shall comply with all applicable Federal, state and local laws, and the Contractor shall maintain all applicable licenses and permit requirements. Contractor represents and warrants to the State that Contractor has the skill and knowledge possessed by members of its trade or profession and Contractor will apply that skill and knowledge with care and diligence so Contactor and Contractor's employees and any authorized subcontractors shall perform the Services described in this Contract in accordance with the Statement of Work. Contractor represents and warrants that the Materials provided through this Contract and Statement of Work shall be free of viruses, backdoors, worms, spyware, malware and other malicious code that will hamper performance of the Materials, collect unlawful personally identifiable information on Users or prevent the Materials from performing as required under the terms and conditions of this Contract. P, Non-Exclusive Contract Any Contract resulting from this solicitation shall be awarded with the understanding and agreement that it is for the sole convenience of the State of Arizona. The State reserves the right to obtain like goods or services from another source when necessary, or when determined to be in the best interest of the State. Q. Administrative Fee/Usage Reports 1. In accordance with ARS § 41-2633 the Department of Administration, State Procurement Office includes an Administrative Fee, in the majority of its Statewide contracts — multiple agency, multiple government, cooperative contracts. The Administrative Fee is used by the State to defray the additional costs associated with soliciting, awarding and administering statewide contracts. In addition to the State agencies, boards and commissions, statewide contracts are available to members of the State Purchasing Cooperative including cities, counties, school districts, special districts, other state governments, agencies of the federal government, tribal nations, schools, medical institutions, and nonprofit organizations. The Administrative Fee is the responsibility of the contractor. The Administrative Fee is a part of the contractor's unit prices and is not to be charged directly to the customer in the form of a 39IPage State of Arizona ry: State Procurement Office Master Agreement 100 North 1511 Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix, AZ 85007 Contract No: ApSPOi6 t70651 Description: Software Value-Added Reseller(SVAR)Services separate line item. In accordance with Section 26 of the NASPO ValuePoint Master Agreement Terms and Conditions, the 0.25% NASPO ValuePoint Administrative fee shall be incorporated into the Offerors base price. Other states, including the State of Arizona, may negotiate additional Administrative Fees in their Participating Addenda following award of a Master Agreement. Further, Statewide contracts maintain one set of pricing for all customers and not separate prices for State agency customers and State Purchasing Cooperative customers. 2. State of Arizona Fee Amount: Unless defined differently within the contract, the Statewide Contracts Administrative Fee shall be one percent (1.0%) of quarterly sales receipts under an active Statewide contract, transacted by only the members of the State Purchasing Cooperative, minus any taxes or regulatory fees, minus any returns or credits, and minus any shipping charges not already included in the unit prices. The Administrative Fee percentage is only applicable to amounts actually received by the contractor during the quarter and is not applicable to amounts ordered by customers but not yet paid for. The administrative fee is not paid on transactions with state agency customers. 3. Method of Assessment At the completion of each quarter, the contractor reviews all sales under their contract in preparation for submission of their Usage Report. The contractor identifies all sales receipts transacted by members of the State Purchasing Cooperative and assesses one percent (1.0%) of this amount in their Usage Report. An updated list of State Purchasing Cooperative members may be found at httos://stlo.az.gov/state- urchasin -coo erative . At its option, the State may expand or narrow the applicability of this fee. The State shall provide thirty (30) written notice prior to exercising or changing this option. The contractor shall summarize all sales, along with all assessed Administrative Fee amounts within their Usage Report, including total amounts for the following: • Total sales receipts from State agencies, boards and commissions; • Total sales receipts from members of the State Purchasing Cooperative; and • Total Administrative Fee amount based on one percent (1.0%) of the sales receipts from members of the State Purchasing Cooperative. 4. Submission of Reports and Fees. Within thirty (30) days following the end of the quarter, the contractor submits their Usage Report and if applicable, a check in the amount of one percent (1%) of their sales receipts from members of the State Purchasing Cooperative, to the Department of Administration, State Procurement Office. Contractors are required to use the State's current report templates unless you have authorization from your contract officer to use a different format. You need to complete Form 799, which is a cover letter that gives the totals of your transactions; and Form 801, which is an Excel spreadsheet that details your transactions. Sales to state agencies and the cooperative members are to be totaled separately. The most current forms can be downloaded at https://spo.az.gov/statewide-contracts-administrative-fee. 4.1 The submission schedule for Administrative Fees and Usage reports shall be as follows: FY Q1, July through September Due October 31 FY Q2, October through December Due January 31 FY Q3, January through March Due by April 30 FY Q4, April through June Due by July 31 40 Page State of Arizona Master Agreement State Procurement Office 100 North 1511 Avenue Suite 201 Section 4: Lead State(ARIZONA)Terms and conditions Phoenix, AZ 85007 - --_--------_ _ ----._._ ....._...__ .......r.. ... . ....... ._...... Contract No: ADSP016 130661 ----._..._... Description: Software Value-Added Reseller(SVAR)Services 4.2 Usage Reports and any questions are to be submitted by email to the state's designated usage report email address: usa a azdoa gav 4.3 Administrative Fees shall be made out to the "State Procurement Office" and mailed to: Department of Administration General Services Division ATTN: "Statewide Contracts Administrative Fee" 100 N. 15th Avenue, Suite 202 Phoenix, AZ 85007 5. The Administrative Fee shall be a part of the Contractor's unit prices and is not to be charged directly to the customer in the form of a separate line item. Statewide contracts shall not have separate prices for State Agency customers and State Purchasing Cooperative customers. 6. Contractor's failure to remit administrative fees in a timely manner consistent with the contract's requirements may result in the State exercising any recourse available under the contract or as provided for by law. R. Acceptance Determination of the acceptability of services shall be made by the sole judgment of the State. Acceptance shall be in writing, verbal acceptance will not be allowed. Services shall be completed in accordance with the Scope of Work, agreed to and accepted schedules, plans, and agreed to performance standards. Acceptance shall be one hundred percent (100%) functionality, which will be determined by the State. Acceptance criteria shall include, but not be limited to conformity to the scope of work, quality of workmanship and successfully performing all required Tasks. Nonconformance to any of the stated acceptance and performance criteria of both services and or products as required shall result in a delay for payment. Payment shall not be made until nonconformance to the criteria is corrected as determined by the State. T. Performance Contractor agrees that,from and after the date that the applicable services commence,its performance of the Scope of Services will meet or exceed industry best practices subject to the limitations and in accordance with the provisions set forth in this Contract. If the Services provided pursuant to this Contract are changed,modified or enhanced (whether by Change Order or through the provision of new Services),The State and the Contractor will review the current performance experience and will in good faith determine whether such experience should be adjusted and whether additional services should be implemented or whether services be removed. The following requirements shall also apply: 1. Failure to Perform If Contractor fails to complete any deliverable, then Contractor shall: 1.1 Promptly perform a root-cause analysis to identify the cause of such failure, 1.2 Use commercially reasonable efforts to correct such failure and to begin meeting the requirements as promptly as practicable, 1.3 Provide the State with a report detailing the cause of, and procedure for correcting, such 411Page State of Arizona Master Agreement State Procurement Office g 100 North 151^Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix,AZ 85007 Contract NoW AOSPO16 13r165ti Description, Software Value-Added Reseller(SVARI Services failure; and 1.4 If appropriate under the circumstances, take action to avoid such failure in the future. 2. Root-Cause Analysis In the event of the Contractor's failure to perform required services or meet agreed upon service levels or other Contractor service standards as required by the State under this Contract, the Contractor shall perform an analysis of the cause of the service level problem and implement remediation steps as appropriate. The State shall have the right to review the analysis and approve the remediation steps prior to or subsequent to their implementation, as deemed appropriate by the State, if the remediation steps impact State assets or operational processes. U. Compensation Should the Contractor fail to provide all required services or deliver work products, as agreed upon by State and the Contractor, the State shall be entitled to invoke applicable remedies, including but not limited to, withholding payment to the Contractor and declaring the Contractor in material breach of the Contract. If the Contractor is in any manner in default of any obligation or the Contractor's work or performance is determined by the State to be defective, sub-standard, or if audit exceptions are identified, the State may, in addition to other available remedies, either adjust the amount of payment or withhold payment until satisfactory resolution of the default, defect, exception or sub-standard performance. The Contractor shall reimburse the State on demand, or the State may deduct from future payments, any amounts paid for work products or performance which are determined to be an audit exception, defective or sub-standard performance. The Contractor shall correct its mistakes or errors without additional cost to the State. The State shall be the sole determiner as to defective or sub-standard performance. The Contractor shall fulfill their contractual requirements including the Deliverables identified in the Statement of Work and fulfill the roles and responsibilities described in the Statement of Work for a firm fixed price, inclusive of travel and travel-related expenses. The fixed amount shall be inclusive of any fees for the use of any third party products or services required for use in the performance of this Contract V. Contractor Performance Reports Program management shall document Contractor performance, both exemplary and needing improvements where corrective action is needed or desired. Copies of corrective action reports will be forwarded to the Procurement Office for review and any necessary follow-up. The Procurement Office may contact the Contractor upon receipt of the report and may request corrective action. The Procurement Office shall discuss the Contractor's suggested corrective action plan with the Procurement Specialist for approval of the plan. W, Offshore Performance of Work Prohibited Due to security and identity protection concerns, direct services under this contract shall be performed within the borders of the United States. Any services that are described in the specifications or scope of work that directly serve the State of Arizona or its clients and may involve access to secure or sensitive data or personal client data or development or modification of software for the State shall be performed within the borders of the United States. Unless specifically stated otherwise in the specifications, this definition does not apply to indirect or "overhead" services, redundant back-up 421Pac) e State of Arizona Master Agreement State Procurement Office Section 4: Lead State(ARIZONA)Terms and Conditions 100 North Avenue, Suite 201 Phoeenini x, AZ 85007 ..__.' --------._ ......... — _ ........... _.......... Contract N6� ADSPOI6- 330651 Description Software Value-Added Reseller(SVAR)Services services or services that are incidental to the performance of the contract. This provision applies to work performed by subcontractors at all tiers. X. Indemnification and Insurance 1.1 Indemnification Clause To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, and any jurisdiction or agency issuing permits for any work included in the project, and their respective directors, officers, officials, agents and employees (hereinafter referred to as "Indemnitee") from and against any and all claims, actions, liabilities, costs, losses, or expenses, (including reasonable attorney's fees), (hereinafter collectively referred to as "Claims") arising out of actual or alleged bodily injury or personal injury of any person (including death) or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of Contractor's directors, officers, agents, employees, volunteers or subcontractors. This indemnity includes any claim or amount arising or recovered under the Workers' Compensation Law or arising out of the failure of Contractor to conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all Claims. It is agreed that Contractor will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. This indemnification will survive the termination of the above listed contract with the Contractor. This indemnity shall not apply if the contractor or sub-contractor(s) is/are an agency, board, commission or university of the State of Arizona. 1.2 Insurance Requirements 1.2.1 Contractor and subcontractors shall procure and maintain, until all of their obligations have been discharged, including any warranty periods under this Contract, insurance against claims for injury to persons or damage to property arising from, or in connection with, the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors. 1.2.2 The Insurance Requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The State of Arizona in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that arise out of the performance of the work under this Contract by the Contractor, its agents, representatives, employees or subcontractors, and the Contractor is free to purchase additional insurance. 1.3 Minimum Scone and Limits of Insurance Contractor shall provide coverage with limits of liability not less than those stated below, 3 1 P a g e State of Arizona Master Agreement State Procurement Office g 100 North 1511 Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix, AZ 85007 Contract No A5SPdTi 130651 ❑escriotion Software Value-Added Reseller(SVAR)Services 1.3.1 Commercial General Liability (CGL) —Occurrence Form Policy shall include bodily injury, property damage, and broad form contractual liability coverage. General Aggregate $2,000,000 Products—Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Damage to Rented Premises $50,000 Each Occurrence $1,000,000 a. The policy shall be endorsed, as required by this written agreement, to include the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to liability arising out of the activities performed by or on behalf of the Contractor. b. Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor. 1.3.2 Business Automobile Liability Bodily Injury and Property Damage for any owned, hired, and/or non-owned automobiles used in the performance of this Contract. • Combined Single Limit (CSL) $1,000,000 Policy shall be endorsed, as required by this written agreement, to include the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to liability arising out of the activities performed by, or on behalf of, the Contractor involving automobiles owned, hired and/or non-owned by the Contractor. c. Policy shall contain a waiver of subrogation endorsement as required by this written agreement in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor. 1.3.3 Workers' Compensation and Employers' Liability • Workers' Compensation Statutory • Employers' Liability • Each Accident $1,000,000 • Disease— Each Employee $1,000,000 • Disease— Policy Limit $1,000,000 d. Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, in favor of the State of Arizona, and its departments, agencies, boards, 44IPage State of Arizona Master Agreement State Procurement Office y 100 North 15t1 Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix, AZ 85007 ... .....-m--------------------------_ __._._. ......-.�...... _.... _._._.. Contract No ADSP016 130651 Description, Software Value-Added Reseller(SVAR)Services commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor. e. This requirement shall not apply to each Contractor or subcontractor that is exempt under A.R.S. § 23-901, and when such Contractor or subcontractor executes the appropriate waiver form (Sole Proprietor or Independent Contractor), 1.3.4 Technology Errors & Omissions Insurance • Each Claim $2,000,000 • Annual Aggregate $2,000,000 f. Such insurance shall cover any, and all errors, omissions, or negligent acts in the delivery of products, services, and/or licensed programs under this contract. g. Coverage shall include or shall not exclude settlement and/or defense of claims involving intellectual property, including but not limited to patent or copyright infringement. h. In the event that the Tech E&O insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years, beginning at the time work under this Contract is completed. 1.3.5 Media Liability Coverage • Each Claim $2,000,000 • Annual Aggregate $2,000,000 i. Such insurance shall cover any and all errors and omissions or negligent acts in the production of content, including but not limited to plagiarism, defamation, libel, slander, false advertising, invasion of privacy, and infringement of copyright, title, slogan, trademark, service mark and trade dress. j. In the event that the Media Liability insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained, or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed. 1.4 Additional Insurance Requirements The policies shall include, or be endorsed to include, as required by this written agreement, the following provisions: 1.4.1 The Contractor's policies, as applicable, shall stipulate that the insurance afforded the Contractor shall be primary and that any insurance carried by the Department, its agents, 45IPage State of Arizona Master Agreement State Procurement Office g 100 North 151^Avenue, Suite 201 ` Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix, AZ 85007 Contract No. ADSPOIB-13pfi51 Descnotion. Software Value-Added Reseller(SVAR)Services officials, employees or the State of Arizona shall be excess and not contributory insurance, as provided by A.R.S. § 41-621 (E). 1.4.2 Insurance provided by the Contractor shall not limit the Contractor's liability assumed under the indemnification provisions of this Contract. 1.5 Notice of Cancellation Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor's insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to the State of Arizona. Within two (2) business days of receipt, Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to the Department and shall be mailed, emailed, hand delivered or sent by facsimile transmission to (State Representative's Name, Address & Fax Number). 1.6 Acceptability Acceptabili!y of Insurers Contractor's insurance shall be placed with companies licensed in the State of Arizona or hold approved non-admitted status on the Arizona Department of Insurance List of Qualified Unauthorized Insurers. Insurers shall have an "A.M. Best" rating of not less than A- VII. The State of Arizona in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency. 1.7 Verification of Coverag Contractor shall furnish the State of Arizona with certificates of insurance (valid ACORD form or equivalent approved by the State of Arizona) as required by this Contract. An authorized representative of the insurer shall sign the certificates. 1.7.1 All certificates and endorsements, as required by this written agreement, are to be received and approved by the State of Arizona before work commences. Each insurance policy required by this Contract must be in effect at, or prior to, commencement of work under this Contract. Failure to maintain the insurance policies as required by this Contract, or to provide evidence of renewal, is a material breach of contract. 1.7.2 All certificates required by this Contract shall be sent directly to the Department. The State of Arizona project/contract number and project description shall be noted on the certificate of insurance. The State of Arizona reserves the right to require complete copies of all insurance policies required by this Contract at any time. 1.8 Subcontractors Contractor's certificate(s) shall include all subcontractors as insureds under its policies or Contractor shall be responsible for ensuring and/or verifying that all subcontractors have valid and collectable insurance as evidenced by the certificates of insurance and endorsements for each subcontractor. All coverages for subcontractors shall be subject to the minimum Insurance 46IPage State of Arizona MU aster Agreement State Procurement Office Section 4: Lead State(ARIZONA)Terms and Conditions 100 North 151^Avenue, Suite 201 Phoenix, AZ 85007 Contract No ADSP01 6-1 30 651 Description Software Value-Added Reseller(SVARI Services Requirements identified above. The Department reserves the right to require, at any time throughout the life of this contract, proof from the Contractor that its subcontractors have the required coverage. 1.9 Approval and Modifications The Contracting Agency, in consultation with State Risk, reserves the right to review or make modifications to the insurance limits, required coverages, or endorsements throughout the life of this contract, as deemed necessary. Such action will not require a formal Contract amendment but may be made by administrative action. 1.10 Exceptions In the event the Contractor or subcontractor(s) is/are a public entity, then the Insurance Requirements shall not apply. Such public entity shall provide a certificate of self-insurance. If the Contractor or subcontractor(s) is/are a State of Arizona agency, board, commission, or university, none of the above shall apply. Y. Data Privacy and Security Contractor shall treat all information obtained through performance of the contract, as confidential or sensitive information consistent with State and federal law and State Policy. Contractor or its agents shall not use any data obtained in the performance of the contract in any manner except as necessary for the proper discharge of its obligations and protection of its rights related to this agreement. Contractor shall establish and maintain procedures and controls acceptable to the State for the purpose of assuring that data in its or its agents' possession is not mishandled, misused, released, disclosed, or used in an inappropriate manner in performance of the contract. This includes data contained in Contractor's records obtained from the State or others, necessary for contract performance. Contractor and its agents shall take all reasonable steps and precautions to safeguard this information and data and shall not divulge the information or data to parties other than those needed for the performance of duties under the contract. Z. Data Privacy/Security Incident Management Contractor and its agents shall cooperate and collaborate with appropriate State personnel to identify and respond to an information security or data privacy incident, including a security breach. 1. Threat of Security Breach Contractor(s) agrees to notify the State Chief Information Officer (CIO), the State Chief Information Security Officer (CISO) and other key personnel as identified by the State of any perceived threats placing the supported infrastructure and/or applications in danger of breach of security. The speed of notice shall be at least commensurate with the level of threat, as perceived by the Contractor(s). The State agrees to provide contact information for the State CIO, CISO and key personnel to the Contractor(s). 2. Discovery of Security Breach Contractor agrees to immediately notify the State CIO, the CISO and key personnel as identified by the State of a discovered breach of security. The State agrees to provide contact information 47 Page State of Arizona Master Agreement State Procurement Office g 100 North 151"Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix, AZ 85007 .........--- ..................---- ...........m.... .... Contract No: AOSPClM6A Stl8&j�. Description: Software Value-Added Reseller(SVAR)Services for the State CIO, the CISO and key personnel.. AA. Security Requirements for Contractor Personnel Each individual proposed to provide services through this contract agrees to security clearance and background check procedures, including fingerprinting, as defined by the Arizona Department of Administration in accordance with Arizona Revised Statutes §41-710. The results of the individual's background check procedures must meet all HIPAA and law enforcement requirements. Contractor is responsible for all costs to obtain security clearance for their consultants providing services through this contract. Contractor personnel, agents or sub-contractors that have administrative access to the State's networks may be subject to any additional security requirements of the State as may be required for the performance of the contract. The Contractor, its agents and sub-contractors shall provide documentation to the State confirming compliance with all such additional security requirements for performance of the contract. Additional security requirements include but are not limited to the following: 1. Identity and Address Verification —that verifies the individual is who he or she claims to be including verification of the candidate's present and previous addresses; 2. UNAX/confidentiality Training; 3. HIPAA Privacy and Security Training; and 4. Information Security Training. BB. Access Constraints and Requirements Contractor access to State facilities and resources shall be properly authorized by State personnel, based on business need and will be restricted to least possible privilege. Upon approval of access privileges, the Contractor shall maintain strict adherence to all policies, standards, and procedures. Policies / Standards, ADOA/ASET Policies / Procedures, and Arizona Revised Statues (A.R.S.) §28- 447, §28-449, §38-421, §13-2408, §13-2316, §41-770. Failure of the Contractor, its agents or subcontractors to comply with policies, standards, and procedures including any person who commits an unlawful breach or harmful access (physical or virtual) will be subject to prosecution under all applicable state and /or federal laws. Any and all recovery or reconstruction costs or other liabilities associated with an unlawful breach or harmful access shall be paid by the Contractor. CC. Health Insurance Portability and Accountability Act of 1996 The Contractor warrants that it is familiar with the requirements of HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (HITECH Act) of 2009, and accompanying regulations and will comply with all applicable HIPAA requirements in the course of this Contract. Contractor warrants that it will cooperate with the State in the course of performance of the Contract so that both the State and the Contractor will be in compliance with HIPAA, including cooperation and coordination with the Arizona Strategic Enterprise Technology (ASET) Group, Statewide Information Security and Privacy Office (SISPO), Chief Privacy Officer and HIPAA Coordinator and other compliance officials required by HIPAA and its regulations. Contractor will sign any documents that are reasonably necessary to keep the State and Contractor in compliance with 48IPage State of Arizona State Procurement Office Master Agreement 100 North 1511 Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix, AZ 85007 Conttract�No..... .ADS0076-13065.7­.-..--� � -_......._...._.......... ..........._,_... ........ Descriotion: Software Value-Added Reseller tSVAR1 Services HIPAA, including but not limited to, business associate agreements. If requested, the Contractor agrees to sign a "Pledge to Protect Confidential Information" and to abide by the statements addressing the creation, use and disclosure of confidential information, including information designated as protected health information and all other confidential or sensitive information as defined in policy. In addition, if requested, Contractor agrees to attend or participate in job related HIPAA training that is: (1) intended to make the Contractor proficient in HIPAA for purposes of performing the services required and (2) presented by a HIPAA Privacy Officer or other person or program knowledgeable and experienced in HIPAA and who has been approved by the ASET/SISPO Chief Privacy Officer and HIPAA Coordinator. Suggested References blips"llwWworts,00 trative- SimpliflcatlonlHIPAAGenlnfoldownloadslhlgaalaw,odf ditP/a/Iwww.lrlas.rye vhaLrJprivaca fllI)aOlunderstandlnc7/ DD. Compliance Requirements for A.R.S. § 41-4401, Government Procurement: E-Verify Requirement 1. The Contractor warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with Section A.R.S. § 23-214, Subsection A. (That subsection reads: "After December 31, 2007, every employer, after hiring an employee, shall verify the employment eligibility of the employee through the E-Verify program.) 2. A breach of a warranty regarding compliance with immigration laws and regulations shall be deemed a material breach of the Contract and the Contractor may be subject to penalties up to and including termination of the Contract. 3. Failure to comply with a State audit process to randomly verify the employment records of Contractors and subcontractors shall be deemed a material breach of the Contract and the Contractor may be subject to penalties up to and including termination of the Contract. 4. The State Agency retains the legal right to inspect the papers of any employee who works on the Contract to ensure that the Contractor or subcontractor is complying with the warranty under paragraph One (1). 5.2 State of Arizona Uniform Terms and Conditions 1. Definition of Terms As used in this Solicitation and any resulting Contract, the terms listed below are defined as follows: 1.1. "Attachment"means any item the Solicitation requires the Offeror to submit as part of the Offer. 1.2. "Contract"means the combination of the Solicitation, including the Uniform and Special Instructions to Offerors, the Uniform and Special Terms and Conditions, and the Specifications and Statement or Scope of Work, the Offer and any Best and Final Offers; and any Solicitation Amendments or Contract Amendments. 491Page State of Arizona Master Agreement State Procurement Office g 100 North 1510 Avenue, Suite 201 as %' Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix,AZ 85007 Contract No. ADSP'd0 -130651 Description: Software Value-Added Reseller(SVAR)Services 1.3, "Contract Amendment'means a written document signed by the Procurement Officer that is issued for the purpose of making changes in the Contract. 1.4. "Contractor"means any person who has a Contract with the State. 1.5. "Days"means calendar days unless otherwise specified. 1.6. "Exhibit'means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits section of the Solicitation. 1.7, "Gratuity"means a payment, loan, subscription, advance, deposit of money, services, or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is received. 1.8. "Materials"means all property, including equipment, supplies, printing, insurance and leases of property but does not include land, a permanent interest in land or real property or leasing space. 1.9. 'Procurement Officer'means the person, or his or her designee, duly authorized by the State to enter into and administer Contracts and make written determinations with respect to the Contract. 1.10. "Services"means the furnishing of labor, time or effort by a contractor or subcontractor which does not involve the delivery of a specific end product other than required reports and performance, but does not include employment agreements or collective bargaining agreements. 1.11, "Subcontract'means any Contract, express or implied, between the Contractor and another party or between a subcontractor and another party delegating or assigning, in whole or in part, the making or furnishing of any material or any service required for the performance of the Contract. 1.12, "State"means the State of Arizona and Department or Agency of the State that executes the Contract. 1.13, "State Fiscal Year"means the period beginning with July 1 and ending June 30, 2, Contract Interpretation 2.1. Arizona Law. The Arizona law applies to this Contract including, where applicable, the Uniform Commercial Code as adopted by the State of Arizona and the Arizona Procurement Code, Arizona Revised Statutes (A.R.S.) Title 41, Chapter 23, and its implementing rules, Arizona Administrative Code (A.A.C.) Title 2, Chapter 7. 2.2. Implied Contract Terms. Each provision of law and any terms required by law to be in this Contract are a part of this Contract as if fully stated in it. 2.3. Contract Order of Precedence. In the event of a conflict in the provisions of the Contract, as accepted by the State and as they may be amended, the following shall prevail in the order set forth below: 2.3.1. Special Terms and Conditions, 2.3.2. Uniform Terms and Conditions, 2.3.3. Statement or Scope of Work; 50 Page State of Arizona Master Agreement State Procurement Office M Section 4: Lead State(ARIZONA)Terms and Conditions 100 North 15'"Avenue, Suite 201 Phoenix,AZ 85007 CantracP No'. ADSPOt6-130657 __. .......... ..... .. ...... Description. Software Value-Added Reseller(SVAR)Services 2.3.4. Specifications; 2.3.5. Attachments; 2.3.6. Exhibits, 2.3.7. Documents referenced or included in the Solicitation. 2.4. Relationship of Parties. The Contractor under this Contract is an independent Contractor. Neither party to this Contract shall be deemed to be the employee or agent of the other party to the Contract. 2.5. Severability. The provisions of this Contract are severable. Any term or condition deemed illegal or invalid shall not affect any other term or condition of the Contract. 2.6, No Parole Evidence. This Contract is intended by the parties as a final and complete expression of their agreement. No course of prior dealings between the parties and no usage of the trade shall supplement or explain any terms used in this document and no other understanding either oral or in writing shall be binding. 2.7, No Waiver. Either party's failure to insist on strict performance of any term or condition of the Contract shall not be deemed a waiver of that term or condition even if the party accepting or acquiescing in the nonconforming performance knows of the nature of the performance and fails to object to it. 3, Contract Administration and Operation 3.1. Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually require each subcontractor to retain all data and other "records" relating to the acquisition and performance of the Contract for a period of five years after the completion of the Contract. All records shall be subject to inspection and audit by the State at reasonable times. Upon request, the Contractor shall produce a legible copy of any or all such records. 3.2. Non-Discrimination. The Contractor shall comply with State Executive Order No. 2009-09 and all other applicable Federal and State laws, rules and regulations, including the Americans with Disabilities Act. 3.3. Audit. Pursuant to AIRS § 35-214, at any time during the term of this Contract and five (5) years thereafter, the Contractor's or any subcontractor's books and records shall be subject to audit by the State and, where applicable, the Federal Government, to the extent that the books and records relate to the performance of the Contract or Subcontract. 3.4. Facilities Inspection and Materials Testin . The Contractor agrees to permit access to its facilities, subcontractor facilities and the Contractor's processes or services, at reasonable times for inspection of the facilities or materials covered under this Contract. The State shall also have the right to test, at its own cost, the materials to be supplied under this Contract. Neither inspection of the Contractor's facilities nor materials testing shall constitute final acceptance of the materials or services. If the State determines non-compliance of the materials, the Contractor shall be responsible for the payment of all costs incurred by the State for testing and inspection. 3.5, Notices. Notices to the Contractor required by this Contract shall be made by the State to the person indicated on the Offer and Acceptance form submitted by the Contractor unless 51jPage State of Arizona Master Agreement State Procurement Office g 100 North 151^Avenue Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix, AZ 85007 ____.-.._.. . ..- ..... ......... _......_ .— Contract No: AD 1 6 SP0 -1 30 651mm- Description: Software Value-Added Reseller(SVAR)Services otherwise stated in the Contract. Notices to the State required by the Contract shall be made by the Contractor to the Solicitation Contact Person indicated on the Solicitation cover sheet, unless otherwise stated in the Contract. An authorized Procurement Officer and an authorized Contractor representative may change their respective person to whom notice shall be given by written notice to the other and an amendment to the Contract shall not be necessary. 3.6, Advertising, Publishing and Promotion of Contract. The Contractor shall not use, advertise or promote information for commercial benefit concerning this Contract without the prior written approval of the Procurement Officer. 3.7. Property of the State. Any materials, including reports, computer programs and other deliverables, created under this Contract are the sole property of the State. The Contractor is not entitled to a patent or copyright on those materials and may not transfer the patent or copyright to anyone else. The Contractor shall not use or release these materials without the prior written consent of the State. 3.8. Ownership of Intellectual Property. Any and all intellectual property, including but not limited to copyright, invention, trademark, trade name, service mark, and/or trade secrets created or conceived pursuant to or as a result of this contract and any related subcontract ("Intellectual Property"), shall be work made for hire and the State shall be considered the creator of such Intellectual Property. The agency, department, division, board or commission of the State of Arizona requesting the issuance of this contract shall own (for and on behalf of the State) the entire right, title and interest to the Intellectual Property throughout the world. Contractor shall notify the State, within thirty (30) days, of the creation of any Intellectual Property by it or its subcontractor(s). Contractor, on behalf of itself and any subcontractor(s), agrees to execute any and all document(s) necessary to assure ownership of the Intellectual Property vests in the State and shall take no affirmative actions that might have the effect of vesting all or part of the Intellectual Property in any entity other than the State. The Intellectual Property shall not be disclosed by contractor or its subcontractor(s) to any entity not the State without the express written authorization of the agency, department, division, board or commission of the State of Arizona requesting the issuance of this contract. 3.9. Federal Immigration and Nationailt Act. The contractor shall comply with all federal, state and local immigration laws and regulations relating to the immigration status of their employees during the term of the contract. Further, the contractor shall flow down this requirement to all subcontractors utilized during the term of the contract. The State shall retain the right to perform random audits of contractor and subcontractor records or to inspect papers of any employee thereof to ensure compliance. Should the State determine that the contractor and/or any subcontractors be found noncompliant, the State may pursue all remedies allowed by law, including, but not limited to, suspension of work, termination of the contract for default and suspension and/or debarment of the contractor. 3.10 E-Verify Requirements. In accordance with A.R.S. § 41-4401, Contractor warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with Section A.R.S. § 23-214, Subsection A. 3.11 Offshore Performance of Work Prohibited. Any services that are described in the specifications or scope of work that directly serve the State of Arizona or its clients and involve access to secure or sensitive data or personal client data shall be performed within the defined territories of the United States. Unless specifically 620Page State of Arizona Master Agreement State Procurement Office 100 North 151"Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix,AZ 85007 f Contract No,— ADSP016-130651 _.__ - ------ -_....... Description. Software Value-Added Reseller(SVAR)Services stated otherwise in the specifications, this paragraph does not apply to indirect or'overhead' services, redundant back-up services or services that are incidental to the performance of the contract. This provision applies to work performed by subcontractors at all tiers. 4. Costs and Payments 4.1. Patents. Payments shall comply with the requirements of A.R.S. Titles 35 and 41, Net 30 days. Upon receipt and acceptance of goods or services, the Contractor shall submit a complete and accurate invoice for payment from the State within thirty (30) days. 4.2. Delivery. Unless stated otherwise in the Contract, all prices shall be F.O.B. Destination and shall include all freight delivery and unloading at the destination. 4.3. Applicable Taxes. 4.3.1. Payment of Taxes. The Contractor shall be responsible for paying all applicable taxes. 4.3.2. State and Local Transaction Privilege Taxes. The State of Arizona is subject to all applicable state and local transaction privilege taxes. Transaction privilege taxes apply to the sale and are the responsibility of the seller to remit. Failure to collect such taxes from the buyer does not relieve the seller from its obligation to remit taxes. 4.3.3. Tax Indemnification. Contractor and all subcontractors shall pay all Federal, state and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require all subcontractors to hold the State harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or state and local laws and regulations and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security and Worker's Compensation. 4.3.4. IRS W9 Form. In order to receive payment the Contractor shall have a current I.R.S. W9 Form on file with the State of Arizona, unless not required by law. 4.4. Availability of Funds for the Next State fiscal year. Funds may not presently be available for performance under this Contract beyond the current state fiscal year. No legal liability on the part of the State for any payment may arise under this Contract beyond the current state fiscal year until funds are made available for performance of this Contract. 4.5. Availability of Funds for the current State fiscal year. Should the State Legislature enter back into session and reduce the appropriations or for any reason and these goods or services are not funded, the State may take any of the following actions: 4.5.1. Accept a decrease in price offered by the contractor, 4.5.2. Cancel the Contract; or 4.5.3. Cancel the contract and re-solicit the requirements. 5. Contract Changes 5.1. Amendments. This Contract is issued under the authority of the Procurement Officer who signed this Contract. The Contract may be modified only through a Contract Amendment within the scope of the Contract. Changes to the Contract, including the addition of work or materials, the revision of payment terms, or the substitution of work or materials, directed by a person who is 53IPage State of Arizona Master Agreement State Procurement Office g 100 North 151^Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix,AZ 85007 --------------- Contract No'., ADSP01 6-1 30 651 Description: software Value-Added Reseller(SVAR)Services not specifically authorized by the procurement officer in writing or made unilaterally by the Contractor are violations of the Contract and of applicable law. Such changes, including unauthorized written Contract Amendments shall be void and without effect, and the Contractor shall not be entitled to any claim under this Contract based on those changes. 