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HomeMy WebLinkAboutIT18-302 - Original - SHI International Corp. - National Cooperative Contract for National Intergovernmental Purchasing Alliance Company - 07/13/2018 Agenda Item: Consent Calendar - 8E TO: City Council DATE: July 3, 2018 SUBJECT: Backup and Recovery System Contract for Technical System Upgrade - Authorize MOTION: Authorize the Mayor to sign a participating addendum that allows the City to purchase technology software and equipment through a cooperative purchasing agreement the City of Mesa, Arizona entered into with SHI International Corp., if those purchases are within the City's established budgets and made during the term of the master agreement, which is current through February 28, 2023, subject to final terms and conditions acceptable to the Information Technology Director and City Attorney. SUMMARY: The City wishes to enter into an agreement with SHI International Corp., which allows the City to participate in a national purchasing cooperative contract that SHI International Corporation has with the National Intergovernmental Purchasing Alliance Company ("National IPA"). National IPA provides states, local governments, public educational entities and other agencies with purchasing power that allows them to leverage their spending through a single solicitation that obtains best value pricing and superior contract terms than the agencies could likely do on their own. Purchasing goods and services through the National IPA purchasing cooperative satisfies the competitive bid requirements established by Council under KCC 3.70.110(F). One contract that SHI International Corp. has entered into is a contract with the City of Mesa, AZ. That contract is currently in effect through February 28, 2023. The City's current backup and disaster recovery system is at the end of its hardware lifecycle and is quickly approaching maximum storage capacity. It is critical for this system to be replaced by an upgraded solution of the same manufacturer to maintain technical consistency and business continuity. SHI International Corp. is a value-added reseller of information technology solutions including Commvault systems. Commvault provides industry leading solutions that will enable the City of Kent to protect and use its data. Commvault solutions provide built-in business continuity and disaster recovery for information governance and compliance ensuring transparency. This procurement will include a fully configured hardware appliance with proprietary and dedicated software. If Council authorizes and approves the City's participation in this cooperative purchasing agreement with SHI International Corp., that action would authorize the City's immediate purchase of a new backup and disaster recovery system in the total amount of $223,329.44, plus authorize future purchases that may be required through the term of the master agreement, but only if those purchases can be paid for with existing budgeted funds. The terms and conditions of the participating addendum and master agreement will apply to those purchases. EXHIBITS: • Participating Addendum to National IPA Contract #2018011-02 with SHI International Corp. • Master Agreement • Insurance Requirements • Product Matrix • Quote RECOMMENDED BY: Operations Committee YEA: Boyce, Higgins, Thomas NAY: BUDGET IMPACTS: 1. Expenditures Item Price Commvault Hyperscale Appliance $203,026.76 Tax $20,302.68 Total $223,329.44 STRATEGIC PLAN GOAL(S): ®Innovative Governvnerrt,-oelivenng outstanding customer service, developing leaders,and fostering innovation. ® EvolvGno Infra$tr41C=9-Connecting people and places through strategic investments in physical and technological infrastructure. INFORMATION TECHNOLOGY DEPARTMENT Mike Carrington, Director 400 Phone: 253-856-4607 1111147�KK 1E Fax: 253-856-4700 TI T WA9HIN°7ON Address: 220 Fourth Avenue S. Kent, WA. 98032-5895 DATE: June 19, 2018 TO: Operations Committee FROM: James Endicott, Information Technology Technical Services Manager SUBJECT: Backup and Recovery System contract for technical system upgrade - Recommendation MOTION: Recommend Council authorize the Mayor to sign a participating addendum that allows the City to purchase technology software and equipment through a cooperative purchasing agreement the City of Mesa, Arizona entered into with SHI International Corp., if those purchases are within the City's established budgets and made during the term of the master agreement, which is current through February 28, 2023. SUMMARY: The City is pursuring to enter into an agreement with SHI International Corp.,which participates in a national purchasing cooperative, the National Intergovernmental Purchasing Alliance Company ("National IPA"). National IPA provides states, local governments, public educational entities and other agencies with purchasing power that allows them to leverage their spending through a single solicitation that obtains best value pricing and superior contract terms than the agencies could do on their own. Purchasing goods and services through the National IPA purchasing cooperative satisfies the competitive bid requirements established by Council under KCC 3.70.110(F). One contract that SHI International Corp. has entered into, is a contract with the City of Mesa, AZ. This contract is currently in effect through February 28, 2023. The City's current backup and disaster recovery system is at the end of its hardware lifecycle and is quickly approaching maximum storage capacity. It is criticial for this system to be replaced by an upgraded solution of the same manufacturer to maintain technical consistency and business continuity. SHI International Corp. is a value added reseller of information technology solutions including Commvault systems. Commvault provides industry leading solutions that will enable the City of Kent to protect and use its data. Commvault solutions provide built-in business continuity and disaster recovery for information governance and compliance ensuring transparency. This procurement will include a fully configured hardware appliance with proprietary and dedicated software. If Council authorizes and approves the City's participation in this cooperative purchasing agreement with SHI International Corp., that action would authorize the City's immediate need to purchase a new backup and disaster recovery system in the total amount of $223,329.44, plus future purchases that may be required through the term of the master agreement, but only if those purchases can be paid for with existing budgeted funds. The terms andconditions of the participating addendum and master agreement will apply to those purchases. EXHIBITS: « Participating Addendum to National IPA Contract #2018011-02 with SHI International Corp. A. Master Agreement B. Insurance Requirements C. Product Matrix D. Quote BUDGET IMPACT: 1_ Expenditures Item Price Commvault Hyperscale Appliance 5203,026.76 Tax $20,302.68 -............ Total $223,329.44 `' KENT PARTICIPATING ADDENDUM TO NATIONAL IPA CONTRACT #2018011-02 WITH SHI INTERNATIONAL CORP. This Participating Addendum ("Addendum") pertains to National Intergovernmental Purchasing Alliance Company ("National IPA") Contract #2018011-02 ("Master Agreement"), entered into between the City of Mesa, Arizona, as lead agency, and SHI International Corp., a Delaware corporation ("Contractor'). The parties to this Addendum hereby create a separate contract between the Contractor and the City of Kent, a Washington municipal corporation ("City"), acting through its Information Technology Department. I.. RECITALS 1.1 The Contractor sells and markets a wide variety of information technology solution products, including hardware, software, and support solutions. The City has a current interest in acquiring resale services through Contractor, but desires to establish a contractual relationship that will allow the City to make additional purchases in the future as needs arise. 1.2 The City of Mesa, Arizona, pursuant to its agency's competitive bidding laws, entered into a contract with Contractor as the lead agency for a cooperative purchasing procurement for National IPA under Contract #2018011-02. Section 3.70.110 of the Kent City Code authorizes the City of Kent to purchase from a contractor who was awarded a contract using another public agency's established procurement process for substantially the same purchase, subject to any contract that may be required between that successful contractor and the City of Kent. 1.3 For those agencies who choose to participate in National IPA's cooperative purchasing contracts, the terms and conditions of the lead agency's contract applies, but any usage by other agencies must be in accordance with the statutes, codes, and ordinances of their respective agencies. The lead agency's contract includes provisions specific to Arizona state law that do not apply to Kent, which need to be excluded from the contract as it applies to Kent. II. ADDENDUM In consideration of the mutual intent, desire, and promises of the parties and other good and valuable consideration, the City and the Contractor agree as follows: 2.1 The recitals set forth above are incorporated by reference as a material part of this Addendum. 2.2 Except to the extent amended by this Addendum, the City and Contractor adopt the Master Agreement, which is attached and incorporated as Exhibit A. The City, as a local public agency, will receive all the benefits of the Master Agreement, and Contractor will be bound to the City under this Addendum to the same extent Contractor is bound to the City of Mesa, Arizona under the Master Agreement. PARTICIPATING ADDENDUM - 1 OF 5 (City of Kent and SHI International Corp-June 4, 2018) 2.3. Master Agreement Controls Except as Amended by this Addendum. Except as amended by this Addendum, this contractual relationship between the City and Contractor will be governed in all respects by the terms and conditions of the Master Agreement. However, the following provisions of the Master Agreement are specifically excluded from application, or they are amended as indicated below, as to the contractual relationship between the City and Contractor as they are specific to the laws of the State of Arizona and not the State of Washington: A. Exhibit C, Section 9.c., "Federal and State Immigration Laws": Subsections (i) through (v) are stricken, and only the introductory section remains. B, Exhibit C, Section 9.e., "State Sponsors of Terrorism Prohibition": This subsection is stricken in its entirety. C. Exhibit C, Section 12, "Public Records": This entire section is deleted and replaced with the following: 12. PUBLIC RECORDS. As a public agency, records and information provided to or otherwise used by the City may be subject to a request submitted under the Washington State Public Records Act. In such an event, Contractor agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act, Ch. 42.56 RCW. If a request is received for records Contractor has identified as confidential, proprietary, or protected trade secret material, the City will use its best efforts to provide Grantee with notice of the request in accordance with RCW 42.56.540 and a reasonable time within which the Contractor may seek an injunction to prohibit the City's disclosure of the requested record. The City is not required to assert on Contractor's behalf any exemption based on trade secret, proprietary, or confidential information, provided, however, the City may assert such exemption if the City itself believes in good faith that an exemption applies to the requested records. Contractor agrees to defend, indemnify, and hold the City, its officers, officials, employees, agents, and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of the assertion of an exemption to disclosure under the Public Records Act based upon records claimed or identified by Contractor as confidential, proprietary, or protected trade secret material. The provisions of this section shall survive the expiration or termination of this Franchise Agreement. PARTICIPATING ADDENDUM - 2 OF 5 (City of Kent and SHI International Corp -June 4, 2018) D„ Exhibit C, Section 20, "Termination for Conflict of Interest (A.R.S. § 38-511)": This entire section is deleted in its entirety. E, Exhibit C, Section 30, "Prohibited Acts": This entire section is deleted in its entirety. F. Exhibit C, Section 41, "Governing Law, Forum": This entire section is deleted in its entirety. G. Exhibit C, Section 46, "A.R.S. Sections 1-501 and 1-502:" This entire section is deleted in its entirety. 2.4. Master Agreement References to "City". Whenever any direct or indirect reference is made to "City of Mesa" or "City" in the Master Agreement, that reference will apply equally to the City of Kent as if the City of Kent had originally negotiated the Master Agreement with Contractor, excepting that any fees paid to City of Mesa or National IPA for use of the program shall not be paid to the City. 2.5 Term. This Addendum shall terminate or expire upon the earlier of: (a) expiration or termination of the Master Agreement; or (b) termination of this Addendum in accordance with its terms or the terms of the Master Agreement. The Master Agreement is currently effective through February 28, 2023. If the Master Agreement is renewed or extended, this Addendum shall automatically renew or extend for a term consistent with the term of the Master Agreement. 2.6. Resolution of Disputes and Governing Law. This Addendum and the Master Agreement as applied between the parties will be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Addendum and the Master Agreement, the exclusive means of resolving that dispute, difference or claim, will only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing PARTICIPATING ADDENDUM - 3 OF 5 (City of Kent and SHI International Carp -June 4, 2018) to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Addendum, each party will pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provide , however, nothing in this paragraph will be construed to limit the City's right to indemnification under Section 2.5 of this Addendum. 2.7. Written Notice. All communications regarding transactions under this Addendum and the Master Agreement will be sent to the parties at the following addresses, unless notified to the contrary. Any written notice will become effective three (3) business days after the date of mailing by registered or certified mail, or one (1) business day after being deposited with a nationally recognized overnight courier, and will be deemed sufficiently given if sent to the addressee at the address stated in this Addendum or such other address as may be hereafter specified in writing. City: Contractor: Attn: Brian Rambonga, PMBA Attn: Contracts City of Kent SHI International Corp. Dept. of Information Technology 290 Davidson Ave 220 Fourth Avenue South Someset, NJ 08873 Kent, WA 98032 2.8. Countearts and Signatures b Fax��r Email. This Addendum may be executed in any number of counterparts, each of which will constitute an original, and all of which will together constitute this one Addendum. This Addendum may be signed through application of an authorized officer's signature, including an electronic signature, which signature shall be deemed binding for all purposes without delivery of an original signature being thereafter required. 2.10 Requirements Contract,. This Addendum does not guarantee the City's utilization of the Master Agreement, or the purchase of any hardware, software, or service through the Contractor until such time as a purchase order is issued to Contractor. This Addendum does not create an exclusive bargaining relationship between the parties and the City may award contracts to other vendors for similar products or services. Actual utilization will be based on availability, proximity of Contractor's facilities, frequency of deliveries, or any other factor deemed important to the City. PARTICIPATING ADDENDUM - 4 OF 5 (City of Kent and SHI International Corp -June 4, 2018) 2.11 Authority. The parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Addendum, which is binding on the parties of this Addendum. IN WITNESS, the parties below have executed this Addendum, which will become effective on the last date written below. CONTRACTOR: CITY: SHI INTERNATIONAL CORP„ CITY OF KENT By: Ywo as By: '✓ (signature) (signal e) Print Name: Kristina Mann Print Name: Dana Ral Its: Sr.Contract Specialist Its Mayor (title) t1t ),ems DATE: 6/21/2018 DATE: / APRR-OWED AS TO FORM: f K nC L Department . h 141 1.,.-1 1. PARTICIPATING ADDENDUM - 5 OF 5 (City of Kent and SHI International Corp -June 4, 2018) i City of Mesa, AZ Contract # 2018011-02 for Information Technology Solutions and Services with SHI International Corp, Effective: March 1 , 2018 The following documents comprise the executed contract between the City of Meza, AZ and SHI International Corp, effective March 1 , 2018: I. Executed Contract II. Mayor and Council Approval III. Supplier Response IV. Original RFP A OR m s .a z AGREEMENT PURSUANT TO SOLICITATION CITY OF MESA AGREEMENT NUMBER 2018011 INFORMATION TECHNOLOGY SOLUTIONS& SERVICES CITY OF MESA,Arizona("City") Department Name City of Mesa—Purchasing Division Mailing Address P.O. Box 1466 Mesa, AZ 85211-1466 Delivery Address 20 East Main St, Suite 400 Mesa,AZ 85201 Attention Sharon Brause, CPPO, CPPB, CPCP Senior Procurement Officer E-Mail 3haron.8rauseQM saAZ'gay Phone (480)6"-2815 Fax (480)644-2655 AND SHI INTERNATIONAL CORP.,("Contractor") Mailing Address 290 Davidson Ave Somerset, NJ 08873 Remit Address PO Box 952121 Dallas, TX 75395-2121 Attention Meghan Flisakowski, Public Program Manager E-Mail Mgghan.FlisakowskirPshi,com Phone 512-5174088 Fax 732-652-6599 Website wwW.Rubliosector$hid reect.com! Page f of 33 CITY OF MESA AGREEMENT PURSUANT TO SOLICITATION This Agreement pursuant to solicitation ("A r menP') is entered into this 27th day of February, 2018, by and between the City of Mesa, Arizona, an Arizona municipal corporation ('CCU"), and SHI INTERNATIONAL CORP, a New Jersey corporation (", trac ') The City and Contractor are each a "Party.to the Agreement or together are'Parties'to the Agreement. RECITALS A. The City issued solicitation number 2018011 ("Solicitation") for INFORMATION TECHNOLOGY SOLUTIONS&SERVICES,to which Contractor provided a response("Response"); and B. The City Selected Contractor's Response as being in the best interest of the City and wishes to engage Contractor in providing the Services/Products described in the Solicitation and Response. C. "Services' means the resale services provided by Contractor under this Agreement; i.e. sourcing and fulfilling the Product and/or providing deliverables identified in an Order. D. "Products"means collectively third-party software, computer peripherals, computer hardware,and associated IT services provided by third parties or Contractor, as the case may be. E. "Order" means the form of purchase order or other document used for the purpose of ordering Product and/or deliverables pursuant to this Agreement. Order shall also include a phone order or on-line order placed by the City employee to Contractor utilizing the City's corporate procurement card or the City's written or electronic forth of purchase requisition. In consideration of the reciprocal promises contained in the Agreement, and for other valuable and good consideration, which the Parties acknowledge the receipt and sufficiency of, the Parties agree to the following Terms&Conditions. TERMS&CONQITIONS 1. Term.This Agreement is for a term beginning on March 1,2018 and ending on February 28,2023. The use of the word "Term" in the Agreement includes the aforementioned period as well as any applicable extensions or renewals in accordance with this Section 1. 1.1 RorvWAIts.On the mutual written agreement of the Parties, the Term may be renewed up to a maximum of two (2), one (1) year periods. Any renewal(s)will be a continuation of the same terms and conditions as in effect immediately prior to the expiration of the then- current term. 1.2 Extension for Proouremenit Processes. Upon the expiration of the Term of this Agreement, including any renewals permitted herein, at the City's sole discretion this Agreement may be extended on a month-to-month basis for a maximum of six(6) months to allow for the City's procurement processes in the selection of a Contractor to provide the Services/Products provided under this Agreement. The City will notify the Contractor in writing of its intent to extend the Agreement at least thirty (30) calendar days prior to the expiration of the Term. Any extension under this Subsection 1.2 will be a continuation of the same terms and conditions as in effect immediately prior to the expiration of the then- current term. 1.3 Delivery. Delivery shall be made to the location(s)contained in the Scope of Work within thirty (30) days after receipt of an Order. Contractor agrees to deliver all Products to the desktop of the ordering customer be delivered F.O.B. destination, freight pre-paid and allowed to various locations throughout the City. The City of Mesa shall be responsible for extra incurred fees for expedited shipping or other special delivery requirements. In Page 2 of 33 many cases within the City, the Contractor may be asked to deliver all goods to the front counter within a given department; this is a City requirement and other participating agencies who utilize this Agreement as a cooperative contract (see Exhibit C, Mesa Standard Terms✓i Conditions)may have other delivery requirements. 2. Scope of Work. The Contractor will provide the necessary staff, Services and associated resources to provide the City with the Services, Products, and obligations attached to this Agreement as Exhibit A("Scone of Work")Contractor will be responsible for all costs and expenses incurred by Contractor that are incident to the performance of the Scope of Work unless otherwise stated in Exhibit A. Contractor will supply all equipment and instrumentalities necessary to perform the Scope of Work. If set forth in Exhibit A, the City will provide Contractor's personnel with adequate workspace and such other related facilities as may be required by Contractor to carry out the Scope of Work. The Agreement is based on the Solicitation and Response which are hereby incorporated by reference into the Agreement as if written out and included herein. In addition to the requirements specifically set forth in the Scope of Work, the Parties acknowledge and agree that the Contractor shall perform in accordance with all terms, conditions, specifications and other requirements set forth within the Solicitation and Response unless modified herein. 3. Orders. Orders must be placed with the Contractor by either a:(i)Purchase Order when for a one- time purchase; (ii) notice to proceed, or (iii) Delivery Order off a Master Agreement for a requirements contract where multiple as-needed orders will be placed with the Contractor. The City may use the Internet to communicate with Contractor and to place Orders as permitted under this Agreement. The terms and conditions on any order form,quote,or similar document provided by Contractor to the City will not take precedence over the language set forth in this Agreement or any of the documents outlined in Section 4 below. 4. Document Order of Precedence. In the event of any inconsistency between the terms of the body of the Agreement, Exhibits, Solicitation, and Response, the language of the documents will control in the following order. a. Amendments to the Agreement b. Agreement C. Exhibits 1. Mesa Standard Terms&Conditions (Exhibit C) 2. Pricing (Exhibit B) 3. Scope of Work (Exhibit A) 4. Other Exhibits not listed above d. Solicitation including any addenda e. Contractor's Response 5. Payment. Subject to the provisions of the Agreement,the City will pay Contractor the sum(s)described in Exhibit B ("PrjgN") in consideration of Contractor's performance of the Scope of Work during the Term. 6. Pricing. Contractor's pricing shall be in the format of a minimum percentage discount off a verifiable price index. Contractor may submit discounts for various manufacturers. At the time of purchase, Contractor may offer deeper discounts beyond the discounted price list, based on volume or other factors, as applicable. Minimum discounts will remain firm during the entirety of the Term of the Agreement, unless the Contractor requests to increase its discount percentage, and will include all charges that maybe incurred in fulfilling requirement(s). In addition to decreasing prices for the balance of the Term due to a change in market conditions,a Contractor may conduct sales promotions involving price reductions for a specified lesser period. In the event a Product is discontinued, Contractor will provide a Product of the same or greater functionality, utilizing the discount structure. Page 3 cf 33 It is the Contractor's responsibility to provide the City with an up-to-date price list for the duration of the Agreement. 6.1 Prices. All pricing discounts shall be firm for the Term and all extensions or renewals of the Term except where otherwise provided in this Agreement, and will include all costs of the Contractor providing the Products/Service including transportation and insurance costs. No fuel surcharges will be accepted unless allowed in this Agreement. The City shall not be invoiced at prices higher than those stated in the Agreement. The Contractor further agrees that any reductions in the price of the Products or Services covered by this Agreement will apply to the undelivered balance. The Contractor shall promptly notify the City of such price reductions. No price modifications will be accepted without proper request by the Contractor and response by the City's Purchasing Division. 6.2 Price Adiustment. Any requests for reasonable price adjustments must be submitted in accordance with this section. Requests for adjustment in cost of labor and/or Products must be supported by appropriate documentation. There is no guarantee the City will accept a price adjustment therefore Contractor should be prepared for the Pricing to be firm over the Term of the Agreement. The City is only willing to entertain price adjustments based on an increase to Contractor's actual expenses or other reasonable adjustment in providing the Services/Products under the Agreement. If the City agrees to the adjusted price terns,the City shall issue written approval of the change. During the sixty (60) day period prior to expiration date of the then-current term of the Agreement,the Contractor may submit a written request to the City to allow an increase to the prices in an amount not to exceed the twelve (12) month change in the Consumer Price Index for All Urban Consumers (CPI-U), US City Average, All Items, Not Seasonally Adjusted as published by the U.S. Department of Labor, Bureau of Labor Statistics (htto./lwww.lbls.00v/cgUhomg.litm). The City shall review the request for adjustment and respond in writing;such response and approval shall not be unreasonably withheld, 6.3 Renewal and Extension Pricing. Any extension of the Agreement will be at the same pricing as the initial term. If the Agreement is renewed in accordance with Section 1,pricing may be adjusted for amounts other than inflation that represent actual costs to the Contractor based on the mutual agreement of the Parties. Contractor may submit a request for a price adjustment along with appropriate supporting documentation demonstrating the cost to the Contractor. Renewal prices shall be fine for the term of the renewal period and may be adjusted thereafter as outlined in Subsection 6.2. There is no guarantee the City will accept a price adjustment. 6.4 Invoices. Payment will be made to Contractor following the City's receipt of a properly completed invoice. Any issues regarding billing or invoicing must be directed to the City Department/Division requesting the Service or Product from the Contractor. A properly completed invoice should contain, at a minimum, all of the following: a. Contractor name, address, and contact information; b. City billing information; c. City contract number as listed on the first page of the Agreement; d. Invoice number and date; e. Payment terms; f. Date of Service or delivery of Product; g. Description of Products or Services provided; h. If Products provided, the quantity delivered and pricing of each unit; Page 4 of 33 I. Applicable taxes; and j. Total amount due. 6.5 Payment of Funds Contractor acknowledges the City may, at its option and where available use a Procurement Card/e-Payables to make payment for orders under the Agreement; otherwise, payment will be through a traditional method of a check or Electronic Funds Transfer(EFT) as available. 6.6 Disallowed Costs,Overoavment. If at any time the City determines that a cost for which payment was made to Contractor is a disallowed cost,such as an overpayment or a charge for Products/Service not in accordance with the Agreement, the City will notify Contractor in writing of the disallowance; such notice will state the means of correction which may be, but is not limited to, adjustment of any future claim/invoice submitted by Contractor in the amount of the disallowance, or to require repayment of the disallowed amount by Contractor. Contractor will be provided with the opportunity to respond to the notice. 7. Insurance. 7.1 " Contractor must obtain and maintain at its expense throughout the Term of the Agreement, at a minimum,the types and amounts of insurance set forth in this Section 7 from insurance companies authorized to do business in the State of Arizona;the insurance must cover the Products/Service to be provided by Contractor under the Agreement. For any insurance required under the Agreement, Contractor will name the City of Mesa, its agents, representatives, officials, volunteers, officers, elected officials, and employees as additional insured, as evidenced by providing either an additional insured endorsement or proper insurance policy excerpts. Nothing in this Section 7 limits Contractor's responsibility to the City. The insurance requirements herein are minimum requirements for the Agreement and in no way limit any indemnity promise(s)contained in the Agreement. 7.2 The City does not warrant the minimum limits contained herein are sufficient to protect Contractor and suboontractor(s) from liabilities that might arise out of performance under the Agreement by Contractor, its agents, representatives, employees, or subcontractor(s). Contractor is encouraged to purchase additional insurance as Contractor determines may be necessary. 7.3 Each insurance policy required under the Agreement must be in effect at or prior to the execution of the Agreement and remain in effect for the Term of the Agreement. 7.4 Prior to the execution of the Agreement, Contractor will provide the City with a Certificate of Insurance(using an appropriate"ACORD"or equivalent certificate)signed by the issuer with applicable endorsements. The City reserves the right to request additional copies of any or all of the policies, endorsements, or notices relating thereto required under the Agreement. 7.5 When the City requires a Certificate of Insurance to be furnished, Contractors insurance is primary of all other sources available. When the City is a certificate holder and/or an additional insured, Contractor agrees no policy will expire, be canceled, or be materially changed to affect the coverage available without advance written notice to the City. 7.6 The policies required by the Agreement must contain a waiver of transfer rights of recovery (waiver of subrogation) against the City, its agents, representatives, officials, volunteers, officers,elected officials,and employees for any claims arising out of the work of Contractor where permitted by law. Page 5 of 33 7.7 All insurance certificates and applicable endorsements are subject to review and approval by the City's Risk Management Division. 7.8 Types and Amounts of Insurance. Contractor must obtain and retain throughout the term of the Agreement, at a minimum, the following: 7.8.1 Worker's compensation insurance in accordance with the provisions of Arizona law. If Contractor operates with no employees, Contractor must provide the City with written proof Contractor has no employees. If employees are hired during the course of this Agreement. Contractor must procure worker's compensations in accordance with Arizona law. 7.8.2 The Contractor shall maintain at all times during the term of this contract, a minimum amount of $1 million per occurrencel$2 million aggregate Commercial General Liability insurance, including Contractual Liability. For Commercial General Liability insurance, the City of Mesa, their agents, officials, volunteers, officers, elected officials or employees shall be named as additional insured, as evidenced by providing an additional insured endorsement. 7.8.3 Automobile liability, bodily injury and property damage with a limit of$1 million per occurrence including owned, hired and non-owned autos. 8. Reaulirementta Contract. Contractor acknowledges and agrees the Agreement is a requirements contract;the Agreement does not guarantee any purchases will be made (minimum or maximum). Orders will only be placed when the City identifies a need and issues a purchase order or a written notice to proceed The City reserves the right to cancel purchase orders or a notice to proceed within a reasonable period of time of issuance; any such cancellation will be in writing. Should a purchase order or notice to proceed be canceled, the City agrees to reimburse Contractor for any actual and documented costs incurred by Contractor. If the City cancels a purchase order following shipment of the Products but prior to delivery,the City shall pay all freight and handling charges for shipment and return shipment of such Products to Contractor All returns shall be made in accordance with Contractor's Return Policy found at 1hi.22miraturni and this Agreement, with the terms of this Agreement controlling. The City will not reimburse Contractor for any avoidable costs incurred after receipt of cancellation including, but not limited to, lost profits, shipment of Product, or performance of Services. The City reserves the right to purchase contracted items through other sources if determined in the best interests of the City to do so. 9. Notices. All notices to be given pursuant to the Agreement will be delivered to the Contractor at the address listed on Page 1 of this Agreement. Notice will be delivered pursuant to the requirements set forth the Mesa Standard Terms and Conditions that are attached to the Agreement as Exhibit C. 10. WARRANTY. Contractor warrants that the Services and Products will conform to the requirements of the Agreement. Additionally, Contractor warrants that all Services will be performed in a good, workman-like and professional manner. The City's acceptance of Services or Products provided by Contractor will not relieve Contractor from its obligations under this warranty. If any Products or Services are of a substandard or unsatisfactory manner as determined by the City, Contractor, at no additional charge to the City, will provide Products or redo such Services until in accordance with this Agreement and to the City's reasonable satisfaction. 11, OEM PRODUCT WARRANTY. Contractor is a value-added reseller ("VAR") of Products, not the Original Equipment Manufacturer ("OEM")or licensor, and, except as provided herein, Contractor disclaims any warranty responsibility regarding warranties provided by the OEM for the Products provided under this Agreement ("OEM Product Warrantv') Contractor shall forward the OEM Product Warranties to the City which are provided to Contractor from the OEM of the Product and, to the extent granted by the OEM,the City shall be the beneficiary of the OEM's Product Warranties Page 6 of 33 with respect to the Product. Contractor is not a party to any such terms of the OEM Product Warranty between the City and OEM and the City agrees to look to the OEM for satisfaction of any and all OEM Product Warranty claims related to that OEM's Product. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, CONTRACTOR HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF NONINFRINGEMENT, OR ANY WARRANTY RELATING TO THIRD PARTY SERVICES OR PRODUCTS. THE DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT THE TERMS OF ANY OEM PRODUCT WARRANTY. 12. Representations of Contractor. To the best of Contractor's knowledge, Contractor agrees that: a. Contractor has no obligations, legal or otherwise, inconsistent with the terms of the Agreement or with Contractor's undertaking of the relationship with the City; b. Performance of the Services called for by the Agreement do not and will not violate any applicable law, rule, regulation, or any proprietary or other right of any third party; C. Contractor will not use in the performance of Contractor's responsibilities under the Agreement any proprietary information or trade secret of a farmer employer of its employees (other than City, if applicable); and d. Contractor has not entered into and will not enter into any agreement, whether oral or written, in conflict with the Agreement. 13. Mesa Standard Terms and Conditions. Exhibit C to the Agreement is the Mesa Standard Terms and Conditions as modified by the Parties,which are incorporated by reference into the Agreement as though fully set forth herein. In the event of any inconsistency between the terms of the Agreement and the Mesa Standard Terns and Conditions, the language of the Agreement will control. The Parties or a Party are referred to as a"party"or"parties" in the Mesa Standard Terms and Conditions. The Term is referred to as the"term"in the Mesa Standard Terms and Conditions. 14. Counterparts and Facsimile or Electronic Slanatures. This Agreement may be executed in two (2)or more counterparts,each of which will be deemed an original and all of which,taken together, will constitute one agreement. A facsimile or other electronically delivered signature to the Agreement will be deemed an original and binding upon the Party against whom enforcement is sought. 15, Incorporation of Recitals and Exhibits. All Recitals and Exhibits to the Agreement are hereby incorporated by reference into the Agreement as if written out and included herein. In the event of any inconsistency between the terms of the body of the Agreement and the Exhibits,the language of the Agreement will control. Exhibits to this Agreement are the following: (A) Scope of Work/Technical Specifications (B) Pricing (C) Mesa Standard Terms and Conditions 16. Attorneys' Fees. The prevailing Party in any litigation arising out of the Agreement will be entitled to the recovery of rts reasonable attorney's fees, court costs, and other litigation related costs and fees from the other Party. 17, Title. Risk of toss. Returns. Contractor shall transfer to the City good and merchantable title to the Product, free from all liens, encumbrances and claims of others, upon delivery of the Product to and its receipt by the City, at which time title and risk of loss shall vest fully in the City, unless Page 7 of 33 notice of rejection is provided to Contractor's authorized representative within three (3) business days after such delivery. All returns of Product shall be made in accordance with this Agreement and Contractor's Return Policy found at www.sh.com/ra@urmUolicy,with the terms of the Agreement controlling. 18, Additional Acts The Parties agree to execute promptly such other documents and to perform such other acts as may be reasonably necessary to carry out the purpose and intent of the Agreement. 19. Headings. The headings of the Agreement are for reference only and will not limit or define the meaning of any provision of the Agreement. By executing below, each Party acknowledges that it understands, approves, and accepts all of the terms of the Agreement and the attached exhibits. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. CITY OF M A,ARIZONA SHI INTERNATIONAL CORP. By: By: t L c S Cassie Skelton Printed Name Printed Name 13Z, V=SS yeaU)e.ES J)iie� Contracts Manager Title 7 i� Title .c -27-18 2/27/18 Date Date REVIEWED,qY. By: Page 8 of 33 i EXHIBIT A SCOPE OF WORK 1. MINIMUM REQUIREMENTS. Contractor must meet the following minimum qualifications: a. A full range of information technology solution Products and Services to meet varying requirements of governmental agencies. b. Have a strong national presence as a computer solutions provider. C. Have a distribution model capable of delivering Products,free of charge,in a timely manner on a nationwide basis. d. Have a demonstrated sales presence. e. Ability to provide a toll-free telephone and state of the art electronic facsimile and internet ordering and billing capabilities. I. Be able to meet the minimum requirements of the cooperative purchasing program detailed herein. 2. ORDERING. Although the City is open to alternate ordering methods, the primary methods for customers placing orders with the Contractor is through the following: a. Online b. Telephone C. Fax d. Email 3. SCOPE OF PRODUCTS. Contractor will provide the ability to purchase a comprehensive, wide variety of Information Technology Solution Products including but not limited to the following categories: a. Personal Computer Systems: National brand name desktop PCs, notebooks and laptops from Enterprise Tier and Middle Tier Contractors that are business related computers, manufactured by companies, such as,Apple, COMPAQ, Dell, Gateway, Hewlett Packard, IBM/Lenovo and Toshiba. b. Standard Business Workstation. These will be used for typical tasks, which will include word processing, spreadsheet analysis, database management, business graphics, statistical analysis, internet, and other office automation activities. Product will include the operating system license, software media and documentation in the hardware shipment. C. High End Workstation: These will be used by application developers using GIS, CASE or other high-level language development tools, Computer Aided Design and Drafting professional, Internet Application developers or other sophisticated application work. Product will include the operating system license, software media and documentation in the hardware shipment. d. Laptop Computer or Notebook: These will be used by traveling or remote access users for typical office automation and business productivity use. With a port replicator or docking station, it may also be used as a standard desktop. Product will include the operating system license, software media and documentation in the hardware shipment. e. Network Equipment: This includes equipment primarily used for communications over an IP network. This includes layer 2 and layer 3 switches, routers, area wireless access points, point-to-point wireless access, optics, media interfaces (i.e. serial, T1, T3, OC3) and fiber channel. Class of equipment should include home office, small and medium business,and enterprise. Contractors may include, but not limited to,Cisco Systems, Dell, Page 9 of 33 Juniper Networks, HP, Extreme Networks, Enterasys Networks, D-Link, Netgear, and Brocade Communications Systems. f. Monitors: These will include plug and play compatible monitors that are manufactured for the above systems and/or any other brand that may be specifically called for by the ordering entity and which meet the most current UL and OSHA requirements. g. Comoutar and Network Products and Paripherala: Complete availability of major manufacturers Product lines on items such as, but not limited to RAM, graphic accelerator cards, network interface cards, cables, printers, scanners, keyboards, drives, memory cards,cables, batteries, etc. h. Services: Services such as cloud computing, consulting, technical support, leasing/financing, trade-ins, repair, design, analysis, configuration, implementation, installation, training, and maintenance, etc. In addition, Services which are related to the design, use or operation of the Products being purchased such as system configurations, testing, hardware/software installation, upgrades, imaging, etc. Note: All hardware must come fully assembled. For example, if extra memory, additional drives or peripherals are ordered, the Contractor must install them unless the Participating Agency request they not be installed. Contractor shall provide these assembly and installation services as stated in the applicable Order; any additional terms and costs that may apply will be identified in the quote. In cases of custom configuration (e.g,: imaging, etching, kitting, build to order machines, rack and stack servers)and large roll outs,there may be an additional cost associated with assembly. Any additional costs will be noted at the time of quoting. Installation/deployment projects typically are governed by a scope of work specific to the project which may require an additional cost. If installation is requested the Contractor will review options and provide the scope of work as well as any associated costs at the time of quoting. i. Comprehensive Produck Offerimg: Contractor's complete catalog and Services set forth in Exhibit B shall be available. The City reserves the right to accept or reject any or all items offered. j. Financing: Options available such as lease programs and conditional sales contracts. 