5.2. Subcontracts. The Contractor shall not enter into any Subcontract under this Contract for the performance of this contract without the advance written approval of the Procurement Officer. The Contractor shall clearly list any proposed subcontractors and the subcontractor's proposed responsibilities. The Subcontract shall incorporate by reference the terms and conditions of this Contract. 5.3. Assignment and Delegation. The Contractor shall not assign any right nor delegate any duty under this Contract without the prior written approval of the Procurement Officer. The State shall not unreasonably withhold approval. 6. Risk and Liability 6.1. Risk of Loss: The Contractor shall bear all loss of conforming material covered under this Contract until received by authorized personnel at the location designated in the purchase order or Contract. Mere receipt does not constitute final acceptance. The risk of loss for nonconforming materials shall remain with the Contractor regardless of receipt. 6.2. Indemnification 6.2.1. Contractor/Vendor Indemnification (Mgt Public Agency) The parties to this contract agree that the State of Arizona, its departments, agencies, boards and commissions shall be indemnified and held harmless by the contractor for the vicarious liability of the State as a result of entering into this contract. However, the parties further agree that the State of Arizona, its departments, agencies, boards and commissions shall be responsible for its own negligence. Each party to this contract is responsible for its own negligence. 6.2.2. Public Agency Language Only Each party (as 'indemnitor') agrees to indemnify, defend, and hold harmless the other party (as 'indemnitee') from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively referred to as 'claims') arising out of bodily injury of any person (including death) or property damage but only to the extent that such claims which result in vicarious/derivative liability to the indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of the indemnitor, its officers, officials, agents, employees, or volunteers." 6.3. Indemnification - Patent and Copyright. The Contractor shall indemnify and hold harmless the State against any liability, including costs and expenses, for infringement of any patent, trademark or copyright arising out of Contract performance or use by the State of materials furnished or work performed under this Contract. The State shall reasonably notify the Contractor of any claim for which it may be liable under this paragraph. If the contractor is insured pursuant to A.R.S. § 41-621 and § 35-154, this section shall not apply. 6,4. Force Ma cure. 6.4.1 Except for payment of sums due, neither party shall be liable to the other nor deemed in 54IPage State of Arizona Master Agreement State Procurement Office 100 North Avenue, Suite 201 Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix,AZ 85007 Contract No AOSP016-13t15S1 m Description Software Value-Added Reseller lSVARI Services default under this Contract if and to the extent that such party's performance of this Contract is prevented by reason of force majeure. The term "force majeure"means an occurrence that is beyond the control of the party affected and occurs without its fault or negligence. Without limiting the foregoing, force majeure includes acts of God, acts of the public enemy; war; riots; strikes, mobilization; labor disputes, civil disorders; fire; flood; lockouts; injunctions-intervention-acts; or failures or refusals to act by government authority; and other similar occurrences beyond the control of the party declaring force majeure which such party is unable to prevent by exercising reasonable diligence. 6.4.2. Force Majeure shall not include the following occurrences: 6.4.2.1. Late delivery of equipment or materials caused by congestion at a manufacturer's plant or elsewhere, or an oversold condition of the market; 6.4.2.2. Late performance by a subcontractor unless the delay arises out of a force majeure occurrence in accordance with this force majeure term and condition, or 6.42.3. Inability of either the Contractor or any subcontractor to acquire or maintain any required insurance, bonds, licenses or permits. 6.4.3. If either party is delayed at any time in the progress of the work by force majeure, the delayed party shall notify the other party in writing of such delay, as soon as is practicable and no later than the following working day, of the commencement thereof and shall specify the causes of such delay in such notice. Such notice shall be delivered or mailed certified-return receipt and shall make a specific reference to this article, thereby invoking its provisions. The delayed party shall cause such delay to cease as soon as practicable and shall notify the other party in writing when it has done so. The time of completion shall be extended by Contract Amendment for a period of time equal to the time that results or effects of such delay prevent the delayed party from performing in accordance with this Contract. 6.4.4. Any delay or failure in performance by either party hereto shall not constitute default hereunder or give rise to any claim for damages or loss of anticipated profits if, and to the extent that such delay or failure is caused by force majeure. 6.5. Third Party Antitrust Violations. The Contractor assigns to the State any claim for overcharges resulting from antitrust violations to the extent that those violations concern materials or services supplied by third parties to the Contractor, toward fulfillment of this Contract. 7, Warranties 7.1. Liens. The Contractor warrants that the materials supplied under this Contract are free of liens and shall remain free of liens. 7.2. Quality. Unless otherwise modified elsewhere in these terms and conditions, the Contractor warrants that, for one year after acceptance by the State of the materials, they shall be: 7.2.1. Of a quality to pass without objection in the trade under the Contract description, 7.2.2. Fit for the intended purposes for which the materials are used, 7.2.3. Within the variations permitted by the Contract and are of even kind, quantity, and quality within each unit and among all units, 55IPage State of Arizona Master Agreement State Procurement Office g 100 North 15t1 Avenue, Suite 201 d- Section 4: Lead State(ARIZONA)Terms and Conditions Phoenix, AZ 85007 ..-...... ..._..._,----------- ._ .... _ ............ ..---. .._. Contract No: ADSP016 130651 Description: Software Value-Added Reseller(SVAR)Services 7.2.4. Adequately contained, packaged and marked as the Contract may require, and 7.2.5. Conform to the written promises or affirmations of fact made by the Contractor. 7.3. Fitness. The Contractor warrants that any material supplied to the State shall fully conform to all requirements of the Contract and all representations of the Contractor, and shall be fit for all purposes and uses required by the Contract. 7.4. Inspection/Testing. The warranties set forth in subparagraphs 7.1 through 7.3 of this paragraph are not affected by inspection or testing of or payment for the materials by the State. 7.5 Compliance With Applicable Laws. The materials and services supplied under this Contract shall comply with all applicable Federal, state and local laws, and the Contractor shall maintain all applicable license and permit requirements. 7.6. Survival of Rights and Obligations after Contract,Expiration or Termination. 7.6.1. Contractor's Representations and Warranties. All representations and warranties made by the Contractor under this Contract shall survive the expiration or termination hereof. In addition, the parties hereto acknowledge that pursuant to A.R.S. § 12-510, except as provided in A.R.S. § 12-529, the State is not subject to or barred by any limitations of actions prescribed in A.R.S., Title 12, Chapter 5. 7.6.2. Purchase Orders. The Contractor shall, in accordance with all terms and conditions of the Contract, fully perform and shall be obligated to comply with all purchase orders received by the Contractor prior to the expiration or termination hereof, unless otherwise directed in writing by the Procurement Officer, including, without limitation, all purchase orders received prior to but not fully performed and satisfied at the expiration or termination of this Contract. 8. State's Contractual Remedies 8.1. Right tom. If the State in good faith has reason to believe that the Contractor does not intend to, or is unable to perform or continue performing under this Contract, the Procurement Officer may demand in writing that the Contractor give a written assurance of intent to perform. Failure by the Contractor to provide written assurance within the number of Days specified in the demand may, at the State's option, be the basis for terminating the Contract under the Uniform Terms and Conditions or other rights and remedies available by law or provided by the contract. 8.2. Stop Work Order. 8.2.1. The State may, at any time, by written order to the Contractor, require the Contractor to stop all or any part, of the work called for by this Contract for period(s) of days indicated by the State after the order is delivered to the Contractor. The order shall be specifically identified as a stop work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. 8.2.2. If a stop work order issued under this clause is canceled or the period of the order or any extension expires, the Contractor shall resume work. The Procurement Officer shall make an equitable adjustment in the delivery schedule or Contract price, or both, and 56IPage State of Procurement ce Master Agreement StateSNorth 1ocu venue, SuOffite Section 4: Lead State(ARIZONA)Terms and Conditions 100 North Phoenix, Avenue Suite 201 Phoenix, AZ 85007 Contract No, ADSP01 8-1 30651 Description, Software Value-Added Reseller(SVAR)Services the Contract shall be amended in writing accordingly. 8.3. Non-exclusive Remedies. The rights and the remedies of the State under this Contract are not exclusive. 8.4. Nonconforminq Tender. Materials or services supplied under this Contract shall fully comply with the Contract. The delivery of materials or services or a portion of the materials or services that do not fully comply constitutes a breach of contract. On delivery of nonconforming materials or services, the State may terminate the Contract for default under applicable termination clauses in the Contract, exercise any of its rights and remedies under the Uniform Commercial Code, or pursue any other right or remedy available to it. 8.5. Right of Offset. The State shall be entitled to offset against any sums due the Contractor, any expenses or costs incurred by the State, or damages assessed by the State concerning the Contractor's non-conforming performance or failure to perform the Contract, including expenses, costs and damages described in the Uniform Terms and Conditions. 9. Contract Termination 9.1. Cancellation for Conflict of Interest. Pursuant to A.R.S. § 38-511, the State may cancel this Contract within three (3) years after Contract execution without penalty or further obligation if any person significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the State is or becomes at any time while the Contract or an extension of the Contract is in effect an employee of or a consultant to any other party to this Contract with respect to the subject matter of the Contract. The cancellation shall be effective when the Contractor receives written notice of the cancellation unless the notice specifies a later time. If the Contractor is a political subdivision of the State, it may also cancel this Contract as provided in A.R.S. § 38-511. 9.2. Gratuities, The State may, by written notice, terminate this Contract, in whole or in part, if the State determines that employment or a Gratuity was offered or made by the Contractor or a representative of the Contractor to any officer or employee of the State for the purpose of influencing the outcome of the procurement or securing the Contract, an amendment to the Contract, or favorable treatment concerning the Contract, including the making of any determination or decision about contract performance. The State, in addition to any other rights or remedies, shall be entitled to recover exemplary damages in the amount of three times the value of the Gratuity offered by the Contractor. 9.3. Suspension or Debarment. The State may, by written notice to the Contractor, immediately terminate this Contract if the State determines that the Contractor has been debarred, suspended or otherwise lawfully prohibited from participating in any public procurement activity, including but not limited to, being disapproved as a subcontractor of any public procurement unit or other governmental body. Submittal of an offer or execution of a contract shall attest that the contractor is not currently suspended or debarred. If the contractor becomes suspended or debarred, the contractor shall immediately notify the State. 9.4. Termination for Convenience. The State reserves the right to terminate the Contract, in whole or in part at any time when in the best interest of the State, without penalty or recourse. Upon receipt of the written notice, the Contractor shall stop all work, as directed in the notice, notify all subcontractors of the effective date of the termination and minimize all further costs to the State. In the event of termination under this paragraph, all documents, data and reports prepared by 57IPage State of Arizona Master Agreement State Procurement Office Section 4: Lead State(ARIZONA)Terms and Conditions 100 North 1 ni Avenue, Suite 201 ' Phoenix, AZ 85007 ..., ....-m..-_ .m._ _........_,_,..._., _ ....,._ __ ___ ._..., ..., —— _____________ ---_--- ....,_ _.. ........_...... Contract No; ADSP01 6-1 30 651 Description. Software Value-Added Reseller(SVAR)Services the Contractor under the Contract shall become the property of and be delivered to the State upon demand. The Contractor shall be entitled to receive just and equitable compensation for work in progress, work completed and materials accepted before the effective date of the termination. The cost principles and procedures provided in A.A.C. R2-7-701 shall apply. 9.5. Termination for Default. 9.5.1. In addition to the rights reserved in the contract, the State may terminate the Contract in whole or in part due to the failure of the Contractor to comply with any term or condition of the Contract, to acquire and maintain all required insurance policies, bonds, licenses and permits, or to make satisfactory progress in performing the Contract. The Procurement Officer shall provide written notice of the termination and the reasons for it to the Contractor. 9.5.2. Upon termination under this paragraph, all goods, materials, documents, data and reports prepared by the Contractor under the Contract shall become the property of and be delivered to the State on demand. 9.5.3. The State may, upon termination of this Contract, procure, on terms and in the manner that it deems appropriate, materials or services to replace those under this Contract. The Contractor shall be liable to the State for any excess costs incurred by the State in procuring materials or services in substitution for those due from the Contractor. 9.6. Continuation of Performance Through Termination. The Contractor shall continue to perform, in accordance with the requirements of the Contract, up to the date of termination, as directed in the termination notice. 10. Contract Claims All contract claims or controversies under this Contract shall be resolved according to A.R.S. Title 41, Chapter 23, Article 9, and rules adopted thereunder. 11, Arbitration The parties to this Contract agree to resolve all disputes arising out of or relating to this contract through arbitration, after exhausting applicable administrative review, to the extent required by A.R.S. § 12-1518, except as may be required by other applicable statutes (Title 41). 12. Comments Welcome The State Procurement Office periodically reviews the Uniform Terms and Conditions and welcomes any comments you may have. Please submit your comments to: State Procurement Administrator, State Procurement Office, 100 North 151h Avenue, Suite 201, Phoenix, Arizona, 85007. 5 Page ATTACHMENT A - RESPONSE TO SCOPE OF WORK — QUALIFICATIONS Provide a response to each item below, using attachments where necessary. Each narrative item response should demonstrate ability to satisfy the Scope of Work. Limit response to experience directly relevant to this solicitation. The narrative shall include a response to all elements state or referred to in each item. All information contained in the proposal shall be current and factual. Failure to provide complete and accurate responses to the following items may have a negative impact on the evaluation of the Offer. instructions: a. All materials must be in electronic format that can be received in ProcureAZ ((hGtps:llprocure.az,gov), the State of Arizona's electronic procurement system. b. Responses should be comprehensive, but concise, addressing specifics with minimal extraneous information. c. Response to all questions, even if you answer is"Not Applicable". d. Label your response"ATTACHMENT A_Qualifications_companyname"and state the question number being addressed. e. Additional attached information shall indicate the item number and heading being referenced as it appears below. f. The above additional attached information should also include a header labeled, "ATTACHMENT A_Qualifications_companyname_name of additional information" 1,. Overall Company Information 1.1. Business Operations 1.1.1. Provide a Brief overview of business operations, with an emphasis on the provision of services as a Software Value-Added Reseller. SHI Response:: SHI International Corp., headquartered in Somerset, New Jersey, has transformed itself from a $1 million "software-only" regional reseiler into a $5.8 billion global, full Iifecycle provider of technology, services and solutions. SHI is positioned as the fastest growing VAR in the market globally, boasting a growth rate of 15% in revenue and reaching $5.8 billion in 2014. Providing world class support to more than 14,000 customers, SHI continues to grow our customer base and maintain our customer loyalty with 99% retention, as some of our largest competitors are experiencing no or negative growth. Providing a compelling value to our entire customer base, SHI is able to offer the lowest gross margin of our top 4 competitors, while at the same time maintaining our profitability with the lowest overhead cost structure in the industry. We strive to help our customers execute their mission by getting the right technology, to the right people, at the right time. We do this by understanding our customers' complete project Iifecycle. We address customer business needs, help them acquire the appropriate technology, and follow through to make sure that the technology we provided is adopted or consumed correctly, and is meeting business needs as expected. 1 1 P a g e SHI's Approach SHI is proud of the reputation we have established with our customers as an organization uniquely capable of understanding and addressing their software needs. We accomplish this through a single-minded focus on customer satisfaction: every SHI employee understands that we are here because of our clients and will remain here only as long as we continue to provide customer satisfaction. SHI's proposal incorporates our values and mission to deliver a high quality and high value service and support model for both NASPO ValuePoint and the Participating States. To make this contract a success, we have included each of the following elements: R A dedicated Public Sector account and service team. This team is empowered to commit all of SHI's resources to address the needs of our customers. • A flexible service approach that allows SHI to adjust its processes, procedures, and offerings to meet the changing needs of our customers. • An innovation strategy that ensures that NASPO ValuePoint and the Participating States are able to take advantage of additional opportunities to improve service, reduce costs, and improve the satisfaction of our end-user customers. SHI's "Customer Needs" Process SHI understands that in order to bring the right solution to the customer, we need to first understand the customer's vision. Once we understand what they are trying to accomplish, our sales team, licensing experts, and internal publisher-specific resources help design a strategy that is suitable to their environment today, and that will scale to meet their future needs. This approach might include conducting assessments of the customer's current environment or proof of concept for a potential solution. When the customer is ready to move forward, SHI will help to ensure that the customer is procuring their software products using the most advantageous licensing programs and at the most aggressive possible cost. We then follow through with our customer to ensure that the software solution the customer procured is working as expected. SHI's Manufacturer Relationships SHI has a diversified product line that includes a broad range of IT products and services. All the leading manufacturers have established SHI as an authorized partner. Some of our largest partner relationships include: Enryx' ..... _..... .+ Jda ._ ■■NetApp y COMrt1ViWt ..—q a�W.a Vrk�I� Novell 6ON1• airvrrafcf''r CORiL- r«,y,,,y 5„ ,.P �_. KA§pERtKYx r,., $ i Oak .... � ."•.�� BEKIlIa" OreNTExT ®uW.0.,,.$rrrnn4ua 6!ftflC` „ ->. (, Syman[Rc FtiuPv:rtlVcak fl `,X /iP/11OR� 'v'w.�dC'IYEIbAe ®ELKIN. I.F�rIS1g4NK alanhonlcs. Tr7�&6d�A aj; � dCBlItC+Ui .--- f1RCM w..„ �. '• Ponca nn m. g rlwar,r GLANIT t r � Go g ®'MrAUre It R w/ �Nj Microsoft wrtwnlNi,� e e All. 111'm'd'm:rsre 41 Gwen B+ndrR g' r lade . nmeowewr. . &wAA 'h,7Nd^tl' 416RB, uaa.,.,,".,✓µ. I�Ut9�-i".PoIFd(I. 2 Page Expertise with Software Licensing rkl When it comes to software in particular, SHI's expertise is second to none. Following are just a few examples of the benefits we bring to our customers for their software needs: GD.M ate Our.Award,,,Winninq Licensinq Team-With the largest team of Software & Licensing Specialists in the industry, SHI has the expertise in managing the varied features of the Publisher Licensing civRIX' Programs. Our award winning team of Software & Licensing Specialists is available to assist you with selecting your licensing programs, executing the agreements, and supporting the agreement lifecycle. W W.Afoe 5oflware Asset Mana ement---SHI understands how important it is for our customers to understand and manage their valuable software assets. Our expertise, reporting, and license h9aa�u llll. tracking all work together to provide peace of mind. SHI customers have confidence that they are compliant with each software publisher's unique licensing requirements, without MweAE overspending for unnecessary licensing. Managing g r Sottw arglITi ecyvie—SHI's expertise extends beyond the implementation and management of your license agreements and compliance. We offer comprehensive software VSymantec lifecycle support, including regular Customer Business Reviews and our Polaris Renewal vrnware Organizer for the management and budgeting of your software and maintenance renewals. What is Unique About SHI's Services as a Software Value Added Reseller? SHI is a unique company in our industry, and there are many aspects of our business operations which translate into benefits for the customers with whom we partner for their software needs. Following are a few reasons to consider selecting SHI as your SVAR: 1. Lowest overhead structure. SHI is financially strong and stable, and we consistently demonstrate year over year growth without mergers or acquisitions. As a result, we offer our customers the most competitive pricing and we are able to sustain that value to our customers over the long term. 2. Longest average tenure across our sales force. NASPO ValuePoint can feel confident in SHI's tenured and knowledgeable staff. We experience very little turnover, and Participating States can continue to depend upon our consistency and continuity of service. 3. Stable management and ownership structure for 26 years. While other industry organizations have gone through multiple changes in ownership and operational structures, SHI has remained stable. SHI is a private company and certified as women and minority owned. 4. Comprehensive software lifecycle support. SHI does so much more than just facilitate a software transaction. We provide our customers with software asset management, software license management, and license renewal services. This minimizes our customers' risk of non-compliance and allows them to realize significant savings and cost avoidance by identifying surplus licenses and re-deploying within the enterprise. 5. Management tools. SHI provides the most comprehensive set of customer ready tools for management of spend and business with SHI. Our online reporting capabilities give customers visibility to and control over spend, and our PRO (Polaris Renewal Organizer) tool provides a timeline of the customer's upcoming maintenance and contract renewals. 3 1 P a g e 6. Our people and our culture. SHI's employees are empowered to remain flexible to support our customers' individual needs. With an entrepreneurial mindset and spirit, SHI is proud to provide our customers with autonomous account teams with the authority to make all decisions relative to account support. 7. Licensing expertise. SHI is ranked within the top 3 resellers for all of the major software publishers. We are consistently recognized by our software publisher partners for our quality, and our licensing team is unsurpassed in the industry. 8. Procurement. SHI's procurement options are flexible and customizable. We offer customizable options for catalogs and E-Commerce. We also offer options and tracking for diversity spend. 9. Proven success as a Software Value Added Reseller. SHI has had the privilege to administer statewide software contracts for over 20 years, and we now hold IT contracts across all 50 states. The number of government clients is in the thousands, from local government entities, to state government departments and agencies, to educational institutions, to public sector healthcare organizations. 10. Proven success as a NASPO ValuePoint Software Value Added Reseller. SHI has had the privilege to work with WSCA/NASPO ValuePoint throughout the term of the current SVAR contract, and our transition to the new contract will be seamless. During the current contract, SHI has partnered closely with WSCA/NASPO ValuePoint and the Participating States. As evidenced by our number of current SVAR Participating Addenda and the total contract spend through SHI, we have helped more customers under the current contract than any other SVAR. In summary, SHI is the most technologically advanced and flexible software reseller and service provider in the industry today. Our success has been realized as a result of continued customer satisfaction and continuous improvement of our systems infrastructure to accommodate the changes in software acquisition, as well as changes in the procurement and acquisition process for our customers. We've grown and evolved along with the Participating States under the current NASPO ValuePoint SVAR contract, and we look forward to continuing that strong partnership under the new agreement term as well. 1.1.2. Provide the following information using the format below. SHI Response: SHI is pleased to provide the responses to sections 1.1.2.1 through 1.1.2.8 within the requested format below. 4 1 P a g e 1.1.2.1. Offeror's full legal name 1.1.2.2, Primary business contact information (name, address, phone number, email address,website) 1.1.2.3, Date Company was established; 1.1.2.4, Location where the Offeror is incorporated 1.1.2.5. Ownership structure (public, partnership, subsidiary, etc.) 1.1.2.6. Office location(s) responsible for performance of contract. Include address, contact information. 1.1.2.7. Organizational chart relevant to Scope of Work of this solicitation. 1.1.2.8, Contact information for the individual who is responsible for any clarifications or discussions regarding the submitted response. Format to be used to re and to Item 1.1.2.1 l hKou h 1.1.2.8 below Required Information Offeror's Response 1.1.2.1. Offeror's full legal name SHI International Corp, -----............ 1 1.2.2 Pnmary business contact SHI International Corp. information (name, address, phone number, 290 Davidson Ave. email address, website) Somerset, NJ 08873 Primary Business Contact for this RFP: Alison Turner Director, Public Sector West 425-974-5997 Alison Turner(a SHI.com www.shi.com 1.1.2.3. Date Company was established With more than 3,000 employees globally, SHI has been in business for 26 years (established in 1989), 1.1.2.4 Location where the Offeror is 290 Davidson Ave. incorporated Somerset, NJ 09973 ..._.... .................. ______ ._. _.,__,__,_,_,_,_,_._,__.__. 1 1.2.5 Ownership structure (public, SHI International Corp. is a privately owned partnership, subsidiary, etc.) Corporation, incorporated in New Jersey 52% owned by Thai Lee 40% owned by KoGuan Leo 8% held in trust .. ..__n_.........._____................... 1.1,2 6. Office location(s) responsible for SHI has sales offices and sales teams across performance of contract. Include address, the country which will actively support this contact information. contract. The location responsible for the performance of the contract is our headquarters location in New Jersey: SHI International Corp. 290 Davidson Ave. Somerset, NJ 08873 Following are contacts from our Sales 5 Page ........................................................... Management team and our Public Sector Contracts team who will be responsible for the performance of the contract: Sales Management Contact: Alison Turner Director, Public Sector West 425-974-5997 Alison Turner@SHI.corn Public Sector Contracts Team Contact: Nick Grappone Public Sector Sales Contract Specialist 732-537-7166 Nick Grappone§SHI.com ................................ 1.1.2.7. Organizational chart relevant to SHI is pleased to provide an organizational Scope of Work of this solicitation. chart; however it would be too small to be legible in this format, so we are including it directly beneath this table. This organizational chart demonstrates the structure for the Field Sales Management and Account Teams that will support each Participating State. There is not sufficient space to include the names of every Account Executive in the organizational chart, but we do provide more details for each region in response to question 1.3. ------------------------------------------ 1.1.2.8. Contact information for the 'kfiscin'Turner individual who is responsible for any Director, Public Sector West clarifications or discussions regarding the 425-974-5997 submitted response. Alison jumer(g§jtI.corn ......------------------------------------------------------ 6 Page kn \ \o \ Ev— 1.2 Key Personnel — Provide the information, using the format below, regarding each Key Personnel for a resultant contract for items 1.2.1 through 1.2.5: 1.2.1 Name; 1.2.2 Position/Title and reporting responsibilities; 1.2.3 Years of industry experience 1.2.4 Years in current position 1.2.5 Proposed role relative to Offered services. Include the functions and tasks for which they will have prime responsibilities. SHI Response: SHI has Key Personnel across the country who have had the privilege of working with Participating States under the current NASPO ValuePoint SVAR contract, and who look forward to supporting the resultant contract. Since we do have many representatives who will play a key role in performance of this contract, we are providing a brief overview of our Public Sector coverage model. Immediately following, SHI is pleased to provide the responses to sections 1.1.2.1 through 1.1.2.8 within the requested format below. To give you an idea of our scope of coverage, SHI is proud to support our Public Sector customers with the following team members who work exclusively with Public Sector. a 88 Field Account Executives supporting State & Local Government and Education • 132 Inside Account Executives supporting Small/Medium Local Government and Education customers 9 94 Inside Account Managers who partner with our Field Account Executives and assist customers with their day to day quoting and ordering needs As you can see, SHI has many representatives who will support the NASPO ValuePoint SVAR contract across the country. Using the requested format, we are supplying information for those Key Personnel who we believe will be most heavily involved in the resultant contract, based upon SHI's past experience with the States that have participated under the SVAR contract and/or have indicated their intent to participate in the next SVAR contract. Again, this is just a representative sample of the SHI team who will be supporting this agreement. Required Information Offeror's Response 1.2.1. Name Denise Verdicchio 1.2.2. Position/Title Senior Director, Public Sector 1.2.3. Years of industry experience 20 years in industry, 20 years with SHI ........._._.._...._. ....................._ 1.2.4. Years in current position 1 1.2.5. Proposed role relative to + Senior Director for SHI's Public Offered services Sector field sales team across the country • Responsible for all SHI Public Sector contracts • Dedicated to excellence and continuous improvement in offerings and customer service 8 Page Required Information Offeror's Response I 1.2.1. Name Alison Turner 1.2.2. Position/Title Director, Public Sector West 1.2.3. Years of industry experience 21 years in industry, 2 years with SHI 1.2.4. Years in current osition 2 1.2..5. Proposed role relative to • Coordinates SHI efforts in Offered services support of the NASPO ValuePoint SVAR contract across the country + Manages the SHI SLED field sales team in the Western US m Maintains strong relationships with NASPO ValuePoint and each Participating State in the West 0 Attends annual NASPO ValuePoint meetings, conducts regular status checks with Participating States, guarantees service under the contract, point of contact for contract questions, etc. Required Information Offeror's Response 1.2.1. Name Amelia Jakubcz k 1.2.2. Position/Title Account Executive, State and Local Government in Arizona and Nevada 1.2.3. Years of industry experience 16 years in industry, 5 years with SHI 1.2.4. Years in current position 5 1.2.6. Proposed role relative to Amelia has been a Field Offered services Account Executive working with the State of Arizona (NASPO ValuePoint SVAR Lead State) and the State of Nevada throughout the current contract term a Amelia has been instrumental in executing under the current agreement, and she has the knowledge, customer and publisher relationships, and desire to make the new contract a success as well 9 Page Required Information Offeror's Response 1.2.1. Name Lvnn Farmer 1.2.2. Position/Title Account Executive, Education in Arizona and State, Local & Education in New Mexico and Wyoming 1.2.3, Years of industry experience 20 years in industry, 4 years with SHI 1.2.4. Years in current position 4 1.2.5. Proposed role relative to Lynn has been a Field Account Offered services Executive working with the State of Arizona (NASPO ValuePoint SVAR Lead State) Education customers, as well as the States of New Mexico and Wyoming, throughout the current SVAR contract term « Lynn's high energy, positive attitude, and customer-focused approach have helped her build long-term customer relationships Required Information Offeror's Response 1.2.1. Name Andrea Keno 1.2.2. Position/Title Account Executive, State and Local Government in Alaska, Hawaii, Montana, Idaho and Washington 1.2.3. Years of industry experience 8 years in industry, 2 years with SHI 1.2.4. Years in current position 2 1.2.5. Proposed role relative to « Andrea is a Field Account Offered services Executive who works closely with the States of Alaska, Hawaii, Montana, and Idaho under each State's SVAR Participating Addendum « Andrea is committed to showing up for her customers, both literally and figuratively. Her customers appreciate her dedication and positive attitude 10 Page Required Information Offeror's Response 1.2.1. Name Brandon Barklev 1.2.2. Position/Title Account Executive, State and Local Government & Education in Oregon 1.2.3. Years of industry experience 9 years in industry, 2 years with SHI ......._.... 1.2.4. Years in current position 2 1.2.5. Proposed role relative to Brandon is a Field Account Offered services Executive who works closely with the State of Oregon under the State's SVAR Participating Addendum • Brandon regularly receives compliments from his customers on his detailed knowledge of software licensing and his excellent customer service Required Information Offeror'sResponse 1.2.1. Name Heather Fritsche 1.2.2. Position/Title Account Executive, State and Local Government & Education in Colorado 1.2.3. Years of industry experience 13 years in industry, 1 year with SHI 1.2.4. Years in current position 1 1.2.5. Proposed role relative to » Heather is a Field Account Offered services Executive who works with State of Colorado entities under the State's current SVAR Participating Addendum • While newer to SHI, Heather brings a great deal of industry experience and has quickly made a strong impact for her customers • Heather's past experience includes managing a software licensing team, and her knowledge of licensing programs and attention to detail are second to none 11 Page Required Information Offeror's Response 1.2.1. Name Dan Pressley 1.2.2. Position/Title Account Executive, State and Local Government & Education in Utah and Education in Nevada, Montana and Idaho 1.2.3. Years of industry experience 11 years in industry, 4 years with SHI 1.2.4, Years in current position 1.2.5. Proposed role relative to Dan is a Field Account Offered services Executive who works closely with the State of Utah, as well as Education accounts in Nevada, Montana and Idaho, under these States' SVAR Participating Addenda Dan is known for his integrity, his hard work, and his desire to understand his customers' missions as thoroughly as possible Required Information Offeror's Response 1.2.1. Name Debbie Bieber 1.2.2. Position/Title ccount Executive, Local Government in Northern California 1.2.3. Years of industry experience 29 years in industry, 23 years with SHI 1.2.4. Years in current position 20 1.2.5. Proposed role relative to Debbie is a Field Account Offered services Executive who supports local government accounts in Northern California under the State's SVAR Participating Addendum + Debbie's long tenure in the industry and with SHI make her a wealth of knowledge for her customers 12 Page Required Information Offeror's Response 1.2.1. Name Guillermo Ortiz 1.2.2. Position/Title Account Executive, Local Government in Southern California 1.2.3. Years of industry experience 10 years in industry, 6 years with SHI _. .................... 1.2.4. Years in current position 1.2.5. Proposed role relative to • Guillermo is a Field Account Offered services Executive who supports local government accounts in Southern California under the State's SVAR Participating Addendum • Guillermo approaches his role with enthusiasm and enjoys helping his customers to craft IT solutions in new and more efficient ways Required Information Offeror's Response 1.2.1. Name Martin Barrett 1.2.2. Position/Title Account Executive, State and Local Government in Connecticut 1.2.3. Years of industry experience 17 years in industry, 1 year with SHI 1.2.4. Years in current position 1 1.2.5. Proposed role relative to • Martin is a Field Account Offered services Executive who works closely with the State of Connecticut under the State's SVAR Participating Addendum • Martin combines his knowledge of products and programs with his passion for making his customers' lives easier 13 Page Required Information Offeror's Response 1.2.1. Name Kevin Farrell 1.2.2. Position/Title Account Executive, State and Local Government & Education in North Dakota and South Dakota 1.2.3. Years of industry experience 20 years of industry experience, 16 years with SHI 1.2.4. Years in current position 16 1.2.5. Proposed role relative to « Kevin is a Field Account Offered services Executive who supports the states of North Dakota and South Dakota under their SVAR Participating Addenda • Kevin has a great deal of tenure in the industry and in working with public sector customers Required Information Offeror's Response 1.2.1. Name David Rounds 1.2.2. Position/Title Account Executive / Regional Manager for MOKA — Missouri, Oklahoma, Kansas & Arkansas 1.2.3. Years of industry experience 17 years in industry, all with SHI 1.2.4. Years in current position 3+ _........_ _._._. .. _ ......__ ....... 1.2.5. Proposed role relative to « David personally supports, and Offered services manages a team who help support, the MOKA states under their current SVAR Participating Addenda David's 17+ years in various roles for SHI provide him with the background and knowledge to get things done right for his customers « David is known for his responsiveness and positive attitude 14 Page Re uired Information Offeror's Response 1.2.1. Name Yara Ismail 1.2.2. Position/Title Senior Inside Sales Manager, Public Sector 1.2.3. Years of industry experience 11 years in industry, with SHI this entire time 1.2.4. Years in current osition 6 1.2.5. Proposed role relative to V Senior Inside Sales Manager Offered services for SHI's Public Sector inside sales team across the country • All regional Public Sector Inside Sales Managers and their teams report up to Yara • Point of escalation for customers and Public Sector Directors to address urgent matters g Sets new initiatives for Inside Sales while maintaining World Class Support for Public Sector customers 1.2.6 In addition, provide a brief resume which contains education/credentials/certifications/ employment. SHI Response: SHI is pleased to provide resumes for each of the Key Personnel referenced above. As mentioned previously, SHI has Key Personnel across the country, and in many types of roles, who look forward to supporting the resultant contract. The resumes which follow represent just a sample of these Key Personnel, based upon SHI's past experience with the States that have participated actively under the current SVAR contract and/or have indicated their intent to participate in the next SVAR contract. 