4. LICENSES. Participating Agencies may be required to sign a separate agreement, rider or End User Licensing Agreement("EULA") as required by manufacturers. S. DEFECTIVE PRODUCT.All defective Products shall be replaced and exchanged by the Contractor at no cost to the City in accordance with this Agreement and Contractor's Return Policy found at ww+rw.shi,comlreturnpolioy, with the terms of this Agreement controlling. Contractor will order a replacement unit within one (1) business day of notice of damage, defect or DOA from the City. The cost of transportation, unpacking, inspection, re-packing, re-shipping or other like expenses shall be paid by the Contractor.All replacement Products must be received by the City within seven (7)days of initial notification. Page 10 of 33 EXHIBIT B PRICING Item # Product Product/Group Discount Manufacturer Name 1) Desktops 4.50% SHI's Full Catalog of Systems 2) Notebooks 4.50% SHI's Full Catalog of Systems 1) Group 1-Systems 3) Tablets 4.50% SHI's Full Catalog of Systems 4) Servers 4.50% SHI's Full Catalog of (1 Processor,2 Processor,4+ Systems Processor, Blade,Tower, Unix, Handhelds,etc) 5.00% SHI's Full Catalog of 5) Keyboards Input Devices 5.00% SHI's Full Catalog of 6) Mice Input Devices 4,00% SHI's Full Catalog of 7) Imaging Scanners Input Devices 4.00% SHI's Full Catalog of 9) POS Scanners Input Devices 4.00% SHI's Full Catalog of 9) Pointing Devices Input Devices 4.00% SHI's Full Catalog of 2) Group 2-Input Devices Input Devices 10) Bar Code Readers In p 4.00% SHI's Full Catalog of 11) Audio Input Input Devices 4.00% SHI's Full Catalog of 12) Input Adapters Input Devices 4.00% SHI's Full Catalog of 13) PC and Network Cameras Input Devices 4.00% SHI's Full Catalog of 14) Input Cables Input Devices 4.00% SHI's Full Catalog of 15) Input Accessories Input Devices 4.50% SHI's Full Catalog of 3) Group 3-Output Devices 16) Displays Output Devices 4.50% SHI's Full Catalog of 17) Printers Output Devices Page 11 of 33 4.50% SHI's Full Catalog of 18) Inkjet Printers Output Devices 4.50% SHI's Full Catalog of 19) Inkjet Photo Printers Output Devices 4.50% SHI's Full Catalog of 20) Laser Printers Output Devices 4.50% SHI's Full Catalog of 21) Label Printers Output Devices 4.50% SHI's Full Catalog of 22) Dot Matrix Printers Output Devices 4.50% SHI's Full Catalog of 23) Multi-Function Printers Output Devices 4.50% SHI's Full Catalog of 24) Wide Format Printers Output Devices 4.50% SHI's Full Catalog of 25) Multi-Function Inkjet Printers Output Devices 4.50% SHI's Full Catalog of 26) Wide Format Printers Output Devices 4.50% SHI's Full Catalog of 27) Fax Machine Printers Output Devices 4.50% SHI's Full Catalog of 28) Printer Accessories Output Devices 4.50% SHI's Full Catalog of 79) Projectors Output Devices 4.50% SHI's Full Catalog of 30) Projector Accessories Output Devices 4.500A SHI's Full Catalog of 31) Audio Input Output Devices 4.50% SHI's Full Catalog of 32) Video Cards Output Devices 4.50% SHI's Full Catalog of 33) Sound Cards Output Devices 4.50% SHI's Full Catalog of 341 Output Accessories Output Devices 4.50% SHI's Full Catalog of 35) Printer Consumables Output Devices 4.50% SHI's Full Catalog of 36) Desktop Memory 4) Group 4-Memory _ 4.50% SHI's Full Catalog of 37) Flash Memory Page 12 of 33 i 4.50% SHI's Full Catalog of 38) Networking Memory 4.50% SHI's Full Catalog of 39) Notebook Memory 40) Printer/Fax 4.50% SHI's Full Catalog of Memory 4.50% SHI's Full Catalog of 41) Server Memory 4.00% SHI's Full Catalog of 42) Adapters Fiber Channel Storage Devices 4.00% SHI's Full Catalog of 43) Adapters FireWire/USB Storage Devices 4.00% SHI's Full Catalog of 44) Adapters IDE/ATA/SATA Storage Devices 4.00% SHI's Full Catalog of 45) Adapters RAID Storage Devices 4.00% SHI's Full Catalog of 46) Adapters SCSI Storage Devices 4.00% SHI's Full Catalog of 47) Bridges& Routers Storage Devices 48) Disk Arrays 4.00% SHI's Full Catalog of Storage Devices 49) Disk Arrays 1BOD 4.00% SHI's Full Catalog of Storage Devices 5) Group 5-Storage Devices -_ 50) Drives Magneto-Optical 4.00% SHI's Full Catalog of Storage Devices 51) Drives Removable Disks 4.00% SHI's Full Catalog of Storage Devices 52) Fiber Channel Switches 4.00% SHI's Full Catalog of Storage Devices 53) HardDisks-External 4.00% SHI's Full Catalog of Storage Devices 4.00% SHI's Full Catalog of 54) Hard Disks-Fiber Channel Storage Devices 4.00% SHI's Full Catalog of 55) Hard Disks-IDE/ATA/S Storage Devices 4.00% SHI's Full Catalog of 56) Hard Disks-Notebook Storage Devices 4.00% SHI's Full Catalog of 57) Hard Disks-SCSI Storage Devices Page 13 of 33 4.00% SHI's Full Catalog of 58) Networking Accessories Storage Devices 4.00% SHI's Full Catalog of 59) Optical Drives-CD-ROM Storage Devices 4.00% SHI's Full Catalog of 60) Optical Drives-CD-RW Storage Devices 61) Optical Drives-DVD-CD 4.00% SHI's Full Catalog of Storage Devices 62) Optical Drives-DVD-RW 4.00% SHI's Full Catalog of Storage Devices 63) Storage Accessories 4.00% SHI's Full Catalog of Storage Devices 64) Storage-NAS 4.00% SHI's Full Catalog of Storage Devices 65) Storage-SAN 4.00% SHI's Full Catalog of Storage Devices 66) Tape Autoloaders-AIT 4.00% SHI's Full Catalog of Storage Devices 4.00% SHI's Full Catalog of 67) Tape Autoloaders-DAT Storage Devices 4.00% SHI's Full Catalog of 68) Tape Autoloaders-DLT Storage Devices 4.00% SHI's Full Catalog of 69) Tape Autoloaders-LTC Storage Devices 4.00% SHI's Full Catalog of 70) Tape Drives-4mm Storage Devices 4.00% SHI's Full Catalog of 71) Tape Drives-8mm/VXA Storage Devices 4.00% SHI's Full Catalog of 72) Tape Drives-AIT Storage Devices 4.00% SHI's Full Catalog of 73) Tape Drives-DAT Storage Devices 74) Tape Drives-DLT 4.00% SHI's Full Catalog of Storage Devices 75) Tape Drives-LTO/Ultrium 4.00% SHI's Full Catalog of Storage Devices 76) Tape Drives SDLT 4.00% SHI's Full Catalog of Storage Devices 77) Tape Drives-Travan 4.00% 5HI's Full Catalog of Storage Devices Page U of 33 78) 10/100 Hubs&Switches 5.00% SHI's Full Catalog of Network Equipment 79) Bridges&Routers 5.00% SHI's Full Catalog of Network Equipment 5.00% SHI's Full Catalog of 80) Gigabit Hubs&Switches Network Equipment 5.00% SHI's Full Catalog of 81) Concentrators& Multiplexers Network Equipment 5.00% SHI's Full Catalog of 82) Hardware Firewalls Network Equipment 5.00% SHI's Full Catalog of 83) Intrusion Detection Network Equipment 5.00% SHI's Full Catalog of 84) KVM Network Equipment 5.00% SHI's Full Catalog of 85) Modems Network Equipment 6) Group 6-Network 5.00% SHI's Full Catalog of Equipment 86) Network Test Equipment Network Equipment 5.00% SHI's Full Catalog of 87) Network Adapters Network Equipment 5.00% SHI's Full Catalog of 88) Network Cables Network Equipment 5.00% SHI's Full Catalog of 89) Network Accessories Network Equipment 5.00% SHI's Full Catalog of 90) Repeaters &Transceivers Network Equipment 5.00% SHI's Full Catalog of 91) Wireless LAN Accessories Network Equipment 5.00% SHI's Full Catalog of 92) Token Authentication Network Equipment 5.00% SHI's Full Catalog of 93) 1OG Fiber Optic Transceivers Network Equipment 5.00% SHI's Full Catalog of 94) 1G Fiber Optic Transceivers Network Equipment 95) Licensing Packages 4.50% SHI's Full Catalog of (e.g. Microsoft) Software 7) Group 7-Software 4.50% SHI's Full Catalog of 96) Licensing Backup Software 4.50% SHI's Full Catalog of 97) Licensing Barcode/OC Software Page 15 of 33 4.50% SHI's Full Catalog of 98) Licensing Business Application Software 4.50% SHI's Full Catalog of 99) Licensing CAD/CAM Software 4.50% SHI's Full Catalog of 100) Licensing- Cloning Software 4.50% SHI's Full Catalog of 1011 Licensing-ComputerServices Software 4.50% SHI's Full Catalog of 102) Licensing_ -Database Software 4.50% SHI's Full Catalog of 103) Licensing-Development Software 4.50% SHI's Full Catalog of 104) Licensing-Entertainment Software 4.50% SHI's Full Catalog of 105) Licensing_ -Financial Software 4.50% SHI's Full Catalog of 106) Licensing-Flow Chart Software 4.50% SHI's Full Catalog of 107) Licensing_ -Graphic Design Software 4.50% SHI's Full Catalog of SOS) Licensing_ -Handheld Software 4.50% SHI's Full Catalog of 109) Licensing-Network OS Software 4.50% SHI's Full Catalog of 110) Licensing-OS Software 111) Licensing-Personal 4.50% SHI's Full Catalog of Organization Software 4.50% SHI's Full Catalog of 112) Licensing-Presentation Software 4.50°% SHI's Full Catalog of 113) Licensing-Reference Software 4.50% SHI's Full Catalog of 114) Licensing-Report Analysis Software 4.50% SHI's Full Catalog of 115) Licensing_-Spreadsheet Software 4.50% SHI's Full Catalog of 116) Licensing-Utilities Software 4.50% SHI's Full Catalog of 117) Licensing-Warranties Software Page 16 of 33 i 4.50% SHI's Full Catalog of 118) Licensing_ -Web Development Software 4.50% SHI's Full Catalog of 119) Licensing-Word Processing Software 4.50% SHI's Full Catalog of 120) Software- Backup Software 4.50% SHI's Full Catalog of 121) Software-Barcode/OCR Software 122) Software-Business 4.50% SHI's Full Catalog of Application Software 4.50% SHI's Full Catalog of 123) Software-CAD/CAM Software 4.50% SHI's Full Catalog of 124) Software-Cloning Software 4.50% SHI's Full Catalog of 125) Software-Computer Services Software 4.50°% SHI's Full Catalog of 126) Software-Database Software 4.50% SHI's Full Catalog of 127) Software- Development Software 4.50% SHI's Full Catalog of 128) Software-Entertainment Software 4.50% SHI's Full Catalog of 129) Software-Financial Software 4.50% SHI's Full Catalog of 130) Software-Flow Chart Software 4.50% SHI's Full Catalog of 131) Software-Graphic Design Software 4.50% SHI's Full Catalog of 132) Software- Handheld Software 4.50% SHI's Full Catalog of 133) Software-OS Software 134) Software-Personal 4.50% SHI's Full Catalog of Organization Software 4.50% SHI's Full Catalog of 135) Software- Presentation Software 4.50% SHI's Full Catalog of 136) Software- Reference Software 4.50% SHI's Full Catalog of 137) Software-Report Analysis Software Page 17 of 33 4.50% SHI's Full Catalog of 138) Software-Spreadsheet Software 4.50% SHI's Full Catalog of 139) Software- Utilities Software 4.50% SHI's Full Catalog of 140) Software-Warranties Software 4.50% SHI's Full Catalog of 141) Software-Web Development Software 4.50% SHI's Full Catalog of 142) Software-Word Processing Software 4.00% SH I's Full Catalog of 143) Media-4mmtape Media Supplies 4.00% SHI's Full Catalog of 144) Media-AITtape Media Supplies 4.00% SHI's Full Catalog of 145) Media- DAT tape Media Supplies 4.00% SHI's Full Catalog of 146) Media-DLT tape Media Supplies 147) Media LTO/Ultrium tape 4.00% SHI's Full Catalog of drive Media Supplies 8) Group 8-Media Supplies 4.00% SHI's Full Catalog of 148) Media- Magneto-Optical Media Supplies 4.00% SHI's Full Catalog of 149) Media-Optical Media Supplies 4.00% SHI's Full Catalog of 150) Media-SLR tape Media Supplies 4.00% SHI's Full Catalog of 151) Media-Travantape Media Supplies 4.00% SHI's Full Catalog of 152) Media-VXA tape Media Supplies 4.00% SHI's Full Catalog of 153) Media-zip Media Supplies 4.00% SHI's Full Catalog of Collaboration and IP 154) IP phones Telephony 4.00% SHI's Full Catalog of 9) Group 9-Collaboration & Collaboration and IP IP Telephony Telephony 155) Video conferencing products 4.00% SHI's Full Catalog of Collaboration and IP 156) Voice gateways/servers Telephony Page 18 of 33 i 4.00% SHI's Full Catalog of Collaboration and IP 157) Headsets Telephony 4.00% SHI's Full Catalog of Collaboration and IP 158) Audio conferencin_g products Telephony 4.00% SHI's Full Catalog of Collaboration and IP 159) Analog phones Telephony 4.00% SHI's Full Catalog of Collaboration and IP 160) Accessories Telephony 4.00% SHI's Full Catalog of 161) Advanced Integration Other 4.00% SHI's Full Catalog of 162) Asset Disposal Other 4.00% SHI's Full Catalog of 163) Asset Management Other 4.00% SHI's Full Catalog of 164) Cables Other 4.00% SHI's Full Catalog of 165) Cables-custom Other 4.00% SHI's Full Catalog of 166) Cables- printer Other 4.00% SHI's Full Catalog of 167) Complex warranties Other 10) Group 10-Other 4.00% SHI's Full Catalog of 168) Desktop Accessories Other 4.00% SHI's Full Catalog of 169) Display Accessories Other 4.00% SHI's Full Catalog of 170) Electronic Services Other 4.00% SHI'sFullCatalogof 171) Handheld Accessories Other 4.00% SHI's Full Catalog of 172) Imaging Accessories Other 4.00% SHI's Full Catalog of 173) Imaging_ -Camcorders Other 4.00% SHI's Full Catalog of 174) Imaging-Digital Cameras Other Page 19 of 33 4.00% SHI's Full Catalog of 175) Internal Lab Service Other 4.00% SHI's Full Catalog of 1761 Labfees Other 4.00% SHI's Full Catalog of 177) Managed Services Other 4.00% SHI's Full Catalog of 178) Miscellaneous solutions Other 179) Mounting hardware for 4.00% SHI's Full Catalog of vehicles Other 4.00% SHI's Full Catalog of 180) Networking_ Warranties Other 4.00% SHI's Full Catalog of 181) Notebook Accessories Other 4.00% SHI's Full Catalog of 1821 Notebook Batteries Other 4.00% SHI's Full Catalog of 183) PC Lab order services Other 4.00% SHI's Full Catalog of 184) POS Accessories Other 4.00% SHI's Full Catalog of 185) POS Dis_plays Other 4.00% $Hi's Full Catalog of 186) Power Accessories Other 4.00% SHI's Full Catalog of 187) Power Surge Protection Other 4.00% SHI's Full Catalog of 188) Power UPS Other 4.00% SHI's Full Catalog of 189) Server Accessories Other 4.00% SHI's Full Catalog of 190) Service Charge Other 4.00% SHI's Full Catalog of 1911 Svstem Components Other 4.00% SHI's Full Catalog of 192) Training Courses Other 4.000/6 SHI's Full Catalog of 193) Training_ Reference Manuals Other 4.00°OA SHI's Full Catalog of 194) Warranties-Electronic Other Page 20 of 33 4.00% SHI's Full Catalog of 195) iPAD/Tablet Stylus Other 4.00% SHI's Full Catalog of 196) Mouse/Wrist Pads Other 4.00% SHI's Full Catalog of 197) Security Locks and Hardware Other 4.009/. SHI's Full Catalog of 198) Tools Other 199) Document Scanner 4.00% SHI's Full Catalog of Accessories Other 4.00% SH I's Full Catalog of 200) Flatbed Scanners I Other 4.00% SHI's Full Catalog of 201) Mobile Scanners Other 4.00°% SHI's Full Catalog of 202) Network Scanners Other 4.00°% SHI's Full Catalog of 203) Sheet fed Scanners Other 4.00% SHI's Full Catalog of 204) Wide Format Scanners Other 205) Workgroup/Department 4.00% SHI's Full Catalog of Scanner Other 4.00% SHI's Full Catalog of 206) Build to Order Desktops Other 4.00% SHI's Full Catalog of 207) Nettop Other 4.00% SHI's Full Catalog of 208) Point of Sale Other 4.00% SHI's Full Catalog of 209) Ultra Small Form Factor Other 210) Apple/Mac Memory 4.00% SHI's Full Catalog of Upgrades Other 4.00% SHI's Full Catalog of 211) Chips/SIMMs/SIPPs/ROMs Other 4.00% SHI's Full Catalog of 212) Computer Cases Other 4.00% SHI's Full Catalog of 213) CPUs/Fans Other 4.00% 1 SHI's Full Catalog of 214) Memory Accessories Other Page 21 of 33 4.00% SHI's Full Catalog of 215) Motherboards/Chassis Other 4.00% SHI's Full Catalog of 216) 1-2 port Serial Boards Other 4.00% SHI's Full Catalog of 217) 3+port Serial Boards Other 4.00% SHI's Full Catalog of 218) Console Server Other 4.00% SHI's Full Catalog of 219) Device Server Other 4.00% SHI's Full Catalog of 220) Terminal Server Other 4.00% SHI's Full Catalog of 221) Content Management Other 4.00% SHI's Full Catalog of 222) Firewall/VPN Appliances Other 223) Multifunction Security 4.00% SHI's Full Catalog of Appliances Other 4.00% SHI's Full Catalog of 224) Network Camera Accessories Other 4.00% SHI's Full Catalog of 225) Network Cameras Other 226) Physical/Environmental 4.00% SHI's Full Catalog of Security Other 227) Security Appliance 4.00% SHI's Full Catalog of Accessories Other 4.00% SHI's Full Catalog of 228) Securitv Tokens Other 4.00% SHI's Full Catalog of 229) Unified Threat Management Other 4.00% SHI's Full Catalog of 230) 2-way Radios/Walkie Talkies Other 4.60-A SHI's Full Catalog of 231) Apple Notebooks Other 232) Convertible PCs/Slate PCs/ 4.00% SHI's Full Catalog of WAD Other 4.00% SHI's Full Catalog of 233) iPAD Other 4.00% SHI's Full Catalog of 234) Slate Tablet Computers Other I Page 22 of 33 i 4.00% SHI's Full Catalog of 235) GPS/PDA Other 236) Wireless Communication 4.00% SHI's Full Catalog of Devices Other 4.00% SHI's Full Catalog of 237) Batteries Other 4.00% SHI's Full Catalog of 238) Power Supplies/Adapters Other 4.00% SHI's Full Catalog of 239) Rackmountain Equipment Other 4.00°% SHI's Full Catalog of 240) Remote Power Management Other 4.00% SHI's Full Catalog of 241) Surge Suppressors Other 4.00% SHI's Full Catalog of 242) UPS/Battery Backup Other 4.00% SHI's Full Catalog of 243) 14" &smaller LCD Display Other 4.00% SHI's Full Catalog of 244) 15-19" LCD Display Other 4.00% SHI's Full Catalog of 245) 15-19" Wide LCD Display Other 4.00% SHI's Full Catalog of 246) 15-19" Wide LED Display Other 4.00% SHI's Full Catalog of 247) 20-30" LCD Display Other 4.00% SHI's Full Catalog of 248) 20-30"Wide LCD Display Other 4.00% SHI's Full Catalog of 249) 20-30" Wide LED Display Other 4.00% SHI's Full Catalog of 250) PCoIP and Zero Client Displays Other 4.00% SHI's Full Catalog of 251) Arm Mounts Other 4.00% SHI's Full Catalog of 252) Ceiling Mounts Other 4.00% SHI's Full Catalog of 253) Combo Mounts Other 4.00% SHI's Full Catalog of 254) Desktop Stands/Risers Other Page 23 of 33 4.00% SHI's Full Catalog of 255) Flat Wall Mounts Other 4.00% SHI's Full Catalog of 256) Mount Accessories Other 4.00% SHI's Full Catalog of 257) Pole Display Other 4.00% SHI's Full Catalog of 258) Stands/Carts/Feet Other 4.00% SHI's Full Catalog of 259) Tilt Wall Mounts Other 4.00% SHI's Full Catalog of 260) C-Cure Products Other 4.00% SHI's Full Catalog of 261) Istar Products Other SERVICE STANDARD DISCOUNT FROM HOURLY RATE STANDARD RATE Design and Analysis $ 125.00 4% Configuration $ 165.00 4% Implementation $ 185.00 4% 11) Group 11-Services Installation $ 185.00 4% Training $ 99.00 4% Maintenance&Support $ 99.00 4% All other Current and Future Products not specifically identified here will be offered at a 4%discount off SHI Advertised List price. Please see description below for more information on SHI's discount model for this contract. All discounts articulated here represent the minimum discounts off SHI Advertised List Price;actual discounts maybe significantly higher. Page 24 of 33 I The comprehensive SHI offering for National IPA consists of all hardware,software,and services available to our customers in the public sector marketplace. The discount structure offered to National IPA is based on our Advertised Price List which can be located on www.shi.com. In many cases, SHI Advertised List Price already reflects a substantial discount off of Manufacturer Published List prices.Given the breadth of manufacturers and products that SHI offers,there will be many opportunities for SHI to secure additional discounts for eligible contract users.We work to provide your contract users with the most advantageous pricing available,above and beyond the minimum discounts offered,whenever possible. SHI prides ourselves on being honest and transparent with our customers especially when it comes to pricing. We base our discount structure on SHI Advertised Price as this is a verifiable source. We do not inflate this Advertised Price for RFPs in order to make our discounts appear larger,Other vendors may use MSRP or Publisher List price,which can be unreliable as a pricelist may not exist for every product,a pricelist can change from day to day,and a pricelist can be inconsistent depending on where you source the information from.When a vendor manipulates contract language in this manner or uses a loose definition of cost, it results in an increase in profit for them and higher prices for customers. SHI is willing to provide complete transparency over the life of the contract as it relates to our costs and what we charge National IPA customers. Page 26 of 33 EXHIBIT C MESA STANDARD TERMS AND CONDITIONS 1. INDEPENDENT CONTRACTOR. It is expressly understood that the relationship of Contractor to the City will be that of an independent contractor. Contractor and all persons employed by Contractor, either directly or indirectly, are Contractor's employees, not City employees. Accordingly, Contractor and Contractor's employees are not entitled to any benefits provided to City employees including, but not limited to,health benefits,enrollment in a retirement system, paid time off or other rights afforded City employees. Contractor employees will not be regarded as City employees or agents for any purpose, including the payment of unemployment or workers' compensation. If any Contractor employees or subcontractors assert a claim for wages or other employment benefits against the City,Contractor will defend, indemnity and hold harmless the City from all such claims. 2, SUBCONTRACTING. Contractor may not subcontract work under this Agreement without the express written permission of the City. If Contractor has received authorization to subcontract work, it is agreed that all subcontractors performing work under the Agreement must comply with its provisions. Further, all agreements between Contractor and its subcontractors must provide that the terms and conditions of this Agreement be incorporated therein. 