151 Page Denise Verdicchio 908.884.1389 202 Gregory Lane denise_verdicchio@SHI.com Branchburg, NJ 08876 Senior sales (Professional / Account Manager Offering 20 years of experience and achievement in the sale of IT software, hardware, and professional services to diverse business, healthcare, and government entities. ■ Top sales performer with remarkable talent for connecting with customers, influencing key decision makers, and matching buyer needs with the right products to ensure ongoing satisfaction and repeat business. ■ Assertive and resolute in pursuing opportunities, closing deals, resolving issues, and collaborating with vendors and other partners on seamless, timely implementation of world-class solutions. ■ Knowledgeable and articulate in interfacing with clients and in delivering high-impact presentations that drive audiences to desired action. Accustomed to communicating with CEOs, CIOs, CTOs and other senior staff. • Inspirational, empowering leader able to guide sales teams to unprecedented results; exceptionally organized in multitasking, keeping accounts up to date, and giving proper attention to multiple, concurrent deals. ■ Passionate, enthusiastic, and hardworking. Driven each day to advance company goals, grow market share, surpass revenue targets, and boost bottom line profits while consistently exceeding client expectations. • 7-time President's Club recipient, 3-time Chairwoman's Club designation, and Bali Award winner. Career History SHI INTERNATIONAL, Somerset, NJ, 1995 to Present in a series of increasingly responsible roles, develop new business, exceed sales targets, and provide outstanding service to customers of this$0 global provider of innovative IT products and services. Senior Director Public Sector, 7/1/2015-Present SENIOR SALES EXECUTIVE WITH 20 YEAR ACCOMPLISHED CAREER KNOWN FOR DELIVERING AND SUSTAINING REVENUE AND PROFIT GAINS WITHIN HIGHLY COMPETITIVE MARKET. LEAD $1.3B BUSINESS UNIT INCLUDING TEAM OF 6 REGIONAL DIRECTORS AND 100 ACCOUNT EXECUTIVES IN ALL ASPECTS OF SALES, SERVICE, BUSINESS DEVELOPMENT,ACCOUNT MANAGEMENT, SOLUTIONS IMPLEMENTATION,AND ISSUE RESOLUTION ACROSS NORTH AMERICA. COLLABORATIVE LEADERSHIP STYLE INCLUDING ONGOING PERSONALIZED COACHING TO OTHER TEAM MEMBERS,OPEN INFORMATION SHARING,AND NURTURING CULTURE RESULTING IN CREATIVE AND INNOVATIVE ENVIRONMENT. EXCEPTIONAL COMMUNICATOR WITH CONSULTATIVE SALES STYLE, STRONG NEGOTIATION SKILLS, EXCEPTIONAL, EXCEPTIONAL PROBLEM SOLVING ABILITIES, AND A KEEN CLIENT NEEDS ASSESSMENT APTITUDE. • SKILLED IN SENIOR-LEVEL PRESENTATIONS, NEGOTIATIONS, AND RELATIONSHIP BUILDING • MAINTAIN KNOWLEDGE AND EXPERTISE OF TECHNOLOGIES INCLUDING END USER COMPUTING, DATACENTER, AND SECURITY a DEVELOP AND IMPLEMENT SHORT AND LONG TERM SALES AND BUSINESS PLANS PROVIDE LEADERSHIP AND INNOVATION IN KEY ACCOUNT DEVELOPMENT AND MANAGEMENT • ACKNOWLEDGED FOR EXCEPTIONAL STAFF DEVELOPMENT, MOTIVATION,AND TEAM BUILDING 161Fage Director— East Region SLED, 8/2013 to 6/30/2015 Lead team of 17 Account Executives in all aspects of sales, service, business development, account management, solutions implementation, and issue resolution for 8-state territory, SHI's largest region representing over $200M in annual revenue. Oversee daily operations in assisting customers with software and hardware procurement and implementation, system configuration, data center optimization, cloud computing, IT asset management, and various other computing solutions—ultimately helping clients maximize their IT investments and run successful businesses. Aggressively pursue new business through cold calling and other strategies. Travel extensively to client sites to provide in-person client support or drive new business opportunities. Partner with IT vendors and strategic partners on solutions implementation and in planning strategies to increase business. • Excel in delivery of informative, insightful sales presentations to CEOs, CIOs, CTOs, CFOs, and other IT and procurement staff to update on current business and / or explain what SHI can do for them. • Consistently demonstrate tremendous organization in keeping accounts current, overseeing all deals from 12 Account Executives, and responding to up to 400 customer emails daily. • Motivate teams each day to work to their full potential. Provide ongoing coaching and support. • Promoted to Director after highly successful tenure as Account Executive. SHI INTERNATIONAL, Somerset, NJ Account Executive— NJ State and Local Government, 2010 to Present Develop new business, service customer needs, and oversee daily account management for public sector clients in NJ State and Local Government. Interface daily with customers in providing information, resolving issues, communicating SHI offerings, and enabling them to secure quotes through their own procurement systems. Negotiate deals, support customer contracts, and deliver sales presentations. Onboard new vendors, enabling them to procure software on the NJ state contract. Collaborate with vendors on delivery of comprehensive IT solutions. • Grew this new line of business from $0 to $40M in three years, establishing all new clients--including 19 NJ counties, more than 100 individual townships, and all state agencies. Delivered more than $211 in cost savings to clients through successful price negotiations with vendors. • Regularly exceed quarterly/ annual sales targets. SHI INTERNATIONAL, Somerset, NJ Account Executive— North Carolina Commercial Accounts, 1998 to 2010 Orchestrated customized, total IT solutions for Duke Energy (30K employees), SAS Institute, Wake Forest University, and other commercial accounts throughout North Carolina. Aggressively pursued and developed new business through cold calling, networking, and other forms of outreach. • Fostered and fortified strong, mutually beneficial relationships with Microsoft, Adobe, Symantec, McAfee, HP, VMware, Amazon Web Service, EMC, Lenovo, and other strategic partners. • Demonstrated tremendous energy and unyielding commitment to being in front of customers as often as possible to create and expand relationships. — Earlier SHI experience as Human Resources Assistant (1997 to 1998), hiring employees to all SHI divisions; and as Inside Account Manager (1995 to 1997), answering customer calls, quoting product, placing orders, and providing support to North Carolina accounts. — Education Bachelor of Arts Degree in Psychology and Sociology RUTGERS COLLEGE, New Brunswick, NJ Double Major;Honor's Graduate Professional Development: Microsoft Sales Professional Certification • VMWare Sales Specialist • McAFee Certified Sales Professional 171Page Alison Turner 6535 102n0 Place NE 425-974-5997 Kirkland,WA 98033 alison—turner@shi.com Sales Leadership •Collaboration •Customer Focus Technology sales leader with 20+ years of experience with Public Sector customers. Enjoy leading a team to establish long- term customer relationships and exceed customer expectations. EMPLOYMENT OVERVIEW Director West Region, State & Local Government and Education September 2013-Present SHI, Seattle WA Manage a team of field-based Account Executives working with Public Sector accounts in SHI's West Region. Work closely with team, customers, and partners to craft and deliver custom IT solutions for all aspects of customers' environments, from software and hardware procurement to IT asset management and cloud computing Coordinate resources within SHI and key partners to grow and maintain mutually beneficial customer relationships. Senior Licensing Sales Specialist October 2011 —September 2013 Microsoft, Seattle WA Entrusted to drive complex software licensing solutions for key Academic customers in the Western U.S. to increase account penetration and exceed sales commitments in excess of$90 million annually. Engaged with senior management, business unit management, product groups, finance and operations to design strategic approaches to accounts, and followed through with partners and customers to ensure successful implementation. Led special project on behalf of all Public Sector to close critical deals on time at end of each Half. Senior Regional Sales Manager, Software, Major Public Accounts Dell, Seattle WA November 2007—October 2011 Managed team of sales professionals responsible for software and related solution sales into Major Public Accounts (state, local and education customers) across the country, representing over$600 million annual revenue. Recruited, coached, evaluated, rewarded, and managed staff of up to 15 field Account Executives. Coordinated software proposals, including writing proposal content, which resulted in Dell statewide software contracts in 36 states and numerous additional purchasing agreements. Proactively aligned efforts with other departments within Dell, including core (hardware) sales teams, software inside sales teams, contracts, proposals, legal, finance, and marketing, as well as with external partners, Trusted advisor for state government and education IT and procurement initiatives. Exceeded revenue goals each year in the position. Director, State & Local Government and Education ASAP Software, Seattle WA May 2007— November 2007 And formerly National Manager, State& Local Government and Education ASAP Software, Seattle WA April 2001 —May 2007 Responsible for segment of the company's business generating over$100 million annual revenue. Developed and maintained strong key customer relationships, helped state and local government and education customers develop Rl to determine suppliers, and acted as Project Manager for major software proposals, including writing the proposal content. Managed a team of up to 15 field sales professionals, successfully led this team through organizational change following the acquisition of ASAP Software by Dell, and maintained strong team loyalty and retention during this time Also led efforts to acclimate customers to the changes following the acquisition and maintained strong customer loyalty and retention throughout changes in internal processes. Senior Account Executive, State & Local Government and Education ASAP Software, Seattle WA September 1999 —March 2001 Field sales representative responsible for all state and local government and academic software sales in a 23-state region, Surpassed revenue goals in excess of$25 million per year. Regularly met with key customers and prospects and developed long-standing relationships with lasting impact 181Page Inside Sales Manager, State & Local Government and Education ASAP Software, Buffalo Grove IL November 1997—August 1999 Managed a team of 13 Inside Account Managers, Instrumental in identifying, winning, implementing and supporting long- term statewide software contracts and other purchasing agreements. Developed and implemented operational processes to support customers' needs, and trained sales representatives and managers on these operations. Senior Inside Sales Representative ASAP Software, Buffalo Grove IL August 1996—October 1997 And formerly Inside Sales Representative ASAP Software, Buffalo Grove IL July 1994—July 1996 Responsible for all government sales(federal, state, local and academic) in a 4-state territory. Won, implemented and personally managed new software Volume Licensing Agreements for major customers including State of Illinois, State of Indiana, and Wright-Patterson Air Force Base. EDUCATION AND CERTIFICATIONS Masters of Business Administration Marketing Concentration, Washington University, St. Louis MO Ranked in top 10% of class May 1993 Bachelor of Arts Marketing Major, Kansas State University, Manhattan KS Graduated Summa Cum Laude, GPA 3.98/4.0 May 1991 Microsoft Certified Professional June 2011 ' C E R T IF I E D Technology { Volume Licensing Speci4st,IMge Orgen,ntlons Specialist RECOGNITION AND AWARDS SHI Chairman Club Achieved Chairman Club Award, 2015. Microsoft Circle of Excellence Recognized for pursuit of excellence with Microsoft's Gold Club Award 2013, Dell Rewards& Recognition Program Q2 FY11 Silver Award recipient, for outstanding achievement which positively affects the Business Unit's Fiscal Year Initiatives. ASAP Software President's Club Achieved President's Club Award, ASAP Software's highest sales recognition, in: 1995, 1996, 1997, 1998, 1999, 2000, 2001, 2002, 2004, 2005, 2006 and 2007. 191Page AMELIA G. JAKUBCZYK PROFESSIONAL EXPERIENCE SHI International, Corp. Denver, CO 2009 to Present Public Sector Account Executive 2010 - Present • Responsible for maintaining the WSCA SVAR Contract in Arizona and Nevada for State Local Government. • Work with internal team to create proposals and quotes. • Build and maintain customer relationships at all levels within the organization. • Act as an advisor for customers to determine the best value for their needs. Services Executive, West Region 2009 - 2010 SHI is a privately held reseller providing Software, Hardware and Integration to customers across the U.S., Asia-Pac, Western Europe, UK and Canada. • Conducted road shows and service presentations to all levels of management. • Participated in a multitude of Vendor Webinars and Seminars. Acted as liaison between technical resources and business users. • Responsible for supporting Small Medium Businesses as well as Enterprise Sales Account teams by creating and substantially increasing IT services business for existing and new accounts. • Developed and managed many successful vendor and distributor channel relationships. • Managed multiple projects from start to finish, including weekly status calls with partners and customers. TEKsystems, Inc. Westminster, CO 2004 to 2009 Senior Technical Recruiter TEKsystems is the largest staffing and services provider in the nation with over 90 offices across the U.S. and several offices in Canada and United Kingdom. • Managed contract employees while on assignment. Assessed and investigated contractor related problems, and administer performance counseling, coaching, and disciplinary measures when necessary. • Built and maintained long-term relationships with consultants in order to place in future engagements. • Sponsored and attended Denver/Boulder Java User Groups to network and learn about new industry trends. • Coordinated consultant events ranging in size of 5-250. Primary contact for summer event, holiday party and consultant appreciation events throughout the year. Corporate Trainer Facilitated week long course to train and teach newly hired recruiters how to do their jobs more effectively. Courses include: Company History, Process, Tools and Day to Day operating rhythm. Natural Data Denver, CO 2003 to 2004 Account Manager/Recruiter Natural Data, Inc. is a staffing firm specializing in meeting the needs of small, medium and Fortune 1000 companies. ConsultNet Denver, CO 1999 to 2003 Technical Recruiter Account Manager ConsultNet is an IT staffing company in the Denver area. The company has 5 locations in various states. EDUCATION Et ACTIVITIES Community College of Denver Denver, CO 1998 Affiliations- Sponsor and member of Denver Java User Group, Boulder Java User Group Professional Development- Shapiro Negotiations Institute - The Power of Nice,Train the Trainer, Emily Griffith Real Estate Broker Program (Associate Broker, inactive), Barry Rhein Et Associates - Selling through Curiosity VMware VSP (VMware Sales Professional) Certified 2009/2014 McAfee Sales Professional Certified 2010 Professional references provided upon request. 201Page LYNN FARMER 7807 N.4`h Place • Phoenix,AZ 85020 • 602.692.6261 • Lynn FarmerAZ@gmail.com Account Executive ➢ Skilled at all levels of the Consultative/Solution Selling process; strong in building rapport and long-term relationships with customers. ➢ Experienced hunter with the proven ability to build/grow a territory, penetrate new customers and build market share. Track record of creating award-winning territories. ➢ Proven ability cultivating and maintaining long-term client relationships to grow revenue. ➢ Highly effective time manager with excellent organizational and follow-through abilities. ➢ Well-developed persuasive and communication skills; able to interact with individuals at all levels. Qualification Hiahliphts • Territory Management • Experienced with Channel Partner • Consultative Solution Selling • Business Development • Account Management • Time & Resource Management PROFIEtSIONALEXPERIENCIE Account Executive 1012011 — Present SHI International + Phoenix,AZ State, Local, and Education • Responsible for developing relationships with new and existing customers in State, Local, and Educational markets in Arizona, New Mexico and Wyoming. Primary responsibilities are selling Software and Hardware solutions. Working with C Level Management and Technology Directors. Senior Account Executive 11/2007 — 10/2011 Dell Inc. 4 Phoenix, AZ State, Local and Education Responsible for developing and maintaining relationships with new and existing customers in State, Local, and Educational markets across Arizona, New Mexico, Nevada, and Colorado. Account Executive 812001 — 11/2007 ASAP Software -4> Phoenix, AZ State, Local, Education and Healthcare Responsible for developing and maintaining relationships with new and existing customers in State, Local, Educational and Healthcare markets across Arizona, New Mexico, Nevada, Colorado and Utah. Account Executive 11/1999 — 712001 WareForce Inc. + Phoenix, AZ State, Local, Education and Healthcare 21IPage Recruited by customer. Employer hired me to build and expand the Arizona market selling a broad portfolio of hardware and software products. Called on senior-level decision makers including CIO's, IT Directors, and IT Managers. Account Executive 1/1995— 11/1999 MicroAge + Phoenix, AZ State, Local, and Education • Cultivated and established long-term relationships with CIO's, IT Managers, and purchasing agents throughout the State of Arizona. Marketed and sold hardware and software products to government and education accounts. Account Executive 5/1988— 1/1995 Franklin Covey (formerly Time Systems, Inc.) -0- Phoenix, AZ Sold a wide variety of time management solutions to business accounts located in Arizona and California. EDUCATION/TRAINING d CERTIFICATONS Glendale Community College,Glendale,AZ AA Degree in Applied Science, Banking, and Finance Dale Carnegie Sales Training*Certified Software Manager* Microsoft Solution Selling*SalesForce.com 22IPage Andrea K. Keno i�D 4344 South Craftsman Court, Spokane, Washington 99223 9 208.660.2715 VE7 akkeno@gmaii.com Solution Sales Specialist•Account Exarctaive ♦ Contract Manager ♦ Customer Relations Manager Goal-driven, well-disciplined, and self motivated professional with proven ability to effectively handle various tasks and responsibilities. Expert at managing and maintaining sales accounts, and multimillion-dollar contracts as well as providing exceptional customer service and public relations. Known for exceptional work ethic and great multitasking aptitudes;highly adept at working independently or as part of a team. Equipped with well-honed communication and interpersonal skills,with the ability to work with all levels of individuals. GOVERNMENT SOLUTION SALES ACCOUNT EXECUTIVE-(Washington, Idaho, Montana,Alaska,and Hawaii) SHI International Corp. •Spokane,WA Nov 2013-Current ♦ Representing one of the leading International Large Account Technology Reselters as the Regional Government Solution Sales Account Executive and Business Development Manager for over 250 customers across 5 states. ♦ Assist customers to meet their business strategies and government initiatives by assessing and adopting comprehensive technology solutions compiled from a variety of manufacturer partnerships and a managed portfolio of 200,000 vendors and integrators. ♦ Facilitate, negotiate, and manage multi-segmented statewide reseller contracts encompassing of hundreds of smaller underlying contracts for state and local entities,resulting in multimillion dollar business opportunities. Key Highlight., Prospecting to build new territories as well as expand opportunities within existing client database resulting in unprecedented growth numbers for the region. MICROSOFT LICENSING SPECIALIST(West Region) Sogeti(Working as a Microsoft Contractor) •Spokane,WA Nov 2012-June 2013 ♦ Drove new Microsoft business by negotiating and developing customized annuity plans and pricing proposals, as well as drafted and executed deal specific contract documents. ♦ Managed and grew existing Microsoft contracts within a client base consisting of cities, counties, municipalities, and public hospitals by collaborating with territory account managers,strategic engagement managers, and industry partners. Key llighlight:. Microsoft Licensing Sales Specialist and primary contact responsible for providing subject matter expertise relative to program specific contract guidance,product education, and licensing consultation to clients,resellers, and sales teams. SOFTWARE SALES ACCOUNT EXECUTIVE(Washington, Idaho,Montana,North Dakota, South Dakota, Wyorning,and Nevada) Dell Inc. -Spokane,WA 2007-2012 ♦ Rendered consultative assistance to new and existing public clients comprised of state departments,large counties, and higher education institutions as a computer software consultant and large account reseller (LAR) across 7 states and 350 to 400 customer accounts. ♦ Gained sales and marketing skills by actively engaging in promotional activities such as tradeshows and industry conventions;organizing and facilitating consumer seminars and presentations. 231Page ♦ Developed a wide-ranging cost analysis and sales proposals to share knowledge and provide recommendations to customers on software products and licensing programs appropriate to their specific needs and assist them with adoption, deployment, and application of software solutions. ♦ Established a reputation of integrity, knowledge, and accountability to attract and preserve loyal clients while acting as their software solutions provider with a portfolio of over 2000 software publishers ♦ Generated accurate sales forecasts on weekly, monthly, and quarterly basis, while also consistently finishing within the top percentile of quota achievement. Key fl#Xhlighkr Received Dell Bronze Award for exceeding job requirements in 2011. BACHELOR OF ARTS IN PSYCHOLOGY,MINOR IN BUSINESS ADMINISTRATION:2005 Western Washington University(WWU) • Bellingham, WA 24f Page Brandon Barkley 2180 Tuscana Ave S Salem, OR 97306 503.510,4813 tyranclor la rklgy.o(7sl i,.com Experienced technology sales professional with a long history of building relationships with and exceeding the expectations of both customers and partners alike. PROFESSIONAL PROFILE: • Self-motivated, results-oriented professional with strong problem solving skills • Proven record of consistent success in exceeding sales targets • Experienced in cultivating strong relationships with clients, business partners, and team members • Strong interpersonal, leadership, and organizational skills • Excellent verbal and written communication skills PROFESSIONAL EXPERIENCE: Jan 2014 to Current SHI International Corp—Salem,OR Account Executive, Public Sector Responsibilities Include: • Engaging with both existing and prospective customers to create and maintain a position as a trusted advisor and partner • Providing consultation and guidance to customers regarding their IT needs and helping to design and procure solutions to fulfill them • Developing valued relationships with publishers to become their trusted channel partners while also ensuring best value, pricing, and support for customers • Building up SHI market share by championing the expertise, knowledge, and value-add that the company and account team provide over the competition • Navigate internal departments and processes to ensure that customers receive best in class service • Visiting with customers both over the phone and in the field to advocate SHI's commitment to their success and our partnership • Continuously refreshing product and industry knowledge in order to best serve the customers' needs • Understanding and managing volume licensing and accompanying agreements, particularly in relation to Microsoft, and being able to make the information more digestible for customers • Working with partners and internal resources on the development of solutions to propose in response to client RFI, RFP, RFO, and project bids • Working with inside sales teams to develop leads into viable customer solutions Feb 2013 to Dec 2013 Dell -Buffalo Grove, IL Microsoft Licensing Specialist Responsibilities Include: • Engaging closely with customers and Microsoft representatives to effectively and efficiently manage all aspects of 230+ Enterprise Agreements held with State and Local government customers within a geographic territory • Managing all licensing and agreements in Microsoft Volume Licensing for several Federal government agencies • Thorough understanding of Microsoft licensing and agreements in the public space with an ability to effectively relate the information to clients Develop and deliver training on Microsoft volume licensing to sales teams both on the floor and in scheduled presentations • Working with the development and delivery of written proposals in response to client RFI, RFP, Rl and project bids • Working with inside sales teams to develop leads into a new and actionable EA opportunities • Retaining existing customers and capturing new ones by building relationships and reputation within a geographic territory 251Page • Received the highest possible performance review rating for a fifth straight year Apr 2006 to Feb 2013 Dell- Buffalo Grove, IL Inside Product Specialist Responsibilities Include: • Attaining 125% of a $37M sales goal through the business-to-Government and channel sales of software applications and services while increasing territory sales by 5.5% year over year • Managing and maintaining over 300 Government Agencies within a geographic territory • Thorough understanding of various publishers' products, licensing, and agreements in the public space with an ability to effectively relate the information to clients • Working closely with customers and publisher representatives to effectively and efficiently manage all aspects of the customer's software environment • Managing Client-Vendor relationships to increase client productivity and improve ROI • Working with the development and delivery of written proposals in response to client RFI, RFP, RFO, and project bids + Driving sales through the development of strong relationships with IT Staff and purchasers • Managing the requirements to deliver overall solutions based on client specifications and software upgrade plans • Expanding current business through relationship building and competitive positioning within the industry • Received MPA Rep of the Year, West Coast, for FYI and MPA Rep of the Half, West Coast, for H1 FY12 PROFESSIONAL EXPERIENCE: Responsibilities from jobs held between 1999 and 2006 provided for a solid foundation on which my career could be built by providing continued experience and development in leadership, customer relations, sales, time management, and organizational skills. Sep 2004 to Apr 2006 Fifth Third Bank- Barrington, IL Lead Teller Mar 2001 to Oct 2004 Blockbuster Video- Barrington, IL Shift Leader Feb 1999 to Feb 2002 Kerasotes Theatres— Lake in the Hills, IL Shift Leader EDUCATION: Dec 2005 McHenry County College—Crystal Lake, IL A.A. in Arts, English 26IPage HEATHER FRITSCHE 60 Four T Ranch Road, Georgetown,TX 78633 0 (719)645-99510 heather.fritsche@yahoo.com ACCOUNT EXECUTIVE Software Licensing Expert I Public Contracts Specialist I Certified Solution Sales Professional Seasoned account executive with proven track record for success in the public sector. Extensive expertise in client needs analysis with consultative approach to software, IT hardware and services sales. Confident presenter, negotiator, and educator able to establish strong relationships with customer and strategic partners as a trusted advisor. Microsoft Certified Professional. Available for travel. Core Competencies include: • Business Development& Expansion • Multi-contract management • Sales Team Building & Leadership • Key Account Relationship Management • New Product Technology Launches • Executive Negotiations & Presentations • Develop Professional Alliances & Partnerships * Positive Attitude & Personally motivated PROFESSIONAL EXPERIENCE SOLUTIONS ACCOUNT EXECUTIVE for PUBLIC SECTOR COLORADO I FEB 2015—PRESENT SHI INTL, DENVER,CO Trusted advisor to SHI Public Sector customers in Colorado on software products and volume licensing programs as well as hardware solutions and state contracts. Actively partner with manufacturers to support client needs and maintain product knowledge;focus on educating clients on the latest technologies to help them achieve project goals. INSIDE SALES MANAGER for SOFTWARE LICENSING SPECIALISTS I AUG 2012—JAN 2015 1 DELL, ROUND ROCK,TX Managed a team of Microsoft Software Licensing Specialists with customers in State and Local, Education, and Healthcare Life Sciences segments and then Technical Software Representatives supporting Enterprise customers. Worked with internal and external sales teams to creatively grow current or contracted business, strategically grow business with non-contracted customers, and proactively manage renewals. Partnered with Microsoft team & other publisher teams to promote key products and services to educate our internal teams on licensing options and our customers on new products. Maintained fluid contracts datasheet for public contracts held by Dell.Trained various teams on Microsoft programs, products licensing,state contracts, internal processes at both Dell & Microsoft. Most recent sales attainments: Q3FY14 119%, Q2FY14116% SOFTWARE ACCOUNT EXECUTIVE for PUBLIC SECTOR I DEC 2006—AUG 2012 1 DELL,SAN DIEGO,CA Aggressively sought new opportunities to grow business by being a trusted advisor and partner to customers and publishers for $90M territory. Successfully sold into state, local and education customers by being preferred reseller for third party software publishers like Microsoft,Adobe, VMWare, Symantec, and many others. Conducted face to face, consultative meetings to keep customer informed about software volume license programs and contracts, with a focus on helping customers implement cost effective and innovative IT solutions. Created numerous efficiencies to manage opportunities, sales objectives, and busy travel schedule through use of Salesforce.com, Outlook, One Note, and other proprietary applications.Assembled and responded to RFP/Bids for new or renewal software business. 271Page GOVERNMENT INSIDE SALES SOFTWARE SPECIALIST I JUN 2002—AUG 2005 1 ASAP SOFTWARE, BUFFALO GROVE, IL Accomplished inside sales account manager for state, local, &educations customers in a number of different states. High volume territories required extreme attention to detail, ability to multi task, organization, and independent decision making. Regularly increased sales in established territory year over year by building customer relationships, prospecting, and cross-selling complimentary solutions. Continually recognized by customers and publishers for outstanding customer service and knowledge of products/services. Daily use of MS Office, Lotus Notes, Saleslogix, internet, and reporting tools.Created curriculum&taught course for Effective Business Communication as ASAP University Instructor. Obtained industry specific certifications with Microsoft, Novell, CA and Adobe. Lead or was involved with independent projects: bids, product promotions, and customer call campaigns. AWARDS& RECOGNITION • "Software AE of the Half' H1 FY2012(Feb 2011—July 2011): Exceed sales goals by achieving 154%of revenue goal and 112% of margin goal which blended to a 138%quota attainment. • Microsoft Public LAR Award for FY2013: Personally recognized by MS for exceeding goals and KPI's for the year. PROFESSIONAL CERTIFICATIONS: Microsoft Certified Professional (MCP) May 2012 281Page I are Pressley Account Executive - SHI Public Sector / Education / Government >m 299 W. 1100 S. Lehi, UT 84043 ed ressle maaLcom - (801) 735-2055 Dan Pressley is a full-time dedicated Account Rep for education in MT, ID, UT, and NV (as well as government for UT). He has been with SHI for over 4 years (2011-2015) supporting large and small education and government accounts (K12-High Ed, SLG). He is familiar with the particular needs of academic and government institutions, and understands how to effectively deliver their specific requirements. Dan has successful experience setting up and delivering statewide consortium licensing and is able to provide customer references accordingly. Dan has extensive experience successfully managing WSCA- NASPO business. Prior to joining SHI in April 2011, Dan worked for other software publishers including Novell Inc. (2004-2008), Infor Global Solutions (2008-2010), and Access Technology Solutions (2010-2011) providing sales, customer service, and licensing support. Dan has an aggregate of 20 years of customer service experience, and 15 years of sales experience. Dan holds a bachelor's degree from Utah State University cum laude (graduated 2006). Dan resides in Lehi, Utah, with his wife and four daughters and is an avid outdoorsman. Account Executive — Territory Management -- Technology Sales 8 time winner of Presidents Club / Circle of Excellence / Chairman's Club Award for quota retirement. Proactive, driven self-starter with demonstrated experience finding and closing key deals. Proven ability to cultivate and maintain successful relationships with decision makers. Resourceful team player collaboratively finds ways to overcome obstacles to make a deal. Expertise includes: Account Management Channel Partnership Negotiation/Objection Resolution Customer Satisfaction Forecast Accuracy Solution Sales Methodology Sales Cycle Management Order Processing Internal Application Competence Contract Negotiation Prospecting Presentations Professional Experience SHI (Software House International), Somerset NJ, www.shi.com Account Executive, State/Local/Education for software provider, 04/2011 to Present • Managed 4 state territory, responsible for SLED with a multi-million dollar book of business. Uncovered and closed opportunities for software, hardware, and services by working with c-level management contacts and exclusively managing all deals through the entire sales cycle. Transformed the area by displacing competitors and consolidating virtually every possible account onto SHI. Cultivated an excellent reputation in the area and excellent critical mass of business volume by strategically differentiating in a highly competitive commodity sales environment. o 100+% attainment 2011. Presidents Club qualifier. Added —$3.2M in net new business revenue and —$215K in net new GM. o 100+% attainment 2012. Presidents Club qualifier. Added —$2.9M in net new business revenue and —$200K in net new GM. o 100+% attainment 2013. Added —$2.8M in net new business revenue and —$160K in net new GM. 291Page Access Technology Solutions,. Provo UT www coroorateaccessts.com Account Executive, K12 and Higher Ed for software provider, 06/2010 to 04/2011 • New business exclusively, sold into C-Level commercial SMB mid-market accounts INFOR INC South Jordan UT www.infor.com Direct Account Manager, Named Accounts for software provider, 08/2008 to 06/2010 Solely responsible for up-sell / cross-sell business among named accounts and former customers. Created business value by uncovering customer pains and proposing solutions to solve business problems. Quarter-backed RFP's, coordinated technical consultants, and performing detailed analysis for customers to provide technical/financial justification for acquisition spend. o 117% attainment 2009 during industry downturn (Top 20 sales reps company-wide). NOVELL INC., Provo UT" www novefR com Inside Sales Representative, Named Accounts for software provider, 06/2004 to 06/2008 • Managed new business and renewal business for STLG accounts in 9 states often without outside field help. Responsible for account development, customer satisfaction, channel satisfaction, channel partnerships, and support relationships. 0 101% attainment 2008 (top 10% of sales organization). Presidents Club qualifier. 0 108% attainment 2009 (top 10% of sales organization). Presidents Club qualifier. 0 114% attainment 2010 (top 10% of sales organization). Presidents Club qualifier. 0 103% attainment 2011 (top 10% of sales organization). Presidents Club qualifier. Education UTAH STATE UNIVERSITY, Logan, UT BS, Cum Laude in Business, August 2006 3.5 Cumulative GPA Dean's List 4.0 GPA (2000, 2004) Professional Awards • SHI Presidents Club 2011, 2012 . Infor President's Club (COE) 2009 • Infor Sales Rep of the Quarter 2010 . Novell Employee of the Month 2006, 2007 • Novell Breakaway Award 2007, 2008 . Novell RACE Award 2006 • Novell President's Club 2005, 2006, 2007, 2008 301Page DEBBIE BIEBER 5819 Chambertin Drive San Jose, CA 95118 Phone: 408-232-0855 Fax: 408-232-0856 E-Mail: debbie—bieber@shi.com Experience 1995—Present SHI International Corp. Somerset,NJ Account Executive • Responsible for developing and maintaining a government accounts in Northern California. • Selling computer software, hardware, and related services. 1993-1995 SHI International Corp. Somerset, NJ Inside Sales Rep/Regional Office Manager • Provided sales support to the Hewlett Packard account. • Managed same day delivery program of software and peripherals. • Responsible for other inside sales reps and support personnel in the regional office. 1989-1993 IBM Corporation San Jose, CA Purchasing Expediter • Liaison between IBM and outside vendors for order status inquiries. • Support work for buyers and requestors. 1986-1989 IBM Corporation San Jose, CA Stockroom Attendant • Responsible for maintaining stock of parts and assisting users. • Administrative support and data entry. Education 1990-1993 San Jose State University San Jose, CA • M.S. Clinical Psychology. 1986-1990 Santa Clara University Santa Clara, CA • B.S. Psychology. Interests Ballet, gardening, cooking. 31IPage G STILLER O OR T"IZ PROFESSIONAL SUMMARY Accomplished Technology sales professional with a proven track record of solving complex business problems,leading to successful stints in both inside and field based positions.History of positive collaboration with colleagues, partners,and clients. Experience 2oog-present SHI International Corporation San Diego, CA Account Executive SHI is a global provider of Information Technology product and services.Account Executives are charged with the growth and development of assigned territory through all forms of sales activity • Manage major government entities in Southern California including Orange County,Los Angeles County and San Diego County • Identify and Build relationships with all levels of customer personnel from purchaser to management/C level • Engage with customers to uncover strategic business initiatives and collaborate with them to help achieve goals • Develop business relationships by understanding customer challenges, recommending solutions and delivering on customer expectations. • Manage licensing contracts,renewals,and overall business for 50+buying customers 2005-2008 Softchoicc Corporation Chicago,IL Inside Sales Account Manager Softchoice is a provider of Information Technology product and services.Inside Account Managers are tasked with managing the day to day relationship with customer base. • Manage daily responsibilities including generating proposals, answering customer questions, introducing solutions,and developing new business Work with Field based reps to propose appropriate solutions to meet customer needs Supported three field based reps • Appointed Team Lead of Government inside sales team in 2007. Responsibilities included providing coaching to new team members,and management of forecasts/metrics in partnership with management Education 1998-2002 University of Iowa Iowa City,IA • B.A.Economics • Minors in Marketing and Sociology Relevant Skills Contract Negotiation/Account Management/Relationship Based Selling/Account Development/Solution Selling GMOi98o@YAHOO.00M 32IPage 450 J ST. n5oi1 • SAN DIEGO,CA 9210 • 619-446-81oo Martin Barrett 202 Graham Street, Stratford, CT 06615 barrettsisus@vahoo.com 1 203-394-3264 ------- _...., ............. Key Account Development & Strategic Sales & Customer Development Management _ Territory Planning & Retention Entrepreneur: Owner/Operator of Logistical Coordination & Contract Negotiation BarrettFam Creations Control History of Success - Work History: SHI Somerset, NJ Dates: 1/2015— Present Position: Account Executive • Support and grow customer base within assigned territory • Provide consultation to customers regarding their IT solution needs • Work with state agencies in promoting SHI's NASPO state contract offering • Manage Connecticut and Rhode Island state and local business • Develop strategies to grow SHI's footprint by providing world class IT solutions • Put in place PSR (Public Sector Roundtable) events bringing IT and law enforcement together GovConnection Inc Merrimack, NH Dates: 7/2003—1/2015 Position: Senior Account Executive • During my tenure of success I have achieved Presidential Club status, recognition for growth in under-performing accounts and growing key partners, consecutive Lenovo Legends awards, HPN Networking Award, Xerox Growth Cruise, and Sales MVP based on company set goals and standards. • Business Development: Developed and implemented personal sales campaigns within territory in partnership with manufacturer reps and internal departments. • In additional to personal production, assist as a mentor to new associates within sales and activation environment. Play a key role as a critical liaison for internal departments in the RFP/Contract preparation, equipment rollout, and all matters of credit and service issues within territory. TechDepot Trumbull, CT Dates: 1/2003—6/2003 Position: Strategic Account Manager • Charged with the responsibility of the management of the newly acquired Homeland Security account. Managed, developed, and cultivated 10M in combined government sales confirmed and projected. • Developed a sought after prospecting plan based on "Income Producing Activities": call activity,sales data, client review and retention, and creating marketing promotions. • Sales Management: Developed a strong leadership role with all freshman and sophomore sales reps. My daily consistent action as a Sales Mentor,they mirrored, and achieved their own results along with the company desired results. 33IPage Micro Warehouse Inc Norwalk, CT Dates: 8/1999—1/2003 Position: Senior Account Manager • Chosen to be the"Brand" at industry trade events, while managing and growing a voluminous book of business well over 4.5M+ in revenue. • Sales Management: Personally responsible for the management and growth of a vast sales territory for company. Micro-Managed client relationships in the matters of credit and post-sales service to ensure customer retention and development. Konica Minolta Waterbury,CT Dates: 5/1998—4/1999 Position: Field Sales Representative • Achieved a new product placement within one of Connecticut's largest transit authorities. • Developed new ground that company was not previously engaged within. • Established the first color peripheral placement within assigned territory. EDUCATION: Housatonic Community College—Business Associate Degree in Pursuit Basho Strategies Sales Training 2008 341Page Kevin Farrell Kevin Farrell@shi.com; 512-739-5476 SHI: Account Executive & Sales Manager March 1999-present. Acted in Sales and Sales Management roles during 16 year history with SHI. Currently the Field Account Executive for State and Local Government and Education customers in North Dakota and South Dakota. MicroWarehouse:Account Manager& Sales Manager July 1997-March 1999. Worked with State and Local Government and Education customers in various areas of the country, in both Sales and Sales Management positions. Pitney-Bowes: Sales Representative January 1997-July 1997. Small Business door-to-door sales of mailing machines in CT. Dell: Sales Representative January 1996-September 1996. Personal sales rep for four months, then SMB. Kaplan: Instructor, Sales Manager January 1994-May 1997. Taught GMAT, SAT, GRE, and LSAT courses in Texas and CT. Co-Managed a call center for the Southwest region selling all Kaplan courses. Education: University of Texas BA in English 1990, BS in Speech Communication 1993 Awards: Various awards and certifications from Microsoft, Adobe, McAfee, Symantec, Dell, HP, Kaplan, and a couple other manufacturers. 35IPage David Rounds Account Executive/Regional Manager for MOKA — Missouri, Oklahoma, Kansas & Arkansas Education: o Attended Middlesex Community College 93-95 Skills: o Strong Software Volume Licensing Knowledge o Successful Experience with Public Sector RFP's, Contracts and Proposals o Account Management Certifications: o IBM Curam Solutions Sales Mastery o Microsoft Design & Providing Microsoft Volume Licensing to Large Organizations o Microsoft Designing, Assessing, and Optimizing Software Asset mgmt. (SAM) o HP ESSN o VMWare VSP o McAfee Sales Professional Experience: o SHI International Corp. 7/13/98— Present (17+ years) Order Entry for State of Texas Government and Academic accounts 7/13/98 — 7/21/99 • Inside Sales for State of Texas Government and Academic accounts 7/22/99 — 10/26/99 Inside and Outside Sales Rep for Arkansas, Oklahoma, Kansas and New Mexico 10/27/99—4/27/00 + Outside Sales Account Executive for Arkansas, Oklahoma, Kansas and New Mexico 4/27/00— 12/31/2011 • Account Executive/Regional Manager for Missouri, Oklahoma, Kansas and Arkansas (MOKA) 1/1/2012 to present. • 15 years field experience managing $60M+ in IT spend on average. Adding and negotiating statewide contracts yearly. Currently managing a team of 4 Account Executives, 6 Inside reps and 2 sales support. Activities/Hobbies: o Golf, Motorcycles, biking, hiking, anything outdoors. Spending time with family, 36IPage Yara Ismail (732)735-7112 ygrtt„ sm, �)0q t alit cS1m 214 make Avenue,Somcrecl NJ 08873 PROFESSIONAL PROFILE: A results oriented sales and operations management professional,with over 10 years of expertise in supporting customers and employees in the Information Technology industry. Qualifications include: + Team Leadership Customer Service Solutions focused • l raining&Communications Account Management + Account Management • Management&Development Project Management System enhancements EXPERIENCE: SHI International Corp.—Somerset,NJ June 2004—Present Senior Inside Sales Manager—Public Sector(April 2009—Present) • Management of SHI's growing Public Sector Inside Sales Division + Setting new initiatives for Inside Sales while maintaining World Class Support for Public Sector customers • Responsible for the division of territories as needed to maintain inside supper and coverage • Point of cscalalion for customers and Public Sector Directors to address support issues + Management of Internal projects and providing status and updates to completion + Collaborate with internal teams to create new tools with added functionality for customers Meeting deadlines and consistently setting goals and expectations for Public Sector Inside Sales Division Inside Sales Manager/GSA Administrator(October 2005—April2009) Promoted to dual role-Inside Sales Manager&GSA Administrator • Managed and trained six Public Sector Inside Sales Teams • Maintained high morale among the team,by creating a healthy work environment and incentive programs Point of escalation for Customers and Account Executives to address support issues + Managed and grew SIII's existing GSA Contract • Created proposals and modifications to the SHt's GSA Schedule • Passed annual GSA Audits for continued contract renewal • Met and reviewed products with prospective vendors to consider for addition on SHI's GSA Schedule Inside Account Manager—Federal Accounts(June 2004—October 2005) • Created quote proposals for Information Technology products&services Solicited business through follow up calls and competitive pricing • Effectively communicated with customers,providing World Class Support Processed customer orders and provided consistent updates for status and tracking • Escalated issues to management for assistance when required Ekornes, Inc.