3. ASSIGNMENT. This Agreement may not be assigned either in whole or in part without first receiving the other Party's written consent. Any attempted assignment, either in whole or in part, without such consent will be null and void and in such event the other Party will have the right at its option to terminate the Agreement. No granting of consent to any assignment will relieve either Party from any of its obligations and liabilities under the Agreement. Notwithstanding the foregoing, either Party may assign this Agreement and its rights, interests, liabilities and obligations thereunder to a successor pursuant to a merger, consolidation or sale of all or substantially all its assets following sixty(60)days written notice. 4. SUCCESSORS AND ASSIGNS, BINDING EFFECT. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. 5. NO THIRD-PARTY BENEFICIARIES. This Agreement is intended for the exclusive benefit of the parties. Nothing set forth in this Agreement is intended to create,or will create,any benefits,rights, or responsibilities in any third parties. 6. NOW EXCLUSIVITY. The City, in its sole discretion, reserves the right to request the Products or Services set forth herein from other sources when deemed necessary and appropriate. No exclusive rights are encompassed through this Agreement, 7, AMENDMENTS. There will be no oral changes to this Agreement. This Agreement can only be modified in a writing signed by both parties. No charge for extra work or Product will be allowed unless approved in writing, in advance, by the City and Contractor. 8. TIME OF THE ESSENCE. Time Is of the essence to the performance of the parties' obligations under this Agreement. 9. COMPLIANCE WITH APPLICABLE LAWS. a. General. Contractor must procure all permits and licenses, and pay all charges and fees necessary and incidental to the lawful conduct of business. Contractor must stay fully informed of existing and future federal, state, and local laws, ordinances, and regulations that in any manner affect the fulfillment of this Agreement and must comply with the same at its own expense. Contractor bears full responsibility for training, safety, and providing necessary equipment for all Contractor personnel to achieve throughout the term of the Agreement. Upon request, Contractor will demonstrate to the City's satisfaction any programs, procedures,and other activities used to ensure compliance. Page 26 of 33 b. Drug-Free Workplace. Contractor is hereby advised that the City has adopted a policy establishing a drug-free workplace for itself and those doing business with the City to ensure the safety and health of all persons working on City contracts and projects. Contractor will require a drug-free workplace for all Contractor personnel working under this Agreement. Specifically, all Contractor personnel who are working under this Agreement must be notified in writing by Contractor that they are prohibited from the manufacture, distribution, dispensation, possession, or unlawful use of a controlled substance in the workplace. Contractor agrees to prohibit the use of intoxicating substances by all Contractor personnel, and will ensure that Contractor personnel do not use or possess illegal drugs while in the course of performing their duties. C. federal and State Immigration Laws. Contractor agrees to comply with the Immigration Reform and Control Act of 1986(IRCA) in performance underthis Agreement and to permit the City and its agents to inspect applicable personnel records to verify such compliance as permitted by law. Contractor will ensure and keep appropriate records to demonstrate that all Contractor personnel have a legal right to live and work in the United States. i. As applicable to Contractor, under the provisions of A.R.S. §41-4401, Contractor hereby warrants to the City that Contractor and each of its subcontractors will comply with,and are contractually obligated to comply with,all federal immigration laws and regulations that relate to their employees and A.R.S. § 23-214(A) (hereinafter"Contractor Immigration Warranty'). ii. A breach of the Contractor Immigration Warranty will constitute as a material breach of this Agreement and will subject Contractor to penalties up to and including termination of this Agreement at the sole discretion of the City. iii. The City retains the legal right to inspect the papers of all Contractor personnel who provide services under this Agreement to ensure that Contractor or its subcontractors are complying with the Contractor Immigration Warranty. Contractor agrees to assist the City in regard to any such inspections. IV. The City may, at its sole discretion,conduct random verification of the employment records of Contractor and any subcontractor to ensure compliance with the Contractor Immigration Warranty. Contractor agrees to assist the City in regard to any random verification performed. V. Neither Contractor nor any subcontractor will be deemed to have materially breached the Contractor Immigration Warranty if Contractor or subcontractor establishes that it has complied with the employment verification provisions prescribed by Sections 274A and 274E of the Federal Immigration and Nationality Act and the E-Verify requirements prescribed by A.R.S. §23-214 (A). d. Nondiscrimination. Contractor represents and warrants that it does not discriminate against any employee or applicant for employment or person to whom it provides services because of race, color, religion, sex, national origin, or disability, and represents and warrants that it complies with all applicable federal, state, and local laws and executive orders regarding employment. Contractor and Contractor's personnel will comply with applicable provisions of Title VII of the U.S. Civil Rights Act of 1964,as amended, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), and applicable rules in performance under this Agreement. e. State Sponsors of Terrorism Prohibition. Per A.R.S. § 35-392, Contractor must not be in violation of section 66) of the Federal Export Administration Act and subsequently prohibited by the State of Arizona from selling goods of services to the City. 10, SALES/USE TAX, OTHER TAXES. a. Contractor is responsible for the payment of all taxes including federal, state, and local taxes related to or arising out of Contractor's Services under this Agreement, including by way of illustration but not limitation, federal and state income tax, Social Security tax, Page 27 of 33 unemployment insurance taxes, and any other taxes or business license fees as required. If any taxing authority should deem Contractor or Contractor employees an employee of the City, or should otherwise claim the City is liable for the payment of taxes that are Contractor's responsibility under this Agreement, Contractor will indemnify the City for any tax liability, interest, and penalties imposed upon the City. b. The City is exempt from paying certain federal excise taxes and will furnish an exemption certificate upon request. The City is not exempt from state and local sales/use taxes. 11 AMOUNTS DUE THE CITY. Contractor must be current and remain current in all obligations due to the City during the performance of Services under the Agreement. Payments to Contractor may be offset by any delinquent amounts due the City or fees and charges owed to the City. 12. PUBLIC RECORDS. Contractor acknowledges that the City is a public entity,subject to Arizona's public records laws (A.R.S. § 39-121 at. seq.) and that any documents related to this Agreement may be subject to disclosure pursuant to state law in response to a public records request or to subpoena orotherjudicial process. 12.1. If Contractor believes document related to the Agreement contains trade secrets or other proprietary data, Contractor must notify the City and include with the notification a statement that explains and supports Contractor's claim. Contractor also must specifically identify the trade secrets or other proprietary data that Contractor believes should remain confidential. 12.2. In the event the City determines it is legally required to disclose pursuant to law any documents or information Contractor deems confidential trade secrets or proprietary data, the City, to the extent possible, will provide Contractor with prompt written notice by certified mail, fax, email or other method that tracks delivery status of the requirement to disclose the information so Contractor may seek a protective order from a court having jurisdiction over the matter or obtain other appropriate remedies. The notice will include a time period for Contractor to seek court ordered protection or other legal remedies as deemed appropriate by Contractor. If Contractor does not obtain such court ordered protection by the expiration of said time period,the City may release the information without further notice to Contractor. 13. AUDITS AND RECORDS. Contractor must preserve the records related to this Agreement for six (6)years after completion of the Agreement. The City or its authorized agent reserves the right to inspect any records related to the performance of work specified herein. In addition, the City may inspect any and all payroll, billing or other relevant records kept by Contractor in relation to the Agreement. Contractor will permit such inspections and audits during normal business hours and upon reasonable notice by the City. The audit of records may occur at Contractors place of business or at City offices, as determined by the City. 14. BACKGROUND CHECK. The City may conduct criminal, driver history, and all other requested background checks of Contractor personnel who would perform Services under the Agreement or who will have access to the City's information,data,orfacilities in accordance with the City's current background check policies. Any officer, employee, or agent that fails the background check must be replaced immediately for any reasonable cause not prohibited by law. 15. SECURITY CLEARANCE AND REMOVAL OF CONTRACTOR PERSONNEL. The City will have final authority, based on security reasons (i) to determine when security clearance of Contractor personnel is required; (ii)to determine the nature of the security clearance, up to and including fingerprinting Contractor personnel; and (iil)to determine whether or not any individual or entity may provide Services under this Agreement. If the City objects to any Contractor personnel for any reasonable cause not prohibited by law, then Contractor will, upon notice from the City, remove any such individual from performance of Services under this Agreement. 16. DEFAULT. a. A party will be in default if that party: Page 28 of 33 i. Is or becomes insolvent or is a party to any voluntary bankruptcy or receivership proceeding, makes an assignment for a creditor, or there is any similar action that affects Contractors capability to perform under the Agreement; ii. Is the subject of a petition for involuntary bankruptcy not removed within sixty(60) calendar days; iii. Conducts business in an unethical manner as set forth in the City Procurement Rules Article 7 or in an illegal manner; or iv. Fails to carry out any term, promise, or condition of the Agreement. b. Contractor will be in default of this Agreement if Contractor is debarred from participating in City procurements and solicitations in accordance with Article 6 of the City's Procurement Rules. C. Notice and Opportunity to Cure. In the event a party is in default then the other party may, at its option and at any time, provide written notice to the defaulting party of the default. The defaulting party will have thirty(30)days from receipt of the notice to cure the default;the thirty(30)day cure period maybe extended by mutual agreement of the parties, but no cure period may exceed ninety (90) days. A default notice will be deemed to be sufficient if it is reasonably calculated to provide notice of the nature and extent of such default. Failure of the non-defaulting party to provide notice of the default does not waive any rights under the Agreement. d. Anticipatory Repudiation. Whenever the City in good faith has reason to question Contractor's intent or ability to perform,the City may demand that Contractor give a written assurance of its intent and ability to perform. In the event that the demand is made and no written assurance is given within five (5) calendar days, the City may treat this failure as an anticipatory repudiation of the Agreement. 17, REMEDIES. The remedies set forth in this Agreement are not exclusive. Election of one remedy will not preclude the use of other remedies. In the event of default: a. The non-defaulting party may terminate the Agreement, and the termination will be effective immediately or at such other date as specified by the terminating party. b. The City may purchase the Services required under the Agreement from the open market, complete required work itself,or have it completed at the expense of Contractor. If the cost of obtaining substitute Services exceeds the contract price, the City may recover the excess cost by: (i) requiring immediate reimbursement to the City; (ii) deduction from an unpaid balance due to Contractor; (iii)collection against the proposal and/or performance security, if any; (iv) collection against liquidated damages (if applicable); or (v) a combination of the aforementioned remedies or other remedies as provided by law. Costs includes any and all, fees, and expenses incurred in obtaining substitute Services and expended in obtaining reimbursement, including, but not limited to, administrative expenses, attorneys'fees, and costs. C. The non-defaulting party will have all other rights granted under this Agreement and all rights at law or in equity that may be available to it. d. Neither party will be liable for incidental, indirect, special, or consequential damages. 18, CONTINUATION DURING DISPUTES. Contractor agrees that during any dispute between the parties, Contractor will continue to perform its obligations until the dispute is settled, instructed to cease performance by the City, enjoined or prohibited by judicial action, or otherwise required or obligated to cease performance by other provisions in this Agreement. 19. TERMINATION FOR CONVENIENCE. The City reserves the right to terminate this Agreement in part or in whole upon thirty(30) calendar days'written notice. Page 29 of 33 20. TERMINATION FOR CONFLICT OF INTEREST(A.R.S.§38-511). Pursuant to A.R.S. §38-511, the City may cancel this Agreement within three (3) years after its execution, without penalty or further obligation, if any person significantly involved in initiating, securing, drafting,or creating the Agreement for the City becomes an employee or agent of Contractor. 21. TERMINATION FOR NON-APPROPRIATION AND MODIFICATION FOR BUDGETARY CONSTRAINT. The City is a governmental agency which relies upon the appropriation of funds by its governing body to satisfy its obligations. If the City reasonably determines that it does not have funds to meet its obligations under this Agreement, the City will have the right to terminate the Agreement without penalty on the last day of the fiscal period for which funds were legally available. In the event of such termination, the City agrees to provide written notice of its intent to terminate thirty(30)calendar days prior to the stated termination date. 22. PAYMENT TO CONTRACTOR UPON TERMINATION. Upon termination of this Agreement, Contractor will be entitled only to payment for those Services performed up to the date of termination, and any authorized expenses already incurred up to such date of termination. The City will make final payment within thirty(30) calendar days after the City has both completed its appraisal of the Products and Services provided and received Contractor's properly prepared final invoice. Termination of this Agreement shall not affect the obligations of the City or Contractor under any existing Order issued under this Agreement,and such Order shall continue in effect as though this Agreement has not been terminated, and was still in effect with respect to such Order. 23. NON-WAIVER OF RIGHTS. There will be no waiver of any provision of this agreement unless approved in writing and signed by the waiving party. Failure or delay to exercise any rights or remedies provided herein or by law or in equity, or the acceptance of, or payment for,any Services hereunder, will not release the other party of any of the warranties or other obligations of the Agreement and will not be deemed a waiver of any such rights or remedies. 24. INDEMNIFICATION/LIABILITY. a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the City, its officers, agents, and employees, harmless from and against any and all liabilities, demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys', witnesses', and expert witnesses'fees, and expenses incident thereto, relating to, arising out of,or resulting from: (i) misconduct by Contractor personnel under this Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel's failure to comply with this Agreement. b. Contractor will update the City during the course of the litigation to timely notify the City of any issues that may involve the independent negligence of the City that is not covered by this indemnification. C. The City assumes no liability for actions of Contractor and will not indemnify or hold Contractor or any third party harmless for claims based on this Agreement or use of Contractor-provided supplies or Services, d. IN THE EVENT OF ANY LIABILITY INCURRED BY CONTRACTOR OR ANY OF ITS AFFILIATES HEREUNDER, INCLUDING INDEMNIFICATION OF CITY BY CONTRACTOR,THE ENTIRE LIABILITY OF CONTRACTOR AND ITS AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED $5,000,000.00 OVER THE ENTIRE TERM OF THE AGREEMENT. 25. (RESERVED) 26. THE CITY'S RIGHT TO RECOVER AGAINST THIRD PARTIES. Contractor will do nothing to prejudice the City's right to recover against third parties for any loss,destruction, or damage to City property, and will at the City's request and expense, furnish to the City reasonable assistance and Page 30 of 33 I cooperation, including assistance in the prosecution or defense of suit and the execution of instruments of assignment in favor of the City in obtaining recovery. 27. NO GUARANTEE OF WORK. Contractor acknowledges and agrees that it is not entitled to deliver any specific amount of Products or Services or any Products or Services at all under this Agreement and acknowledges and agrees that the Products or Services will be requested by the City on an as needed basis at the sole discretion of the City. Any document referencing quantities or performance frequencies represent the City's best estimate of current requirements, but will not bind the City to purchase, accept, or pay for Products or Services which exceed its actual needs. 28. OWNERSHIP. All deliverables, Services, and information provided by Contractor or the City pursuant to this Agreement (whether electronically or manually generated) including without limitation, reports,test plans, and survey results,graphics, and technical tables, originally prepared in the performance of this Agreement, are the property of the City and will not be used or released by Contractor or any other person except with prior written permission by the City. Notwithstanding the foregoing, Contractor shall retain ownership rights to(1)all of its previously existing intellectual property, including any systems, derivatives, modifications and enhancements thereto, (2) confidential information of contractor, and (3) any tools or scripting applications used, developed or created by Contractor or its third-party licensors during the performance of this Agreement. 29. USE OF NAME. Contractor will not use the name of the City of Mesa in any advertising or publicity without obtaining the prior written consent of the City. 30. PROHIBITED ACTS. Pursuant to A.R.S. § 38-504, a current or former public officer or employee within the last twelve (12) months shall not represent another organization before the City on any matter for which the officer or employee was directly concerned and personally participated in during their service or employment or over which they had a substantial or material administrative discretion. Further, while employed by the City and for two(2) years thereafter, public officers or employees are prohibited from disclosing or using, without appropriate authorization, any confidential information acquired by such personnel in the course of his or her official duties at the City. 31. FOB DESTINATION FREIGHT PREPAID AND ALLOWED. All deliveries will be FOB destination freight prepaid and allowed unless otherwise agreed. 32. RISK OF LOSS. Contractor agrees to bear all risks of loss, injury, or destruction of goods or equipment incidental to providing these Services and such loss, injury, or destruction will not release Contractor from any obligation hereunder. 33. SAFEGUARDING CITY PROPERTY. Contractor will be responsible for any damage to City real property or damage or loss of City personal property when such property is the responsibility of or in the custody of Contractor or its employees. 34. WARRANTY OF RIGHTS. Contractor warrants it has title to, or the right to allow the City to use, the Products and Services being provided and that the City may use same without suit, trouble or hindrance from Contractor or third parties. 35. PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the foregoing, Contractor will without limitation, at its expense defend the City against all claims asserted by any person that anything provided by Contractor infringes a patent, copyright, trade secret or other intellectual property right and must, without limitation, pay the costs, damages and attorneys' fees awarded against the City in any such action,or pay any settlement of such action or claim. Each party agrees to notify the other promptly of any matters to which this provision may apply and to cooperate with each other in connection with such defense or settlement. If a preliminary or final judgment is obtained against the City's use or operation of the items provided by Contractor hereunder or any part thereof by reason of any alleged infringement, Contractor will, at its expense and without limitation, either: (a) modify the item so that it becomes non-infringing; (b) procure for the City the right to continue to use the item; (c) substitute for the infringing item other items) having at least equivalent capability; or (d) refund to the City an amount equal to the price paid, less reasonable usage, from the time of installation acceptance through cessation of use, which amount will be Page 31 of 33 calculated on a useful life not less than five (5) years, plus any additional costs the City may incur to acquire substitute Products or Services. 