—Somerset,NJ March 2001 —May 2004 Cuslomer.Service Representative&Lead Trainer + Managed a group of accounts,while providing clients with excellent service • Completed order entry aid provided customers with order status and tracking Ensured accuracy of shipped products and filed claims with insurance companies + Promoted to Lead Trainer for Customer Service Representative(CSR's) + Created training material and documentation for newly hired CSR's • Assisted new CSR's with questions regarding Ekornes products and resources Madison Suites Hotel—Somerset,NJ August 1997—March 2001 Guest Service Agent& Front Office Manager • Responsible for guest check in and check out • Maintained a cash drawer and completed reports,ensuring all transactions and cash payments received • Interviewed and hired Guest Services Agents and Auditors • Scheduled and supervised staff of 5 employees Managed and maintained Tong term guest accounts + First point of contact for guest complaints and escalations • Provided excellent service and ensured business guests rebooked for future stays EDUCATION: Rutgers University,New Brunswick,NJ September1997—May 2002 Bachelor ofArts in Political Science Minor in Middle Eastern Studies Professional and personal references available upon request 371Page 1.3 Account Management Team m Provide a description of the responsibilities of the dedicated account management team(s) that would be assigned to each Participating State under resultant contract. Include a description of how the account management structure ensures that service will continue despite vacations, illness, other absences or resignations. SHI Response: SHI supports each of our customers with a dedicated Account Team, whose members are dedicated to and specialize in supporting the unique needs of Public Sector customers. In general, the following provides an overview of the typical Account Team structure: Statewide Account Manager—Senior level sales position that coordinates and executes the terms and conditions of SVAR contract with the State, Local, & Education Account Teams. Field Account Executives (AE)—Direct sales related position with a goal of understanding their customers' vision and mission in order to address their specific needs. Responsibilities include establishing a customized service and support plan, resolving issues, and other topics critical to account development. Inside Account Executives (IAE)—Provide specialized support for small and medium sized Local Government and K-12 customers throughout the State they support, ensuring that even customers who are smaller or geographically dispersed will receive the same outstanding, proactive level of service that larger or centrally located customers receive. Managers, Inside Sales Support—Coordinate, maintain, and manage the activities of the Inside Account Managers, Inside Account Managers (IAM)—Working in partnership with the Account Executives in the field, the IAMs maintain direct relationships with the customers and have the responsibility of ensuring customer satisfaction. Functional areas such as pricing, availability, order entry, tracking, returns, product information, and expedites are an integral part of their daily activities. They execute the plan established by the Account Executives for a customer. SHI's Account Team Approach Putting the people in place to support the customer is not enough. SHI believes that the members of the Account Team must be empowered and have the autonomy to respond to all customer requests. We have ensured that all sales personnel have the training and resources they need to immediately provide the customer with accurate, up-to-date information. The Inside Account Managers have the autonomy to execute service issues such as expedites, returns and re-ships, invoices, and special price requests. At SHI, our people remain our greatest asset. All members of the SHI Account Team are dedicated to providing high quality customer service and support. Our success has stemmed from outstanding customer support through dedicated Account Teams, constant development of procurement and Internet solutions, strong partnerships with top manufacturers, and a company-wide determination to be the best. We are committed to providing: • Accessible, courteous, responsive and seamless customer service • Customer service goals that are measurable and evaluated, and • Continuous development to meet our customers' changing needs 381Page SHI has a long history of providing high quality service to our customers, as evidenced by our 99% customer retention rate. Furthermore, SHI has experienced tremendous growth over the years because of our dedication to our customers and the customized approach we take in supporting each of our customers. The Specific SHI Teams Supporting Each State As mentioned above, SHI provides tremendous resources in support of our Public Sector customers across the US, very capable of supporting the unique needs of multiple Participating States at the same time. SHI has an extensive outbound sales force of more than 700 Account Executives who are located throughout the United States. These Account Executives focus on specific business segments, with Account Executives specific to supporting the unique needs of those customers in Public Sector: 0 88 Field Account Executives supporting State & Local Government and Education 0 132 Inside Account Executives supporting Small/Medium Local Government and Education customers • 94 Inside Account Managers who partner with our Field Account Executives and assist customers with their day to day quoting and ordering needs We have included maps of our various Public Sector regions to give you an idea of the locations and specializations of our Public Sector sales force across the country who will be supporting the new NASPO ValuePoint contract. The SHI Public Sector Regional Directors are shown below, followed by coverage maps for each Public Sector region. 5ront(YNtWNor M Vrtkoir Suautr:drlxw oanronv�muna NORTHEAST Oelae VrN[tlev@sN�n r ' WEST Anson Tumor 4S 7T WI n. nrruuem, CENTRAL t p } BnanENGwrez� WEST 3t>WzVW n� 6 tal�nslWll50x,/N I�,�, d EAST ssurxcExznAT '" ,,,, Bennn sm� 52I33-B)PIy 14Vn'wT Y�eI1N'NtM1rUC nsonxEAs rAtonanae«�n SOUTHEAST SOUTH CENTRAL MVNVU 6km:M1Wl Werrcn EAST .. BH f A nfHeAs1 Barb Wmt 50B 0544118 +' Y It b WrotlW N A vi y �99�,1UJ/DgYUNIr?t?DJl lrip/PO/p JtILI 39 Page 1=�,�,Se7ctor. Government/Education West ARC- LAlison 1,,—r 01,1 jo —M.Et YUJxtlFY F LWI, Fl�r 44 2.4 xJ' LTt T. C2 - Sector. Govern ment/Education Central r 1011 T-A-,lz, i AEI IIrvPx' // ��WY�e�xW ���A+xMMgwMmmmmMM'. E"MV,", z L,Mno C2 40 P '.3 cl o M1, 1 1 X lil 1 Carron Grass ' HHI9W Cewal Rglaoel 0lactor �, M i x.� "( 512 732B021 Dawn 6rmsU HIwm r �R�4b fiA Yp� �M t IxS Vti � f / ynRi /// Lr4 � 1111Y Yt VN �&vie Iwi>a;ll fr min / //1 x �e ' , �% MI'LW£ MY AI ua.�r...aui yM��YRw VMCm IF a,m n %/•' �//..r 7-1 NIAMF MY nr urv�w �• i� i Im�;2 � I uv„ ' naa..whl:e e>rsn 1s SoutheastEducation i p MO.G nnA SlroOmwb XHPv 6rs.�.....lwa.9 w aemia ervM 'n'"a�IflYIMn Mchaelp"', �" xwrv+• w.m N�+ �v.e>sBsw i Ji� M py N1�1.AMlUJt41 " °• �_ / NIeAlxshltini � I IIyL r i 1 J / / wa,wm iL/ i Mlnu 1 _ l Yu1VY NQ� f Y /, ➢m NxNon :, [+huflm's �r�x ' WMM 6uwV wmmum luw* kl `Ltmw MVNYPr a✓ / incryM¢9ene % j/i„ UI. G n wew Y � no j Lm ne kennNY 41 Page Public / 1 ; J11 �xn WxeY � Cf saw /% rr, J Fn,mr LMUG �� 7. 1MkMn / /. BIC YNLt+Y! PW� tld@wn... 5 / iiVO M1en�Gam //, / I1r Y^ Y I card B,y W rel /J i , ItlW {My IIkNw F» Po ^M ry�Y bAmwMN .'tl ® N 4Ne j , N �/ and ppw.+. , nDwn.il 35 I TT ID' "- ie�t1 iBar6 Wes9 f SHIPk e!SrUDRegPonelair�- YM ead,We., boa9sa-aaae WealflSHlcwn / N, Stephanie HIM,, Oenroe Ncrdiechio h[Nj, PoM f .t M 4sWg�IrecWr Potl m 5 rro OaF,anl �/ Oi1i110 �� ]32 tl66 W28 908 M 138 r i S�uphand Madl orv65Nl umn Da ca Veed eF;anNe-�� % N H ,", //// 1 IWO '. ,z Mahn Anma Ml Rael eema�l / /J l & e ILei W"r N fi!Jvpq,Yi1 n ' M rode oww uA r xw , „-r CM IAA�µ�µpp I L I k 1 i 4ll 1 c �tti v iwri a ml Dif// 1 r i //' � d MA i v , 1% In addition to our field sales force, SHI has approximately 94 Inside Account Managers in our headquarters location who will work in tandem with our field sales force in support of this agreement. Like our field AEs, the IAMB also work only with Public Sector and are accustomed to supporting the NASPO ValuePoint SVAR contract. This team method of account management structure ensures that service will continue despite vacations, illness, other absences or resignations. 421Page As yet another approach to ensure we are proactively addressing the needs of Public Sector customers of all sizes, SHI also has an SM SLED division, based in our headquarters location, to support the NASPO ValuePoint contract. Currently a team of 132, this team focuses on supporting small and medium sized Local Government and K-12 customers across the country to ensure personalized attention regardless of the customer's size. This group will round off our support and ensure that all NASPO ValuePoint customers receive the proactive support and expertise needed to ensure a successful contract experience. SM Sled Roster by State and Customers Served: SIMI III 011 Alabama K-12 Brendalvnne Ferreras Joseoh Nvamwanae Alabama _Local Government Brendalvnne Ferreras Joseph Nvamwanae Alabama Local Government Jim Grogan Joseph Nvamwanae Alabama Local Government Chris Oliva Joseph Nvamwanae Alaska K-12 Pete Garay Josh Reyes Alaska _ Local Government Eric Stewart _... Josh Raves Arizona Local Government Patrick O'Brien _ ' Josh Reyes Arizona Local Government Ricardo Robles Josh Reyes Arizona K-12 Chris Asare Josh Reyes Arizona K-12 Pete Garay Josh Reyes ...._...._...m..._.. Arizona K-12 Joe Burst Josh Reyes I...............................,.... ......._,........................_..._.. _._......._.....___._..._.._........._______,.._____., _______,.,.,._____...__......... Arizona K-12 Lindsey Ginsbera Josh Reyes Arkansas K-12 Amv McGowan Jessica Crincoli Arkansas Local Government Davin Slone Jessica Crincoli Arkansas Local Government Jon Pine Jessica Crincoli Arkansas Local Government Jessica Vos Jessica Crincoli ....._................_____ -_-_..,.,..,., ..,__._._..--.....-_..__._., ...._..._..._._. Arkansas K-72 Kristen Knobloch Jessica Crincoli Arizona K-12 Ryan Warwick Josh Reyes California K-12 Nick Voelker Josh Reves .. ................... ......... ....�.�,.. ....._... _......_._.... _._._.......__ —_._._..------------------- California K-12 Chris Asare_ Josh Reyes California K-12 Paul Marsicano Josh Reyes California '.. K-12 Chuck Sinaletary _ Josh Reyes California K-12 Aline Martins Josh Reyes California Local Government Sam .......... California Local Government Paul Andrikanich Josh Reyes California Local Government Julian Diaz Josh Reyes Colorado K-12 Dvlan Barri Josh Reyes ___.......__�.,.,.,__,_... _.._ _____________ ___ ____ Colorado Local Government Ricardo Robles Josh Reyes Connecticut _ Local Government Kristen Gears Dan Sutton Connecticut Local Government Dan Biancaniello Dan Suttonmmm-. ..._..�-. Connecticut K-12 Bryan Amiano Dan Sutton Delaware K-12 Mike Zmachinski Dan Sutton ...._"______....................� Alabama Local Government Bryan Hunt Joseoh Nvamwanae ..._.. ....................... Florida Local Government Tyler O_sofskv_ Joseph Nvamwanae Florida K-12 Katherine Fernandez Joseph Nvamwanqe Florida K-12 Chris Henry Joseoh Nvamwanae Florida K-12 Dipali Patel li Joseph Nvamwanqe 43 1 P a g e � ��� .... ........... Georgia Local Government Pat Connolly Joseph Nvamwange Georqia Local Government Kvle Thomas Joseph Nvamwange Georgia K-12 Dominic Appian Joseph Nvamwa me Hawaii Local Government Eric Stewart Josh Raves Idaho K 12 Pete Garay Josh Reves Idaho K-12 Sierla Hubac Josh Reves Idaho Local Government Patrick O'Brien Josh Reves Illinois K-12 Stefanie Wea Chris Cashin Illinois K-12 Connor Pollitl Chris Cashin Y YYYY Y Y _Illinois K-12 Shane_Bvron Chris Cashin Illinois K-12 Svmeia San Chris Cashin Illinois K-12 Brianna Balestrieri Chris Cashin ............ ....... Illinois Local Government Mike Riven Chris Cashin Illinois Local Government Bill Scioscia Chris Cashir ......______.... _. Indiana K-12 Justin Yoke Chris Cashin Iowa K-12 Brian White Chris Cashin Kansas K-12 Amv McGowan Jessica Crincoli Kansas K-12 Marcus Parker Jessica Crincoli Kansas K-12 _ Bill Wood Jessica Crincoli Kansas K 12 Tavlor Howes Jessica Crincoli Kansas Local Government Ashlev Marfo Jessica Crincoli Iowamm Local Government Laura Rista Chris Cashin Louisiana Local Government Jon Pino ......_ Jessica Crincoli Louisiana K-12 Debbie Rezac Jessica Crincoli Kentuckv K-12 Connor Pollitt Chris Cashin ..—__..................._._----__ _.._._..._.___.___ Kentuckv K-12 Liz Gallaeher Chris Cashin Kentuckv Local Government Bill Scioscia Chris Cashin Louisiana K-12 Vanessa Muniz Jessica Crincoli Maine K-12 Patricia KilleavyYYY � Dan Sutton Maine K-12_ __ Tim Snook Dan Sutton Maine Local Government Dan Biancaniello Dan Sutton __ .... ....- —_ ___------ ..... —__......_ �.-..._______...................... .......m.__ Maryland K-12 Mike Zrnachinski Dan Sutton .____............_........... .. ..._. Maryland Local Government Edward Holmes Dan Sutton Maryland Local Government Justin Johnson Dan Sutton ............. ..... ... ........................ . ___. ......... _._.._........ _....._._._._._...___._.___ ....-....- ..-_.._....... Massachusetts Local Government Kristen Goers Dan Sutton _.,....._.. .__.._..._.._._._____. ____......._..................... .. Massachusetts Local Government Tvlere Daniel Dan Sutton Massachusetts K-12 Brvan Amiano Dan Sutton Massachusetts K-12 Tim Snook Dan Sutton Massachusetts K-12 .....m......................._.�. Kara Flanders Dan Sutton Michigan K-12 Christine Devlin Chris Cashin _Michigan Local Government Arced Singh Chris Cashin Minnesota Local Government Bill Scioscia Chris Cashin Minnesota K-12 Victoria Poloist Chris Cashin Minnesota K-12 Stephanie Hawlev Chris Cashin Mississippi Local Government Jon Pino Jessica Crincoli 44IPage ---------- Mississippi K-12 Vanessa Muniz Jessica Crincoli Mississippi K-12 Debbie Rezac Jessica Crincoli __...�._,._. ..---...._..._,.,. .... _......_.... ......................... ......_._.... Missouri K-12 Marcus Parker Jessica Crincoli Missouri K-12 Kelsey Valenti Jessica Crincoli Missouri K-12 Bill Wood Jessica Crincoli Missouri K-12 Taylor Howes Jessica Crincoli Missouri Local Government Devin Stone Jessica Crincoli _ Missouri Local Government Jon Pino Jessica Crincoli Montana K-12 Dvlan Bamrick__ Josh Reyes Montana K-12 Genevieve Kobus Josh Reyes '.. Montana Local Government Patrick O'Brien Josh Reyes ..._._................................................................_._... ...�.__ Nebraska K-12 Brian White _ Chris Cashin mNevada K-12 Joe Burst Josh Reyes ..___._......................�..... ______�........______.____ Nevada Local Government Priscilla Fowler Josh Reyes New Hampshire K-12 Tim Snook Dan Sutton New Hampshire _ K-12 Patricia Killeavy Dan Sutton New Hampshire Local Government Dan Biancaniello Dan Sutton New Hampshire Local Government Kristen Goers Dan Sutton New Jersey Local Government Gabriella Viola Dan Sutton New Jersey Local Government Kevin VanBuskirk Dan Sutton New Jersev K-12 Sean MacLeary Dan Sutton ----- Now Jersey K-12 Ryan Kachel Dan Sutton New Jersey K-12 Peter Corsi Dan Sutton New Jersey mK-12 Sara Burrows Dan Sutton .�...................... _... ............. New Mexico Local Government Priscilla Fowler Josh Reves ---- New Mexico K-12 Joe Burst _ Josh Reyes New York K-12 Patrick Goldsmith Dan Sutton New York K-12 Brittany Kranpost Dan Sutton New York K-12 Natalie Nicosia Dan Sutton New York K-12 Sara Burrows _ Dan Sutton New York Local Government Jared Kohutanvcz Dan Sutton _.........................._ .................._.......................,.,,,,,,,.._,,..._......_.............-- ..................,....I..._.......................... _..._...._....--'-- Now York Local Government Jason Riec Dan Sutton Georgia K-12 ❑ioali Patel Joseph Nvamwanae ...._.._..._._...._.............._......................................... _._. North Carolina Local Government Lou Malvasi Joseoh Nvamwanae North Carolina Local Government Kevin Mariano Joseph Nvamwanae North Carolina Local Government Dominic Denaro Joseph Nvamwanae North Carolina Local Government Katie Jones _ Joseoh Nvamwanae North Carolina _K-12 Valentina Traikovska Joseph Nyamwange North Carolina K-12 Desiree Kersulic Joseoh Nvamwanae .....................,...............,......,....,............._._..._._............._.................._._._._._................_......_"..� ____....._........._..____�....._._.....____._ Nebraska Local Government Laura Rista _ Chris Cashin North Dakota K-12 Brian White Chris Cashin North Dakota K-12 Sean Birch�Y�YYY�YYY Chris Cashin --------------- North Dakota Local Government Laura Rista Chris Cashin Ohio Local Government Kenii Horton Chris Cashin Ohio Local Government Pat Swinarski Chris Cashin _....._...__ 451Page .___............... Ohio K-12 _ Chris Imoeriale Chris Cashin Ohio K-12 Liz Gallaqher Chris Cashin Ohio K-12 Albert Eseriose Chris Cashin Ohio K-12� ____ -____�� Nicole DAndrea Chris Cashin Missouri Local Government Jessica Vos Jessica Crincoli ........_ ..... ......... ._._.-._...._,., _ Oklahoma K-12 Kelsev Valenti Jessica Crincoli Oklahoma K-12 Amv McGowan Jessica Crincoli Oklahoma K-12 Marcus Parker Jessica Crincoli Oklahoma K-12 Tavlor Howes Jessica Crincoli Oklahoma Local Government Brvan Leoni Jessica Crincoli Oklahoma Local Government Sean Walker Jessica Crincoli Oklahoma Local Government Ashley Marfo Jessica Crincoli Now Mexico K-12 Ryan Warwick Josh Reves Oregon Local Government Eric Stewart Josh Roves Oregon K-12 Pete Garav Josh Reves Pennsvlvania Local Government Edward Holmes Dan Sutton Pennsvlvania Local Government Jared Kohutan cz Dan Sutton Pennsylvania K-12 SuzvOoa_nesian Dan Sutton Pennsvlvania K-12 Josh Katz Dan Sutton Rhode Island Local Government Kristen Goers Dan Sutton Rhode Island Local Government Dan Biancaniello Dan Sutton Rhode Island K-12 Brvan Amiano _ Dan Sutton North Carolina K-12 Alexis Keresztes_ Joseph Nvamwange South Carolina K-12 Desiree Kersulic Joseph Nvamwange South Carolina K-12 Alexis Keresztes Joseph Nvamwange South Carolina Local_Government Dominic Denaro Joseoh Nvamwange South Carolina Local Government Katie Janes Joseph Nva_mwanoe South Dakota K-12 Brian White Chris Cashin ,....._ ..__..._— .---- ......_..._................ South Dakota K-12 Sean Birch Chris Cashin _ South Dakota Local Government_______.-. Laura Plata Chris Cashin Tennessee Local Government Chelsea Davis Chris Cashin Tennessee K-12 Justin Yuka Chris Cashin m...................................................... Texas Local Government Andrew Baicher Jessica Crincoli Texas Local Government FBrvaan n Walker Jessica Crincoli Texas _�_.._................ Local Government Loom Jessica Crincoli Texas Local Government Christian Niemann Jessica Crincoli Texas K-12 Nick Louqhlin Jessica Crincoli Texas K-12 Alan Frost Jessica Crincoli Texas K-12 Phil Nowakowski Jessica Crincoli Texas K-12 Jim Fuhrman _ Jessica Crincoli Texas K-12 Courtnev Ritter Jessica Crincoli Texas K-12 Will Fleminq Jessica Crincoli Oreoon K-12 Siena Hubac Josh Reves Utah Local Government Patrick O'Brien Josh Reves Utah Local Government Priscilla Fowler Josh Roves ............._....... 46IPage Utah K-12 Joe Burst Josh Reyes Vermont K-12 Patricia Killeavv Dan Sutton Vermont K-12 Tim Snook Dan Sutton Vermont Local Government Dan Biancaniello Dan Sutton Pennsylvania K-12 Natalie Nicosia Dan Sutton _.._ Pennsylvania K-12 Ton Huber Dan Sutton Virginia K-12 Ashley DeLia Dan Sutton Virqinia K-12 Tom Monks Dan Sutton Virginia Local Government Dianna Lee Dan Sutton Viminia Local Government Tom Monks Dan Sutton Utah K-12 Ryan Warwick Josh Reyes Washinaton Local Government Eric Stewart Josh Reyes Washington K-12 Pete Garav Josh Reyes _.._.—.a ......._..... West Virginia K-12 Ashley DeLia Dan Sutton West Virainia Local Government Dianna Lee Dan Sutton ,. __....................... _..._.._.._'___....__ �............____..... Wisconsin Local Government Rvan Baicher Chris Cashin Wisconsin K-12 Stefanie Wee Chris Cashin Wisconsin K-12 Victoria Pelosi Chris Cashin Washington K 12......._._._....,......_.............______ Sierla Hubac _ Josh Rev_es_ m Wvomina .. .^-K-12..............._.m--.m.m-............ ._. Dylan Bamrick Josh Reyes -- .Wvomino K-12 '. Genevieve Kobus Josh Reyes Wyoming Local Government Patrick O'Brien Josh Re es In addition, SHI has a Software & Licensing Department and an Advanced Solutions Department whose members are dedicated to supporting specific manufacturers and/or manufacturer product lines. Many of these representatives are manufacturer sponsored and have completed the required manufacturer certifications to provide pre-sales support. With 300 product specialists, pre-sales support engineers, licensing representatives, and technicians, SHI is absolutely ready and excited to support the product requirements for NASPO ValuePoint SVAR contract users. With just a single call to your Account Executive, you will be put in touch with the correct representative for your needs. 1.4 Subcontractors—Provide the following information for items 1.4.1 through 1.4.3, using the format below, for any subcontractors you propose to use. 1.4.1 Name of individual or company, 1.4.2. Proposed work to be performed; 1.4.3 Approximate percentage of work directed to subcontractor relative to total work under a resultant contract; 1.4.4 In addition, provide a brief resume which contains education /credentials/certifications/ employment. SHI Response: At this time, SHI has not identified specific subcontractors to engage. Should the need arise base on a customer's requirements and the scope of services, SHI will engage with the subcontractor who fits the customer's requirements. We understand the use of a subcontractor is subject to the customer's approval, 471Page 1.5 Consultants— Provide the following information for items 1.5.1 through 1.5.3, for all non-employee consultants that assisted in the development of the Offeror's response to this solicitation. 1.5.1 Name of individual or company; 1.5.2. Work performed regarding the Offeror's response; 1.5.3 Resume which contains education /credentials / certifications / previous and current employment. SHI Response: No consultants assisted in the development of SHI's proposal. 2. Company's Experience Describe the Offeror's experience and expertise providing the following services: 2.1 Account Management(assume 'accounts' as equivalent to a state contract, and to to a using municipality). SHI Response: As described within our response to section 1.3 above, SHI provides each customer with a dedicated Account Team. The members of the teams are focused on specific verticals within public sector(i.e. state government, local government, and education). These teams bring expertise in IT solutions and tremendous experience with public sector contracts to each Participating State. This means that SHI is able to deliver the following benefits to all NASPO ValuePoint customers: 4 A keen understanding of the unique challenges government and education customers face. • Best practices around software licensing for individual customers, as well as licensing programs that recognize cumulative spend per State or under the agreement as a whole. • Specialized customer service for small, medium, and large organizations throughout the Participating States. Regardless of the customer type or the size of the organization, SHI understands that in order to bring the right solution to a customer, we need to first understand that customer's vision. Once we understand their goals, our pre-sales licensing and technical support staff help design a strategy that is suitable to the customer's current environment, while ensuring it will scale to meet their future needs. When the customer is ready to move forward, SHI will help to ensure that the customer is procuring those products using the most advantageous pricing programs and at the most aggressive possible cost. We then follow through with deployment services and support to ensure that the solution the customer procured is working as expected. 481Page Complete Value 0� ,r,%, SUPPORT STRATEGY Technology health checks Strategic planning services Reporting&position statements Best practice consulting Renewal management Vendor Roadmaps suaPPDrar sTRarECY DEPLOYMENT rrr a SOLUTION DESIGNS Ou�H. /arUST'OMER 0 FuI I I ifecyc[a services f' Technol ogy assess ments a 1 Migration services � IL I Proof of concepts Project management DEPLOY DESIGN Assetnormal¢ation VISION TRANSACTION PROCESS PRODUCT SELECTION Custom e-commerce portals " '�i Price Modeling Finanung&leasing TRANSACT Program management Quoting&invoice management SELECT -Contract administration In short, SHI's Public Sector Account Teams offer the experience and the expertise to help NASPO ValuePoint customers to address, acquire, and adopt the software products and solutions needed to further their organizations' missions. 2,2. License Management, SHI Response: When it comes to implementing and managing software licensing solutions, nobody does it better than SHI. Our software procurement consulting services and Polaris asset management make it easy for our customers to select and manage the license programs that are right for them. SHI Licensing Team: SHI's Licensing Department is staffed with manufacturer-dedicated and certified experts who assist our Account Executives in recommending and supporting the volume license programs that most effectively suit your organizations' requirements. SHI completes an analysis of your existing environment and future desired state to present the licensing options available to you and the savings realized by executing the identified program. License Management System: Utilizing SHI's License Management System (LMS), we track key contract dates and terms and conditions, including pricing level and milestone requirements. Linked to SHI's order entry and reporting system, LMS provides the checks and balances to ensure your transactions are processed and reported against the correct agreement numbers and discount levels. Furthermore, SHI provides advanced notification for contract milestones and renewals. Reporting: SHI offers a breadth of reporting options which are flexible, customized, and available at no cost. We offer custom data capture for reports that track purchases within your organization, e.g. project codes, department codes, business units, etc. Our customers have the option to run these reports online at SHI.COM or to request reports through their SHI Account Team. 491Page `— Quarterly Overview provides top products or --- - top manutarturer view. '�`""' """' • Selectto run a report ' immediately or set up a report subscription " • Select the report ru„nna my zr ro y:.e. Enter report parameters w w mwunwmoxxawnmumu h � u i i12C1' SHI understands it can be a challenge for organizations to proactively track all expiring IT maintenance and support agreements. With inconsistent renewal dates across manufacturers and/or products, organizations may rely on the publishers and manufacturers to provide renewal notification. SHI provides a more reliable solution: Polaris Renewal Organizer (PRO). Available at no charge to our customers, PRO compiles your technology renewals in a centralized, rolling three year on-line timeline for simplified budgeting and renewal management. l r !� II Z111a �m��✓r,.n h. �w x..ni �ih nc ell I�iN asv.af•) �MFem•A sa /1 <,smu ��Maorart��� Y�1 ��mrx na �rvzsn.>,m�,., l , Wrorrw hbuait� I Uri (�u�ee�vuu emu� � ^�Gdu �. rP, u✓ mV �. � nG a , 4A.. ��.,im�l � r w dG�,n,x•i_�•i», Iuw t i 'Wm uJr+� �ilo ttiitin. -axil&c •If�. �;rBPu- ->INrc tt ..riW»„ 7Awh, tihnr, =anYlb"- �Il�„ ^±fir. .�lry. �f5 •x AM. tl�46ymmnw cifr .IINovelf�"J& �YYcvwaXl� Yi ��� r a I Br p9 Fyy P f�hM ib �1Mame� CC.)ML JArww.r {{{p� ppm u,o tltd WatiiOW� aaia '. LML �y+I sm.oa �st F I 1 � yyyyy v � 1 Ell 501Page SHI was founded in 1989 as a software reseller. We have been supporting our customers' software and licensing needs for 26 years. We have seen many changes in the industry and we remain nimble in our support structure to ensure we can meet the changing needs of the customers, as well as the software publishers with whom we partner. SHI is the industry leader; no other software reseller provides as effective and efficient support around software license agreements. 2.3 Training SHI Response: SHI understands the importance of providing training and communication to both Participating States and individual contract users in order to successfully support the NASPO ValuePoint SVAR contract. To bring our customers value and savings under the contract, we must maximize the usage of the contract and ensure it is used effectively. We provide a variety of training and communication vehicles at no cost to the customers. • Webinars—SHI has had tremendous success hosting web-seminars for our customers. The seminar series typically revolve around new technology announcements and Volume Licensing Program changes. The hosts for the seminars include the manufacturer representatives, the SHI Product Champions and/or the SHI Licensing Executives. o Licensing Training—The SHI Licensing Executives are available for both on-site and web conference training sessions specific to your Licensing Agreements and your negotiated terms and conditions. The topics for these training sessions can include license compliance, true-ups, how to purchase products under your agreements, how enterprise type agreements work and how to obtain products, and many other topics that are critical to departments and agencies. • Web Site Training—The SHI Ecommerce Specialists are available to provide training to those employees authorized to access contract pricing and information at SHLCOM. SHI can schedule trainings based on the customer's level of access to the site. Upon award of contract, your Account Executive will work with the customers to determine the program and schedule that would work best for them. Initial and Ongoing Communication Plan Contract Announcement—Upon award of the contract, SHI will create an Email marketing piece to announce the renewal of the NASPO SVAR Contract with SHI. We will reach out to our existing customer base, as well as entities within the states that are not currently purchasing from SHI. We will announce the availability of the contract and include information and instructions for obtaining pricing and placing orders. The announcement will be similar to the following and will be customized to include contact information, based on the customer entity. 511Page {NASPO Value formorly wsca-aASP Did you hear the news? NASP10 Va'aluePoint has awarded SHi with o contract for Software & .Services Public agencies across The United States can now take advantage of our exclusive discounts with a variety of software publishers and IT service providers. Protect your money, time and data with our state-of-the-art bundled solutions. Below are our top software partners, with many hundreds more to choose from. FM Microsoft Wpao s FAI 04 Ward°. Adoberedhat. " Symantec onteVSecurity V I I R X Miany Powerful Solutions, One Innovative tiv Solutions 'rovid r. Contact your Slit account Team for more Information on HASP® ValuePoint or to request a quote: Account Executive Emalt XXXALshi.cears 10 ice:XXX-XXX-XXXX I Fax:XXX-XXX-XXXX 521Page Online Contract Information—SHI will post informational documents on the SHI.COM home pages for Participating States. The documents will include general information about the NASPO ValuePoint SVAR Contract, as well as specific information regarding any relevant details of the contract—including how to make purchases and where to obtain support. Newsletter— SHI creates a number of very informative newsletters that we send to our customers each month, They contain information regarding important contract dates, product releases or changes, Q&A, upcoming events, etc. Thousands of customers across the country currently receive this newsletter from us. We will be pleased to make these communications available to all interested SVAR contract users. SHI Blogs— Featuring proprietary information and original content, the SHI Blog helps IT and Procurement professionals cut through IT's marketing fluff to validate how technology is evaluated, selected, deployed and maintained in real-world scenarios. The SHI Blog is authored by SHI subject matter experts who directly support and answer the questions of SHI's 18,000+ corporate, academic and government clients around the globe. Because SHI does not— and will not—accept any funding for content appearing in The SHI Blog, we retain complete editorial control. Feel free to subscribe to and read our most current blogs here: i�ttl ;!/bgocs ri,an / h Pe . .-°The SHI BIB q� g SOFTWARE Fnst;s a queman,111D11,all th'g aw,""n ,g Dfaa 365 Paid for, but not used: Why you're probably not usingM1,;eto e�Ence.pnaeoaA alcNlce ang anK,�,a some software entitlements 5 ,%,to.n as a,.,owK:*Mw ew hJ0,ellmOVrV AdnanSletle toupg,eoeanv 1POIP////" .,iv��j ,' '� vrtmwvs t o s ne a re es wnaomwme"mnzmg ��� �� emom.-rs neee you o Ij% "" a✓et � ddoDe Cmacm Gou9_eam.erw.nsneua , � Kenses i Enlerywremail.<k,rnus .Soda/i✓e lM h US ,� f unvcain re- wj "� a Pa<e0eoh Tw,u bi, J Meet the Bfoygers Ma oge n 17 a, st o Iggie1.1eP P ten uchaaI us: het YL, MFlt 5J.t,A maser ..o an,o ei tie - oe a c ae ohe P d , v i e qbut S a -eo o unused me oa i o ue m mrm onan cn "" , lVerl,urn a,eo ganra,ons.ttea bed toacto n[hem v.,thn mat Pe rod ,J �IV PI i ® I�Y M ,., rrr. ,rm„Nry Perpetual or subscription licensing for Autodesk? You ,anc,hoornow. rra, »"�`, * " 53 Page Marketing Pieces—SHI creates hundreds of marketing pieces for our major manufacturer partners. These are made available to customers through a number of avenues — in-person meetings, trade shows, email delivery, mail-outs, etc. The marketing pieces will include those that we receive from the manufacturers, those that SHI creates for a general audience, and those that SHI creates specific to a contract, such as NASPO ValuePoint. In addition to training on how to best use the product, SHI also makes software product training available to our customers. With regard to product training, SHI partners with companies that specialize in application training. SHI will work with each Participating State to develop a complete offer that meets their needs, from end user training to programs designed for IT representatives. The following training options are available as a fee- based service: • Classroom Style Training—off-site from the customer. This is designed to meet the customer's needs when only a small number of representatives need to receive the training. • On-site Training—a good option for those applications that are used by a large number of users. • Computer-based Training—including training books and educational CDs. 2.4 Software Advisement SHI Response: SHI's Licensing Department is staffed with manufacturer-dedicated and certified experts who assist our Account Executives in recommending and supporting the volume license programs that most effectively suit your organizations' requirements. SHI completes an analysis of your existing environment and future desired state to present the licensing options available to you and the savings realized by executing the identified program. We provide dedicated staff for all of our major partners— including each of the SVAR Key Itemized publishers, and many more, including but not limited to the following: o e e Authorized Licensing Center(ranked#2) Platinum Partner Adobe 7 Dedicated Sales & Licensing Specialists 1 Team Manager Large Account Reseller (ranked#3) ArcServe 1 Sales & Licensing Specialist National Reseller(ranked #1) Attachmate 1 Dedicated Sales & Licensing Specialist M. ,..,. ... .... .. ..._. Volume Channel Partner - 2014 Volume Partner of the Autodesk Year 1 Dedicated Sales & Licensing Specialist Diamond Level Partner Barracuda 1 Security Sales & Licensing Specialist 54 Page Premier Partner BMC 1 Sales & Licensing Specialist Platinum Partner(ranked#1) Box 1 Sales & Licensing Specialist Two Star Elite Partner Check Point 1 Security Sales& Licensing Specialist Citrix Enterprise Licensing Partner(ranked #3) LAR of the Year -2014 Citrix 2 Dedicated Sales & Licensing Specialist (NJ &TX) 1 Technical Resource- Mobility Platinum Velocity Partner (ranked#3) Commvault 1 Dedicated Sales & Licensing Specialist 1 Technical Resource—ESG LAR-Platinum Partner(ranked #3) CA Partner of the Year- 2014 1 Sales & Licensing Specialist .......... Platinum Partner(ranked#1) Corel 2 Emerging Partner Specialists DMR Partner (ranked #2) ESET 1 Sales& Licensing Specialist Premiere Partner Google 1 Dedicated Sales & Licensing Specialist Premier Business Partner(ranked#2) IBM 2 Dedicated Sales& Licensing Specialist, 1 Business Development Manager 6 Operations Support Kaspersky Platinum Partner(ranked#2) 551Page National Partner of the Year 2014 1 Security Software & Licensing Specialist National Sales Partner-Premier (ranked#3) LANDesk Americas NSP Partner of the Year- 2013 2 Emerging Partner Specialists Authorized Reseller(ranked#1) Corporate Reseller of the Year-2014 McAfee(Intel Security) 1 Dedicated Sales &Licensing Specialist 1 Business Development Manager 1 Technical Resource- ESG ESP & EDA (ranked #1) Gold Competency Team of 70+ Dedicated Licensing&Ops Specialists, Microsoft Software Assurance Benefits Administrators, and Product Champions 12 time winner of MLGP Operational Excellence Several Technical Resources -ESG Partner LogRhythm 1 Sales & Licensing Specialist Authorized Reseller(ranked#1) Net IQ 1 Dedicated Sales & Licensing Specialist National Partner(ranked #1) Novell 1 Dedicated Sales & Licensing Specialists Managed Partner (ranked 42) Nuance 2 Emerging Partner Specialists Corporate Reseller Partner(ranked #1) Open Text 2 Emerging Partner Specialists 561Page Oracle Global Platinum Partner 1 Sales & Licensing Specialist Oracle 2 SW Technical Sales Representatives 1 HW Technical Sales Representative Platinum Partner(ranked#3) Proofpoint 1 Sales & Licensing Specialist Red Hat Ready Partner(Ranked#1) ReclHat High Volume Partner of the Year- 2013 1 Dedicated Sales & Licensing Specialist Signature Level Partner(ranked #3) RSA 1 Security Sales& Licensing Specialist Silver Partner SAP/Business Objects 1 Sales & Licensing Specialist Partner SolarWinds 1 Sales & Licensing Specialist Platinum Partner(ranked #1) Sophos Sophos Partner of the Year-(2011- 2014) 1 Dedicated Sales & Licensing Specialist (TX), 1 Business Development Manager, 1 Security Sales & Licensing Specialist Platinum Partner 1Team Manager Symantec 7 Dedicated Sales& Licensing Specialists, 1 Operations Specialist 2 Technical Sales Support 2 Business Development Managers Tier 1 Platinum Partner(Ranked#1) Tenable 1 Security Sales & Licensing Specialist 57 Page National Channel Partner(Ranked#2) Trend Micro 1 Security Sales & Licensing Specialist Platinum Pro Partner(ranked#3) Veeam 1 Sales & Licensing Specialist Corporate Reseller VMWare 1 Dedicated Sales & Licensing Specialist 1 Presales Storage Solutions Architect Platinum DMR WebSense 1 Dedicated Sales Specialist Enhanced Support for Other Itemized Publishers, and Many More—SHI has a diverse partner ecosystem, supporting over 15,000 unique publishers today. The following logos illustrate only a handful of the fully managed or emerging partners within SHI's partner network. SHI has invested substantially in both Pre and Post Sales resources to better service its customers and their long term needs as they Address, Acquire, and Adopt their software solutions. "Top Emerging Partners" ...with thousands of other technology solutions sold BIt9 a redgate AbSduteSokware vwlrrd ek up rrm Prootpomt^ 4'ijy+§KKfxv'C7s �i i��' -0Techsmah r t.t 1 �' tv am unidesk think-cell' nva P senanrnisFl a ,; +a b l e o u �kJIC U�N ComponentOne q ale:%E%3rY$IN' " NUANCE NOCSON ALTOVA NON Pitneyeov s mircpecasc "�\vANonls u ""at M ;« AXON Kas a eya bmc FLE4 'WA, ta/l/lotlon �Lld(,Nlwurn ii,�ptlaa" ... L,urmmn^,rcrmr q„„cn ILL h-V evAm, P S W I T C H .... Uleenc E' v�.., ',. cronis es - gtobatsca,pe ©Acces Data 581Page 2.5 Other(specify) SHI Response: SHI offers a wide range of value-added services to help you get the most value out of your software spend. Many of these services are available to our customers at no cost, and for customers who wish to take advantage of enhanced service levels, we do offer fee-based services as well. Throughout this proposal, we have described many types of services that we will make available to NASPO ValuePoint and to each Participating State. In addition, we would like to highlight a few additional services which our customers find especially valuable. To understand the types of value-added services that SHI offers, it is helpful to envision our Address, Acquire, Adopt model, which is built around the visions of our customers (see graphic below). We understand that in order to fulfill their missions, customers need to move through each phase of the process and to receive the support they need at each stage along the way. Following are some examples of the services (both free and fee-based) that SHI offers at each stage: • Strategy: To assist in developing a strategy, SHI offers our customers strategic planning services and access to the technology roadmaps they need to plan for the future. • Solution Design: SHI's in-house Solutions team offers a variety of assessments to help customers understand their baseline, as well as proof of concepts for technology advancements. • Product Selection: This phase is about so much more than selecting the right product. SHI also helps with identifying the best buying program and procurement timing, as well as software volume license agreement implementation and administration. • Transaction: SHI is well-known for our flexibility and efficiency in conducting transactions for our customers. We offer customized quoting, invoicing, financing, and e-Commerce options to simplify the buying process for our customers. • Deployment: Beyond just delivering the software, SHI welcomes the opportunity to assist our customers with project management and implementation services. • Support: SHI conducts regular reviews with our customers to ensure that their technology is working as expected in their environment. We also provide reporting and licensing position statements, and we proactively assist with future budgeting and renewal management. Complete Value Ov r SUPPORT STRATEGY Technology health checks Strotaglc Pi...n ngeervires Reporting&position statementr best Pr Wee Conag Icing Renewalmanagement SUPPORT fi'I`NYaTE1:V Vendor Eoadmaps rlI J I DEPLOYMENT CUSTOMER I 0, SOLUTION DESIGNS Full lifecyclesem es kst / tti�"� Technologyassesments Migration services s Proofofconceptr Project management DEPLOY VISION DESIGN Assetnormal¢ation TRANSACTION PROCESS PRODUCT SELECTION Custom e-commerce porta is PnceModel ing Financing&leasing TRANSACT Program management Quoting&invoice management SELECT Contract administration i 59 Page At the core of our Address, Acquire, Adopt methodology is SHI's ability to listen to our customers' needs and to propose solutions that address those needs, and help customers achieve their vision. The value-added services that we offer take on many forms, and they continue to evolve along with our customers' changing needs. SHI delivers services through our own resources, as well as through our extensive partner network. Under the current NASPO ValuePoint SVAR contract, SHI's Account Executives work closely with their customers to understand their vision and to ensure that we are providing the right mix of products, services, and solutions for their organization. We are committed to continuing to partner with our customers in this way throughout the term of the new contract. We provide additional detail around our value-added services within the Methodology attachment of this proposal (Attachment B) as well. 3. Clients 3.1 Provide information on Offeror's current government client list. SHI Response: SHI has had the privilege to administer statewide software contracts for over 20 years, and we now hold IT contracts across all 50 states. The number of government clients we work with is in the thousands, from local government entities, to state government departments and agencies, to educational institutions, to public sector healthcare organizations. Here are a few statistics which demonstrate our enthusiasm for and commitment to this customer segment: • SHI's Public Sector sales overall 2014 revenue was $1.3B, representing over 24% growth from 2013. • SHI has 88 Field Account Executives supporting State & Local Government and Education customers throughout the U.S. • SHI's Small-Medium SLED team, based in our New Jersey office, supports our smaller and remote customers with additional 132 Inside Account Executives helping K-12 schools and local government agencies. • SHI has 94 Inside Account Managers who partner with our Field Account Executives and assist customers with their day to day quoting and ordering needs With regard to the current NASPO ValuePoint SVAR contract in particular, SHI is proud to hold Participating Addenda in each of the following states: 60 Page NASPO Software VAR MM NASPO Hardware Bill Other convects olr'r� U��r1r Ir a�Offiffij SHI will continue to invest in our support for the government and education markets. We are uniquely positioned to help you to address, acquire and adopt the products and solutions you need to fulfill your business needs. SHI provides additional details regarding our government customers within our response to section 3.1.2 below. 3.1.1 Explain the services provided to each and how long Offeror has been working with each. SHI Response: As described above, SHI's government contracts number in the thousands. Our contracts include statewide contracts for software and licensing, hardware, asset management, end user services, lifecycle services, staff augmentation, and others. Our first statewide contract was with the State of Texas, signed in 1994, and some of our relationships with state government customers date back to 1991. While it does not represent a comprehensive list, within our response to section 3.1.2 below, we are providing a representative list of our public sector customers and the products or services that we provide to each. 3.1.2 List government contracts Offeror has gained over the past three (3) years. Provide an explanation of why Offeror was chosen. SHI Response: The following table lists contracts won or renewed/extended over the past three years. These contracts were originally awarded based on SHI's response to the customers' formal requests for proposal. While award criteria will vary, typically these are awarded based on SHI's quality of service, our comprehensive service and support plan, and our aggressive pricing proposal. Customers renew their contracts with SHI because we deliver high quality service throughout the term of our agreement. 61 Page AK State of Alaska NASPO VaIuePoint-Computer Equipment(EMC) EMC AK State of Alaska NASPO VaIuePoint-Computer Equipment(HP) HP NASPO VaIuePoint-Computer Equipment AK State of Alaska (Microsoft) Microsoft AK State of Alaska NASPO VaIuePoint-DataComm (F5) F5 Networks AK State of Alaska NASPO VaIuePoint-Software VAR All manufacturers Alabama Joint Purchasing AL Program (AUP) AUP Adobe Adobe Alabama Joint Purchasing AL Program (AUP) AUP Lenovo Lenovo Alabama Joint Purchasing AL Program (AUP) AUP Microsoft Microsoft At State of Alabama Software, Personal Computer Contract Adobe AL State of Alabama Software, Personal Computer Contract McAfee AL State of Alabama Software, Personal Computer Contract VMware AL State of Alabama Software, Personal Computer Contract Symantec AL State of Alabama Software, Personal Computer Contract Microsoft AL State of Alabama Software, Personal Computer Contract Nuance AL State of Alabama Software, Personal Computer Contract Microsoft At State of Alabama Software, Personal Computer Contract Attachmate AR State of Arkansas APC Network Infrastructure Solutions APC AR State of Arkansas NASPO VaIuePoint-Computer Equipment(HP) HP NASPO VaIuePoint-Computer Equipment AR State of Arkansas (NetApp) NetApp All manufacturers EXCEPT Adobe, Computer Associates,Corel, IBM, McAfee, Microsoft, Oracle, Symantec, AR State of Arkansas NASPO VaIuePoint-Software VAR Trend Micro Adobe,CA,Corel, IBM, McAfee, Microsoft,Oracle, Symantec,Trend AR State of Arkansas State-Software LAR Micro AR State of Arkansas Wide Area Networking(WAN) Cisco AZ State of Arizona NASPO VaIuePoint-Computer Equipment(EMC) EMC AZ State of Arizona NASPO VaIuePoint-Computer Equipment(HP) HP AZ State of Arizona NASPO VaIuePoint-Software VAR All manufacturers CA County of Santa Clara County of Santa Clara COTS All manufacturers CA County of Santa Clara County of Santa Clara Peripherals All manufacturers CA State of California OGS Target Based De-Duplication NetApp CA State of California NASPO VaIuePoint-Computer Equipment(HP) HP CA State of California NASPO VaIuePoint-Software VAR All manufacturers State Compensation CA Insurance Fund SCIF Dell Hardware and Peripherals Dell CA State of California SLP-Adobe Adobe CA State of California SLP-Attachmate Attachmate CA State of California SLP-CommVault CommVautt CA State of California SLP-Microsoft Academic Select Microsoft CA State of California SLP-Microsoft Government Select Microsoft. 62 Page CA State of California SLP-Novell Novell CA State of California SLP-Symantec .Symantec CA State of California SLP-Trend Micro Trend Micro CA State of California SLP-VMware VMware CO State of Colorado NASPO ValuePoint-Computer Equipment(HP) HP Co State of Colorado NASPO ValuePoint-Software VAR All manufacturers CO State of Colorado NCPA-Dell Dell CT State of Connecticut NASPO ValuePoint-Software VAR All manufacturers CT Town of Bloomfield,CT NASPO ValuePoint-Software VAR All manufacturers DE State of Delaware NASPO ValuePoint-Computer Equipment(HP) HP DE State of Delaware NASPO ValuePoint-Software VAR All manufacturers FL State of Florida Commercial Off-the-Shelf(COTS)Software All manufacturers FL State of Florida Microsoft License, Maintenance&Services Microsoft FL State of Florida NASPO ValuePoint-Computer Equipment(EMC) EMC FL State of Florida NASPO ValuePoint-Computer Equipment(HP) HP FL State of Florida NASPO ValuePoint-Computer Equipment(Lenovo) Lenovo NASPO ValuePoint-Computer Equipment FL State of Florida (Microsoft) Microsoft NASPO ValuePoint-Computer Equipment FL State of Florida (NetApp) NetApp NASPO ValuePoint-Computer Equipment(Pure FL State of Florida Storage) Pure Storage FL State of Florida NASPO ValuePoint-DataComm (Brocade) Brocade FL State of Florida NASPO ValuePoint-DataComm (Cisco) Cisco FL State of Florida NASPO ValuePoint-Software VAR All manufacturers GA Georgia Board of Regents GA BOR VMware VMware Networking Equipment& IT Infrastructure GA State of Georgia Products Aerohive Networking Equipment& IT Infrastructure GA State of Georgia Products Meru GA State of Georgia PC Hardware, Related Equipment and Services HP GA State of Georgia Software and Services All manufacturers NASPO ValuePoint-Computer Equipment HI State of Hawaii (Microsoft) Microsoft HI State of Hawaii NASPO ValuePoint-Software VAR All manufacturers IA State of Iowa NASPO ValuePoint- DataComm (F5) F5 Networks NASPO ValuePoint-Computer Equipment ID State of Idaho (Microsoft) Microsoft ID State of Idaho NASPO ValuePoint-Software VAR All manufacturers IL. State of Illinois Adobe Products Statewide Master Adobe Big Ten Purchasing IN Consortium (CICPC) End Point Security Software Symantec KS State of Kansas Cloud Msg&Collaboration Microsoft KS State of Kansas IT Security Products&Services Checkpoint, McAfee, Symantec, RSA KS State of Kansas NASPO ValuePoint-Computer Equipment(Lenovo) Lenovo NASPO ValuePoint-Computer Equipment KS State of Kansas (Microsoft) Microsoft KS State of Kansas NASPO ValuePoint-Software VAR All manufacturers KY Commonwealth of Enterprise IT Software Reseller All manufacturers 63 Page Kentucky KY State of Kentucky KETS Instructional Device(Microsoft) Microsoft KY State of Kentucky NASPO VaIuePoint-Computer Equipment(HP) HP NASPO VaIuePoint-Computer Equipment KY State of Kentucky (Microsoft) Microsoft KY State of Kentucky NASPO VaIuePoint-DataComm (Cisco) Cisco NASPO VaIuePoint-Computer Equipment(Pure LA State of Louisiana Storage) Pure Storage LA State of Louisiana Tripp Lite Computer Peripherals Tripp Lite Acer,Samsung, Dell, HP, Lenovo,Cisco, MA State of Massachusetts ITC47- Hardware and Services EMC, IBM, NetApp MA State of Massachusetts ITS58 Software Reseller All manufacturers EXCEPT Microsoft MD State of Maryland Commercial Off the Shelf Software(COTS 2012) See list of manufacturers at website All manufacturers MD State of Maryland Consulting and Technical Services+(CATS+) Dell, Lenovo, HP, Fujitsu, Panasonic, Apple, Belkln, CODi, Ergotron, Kingston, Plantronics, Premier Mounts, C2G, NEC, Planar Systems,Sharp,Viewsonic, MD State of Maryland Desktop, Laptop and Tablet Microsoft MD State of Maryland Hardware 2012 See list of manufacturers at webslte Microsoft Software &Services Large Account MD State of Maryland Reseller Microsoft All manufacturers except Microsoft and MID Maryland Judiciary MJUD COTS Software Master Novell MJUD Hardware and Associated Equipment and MD Maryland Judiciary Services All manufacturers ME State of Maine NASPO VaIuePoint-Computer Equipment(HP) HP ME State of Maine NASPO VaIuePoint-Software VAR All manufacturer's MI State of Michigan NASPO VaIuePoint-Data Comm (Cisco) Cisco Computers: Enterprise Hardware,Software and MN State of Minnesota Services See price lists attached NASPO VaIuePoint-Computer Equipment MO State of Missouri (NetApp) NetApp MO State of Missouri NASPO VaIuePoint-Data Comm (Cisco) Cisco MO State of Missouri NASPO VaIuePoint-Software VAR All manufacturers Acer,Aerohive, Alcatel-Lucent,Aruba Networks, BenQ Boxlight, Brother,Chief, Eiki International, EMC, Fujitsu, Howard, HP,Juniper, Len OVO, NEC, Nimble, Oki Data, Panasonic, Ricoh,Samsung,Sharp, MS State of Mississippi IT Hardware EPL Tegile,Tripp Lite, Unitrends, Viewsonic Adobe CLP/TLP,Attachmate,Autodesk, Citrix, Corel, CA, EMC, IBM Passport Agreement, McAfee, Novell, Open Text, Quest, SAP,Sophos, Symantec,Trend MS State of Mississippi Software EPL Micro,VMware MS State of Mississippi State of Mississippi Microsoft Contract Microsoft MT State of Montana NASPO VaIuePoint-Computer Equipment(HP) HP NASPO VaIuePoint-Computer Equipment MT State of Montana (Microsoft) Microsoft 64 Page MT State of Montana NASPO ValuePoint- DataComm (Dell) Dell MT State of Montana NASPO ValuePoint- Data Comm (EMC) EMC MT State of Montana NASPO ValuePoint- Data Comm (FS) F5 Networks MT State of Montana NASPO ValuePoint-Software VAR All manufacturers MT State of Montana NCPA- Dell Dell National National Buyboard All manufacturers National. National E&I Cooperative All manufacturers National National MHEC-VMware VMware National National NCPA-Lenovo Lenovo National National PACE All manufacturers National National PEPPM 2015 (Alcatel Lucent) Alcatel Lucent National National PEPPM 2015(Lexmark) Lexm ark National National PEPPM 2015(Panasonic) Panasonic Axiom, Chief, Da-Lite, Dell, Higher Ground, HP Printers, HE Computers, HP Servers, Lifesize, Microsoft Surface, National National PEPPM 2015(Synnex) Red Hat,Samsung TIPS-Computers, Equipment,Components and National National Peripherals All manufacturers National National TIPS-Copiers, Faxes and Multifunction Machines All manufacturers TIPS-Networking Equipment,Software and National National Services All manufacturers National National TIPS-Software All manufacturers INC State of North Carolina End Point Security Software McAfee,Symantec Aerohive, Cisco, Dell, Microsoft, Nicus INC USETPA LAN-WAN Security Software,VMware, Xirrus NC USETPA LAN-WAN Security Lenovo Acer, HP, Microsoft,Samsung, Ctera, Google, Fortinet, StorageCraft,Tripp Lite, Belkin, Black Box, West Penn Wire, Xerox,Sagemcom, Plantronics,Toshiba, INC USETPA LAN-WAN Security/End User Devices(Synnex) Epson North Carolina Dept. of INC Public Instruction (NCDPI) LEA Wfl Cisco Appsense, EMC, Nimble, Nutanix, INC State of North Carolina Mass Storage Symantec,Tintri NC State of North Carolina Microcomputers and Peripheral Components Lenovo, Samsung NC State of North Carolina Microsoft Software Products Microsoft NASPO ValuePoint-Computer Equipment INC Mecklenburg County (Microsoft) Microsoft INC State of North Carolina Novell Software and Maintenance Products Novell INC State of North Carolina Printer and Peripheral Components HP INC State of North Carolina Printer and Peripheral Components Brother INC State of North Carolina Printer and Peripheral Components Samsung NC State of North Carolina Ruggedized Mobile Computing Devices Getac INC State of North Carolina VMware Software Products and Maintenance VMware NASPO ValuePoint-Computer Equipment ND State of North Dakota (Microsoft) Microsoft NASPO ValuePoint-Computer Equipment NE State of Nebraska (Microsoft) Microsoft 65 Page NASPO ValuePoint-Computer Equipment NE State of Nebraska (NetApp) NetApp NH State of New Hampshire Computer Software- Reseller All manufacturers. NH State of New Hampshire NASPO ValuePoint- DataComm (Cisco) Cisco NJ State of New Jersey ITS58 Software Reseller All manufacturers EXCEPT Microsoft NJ State of New Jersey NASPO ValuePoint-Computer Equipment(HP) HP NASPO Value Point-Computer Equipment NJ State of New Jersey (Microsoft) Microsoft NASPO ValuePoint-Computer Equipment NJ State of New Jersey (NetApp) NetApp NJ State of New Jersey NASPO ValuePoint-DataComm (Brocade) Brocade NJ State of New Jersey NASPO ValuePoint-DataComm (F5) F5Networks NJ Port Authority of NY& NJ NASPO ValuePoint-Software VAR All manufacturers NM State of New Mexico NASPO ValuePoint-Software VAR All manufacturers NM State of New Mexico NCPA-Dell Dell NV State of Nevada NASPO ValuePoint-Software VAR All manufacturers NY State of New York Enterprise Systems (HP) HP NY State of New York Microcomputer System and Related Services (HP) HP Microcomputer System and Related Services NY State of New York (Lenovo) Lenovo Microcomputer System and Related Services NY State of New York (Toshiba) Toshiba All manufacturers EXCEPT those in the NY State of New York Miscellaneous Software attached. NY State of New York Office Equipment(Oki Data) Oki Data NY State of New York Power Protection Equipment(APC) APC NY State of New York Power Protection Equipment(Tripp Lite) Tripp Lite NY State of New York Printing and Imaging Equipment(Oki Data) Oki Data NY State of New York Printing and Imaging Equipment(Samsung) Samsung NY State of New York Printing and Imaging Equipment(Xerox) Xerox NY State of New York Software(CA) CA NY State of New York Software and Related Services (Novell) Novell NY State of New York Systems and Peripherals(Storage) (EMC) EMC NY State of New York Systems and Peripherals(Storage) (HP) HP Citrix, Extreme Networks, Fujitsu, Infoblox, Intermec,Juniper, McAfee, NEC, NetScout, Nuance, Polycom, OH State of Ohio Computer Hardware,Software and IT Services Riverbed, SAP,Tibco, Palo Alto OH State of Ohio Microsoft LAR Microsoft OH State of Ohio NASPO ValuePoint-Computer Equipment(HP) HP Computers,Software and Related OK City of Oklahoma City Supplies/Services All manufacturers OK State of Oklahoma Desktop Software and Services Microsoft,Adobe,SAP OK State of Oklahoma NASPO ValuePoint-Computer Equipment(HP) HP NASPO ValuePoint-Computer Equipment OK State of Oklahoma (Microsoft) Microsoft OK State of Oklahoma NASPO ValuePoint-Software VAR All manufacturers OK City of Oklahoma City Office Printers and Related Supplies&Services All manufacturers OR State of Oregon NASPO ValuePoint-Software VAR All manufacturers 66 age Acer,APC, Belkin,Cisco, Dell, EMC, Fujitsu, HP, Intel,Jabra, Lenovo, PA State of Pennsylvania COSTARS-3 IT Hardware Nimble, Unitrends,ViewSonic Adobe,Attachmate, Blue Open Text, CA, Citrix,CommVault,Corel, Dell, IBM, Kaspersky, McAfee, Microsoft, NetIQ, Novell, Nuance, Open Text,Quest, RSA, Solarwinds,Sophos,Symantec,Tenable, Trend Micro,Viewfinity,VMware, PA State of Pennsylvania COSTARS-6 Software Websense PA City of Philadelphia NASPO ValuePoint-Software VAR All manufacturers PA County of Berks NASPO ValuePoint-Software VAR All manufacturers RI State of Rhode Island ITS58 Software Reseller All manufacturers EXCEPT Microsoft SC State of South Carolina Aerohive Network Hardware Aerohive SC State of South Carolina Cisco Network Hardware Cisco SC State of South Carolina Document Security Software Win Magic SC State of South Carolina EMC SAN Equipment,Software and Services EMC SC State of South Carolina FileMaker Software FileMaker SC State of South Carolina HP Network Equipment. HP 5C State of South Carolina Microsoft EES Software Microsoft SC State of South Carolina NASPO ValuePoint-Computer Equipment(HP) HP NASPO ValuePoint-Computer Equipment SC State of South Carolina (Microsoft) Microsoft SC State of South Carolina NASPO ValuePoint-DataComm (Brocade) Brocade SC State of South Carolina Privilege User and identity Software and Hardware Dell Sc State of South Carolina QualysGuard Security Products QualysGuard SC State of South Carolina Rapld7 Security Products Rapld7 5C State of South Carolina Tenable Security Software Tenable SD State of South Dakota Computer Peripherals(Mist) Select manufacturers only SD State of South Dakota NASPO ValuePoint-Software VAR All manufacturers Microsoft Academic,Adobe,Toad for TN State of Tennessee Multi-Manufacturer Software Oracle TX State of Texas Buyboard All manufacturers SHI TX State of Texas Choice Partners: Infrastructure as a Service (IaaS) TX State of Texas Choice Partners:Technology Products&Services All manufacturers ABT Global,Apple, Barco, Ergotron,Good Technology, HP Health, Motorola,NDS Surgical Imaging, Rubbermaid Medical TX State of Texas DIR-SDD-1834 Healthcare IT Solutions,Services,Symantec CSI Leasing TX State of Texas DIR-SDD-1880 CSI Leasing TX State of Texas DIR-SDD-1922 Managed Services Services CA TX State of Texas DIR-SDD-1940 CA Software TX State of Texas DIR-SDD-1951 Dell Products Dell 7 Page Cisco, Logitech, Polycom, Ergotron, TX State of Texas DIR-SDD-2018 Conferencing Equipment AverMedia TX State of Texas DIR-SDD-2030 Lencvo Products Lenovo Encryptics TX State of Texas DIR-SDD-2133 Encryptics Products See price list attached TX State of Texas DIR-SDD-2188 IT Security TX State of Texas DIR-SDD-2500 Miscellaneous Software See price list attached Microsoft, Novell TX State of Texas DIR-SDD-2503 Microsoft, Novell TX State of Texas DIR-SOD-2504 Adobe Products Adobe TX State of Texas DIR-TSO-2538 HP Products HP TX State of Texas DIR-TSO-2542 Cisco Products Cisco TX State of Texas DIR-TSO-2634 EMC System Peripherals EMC TX State of Texas DIR-TSO-2636 NetApp Products NetApp TX State of Texas DIR-TSO-2656 Barracuda Data Communications Barracuda Brocade, Buffalo Technology, Emulex, Hitachi, Nexsan, Nimble Storage, TX State of Texas DIR-TSO-2823 Data Storage Overland Storage,Qlogic, Violin TX State of Texas DIR-TSO-3021 Barracuda Data Storage Barracuda Oki Data TX State of Texas DIR-TSO-3039 Oki Data Products Xerox TX State of Texas DIR-TSO-3043 Xerox Products Brother TX State of Texas DIR-TSO-3102 Brother Products Health and Human Services Commission TX (HHSC) Hardware Acquisition and Leasing Dell Health and Human Services Commission TX (HHSC) Seat Management Services SHN UT State of Utah Computers-PC Store All manufacturers UT State of Utah NASPO ValuePoint-Computer Equipment(EMC) EMC'. UT State of Utah NASPO ValuePoint-Computer Equipment(HP) HP NASPO ValuePoint-Computer Equipment UT State of Utah (Microsoft) Microsoft UT State of Utah NASPO ValuePoint- DataComm (F5) FS Networks UT State of Utah NASPO ValuePoint-Software VAR All manufacturers VA State of Virgi'..rl Desktop Productivity Software See price:.list VA State of Vir,gWa Microsoft Large Account Reseller Microsoft 68 Page Fairfax County Water VA Authority Microsoft Large Account Reseller Microsoft HP, Lenovo, Microsoft,Panasonic, VA State of Virginia PC Devices& Peripherals Samsung VA College of William&Mary VASCUPP EMC Products& Maintenance EMC VA Virginia Tech Virginia Tech Microsoft Campers Agreement Microsoft VT State of Vermont ITS58 Software Reseller All manufacturers EXCEPT Microsoft VT State of Vermont NASPO ValuePoint-Computer Equipment(HP) HP WA State of Washington Cisco Products and Services Cisco WA State of Washington NASPO ValuePoint-Computer Equipment.(HP) HP NASPO ValuePoint-Computer Equipment WA State of Washington (Microsoft) Microsoft WA State of Washington NASPO ValuePoint-DataComm (Cisco) Cisco WA State of Washington NASPO ValuePoint-DataComm (F5) F5 Networks Desktop Symantec Endpoint Protection Software WI State of Wisconsin and Maintenance Symantec WI State of Wisconsin NASPO ValuePoint-Computer Equipment(HP) HP NASPO ValuePoint-Computer Equipment WI State of Wisconsin (N,etApp' NetApp WI State of Wisconsin VAR Software,Support and Maintenance All manufacturers WV State of West Virginia Large Account Reseller for Microsoft Microsoft WY State of Wyoming NASPO ValuePoint-Computer Equipment(HP) HP WY State of Wyoming NASPO ValuePoint-Software VAR All manufacturers 69IPage 3.1.3 List government contracts Offeror has lost or resigned over the past three (3) years. Provide an explanation of why they were lost or resigned. SHI Response: SHI is proud of our record of success with our customers. We have never had a contract terminated by a customer, nor has SHI ever failed to deliver under a contract. 3.2 If Offeror has no government clients, note this in your response and answer questions 3.1.1 through 3.1.3 based on non-government clients. N/A—SHI has many government clients, as detailed above, 3.3 References— Provide information for three (3) client references that replicate or are similar to the requirements of this solicitation. All references shall be for engagements received and completed within the last five (5) years. The State may, at its sole discretion, contact additional clients not presented as references. Reference information is to be provided using the following table format: SHI Response: SHI is pleased to provide NASPO ValuePoint with client references that replicate the requirements of this solicitation. We hold many such statewide software contracts across the country. Therefore, we are providing more than 3 references. For your convenience, we are separating them into two groups: references from customers that SHI works with now under the current NASPO ValuePoint SVAR contract, and references from customers that SHI works with now under other statewide software contracts. The State / NASPO ValuePoint are welcome to contact any or all of the below references, as well as additional clients not presented as references. 70 Page Current NASPO ValuePoint SVAR References: Reference Client One Client Two Client Three Information Company Name State of Montana State of Alaska State of Kansas— Department of Administration Type of WSCA/NASPO ValuePoint SCA/NASPO ValuePoint WSCA/NASPO ValuePoint Contract SVAR Participating Addendum SVAR Participating All Software Product Addendum and Services Delivered Contact Dale Stout Jason Grove Neal Farron Name, Montana State Information Department of Administration, 900 SW Jackson, 451 S Mailing Technology Services Division Division of General Services Topeka, KS 66612 Address, Software Contracts Specialist Contracting Officer 785-296-3122 Phone 125 N. ROBERTS PO Box 110210 Neo1_Farron da.k"ov Number, P.O.BOX 200113 Juneau, AK 99811-0210 Email Address HELENA, MT 59620-0113 907-465-5679 406-444-0182 Jason.arove0alaska.nov dstoutj§mt_gjov Contract Start and November 2011 - Present February 2013 - Present June 3, 2011 —June 2, 2016 End Date Contract Value $8,000,000/year $8,000,000/year $46,264,609 Reference Client Four Client Five Client Six Information Company Name State of Oklahoma—Office of State of Missouri—Office of State of Arkansas—Office of Management and Enterprise Administration, Information State Procurement Services Technology Services Division Type of SCA/NASPO ValuePoint WSCA/NASPO ValuePoint SCA/NASPO ValuePoint Contract Software, plus another software Software Software, plus another Product contract for Microsoft, Adobe & Software LAR contract for and SAP dobe, CA, Corel, IBM, Services McAfee, Microsoft, Oracle, Delivered Symantec, Trend Micro Contact Jennifer McCaulla Russ Craighead Jaime Motley Name, 005 N. Lincoln Blvd, 301 West High Street, Room 1509 West 71h Street, Mailing Suite 200 270 itl Floor Address, Oklahoma City, OK 73105 Jefferson City, MO 65102 Little Rock, AR 72201 Phone 405-521-4772 573-522-1154 501-371 6065 Number, Jr nnifer.rnccaulla@ornes.ok.,ov Russ Craroheadfa7oa.mmi gav acme Motle dfa_ .arkansa_s, Email Address ov— 71 Page 72 | P8Ae References From Other Statewide Software Contracts: Reference Client Nine Client Ten Client Eleven Information Company Name Virginia Information Technologies State of New Jersey State of Alabama Agency (VITA) Type of SHI is our Microsoft Large Software Reseller and Related Statewide Software contract Contract Account Reseller, they also have Services covering Microsoft,Adobe, Product other contracts for PC's/ Attachmate, VMware, and peripherals and Desktop Symantec, McAfee and Services Software Nuance Delivered Contact Gregory Scearce Lynne Gash Mason L. Tanaka Name, VITA Contract Administrator 2 Acting Director, Information Mailing 11751 Meadowville Lane Chester NJ Office of Information Services Division Address, VA 23836 Technology State of Alabama Phone 804-416-6166 33 West State Street, 8th Floor Folsom Administration Number, Gregory Scearceagyita,virginia,,g Trenton, NJ 08625-0230 Building Email Address ov (609) 777-4121 64 North Union Street, Suite: L nne.Gash oit.n. ov 200 Montgomery, AL 36130 (334) 353-7192 Mason�Ta naka0isd.alabam a gov Contract Start and LAR contract (10/17/13— 911/15—6/30/20 11/1/12—6/30/17 End Date 10/16/19) PC/Peripheral Contract. (03131/14—03/30/19) and Desktop Software Contract (04/01/14— 03/31/19) Contract Value Microsoft LAR Contract value for $70M pproximately $17M /year FYI (July 1, 2014—June 30, 2015) _ $40,108,774 PC/Peripheral Contract value for FY15 = $2,302,689 Desktop Software Contract value for FYI = $11,939,010 Below, we are including an additional Letter of Reference, which was provided by one of the current SVAR references listed above: 731Page Brian Sanwa] Patrick Cates Ca nor Director U, Jditw Haag Administrator STATE OF'NEVA,DA DEPARTMENT OF ADNIESIST'RATION Purchashig Division 515 East Musser Street;Suite 800j Canon Cite,Nevada 89701 Phunc(775)684-0170 1 Fax:(775)6g t-0188 December 7, 2015 ADSPO—State Procurement Office 100 N. 15n Ave., Suite 201 Phoenix,AZ 85007 Reference for Bid Solicitation_ADSP016-00005829 Ile State of Nevada, Purchasing Division would like to submit this reference for SHI International Croup. We have been participating in this agreement with SHI since April, 2012 and in October, 2012 made the decision to single source our Microsoft Licensing Agreement to SHI as our designated channel partner. The knowledge possessed by the inside Microsoft Account team has been extremely helpful to all of our State agencies. The customer service within SHI is first class; we are extremely pleased with their pricing, delivery and super-fast turnaround on quote requests. The timeliness in which SHI responds to our inquiries, requests for quotes or resolving customer issues is outstanding. The team is extremely knowledgeable and friendly. Our designated Account Manager is a delight to work %with. We are hopeful that our relationship with SHI will be able to continue through the[teat contract term. Regards, Marti Marsh MaIllutrr Mars)v Purchasing Officer 74 Page 4. Financial/Accounting Information and Disclosures 4.1 Offeror must provide evidence of financial stability and capability to fund all cost associated with providing the services through the term of the Contract. The latest two (2) years audited annual financial statement(s), including Total Revenue, Net Income, and Total Assets, must be submitted with the Offeror's Offer. If audited financial data is unavailable, explain in full the reason and provide latest non-audited financial information to include Balance Sheet, Income Statement, as well as, Statement of Cash flows and Change in Financial position. Include information to attest to the accuracy of the information provided. SHI Response: SHI is a privately owned, financially stable company that operates with no bank debt. In an economy when many companies are downsizing or even closing their doors, SHI remains financially sound and profitable. In fact, we continue to grow through expansion of our product and service offerings, increasing our regional offices, and growing our sales and internal support structure. With an expected $7 Billion in sales for 2015, you can rest assured that SHI will support your needs today and well into the future. Please see attached for SHI's audited financial statements for the past 2 years (ATTACHMENT A_Qualifications-SHI.-Audited Financial Statements.pdf). 4.2 Disclosures-Provide a statement for each item listed below: 4.2.1 Information regarding any irregularities that were discovered in any account maintained by the Offeror on behalf of others. Describe the circumstances and disposition of the irregularities. SHI Response: SHI does not maintain accounts on behalf of others. There have been no irregularities in any SHI accounts. 4.2.2 Full disclosure of any potential conflict of interest, i.e. serving as a member, board member, officer, or having significant financial interest with any company, firm orjoint venture with interests in the provision of software. SHI Response: SHI does not have any conflicts of interest for this contract. 4.2.3 Whether or not, in the last ten (10) years, the Offeror has filed (or had filed against it) any bankruptcy or insolvency proceeding, whether voluntary or involuntary, or undergone the appointment of a receiver, trustee, or assignee for the benefit of creditors, and if so, an explanation providing relevant details, SHI Response: No, SHI has never filed for bankruptcy or insolvency proceeding. SHI has not undergone the appointment of a receiver, trustee, or assignee for the benefit of creditors. 75 Page 4.2.4 Whether or not there are any pending Securities Exchange Commission investigations involving the Offeror, and if such are pending or in progress, an explanation providing relevant details and an attached opinion of counsel as to whether the pending investigation(s) may impair the Offeror's performance in a Contract under this RFP. SHI Response: No, there are no past or pending SEC investigations involving SHI International Corp. 4.2.5 Documenting all open or pending litigation initiated by the Offeror or where the Offeror is a dependent or party in litigation that may have a material impact on Offeror's ability to deliver the contracted services, SHI Response: SHI is not involved in open or pending litigation.. 4.2.6 Full disclosure of any public sector contracts terminated for cause or convenience in the past five (5) years. SHI Response: SHI has never had a contract terminated for cause. 76 Page License Confirmation SHI International Corp, Sales order S325 5 7 290 Davidson Ave. Order date 5/ /2015 Somerset, NJ 08873 Customer Account 10237 Phone: 888-235-3871 Customer PO ADSP011-007500:35 9 Customer Reference Payment Net 30 Days SHI Account Executive Amelia Jakubczyk Ship Via EDE GRO ND SHI Account Manager Thomas A Wospil Bill To Ship To evin Lawler ADSP011-007500:35 9/ evin Lawler A Dept of Administration STATE PROC REMENT O ICE 100 N. 15th Ave ISD Suite 202 100 N. 15th Ave Phoenix, A 85007 Suite 00 nited States Phoenix, A 85007 nited States Item No. Qty Mfg Part No, Description Ordered 277 9 79 WinSvrStd 2012R2 SNGL M L 2Proc 38 P73-0 309 2012 R2 Windows- Multiple Windows Platform Single Language Software MICROSO T Contract number: ADSP011-007500 SELECT Enrollment No.: 8A9181A5 Agreement No.: 7 111 Country of sage: SA This Is Not An Invoice Thank You for Your Order The Products offered under this order confirmation are subject to the SHI Return Policy posted at www.shi.com/returnpolicy, unless there is an existing agreement between SHI and the Customer. Page 1 of 1 FOO Adobe Adobe Systems Incorporated 345 Park Avenue San Jose, CA 95110-2704 Phone: 408-536-6000 January 10, 2015 To whom it may concern, This letter confirms that SHI is an Adobe authorized reseller in good standing with authorizations for Commercial, Government and Education customers. SHI is authorized to resell Adobe's Desktop Products Worldwide, Please direct any questions to Bob Seaman at Adobe Systems. Thank you,, Q�d'�u2u2.tt- Bob Seaman Adobe Channel Account Manager 516-270-3988 bseaman@adobe.com • CITRIX® Citrix Partner Authorization Letter Americas January 15, 2015 SHI International Corp. 290 Davidson Avenue Somerset, NJ 08873-4145 USA To Whom It May Concern, This letter is to confirm that SHI International Corp., Org ID 18272,of Somerset, NJ is a Large Account Reseller(LAR) and is authorized by Citrix to resell all Citrix Products as well as associated maintenance from January 1, 2015 through December 31,2015. Regards, Donna Buffet Director,Americas Inside Channel and Operations Citrix Systems, Inc. III I u i rc)scft Date 11/18/2015 Re: Microsoft LSP Status Confirmation forthe following sales opportunity: State of Arizona Microsoft Corporation North America Operations Center hereby confirms that SHI International Corp. is an authorized Licensing Solution Partner(LSP)as of the date above and is approved to provide Microsoft licensed offerings under the specific licensing programs within the specified territory or territories identified on their signed Program Designation Form(s). We make no representation about the financial strength of SHI International Corp. and third parties should make their own enquiries before entering into business relations. Regards, Glenn Morris Microsoft Sales Executive; National Microsoft Corporation North American Operation Center Novell. January 26, 2015 SHI International Corp. 290 Davidson Avenue Somerset, NJ 08873 RE Novell Partner Authorization Status To Whom It May Concern. This letter shall serve as confirmation that SHI International Corp. is an active Novell Gold Software Service Agent in the United States and Canada for all Novell/SUSE product lines. Should you have any questions or need anything further, please feel free to contact me at (801) 861-1573. Best Regards, Kristy L. Tingler Contract Negotiator Contracts Department Novell, Inc. 1800 S.Novell Place,Provo, Utah 84606 www.novell.com ware, VMware,Inc. 3401 f illview Avenue (877)486-9273 main www ymware com Palo Alto,CA 94304 (650)427-5001 fax January 7, 2015, Re. Letter of Endorsement To Whom It May Concern Please be advised that SHI is an active and compliant partner in VMware's Reseller Partner Program. SHI has been a member in good standing since 2006. SHI is allowed to resell all VMware products in all 50 states and Canada. Please contact me directly if any additional information is required. Contract documentation is reviewed by VMware's legal department if necessary,. Regards, Daniel Brodeur Senior Director of National Partners VMware 4225 Naperville Road Lisle IL, 60532 (630)215-8529 dbrodeur@vmware.com `+/ Sym,antei 1/27/2015 SHI International Corp 290 Davidson Avenue Somerset, New Jersey 08873 Subject: Confirmation of Symantec Partner Program Membership Enrollment To Whom It May Concern, This serves to confirm that SHI International Corp is a current member of the Symantec Partner Program (SPP)and has been since 112/2002, SHI International Corp has met the membership requirements of a Symantec Platinum Partner tier partner, is in good standing, and holds the following Symantec Competency membership/s, recognizing their demonstrated proficiency in the below solution and delivery areas, and as published on the Partotgl_fl_{�catgr. Archiving-Expert Dynamic Storage and Continuity-Principal Data Security-Expert eDiscovery-Principal ....... ...-.. .. m.....m. ..... ........_ . Endpoint Security-Expert Endpoint Management-Principal Enterprise Backup and Recovery-Expert Security Monitoring and Management-Principal Gateway Security-Expert Mid-Market Backup and Recovery-Expert -'-"'--""--'-"-_._.___....-...-__....-_...._._.__.._..e..._.......-......._._,' Mobility- Expert SHI International Corp has rights to advertise its status as a partner under the SPP, provided that any such rights and obligations are carried out in accordance with, including but not limited to, the SPP Agreement entered into between Symantec Corporation and SHI International Corp, and any additional, applicable policies or guidelines contained on the Symantec PartnerNet Portal. Thank you, John Emard Sr, Director, NAM Channel Operations& Programs NAM Sales and Marketing Organization Symantec Corporation ATTACHMENT B RESPONSE TO SCOPE OF WORK— METHODOLOGY Provide a response to each item below, using attachments where necessary. Each narrative item response should demonstrate ability to satisfy the Scope of Work. Limit response to experience directly relevant to this solicitation The narrative shall include a response to all elements state or referred to in each item. All information contained in the proposal shall be current and factual. Failure to provide complete and accurate responses to the following items may have a negative impact on the evaluation of the Offer. Instructions: All materials must be in electronic format that can be received in ProcureAZ((httt5/f x}—eocure. z.gav,),the State of Arizona's electronic procurement system. a. Responses should be comprehensive, but concise,addressing specifics with minimal extraneous information. b. Responses should address the respective requirements set forth in SECTION 3: Scope of Work c. Response to all questions, even if you answer is "Not Applicable". d. Label your response"ATTACHMENT B_Methodology_companyname"and state the question number being addressed. e. Narrative response is limited to twenty-five(25) pages. Any narrative response received in excess of the twenty-five(25) pages may not be considered to be a part of the proposal. f. Additional attached information shall indicate the item number and heading being referenced as it appears below. g. The above additional attached information should also include a header labeled, "ATTACHMENT B_Methodology_companyname_name of additional information" h. Additional attached information is not included as part of the page total. 1. Offeror shall describe its overall approach to providing solicited services. Include how Offeror plans to meet or exceed requirements of the Scope of Work and Terms and Conditions. SHI Response: SHI has extensive experience administering Software Value Added Reseller contracts of this nature, and we are confident that we will meet and exceed the requirements of the Scope of Work and Terms and Conditions. In fact, SHI has enjoyed the opportunity to work with NASPO ValuePoint and the Participating States under the current SVAR contract, and we have taken pride in our ability to administer the agreement to the maximum benefit of the contract users. We understand the intracacies of implementing and maintaining a contract of this nature, supporting multiple state agencies and municipalities, When we enter into an agreement of this magnitude, we take great care to implement support and service plans to meet the needs of each State, while also supporting each indivual agency, city, county, township, school district and higher education institution. Since SHI has supported the NASPO ValuePoint SVAR contract in the past, our implementation will be seamless. Not only have we already proven that we can meet and exceed the requirements, we are ready to do so immediately upon award of the new agreement as well. Following are some of the steps that SHI takes to ensure the success of our current agreement and to maximize the value to the Participating Members. We will continue with these services for the term of the new contract and will continue to engage with both NASPO ValuePoint and the Participating States to identify areas where we can increase the value we provide. Account Management&Training—SHI has already identified the members of the Account Teams who support the Participating States--including Account Executives, Inside Account Executives, and Inside Account Managers. The teams meet regularly to discuss the contract, to ensure everyone understands the terms and conditions, and to discuss areas in which SHI is offering, or can offer, additional services in support of the Participating States. Furthermore, SHI's Account Executives regularly meet with individual entities to discuss their purchase history and Volume Licensing 1 1 P a g e Agreements. We have established a Customer Business Review which is designed to inform agencies about their purchasing history and identify opportunities for consolidation or more efficient use of pricing agreements. We will continue to provide these services with the award of the new NASPO ValuePoint SVAR contract. Upon award of this contract, SHI will provide training to educate contract users on the new agreement, including training on any new or updated individual State requirements. As appropriate, we will also hire additional Account Executives in Participating States to ensure appropriate coverage for all Government and Education entities. SHI's Account Executive(s)will meet with the State Procurement Office and/or Administration Office for each State to set the timeline for implementation of the new contract and Participating Addenda, and discuss specific procurement and policy intitiatives designed by the State. Some examples may include topics such as: Centralized Procurement Policies and Dollar Values, State Specific Software Volume Licensing Agreements, Volume Licensing Key Codes, Enterprise Level Agreement and Bulk Purchases,Authorization Processes, Contract Document Signatories and Processes, Website Review and Discussion, Communication of SHI and the SHI Account Team, State IT Events and Tech Days. SHI's Account Executive(s)will also work directly with each State to ensure the completion of the updated website, and verify document procedures and policies for the SHI Inside Sales Team, SHI's Account Executive(s)will also meet with State Agencies, Cities, Counties and Municipalities to better understand their goals and objectives, purchasing policies, agreements established at the local level, volume licensing management and key code/order confirmation distribution policies. Of course, these will not just be one-time conversations, but rather ongoing communications. Licensing Programs—SHI regularly reviews all Participating States' Software Volume Licensing Programs to ensure that they are all up to date, and to provide any necessary paperwork and/or procedures for transitioning any Volume Licensing Programs which will be new to SHI. The SHI Account Executives also hold meetings with the Software Publisher Representatives for each State to discuss the State's current and future business iniatives. SHI understands the importance of the relationship between the State, Publisher and Reseller, and we believe that open communication among all three parties is the best strategy to meet the needs of each State. Upon award of this contract, SHI will continue to provide these services and will schedule meetings with key Publishers and each State to discusss purchase history, program changes, and any current or upcoming promotions. When SHI is involved in setting up a new Volume Licensing Agreement for any State, whether it is at the outset of a SVAR contract or anytime during the contract term, we perform extensive analysis to assist the State in understanding the different Volume Licensing Agreements available and the cost savings between the various Publisher Agreements. SHI invests time in educating each State on the various Software Volume Licensing Agreements, and then assisting the State with any Publisher paperwork necessary to implement the Agreements. SHI's Software Licensing Team is fully engaged with the Account Executive and the State Procurement Officer and Contract Administrator to ensure a smooth process with their Licensing Agreements and assist with the following: Contract negotiation and support Program requirements and review Impact/cost analysis Price validation Best-practice recommendations Organization-wide training, education, reporting and milestone tracking Performance metrics and customized reporting Organization-wide standardization of contract compliance Expiration Tracking and renewals notification Maintenance, Subscription and Support License Confirmations and proof-of-purchase documents Cost-Savings, cost-avoidance analysis Allocation and tracking of pre-paid software license agreements Electronic Software Distribution Media duplication and distribution Working with Current and New Vendors—SHI adds vendors and products to our databases every day. Our flexibility, breadth of offering, and willingness to evolve along with our customers' changing needs are unique strengths that SHI happily leverages for our customers. Upon award of the new contract, SHI will continue to work with each of the publishers named within Attachment C1 (Pricing Submission Sheet), as well as additional publishers not specifically named in Attachment C1, to make sure we are on the same page and ready to support the new agreement, And of course, we will also reach out to new vendors upon request of contract users, or when we identify new technologies that we believe contract users will want to be able to purchase. We expect that the publishers will have varying policies and requirements for SHI and for the contract users. Some publishers have additional T's and C's that they will need contract users to review, and some even have their own 2 1 P a g e agreement for which they will require customer signature. Typically, our Contracts Specialists review the required terms and complete any paperwork that is required of SHI. We also help contract users to navigate through those processes for any paperwork or signatures that the publishers require of the customers. The members of each State's Account Team and SHI's Catalog Team then work together to add the products to the State's customized on-line product catalog. Web Site—SHI will update the custom product catalog for each State according to the contracted pricing and the State requirements for product inclusion. SHI also offers training sessions and advertises the available training sessions to contract users. Introductions& Marketing—SHI has a marketing plan for the contract to ensure maximum participation. The contract renewal is a good time to review the plan to make changes and improvements as needed. We will work with the individual states on appropriate timing, and appropriate venues for any face-to-face marketing initiatives. SHI's implementation/transition plan for the new contract provides for a smooth and seamless experience for the States included in the NASPO ValuePoint SVAR agreement, whether they are initial participants or opt to join the contract during the agreement term. SHI's marketing or outreach to all the participating entities on the contracts we hold is a multi-prong approach: • SHI's CRM System has been uploaded with every public entity within each State. Each State's Account Executives establish a relationship with each purchasing agent/buyer and IT administrator within the organization and update our CRM so that we can verify that they have been reached. The SHI Account Executive discusses the contract with them and provides them with contact information,website information, and contract guidelines for working with SHI. SHI's Account Executives are proactive in their approach with our customers and prospects, and they regularly engage in on-site meetings and joint phone calls with our publisher representatives. • SHI's Inside Sales Team members walk individual customers through our www.shi.com website where customers can create quotes, purchase items, obtain order status, and generate reports of their purchases. • SHI's marketing team subscribes our new CRM contacts to SHI's monthly newsletter, which contains helpful information on SHI's publishers, new products and promotions, changes to programs, and industry news. • SHI participates in statewide and local vendor events. SHI Account Executives and publisher partners meet with all available entities and discuss SHI's support plan and our partners' solutions. • SHI works with each State to create timely and meaningful Tech Days for individual state and local entities to attend to learn about new solutions for their IT environments. Each of these elements come together to ensure that SHI meets or exceeds the requirements of the Scope of Work and Terms and Conditions. Here is what one our customers has to say about her organization's experience working with SHI under the current NASPO SVAR agreement: 11 working with SHI to procure our software and maintenance has been a great experience. Our Account Manager is very hands on and her inside sales team is fast and efficient. They are responsive to our requests, have answered tough licensing questions(they have product specialists besides the regional teams who can dive deeper into the product if need be), keep a record of our purchases and our maintenance renewal dates, and have made the quote/PO/invoice process smooth. They are quick to communicate that they have received our requests and provide updates as the information becomes available." - Jennifer Jensen, City of Scottsdale, Arizona 2. Per Section 3.1.3,the SVAR shall Develop and Maintain Website. Describe the website to be established for a state. Address that website's functionalities or special features. You may supplement this response with illustrative screen prints (no more than 10)from one of your company's existing websites. Taking into account the requirements of Section 3.1.3, address at a minimum: 2.1 Home page appearance and information, SHI Response: The SHI.COM home page(www.publicsector.shidirect.com) provides news announcements, links to industry information, and links to the SHI Blog. Once the customer selects the proper vertical (government or education) and their State, they will see their customized home page, where SHI provides information specific to the State and the NASPO contract, including: 3 1 P a g e • Account team contact information • News articles • Customized product catalog • Contract information Links to quotes, order status, and tracking details SHI also offers the flexibility to create and post additional content that is specific to the NASPO ValuePoint SVAR contract, and/or to an individual Participating States' purchasing rules or preferences. An example welcome page is shown below: Me o . 