36. CONTRACT ADMINISTRATION. The contract will be administered by the Purchasing Administrator and/or an authorized representative from the using department. All questions regarding the contract will be referred to the administrator for resolution. Supplements may be written to the contract for the addition or deletion of Services. Payment will be negotiated and determined by the contract administrator(s). 37, FORCE MAJEURE. Failure by either party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control, including acts of nature, acts of the public enemy, riots, fire, explosion, legislation, and governmental regulation. The party whose performance is so affected will within five (5) calendar days of the unforeseeable circumstance notify the other party of all pertinent facts and identify the force majeure event. The party whose performance is so affected must also take all reasonable steps, promptly and diligently, to prevent such causes if it is feasible to do so, or to minimize or eliminate the effect thereof. The delivery or performance date will be extended for a period equal to the time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of the delay, provided however, under no circumstances will delays caused by a force majeure extend beyond one hundred-twenty (120) calendar days from the scheduled delivery or completion date of a task unless agreed upon by the parties. 38. COOPERATIVE USE OF CONTRACT. This contract is available through National IPA to agencies nationwide. The City has also entered into various cooperative purchasing agreements with other Arizona government agencies, including the Strategic Alliance for Volume Expenditures (SAVE) cooperative. Under the SAVE Cooperative Purchasing Agreement,any contract maybe extended for use by other municipalities, school districts and government agencies through National IPA or SAVE in the State of Arizona with the approval of Contractor. Any such usage by other entities must be in accordance with the statutes,codes;ordinances,charter and/or procurement rules and regulations of the respective government agency. A contractor, subcontractor or vendor or any employee of a contractor, subcontractor or vendor who is contracted to provide Services on a regular basis at an individual school shall obtain a valid fingerprint clearance card pursuant to title 41, chapter 12, article 3.1. A school district governing board shall adopt policies to exempt a person from the requirements of this subsection if the person's normal job duties are not likely to result in independent access to or unsupervised contact with pupils. A school district, its governing board members, its school council members and its employees are exempt from civil liability for the consequences of adoption and implementation of policies and procedures pursuant to this subsection unless the school district, its governing board members, its school council members or its employees are guilty of gross negligence or intentional misconduct. Additionally,Contractorwill complywith the governing body's fingerprinting policy of each individual school district and public entity. Contractor, subcontractors, vendors and their employees will not provide Services on school district properties until authorized by the school district. Orders placed by other agencies and payment thereof will be the sole responsibility of that agency. The City is not responsible for any disputes arising out of transactions made by others. The City is not a party to any agreements between the Contractor and National IPA, National IPA and other agencies, the Contractor and other agencies,or any third-party contracts in any way related to this Agreement or the cooperative use of this Agreement. 39. FUEL CHARGES AND PRICE INCREASES. No fuel surcharges will be accepted. No price increases will be accepted without proper request by Contractor and response by the City's Purchasing Division. 40. NOTICES. All notices to be given pursuant to this Agreement must be delivered to the parties at their respective addresses. Notices may be (i) personally delivered; (ii) sent via certified or registered mail, postage prepaid; (iii) sent via overnight courier; or(iv) sent via email or facsimile. Page 32 of 33 I If provided by personal delivery, receipt will be deemed effective upon delivery. If sent via certified or registered mail, receipt will be deemed effective three(3) calendar days after being deposited in the United States mail. If sent via overnight courier, email or facsimile, receipt will be deemed effective two(2) calendar days after the sending thereof. 41. GOVERNING LAW, FORUM. This Agreement is governed by the laws of the State of Arizona. The exclusive forum selected for any proceeding or suit in law or equity arising from or incident to this Agreement will be Maricopa County,Arizona, 42. INTEGRATION CLAUSE. This Agreement, including all attachments and exhibits hereto, supersede all prior oral or written agreements, if any, between the parties and constitutes the entire agreement between the parties with respect to the work to be performed. 43. PROVISIONS REQUIRED BY LAW. Any provision required by law to be in this Agreement is a part of this Agreement as if fully stated in it. 44. SEVERABILITY. If any provision of this Agreement is declared void or unenforceable, such provision will be severed from this Agreement, which will otherwise remain in full force and effect. The parties will negotiate diligently in good faith for such amendment(s) of this Agreement as may be necessary to achieve the original intent of this Agreement, notwithstanding such invalidity or unenforceability. 45. SURVIVING PROVISIONS. Notwithstanding any completion, termination, or other expiration of this Agreement, all provisions which, by the terms of reasonable interpretation thereof, set forth rights and obligations that extend beyond completion, termination, or other expiration of this Agreement, will survive and remain in full force and effect. Except as specifically provided in this Agreement,completion,termination,or otherexpiration of this Agreement will not release any party from any liability or obligation arising prior to the date of termination. 46. A.R.S.SECTIONS 1501 and 1-602. Pursuant to Arizona Revised Statutes Sections 1-501 and 1- 502, any person who applies to the City for a local public benefit(the definition of which includes a grant, contract or loan) must demonstrate his or her lawful presence in the United States. As the Agreement is deemed a local public benefit, if Contractor is an individual (natural) person or sole proprietorship, Contractor agrees to sign and submit the necessary documentation to prove compliance with the statutes as applicable. Page 33 of 33 OFFICE OF THE CITY CLERK COUNCIL MINUTES February 5, 2018 The City Council of the City of Mesa met in a Regular Council Meeting in the Council Chambers, 57 East 1st Street, on February 5, 2018 at 5:45 p.m, COUNCIL PRESENT COUNCIL ABSENT OFFICERS PRESENT John Giles None Christopher Brady David Luna Dee Ann Mickelsen Mark Freeman Jim Smith Christopher Glover Francisco Heredia Kevin Thompson Jeremy Whittaker Mayor's Welcome. Invocation by Pastor Ben Diaz with Palabra de Vida (Word of Life). Pledge of Allegiance was led by Councilmember Thompson. Awards, Recognitions and Announcements. There were no awards, recognitions or announcements. 1. Take action on all consent aaenda items. All items listed with an asterisk (") will be considered as a group by the City Council and will be enacted with one motion. There will be no separate discussion of these items unless a Councilmember or citizen requests, in which event the item will be removed from the consent agenda and considered as a separate item. If a citizen wants an item removed from the consent agenda, a blue card must be completed and given to the City Clerk prior to the Council's vote on the consent agenda. It was moved by Councilmember Thompson, seconded by Councilmember Glover, that the consent agenda items be approved. Carried unanimously. "2. Approval of minutes from previous meetings as.written. Minutes from the January 8, 11, and 22, 2018 Council meetings. Regular Council Meeting February 5, 2018 Page 2 3. Take action on the following liquor license applications: *3-a. It Ain't Chemo This is a one-day event to be held on Saturday, February 10, 2018 from 9:00 A.M. to 9:00 P.M. at Riverview Park, 2100 West Rio Salado Parkway. (District 1) *3-b. AMC Superstition East 12 A multi-screen cinema is requesting a new Series 6 Bar License for American Multi- Cinema Inc., 1935 South Signal Butte Road - Andrea Dahlman Lewkowitz, agent. There is no existing license at this location. (District 6) *3-c. ATL Wings A restaurant that serves lunch and dinner is requesting a new Series 12 Restaurant License for Stapley Wings LLC, 1455 South Stapley Drive, Suites 22-24 - Andrea Dahlman Lewkowitz, agent. The existing license held by Mark Killian, sole proprietor, will revert to the State. (District 4) *3-d. Elqin Distillery This is a one-day craft distillery festival to be held on Saturday, March 3, 2018 from 9:00 A.M. to 4:00 P.M. at Sunland Village, 4601 East Dolphin Avenue. (District 2) *3-e. Village of Elgin Winery This is a one-day wine festival event to be held on Saturday, March 3, 2018 from 9:00 A.M. to 4:00 P.M. at Sunland Village, 4601 East Dolphin Avenue. (District 2) 4 Take action on the following off-track betting license armlication: *4-a. Turf Paradise, TP Racing L LLP New Off-Track Betting License for Turf Paradise, TP Racing LLLP to telecast at Moose & Bear, located at 118 East McKellips Road, Suite 103, TB Concepts LLC. Applicant: Vincent Acri Francia. (District 1) 5. Take action on the following contracts: *5-a. One-Year Renewal to the Term Contract for Executive Physicals for Citywide Departments as requested by the Human Resources Department. (Citywide) This contract provides annual physicals for the City's executive staff as a means of maintaining optimum health. There are approximately 65-70 positions eligible to participate in this program. The Human Resources Department and Purchasing recommend authorizing the renewal contract with Banner Occupational Health Clinics, at $88,500, based on estimated usage. Regular Council Meeting February 5, 2018 Page 3 *5-b. One-Year Renewal to the Term Contract for Deceased Animal Collection Services for the Community Services Department. (Citywide) This contract provides a vendor to collect and dispose of deceased animals up to 150 pounds that are reported within the City. The contractor is responsible for the proper disposal by cremation or other means in accordance with the standards and methods approved by the Maricopa County Health Department. The Community Services Department and Purchasing recommend authorizing the renewal contract with APM/Couts Enterprises, Inc., dba Arizona Pet Mortuary, at $54,000, based on estimated usage. *5-c. Purchase of One Replacement Fire Apparatus, an Air Light/Rehab Unit, for the Fire and Medical Department (Sole Source). (Citywide) The apparatus being replaced has met established replacement criteria and will be sold by a sealed bid process or traded-in as part of the City's fire apparatus purchase agreement with Pierce Manufacturing. In addition, Fire and Medical will trade-in two units to further offset the price for the Air/Light Rehab unit. The Fire and Medical Department and Purchasing recommend authorizing the purchase using the City's five-year purchase agreement with Pierce Manufacturing Inc., through their designated local dealer, Hughes Fire Equipment Inc., at $502,264.75. This purchase is funded by the Capital-General Fund and authorized 2013 Public Safety Bonds. *54 Three-Year Term Contract for Landscape Maintenance Services for Parks, Retention Basins and Sports Fields - Zones 1, 2, 3 and 4 for the Parks, Recreation and Community Facilities Department (PRCF). (Citywide) These contracts provide landscape maintenance services for sports fields, parkways, medians, parks, retention basins or grounds adjacent to City facilities. The City has divided the landscaping into geographic areas known as Zones 1, 2, 3 and 4. PRCF has done an analysis to bring the work under this contract in-house and, at this time, contracting continues to be in the best financial interest of the City. The evaluation committee recommends awarding the contract to the highest-scored proposal from Mariposa Landscape Arizona, Inc., Zone 1, at $1,435,319.57 annually, Zone 2, at $959,183.45 annually, Zone 3, at $974,364.20 annually; and Zone 4, at $1,221,738.22 annually; based on estimated usage. *5-e. Three-Year Term Contract for Plumbing Services for the Parks, Recreation and Community Facilities Department. (Citywide) This contract will establish a list of pre-qualified plumbing contractors to perform plumbing services on various City facilities/projects on an as-needed basis. The evaluation committee recommends awarding the contract to the four, highest-scored proposals from Mesa Energy Systems Inc.; RKS Plumbing and Mechanical Inc.; Sun Mechanical Inc.; and W.D. Manor Mechanical Contractors, Inc.; cumulatively not to exceed $100,000 annually, based on estimated usage. Regular Council Meeting February 5, 2018 Page 4 *5-f, Purchase of Furniture for the Main Library as requested by the Library Services Department. (Citywide) This purchase will provide seating and tables for two new rooms at the Main Library, Teen Room and ThinkSpot. The Library worked with several vendors utilizing cooperative contracts specifying their needs and goals with this project. The Library Services Department and Purchasing recommend authorizing the purchase using the Northern Arizona University cooperative contract with Atmosphere Commercial Interiors, at $50,876.25. ,,, g', ��U����F ;�rr�����sf�a�fiWfhrC�fW���✓�,(��f���/, / ,�Hlftffer af� rf�lf �i'//,f�F «ro� fi6 � ir��fdg � 6i�ffl� (� �r�lff6�i'/�rld� � r�K�dr{fhrclhditf(� ' (� ///�rnJrl rr, �/„r, r�r,N /f� /�� /�r�r/�U„r, r ✓ u�.,G ��r r� ,r� r G,rs��'1 �f i rr r r i��,ve/ten 1%%//'i �/,�1//u/�.:"�/JJ/iGi�/���/�/1��('/l/ri'%//(Grl/{/,1�////r%ii%'%i%//i///ffi/i�%%%1�[i�/%��//r�/��%/�(oii/%///.�3�///��/'�//%r�'////'iij%•/%/////�0///'l�, l�dh'����/f„�'(fd t�!�f%f,�//I/�'G��b/rf% �f�G'lc���'/f�(1�'r� rFs p,U'�'Erd/C����u�4'✓�'1�C%��offu,(f5l���r�%fir' E (tbFj ( (�rl / F (ffxml *5-h. One-Year Term Contract for Electrical and Lighting Supplies for the Materials and Supply Warehouse (for Citywide Departments) (Citywide) Multiple departments use this Citywide contract for their miscellaneous electrical equipment and supplies, The Business Services Department and Purchasing recommend authorizing the purchase using the State of Arizona cooperative contract with Border States Industries, Inc., at $100,000, based on estimated usage. *5-1. Re-Award the Three-Year Term Contract for Microfilm Conversion Services for the Police Department, (Citywide) This contract will provide services to convert Police Department data from microfilm to digital media. Police, Records Division use microfilm that is becoming worn and damaged. The previous vendor is unable to satisfactorily fulfill the contract requirements. Regular Council Meeting February 5, 2018 Page 5 The Police Department and Purchasing recommend re-awarding the contract to the second highest scored proposal, ICM Conversions, at $400,000 annually, based on estimated usage. *5-j. Purchase of Falcon District Brand Signage as requested by the Economic Development Department. (Citywide) Continuing to build awareness and to promote the Falcon Field Economic Activity Area, this purchase for the Falcon District signage includes the installation of two branded monument signs to be located on Greenfield and Higley Roads, south of the 202. Additionally, the City will install utility and transit signal box wraps and will mount branded banners promoting aerospace, technology, and manufacturing on light poles around the airport. The Economic Development Department and Purchasing recommend authorizing the purchase using the City of Peoria cooperative contract with YESCO Phoenix, at $146,670.49. This purchase is funded by Local Streets Sales Tax. *5-k. Purchase of Three Replacement Rollback Trailers for the Transportation Department. (Citywide) These trailers will replace three aging equipment trailers that are at the end of their service life. The trailers will meet the needs and safety requirements for transporting the large equipment required to perform street and right-of-way maintenance. The Transportation Department and Purchasing recommend authorizing the purchase using the National Joint Powers Alliance contract with Empire Southwest (a Mesa business), at $176,764.77. This purchase is funded by Local Streets Sales Tax. *5-I. One-Year Renewal to the Term Contract for Radio-Based Endpoint Encoders (for Water Meter Reading) for the Water Resources Department. (Citywide) This contract provides Itron radio-based endpoint encoders and accessories purchased directly from Itron, Inc., the manufacturer. The endpoint stores 40 days of hourly reads to ensure data integrity and offers advanced customer side leak detection and reverse flow and tamper alarms. Water Utility installs approximately 540 radio-based endpoint encoders on new and existing meters annually. The Water Resources Department and Purchasing recommend authorizing the renewal with Itron, Inc., at $100,000, based on estimated usage. *5-m. Purchase of Water Treatment Plant Shop Tools and Equipment for the New Signal Butte Water Treatment Plant as requested by the Water Resources Department. (Citywide) This purchase is for tools and equipment needed for the start-up and maintenance in the various shops at the new Signal Butte Water Treatment Plant. The Water Resources Department and Purchasing recommend awarding the contract to the lowest, responsive and responsible bidders: Copper State Bolt & Nut Co. (a Mesa business); Glendale Industrial Supply, LLC, dba UNICOA Construction and Industrial Supply; Mallory Safety & Supply LLC; and W.W. Grainger, Inc.; cumulatively not to exceed $153,000, based on estimated usage. Regular Council Meeting February 5,2018 Page 6 *5-n. One-Year Renewal to the Term Contract for Fire Hydrant Water Meters for the Water Resources Department. (Citywide) This contract provides 3" fire hydrant water meters to accurately measure construction water use of fire hydrants. The meters are installed by Water Utility staff to serve contractors and other customers needing to connect to City fire hydrants for temporary construction water service and dust control purposes. The Water Resources Department and Purchasing recommend authorizing the renewal with Badger Meter Inc., dba National Meter Automation, at $35,000, based on estimated usage. *5-0. Greenfield Water Reclamation Plant (GWRP), Phase III Expansion Guaranteed Maximum Price (GMP) No. 2. (Citywide) The City of Mesa, Town of Gilbert, and Town of Queen Creek seek to provide an additional 14 million gallons per day annual average day flow of liquids and solids treatment capacity at the existing GWRP, complete with the required infrastructure, technology, and environmental features to ensure a reliable, efficient, and expanded plant to meet the current and future demands. Staff recommends awarding the contract for the completion of this project to McCarthy Building Companies in the amount of $120,302,333 and authorize a change order allowance $6,015,117 (5%) for a total project amount of $126,317,450. This project is funded by the Greenfield Water Reclamation Plant Joint Venture Fund, with contributions coming from its members based on usage. Mesa's portion of this GMP is $72,229,521 and is funded by 2014 authorized Wastewater Bonds. *5-p. Sewer Pipe and Manhole Rehabilitation: Mesa Drive, Millet Avenue, Horne, and 6th Avenue. (District 4) The existing sanitary sewer lines covered by this project were built during the 1950's and 1960's. The age of these pipes greatly increases their risk of failure and emergency repairs. This method of construction can be completed while leaving the pipe in place and without excavation. Similarly, the sewer manholes will be cleaned, repaired, and coated in place. Only the concrete adjustment rings will be removed and replaced. Staff recommends awarding the contract for this project to the lowest, responsible bidder, B and F Contracting, Inc, in the amount of $1,394,294.67, and authorize a change order allowance in the amount of $139,430 (10%), for a total amount of $1,533,724.67. Funding for this project is available from the 2014 Wastewater Bond Program. *5-q. Sidewalks at Railroad Crossing on Alma School. (Districts 3 and 4) To continue to meet current railroad approach and clearance standards at the Alma School Road railroad crossing, additional safety improvements will need to be made. The project improvements for roadway and sidewalk approach at this location will facilitate greater public safety and needed clearances from railroad signals along with a smoother roadway crossing of the Union Pacific Railroad track. Mesa will participate in the federally-funded Railway-Highway Grade Crossing Program, and will be responsible Regular Council Meeting February 5, 2018 Page 7 for adjusting the existing concrete sidewalks around the proposed cantilevers and gates, and installing concrete medians. This project was previously awarded by Council on July 10, 2017, however, the previously selected contractor could not comply with the federal requirements and the project was released for bid a second time. Staff recommends awarding the contract to the lowest, responsible bidder, AJP Electric, in the amount of $149,494, plus an additional $14,949 (10%) as a change order allowance, for a total amount of $164,443. Funding is available from the Local Streets Sales Tax, of which 94.3% will be reimbursed by Arizona Department of Transportation (Federal) Grant under the Railway-Highway Grade Crossing. 6. Take action on the following resolutions: *6-a. Approving and authorizing the City Manager to submit the Second Substantial Amendment to the Fiscal Year 2017/2018 Annual Action Plan to the U.S. Department of Housing and Urban Development related to the allocation of funding obtained under the Community Development Block Grant (CDBG) program. This Amendment will allow for reallocation of $600,000 in CDBG funds from the Senior Center Renovation Project (247 North Macdonald) to the Eagles Park Project (828 East Broadway Road). (District 4) — Resolution No. 11088. *6-b. Approving and authorizing the City Manager to enter into a Grant Agreement with the Arizona Department of Public Safety to accept $1,335,284 in Victims of Crime Act (VOCA) grant funds. The finding will be used for salaries and expenses for the Mesa Prosecutors Office, Victim Services Unit for a three-year period. (Citywide) — Resolution No. 11089. *6-c. Approving and authorizing the City Manager to enter into a Lease Agreement with New Cingular Wireless PCS for a cellular site on a portion of 5950 East Virginia Street, also known as Mesa Fire Station 214. (District 5) — Resolution No. 11090. *6-d. Approving and authorizing the City Manager to enter into a Development Agreement for City-Share Reimbursement with PPGN-Ray, LLLP, for the reimbursement of $100,568 for regional street and street lighting improvements that are being required by the City in conjunction with a proposed residential development known as Crismon Road at PPGN, located at 5461 South Ellsworth Road. (District 6) — Resolution No. 11091. *6-e. Approving and authorizing the City Manager to enter into an Intergovernmental Agreement with the Maricopa County, Department of Transportation for the pavement rehabilitation of Adobe Road from Higley Road to Recker Road. The City will contribute an estimated $54,417 for the portion of the project that is within City boundaries that will be funded from the 2013 Streets Bond Program. (District 5) — Resolution No. 11092. *6-f. Approving and authorizing the City Manager to enter into First Amendments to the Development Agreement, Ground and Air Lease, and License Agreement with 3W Management, LLC, to facilitate the development of, and job creation and retention at, the City-owned property generally located at the southwest corner of Main Street and South Pomeroy and 34 South Pomeroy, which is the development commonly known as The GRID. (District 4) —Resolution No. 11093. Regular Council Meeting February 5, 2C18 Page 8 i 7. Introduction of the.followinq ordinance and setting February 26 2018 as the date of the pul hearing on this ordinance: *7-a. ZON17-00323 (District 5) The 8800 to 8900 blocks of East Main Street (south side). Located west of Red Mountain Freeway on the south side of Main Street (16.4± acres). Rezoning from RS-43 and GC to GC-PAD; and Site Plan Review. This request will allow for the development of an RV dealership and storage facility. Jeff Welker, Welker Development Resources, applicant; Roger D. Overson, owner. Staff Recommendation: Approval with conditions P&Z Board Recommendation: Approval with conditions (Vote: 6-0) 8. Discuss receive public comment and take action on the following ordinances: *8-a. ZON17-00309 (District 2) The 5200 block of East Inverness Avenue (south side). Located east of Higley Road south of the US60 Freeway (1.9 ± acres). Rezoning from RM-3-PAD to LC; and Site Plan Review. This request will allow for the development of a commercial building. John Schoenauer, HD Management, applicant; Sevilla, LLC, owner. —Ordinance No. 5419. Staff Recommendation: Approval with conditions P&Z Board Recommendation: Approval with conditions (Vote: 7-0) *8-b. ZON17-00283 (District 6) The 7100 to 7300 blocks of East Ray Road (north side). Located east of Power Road on the north side of Ray Road (56.0± acres). Rezone from LI-AF to LI-AF-PAD. This request will allow for the development of an industrial subdivision. Omar Cervantes, XCL Engineering, LLC, applicant, Phx-Mesa Gateway Airport 193, LLC, owner. — Ordinance No. 5420, Staff Recommendation: Approval with conditions P&Z Board Recommendation: Approval with conditions (Vote: 7-0) *8-c. ZON17-00432 (District 3) The 800 and 900 blocks of West Southern Avenue (south side), the 1200 and 1300 blocks of South Extension Road (west side), and the 800 and 900 blocks of West Grove Avenue (north side). Located at the southwest corner of Southern Avenue and Extension Road (19.3 ± acres). PAD Amendment; Site Plan Modification. This request will allow the development of a new multiple-residence building in an existing multiple-residence complex. Reese Anderson, Pew and Lake, PLC, applicant, Edward B. Frankel, Trustee of the Frankel Family Trust, owner. — Ordinance No. 5421. Staff Recommendation: Approval with conditions P&Z Board Recommendation: Approval with conditions (Vote: 7-0) 9. Take action on the following subdivision plat: *9-a. "Allred Ranch" (District 2) The 2900 to 3100 blocks of East Southern Avenue (north side), and the 900 to 1200 blocks of South Los Alamos (west side). Located east of M r Regular Council Meeting February 5,2018 Page 9 a Lindsay Road on the north side of Southern Avenue. 108 RSL-4.5 PAD lots (25± acres). KB Home Phoenix, Inc., developer; Dan Auxier, EPS Group, engineer. Items not on the consent Agenda s 10. Items from citizens oresent. i i There were no items from citizens present. 11. Adjournment. Without objection, the Regular Council Meeting adjourned at 5:57 p.m. I I OF Q JOV GILES, MAYOR d ATTEST: � SEAL DEE ANN MICKELSEN, CITY CLERK d I hereby certify that the foregoing minutes are a true and correct copy of the minutes of the Regular Council Meeting of the City Council of Mesa, Arizona, held on the 51" day of February, 2018. 1 further certify that the meeting was duly called and held and that a quorum was present. DEE ANN MICKELSEN, CITY CLERK js National Cooperative Contract National Intergovernmental Purchasing Alliance Company Information Technology Solutions M SHI Int madonal .. ... ..... ..................„.,..,,.—,_,�.,a:..,_ ..... ........,296 Davidson Avenue Sornersat,NJ OW73-W 764 SM . ®6Hl.com October 23, 2017 National IPA City of Mesa 702 Capitol Avenue, Room 095 Frankfort KY 40601 Dear Ms.Williams; Thank you for providing SHI the opportunity to participate in the City of Mesa's Request for Proposal for Information Technology Solutions and Services. Before you read our response, please know that the soul of our company is supported by thousands of empowered employees who work together to determine the best course of action for our customers. We are a privately-owned company, and as such, our customers are our most valued shareholders.We are honored to have the opportunity to work with the City of Mesa. We have been pleased to work with the City for your software needs and other IT purchases over the last 6 years,and we will work diligently to ensure that this long-term relationship continues to provide value for you. SHI prides ourselves on being honest and transparent with our customers especially when it comes to pricing. We base our discount structure on SHI Advertised Price as this is a verifiable source. We do not inflate this Advertised Price for RFPs in order to make our discounts appear larger. Other vendors may use MSRP or Publisher List price, which can be unreliable as a pricelist may not exist for every product, a pricelist can change from day to day, and a pricelist can be inconsistent depending on where you source the information from. When a vendor manipulates contract language in this manner or uses a loose definition of cost, it results in an increase In profit for them and higher prices for customers. If awarded, SHI is willing to provide complete transparency over the life of the contract as it relates to our costs and what we charge National IPA customers. In response to your bid requirements, we have provided our cost response under separate cover. If you have any questions regarding our response, please feel free to contact me or any of your SHI Team Members, introduced in our Letter of Transmittal. Thank you again. Sincerely, Meghan Flisakowski Public Program Manager 1 I Table of Contents TAB1- Letter of Transmittal.........................................................................................................................3 TAB 2 - Program Description AND Method of Approach................... ...6 Attachment D-Supplier Qualifications ....................................................................................................6 Company............................................................................................,.............. ..6 Distribution, Logistics.............................................................................................................................. 13 Marketingand Sales.................................................................................................................................18 TAB3 - Pricing Forms.......................................................... ...............................................,....................61 TAB 4- Qualifications. (Abilities, Experience and Expertise)--,.......-..... ......... ....... ..............62 TAB5-Technology,................................................................................................................ 73 TAB6- Other Forms......................................................._,.,..,..................................................................95 Attachments,........................ ................. ............... ......... ...... ........ 96 D&B Report..............................................................................................................................................96 Partners............--...... ....-....-........... ........ ..................................................................................97 TAB 1 - LETTER OF TRANSMITTAL. SHI Response: SHI thanks you for the opportunity to participate in The City of Mesa's/National IPA's solicitation for Information Technology Solutions and Services. We are confident that our deep commitment to those we serve will prove a strong foundation on which the City of Mesa, National IPA, and SHI can build.We clearly understand the scope of work to be performed and, in the following pages, have provided a complete solution to your specific request, including: • A detailed account of SHI's national presence and our strategy for educating our national sales force about the contract; • A clear explanation of how products and services will be distributed to various locations throughout the City and marketed nationwide; • An articulated plan describing how volume will be tracked and reported to National IPA; • Detailed descriptions of product lines and services for City of Mesa and provided by SHI. SHI's Commitment to City of Mesa We are positively committed to perform successfully the services requested for an initial five year term from January 1, 2018 to December 31, 2022. SHI is proud to be ranked 9`' on CRN's Solution Provider 500 list of North American IT solution providers—a ranking that stems in part from our long-standing, excellent relationships with our customers and partners. Founded in 1989, SHI has cultivated an expert team that works collaboratively to ensure programs and projects are delivered on time, on budget, and far above expectations. With over 3,500 employees worldwide, including an organization dedicated specifically to the needs of the public sector, SHI is the largest Minority and Woman Owned Business Enterprise (MWBE) in the United States. Our individual team members, dedicated to working for City of Mesa and National IPA, are what make SHI an exceptional choice for your Information and Technology Solutions and Services; your account team,which will stay loyally engaged with the City of Mesa and National IPA, is detailed below. SHI's Team Approach Putting our people in place to support the City of Mesa and National IPA Is where we start. We believe that our team members must be empowered and have autonomy to respond to your requests. Additionally, we have ensured that your SHI support team has the training and resources they need to provide you with immediate, accurate, up-to-date information and the authority to take action for you whenever you need. SHI has experienced tremendous growth in size and scope in response to our customers' expanding needs. Our organic growth, in conjunction with over two decades of stability, is successful because we 3 support a highly-skilled and tenured sales force with software-volume licensing experts, hardware procurement specialists, and certified IT services professionals. As SHI has grown, we have retained the flexibility we are known for, in order to remain agile for our customers. For instance,we have few layers of management and empower our sales teams to make decisions that are in the best interest of their customers. The City of Mesa will have the support of the entire SHI team: Denise Verdicchio: Senior Director of Public Sector Sales. Denise has been an essential team member with SHI since 1995. As Senior Director of Public Sector Sales, Denise provides in-person client support and directly supports her team in the public sector; she w has executive authority to approve terms and resolve issues and responds to inquiries within 8 business hours. Alison Turner: Regional Director, Public Sector West. Alison coordinates the efforts of the Account Team in direct support of the City of Mesa and is the point of contact for any issues that arise and need escalation. With over 20 years in the industry, and with experience working in Education and Government during that time,Alison has the expertise and customer focus necessary to implement an exceptional Information and Technology Solutions and Services contract for the city.Alison will respond to inquiries within 8 business hours. Amelia Jakubczyk: Account Executive. Amelia develops relationships with representatives throughout City of Mesa in support of all the city's IT needs.Amelia will conduct face-to- face meetings to understand the city's needs; will establish a customized service and support plan; and will construct a pricing strategy critical to the city's development. i Amelia will respond to inquiries for resolution within 4 business hours; she has worked in this area and specifically with the City of Mesa for over 5 years and is excited to work with the city on this new endeavor! Scott Garret: Contract Manager.Scott works closely with Amelia and the sales teams to ensure the sales teams are fully educated on the guidelines of the City of Mesa and IPA contract, including the reporting requirements. Scott will also work with the City and IPA to ensure we are providing necessary reports, accurately capturing the requested information, and to assist with any other contract-related requirements. Inside Account Managers(IAM)—In partnership with the Account Executives in the field, our IAMB maintain direct relationships with you 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. IAMB execute the plan established by the Account Executives for City of Mesa. We will evaluate the team regularly and add members as needed to ensure exceptional customer service.The City of Mesa's dedicated Inside Account Manager Team consists of the following members: 4 Corrin Bennett(Inside Team Manager) ��� Phone: 732-652-0335 Fax: 732-564-8332 Rob DiGiovanni Phone: 732-652-7408 Fax: 732-537-7287 EJ Williams Phone: 732-652-6596 Fax: 732-537-7287 Jason Mitchell Phone: 732-652-4710 Fax: 732-537-7287 Team Alias: tean-arizona_2 hi.com Detailed information on our national presence and how we will support National IPA members across the country are included in our response. SHI has had the pleasure of serving the City's software and product needs since 2011. Our relationship with the City began with the award of the previous WSCA SVAR Contract and has continued since using other cooperative contracts. SHI's value to the City comes from our extensive expertise In understanding complex licensing, determining the best products for the City's needs, customer service and overall ease of use.To date the City has spent $6.6m with SHI, mostly in software and other miscellaneous products. Thank you again for the opportunity to show you why SHI is the best partner for City of Mesa and National IPA;we are eager to present our proposal to you, and we are confident that both the quality of our services outlined in our response and the deep level of our commitment to City of Mesa and National IPA will make us a convincing partner for your Information Technology Solutions and Services needs. We look forward to continuing to build upon our strong and successful relationship with the City of Mesa. 5 TAB 2 — PROGRAM DESCRIPTION A IETHOD OF APPROACH. .... ........... ................... !;f l4t, "001 hJ�l o'l ol) l_,wi,ill,(;ll 'lop 1. Provide a response to the notional program. a. Include a detailed response to Attachment D, Exhibit A, Notional IPA Response for National Cooperative contract. Responses should demonstrate a strong notional presence, describe how offeror will educate its national sales force about the contract, describe how products and services will be distributed nationwide, include a plan for marketing the products and services nationwide, and describe how volume will be tracked and reported to National IPA. b. The successful offeror will be required to sign Attachment D, Exhibit B, National IPA Administration Agreement. Offerors should have any reviews required to sign the document prior to submitting a response. offeror's response should include any proposed exceptions to the National IPA Administration Agreement. SHI Response: Immediately following is the response to Attachment D, Exhibit A and Attachment D, Exhibit B. SHI acknowledges the requirement to sign Attachment D if awarded the contract.We have provided our clarifications to terms and look forward to the opportunity to review and negotiate a mutually agreeable contract. ATTACHMENT D - SUPPLIER QUALIFICATIONS COMPANY SHI Response: Founded in 1989, SHI International Corp. is a global provider of technology products and services. Over the past 28 years, SHI has evolved from a $1 million "software-only' regional reseller into a global,full lifecycle provider of technology, services, and solutions. SHI is ranked 9" among CRN's Solution Provider 500 list of North American IT solution providers. With over 3,500 employees worldwide, SHI is the largest Minority and Woman Owned Business Enterprise (MWBE) in the United States. SHI International Corp, is headquartered in Somerset, New Jersey and has 30+ offices worldwide. As a privately held company, we have remained under the same ownership since 1989, and most Vice Presidents and Managers have been dedicated to SHI for more than 15 years. 6 SHI has been focusing on the specific needs of our Public Sector customers for over 20 years. Our first state-wide contract was awarded in 1994; since then we have continued to build and focus on the specific needs of public sector customers. Today our Public Sector business unit consists of over 300 team members who are dedicated specifically to public entities across the country,allowing SHI to build connections and partnerships with each entity and to dive deeply into the infrastructure, procurement, and regulation obstacles that they face. For 2016 SHI reported earnings of$7.513, which demonstrates 15%growth over 2015. We are projecting earnings of$8.28 for 2017 continuing to show substantial YoY growth. SHI has a financially strong and stable business model that has proven itself over time. Providing a compelling value to our entire customer base,SHI is able to offer the most advantageous pricing models of our top 4 competitors, while simultaneously maintaining our profitability with the lowest overhead cost structure in the industry. Our breadth and depth of experience on Public Sector contracts of similar size and scope position us well for success as a partner with National IPA and the City of Mesa. Specifically for this contract, we are prepared to: • Provide value by delivering an extensive catalog of items in each category accurately and efficiently; • Offer consistent, aggressive pricing and world-class support to public entities regardless of size; • Collaborate with National IPA to market this contract to public entities across the country. With 28 years of experience supporting contracts that are similar in nature, complexity, responsibility, and scope to National IPA's request, we are ready to deliver on all of these requirements and more. SHI is able to provide our customers with full IT solutions, from commodity software and hardware to full end-to-end datacenter solutions. SHI offers a wealth of products, services, and resources which are all specifically in line with the requirements of this contract. This is, at our core, what we do—and the reason we will excel in the fulfillment of this contract more than other organizations who might have diverted focus. National IPA and City of Mesa users will benefit from SHI's laser focus on being the best at delivering the products and services they need, while continuing to keep our costs aggressive. A dedicated approach to the Public Sector business for the last twenty years has helped us to create solutions that are specific to the unique needs of State, Local, and Education customers across the country. We work constantly to understand your business and personnel and to stay current with your unique, evolving challenges. Company Structure and Organization SHI has experienced tremendous growth in size and scope due to our customers'expanding needs. Our organic growth and over two decades of stability are a direct result of backing a highly-skilled and tenured sales force with software volume licensing experts, hardware procurement specialists and certified IT services professionals. In terms of organization, we have retained a small business feel in order to remain agile for our customers. We have few layers of management and empower our sales teams to make decisions that are in the best interest of their customers. 