16 Welcome to the SHI Catalog for Arizona Govi n.md«wwo,ee.a,rwoe,�n w.nwo..s",re,w,.aamnwr,:. .....,ame n..ro,uromm:,rwrir,..as it rown.. arc,ew.00ro wn.romx ... fi.b% uSierin. :.nvunu s1 c omnrianuni R-11 um�c rmRam.aom imev.mrnn mro �'p�ww�fiD��e,J��yy mwer.m,Fwe nou d.ra H'rw�aW am m..isear. o wr AdIWAIrrwirvox�pepou .......a. �tlIM"mFlwi�ilM1iml�Fl a ms-s.rima.ww_.�uw U raamwr�r.m u•__ .vs- .«,ew r<+. .,b+m..R�`r,c IMm"tlpMV" ""^+. '.,•,x.,,�'^' �.�Mw"'. m°,�,py" 2.2 On-line tutorials, SHI Response: SHI offers webinar tutorials for the navigation of our web site. In addition, the members of your Account Team and the SHI Web Administration Team are available to assist with navigation and any technical issues that may arise. 2.3 Product catalog (include searchable fields, products to be included, how license information is provided), SHI Response: SHI has created a customized product catalog to reflect the products and pricing under the NASPO ValuePoint SVAR agreement. With thousands of software publishers already available to NASPO ValuePoint SVAR customers within our master catalog, the updated catalog will be available—and robust—immediately upon implementation of the new contract. While the master catalog will be available to all Participating States, each individual customer under this contract will also have the opportunity to request their own customized product catalog based upon any customer-specific needs. Upon award of the contract and throughout the term of our agreement, SHI updates the product catalog to reflect any product changes. Customers can search by keyword, then filter the seach results by various criteria, such as: • Contract • Manufacturer • Product Type • Licensing Program • Platform 4 1 P a g e Some examples of searches are shown below. 4s -y.Ier, fl 7r, rjy,� Lr�: p JYr Pno Mn,O,,CIt,lnlprMM Fi Emc Nnrell Opemllonry Cenlerlii,vgralion J nLnpun[mi nn�uC')Ill\-liruiu rin MnJu.mtMCPOM-liwnie MW AI I r uIfH4 eUl sa.rn fW� am, M Id wlrma Ro rv.+v t-naau n,mr,.ra4r.y,.ru r��.,r�mlmn-urn���.,� �nn.o min.raa x{caroan iliim ISM WI rrn Adobe Acrobat Pro DC 2015 - license Cory:Den op publ✓oV P,odud Vnan(t:$Io,0. vailablli{y.In Stock OuatytiiV to OrdeL Y'. if' y(.'untr'acls:4nspna'NSCA 9oHmem Vnn o MVI Within the product catalog, SHI provides detailed product specifications. Please see one such example below: RWua1 tl:YMfDir LM[ddbn:N1'a 4:rA>wo_f.:1115.,.�<rnn I�>...1 CV —i31.'i xn.lx µa.wviEMw MSP 53.2 OJ 0. )re ,NM1r iCu�,/4N{ Mw+• '... 1YA1F%gym%1mn'415}{�ryMµyrx.4 py' V .u.. .aax F..Lu e .o<iwae n\4+n sr....mv iveNi N\ .wv,w nvmn x...rmovrw-w" e4�'gQ4]j"' �nMni01Yb 4W q.l Way.n..lr�gian k cwragY:o..snr a'o.ra� o.r.w,wama dF pt{�Y yyy�ay ..x.•rxn n rnl.YafiA.. � �mr x S � Page 2.4 Links SHI Response: SHI has created a website and custom catalog for our current NASPO ValuePoint SVAR contract. Upon award of this contract to SHI, we will work with NASPO ValuePoint and each Participating State to review the catalog and requirements for each State, and to make the appropriate updates. As an example, following is a link to the current catalog for State of Arizona Government. Note that each Participating State has its own home page at SHI.COM. htt 11www. ublicsector.shid'irect.coirnWglaz In addition to the functionality described above, SHI's website also provides our customers with links to valuable information such as the SHI Blog, SHI Newsletters, and customer-specific Account Team contact information. 2.5 Downloadable standard reports. Include: 2.5.1 How information is controlled and sorted (e.g.what information LSCA can access); SHI Response: SHI provides online order status and reporting for all orders placed with SHI, whether the orders are submitted online or directly to the Account Team. Access to the order information is controlled by the permissions assigned to each individual user name. The order data is tied to a specific customer account, and the individual accounts are then grouped together to accommodate reporting groups that match the customer's organizational hierarchy. For example, individual departments can be grouped with cities and counties to allow reporting across an entire local government entity or an entire State. Additionally, SHI tracks all contract data at the highest level of the hierarchy, allowing us to provide reports across the entire NASPO ValuePoint SVAR contract. In short, SHI makes it simple for all contract users to access the reporting information that they need. Whether the reporting requirement is for a single agency looking for the history of their purchases only, or for a Participating State that wants to understand statewide purchasing trends, or for the LSCA to review a comprehensive report of all NASPO ValuePoint SVAR purchases, the process to access that report is fast and intuitive. The following lists the standard fields that are available within a standard, detailed report: Customer Name Manufacturer Name Manufacturer Part Number Product Description Version Operating System Media Language Product Type License Program License Pool License Level License Point Value Maintenance Term Maintenance Time Remaining UNSPSC Number UNSPSC Segment UNSPSC Family UNSPSC Class UNSPSC Commodity Order Date SHI Order Number Invoice Number Ship Date SHI Part Number Quantity Unit Price Extended Price Customer PO Ship to Company Ship to Address Ship to City Ship to State Ship to Zip Code In addition to the data fields above, SHI will create customized data fields for any customer who wishes to capture additional information, and the customer would then have access to reporting based upon those additional fields. Current SVAR customers find this custom capability helpful for tracking purchases, expenditures, and chargebacks. SHI works with each individual account, as well as NASPO ValuePoint as a whole, to understand reporting requirements and to ensure we continue to meet and exceed those requirements. 2.5.2 How state Procurement Officer can obtain purchasing profile for Users and volume in State, SHI Response: The State Procurement Officers will be granted a higher level of access, allowing them to run reports and view activity across authorized users. 2.5.3 How an individual User can obtain only their information. 6 1 P a g e SHI Response: The level of access any user has is determined by the permissions assigned. The Account Teams and SHI's Web Administration Team works with the customer to understand their needs for user authorization and access to information. Those users who only need access to their own purchase history are limited. Likewise, those users who need higher level will have the appropriate access rights. 2.6 How website is monitored, kept current and accurate. SHI Response: The contents of SHI's web site and the catalog are kept up to date using data feeds from our suppliers. We make daily updates to product information and pricing, ensuring that contract users are always accessing the latest products and at the correct price. 3. Describe your Company's method for tracking software licenses and ensuring that Participating States receive timely notifications of renewals or are advised of volume agreement opportunities or vulnerabilities,etc. SHI Response: SHI has earned a reputation as the most effective license provider in the industry. Our software procurement consulting services and expertise, our license tracking and reporting capabilities, our robust Software Asset Management(SAM)tools, and our commitment to operational excellence all work together to make it easy for our customers to choose the licensing programs that are right for them, and to effectively manage those programs. Our tracking abilities relieve our customers of the burden of managing their purchases. We understand that without the processes and checks and balances that we have in place, the opportunity for error in tracking license purchases is tremendous. SHI's license tracking system and workflow have been automated to enforce purchasing rules and to minimize errors. The process begins with the creation of part numbers within SHI's system. Each of SHI's SKU numbers have various attributes associated with them—among them are Product Type, Manufacturer Name, Program Name, Program Level, and Pool. These attributes trigger the license purchase process within our order entry system. So, our system knows that products that have Types of"License Only", "Maintenance Only", or"License with Maintenance' are non-deliverable items. In addition, each SKU is identified according the manufacturer name, Licensing Program name, Purchasing Level, and Pool, as applicable. An example is Manufacturer=Microsoft, Licensing Program=Select Plus, Purchasing Level=D, Pool=Systems. The price for this SHI SKU will always reflect the current price for the product purchased under the Microsoft Select license at purchasing level D. The next step within the process is to identify those customers within our order entry system who have software Volume License Agreements (VLAs). Once the VLA has been processed with the manufacturer, the SHI Licensing Representatives link the customer's account key in SHI's order entry system to the appropriate licensing agreements, including the contract number, enrollment number, purchasing level, the anniversary dates, and the maintenance dates. The customer's Account Executive works with the Licensing Representatives to ensure that all contract data is accurate. By identifying this information at the account level, SHI ensures the accuracy of our data capture and reporting to both the customer and the Software Publisher. Once those steps have been completed, your SHI Inside Account Manager can process orders within SHI's systems. Using the data described above, SHI's order entry system compares the customer account to the SHI SKU and validates that the order is being entered correctly. Amaew..A Name \ Customer Account in J SHI product SKU Order Entry I /� �"� attributes Pamjlaa,ng Lever Once the order entry system has verified the data, it will present the IAM with the appropriate agreement and enrollment numbers for that customer. The IAM simply selects the correct agreement and enrollment, eliminating the opportunity for a 7 1 P a g e data entry error. In addition, the system will populate the appropriate price for the customer's purchasing level, again eliminating the possibility for invoice errors. Additionally, SHI's systems effectively track Maintenance Expiration Dates so that we can provide prompt, proactive notification to our customers for Maintenance Renewal purposes. SHI supports and can track Maintenance Programs that have co-terminus expiration and are pro-rated, or non co-terminus programs. Maintenance Tracking and Renewal Notification capabilities are available for all programs and Maintenance purchases made through SHI, whether the purchases are made via a Volume License Agreement or another maintenance program. 3.1 The standard sort-able data fields established for these records. SHI Response: It is important to note that SHI not only collects the standard fields we need to process each order, but we also have the ability to collect customized data fields for each individual customer, The following are the standard data fields available, today: Customer Name Manufacturer Name Manufacturer Part Number Product Description Version Operating System Media Language Product Type License Program License Pool License Level License Point Value Maintenance Term Maintenance Time Remaining UNSPSC Number UNSPSC Segment UNSPSC Family UNSPSC Class UNSPSC Commodity Order Date SHI Order Number Invoice Number Ship Date SHI Part Number Quantity Unit Price Extended Price Customer PO Ship to Company Ship to Address Ship to City Ship to State Ship to Zip Code 3.2 The information tracked on behalf of Participating States. SHI Response: SHI makes all NASPO ValuePoint SVAR required reporting available by State to each Participating State, and we also have the ability to provide customized reports as requested by each Participating State. In addition to the standard fields described above, SHI also has the capability to collect customized data fields, which can be established at the NASPO ValuePoint Level, at the Participating State level, and/or per individual customer. We are pleased to offer both standard and customized reports to each Participating State, in addition to the overall NASPO contract reporting. 3.3 How reminders of significant dates or volume plateaus are triggered. Include how your Company, as a partner with the Participating State, communicates with the State to ensure no deadlines are missed or opportunities unexplored. SHI Response: SHI understands that it can be a challenge for organizations to proactively track all expiring IT maintenance and support agreements. With inconsistent renewal dates across manufacturers and/or products, some organizations may rely on the publishers and manufacturers to provide renewal notification. SHI provides a more reliable solution: The Polaris Renewal Organizer(PRO). Available as a value add to SHI customers only, and at no additional cost, PRO compiles your technology renewals in a centralized, rolling 36-month timeline for simplified budgeting and renewal management. The tool is deliveed via an interactive on-line portal, with 24/7/365 availability. Following is an example of what a customer can expect to see using the PRO Timeline: 8 1 P a g e m p um RUp,. .muiw .mn�� IN` .muui -4, "I'm" a+�w- mmy, .-mo, "a" mAin� �or, -"upu. „Q), --mw- -.wuv "0. q @MNOI IN�i��MriI 4N&i li " r 1 .j.�r;l ��, ., l - t irm.f".:,iumrumiurra. ur unm W 'Emsewmwu�u�wwww mmonyo �llD�m- ,unn,. 0- emir- -Id" VP11, .Alice -g+/,p,. aft, -silo -01. -A, nCr- As described above, SHI collects the maintenance expiration date in our order entry system each time a customer purchases maintenance. Through our PRO Renewal Management Service, SHI provides visibility and clarity around renewals to each agency, thus complementing the workflow of their own software renewal lifecycle efforts. These efficiencies support our customers' existing operating processes and in some instances SHI's PRO service even replaces or fills a void in our customers' existing workflows, freeing up our customers' time for other activities. Participating States will receive the following benefits, Improved management of technology and renewals, as SHI provides proactive notification of maintenance renewal periods for all relevant technologies in your environment Improved budgeting and ordering efficiencies More support(road maps, licenses options, potential for volume purchasing) Reduce overall maintenance spend by avoiding unnecessary costs associated with inappropriate software publisher buying programs (e,g., contractual vs transactional licensing programs, individual vs. cumulative spend, etc.) Reduce overhead (makes it much easier to manage multiple suppliers) Simple setup, SHI guides customers through the onboarding and acquisition stage No cost and no risk to initiate the service Assistance with negotiating with the Publishers to co-term maintenance contracts, when permitted by Publishers' licensing programs 4. Describe your Company's method of ensuring a Participating State receives documentation of Proof of License that can be provided to requestors (e.g.auditors, in response to FOIA requests, etc) 4.1 Describe process for providing Proof of License to a buyer. Provide a sample Proof of License. SHI Response: SHI understands that many customers require a deliverable with all purchases, and many Publishers' Volume License Agreements themselves do not meet this need, While proof of license may be obtained for some Publishers through the Publisher licensing web site, for example the Microsoft Volume Licensing Service Center (VLSC), similar web sites may not be available for all of the Participating States' licensing programs. To standardize a tracking method across all licensing programs, SHI has established a service through which we provide automatic license confirmations to our customers. At the time of order placement, your Inside Account Manager can enter the Email address of the end user (or other representative within the customer's organization who should receive the license confirmation, e.g. IT Manager). SHI's systems will automatically send the license confirmation to that Email address. Many of our customers use this service to "receive" the product so that their Accounting Department can pay the invoice, or to hold on file as a back-up copy of their proof of license. SHI is including a Sample Proof of License and a Sample Order Confirmation as attachments to this document. (ATTACHMENT B_Methodology_SHI_License Confirmation.pdf and ATTACHMENT B_Methodology_SHI_Order Confirmation.pdf). Please note that upon the customer's request, SHI can include the License Key information for software installation on the Order Confirmation. 9 1 P a g e 4.2 Explain method of retaining back-up copies of Proof of License. State how quickly a duplicate copy can be provided. SHI Response: SHI maintains all purchase history data in our order entry system. At any time, we can re-send the license confirmation, the invoice, or a sell-through report to provide proof of license for a customer. In most cases, this duplicate copy may be provided within four business hours of the customer request. 4.3 Describe how your Company partners with a State to demonstrate accuracy of licensing information to a publisher(aka a "True Up"), SHI Response: SHI is well-recognized in the industry for our reporting capabilities, and the Software Publishers whose products we offer accept SHI's reports as proof of license. Our reports carry all of the information required by the SIIA and the Software Publishers to serve as proof of purchase—including the purchase date, the product number, description, and quantity. We will work with each contract user and the Software Publishers during times when licensing compliance must be demonstrated (e.g. during True-ups) to ensure that accurate licensing information is provided. Additionally, SHI can produce copies of invoices to support each report transaction, as needed. 5. Reports 5.1 Describe standard reports which can be generated for a State (other than downloadable reports addressed earlier). Provide sample reports. SHI Response: SHI offers a wide range of reports, both standard and custom. The following lists the standard fields that are available within a standard detailed report. Customer Name Manufacturer Name Manufacturer Part Number Product Description Version Operating System Media Language Product Type License Program License Pool License Level License Point Value Maintenance Term Maintenance Time Remaining UNSPSC Number UNSPSC Segment UNSPSC Family UNSPSC Class UNSPSC Commodity Order Date SHI Order Number Invoice Number Ship Date SHI Part Number Quantity Unit Price Extended Price Customer PO Ship to Company Ship to Address Ship to City Ship to State Ship to Zip Code The descriptions below represent just some of the standard report formats that are available. Reports are available weekly, monthly, quarterly, or ad hoc. SHI does not charge for the reports we provide. Sales History Reports These standard reports provide an overview of your purchases from SHI. As mentioned previously, our system allows for the tracking of Customer Specific Fields, therefore we are able to generate these reports in many ways. SHI will provide these reports in any time frame that you require, and in one of three formats: detail of all transactions, summary by part number, or summary by manufacturer name. Contract Invoice Detail—details the purchases by contract number. => Manufacturer Profile—Summarizes purchases over the past 12 months by manufacturer name. Invoice Details—provides detailed transactions and can be run for selected manufacturers or across all manufacturers. The report can detail each transaction or summarize the spend by part number. Spend by Customer, by State, or for all NASPO ValuePoint—to put the right information in the right hands, each of the above reports can be pulled based on a specific organization, State, or across the entire contract. Reports are available on-line to those customers who have the authorization level to run reports or can be requested through your Account Team. 101Page SHI is including some Sample Reports as attachments to this document. Please note that the reports provided are just a few examples of our capabilities. Our reports are fully customizable to meet each of our customers' unique needs. Please see ATTACHMENT B_Methodology_SH]_Sample Reports.docx and ATTACHMENT B_Methodology_SHI_NASPO Contract Reporting.xlsx. 5.2 Describe on-line, real time, reporting capabilities using established state website reports. 5.2.1 Standard Reports. Provide sample reports. 5.2.2 Reports that can be generated by the LSCA. 5.2.3 Reports that can be generated by the Participating State. Provide sample reports. 5.2.4 Reports that can be generated by the User agency. Provide sample reports. SHI Response: SHI provides an online tool for generating reports. The user's ability to run reports online is based on permissions assigned to the user names, therefore the LSCA, any authorized users within each Participating State, and any authorized users in the User Agencies will be permitted to run reports specific to their level of access. While the report options will be the same, the reporting results will be customized. In other words, the LSCA will be able to run reports based on purchases under the contract and across the Participating States. The authorized representatives within the Participating States and User Agencies will be able to run reports according to the level of data to which they have access (i.e. statewide or specific department/agency within the State). SHI customers may access reports by requesting them from their Account Team or by running reports directly from our website. To run a report online, the user will simply select the report type and the date range for the report, and then the Email address or addresses for delivery of the report. In addition, the user may select the desired report format, i.e. Microsoft Excel, html, tab delimited text file, or fixed width text file. Once the form is complete, our server will run the report and send the Email with an attachment in the requested format. Our web-based reporting tool delivers 95% of all reports within 5 minutes. SHI has the ability to provide more than 25 different types of standard reports for customers, depending upon the type of information and level of detail that the customer wishes to see. Reporting information is viewable online or available as an export to a file (as described above). SHI is including some Sample Reports as attachments to this document. Please note that the reports provided are just a few examples of our capabilities. Our reports are fully customizable to meet each of our customers' unique needs. Please see ATTACHMENT B_Methodology_SHI_Sample Reports.docx and ATTACHMENT B_Methodology_SHI_NASPO Contract Reporting.xlsx. 5.3 Address whether your Company is able to provide"Custom Reports'as an optional service to Participating States, should State determine to utilize this service?(See Section 3: Scope of Work, 3.7.3 Custom Reports) SHI Response: Yes, SHI is able to provide Custom Reports for any State which wishes to utilize this service, SHI fully understands NASPO ValuePoint's need for flexibility in reporting. In addition to the standard data we capture for each order, SHI also has the ability to capture custom fields as requested by our customers; these fields are customizable at the customer billing account level. SHI works with each Participating State and User Agency under the contract to understand their reporting needs and to ensure we are capturing the data required. Once the information is captured in our order entry system, it is available for inclusion on reports and invoices. SHI is already providing these types of custom reports to many NASPO ValuePoint SVAR contract users today, and we will also review these requirements upon award of contract and make any necessary changes or additions. 6. Describe how your Company works with a State and publisher to maximize the State's value in obtaining products and services under this contract. Description is to address, but is not limited to, the following: 6.1 Working with a State and a publisher to assist the State in managing their volume or enterprise license agreements. 111Page SHI Response: SHI is proud to support the software licensing requirements of the Participating States today, and we look forward to continuing to provide this support under the new contract award. Our Account Executives are knowledgeable about and experienced with the Software Publisher Licensing Agreements, and our Software Licensing Department is staffed with specialists who are available to meet with our customers, to discuss their licensing requirements, and to review their options for meeting those requirements in the most advantageous way possible. SHI regularly works with each Participating State and each applicable Publisher to provide the following services: • Review current agreements to assist the customers in understanding the terms and to ensure the licensing agreements meet the customers' current needs, • Assist with allocation of licensing benefits (e.g. Microsoft SA benefits such as training days and the Home Use Program)to help customers achieve maximum value from each licensing agreement. 4 Track license purchases, review purchase history, and discuss forecasts and future plans to identify current agreements that may be re-leveled, or additional agreements that may be of value. o Recommend new volume licensing agreements or alternatives to the software Publishers on our customers' behalf, and proactively assist with negotiations, paperwork, and implementations. • During Customer Business Review Meetings, SHI Account Executives review the customers' purchases to ensure they are on track with their license commitments and contract milestones, and to help customers plan and budget. 6.2 Working with a State and publisher to maximize the leverage created by the total sales volume from a State and its cooperative partners to ensure best value to all State's. SHI Response: SHI understands that our customers, and especially our public sector customers, need to reduce costs, identify areas for savings, and ensure that they are achieving best value for their IT spend SHI will continue to work with all of the Participating States and individual contract users to identify savings not only within each State, but across all NASPO ValuePoint participants, whenever possible. SHI is not always the only source for a particular software title. However, we do possess a unique advantage in the industry. Our knowledgeable team members, long history with public sector customers, and top-level Publisher relationships all allow us to understand how to leverage our customers' cumulative purchase history and volume in order to better manage the Software Contracts, consolidate the spend, and identify areas for cost savings. Every day, SHI identifies ways that our customers can reduce their expenditures on IT software. We partner with our customers, and we negotiate on their behalf, in order to obtain the most favorable terms possible The following demonstrates some of the ways we identify cost savings opportunities for our customers today. Licensing—Whenever possible, the SHI Account Team provides quotes for licenses, rather than shrink-wrap software; licensing options can offer tremendous savings over shrink-wrap. Even within licensing programs, there are often additional nuances to consider. For example: Transactional Licensing Programs —These types of licensing programs can offer significant savings to customers who purchase in large quantities, but who are not able to make a contractual commitment or forecast buying estimates. These license programs usually require a first time buy-in (sometimes as few as 1-5 licenses will qualify), which sets the discount level. The terms and conditions will vary by publisher, but whenever a purchase is eligible for these discounts,the SHI Inside Account Managers will provide the information to the customer at the time of quote. The SHI Account Executives will also identify these types of opportunities during meetings with each Participating State, to provide additional visibility to savings opportunities. Contractual Licensing Programs—SHI Account Executives regularly make recommendations for contractual licensing programs after reviewing each customer's, and each States, purchase history. These opportunities cannot usually be identified based on single quotes; instead the AE uses SHI's comprehensive purchase history reports to monitor each customer's purchases overtime. The SHI AE not only reviews one-off purchases to identify opportunities for new Volume License Agreements, but also reviews all purchases under existing agreements and makes recommendations for when a customer should be negotiating for higher discount levels and/or better terms. o Discount for shrink-wrap—If a particular customer has purchased and/or will purchase a single product in large volume, but the software publisher does not offer a licensing program, that customer still may be able to receive a 12 Page better discount. In these cases, SHI Account Executives work with the publisher and the contract user to forecast volumes and to negotiate pricing on those forecasts. The publisher may allow for special pricing for purchases over time, in which case SHI creates a SKU within our order entry system that can only be used by that contract user and that reflects the additional discount In another scenario, the publisher may require a one-time volume buy-in. In this case, SHI can hold the inventory in our warehouse and ship the product on an as-need basis to the customer site. Again, these products would be inventoried under a State-specific SKU, so no other customer can purchase that inventory. One-off Price Discounts—SHI is experienced at negotiating one-off price discounts based on volume on a case- by-case basis. When your SHI sales team receives an inquiry for a large quantity of products, the team will make every effort to negotiate an additional discount with the software publisher. SHI will then pass this additional discount through to the State. License Re-deployment—SHI has a tool that makes it easy to hold licenses in "virtual inventory' and then re- deploy them within the organization. This way, licenses owned by a particular group or business unit within an agency that are no longer required can be re-assigned to another business unit that needs them (subject to publisher licensing rights), thus eliminating the need to purchase those licenses again. At times SHI charges a nominal fee for this service, however the customer recognizes significant savings over procuring a net new license. Depending upon the needs of the Participating States and the flexibility of the publishers' programs, each of the cost savings opportunities mentioned above may be able to be applied at the individual customer level, the State level, or even for all NASPO ValuePoint participants. SHI's detailed reporting and regular review of spend give us the visibility and information needed to work with software publishers on your behalf and to create the most possible savings opportunities. 6.3 Working with a publisher to maximize the leverage created by the total sales volume overall resulting from this contract. SHI Response: SHI communicates regularly and at the executive level with the industry's top software publishers, and they respect the knowledge and perspective that SHI is able to offer. SHI is well-known for our active participation in contracts such as the NASPO ValuePoint SVAR contract, and for our ability to advocate on our customers' behalf for advantageous pricing and terms under a contract of this nature. With our performance under the current SVAR contract, we have already laid the groundwork for this type of leverage within the software publisher community. As one example, in 2014 SHI worked very closely with the state of Alaska and with Adobe to build out a customized Adobe Enterprise Agreement, otherwise known as an ETLA. The project required a huge effort by all three parties consisting of much analysis and a series of meetings over an extended period of time. All of these efforts ultimately allowed the state to recognize a huge return on their investment, resulting in substantial cost savings as well as providing a significant reduction in administrative cost. The cost savings became evident to the State when they realized that they would be able to leverage their bulk, cumulative spend to qualify for a custom deeply discounted Enterprise Agreement. This new Enterprise Agreement provided the State with pricing that was locked in over a multi-year term, and available to all departments regardless of their individual size or spend level. Administratively, this agreement was also very beneficial to the State because they were able to eliminate the challenges of managing multiple disparate one-off software and maintenance purchases, and instead transition to streamlined and consolidated annual payments. SHI worked with the State to provide custom invoices to each individual state department to ensure that their individual allocations of the Enterprise Agreement were appropriately distributed so that each agency could accurately plan and budget for this expenditure, which ultimately benefited the departments by turning an unpredictable capital cost into consistent and structured operational costs. This agreement allowed the State to achieve clear and substantial cost savings, while also ensuring access to the latest and greatest Adobe products and support. SHI has engaged in similar efforts with Adobe in other current Participating States as well, and our efforts have been so successful that we are continuing to roll out this formula in additional States as well. And of course, this is just one example of our partnership with one publisher. We have achieved these types of successes across all Participating States, and for a wide range of software publishers. In short, SHI has the people, the processes, the licensing expertise, the industry credibility, and the desire to help all NASPO ValuePoint SVAR participants to access better licensing options and achieve greater savings than they would have otherwise been able to accomplish. 6.4 Working with State and publisher to obtain the best quote on a high volume purchase. 131Page SHI Response: SHI regularly works with our customers and our publisher partners to obtain the best quote on a high volume purchase. At times, the customer brings it to our attention that they are planning a large buy. At other times, we notice a trend of increased spend for a particular publisher or product and we bring it to our customers' attention. In either case, we proactively work with our internal licensing and purchasing teams, the publishers, and if applicable the publishers' authorized distributors to determine all options for the most economical purchase. One recent example occurred when the SHI Account Executive working with the State of Montana noticed a trend where there were multiple agencies within the State who were inquiring about a certain software publisher, Varonis, at around the same time. Rather than just providing standard pricing and looking at each opportunity individually, the SHI Account Executive took the opportunity to introduce the Varonis sales representative to the Montana State Contract Officer to initiate a conversation around volume savings. Working closely with Varonis and the State, SHI was able to help negotiate a set discounted price based on the forecasted cumulative spend of all departments, so that all departments could purchase independently at their discretion but benefit from the volume of all departments' purchases. 6.5 If, and how,your Company uses historical purchase information to provide targeted assistance to State, SHI Response: Yes, SHI absolutely uses historical purchase information to provide targeted assistance to the State and to each contract user. As one example of how we put this into practice, SHI Account Executives work with each State to establish a schedule for Customer Business Review meetings, typically held quarterly. While these meetings can cover a wide range of topics, including goals, SHI services, emerging technologies, and impending licensing changes, SHI Account Executives also share information regarding spend with SHI in order to identify additional areas for cost savings and provide targeted assistance to each Participating State. During this business review meeting, SHI provides customizable reports in detail and summary formats, to help customers analyze their software spend and identify potential areas for savings. SHI also provides a "dashboard" view of a customer's purchase history with SHI. SHI is including a Sample Customer Business Summary on the page which follows. 141Page "I',"", . -11- MOntldv Him"raI. , . .- . ..,,. Spend by Prod .. „ . ......._. 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I.I63,50 Z313% A000r W.)2000 11 Y% MN 256,50000 )T6% 0m 211902 00 1 p% L,w. 1 Ja.J24 DO 1 r6% Mora IR 92300 422% C< CIl3rnp 199,Ob00 113% Cam! 11tY 67 91 LO'4 arts Top Pf0dwts by SpriW tlAmrurnxi0 nIN NAM tk,,m.0 qha)651�G11 0,4U ix)(lptXYx 0t 17% 9ubvicesnn MIL� MA+mwO RiTLMYgp mvr F' 9lKell 8a. 1 Lti(NJCt)f A69% gREM+ Appbe 1N farm Yax 1DnaM Fpm Lsanae ant M691w 2 CqI. 1 S%"Xm Oda% a Lr, , F— anpw,roF car.rnw RSh Sacuay ps-c 9ARC N ms kcM1 1,19w3 S%)C( 635% R9CN[ gnualn wOalM ArtMa<IMx,t?MgnR nSryleawlJlrtn MaroMl USI00029 Malana En P.fA6.SaM&60 O'm SMYX O aS3% CMca%5,Slapup kerne L arlMara »w'alKa-I haw Gal.-uppadn Irya Ca. CAL Swc 0cr30a b Oace 365.Eawpua Wn-N Lh4119�/ 15 Page 6.6. How maintenance support is to be made available. SHI Response: All maintenance support available through SHI from the Software Publishers is included within SHI's product catalog. Depending upon the publisher, the maintenance support may be bundled with the license or may be purchased separately. When a customer has questions about how to purchase the maintenance support or what is covered in the purchase, SHI's Inside Account Managers understand these programs and provide assistance. SHI then tracks the maintenance purchase in our order entry system. In addition to the standard information captured for all purchases, SHI captures the maintenance expiration date. SHI uses this information to provide the renewal timeline on SHI.COM and renewal reports. The following is a sample of the renewal timeline: I I 1 I " IISAnN ay ... j5_ � ��� -„HJO- -M01 "r all` i .n"IN, i aNN- NO, '0 ••� � I�61�M$�A'�B19Vutir p ,.i�^�+ r i . iv;d.. �._r .,f)'), 'fff))IO VQ . r44e1..`LNVIb7�l 'C7+. 111 M1P. mr0lq -,aUba. .•Muw N11 - . 0, -wOwr- -4011 11& .1f))b� f a�. 16J) Ok Nm. ". .bf),), . -M . Ll- ° 6.7 Describe how training regarding the installation of products and use of products will be made available and how to obtain best value from it. SHI Response: At SHI,we understand that purchasing the right products at the right price is important, and of course we strive to assist our customers with selecting the best products to address their needs and helping them to acquire those products efficiently and economically. But we understand the customer's experience with their products doesn't end there, and so our involvement doesn't end there either. In order to help our customers to truly achieve best value from their IT spend, we want to support our customers in fully adopting that technology as well. As depicted on the graphic below, each of these elements are critical to understanding our customers' vision and helping them obtain best value. We regularly assist NASPO ValuePoint customers with their installation and use of products by ensuring that they receive any necessary key codes and licensing and installation information, and we also help our customers to engage with our publisher partners to discuss relevant Case Studies and best practices for product use. For customers who require additional assistance for complex use cases, SHI also provides additional fee-based services for deployment and support. 161Page Complete Value SUPPORT STRATEGY Tech nologyhealth checkskv Strategic p Ian n ing services Reporting&position statements Nest practice con%Ring Renewal management S vendor Roadmaps UPPORT GY STRATE DEPLOYMENT �nro CUSTOMER a SOLUTION DESIGNS Full lifecycleservices �� IW Tech nology assessments Migrationservices I > Proof of concepts Project management DEPLOY VISION DESIGN Assdtnormalization M IM` a rF�-�yyy TRANSACTION PROCESS PRODUCT SELECTION Custom e-commerce portals Price Modeling Financing&leasing TRANSACT SELECT Program management ' quoting&invoice management' Contract administration SHI strives to help our customers achieve best value from all their software purchases. Toward that end: k SHI provides pre-sales support teams to assist our customers with their licensing strategy and the design of the solutions that address their specific needs. SHI remains vendor agnostic in our pre-sales support, ensuring the customer is always receiving the solution that best meets their needs, rather than the needs of an individual Publisher. a SHI's teams are available to assist with the selection of the product, licensing models, and the transaction process. In most cases, the software is available for download directly from the Publishers' web sites. SHI's Software & Licensing Specialists are available to assist customers through the process and navigating the Publisher sites, • SHI supports our customers initiatives around deployment planning, product training (classroom or computer based), and post-sales support options. Many of these services are fee-based and the SHI Account Executive will assist the customer with understanding their options. 7 A significant aspect of this service is to be Value-Added Services. 7.1 Describe how your company handles the complexities related to enterprise license agreements (e-g. Microsoft EA,Adobe CLP, etc.). Include how you assist customers(especially first time customers) through this process to ensure they are comfortable moving forward, and are knowledgeable about the agreements once they are complete? SHI Response: As described throughout this proposal, SHI has many resources in place to ease the burden many organizations face in the management of the varying requirements of the Publisher's Volume License Agreements. SHI understands that there is much more involved in successfully implementing a Volume Program than just signing the contract. Each publisher has a different set of terms, conditions and requirements, which can leave a customer with the burden and expense of putting resources in place to manage their license programs. SHI offers resources to relieve our customers of that burden and expense. SHI's goal is to allow our customers to realize the benefits and cost savings from software license agreements without having to change their internal processes and/or workflow. SHI helps our customers to compile information from any pre-existing license agreements, along with the requirements of any new license programs, to establish a single source of information and minimize your license tracking requirements. SHI also helps our customers to integrate the requirements of the 171Page Publisher's Licensing Agreements with their existing procurement process to maximize the benefits. SHI stands apart from other software resellers as the Number One enterprise software advisor to the world's largest organizations with the most complex IT environments. Our success has been based on the resources we have allocated to software license program management, in support of both our customer relationships and our publisher relationships. Furthermore, SHI offers a wide range of tools and services designed to ease the management of license purchases and deployments. Our focus starts with ensuring that each customer is educated on all the options available, and continues all the way through to the Asset Management Tools that allow our customers to manage those intangible assets throughout their organization. Assisting Customers Through this Complex Process—The SHI Account Executives have the expertise, the public sector experience, and the internal resources necessary to evaluate a customer's existing system and application environment to provide an analysis of their licensing options. SHI Account Executives work closely with the Participating States to understand standards and future direction, with an emphasis on leveraging your existing install base, future rollouts, and competitive upgrades and maintenance. These efforts, combined with realistic forecasts, assist each customer with comparing the various options available and the savings realized by executing the identified Volume License Agreement. Our Licensing Department is staffed with manufacturer-dedicated and certified experts who are available to assist the Account Executives in recommending and supporting their customers' licensing agreements. They work closely with our software partners to understand the ins and outs of their complex volume licensing agreements, to ensure that SHI has the most up-to-date information available, and to distribute this information to SHI's sales force. SHI Licensing Representatives are responsible for reporting the customers' purchases to the manufacturer within the timeframe and format required. These representatives are available to assist the members of the SHI Account Team and SHI customers with questions regarding software Volume Licensing Agreements. To give you an idea of the breadth of experience within our Licensing Department, we are providing a list of licensing resources available to support this contract as an attachment to this document(ATTACHMENT B_Methodology_SHI_Software and Licensing Team.xlsx). In short, SHI understands that enterprise licensing agreements can be quite complex—but these agreements also provide significant benefits in terms of cost savings and reduced administration costs. The SHI Account Team endeavors to simplify the process for our customers, while ensuring that they receive maximum benefits from the agreements. 7.2 Describe how your company handles transitioning a group of customers from an account manager with whom they have built a relationship to an account manager who is new to them? SHI Response: There are two types of scenarios in which we would need to transition a group of customers from an account manager with whom they built a relationship to an account manager who is new to them: One scenario is if SHI has earned a new contract, and we helping a customer to transition to SHI from another reseller. SHI has a great deal of successful experience transitioning customers to our organization, and we have an implementation plan that will make the process as seamless as possible. SHI had the opportunity to work with a large number of NASPO ValuePoint SVAR customers to transition them to SHI when the term of the current SVAR contract first began. Any of our current SVAR references could provide input on their experience with this transition. And because we already have accounts and ordering processes established with these customers, the implementation of the new contract will be seamless. Another scenario during which SHI would need to transition customers to a new account manager would be for current SHI customers who are transitioning from one SHI Account Executive to a new SHI Account Executive. Because the tenure of SHI's field sales team is so high, we do not have much turnover. Most current NASPO ValuePoint SVAR customers have worked with the same SHI Field Account Executive throughout the contract term. However, we do occasionally need to transition a customer. At times, we add new members to our sales team to ensure that our current team members maintain enough bandwidth to serve our customers proactively, and this sometimes requires a transition. One way that we ensure a smooth transition is by providing our customers an Account Team approach. Our customers at SHI have access to both a field Account Executive and an Inside Sales team. There are multiple people who are familiar with each customer and understand the customer's needs and processes. We also document our customers' needs within our internal systems. These things ensure continuity during absences and vacations, as well as at a time of transition. Regardless for the reason for the transition, there are steps we take to ensure that process is smooth: 181Page 1) Hold an introductory meeting to understand the key contacts/roles within the customer and how they are organized 2) Introduce SHI key contacts—inside and outside team and ensure customer has up to date contact information and understands who to contact for specific requests 3) Discuss current processes and best practices 4) Understand the customer's goals and vision, and what are they trying to accomplish in the next 3-5 years so we can begin (or continue)to bring appropriate solutions together 5) Conduct ongoing health checks to ensure that the customer is getting the best service and gaining efficiencies where possible Here is what one current SVAR customer has to say about his organization's experience when transitioning to SHI from a previous reseller: "In September 2011, the City of Phoenix adopted the State of Arizona Software Value Added Reseller contract with SHI. Thanks to the hard work by the account manager and her inside sales team, the transition from the previous supplier to SHI was seamless. SHI has been a great partner to the City during the last four years." - Larry Joe, Senior Buyer, City of Phoenix 7.2.1 How do you ensure that all of the customers' needs are met? SHI Response: SHI provides a comprehensive customer support plan to ensure we are meeting each customer's needs. SHI's Account Executives are empowered to make decisions around the support of their customers, and they have the autonomy to resolve issues as they arise. Because our Account Executives are accountable and responsible for ensuring customer satisfaction, SHI is able to provide high quality customer service and ensure efficient and effective response to questions and issues. In addition, the SHI Regional Directors are engaged with the account teams to provide executive level support and to meet with customers as needed. SHI believes in regular communication with our customers. SHI Account Executives meet with the Participating States and individual contract users to review their business with SHI During these review meetings, we discuss purchase history, as well as the customer's future plans, With open discussions, SHI can provide tremendous value in supporting future initiatives and will engage the support teams as needed to meet the customer's goals and objectives. SHI encourages and actively solicits customer feedback. Our Director of Quality collects customer comments and concerns to ensure they are addressed and resolved as quickly as possible, SHI sends an annual customer satisfaction survey to request feedback on our performance and the services we provide. By soliciting feedback, we remain in touch with our customers' needs. SHI remains nimble in our approach to supporting our customers' IT needs, allowing us to address each customer on an individual basis. We understand that"one size does not fit all" and that philosophy is apparent in our service structure. We believe our commitment to meeting our customers' needs is demonstrated in our level of success under the current NASPO ValuePoint SVAR agreement. SHI holds the most Participating Addenda and has achieved the most volume under the contract. We have met and exceeded service levels for NASPO ValuePoint and for each State during the contract term, and we have been an active participant in helping NASPO ValuePoint and the States to explore new avenues to achieve additional benefits under the contract. Here is what one SHI customer has to say about SHI's ability to meet his organization's needs under the current SVAR contract: ,I am writing this letter to recommend SHI as a value added reseller of Software for the State of Arizona. I worked as an IT infrastructure manager for the Department of Corrections for six years and have been working at the City of Phoenix the past three years. I can attest that during my career in Information Technology I have never worked with a vendor that was more responsive and provided better customer service than SHI. When a quote was needed for software, SHI always provided timely service and never left us waiting. In addition SHI would contact and meet with our teams to make sure the needs of our organization were being met. When help was needed reconciling licensing SHI was accommodating and quick to help by providing useful reports. SHI is a great resource and truly an exceptional partner. I wholeheartedly recommend their services," -John Ryan, City of Phoenix Information Technology Services 191Page 7.2.2 How do you ensure the new account manager is given the resources necessary to be successful in the new role? SHI Response: SHI understands how important it is for our customers to receive support from a representative who has the proper training and resources to best serve you. At SHI, the Account Executives who support the Participating States are solely dedicated to supporting Public Sector customers, and each has access to a wealth of resources within SHI and our publisher community. SHI Account Executives have the training, knowledge, experience, and resources needed to support the unique needs of government and education accounts. SHI offers on-going training to the members of the Account Teams in order to ensure we are providing the highest level of customer service to all of our customers. We describe our initial and ongoing training below. SHI Account Executives— Initial Training All new SHI Account Executives are brought to our headquarters in Somerset, NJ for an orientation. During this time, the Account Executives meet the support personnel who are available to assist them in supporting the customers' requirements, and they learn the tools that SHI provides for supporting customers, such as quoting tools, catalog management, e- procurement, etc. In addition, the Account Executive learns detailed information about SHI's mission, our unique capabilities, and the services that we provide. Each Account Executive is supported by a Regional Director who works exclusively with Public Sector and has significant experience with Public Sector contracts. On-going Training • Annually, SHI holds a sales conference and all Account Executives are required to attend. During this time, the Account Executives receive refresher training and learn the new tools and services that SHI will be introducing. At this event, we also hold orientation sessions with key publisher partners, who provide product and program training, so the Account Executives have a current understanding of the products they sell. • SHI Account Teams also attend quarterly Regional Huddles, and monthly Regional Team Calls, to ensure that we are staying up to date and sharing new ideas and best practices across all States. • Bi-Weekly Public Sector Conference Calls—All Account Executives attend a conference call twice per month. One call is vertical-specific(i.e. State and Local, Higher Education or K-12)to help our sales team to best address the needs specific to each customer's market, and the other is a general Public Sector call where they learn the latest about Publisher programs and products as well as being updated on internal SHI resources that have been added or changed. o Web Conferences—as needed, our manufacturer partners or SHI's Product Champions will host an internal web conference to train our representatives on their products, procurement programs, new releases and upgrades, and their technology. 7,3 Describe the training available regarding the use of this contract and how to obtain best value from it, other than on-line tutorials. SHI Response: SHI is proud to be a NASPO ValuePoint SVAR contract holder, and we have the privilege of working with many Participating States currently. We understand the value of this contract and the importance of supporting the current contract users, as well as bringing on new participants. Whether a customer is new to the contract, or a long-time participant, SHI offers various methods to educate our customers on the use of this contract and how to obtain best value from it. SHI understands the importance of providing ongoing training and communication to both Participating States and individual contract users in order to successfully support the NASPO ValuePoint SVAR contract. To bring our customers value and savings under the contract, we must maximize the usage of the contract and ensure it is used effectively. We provide a variety of training and communication vehicles at no cost to the customers. o Webinars—SHI has had tremendous success hosting web-seminars for our customers. The seminar series typically revolve around new technology announcements and Volume Licensing Program changes. The hosts for the seminars include the manufacturer representatives, the SHI Product Champions and/or the SHI Licensing Executives. Licensing Training—The SHI Licensing Executives are available for both on-site and web conference training 201Page sessions specific to your Licensing Agreements and your negotiated terms and conditions. The topics for these training sessions can include license compliance, true-ups, how to purchase products under your agreements, how enterprise type agreements work and how to obtain products, and many other topics that are critical to departments and agencies. • Web Site Training—The SHI Ecommerce Specialists are available to provide training to those employees authorized to access contract pricing and information at SHI.COM. SHI can schedule trainings based on the customer's level of access to the site. Upon award of contract, your Account Executive will work with the customers to determine the program and schedule that would work best for them. 7.4 Explain what unique Value-Added services your Company will make available under a resultant contract. State whether they are to be provided at no cost. If there are costs, identify these costs on the applicable Pricing Sheet in the Cost Section. SHI Response: SHI offers a wide range of value-added services to help you get the most value out of your software spend. Many of these services are available to our customers at no cost, and for customers who wish to take advantage of enhanced service levels, we do offer fee-based services as well. Throughout this proposal, we have described many types of services that we will make available to NASPO ValuePoint and to each Participating State. Below, we would like to highlight a few additional services which our customers find especially valuable. Due to our breadth of service offerings, and our desire to evolve along with our customers' changing needs, this is not a comprehensive list, but rather a snapshot of available value-added services. Value-Added Service Description Free or Fee- Based Software Expertise SHI's dedicated Public Sector sales team has the experience and Free and Advice resources to provide our customers with the information and advice they need to make the right decisions for their software spend. Our expertise and advice allow our customers to save money and to achieve best value from their purchases. Pre-Sales Support- The members of SHI's Software Licensing Team provide support Free Licensing Team around our customers' licensing needs, ensuring they are maximizing the benefits of their volume license agreements. Contract Training and The range of software options can be complex and overwhelming, and Free Education, and the available products and buying alternatives change frequently SHI Customer Business provides initial and ongoing training and communications to help our Reviews customers to use the contract effectively and make smart choices for their software spend. Negotiation SHI's top-tier status with our publisher partners gives us a strong voice Free Assistance in the industry, and our unparalleled experience with Public Sector customers gives us keen insight into the range of available software options for customers across the country. We leverage these things to help our customers negotiate favorable pricing and terms. License Tracking and SHI's involvement does not end when we process a software Free Reporting, and transaction. We partner with our customers throughout the contract Renewals term to track licenses, provide detailed reporting, and proactively assist Management with budgets, renewals, and compliance. FinePrint Through SHI's Fine Print Service, our customers can review a set of Free publicly available EULAs on our web site (from www.shi.com, click on: My Account > Tools and Reports > Fine Print). Fine Print is a contract management and indexing system that organizes agreements by separating contract text into standardized clause types and Identifies which terms apply to various products and use cases, and then organizes the data into an easy to find,format 21 1 Page Software Solutions Our Solutions team will help you to identify the right software tools and Free or fee- Services technology, and then (if desired) execute the implementation of in- based, scope services so that you can focus on your business. Our services depending help accelerate your time to productivity and value—so that you can upon the deliver results to your organization sooner. scope of the reouirements 8. Explain how your Company will: 8.1 Retain publisher certification levels and improve on them. SHI Response: SHI is a top tier reseller for the publishers included within this RFP. We have met or exceeded the publishers' certification requirements during the current SVAR term, and we will continue to do so over the term of the next agreement as well. As evidence of our certifications and commitment to partnering with the publisher community in support of the SVAR agreement, SHI is providing letters of authorization for the key itemized publishers (ATTACHMENT B_Method ology_SHI_Letters of Authorization.pdf), a listing of SHI's major Publishers and our authorization/certification level with each (ATTACHMENT B_Method ology_SHI_Reseller Certification.docx), as well as a sample report of publishers represented under the contract over the last calendar quarter of the contract (ATTACHMENT B_Methodology_SHI_Represented Publishers.xlsx). SHI's product catalog contains a vast number of Software Publishers and Hardware Manufacturers—more than 15,000 at present time. We would be pleased to provide you with information regarding our authorization level and capabilities around any publisher you request. 8.2 Work to reduce costs to obtain publisher products? SHI Response: SHI has earned top-tier status with the major software publishers, which means that we have access to highly discounted pricing levels. In addition, we regularly communicate with our customers and with our publisher partners to identify opportunities for even further savings. Here are just a few ways in which we regularly reduce costs and save our customers money for their software needs: + Review purchasing alternatives such as subscription vs. perpetual, and on-prem vs. SaaS, to help our customers identify potential cost savings + Request special pricing for Government or Education customers—sometimes reduced costs are available for customers once SHI demonstrates their Public Sector status + Monitor promotions and temporary discounts, and help our customers to time their purchases so that they can take advantage of these Cost Savings • Track customer spending and trends, and proactively work with publishers to negotiate volume discounts based on transactions and/or cumulative spend + Understand, analyze, and present our customers with Volume License Agreement options which will reduce costs + Leverage our license tracking and reporting to help our customers understand the quantities in which they need to purchase; often customers spend more than they need to in order to be sure of compliance, and we can help reduce costs by verifying proper licensing + With the visibility of our PRO timeline for renewal management, SHI can identify opportunities to consolidate and co- term purchases to reduce customers' costs 8.3 How does your Company respond to customer complaints and service issues? SHI Response: SHI is committed to providing high quality customer service and support. The Account Teams are available during normal business hours, with emergency coverage also provided by the Account Executives and the Regional Directors. By empowering the Account Teams to manage all aspects of customer service and to resolve issues, SHI provides a simple, 221Page streamlined, and effective escalation path. Most issues are resolved without the need for escalation outside the Account Team. However, all members of the SHI team will welcome escalation and feedback at any time. 8.4 What is your Company's escalation process? SHI Response: Customers are invited to engage any member of the SHI team to escalate a concern. When a customer is looking for guidance on the best way to escalate a potential concern, our recommended escalation process is as follows. Escalation Point Responsibilities Response Time Inside Account Managers Day-to-Day customer service questions, such as Within 4 business hours, with at order placement, order tracking, quotations, least status on resolution, if not with return authorizations, licensing auestions, etc. the final resolution. ............._................................................ ........... ®.... ... ,......_............. Account Executives Overall management of the relationship between Within 4 business hours, with at SHI and the customer. Has the authority to take least status on resolution, if not with into consideration special circumstances to make the final resolution. exceptions to SHI's general policies. Inside Sales Manager Responsible for the management of the daily Within 4 business hours, with at activities of the Inside Account Managers least status on resolution, if not with the final resolution. Director of Inside Sales Management of the Inside Account Managers. Within 8 business hours with either Escalation point for any over-all quality concerns status or resolution. at SHI Regional Director, Public Management of the Account Executives. Has the Within 8 business hours with either Sector Sales authority to approve contract terms and status or resolution conditions and to make exceptions as deemed ......................------.-.-.-.-.-.-._..... ._aP.propriate:..............- Senior Director of Public Executive authority to approve terms and resolve Within 8 business hours with either Sector Sales issues. status or resolution 9. Problem Resolution 9.1 Scenario 1: Describe at least one recent situation where your Company made a major error that resulted in dire consequences fora customer. Detail the error and what changes your Company has made to avoid repeating the error in the future. In this situation,the problem is not solved in time to take care of the customer,and the customer is likely lost. SHI Response: In 2012, SHI had the opportunity to work with Citizens Property Insurance in Florida for various projects, including their HP needs. SHI made an error in our shipping and actually sent a number of products earlier than the customer had anticipated. This disrupted the operations of Citizens Property Insurance so significantly that they decided to move their HP business away from SHI. This proved to be an important learning experience for SHI,because we discovered that at that time we were not familiar enough with this customer's mission, or aware enough of the tight timeframe in which they needed to operate. Citizens Property Insurance deals with disasters in the State of Florida,and their business is highly cyclical and yet very difficult to predict. Some aspects of their operation lie dormant during parts of the year, but require substantial resources at other parts of the year,such as during hurricane season. As a result, they require vendor responses to be extremely fast, and they need access to product deliveries in a very narrow window of time. For example,they may expand their organization by 1,300 or 1,400 temporary staff members during times of hurricane activity. They need any IT deliveries for that supplemental staff to be delivered on time-not too late and (as we learned)not too early. SHI has made a couple significant advancements in our mindset and our approach since we encountered this challenge in 2012. One advancement is that we now make it a priority,organization-wide,to better understand our customers' missions. SHI has always taken pride in our transactional efficiency, but we recognize that providing best value to our customers means so much more than just delivering products quickly or at the lowest cost. Another advancement that we have made is in our ability to better customize a customer's experience to help them realize the most benefits from their partnership with SHI. For Citizens Property Insurance,we realized that the nature of their business means they 231Page simply cannot afford any surprises in their order and delivery schedule. In certain situations like this,we now have the ability to assign a project manager to closely manage all details of the customer's experience working with SHI. We are currently in the process of designing a custom solution to offer Citizens Property Insurance that will include a project manager, and—depending on volume—perhaps a full-time SHI representative who will be based on-site at the customer location. We are hopeful that, with these changes in mindset and approach,we will have another opportunity in the future to work with Citizens Property Insurance for their HP needs. With the volume of business that SHI handles, there are times when errors or misunderstandings occur, We make every effort to maintain a very low rate of errors and to act quickly when an error does occur. While SHI never wants to lose the opportunity to serve a customer, we try to take advantage of every opportunity to learn and grow as a partner for our customers. SHI is proud of the advancements that we have made, and continue to make, in helping our customers to achieve their mission. Far from just being a transactional reseller, SHI strives to help all of our customers identify the right products to address their needs, acquire those products in the manner that makes sense for their unique requirements, and successfully adopt the technology they have acquired. 9.2 Scenario 2: Describe at least one recent situation where your Company made a major error that had potential dire consequences for a customer. Detail the error and what was done to correct the situation. To what lengths did your Company go to take care of the customer? What changes(if any)did your Company make to avoid repeating the error in the future? In this situation,the problem is solved in time to take care of the customer,and the customer is likely not lost. SHI Response: In the spring and summer of 2015, SHI had been working closely with the Oregon Department of Human Services and Oregon Health Authority on their MAGI Project to build an ACA solution that would replace the previously implemented Cover Oregon. Over the course of a few months,the SHI team worked with DHS/OHA, Deloitte,and various publishers to make sure that the software needed to make the project successful was licensed and priced appropriately, while also ensuring everything could be fully delivered prior to the end of June. Many quotes saw numerous iterations as they were fine-tuned, and there were multiple extensions of the quotes'expiration dates as talks went on. One such Ipswitch quote that needed to be updated and extended was requested through Ipswitch's distribution partner. It was on this quote that the distributor accidentally misplaced a decimal point,which would amount to a very costly mistake. Unfortunately, SHI did not immediately catch the error on the quote that we had received from Ipswitch's distribution partner, and we quoted DHS/OHA based on the new, much lower quote we had just received. DHS/OHA placed their order with us and we placed ours with distribution, who eventually kicked it back due to a major pricing discrepancy—the new quote that had totaled roughly $29,000 should have actually been almost$58,000. By the time SHI was made aware of the discrepancy, DHS/OHA was already in desperate need of the Ipswitch software so that they could keep the project on schedule and utilize the funds that had been earmarked for that purchase. Distribution refused to absorb the loss as they said SHI should have recognized the error before sending the quote to DHS/OHA. Taking the financial burden of the additional$29,000 difference was out of the question for DHS/OHA. Ipswitch did not want to discount further as the error did not originate with them. SHI was caught in the middle, since the original error was not ours, but we certainly knew it was not the customer's responsibility to come up with additional funding. As SHI brainstormed solutions and pursued various routes to rectify the issue, precious hours and days were slipping by, leaving the customer more frustrated with every lost minute. Eventually, DHS/OHA offered to pay a portion of the difference, Knowing this was not the customer's fault and that accepting their offer would only damage our relationship,we did not accept. With all other options exhausted, SHI escalated the issue high enough within our company that we could leverage the potential loss of SHI's relationship and purchasing power to force the distributor into accepting our order at the misquoted$28K. We worked with the distributor and Ipswitch to ensure that the order was then processed and expedited through everyone's systems. The license keys and download links were delivered to DHS/OHA in enough time so as not to negatively impact their project timeline or budget. Our communication with all parties, problem-resolution skills, and status in the industry all culminated in the customer receiving the software on-time and at half the cost,turning a potentially dire situation around,and restoring the solid relationship we had been building up until that moment.To this day, SHI and DHS/OHA still work side-by-side on a daily basis. They remain SHI's largest customer in Oregon,and they have indicated that SHI continues to be one of their most trusted partners, SHI places a great deal of value on the relationships that we hold with our customers and our suppliers. We understand that during large,complicated projects with multiple iterations, sometimes errors can occur, Our commitment is to always address any such errors promptly and courteously, and with the customer's mission in mind. One change that we implemented as a result of the situation described above is to add internal checks and balances when dealing with multiple iterations of the same quote. This ensures that we always know which version is most current and better enables us to immediately identify any significant changes in the quote value, giving us the opportunity to verify the accuracy within the information we receive from our publishers and their authorized distributors prior to putting anything in front of the customer. In addition, immediately upon becoming aware of this issue, 241Page the SHI Account Executive for the State of Oregon implemented a regular status check with the customer to go overall open issues on the project until they were wrapped up to the customer's satisfaction. These changes are consistent with SH I's continuing commitment to helping our customers achieve their mission—a commitment that we intend to uphold for all customers under the new SVAR agreement. 10, Product Return Process Describe the proposed product return process in the following situations: 10.1 Scenario 1: Product was ordered, The order was filled and shipped correctly. After the order was accepted,AP discovered it ordered the wrong product and wants to return the product. SHI Response: Upon discovery that the wrong product has been ordered,the Authorized Purchaser may contact their Inside Account Manager at SHI to request the return. Provided the product is within the manufacturer's return policy,we will issue the return authorization. If the product is non-returnable, but it is a standard/stocked item, SHI will accept the return from the AP. We also will negotiate with the manufacturer on behalf of the customer and make every effort to obtain a return exception, as necessary. SHI does not impose restocking fees; however, if a fee is charged to SHI from the manufacturer,we will pass that through to the customer, 10.2 Scenario 2: Product was ordered. The order was filled and shipped. After the order was accepted,AP discovered the product delivered did not match the product that was ordered. AP would like to return the product. SHI Response: To remedy this situation,the Authorized Purchaser need only notify SHI within 30 calendar days of receipt of incorrect shipment. The Inside Account Manager will issue the return authorization and will process a replacement order for the correct order to be expedited to the AP. Since this scenario is not the result of an AP error, but rather an order entry or shipping error made by SHI or a software publisher or distributor, naturally the AP would not be responsible for any fees. Please note also that even if the error is caught more than 30 days after receipt, SHI will make every effort to work with the software publisher or distributor on the AP's behalf to facilitate a return. 11. SVAR Performance-Describe the process to be used to track and document the SVAR's performance, to include "Cost Savings" achieved, under this Contract. See Section 3 Scope of Work, Items 3.5.3 and 3.5.4. SHI Response: As described in this proposal, SHI regularly conducts meetings with contract users and Participating States to review purchasing trends and identify areas for cost savings. We would welcome the opportunity to meet quarterly with the LSCA and each PSCA to conduct a review of sales volumes, trends, and savings that have been achieved or which we plan to achieve by implementing new programs. Since not all publishers provide meaningful list prices, we believe the best measure of savings under new programs will be observed by comparing prior spend and benefits with new spend and benefit levels. SHI also looks forward to meeting with the LSCA and the Sourcing Team each year. We have taken these meetings seriously over the term of the current contract and used them as an opportunity to analyze the contract status, understand LSCA and Sourcing Team priorities, and look for ways to enhance our performance under the contract even further, We agree to perform customer satisfaction surveys and self-audits prior to the annual meetings, and we welcome feedback from the LSCA and the Sourcing Team as well. SHI places great value on our partnership with NASPO ValuePoint, the LSCA, the Sourcing Team, and each Participating State. We would be honored to continue this partnership, and to continue to derive even greater benefits on your behalf, over the next contract term. 251Page cs.fij) Corder Confirmation SHI International Corp. Sales order S325 5 7 290 Davidson Ave. Order date 5/ /2015 Somerset, NJ 08873 Customer Account 10237 Phone: 888-235-3871 Customer PO ADSPO11-007500:35 9 Customer Reference Payment Net 30 Days SHI Account Executive Amelia Jakubczyk Ship Via EDE GRO ND SHI Account Manager Thomas A WospiI Bill To Ship To evin Lawler STATE PROC REMENT 0 ICE A Dept of Administration ISD 100 N. 15th Ave 100 N. 15th Ave Suite 202 Suite 00 Phoenix, A 85007 Phoenix, A 85007 nited States nited States ADSPO11-007500:35 9/ evin Lawl Item No. Qty Unit Extended Mfg Part No. Description Ordered Price Price 277 9 79 WinSvrStd 2012R2 SNGL M L 2Proc 38 57 .00 21,888.00 P73-0 309 2012 R2 Windows- Multiple Windows Platform Single MICROSO T Language Software SELECT Contract number: ADSPO11-007500 Country of sage. SA uote: 95793 7 Sales Balance 21,888,00 Freight 0.00 Recycling Fee 0.00 Sales Tax 1,81 71 Total 23,704.71 Currency USD This Is Not An Invoice ' Thank You for Your Order The Products offered under this order confirmation are subject to the SHI Return Policy posted at www.shi.com/returnpolicy, unless there is an existing agreement between SHI and the Customer. Page 1 of 1 M9FM9;;FMMW � ��, � i�H'ii �I if„ � ,q � �l i�li rrt � ! Sri r� ,�i-� � � illj1�d�i der �l�✓ir i,�� �,A i lh �>l,� �ir.' i i �,�� tl(lirl rer����� ll��, r�� ��l�U ���� �,Vded to be a comprehensive fist, but rather a representative sample ofrcttial Software Publishers whose products SHI has supplied under the current contract. We will continue to supply any and all software that SVAR customers request and that Software Publishers are willing to offer via resellers. We will research and source new Software Publishers and new products under this contract throughout the contract term, to ensure maximum contract value and ease of use for Contract Users. 1E 28rightSparks 4D Abacus Data Systems ABBYY Software House AbleBits Abrosoft Absolute Software Accellion Access Data Accusoft Pegasus Accuvant AccuZIP ACDI Acer ACL ACL Services ACL SERVICES LTD Acresso Software Acro Software Acronis Software AcrossSoft ActiGraph Actionable Intelligence Technologies, Inc. activePDF ActiveState ActSoft Actuate Acunetix Adept Computer Solutions ADlnstruments Adiscon Adlib Software Admin Arsenal Adobe Advanced Global Systems Aerohive Networks Affixa Agate Software Agilaire Agilent Technologies AgiSoft AGS Ltd. Ai Squared AINS, Inc. AirMagnet AirServer Airwatch Akamai AKVIS Alfred Publishing AlgoSec Alicat Scientific, Inc. AlienVault ALK Technologies Alliance Enterprises Allround Automations Alpha Card Alpha Software Alsoft Altaro Alternative Technologies Alteryx Altima Technologies Altova Altrinsic Solutions amCharts AM-Microsoft Ampad Amrein Engineering Analytic Technologies Andrews Technology ANSYS Antenna House Anylogic ApexSQL Software AppAssure Software AppDynamics, Inc. Apple Applied Biomathematics Appriss Appsense Technologies Aptea n Apycom Software Aqua Connect Aquaveo Araxis Arbutus Archetonomy, LLC Argent Software Ariett Arrow Enterprise Computing Solutions Articulate Global ARX Inc. ASG ASG Software Solutions Ashisoft Aspose Asprise AssetWorks Associated Press Astute Graphics A-T Solutions Atalasoft Athena Computer Power Corporation Atlas Business Solutions Atlas TI Atlassian A-TSolutions Attachmate Audience Resonse Systems Audimation Services AudioCodes August Tenth Systems Auresoft AutoCoder Autodesk Automic AVADA Avangate Avanquest Software Avanstar Avante Solutions, Inc. 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Cireson Cisco Systems Citilabs Citrix Systems Citrix Systems-IBM Civiltech Software Classapps.Com CLC BID Clearpicture Cleverbridge Click Studios Cloud Nine Solutions Cloud TC Cloud9 Cloud Flare Clover Technologies Group CMMS Data Group CoCENTRIX Cocobolo Software Code42 Software CodeSmith Tools CodeWeavers Codework Cogniview Collabion CollabNet Collaboris Col legesource Columbitech Column Technologies, Inc. Comfit Learning LLC CommVault Systems ComponentOne ComponentSource Computer&Structures, Inc. Computer Lab Solutions Computer Systems Odessa Compuware COMSOL Condusiv Technologies CONNX Solutions Constant Contact ContentWatch ContextMagic Continental Imaging and Tech Control Point ConvergePoint Converter Technology Copernic Technologies Core Security Technologies Core Tech Corel Correlog Cortada Corticon Technologies Corwin Press Cosign by Arx CozyRoc CPI-Systems Cranel Imaging Creditron Crosscheck Networks Crown Pointe Technologies CrushFTP Crypton Computers Ltd. CyberArk Cybe r-Ark Software Cy be r-Ark Software, Ltd. Cyberl-ink CyberPatrol CyberScrub CyberTeams Cycling 74 D3 Secruity Dancing Dots DASSAU LT SYSTEM Data East Databank IMX Datacard Group Datachem Software DataCore Software Datamation Datanamic Datawatch DB Solo dBase Debenu DecisionPro, Inc Dedoose Deep Freeze Delcam Dell DeLorme Design Science Deva rt Developer Express Devolutions DHI DigiCert Digital Airware Digital Intelligence Digital River Digital WarRoom DigitalPersona Diligent Distinct Divergent Media, Inc. Dlt Solutions DME Forensics DNN Corp Docusign Dolphin Computer DotNetNuke Dovestones Software Ltd dtSearch Dubmenow, Inc. Duxbury Systems Dyn Dynamsoft Corporation E. Crane Computing Easeus EasyLobby EasyTools Easyvista, Inc. 