7 To ensure that we are meeting the needs of all Public entities, we have split our Public Sector business unit into three divisions: • Public Sector Field • SM Sled • Federal Public Sector Field The Public Sector field organization supports State Government, Local Government, K-12, Higher Ed, and Public Healthcare entities across the country. Our sales teams are regionally aligned in order to provide local focus; subsequently, our Account Executives are able to live where they work. Each region is managed by a regional director who lives in that region. Customers are supported by an Account Executive and a dedicated Inside Sales Team. Field territories are structured vertically and by geography. We have over 120 Account Executives(AEs)who live and work in their territories. Their emphasis is to be face-to-face with their customers as frequently as possible. We are in the process of expanding our field Account Executive team to ensure that each AE is focused on 25 accounts or less and in one specific vertical. This will enable us to continue to cater to the individualized needs of our customers. Each Account Executive is supported by a team of Inside Account Mangers (IAMB). This group, totaling over 150 professionals, is located in our global headquarters in Somerset, NJ. This team is also aligned to match specific regions so that everyone who Is working with you will have sensitive knowledge of National IPA member's regional environment and the nuances associated there. They are responsible for the day-to-day customer service questions such as order placement, order tracking, quotations, return authorizations, and product information. 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 and transparent communication with our customers. SHI Account Executives meet with the participating entities 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. If awarded, SHI will provide this level of service for all entities that use this contract to procure IT products, regardless of size. S , BEET Srnlor Dlncmr of Pobllc Srcmr Sobs NOMTMPAST PwYmx w^rw:aY.m fumx OBnur VONrcMiO '., r1eeM.x pN.ela:Bxn Wax 9xa-5951 90390a-IJ99 .�._T��r,..O+++wn Darnu Verdre\hro®alrr<am '.,,. extwY_weM\x wn In.W aY..Ywy.n MlM Sxx Wruper\: n w.c come o.wn Dinaor of lnriEr Sdu-Public Sector - xorm..\n YYa Ya.rbry xFsxnax5 vary :es:eaoa [ een+YM✓^can iJ]-53 7-??AO Y�+..er_.kC.M1e.,6.r+run UlAurmx.irm Ymr b. I �aul�'.arr Ilomrev45wM.noEvu )32FS:FLr Cmn.Ya.>,x:Im.na.BrWp.r. Sem_R.^rOxymry ]L'b5:L596 NORTHEAST ,emnt+_6rMa^YQ.n r^'^ a six iql x.e:bnc. � FA9T ld0i!)69 4 FwpeYON\ttd'Ptlr PKa &W�b�a�o Nin 911-05.Sllz In.tle S.Y\Ypiupir:l When Cr.wbY CENTRAL �'-PuWO✓.rnn id3-AMdlll 'e{ IY1Mp!y.CrprvtiYnW'INIuxtW� WEST x IIJMII JMn Ce a. EAST azFsz-xaxl SOUTH CfiNTRAL bl.n_Eer.AMi um nwlaoY ar«ro,,omwr crop srvnxaezl Puwwofnwna:xa.nxr xr�.e o\rmn aoup✓n wn nx-sbl-alai m\b.6\b.uxx9Y l SOME►Sf zmw_anw�w wa J....YenYacei d r umar. Kum C0 TM K«n raewromw wrn °'"W'�� ayufNEAST.. YwxY w Ysn ie.e.n ax�urr.er,.Yw.«.anenr .mm.Y �p ss.zm.lo naeeeFozz P urrw_e.nrnpYe.em amx_Pemx.npw wer '. ri.Ne SW.Yn.9art J\milar IW.Na n.vfMcauen:Px Jxen .. i nzaawaa zl:.walw xe�ar_beWmpw,aer Px-LrmQw SM Sled The Small/Medium Sled division is focused on supporting the needs of the smaller K-12, local government, and higher education institutions across the country to ensure personalized attention regardless of customer's size. In this case, we have defined small as a K-12 district with 7500 Students or less,a higher-ed institution with 1500 students or less, or a city/town with 50,000 population count or less. These customers often are overlooked by large resellers yet have the same need to stay current with technology as their larger counterparts. SM Sled is based out of our global headquarters In Somerset, NJ and consists of a team of 170Inside Account Executives(IAEs)who support their customers' needs from start to finish. They are organized into the same six regions as the field team and both a manager and a team lead support each region. 9 i Senior Director,SLED Field Denhe VerdlccNo s 906-8641369 WEST Devone Simmim Director.SmalllMldlum Public Sector, NORTHEAST Peal Marston Gong CambafM Leumn Howln 732-652-0839 nine Cp Enterprise-SLED 732-5648503 Josh Reyes Joe Bunt Steven Nemeth 732fi324311 Jonathan Kohler 732-537-7246 Inside Team Mkheel Klotz Keys,Williams Inside Team Pew Gently Known Goers IHoisanh Sensation Pink CENTRAL. Devid'fuka MoniaueChedid Chnn C Iarem Amy Campem Game"Cookson Porker Jansen DevW Mardaon 732-0202W Gurdeep OnW. Thomas Fhlky Chris Casino John Memuro Tylem Danmel 732468M21 Mlchael'Jeesoa SDOTHCENTRAL Enka Konwk Pet SwlnanAi Alan Fmel James ImPHlue. Inside Team Ryan Baicher 732Z524?290 JemlMh Aldbw Anthony Reono Ryan Brennan EAST Jew 6mcoll Jewiea Vos Chase McClelland WA Rickets Dan Sudon 732d69.8731 Juan Metnez Chris Gxweo 732-%"223 Nick Comm rk Inside Teem Seem Endkk Kenn`652-0271 tz whorls r 732-632-0271 ...... ...a. qK Aehw Marto Inside Teem � Alex MecDarNd Amanda EASTo Gary W Cum iiina Jack Esthereve a Y SDdaCahST Garytl Lawnoyd VASTST ChnsRenewDan Nemeth 732-5U-8362 Jm GroganKevin Madan Kabgh Maflel Dunce LeeGabdelnenta711.5648li6 Leumn Relh JeR PntdenteLou MaNasiNe mGordon Inside Teem Pal Connply Kxame Eehun Bryan Hunl Vnne Pni Mat Schenck Bryan Thompson do saroolf,.Rebuabbaa Dentine Meinnev s Tom Monks 10 Smlor Dlrwtm.SLED FINtl Dmbu Vurdlcchlo 906-564-1389 NORTHEAST suR YumaSM SLED, Education WE57 CENTRAL rm RqY Lauren Howlin YmgR.auYa Paul Marsicano Amy Calapano J.n Knn 732-564 8505 Puns a«um 732-652-0639 732 652-0294 a� Y J*sh Reyes Chris Cashin I.F1' mm I'IIII,fl"�S Hgher EducaBon >t.Rnw.wm.0 732-652-0311 732666 M21 K«u It. smanu a YYmnun Ynw u...am nws• zw rlrv«na f j Hgher Educafron Hgher Edurolan Yea^uYal urnarsV.w. K-12 �w•M IYmm Yxlwir.m.o ar sYm NF AIWo MltlmlrbW /lu'xry.M4nm nW11WIY! �mR aYYu K-12 smuumumR K.ru uluuo. K-12 Ympw 1•e Win.Yto Y•W 01w /u1J'e.'Fehm YKImYRhalo Smpl,«ti.NwW `Y. BiM NawM Brxww Kn✓wrtr s..mY xYi •. BumIXM41 E19NfIwlVwifM' LMY CwIMb Ywwu R.K« om lYmeln o.0 Y«. CM41 ruu SOUTHCENTRAL ai.m cm.m EAST u—c..Y m.Y umnm om oa«wr.l Alan rrosl w.n..I RRx.ax Dan Sunon I)Yn au.m owom BURuu wnaY.m 732 652-0290 NKn ce.wm 732-564-6223 D. Jess Cnnco!i wa c«Mm Kevin Van6uskiM usesmm v.ro.m curve „„ „,„ ,;,,.,„,,,,,,„,w,w,„„,„.„ 732-668WJI 732-652 027f lo.n x.v rr.xYe.lrn SOUTHEAST emYmpur nnm Ro,cm.mm K.weooro­ u.w cxroY.i Amanda CMnano a.w B— Higher Educatiwr sm.. Higher Educabm Yaeuwnm uup T. 732-564-8362 omK»x«.uN adu,seeun Yagwx.luu B.,paw Yw Ln.n+gal ..n•coai Kevin Monano cw uWwi Rwu sn.nGu..e TN«ri.wn w.x„a.r N...ucnu roe a.Y 732-564-6516 w.asroYe wu lYmvu v.xw rw.a.nwn 1o•rri.ixomR. 1uoe.ee«r K.12 K12 Higher Educalren aoexe sam YnW P%1. RY.n fnxo M.?IWeI EM.tlMGPOrn KeN1y0.11 Ab.YN«e 9KM M.mnr •wriY4u1.«Iv N.R Y.L.mn hnMn.n VMu loum RYb YQew Lwkr xs�DY.^>.In Nkf Voexe MN.M.Yr. T+nM AWIo c«�saxooWm Te Rn+xo. .a•ou B.wa. K42 n.uKn vuTmBxo chum.s.Y,. romYw. F.ro raw Y..0 K.u.n.. s.w.um x..n coon sune.w cm.anw G«aN Bevm seer o.uu.r Tm uar mm r.o-,w ean.N s«Rm tlw•w w.w. ,.... vlrvY.e.• Y"w r..ry r.w flo-wn r«rn ',. b•Yn niagni hwweYRYlrrvY wwww+R+wueue mum. �I Sales Support Organizations SHI has the largest team of Software and Licensing Specialists in the industry who are prepared to support our customers and our sales teams in whatever manner possible. SHI has the expertise in managing the varied features of the Publisher Licensing Programs; our award-winning team of Software and Licensing Specialists is available to assist you with selecting your licensing programs, executing the agreements, and supporting the agreement lifecycle. Today SHI has dedicated teams that support 38 Strategic Software Partners and over 70 Emerging Technology Partners. Over the past decade, IT has changed.Although there is still a need for commodity products, attention has turned more and more to building solutions that will solve customers' needs. In response to this, and working within our customer-centered foundation, we developed our Enterprise Solutions Group to include solution based support.This team has over 150 people who hold 3000+ certifications for various products and solutions.Their goal Is to help address our customers' needs, acquire the right technology, and adopt that technology into their environment to achieve the desired outcomes.This team can bring together resources to talk across an entire solution whether that be end user, datacenter, or security. These teams are vendor-neutral and use their breadth of experience to help tailor conversations that will be optimal for a customers' specific environment. We engage our customers during the strategy and solution design phases of a project and assist with activities like strategic planning, assessments, white 11 I boarding, proof of concepts, and obtaining demo units. Initiating conversations at this point in the conversation leads to a more optimized project and cost savings. i SUPPORT STRATEGY Technology health checks Strategic planning services Reporting&position statements Best practice assessments Renewat management SIIPPOAT STRATEGY Technology Roadmaps v"��� f DEPLOYMENT �i" , CUSTOMER vM 0 SOLUTION DESIGP Full llfecycle services • ,fir Technology assessment :plementation services .,�,. 'f Proof of concepts Project management DEPLOY VISION DESIGN Assr3 normalization f e TRANSACTION PROCESS PRODUCT SELECTION Custom e-commerce portals �= Price Modeling Financing&leasing ---- --- Program management Quoting&invoice management IRANSACf SELECT g Contract administration Annual Sales 2014 2015 2016 2017 YTD K-12 (public& 160,000,000 200,000,000 232,000,000 203,000,000 private), Educational Service Agencies Higher Education 190,000,000 245,000,000 249,000,000 222,000,000 Institutions Counties, Cities, 345,000,000 400,000,000 465,000,000 354,000,000 Townships,Villages States 530,000,000 600,000,000 674,000,000 530,000,000 Private Sector 4,640,000,000 5,211,000,000 5,821,000,000 ,680,000,000 Total 5,865,000,000 6,656,000,000 7,441,000,000 ,989,000,000 FEIN and D&B SHI FEIN: 22-3009648 12 D&B Number: 61-142-9481—SH I has included a copy of our D&B report as an Attachment to this response. DISTRIBUTION, LOGISTICS A. Describe how your company proposes to distribute the products/service nationwide A. Identify all other companies that will be involved in praeessing, hnn:lhng or shipping the product;/service to the end user, C. Provide the number, size and location of your company's disN'ibution Jaciljties, warehouses and retail natv11mk as applicable. D ,�utp nny reb rn and i stocking policy and fees, if applicable, ossorinrcd whir returns, L, oescrihe we full line of nroclucts and services offered by your comparvy. SHI Response: SHI is proud of our tremendous network of distributors and partners.We maintain relationships with our large IT Distributors (Ingram Micro,Tech Data,and Synnex), as well as smaller, local distributors, and the manufacturers directly. With each transaction,we source from the supplier with inventory In the closest proximity to the customer and drop ship directly to their door. Most products are delivered within 3-5 business days via UPS Ground. Our extensive network allows reduced time to market for National IPA members and prospective members. In addition, we have our own integration center located in New Jersey that can provide warehousing and complete configuration capabilities when such a solution best meets your needs. Of course, we always take the opportunity to find cost savings for our customers—and National IPA is no different. In addition to leveraging our partner relationships for savings at the vision and design phases of an IT project, when quoting and sourcing product, our sales teams also request information from all of our distributors' stock to obtain the best price for the National IPA member. In addition, we have sourcing specialists on our procurement team who monitor purchase orders with the partner and distributor community to ensure that no savings opportunities have been missed. In many instances, our sourcing specialists have the ability to aggregate purchases for a specific partner or product across multiple transactions or even multiple customers to realize a lower overall cost. While SHI does maintain a warehouse/integration center in Somerset, New Jersey, it is our relationships with our major distributors that allow us to provide for efficient product delivery across the United States. This model reduces the overhead costs of maintaining our own additional warehouses. Our distribution model is important to SHI's own internal cost structure and allows us to offer our customers a very aggressive pricing model. Our major distribution centers are located in: • Atlanta, GA • Los Angeles, CA • Chicago, IL • Memphis,TN • Dallas,TX • Miami, FL • Fontana, CA • Ontario, CA • Fort Worth,TX • South Bend, IN • Jonestown, PA + Suwanee, GA • Swedesboro, NJ 13 AgRIP_ SHI receives electronic feeds from these major distributors as well as the top publishers/OEMs in the industry. We include advertised list price in our catalog and have based our discounts off of this pricing. All products will be offered to National IPA members at or below bid pricing for the life of the contract. SHI's return policy is customer-centered—we will accept any request to return any unopened box up to 30 days after receipt, unless the manufacturer specifically has a no returns policy, in which case we note this to the customer. In order to request a return, a customer first contacts the customer's dedicated sales team,via email, phone, or through the"Request Return Authorization Number" section on the customer/SHI.com website.Your Inside Account Manager then generates a return authorization (RMA) number and provides that to you with a shipping label or account number. Finally, the IPA customer writes the RMA number on their return box,ships It to SHI, and we process the return. In some cases,to expedite a return, SHI will arrange to have the return-product picked up directly. Once SHI receives the return, we will credit the customer's invoice. If you request a replacement order, we work with you to expedite a replacement even before we receive the return. Occasionally, Software Publishers may require a customer to fill out a letter of destruction. In these cases, SHI provides the form to the customer,who signs and returns the form.To help simplify and expedite the process, SHI takes care of the rest—processing the letter of destruction with the Software Publisher. Rarely,a customer might receive an incorrect or damaged product; if this occurs, SHI accepts return of that product within 30 days, with no restocking fees, regardless of the package being opened. At any point, if customers encounter issues with their products,the SHI Account Team is accessible and eager to help! SHI has a diversified product line that includes a broad range of computer products and services. Leading manufacturers have established SHI as an authorized partner. If awarded, National IPA contract users will benefit from having access to one of the most extensive IT product catalogs in the industry. The following lists contain a snapshot of some of the manufacturers whose products SHI is authorized to sell. If, by chance, we are not authorized for a specific product line that is of interest to a member, we will work with the manufacturer to become authorized. Upon award,we will work with National IPA to create a catalog inclusive of all products/partners that you would like to include. 14 Idar(iwwe and So tpart:H IF'°wtnev. X2 1"w Acroms Adobe' aIrwa hi erg"Va a °agn IVakwA Added Wq AUTODESK � ii' �'Ily Ronk, belkin sir box CH tech odw CFaee 'Pcin! (� �» Cisco • CITRIX eommvAuLTO cradlepa'Mit MLEMC erwiF1 eLi ~V 17FoactoOlNT FCa RrmEr. Fli Nu �F a a a h o, t,Sic M aney rout, 0t s ce tet, ante c is w o T C. IIII�CI11 11 K^SPERjKVHEMP OPM44 Leno' o 12Lexmark - Lo Rhythm twarebytes0 McAfee a C i °� Microsoft ark,«ansurl— 1mecast Mob r' ��� iou NatApxr 81 Para4el ' pw*onI Q Polycom ProWPoiM' (in 11s a+"srarncf s solarwrndl',� SONY SOPHOS Sun ��ILI m-4rYµ ua =� symantec tenable TOSH1113ATREND, ur4 raeNos ) ApV, qq r r c a ., rx M "w+W "' 44„66I VE ITA View )nsc° vmware, xerox ij',� ZEBRA mobihty mul war Rf.0 '� valueAddea =:8t8c Y r Honeywell F Reseller01 nml-p ° w .. Mobllelron � , �, ��s(c w rlcry S1tNISUNG 15 i (,,i rig Pa rt rw s /ABSOLUTE AcceWon f. Acroms 1392 aL ter yx ALTOW 11 1 H 1 6�f arcserve �,-'(Atlasslan m B"ondTrud' Dkd*(&AdW ON bmc CARBON IC Chewll (,-o[)Ce,i 2 'ap"cyl)ereason 01, MaGravky 0,DATAWATCH 4ij02;ocker DocU�, o0dr4,14.j4 llr""111.11` 0 Extensis tCHreEyo P 4 L M ;, N GFT' g!qbaksca MINFRAGISTICS pe HoOt"It"' InfobloX intuit 1vantl AG*"ftm**W' Minitab NE:' New Relic. #nitro • 0 ,M.NUANCE Paraffel!5� �http secure Olik (Rf RAPIDD Iredgate SKYEKW SMARTBEA11Z SONICWALL ArJ0114WX STFAITHbits splunik5 a4,5 S(oaqeCj,M +a b I @ o u 101 MOM' 0 Techsryft' think-ceill- VAND,Y K I F \\VARoms 4*VISION V�INMAWC m��10 C�C.,LA I t y KA5PCRSKY BitMender %dmko, 14',91LD�-Polpt Cisco ;:UgRhythmv timc-Afoo fjpat05 proolpoint, 13SA SOPHOS ",v�'Symantec tenable op j7ENQ G"FORCRPOINT ,p 16 t:C.:4."':i.:b t:Y r l n;:"s ,10"�1_u I'/1�1�'7Y ^�- BELKIN. V+�V' �wQ)M_ I -ya- -7it"Ork @GRIFFIN inciPioa :? �rer-N Kensington logitechI ! plantronics. StarTech';olTl Msz rflay Scflutltons Sourcing Non-Standard Products SHI is committed to sourcing any product that our customers consider standard. In fact, one of our greatest strengths as a reseller has been our ability and willingness to source and purchase any product on our customers' behalf. This process Is fast and efficient.SHI allows our Inside Account Managers to source products themselves, and to add them to SHI's product catalog without the assistance of another department. This means that a customer can request a product that does not currently exist in SHI's catalog, and that your Inside Account Manager will provide pricing and enter the customer's order within hours, rather than days. 17 40 0 ! � | n�n���������� AND SALES LES | � 11, yrovk/eade&z0odn/no/ydoyp/oohcqinn/ny/,o/nnmoo/ &u/cvf ffi� AlhWc/ Ag/xe/orn, Hhw tobmnwd/o�e/y 01cplode/ (1� ynu/ � �an/9ony's »r)nu/y9u 'nmo/ke/ ',roho(Iry/v' ft) ynur �e 'Inoxobonw1Jo' /c � ho,nc�0n/r/ed �w I i [xpcv,/v�h,v(�eoh ndunr/xrn�oo nwo/dosthepub//� ,xr1v� yv-No'rnork�t '�^�I/vgyIvn 10��y/ // 7 ro/o(nyn'/deducotiono/ yoo/ oo,/onn/ ';w/o" /orc wittyn/f/c�po/inx //um06� exI'rx,/vebTd('o0�pu"ynor n/nnqa///h /hc )1wInak/xn//PA �vomIoi / / 903dnys SH| Response: SHI realizes the value of partnering with a widely respected organization like National IPA. Upon award this partnership would be immediately announced to the entire company, starting with our President and CEO, Thai Lee. This would be done via email to Thai along with the rest of the SHI Leadership, both sales and internal support. In addition, we would post an article on SHI's internal sharepnint site and announce nn our upcoming all hands call. SHI has retained a small business feel despite our growth. Denise Verdicchio, Sr. Director of Public Sector has worked for SH|for l2years. She is personally working on this response and will continue to not only sponsor this partnership but will also be an active participant in creating and supporting all marketing plans. She, along with the rest of the Public Sector leadership, is fully committed to the success ofthis contract. National IPA and its members will benefit from this personal touch and commitment to success. Ongoing training nf our sales force vnthis contract will be critical to our success.Within the first week nf award, SH| plans to have a call including all of our Public Sector Senior Leadership and Public Sector Marketing team as well as the appropriate sales, marketing, and contract personell for National IPA to create a specific design to enable our entire sales team. Discussion points will include: ° Train and enable all SHI Public Sector Field Account Executives and leadership * Train and enable SH|'s SK4 Sled Inside Account Executives and leadership * Announce contract strategies such as social media, targeted email blasts, and press releases * Facilitate current member market strategy * Facilitate perspective member market strategy ° Create ongoing marketing plans. We respectfully suggest having weekly touch point calls with Denise and the Public Sector marketing team until the contract is officially launched. Continuing monthly review calls over the life of the contract will allow us to stay focused, to analyze results for plans and strategies currently in place,to discuss new campaign and marketing ideas, and to review the overall success of the contract. Since our Account Exectutives live all over the country, we find the most efficient way to conduct traning and enablement is with regional webcasts. There are on average 20 Account Executives per region so this will allow each call to have a more collaborative feel and allow for in-depth questions and answers. 18 � We would love to have National IPA conduct live traning sessions at our global headquarters in Somerset, NJ for our SM Sled organization as well as any local Account Executives. In addition, we would welcome the opportunity to present SHI's overall capabilities to the National IPA team. SHI would expect this initial training to take place within the first 60 days of contract award. From there, we can work closely with National IPA to create an ongoing training plan, including quarterly touchpoints with the Regional Teams. We would like to include the National IPA team on future in- person meetings to facilitate better relationships between our sales organizations. 