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Tracker Software Trafficware Transoft Solutions Transtech Systems TransUnion Trend Micro Tricerat Trident Services Trilead Trillion Software Trimble Navigation Trimble Navigation Limited Tripwire Trivantis Troikatronix Trustwave tsaADVET Tuffin Technologies Tufin Software Technologies Ltd Turning Technologies Twin Star TypingMaster TZWorks, LLC Ubiquia UFS Explorer UIU Unicorn Systems, Inc. Unidesk Unitrends Software Universal Imaging Utility Untangle UsableNet Van Dyke Software Vanguard Usa Varonis Va ro n is Systems Vasco Veeam Software Verbi GmbH VeriFone Verint VeriSign Verismic Vernier Software &Technology VersataSoftwa re Verypdf Video Blocks Video Copilot and Final Image Viewer Central, Inc. Vigilant Software Visible Systems Vision Vision Software Solutions Vision Solutions VisionSolutions Vision Ware Visual Click Visual Computer Solutions, Inc Visual SVN Software Visualclick VisualSVN Visualware VMTurbo VMware Vormetric Vound Vroman Systems VSoft Technologies Vyooh, LLC. Wacom Technology WareCentral.com Wasp Barcode Technologies WatchGuard Technologies Waterford Technologies Waterloo Hydrogeologic, Inc. Wave Software Wave Systems WeAgeSolutions Webcheckout WebEx WebMO WebQA, Inc. Webroot Software Websense WebSupergoo Software Webyog, Inc WhiteSmoke Wild Packets Wilson WindowWare WinAutomation WinEdt Winfrasoft Corporation Wingware Wintertree Software WinWay Winway Corporation W irecast WIZIPLE Wiziq Wolfram Wondershare Software WorcFech World Software Corporation Worldox Wowza Media Systems Wreally Wren soft Wyse Technology X1 Discovery Xamarain xAssets Xerox Xmind Ltd XpoLog Xtools X-Ways Software Zasio Zebra Technologies Zend Technologies Zennaware Zenoss ZeroTurnaround Zerto Zimbra Zipinfo Zix Corporation ZOHO Corporation Zonar Systems ZyLAB zz-GETDATA PTY LTD Authorized Licensing Center(ranked#2) 7 Platinum Partner Adobe 7 Dedicated Sales & Licensing Specialists 1 Team Manager Large Account Reseller(ranked #3) ArcServe 1 Sales & Licensing Specialist National Reseller(ranked#1) Attachmate 1 Dedicated Sales & Licensing Specialist Volume Channel Partner - 2014 Volume Partner of the Autodesk Year 1 Dedicated Sales & Licensing Specialist Diamond Level Partner Barracuda 1 Security Sales& Licensing Specialist ...... ..... ...... .. .... ... ....... ....- .. ......... . Premier Partner BMC 1 Sales & Licensing Specialist L Platinum Partner(ranked#1) Box 1 Sales & Licensing Specialist Two Star Elite Partner Check Point 1 Security Sales & Licensing Specialist .............. . ............ . ........... . . ...... Citrix Enterprise Licensing Partner (ranked#3) LAR of the Year -2014 Citrix 2 Dedicated Sales & Licensing Specialist (NJ &TX) 1 Technical Resource- Mobility Platinum Velocity Partner(ranked#3) Commvault 1 Dedicated Sales &Licensing Specialist 1 Technical Resource—ESG LAR-Platinum Partner(ranked #3) CA Partner of the Year-2014 1 Sales & Licensing Specialist Platinum Partner (ranked#1) Corel 2 Emerging Partner Specialists DMR Partner(ranked#2) ESET 1 Sales & Licensing Specialist Premiere Partner Google 1 Dedicated Sales& Licensing Specialist Premier Business Partner(ranked#2) IBM 2 Dedicated Sales& Licensing Specialist, 1 Business Development Manager 6 Operations Support Platinum Partner(ranked#2) Kaspersky National Partner of the Year 2014 1 Security Software& Licensing Specialist National Sales Partner- Premier(ranked#3) LANDesk Americas NSP Partner of the Year-2013 2 Emerging Partner Specialists McAfee(Intel Security) Authorized Reseller(ranked#1) NrA. hi'*0')'A Corporate Reseller of the Year-2014 1 Dedicated Sales & Licensing Specialist I Business Development Manager I Technical Resource- ESG (ranked 4 1 Gold Competency Team of 70+Dedicated Licensing &Ops Specialists, Microsoft Software Assurance Benefits Administrators, and Product Champions 12 time winner of MLGP Operational Excellence Several Technical Resources - ESG ........... ............................... Partner LogRhythm 1 Sales & Licensing Specialist Authorized Reseller(ranked ttl) Net IQ I Dedicated Sales & Licensing Specialist National Partner(ranked ttl) Novell I Dedicated Sales & Licensing Specialists ............................ .......... Managed Partner(ranked#2) Nuance 2 Emerging Partner Specialists ...............11-----.......... Corporate Reseller Partner(ranked#1) Open Text 2 Emerging P a r t n e r S p e c i a I i s t s Oracle Global Platinum Partner Oracle 1 Sales & Licensing Specialist 2 SW Technical Sales Representatives w 1 HW Technical Sales Representative Platinum Partner(ranked#3) Proofpoint 1 Sales & Licensing Specialist Red Hat Ready Partner(Ranked #1) I Red Hat High Volume Partner of the Year-2013 1 Dedicated Sales & Licenisng Specialist Signature Level Partner(ranked#3) RSA 1 Security Sales & Licensing Specialist Silver Partner SAP/Business Objects 1 Sales & Licensing Specialist Partner SolarWinds 1 Sales & Licensing Specialist Platinum Partner(ranked#1) Sophos Sophos Partner of the Year- (2011 - 2014) 1 Dedicated Sales& Licensing Specialist (TX), 1 Business Development Manager, 1 Security Sales & Licensing Specialist Platinum Partner 1 Team Manager Symantec 7 Dedicated Sales & Licensing Specialists, 1 Operations Specialist 2 Technical Sales Support 2 Business Development Managers Tier 1 Platinum Partner(Ranked#1) Tenable 1 Security Sales & Licensing Specialist National Channel Partner(Ranked#2) Trend Micro 1 Security Sales & Licensing Specialist Platinum Pro Partner(ranked#3) Veeam 1 Sales & Licensing Specialist Corporate Reseller VMWare 1 Dedicated Sales & Licensing Specialist 1 Presales Storage Solutions Architect Platinum DMR Websense 1 Dedicated Sales Specialist Standard Invoice Reports Below is a list of the standard invoice reports SHI can provide to the customer. f2,eC.ltal9", �2tr�latl r;aa0p;�rourrs. dY'flSYMw0�4 nix heiA �1gktdNlrPlNdtnd ' I A' Contract Invo,<e Oeta,l-V2 1,AccountNumber Customer12 Month Manufacturer rpcisd profile Mandisdiner 'C",fcno'12t4o"9+r.larlufncalmrr Sriidd L'rnfdl 101,r15ere OescnpF,on Customer Business Summary Vemian `Customer Invoice Det.N-V2 OperabngSystem Customer Invoice ll-Zen-Tally Format I Media '..Customer invoice Detail Consolidated by pad Lenguage Customer Invoice Deail for Manufacturer guyingprogram Customer Invoice Detail with SeneI Numbers LicensepoinWalue '..Customer Invoice Detail with Senal Numben-for Totalling AgreementNumber Manufacturer invoice Sumrnary '.,AgreementName Manufacturer Invoice Summary wdh CuA Nieraschy p,EnrollmentNumber EnrollmentName LI OrderDate InvoiceNumber " InvoiceNte SKPart Mfgpart Qryinvoiced CMAPONu,rsber WpTaName ''..........''.,Ship%Addrenl Ship7oAddress2 V IV w ShidTaAddresg s Flown Dwrplim: !ti Tits produtteen exirad oISMl nvoce.d ly larewW.rn a tomM rcpurea fu enaortnta ATOS Llcenae Menage, '*y "east In addition to our standard invoice reports, SHI can also provide standard reports on quotes, orders, and entitlements, and we also provide some types of reports in a graphical summary format. Following are samples of some of our most popular and commonly requested types of standard reports. Sample Reports Below are samples of just a few of the standard reports that SHI can provide to the customer. These are screen shots of actual reports for current SVAR customers. Note that these reports do not include all available fields, in order to fit the screen shot into this attachment, but we would be happy to send a complete report upon request. Also, customer Account Names have been removed to protect our customers' privacy. u � 1 ✓rr a n8 o Ica. .,a,,,.. b�4- ,�, Custom"Involct Dail IOf11M AM IH:MIf Hi-AIf{Y1011 1YMVA (\.2191N 1IXMV MI.YifYW- 9!0 O10 1 MTV WNHtlN $+< q 10)IJu 5M ♦lAl1 441•AI5 41M01{ 1M1pM5 C\AXN ]IX4V Vw.Lw. ON ON y Mew OOM6fIN SK � q IOi114 ]PeVH OW G 16111M Ypw�w IP\AI5 of All ldVOl1 VI]IINI Willll P.n MW4V LIMN I'M% N)Iq�YS 10.1 M+M WINO IP1A11�1 MI)XNI MYM» :nPlOa \V.'!fN\4a14) IIIN )]fIM I M.1V 10NIV - 1.xl1 .1'"011.N .1tl 11! MtlYM :IN1%1 4VW41fWi11 IR% ILYW 1, ITOIII •L VIf Mfe:l'JiM1Gq urt.AkttNle V4bp1Y W014T1 Ill)Y5 no-1y.1 gl,llipf tf wn3Y1 1 %IYV IY( V1144 M 1:)t!All IP 1'AI5 SV/011 Sv,YAS,OYk WGW'pYffiY 1MRlM IIMpI\ 11V4 I,1VN li %l]1D 1}Y M1f0(a KEWA Customer Invoice Detail,Consolidated by Part o 17 "Y to a ttm �so>µae �ome �emn ... flea rw i r�ra-rxw N All Y. .... MS�rn+dlYn S d iM rry a M! W.uw � ry} (Aelk flxac4a¢Q Jilr Iav A 4n Iw III M livumk mxWWr WA NrLY p e II rvax.nYS my Wnyeoh 1 knxLewes En}�Ir °�nuv k P r sow w Mk F&Ee SR]SO�OUIE MI K, f IN bkxae bflrvaeLMoy. IM1MIpM I N v Snllxr mis: ...,nifv4n Iwµ rWvwytl &muN SPS Lnn e M V O B 1 S � 4 OXw Erylr xro WA 1� 1 fl rvnv WtltlNpJfj 4'y!)�M stl CH ua rrvn h mHgr nr,vgn hh 1P81 mrLNnn e0n�re im vEl"cn 4rrc A I Hl )vv Ifoa¢ok WNE15 Por f 'ry LNvne N unvrvaN.¢(lwne Wnr..{�eoF 1 n Soflwae Leerss Fi¢tlr °vnr Ik m hwN+rr sow*aw .xA �Nlk rv+v+.m itArS 1 uvll Y � 1Cfl ILi9A5 (41 wM W S e fS9 Metro P4 d fOMa rf Poi Vw. M 4R NR � t vNoor fl ssn rolrz q tl [ u v�xne mo(IuaeeaA IM vm rrrvll i Flrex� crosr< �rw'P 4gr.un 1, Xp 1M1atpye A:wme � 8nON2'e\Jntlnvr WMp N IX I n Customer Manufacturer Summary Quarter to date 10/1/2015 12/11/2015 Manufacturer Ml activePDF 5,872.00 0,14% Acunetix 2,297.00 0.05% Adobe 432,914.99 10.09% Advanced Toolware 1,718.00 0,04% Agate Software 64,828-00 1.51% Ai Squared 612.00 0,01% Airtame 792-00 0.02% Altova 191.09 0.00% AppAssure Software 870.09 0.02% Apple 1,54300 0.04% Monthly Historical Spend Spend by Product Type 4.000.000 2,000.D00 0 (2,000,000) i Prtnr Year MoSoftware JoSewice WHilrdware � '."'fA jj J)iov IC9V..IV.WW➢1YJ9 UiV,0V 109NNMMAVVV o 011WVV 10N"M p U I Y jpjpv up110 WiVYIM1gPU.MW 4 'I I.NM1WN ) 1^HXnVMMP'NMVMM ' #of Customer PO's Invoiced in Period 208 Software 3,202,104.73 77,66% #of Orders Invoiced in Period 211 Service 883,359.00 21.42°% #of Invoices in Period 233 Hardware 37,435,00 0.90% If of Manufacturers in Period 83 Total Spend: 4,122,899 d del »Pi'I Adobe Pat Breslin Licensing Team Manager '.. IAdgbe Drew Like Sales Specialist Adobe Adobe Brian MacDougall Sales Specialist-Adobe Adobe lose Colon Sales Specialist-Corp-SMB :Adobe Lauren Tedesco Sales Specialist-Adobe-Enterprise Adobe Tim Chen Sales Specialist Adobe Adobe Jay Martell Sales Specialist-Adobe-Enterprise L. All Dan Masiello Sales Specialist Adobe :Adobe Mike De Tore Sales Specialist Adobe (Adobe Emily White Sales Specialist Adobe Arz'serve Chris Testa Sales Specialist-CA and At eserve '.. Autode;k Jack Barrett Sales Specialistt-Aumdesk AupUdesk Peter Chunio Business Development Manager-Autodesk 4racade Christina Polidura Networking Partner Specialist C'A.Techeoloides, ChrlsTesta Sales Specialist CA and Areserve Cheek Point Jim Tierney Sales Specialist-Check Point and Tenable -. {,1(rkK Foe Palmieri Sales Specialist-Enterprise&Public Sector Cltrcx Allen Darrah Sales Specialist Corp CommVault James Fitzgerald Sales Specialist-CommVault CornmVault Kevin serve Systems Engineer ComcnVault Emerging Partners Katie Dellosso Licensing Support Specialist Emerging Partners Cristina Rodriguez Licensing Support Specialist ESET Regina Robinson Emerging Security Specialist IBM Software Rodrigolimenez Business Development Manager-IBMSoftware IBM Software Bonnie Cho Sales and Licensing Specialist IBM Software IBM Software Liz Gallagher Sales and Licensing Specialist-IBMSoftware Kaspersky Andrew Gonsalves Sales Specialist Barracuda&Kaspersky Licensing Operations Marilyn Nagel Operations Speclallst-Adobe,IBM,Novell,Ctnx 'Licensing Operations Heena Amin Operations Speclallst-Adobe,IBM,Novell,Citrix Licensing Operations Aneta Wywrot Operations Manager-Adobe,IBM,Novell,Citrix Licensing Operations Kendra Gass Operations Specialist Adobe,IBM,Novell,Citnx Licensing Operations Jon Perina Operations Specialist-Adobe,IBM,Novell Ctr,x Licensing Operations Kristina Dismantle Operations Specialist-Adobe,IBM,Novell,Cltrix Licensing Operations Brian Saffer Operations Specialist-Adott BM,Novel l,Cltr,x LogRhythm Regina Robinson Emerging Security Specialist McAfee Marcus Aris Business Development Specialist McAfee McAfee Ferrite Lewis Operations Specialist McAfee '.. Microsoft Carolyn Loffredo Operations Specialist-Microsoft ESA Fees Microsoft Erin Davidson Operations Specialist-Microsoft ESA Fees Microsoft Aleksandra Drook Microsoft Channel Incentives Administrator Microsoft George Sentaows Microsoft Channel Incentives Administrator Microsoft Alexandria Brummell Microsoft Cloud Onboardmg Support Specialist Microsoft Ernesto Romero Contracts Speclallst-Microsoft-D Miuossift Kristin Prizzi Contracts Specialist MicrosoftD Murrbadt Nicole Bonante Contracts Specalist-Microsoft-1 Micurr 11 Foy Del ass las Contracts Specialist-MicrosoftE Mlefmsoff Andrew passe Contracts Specialist-Microsoft-1 ' Microsoft Darla hunt Contracts Specialist-Microsoft-2 Microsoft .lanelle Crownes; Contracts Specialist-Microsoft-2 Mi[eosish Danielle Sydlo Contracts Specialist Microsoft miso epff, Kristen Flazon Contracts Specialist-Microsoft-2 Mido5oft Joanna Barrack Contracts Specialist-Microsoft-E Microsoft Ni Napmian Contracts Specialist-Microsoft-E :Mf¢aUS11ft BeLY1 WeTu•f Contracts Specialist-Mivnsoft-E I MicPUsadY leuren 5uGefb Contracts Specialist Microsoft 1 MiexGSUfk Jasmine Philippe Contracts Specialist Microsoft l Microsoft Matt Leopold Contracts Specialist Microsoft Terra Microsoft Pierre James Contracts Specialist Microsoft (.Microsoft Leanne Sephton Sales Specialist-Microsoft-LEUK Microsoft pact pact lssa Sales SpecialistMicrosoft-EMEA(UK) 1c,onofl Leo McDonald Sales Specialist-Microsoft-LE UK Microsofti M'iC$an Pii.Yl6roeia Microsofto Enablement ..... _.. iMfcrasoft MYd'rwple Barrister Sales Specialist-Mlcrosok-LE Enteryrlse Nutrosoft_ Neither Peam Sales Specialist Microsoft LE Enterprise Microsoft Lauren PAta4ta9 Sales Specialist-Microsoft-LE Enterprise .... _I MMicrosoftkFsa Carbonate Sales Specialist-Microsoft-LE Corp Microsoft Jessica Stack Sales Special's[-Microsoft-LE Corp -. Microsoft es5ica Olson Sales Specialist-Microsoft-LE Public Secmr-Academic Microsoft f;aCfvy Sal Sales Specialist-Microsoft-LE Public Sector-Acaderrin 7 MICtUS@ft Dan de Mates Sales Specialist-Microsoft-LE Public Sector Microsoft Jared Rupprecht Sales Specialist-Microsoft-LE Corp Microsoft Lisa Ragantesi Sales Specialist-Microsoft-LE Corp Microsoft- Malkey Santunxl Sailim S(b4n;MIiE2.7vllL'tl'p9n(Y-1dMIdY LE Public Sector 1.Microsoft Michelle Coats Sales Specialist-Microsoft-LE Public Sector 'Microsoft Tarah Urban Sales Speciallst-Mlcrosok-LE Corp SMB '..Microsoft Andy Bernard Sales Speciallst-Microsoft-LE Corp Canada Microsoft Katherine Hajewski Sales Speciallst-Microsoft-LE Corp '.. Microsoft Kellv Cochran Sales Special ist-Microsoft-LE Corp SMB Microsoft Kelly Krieger Sales Specialist-Microsoft-LE Public Sector Microsoft Nate Lessmamn Sales Specialist-Microsoft-LE Enterprise Microsoft Tracy Shatna Sales Speciahx4 Mhrosotlt HE Public Sector Microsoft Caitlin Prusik Sales Specialist-Microsoft-LE SMB SLED Microsoft Colley Wienk Sales Specialist-Microsoft-LE Corp SMB Microsoft Carrie Watts Sales Specialist Microsoft LE Corp SMB Microsoft Blake Allen Sales Special ist-Microsoft-LE Corp SMB Microsoft Grant Marquardt Sales Spec!all st-Microsoft-LE Corp Microsoft David Parkman Sales Specialist-Microsoft Jumor LE Corp Microsoft Jessica Molzahn Sales Spec!alist-Ml crosoft-LE Corp SMB Microsoft Nick Hakala Sales Spec!a l ist-Ml crosoft-LE Enterprise Microsoft Melinda Galindo Sales Specialist-Microsoft LE Public Sector Microsoft Ryan Blakeman Sales Spec!alist-Ml crosoft—LE Corp ! Microsoft Chris Calabrese Sales Spec plist Mircrosoft LE Corp SMB Microsoft Sarah Daniels Sales Specialist-Microsoft LE Corp SMB Microsoft Darius MeherHor i Sales Specialist-Microsoft-LE Corp SMB Microsoft Christopher Trip! Sales Specialist-Microsoft-CC Corp SMB Microsoft Julia Then Sales Spec!alist-Mlcrosok-Junior LE Microsoft Blake Gollnlck Director-Microsoft Licensing - Microsoft Heather Sheridan Senior Manager-Licensing Project Management Microsoft Karen lnfusino Manager-Microsoft Contracts Microsoft Deborah Childress Microsoft t¢eouehrg.SCxnCegy M,mager Echop"se .Microsoft Kvle Timm Manager-Corp LE Microsoft Anna Chester Senior Manager-Microsoft Incentives&Marketing Microsoft Jessica Mohamatl Manager Microsoft Support _... Microsoft Tim Levers Manager-Microsoft Operations Microsoft Renee yohannan Manager-Enterprise/Public Sector LE Microsoft Mary Lefebvre Marketing Specialist-Microsoft Microsoft Doug Klamm Marketing Speclalist-Microsoft Microsoft Jean@Kelly Marketing Specialist-Microsoft !. Microsoft Adam Aleksluk Manager-Microsoft Operations Microsoft Brendan Tyrrell Microsoft Licensing Operations Specialist Tier Microsoft Alison Richman Microsoft Licensing Operations Specialist-Tier 2 Microsoft Gina Segall Microsoft Licensing Operations Specialist-Tier 2 Microsoft John Gregorio Operations Specialist-Microsoft - Microsoft Ron Rosario Operations Specialist-Microsoft Microsoft Steve Lyness Operations Specialist-Microsoft Microsoft Rob Zakowski Operations Specialist-Microsoft Microsoft Brian Carney Operations Specialist-Microsoft Microsoft Melanie Dombro Microsoft Operations Speciallst-Tied Microsoft Corey Bell Microsoft Operations Speciallst-Tied _. Microsoft Eric Lawton Microsoft Operpt6png 5pECLa7N5t-Tier 1 ' Microsoft Jamie Ledgister Microsoft Operations Speciallst-Tied Microsoft Abdulai Abu-Bakarr Sales Specialist-Microsoft SPLA Microsoft Devon Connor Product and Licensing Specialist-Microsoft Microsoft Jessica Mohamatl Manager-Microsoft Support Microsoft Kimberly Barrett Microsoft Support Team Lead Microsoft Brian DOnofrio Product and V cers"ng Sp2ckolist M rroari Microsoft Carolyn Fppmger Product and Licensing Speciallst Microsoft Microsoft Shelby Holliman Product and Licensing Specialist-Microsoft Microsoft Travv Lee Product and Licensing Specialist-Microsoft Microsoft Hannah Sura Product and Licensing Specialist-Microsoft Microsoft Rachel Mamola Product and Licensing Speciallst-Microsoft NetlQ Jim Tierney Sales and Licensing Specialist Onelogin Beth Russo Cloud Partners Sales Specialist OneLcin Angela Arias Manager-Cloud Partners Oracle Amy Wilkinson Technical Sales Rep-East Oracle Amy Wilkinson Technical Pre Sales Oracle Software Oracle Roger Arnold Technical Pre-Sales Public Sector-Oracle Software Quest Mike Beal Sales Speclalist Quest Red Hat Ryan Hatchkin Sales and Licensing Specialist Red Hat Travis McKay Sales Specialist Gauge&Red Hat ' RSA Helaina Cohen SHI Sales Spveclalrut-RSA,Soptus Software&Licensing Management Joseph Lentine Manager,Soflwaae Partners i.. Software&l-tCPN6191Q Management Angola Arias (Ioud Partners Manager - Software&Licensing Management lace ie Goldstein Director-Software Partners Software&Licensing Management Blake Gollnick Director-Microsoft Software&Licensing Management Mark O'Brien Senior Manager-EMEA Partners ' 'LSoftware&Licensing Management Sandy DeVlro Manager,Software Partners 5euvone&Licensing Management Erika Burnett Manager-Software Partners Software&Licensing Management Tim Levers Manager Licensing Operations 'Software&Licensing Management Ansta Wywrot Manager,Non MS Operations 'software&Licensing Management Jessica Lemmon Manager,Symantec Software&Licensing Management Christopher Lajiness Manager,Software Partners software&Licensing Management Anna Chester Senior Manager-Microsoft Incentives Marketing ...... 'Software&Licensing Management Karen lnfusino Manager-Microsok Contracts ' Software&Licensing Management Adam Aleksiuk Manage,MS Operations iSoftware&Licensing Management Deborah Childress Microsoft Licensing Strategy Manager '. .Software&Licensing Mana gement Heather Sheridan(Him) Senior Manager-Licensing Project Management Sophos Kristin Laffey Business Development Manager-Sophos-Carp&Enterprise 'Sophos Helalna Cohen Sales Specialist-Enterprise&Corp '.Sophos Lisa Hartwig Sales Specialist-Sophos-Corp SMB ' - SUN/Oracle Shervl Tucker Business Development Manager SUN/Oracle Roger Arnold Technical Sales Rep-West&Public Sector SUN/Oracle John Giachero Solution Architect-Oracle Hardware Svmantec Jennifer Torrence Sales Specialist-Svmantec Symantec Isaac Stewart Presales Architect-Symantec Security Symantec Steven Calvaruso Sales Specialist-Symantec Symantec Herb Grigsby Sales Specialist-Symantec Symantec Urvi Khatri Sales Specialist Symantec Jessica Lemmon Symantec Team Manager Tenable Allison Beach IAE-Corp Tenable Jason Harvey IAE-Corp Trend Micro Imam Williams Sales Specialist-Trend Micro Sales `VMware Mike Jackson Senior Pre-Sales Solution Architect VMware 'VMware Ion Palmer Pre-Sales Solution Architect-VMware 'VMware Alicia Baczkowski Senior Specialist VMware Kelly Bmst Renewals Specialist 'VMware- - John Boni Renewals Specialist VMware Carlos Romascindo Senior Specialist VMware Elise Castaneda Sales Specialist VMware Kathleen Barnes Sales Specialist VMware Malika Gordon vCloud Au Specialist (vCHS) 'VMware Kietil Skalvik Systems Engineer vCloud Air,vCloud Air Network VMWare A son Fleischer VMware Team Manager Websense Imam Williams Sales Specialist-Welosense&Kaspersky Wyse Jaclyn Bailey Sales Specialist-Dell Client ATTACHMENT C - COST PROPOSAL The Cost Proposal will be evaluated independent of other sections of the Offeror's response. The Cost Proposal is to be submitted as a separate document. Do not embed cost proposal in the technical proposal response. Any narrative explanation of the Pricing Sheet forms is to be submitted as part of Attachment C— COST PROPOSAL. Offeror shall provide pricing that includes all costs associated with the responsibilities and related services, including but not limited to, freight and delivery, cost of materials and product, travel expenses,transaction fees, overhead, profits, and other costs or expenses incidental to the Offeror's performance. Label your response "ATTACHMENT C_ COST PROPOSAL_companyname SHI Response: SHI is pleased to offer NASPO ValuePoint an aggressive cost-plus pricing model which will result in advantageous pricing for all NASPO ValuePoint members. This pricing model will stand the test of time because pricing is aggressive for our entire range of current software offerings, as well as for all future offerings. Our markups are maximum or "not to exceed" markups, and there may be times when we are able to reduce the markups further. As instructed, the markups proposed within our Cost Proposal are inclusive of the 0.25% NASPO ValuePoint Administrative Fee. In order to offer each Participating State the best possible pricing, we did not incorporate any State-Specific Administrative Fee (including the State of Arizona 1.0% fee) into the pricing model proposed within Attachment C1. Any State Administrative Fees will be added to the markups in Attachment C1 to arrive at that State's pricing model; we do understand that the fees may not be charged in the form of a separate line item. We would be happy to provide separate markup schedules per State and inclusive of any applicable Administrative Fees upon request. Additionally, in order to offer each contract user the best possible pricing, we did not incorporate credit card fees into the pricing model proposed within Attachment C1. For customers who wish to use credit cards, the credit card transaction cost will be added to the markups in Attachment C1 to arrive at that customer's markup for the credit card transaction. With regard to Services, as detailed throughout our RFP response, SHI is pleased to offer a substantial amount of value-added services at no cost to NASPO ValuePoint customers. We also have the resources available to provide fee-based in-scope services for those customers who require additional assistance beyond SHI's free service offerings. Those fee-based services are described within Attachment C2. As mentioned in our proposal, SHI's offering to NASPO ValuePoint consists of thousands of Software Publishers for whom we are already authorized (and currently providing to NASPO ValuePoint customers), as well as additional publishers requested by NASPO ValuePoint customers in the future. Please note that some publishers or service providers will require additional paperwork to be signed in order for contract users to access the most advantageous pricing and licensing options. When that is the case, SHI will work with the contract users to advise them of the publisher's paperwork requirements and walk them through the process to complete the documentation. Our goal is to provide a comprehensive software offering, so that this contract is valuable and easy to use for all Participating States and contract users, throughout the contract term. ATTACHMENT C1 - PRICING SUBMISSION SHEET NASPO VALUEPOINT SOFTWARE VALUE-ADDED RESELLER (SVAR) PUBLISHERS MARKUP/DOWN The price to Authorized Purchaser Note:All markups include the Proposer must be certified as a direct reseller for all Key Itemized 0.25%NASPO ValuePoint p y (AP) is calculated using the publishers. Direct reseller certification is preferred for Other Itemized following formula: "Reseller Cost" Administrative Fee. Any additional State publishers +("Reseller Cost"x "Markup/down") Administrative Fees will be added to these markups. 0.50% PROPOSER INSTRUCTIONS: nr Ferri„ �"r/�.✓./,.;:r � l/ ��j,�, % �///; 0.75% _�M._ww______M„w__-___......_ 0.255% Enter or �% percentage P 0.50% markdown for each line in ---�0.50% column D. This is the 0.75%� � markup/down at which proposer is offering to AI SQUARED 1.00% e „ N em , n-, s,.-, -„ provide the stated publishers' AIRWATCH MOBILE DEVICE MANAGE MENT VMWARE 1.50%0% .5 1 •d � m� - »-- titles. Percentages may be ALLIANCE ENTERPRISES - - - , - - • n -- ,--- listed to two decimal points. APPLE 1.00% ATTACHMATE-MICROFOCUS 1.00% AUTODESK v 1.50% AUTONOMY HP 1.00% BAKBONE-DELL 1.50% BARRACUDA L00% ,BOMGAR REMOTE SOFTWARE ( 1.00% CA TECHNOLOGIES 1.50% CISCO 1.50% . e , COMPUTRONIX USA 1.00°% w .. C0M PU WARE 1.50% COREL 1.00% �.. DOUBLETAKE L00% EMC � 1.50% ENCHOfCE` " L00% 1.00% 1.00% FREEDOM SCIENTIFIC 1.00% GUARDIAN EDGE SYMANTEC 0.50% GW MICRMI 1.00% „n 'IBM � ti 1.50% lhf�RONVER,SIONS 1.00°% 1.00% INTERMEDIX EMSVST � " � �MS r 1.50/ E 1.00% HUMANWARE 1.00% .x;. IINFORMATlON BUILDERS 1.00% rKRONOS SOFTWARE 1,50% LANDESK k 1.50% " :LASERFISCHE „� 1.00% LIQUIDWARE STATUSPHERE 1.00% m oin ;MICROFOCUS INC J 1.50% ATTACHMENT Cl - PRICING SUBMISSION SHEET NASPO VALUEPOINT SOFTWARE VALUE-ADDED RESELLER (SVAR) MINJET 1.00% MPS 1.00°% MC!SOFfYVARE BMCSOFTWAREE j 1.50% NCIRCLE 1,00% N ETO P 1.00% NUANCE '- 1.50% CORACLE - - 1.50% OSAM k 1.50% PASSPORT � - 1.00% PATCHLINK 1.00% PR00FP0INT 1.50% RSA SECURITY 1.50% REFERENCIA SYSTEMS 1.00% SAPAMERICA - 1.50% ,SAS 1.50% SOLUTIONS SOFTWARE 1.00% SOPN05 1.50% SPLUNKSOFiWARE E1.50% ET STASEEKER NWORK INFRASTRUCTURE MONITORING :1 1.00% STELLENT-ORACLE 1.50% SUNGUARD 1.00% SYBASE 1.00% TECHSMITH 1.00% TREND MICRO 1.50% TRUSTWA_RE b 1.50% ULTRABAC 1.00% e ,.w VORMETRIC 1.00% WEBSENSE 1.50% any oCher'no listed publisher MO% T m T O) J a J a C C O C O O m _T a (p N L_ a) J L_ O D T U)Yi L ° O L ° a d 0 .Ld. ,W `oy, 0 `o v 7 N N rLq N N a y Z m C E 'o:0 °- W ^ 0 0 0 0 o m ( o m m o � ° w N _ = 2 2 2 H n .. . F Q .. o ° d 0 0 0 0 0 v v O o 0 0 0 m > g c w v °' 3 d O N C. N O m m d a N N O N m N a c a U O N W y tf z p W u .> > vs Z o � C J U) W > 2O N U) p vYc � E � � 0 �//�� L C v O c 1] C O N U IIYYY YY Y .'_^ N N C S] N a tc U p W C m vQ � 3 z d r > n ai E d o c ° U) _ ai � vw fOaL xo 0 = N ut O H G d d a Z V a W v ¢ v = E v U d o n a n F � YO v 4) a N N Q N N ZZ' Ol U 4 U N Q L N N W r 0 E Z d w m (o U) N N ° d U d s V a o co 3 n ~ 0 d U coO (n v ON m 0) 0 O N p2 d C m <n a 3 a) o o N o 0 � - U) J 0 M W C Q W U) O > d U U (� U y a -O 0 -o(D G a) ° c - a ° O N U . U W > N d a J m d C C C o` a c `m c a .o o m _v E E E 1. CD1 J J U U a U N OI a C N N = 0 0 0 U Z d O Ol L a to E a U d a a O C y U � a 'o W � L W� N O` � 7 U) w c`n a` co a ¢ u -0 N Co Attachment D— Executive Summary - Submit no more than two pages which briefly describe the Offer. Attachment D—Executive Summary should highlight the major features of the Offer. The reader should be able to determine the essence of the Offer by reading the Executive Summary. Any requirements that cannot be met by the Offeror must be included. SHI International Corp. is pleased to submit our response to the NASPO ValuePoint Request for Proposal ADSP016-00005829 for Software Value Added Reseller (SVAR) Services. SHI has been in business for over 26 years, specializing in Software Volume Licensing Agreements and Software Asset Management since our inception. SHI's proposal supplies details of the Public Sector experience, dedication to customer service, account and license management expertise, e-Procurement capabilities, and competitive pricing that we offer to our current customers. We intend to bring these same benefits to NASPO ValuePoint and each Participating State under the new SVAR contract as well. To highlight the major features of our offer: ® SHI has had over 20 years of experience supporting State and Local Government and Education customers and managing statewide software contracts. Our response details our experience managing IT contracts that are used in all 50 states. • In particular, SHI has had the privilege of working with WSCA/NASPO ValuePoint during the term of the current SVAR contract. We have devoted the people, resources, and new ideas to make the SVAR contract a success; this is evident in the number of Participating Addenda signed with SHI and our revenue through the contract, as well as in the strong customer relationships we have formed. Together in partnership with NASPO ValuePoint and each of the Participating States, we have truly put the SVAR contract's benefits to work for customers across the country. We have been thankful for the opportunity and look forward to achieving even more for the Participating States with whom we partner under the new contract. • SHI's account teams have significant tenure supporting the IT needs of State and Local Government and Education. Our field and inside sales teams are dedicated exclusively to Public Sector customers. • SHI's e-Procurement systems are highly advanced and customized for our customers. Our quoting, ordering, tracking, and reporting capabilities are all customizable to help simplify our customers' processes. • SHI's pricing methodology is competitive and stands the test of time. We understand that government entities need to identify cost savings wherever possible. SHI's proposal not only offers a competitive markup, but also provides additional opportunities to assist customers with real savings and help you to achieve best value in your procurements. Your SHI team will work with you every day to help analyze your spending, your current and future projects, and buying alternatives. The savings that States realize when working with SHI to plan and negotiate their Software Volume Licensing Agreements can be in the thousands, hundreds of thousands, or even millions of dollars. SHI's response to Attachment A, Qualifications, provides NASPO ValuePoint with an overview of our experience and expertise working with states across the country in fulfillment of their software needs. We also provide details on the SHI sales and support team members who will support the new SVAR contract, just as they have supported the current agreement. SHI's response to Attachment B, Methodology, provides NASPO ValuePoint with specific details of how we will support the day to day needs under the contract for NASPO ValuePoint, the Participating States, and each individual contract user. Our responses are based on real data from Participating States and the actual teams and processes that we have put in place to support this contract. SHI has demonstrated that we are a top partner for NASPO ValuePoint Participating States. We are confident in our ability to meet and exceed your expectations and requirements under this contract. There are only a few areas where we have provided comments or requested clarifications within a separate section of the offer, per the instructions for Section 2: Solicitation Requirements, Information and Instructions to Offerors, section 2.3.4. SHI would welcome the opportunity to discuss our proposal with you in more detail. We hope you find our proposal compelling, based upon the elements of this offer and also based upon the last five years of strong partnership under the SVAR contract. We have worked very hard to make the current SVAR contract a great resource for all contract users, and we are committed to enhancing our offerings, services, and team even further over the next contract term. We are confident in our ability to provide excellent support to NASPO ValuePoint and each Participating State under the new contract, and we look forward to working with you! PARTICIPATING ADDENDUM NASPO ValuePoint SOFTWARE VALUE-ADDED RESELLER(SVAR)SERVICES Administered by the State of Arizona (hereinafter "Lead State") MASTER AGREEMENT Master Agreement No: ADSP016-130651 SHI International Corp. (hereinafter "Contractor") And State of Washington (hereinafter "Participating State") Washington Master Contract No.: 06016 This Participating Addendum for the above referenced Master Agreement ("Participating Addendum") is made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services, a Washington State governmental agency ("Enterprise Services") and SHI International Corp.,a New Jersey corporation ("Contractor')and is dated and effective as of November 1, 2016. 1. SCOPE: This Participating Addendum covers the Software Value-Added Reseller(SVAR)Services led by the State of Arizona for use by state agencies and other entities located in the Participating State authorized by that state's statutes to utilize state contracts with the prior approval of the State's chief procurement official. 2. EXCLUSIONS: The following software publishers are excluded from this Participating Addendum: • ESRI • Microsoft EA • Autodesk • SAS 3. PARTICIPATION: Use of specific NASPO ValuePoint cooperative contracts by agencies, political subdivisions and other entities (including cooperatives) authorized by an individual state's statutes to use state contracts are subject to the prior approval of the respective State chief procurement official. Issues of interpretation and eligibility for participation are solely within the authority of the State chief procurement official. Pursuant to this Participating Addendum,the Master Agreement may be utilized by the following ("Purchasing Entities"): (a) WASHINGTON STATE AGENCIES. Washington state agencies, departments, offices, divisions, boards, and commission; and any the following institutions of higher education in Washington: state universities, regional universities, state college, community colleges, and technical colleges. ... _ PAR rICIPATING AD6E NDUM No.06016 Page 1 (e 162016) (b) MCUA PARTIES. The Master Agreement also may be utilized by any of the following types of entities that have executed a Master Contract Usage Agreement (MCUA) with Enterprise Services: • Political subdivisions (e.g., counties, cities, school districts, public utility districts); • Federal governmental agencies or entities; • Public-benefit nonprofit corporations (i.e,, 4 501(c) (3) nonprofit corporations that receive federal,state, or local funding); and • Federally-recognized Indian Tribes located in the State of Washington. • Oregon Cooperative Purrhasir1g Program (ORCPP) 4. PARTICIPATING STATE MODIFICATIONS OR ADDBTIONS TO MASTER AGREEMENT: 4.1. PRICING. Although Contractor may offer lower prices to Purchasing Entities, Contractor guarantees to provide the Products at no greater than the prices set forth in the Master Agreement, whereas 'Reseller Cost' is defined as the price that Contractor pays the Publisher or Distributor to purchase software on behalf of the Participating State. If Purchasing Entities use a credit card as a method of payment for an order over ten thousand dollars ($10,000), prices may be subject to payment processing fees, as agreed to in the applicable Purchase Order. Unless otherwise specified herein, Contractor shall not include or impose any additional charges including, but not limited to, charges for shipping, handling, or payment processing. 4.2. WASHINGTON'S ELECTRONIC BUSINESS SOLUTIONS (WEBS) SYSTEM. Within seven (7) days of execution of this Participating Addendum, Contractorshall register in the Washington State Department of Enterprise Services' Electronic Business Solutions (WEBS) System at https//fortress.wa.govlga/wehcustLhnme.htmi. Contractor shall ensure that all of its information therein is current and accurate and that, throughout the term of the Master Agreement,Contractor shall maintain an accurate profile in WEBS. 4.3. WASHINGTON'S STATEWIDE PAYEE DESK, To be paid for contract sales,Contractors must register with Washington's Statewide Payee Desk. Washington state agencies cannot make payments to a contractor until it is registered. Registration materials are available here: Receiving Payment from tho State. 4.4. CONTRACT SALES REPORTING. Contractor shall report total contract sales quarterly to Enterprise Services, as set forth below. (a) REPORTING. Contractor shall report quarterly Contract sales in Enterprise Services' Contract Sales Refit n, S stem. Enterprise Services will provide Contractor with a login password and a vendor number. (b) DATA. Each sales report must identify every authorized Purchasing Entity by name as it is known to Enterprise Services and its total combined sales amount invoiced during the reporting period (i.e., sales of an entire agency or political subdivision, not its individual subsections). The "Miscellaneous' option may be used only with prior approval by Enterprise Services. Upon request, Contractor shall provide contact information for all authorized Purchasing Entities specified herein during the term of .. . PARTir IPArNt,ADDENDUM—N0.06016 Page 2 r3-1 e-201el this Participating Addendum. Refer sales reporting questions to the Primary Contact set forth below. If there are no contract sales during the reporting period,Contractor must report zero sales. (c) DUE DATES FOR CONTRACT SALES REPORTING. Quarterly Contract Sales Reports must be submitted electronically by the following deadlines for all sales invoiced during the applicable calendar quarter: ... ._ _.. ............ For Calendar Quarter Ending Contract Sales Report Due March 31 _ April 30 ... .... .. .. .. —_ _......... . June 30 July 31 September 30 October 31 December 31 January 31 4.5. VENDOR MANAGEMENT FEE. Contractor shall pay to Enterprise Services a vendor management fee ("VMF") of 0.74% on the purchase price for all contract sales (the purchase price is the total invoice price less applicable sales tax). (d) The sum owed by Contractor to Enterprise Services as a result of the VMF is calculated as follows: Amount owed to Enterprise Services =Total contract sales invoiced (not including sales tax)x .0074. (e) The VMF must be rolled into Contractor's current pricing. The VMF must not be shown as a separate line item on any invoice unless specifically requested and approved by Enterprise Services. (f) Enterprise Services will invoice Contractor quarterly based on contract sales reported by Contractor. Contractor shall not remit payment until an electronic invoice from Enterprise Services becomes available in Contract Sales Reporting System. Contractor's VMF payment to Enterprise Services must reference the following: • This Washington Master Contract No.: 06016 • The NASPO Master Agreement No.: ADSP016-130651 • The year and quarter for which the VMF is being remitted, and • Contractor's name as set forth in this Contract, if not already included on the face of the check. (g) Contractor's failure accurately and timely to report total net sales, to submit usage reports, or remit payment of the VMF to Enterprise Services, may be cause for suspension ortermination of this Participating Addendum orthe exercise of any other remedies as provided by law. (h) Enterprise Services reserves the right, upon thirty (30) days advance written notice, to increase, reduce, or eliminate the VMF for subsequent purchases. (i) For purposes of the VMF,the parties agree that the initial managementfee is included in the pricing. Therefore, any increase or reduction of the management fee must be reflected in contract pricing commensurate with the adjustment. 4.6. CONTRAcr REVIEWS. Enterprise Services reserves the right to conduct quarterly reviews of Contractor's sales and prices, and request Contractorto provide copies of Publisher invoices for up to ten percent (10%) of sales in order to validate Reseller Costs. PAR nOPAnNG ADDENDUM—No 06016 Page (9-16-20r6) 4.7. COMPLIANCE WITH LAW; TAXES, LICENSES, & REGISTRATION. Contractor Shall comply with all applicable law. Contractor shall register to conduct business in the State of Washington and promptly acquire and maintain all necessary licenses and registrations and pay all applicable taxes and fees. In addition,for all sales to purchasers in the State of Washington, Contractor shall calculate, collect, and remit, as appropriate,the applicable state and local sales tax on all invoices. 4.8. RECORDS ADMINISTRATION AND AUDIT. Participating States right as specified in Section 25 of the Master Agreement shall survive for a period of six(6)years following termination of this Participating Addendum or final payment for any order placed by a Purchasing Entity against this Participating Addendum,whichever is later,to assure compliance with the terms hereof or to evaluate performance hereunder. 4.9. WAIVEROFSUBROGATION. ContractorwaivesallrightsofsubrogationagainsttheParticipating State and any Purchasing Entity for the recovery of damages to the extent such damages are or would be covered by the insurance specified herein. 4,10. PURCHASE ORDERS. To utilize the NASPO ValuePoint Master Agreement, each order must include the following information and be submitted to SHI International Corp.: (j) Order is subject to NASPO ValuePoint Master Agreement No. ADSP016-130651 and Washington Master Contract No. 06016; (k) Purchase Order amount; and (I) Purchaser's contact information (i.e., name, address, telephone number, email). 5. LEASE AGREEMENTS: Leasing or renting equipment is not allowed throughout the term of the Master Agreement. 6. PRIMARY CONTACTS: The primary contact individuals for this Participating Addendum are as follows(or their named successors): .... Contractor Participating State SHI International Corp State of Washington 290 Davidson Ave. Department of Enterprise Services Somerset, N108873 Contracts, Procurement and Risk Mgmt, P.O. Box 41411 Olympia, WA 98504-1411 ....m...._- __.. Attn: Alison Turner Attn: Mike Dombrowsky Tel: (425) 974-5997 Tel: (360)407-8717 Email .adison turneaftarshi.corn Email mIke.dom brows k des.Wwa. ov 7. ORDERS: Unless the parties to the Order agree in writing that another contract or agreement applies to such order, any Order placed by a Participating Entity or Purchasing Entity for a Product and/or Service available from this Master Agreement shall be deemed to be a sale under (and governed by the prices and other terms and conditions of) the Master Agreement as conditioned by this Participating Addendum. ......._ PARTICIPATING ADDENDUM—No.06616 Page 4 8 if,/()t6) 8. GENERAL: (a) INTEGRATED AGREEMENT; MODIFICATION. This Participating Addendum and Master Agreement, together with its exhibits, set forth the entire agreement and understanding of the Parties with respect to the subject matter and supersedes all prior negotiations and representations. This Participating Addendum may not be modified except in writing signed by the Parties. (b) AUTHORITY. Each party to this Participating Addendum, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Participating Addendum and that its execution, delivery, and performance of this Participating Addendum has been fully authorized and approved, and that no further approvals or consents are required to bind such party. (c) SURVIVAL. All representations, warranties, covenants, agreements, and indemnities set forth in or otherwise made pursuant to this Participating Addendum shall survive and remain in effect following the expiration or termination of this Participating Addendum, Provided, however,that nothing herein is'intended to extend the survival beyond any applicable statute of limitations periods. (d) ELECTRONIC SIGNATURES. A signed copy of this Participating Addendum or any other ancillary agreement transmitted by facsimile,email,or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Participating Addendum or such other ancillary agreement for all purposes. (e) COUNTERPARTS. This Participating Addendum may be executed in one or more counterparts, each of which shall be deemed an original, and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Participating Addendum at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Participating Addendum. EXECUTED as of the date and year first above written. STATE OF WASHINGTON SHI INTERNATIONAL CORP. DEPARTMENT OF ENTERPRISE SERVICES A NEW JERSEY CORPORATION .� _ By: By: Cassie Skelton Its: Washington State IT Contract MGRIts: Sr. Contracts Specialist ...,.._._. _. .........._. PAKDC IPA DNa ADDtNDUM - No.06016 Page S (£LJ C,2016)