'fpl r' r0r, i, - , dn I 'nnlr;i,� f}l r , , wi ; !4 h, ,ri`i.: , i) nw, iii J =1 w 1 Aj isi' l ..r,ru ✓ f,� r ,, ;c ;ilr; tI,N _. ti "iil.: liP r ,fir ^n, t . ,. Creation and distribution of a co-branded press release to trade publications %v. Announcement, contract details and contact information Published on the s'uppher company website within first 90,days Design, pubbroticn end distribution of co-branded marketing materials within first 90 dayi Commitment to attendance and participation with Notional IPA of national (i 2 NIGP Annual forum,, NPl Conference,, etc,), regional (i.e. Regional NIGP Chapter Meetings, etc.) and supplier-specifir, trade shows, conferences and rrneetings throughout the term of the Kloster Agreement 11 Cormitment to at-tend exhibit and participate of the NICP.Aonual Forum irr an ores reserved by Narional lPA for partner suppliers. Routh spore will be purchased and stuff:°d by your company. lit addition,you commie to provide reosonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forurn, as directed by National IPA. v-i;, Design and publication of national and regional advertising in trade publications throughout the terra of the Master Agreemeni Ongoing marAeting and promotion of the ltlaster Agreement throughout its terrn (rose studies, colloterol pieces, presentations, promotions, etc.) Dedicated National IPA biternet web-based hornepage on Supplier website ovith: • National IPA standard logo; • Copy of original Request for Proposal; • Copy of contract and amendments behNeen Principal ProcurementAgrency end supplier; • Surnowry of Products and prtrim/; • Marketing Materials • Electronic link to National IPA'-, website including the orrlins registration page: • A dedicated toll free number and email address for National IPA SHI Response: In addition to our extensive sales force promoting this contract actively and on a daily basis with our current customer base and prospective customers,SHI intends to collaborate with National IPA on an extensive marketing plan. We understand the goal is to increase the number of entities that buy via 19 ., r�� National IPA in all public sector verticals. We have a dedicated Public Sector Programs team with resources specifically identified to market and support growth for our national contracts such as National IPA. If SHI is awarded, the National IPA team, alongside Denise and the entire Public Sector leadership team, will work with the following people on this team In creation and execution of this marketing plan: Scott Garrett Public Sector Operations Specialist a{:LDCt evil rLe.!M; hh1.rorn Lauren Baines Public Sector Marketing Specialist Lauren bairesPa shi.com We have prepared the below marketing plan but will remain flexible and open to collaboration post award. We are agile and will work quickly to execute the agreed upon plan. First week: • Create a co-branded press release and work quickly to distribute to agreed-upon trade publications • Post announcement along with contract details and contact information to www.shi.com • Begin design of co-branded marketing materials including print, electronic, email, and presentations • Discuss publication and distribution plans, as well as a plan to distribute and follow up on leads • Create social media strategy • Design and implement National IPA secured website on www.shi.com including National IPA logo,copy of original RFP, copy of contract and amendments, summary of products and pricing, marketing materials, a link to National IPA's website, and all relevant contact information. First month: • Complete design of co-branded marketing materials • Finalize plans to publish and distribute • Begin distribution to current and prospective National IPA members • Implement initial social media strategy First ninety days: • Post announcement as a blog post to our widely read blog.shi.com series • Complete training and enablement for SHI sales force • Complete publishing and distribution of initial marketing materials • Analyze initial activity • Discuss next ninety day plan for marketing 20 Ongoing: • Design and publish national and regional advertising in trade publications • Market and promote the Master Agreement including case studies, presentations, campaigns, and blog posts SHI participates in hundreds of trade shows, conferences, and meetings across the country. National IPA has our commitment to participate at specified shows as well as looking for additional opportunities to broadcast and promote our partnership. Specifically, SHI will attend, exhibit, and participate at the NIGP Annual Forum alongside National IPA suppliers. We are happy to assist National IPA in promoting and marketing this event and look forward to collaborating on a plan that will drive attendance. SHI currently provides seminars and workshops to our public-sector customers across the country. We would be pleased to do the same for National IPA members. In all cases, we would work with you to determine the right topics, venue,timing, and participants. Some examples include: Manufacturer Table Show—held annually, SHI will bring In manufacturers that currently do business with National IPA as well as emerging partners for a day of education and demonstration. Technology Roundtables—this event brings together Public Sector IT Professionals and leading manufacturers to discuss current and future technology and how it can be used to solve problems or innovate solutions for the future. Webinars—SHI frequently holds webinars for our customers.Topics range from Software Volume licensing(Microsoft EA,VMWare ELA), specific product features,and more broad solution areas. Workshops—typically done in a half day, a workshop is meant to educate customers on all the aspects of a particular solution. One recent example is SHI's Video Surveillance Workshop. We have presented this workshop in 13 cities across the country and have discussed challenges, technology, policy, and future considerations. Summits-SHI holds technology summits at our corporate headquarters in Somerset, NJ. Current summits include mobility and software asset management (held bi-annually).The State is welcome to attend these at no additional charge. Custom Events-SHI will help National IPA coordinate any event that they believe will be beneficial to the participating entities. In addition, SHI regularly publishes a widely read blog- http://blog.shi.com/. Recent posts include information on audits, E-Rate, VMWare VSphere Licensing Changes, and Microsoft 0365 Productivity. Immediately following is a sample marketing plan. 21 r MOM SHI has transformed Itself from a$1 ro lion "software-only" into a,$7.5 bifli n global Provider of Information technology products and services.From software and hardware procurement to deployment planning,configuration,data center optimization,IT asset management and cloud computing,SHI offers custom IT solutions for every aspect of your environment.Privately-held and under the guidance of our current ownership since 1989,SHPs goal is to foster long-term and mutually-beneficial relationships with our customers and partners every single day. With 3,500 employees worldwide,Slip is the largest Minority/Woman Owned Business Enterprise (MWBE)in the United States and is ranked 91"on CRWS Solution Provider 5001 of North Amencan IT solution providers. SHI has a dedicated Public Sector sales force focused on selling solely to state and local government, K-12 schools,and higher education Institutes.Digital Learning Is one of SHI's core vertical sales initiatives for our education team,making a long-term relationship with National IPA a natural fit. 2- Potential Marketune Strateeics ",orfavl uri m is SHI has an active presence on Twitter,Unkedtn,Facebook,and Insta�gram.We closely follow industry trendsetters and advertise new services,agreements,and relevant articles as they relate to our customers,we also use these platforms to amplify SHI Rog articles about new buying vehicles for SHI and our customers. I,"i i"i^Niiiimli Isiah Si marketing team can create HTML email templates designed to inform thousands of targeted proprietary contacts about new contracts, uaoroif,raluroF,a rini.ablloiliteau0 tilar ling for our K-12 sales force.Via our regularly scheduled roundtable calls, internal newsletters,live webmar trainings and in-person presentations,we strive to familiarize our sales reps with all new offerings so they are prepared to serve our customers.Additionally,we offer live webinars and trainings for our customers when relevant to keep them abreast of the latest IT news. y.. • X0.fT9'. Re .0.... .eat. WF o o ✓i , .. is...........�.�v..ai. Dalai ura�m,x,wunavwirve..urem+u w". nwwu,*urr'•�w�nw """" 22 e 2. Potential Marketing Strategies (Continued) Ne^.s PRreiie ai;i,SHI uses our corporate website(SHI.com)and Business Wire to make Important announcements,including occasionally highlighting strategic new contracts. e.enen"SHI attends and supports a plethora of events,often spearheaded by local SHI AEs to educate our customers on our resources. These include but are not limited to: co-sponsored regional IT events, road shows,customer-facing conventions,and webcasts. These types of events allow SHI to market key differentiators to our clientele,including purchasing cooperatives such as National IPA. Eckpa sPu ri ui t pA4 if c it 1 adt, rNaa'umwsiir oro1pwie«s SHI attends many of the top trade shows in the education industry,and we use these opportunities to highlight key resources available to us to our customers, including education contracts. The biggest of these shows is ISTE,the most comprehensive educational technology conference in the world for the past fit?-ayearrs with18,0M4 9W1fluumu6 r IIWO x �,....�...,„ attendees r !;M R;4k%awl"d9.1m.�a;m Our subject matter experts, account executives,and partners contribute stories .,. ., w. ,....-,. regularly to our customer-facing blog,informing them --- - on insights,trends,and challenges impacting the rr industry today.We measure each post's impact through best of breed SEO and web analytics practices. Since our blog has a wide-ranging audience,our Public Sector marketing team is included in writers'meetings to ensure that we are effectively reaching our - government and education-specific customers. We have dedicated contract pages on our public-facing website highlighting key contract vehicles. 3, Closing Statement SHI's National IPA contract provides us with the ability to continue servicing public sector together.SHI has demonstrated Its distribution capability In generating revenue,creating interest for partner products and in transforming the way our mutual customers build,deliver and consume Information technology.We have everything it takes to be successful in supporting this contract. 23 8 ���/xu� �owyvo' �vnwxnyw/// hno/��x// nnyex.�ooyPoW/� �yon�v �unm:eoo���uo/� �v �hexxnu�rAy/enna//rovm/vh&/ xn,(onn//y1!:/oI v/ vxmr y/vxu/ m/� nu�/vno� v�u/ �ornpm�yho/d� cn6dr/,o�� jvw h j fon�,ao�, nw,pan�nu SH| Respvn»p: SH| realizes that the transition process is essential to National |P/'s success. Below, please find abrief � explanation, along with visual support, of SHI's collaborative process. In order to make the transition � smooth, efficient, and effective,the process described may be customized to best meet the each member's specific needs. For now, the SHI team recognizes six (6) areas of focus to help ensure National |PA's transition is successful: l. Manufacturer Supply and Pricing Agreements l Product Standards ]. Dedicated Account Team and Team Tools 4. Custom/Customer Specific Reports 5. Order Acknowledgement Customizahun 6. Nonc'Procurenoent Site Implementation: SH|zorn For each of these six areas,SHI and National IPA will work collaboratively or identified tasks to complete implementation of Information Technology Solutions. The breakdown of these tasks is outlined below. Area of Transition SHITosk tobaPerformed National IPA (nember) 7��k b Manufacturer Supply and Create acontract/agreement Identify all existing Pricing Agreements document in the SH| System customer/manufacturer agreements Identify souroe(dofsupply � Submit letter to / Request/plan for routine manufacturer naming SH| as product/price updates from agcnt/rese||er for customer any non-automated price feed from manufacturer Identify customer policy for manufacturer selection and Set op customer specific orders SKU's. as applicable Identify any |Trefreshes C/entetraininQ/info/madon already in process so that SH| documents oncustomer is able to best assist requirements for internal use customer. Publish customer terms, pricing, contracts, and processes and policies to SH|'s Internal SharePointsite for customer 24 Create customer-ready marketing efforts to inform all authorized purchases about the new contract begin request authorization process and identify SHI requirements for any applicable manufacturers Area of Transition SHI Task to be Performed National IPA (member) Task to be Performed Product Standards Work with manufacturers or Identify customer standards distributors to set inventory levels, if applicable Forecast volume on any IT inventory requirements, if Flag standard products in applicable customer catalog at item level Define non-standard request process for customer and SHI Place first inventory order, if approval validation for applicable processing, if applicable Create process documentation and update to SHI internal SharePoint site Set custom fields for customer order entry to identify and capture order- specific information that City would like to maintain 25 Area of Transition SHI Task to be Performed National IPA (member) Task to be Performed Dedicated Account Team Introduce City of Mesa to its Identify any specific and Team Tools dedicated sales team requirements for City Train all team members on pricing and terms for City of Mesa contract Ensure that City of Mesa is aware of best customer- specific email alias for their use Verify proper setup of team folders in Outlook Area of Transition SHI Task to be Performed National IPA (member) Task to be Performed Custom/Customer Specific Define custom fields that City Define custom fields that Reports of Mesa may wish to capture City wishes to capture Establish reporting schedule Establish reporting schedule Establish distribution list Establish distribution list I Validate custom fields Establish report layout and transmitted in e-procurement report type/requirements and non-e-procurement orders Program data labels and list of values in order entry to capture information Set order types:Standard, non-standard, replacement, expedite Submit report requirements to Web Administration Develop and test reports 26 k_-."" ?� Introduce and train City of Mesa on SHI reporting tools Set user permissions Area of Transition SHI Task to be Performed National IPA (member) Task to be Performed Order Acknowledgement SHI account team customize Define City of Mesa specific Customization in SCII content Test order acknowledgement Define intended recipients documents of notifications, such as Order of Acknowledgement Area of Transition SHI Task to be Performed National IPA (member) Task to be Performed SHI.com non e-Procurement Define organization/site Define organization/site site implementation requirements(process flow) requirements (process flow) Define system users and set Define system users and set up permissions up permissions Design SHI.com customer Define approval process specific implementation and billing process/requirements Define/build any additional catalog requirements Define catalogue content Define SHI.com special Test system and processes verbiage requirements Connect users to City of Mesa-specific catalogues Conduct user demonstration and training sessions for City of Mesa 27 i i .. SHI Response: SHI acknowledges and can comply. SHI Response: National IPA will benefit from SHI's laser focus on being the best at delivering the products and services your members need. A dedicated approach to the Public Sector business for the last twenty years has helped us to create solutions that are specific to the unique needs of State, Local, and Education customers across the country. SHI's Public Sector sales force will be actively promoting the availability of National IPA to customers and prospects across the country. With the assistance of our Public Sector marketing team, all leads that are generated will be followed up immediately. Any leads that come in, regardless of the source, are uploaded to our CRM database and assigned to an Account Executive. In addition,the lead is attached to a specific lead source so we have the ability to track ROI on various marketing strategies. The AE is then emailed to make them aware that a new lead has been published to them. The AE will document any activity with that customer in CRM. When appropriate,the lead can be transitioned to an opportunity and tracked through close. SHI agrees that all joint sales materials for this contract will include the National IPA logo and reference the required information as required by this RFP. 28 f e !.ry pea:uf 0 016f te '),I, N ho the i!l Aw"ol% i tho 1, A I I i _,IL I V b SHI Response: SHI understands and agrees to train our national sales force on the Master Agreement.As discussed above, the sales leadership will be actively involved in ongoing training over the life of the contract. Training will include key features of the agreement, working knowledge of the solicitation process, awareness of the Public Agencies that can utilize this agreement, and specific information on the benefits of this Master Agreement as opposed to other cooperative contracts available for use. SHI Response: In order to provide the most seamless and efficient service to National IPA, we will be providing one primary point of contact. If other people are needed to address the situation, Scott will quickly make connections with the appropriate people and stay involved until the situation is addressed completely, Scott Garrett Public Sector Operations Specialist 732-868-5915 S.,.c-o.tt..GarrettL@shi.com I ft", in C�etoff hr,o) Vow 0 f,,r,i- r, eruct:. e,1 r?, ik,dior,v -noi r for f'.j , lwy(, Ij r1V- in r,J,r t� ;J<' ,jjl, ', TP"Tfjj, SHI Response: As previously articulated,SHI has experienced tremendous growth in size and scope due to our customers' expanding needs. Our organic growth and over two decades of stability are a direct result of backing a highly-skilled and tenured sales force with software volume licensing experts, hardware procurement specialists and certified IT services professionals. In terms of organization, we have retained a small business feel in order to remain agile for our customers. We have few layers of management and empower our sales teams to make decisions that are in the best interest of their customers. 29 To ensure that we are meeting the needs of all Public entities, we have split our Public Sector business unit into three divisions: • Public Sector Field • SM Sled • Federal Public Sector Field The Public Sector field organization supports State Government, Local Government, K-12, Higher Ed, and Public Healthcare entities across the country. Our sales teams are regionally aligned in order to provide local focus; subsequently, our Account Executives are able to live where they work. Each region is managed by a regional director who lives in that region. Customers are supported by an Account Executive and a dedicated Inside Sales Team. Field territories are structured by vertical and geography. We have over 120 Account Executives (AE's) who live and work in their territories.The emphasis Is on having them be face to face with their customers as frequently as possible. We are in the process of expanding our field Account Executive team to ensure that each AE is focused on 25 accounts or less and in one specific vertical. This will enable us to continue to cater to the individualized needs of our customers. Each Account Executive is supported by a team of Inside Account Mangers(IAM's).This group totaling over 150 professionals is located in our global headquarters in Somerset, NJ. This team Is also aligned to match specific regions so that everyone who is working with you will have sensitive knowledge of National IPA member's regional environment and the nuances associated there.They are responsible for the day-to-day customer service questions such as order placement, order tracking, quotations, return authorizations, product information etc. wF•r a«rwr wrwaw W PWsA�w s.cwa sawn xoRn4ewsT �wn_].nwymw mnn ] GFmr4'.a,�WwexAnwlw.mn Mslw.w}�� wur 4.w.w...4.n- •.W.4wW.W..«.. NwNwKI�W Mw• O141AOY1f OI Y44H!•mow-PIA9c'iNOm WMYnmNR'W0y WK.INM ]N4v]H Vaa tine 1)H Ly4p4 e.�r..+yWmr� rild'n.)240 W.+w.Lue�.mnrM•«m Cr.nY.MII Mwl Yaa_HmY®Y4 NII w renawnl9aeNMwvYXImN " rrm ' NOIItNFAET inucmJM.n•mw sn '.. Zvi 4e�oumm 11«betl Y6wW�.11M M1W4 SH W 4aW 1/w•w«m..TT.lw p.wWi ,I wwN'g4$[en 11`-W.l it !W Y4a d.M.. W., $MTN CCNTRAL I I FAST ss.m>lcr ..W.r.w. �. SStlMFAST Mi41 w..L.�w.w..,., sa4r4rAsr TamW.arom ww u'.wrvcw rxw..m.. -,..� M.,.w..4.•w4.Wxr wq.rl_/puN�Y wn W 14�M,aem •.W 4M.WnA:Iw�.m N..W A v.v 4aw.wmn'.4x Xrrvm ... IIS4«�`J4 11:144W mp'vM-ww4'•W+tM rt.w•w...o- 30 Denise Verdicchio Sr. Director Public Sector 908-884-1389 Denise verdicchioPshi.com Yara Ismail Director of Enterprise Inside Sales—Public Sector 732-537-7240 Para ismq1 @5hi.corn SM Sled The Small/Medium Sled division is focused on supporting the needs of the smaller K-12, local government, and higher education institutions across the country to ensure personalized attention regardless of customer's size. In this case,we have defined small as a K-12 district with 7500 Students or less, a higher education institution with 1500 students or less, or a city/town with 50,000 population count or less. These customers often are overlooked by large resellers yet have the same need to stay current with technology as their larger counterparts.This division is based out of our global headquarters in Somerset, NJ. This team consists of 170 Inside Account Executives (IAE's)who support their customers' needs from start to finish.They are organized into the same six regions as the field team and both a manager and a team lead support each region. 31 i Smlar Olredor,SLED Fidtl Oenise Verdleehla e 906-BBI-1369 WEST Devine Bernell = NORTHEAST Director,SmalNMedium Public Sector, Paul652-Mo Grigg Cpmbaren f L32564l8505 732b51-0BJ9 Irene Cook Enterprise•SLED 732 584-850 5 Josh Reyes J.Burs[ Steven Nemeth 732-6520311 Jonathan Kohler 732537-7246 1 ImlaeTeam i Michael Kayla Williams Inslde Team Pete Garay Kristen Goers Billy Hoon0h SehasJan Psak CENTRAL David Vela Monique Chedid Chris Cabrera Amy Catarina Ganelt Cookson Parker Jensen Davitl Monson 732-652-0294 GUMeep Bhal[a Thomas Flatley Chns Cashin John Memuno T*m Damel 732-66&9621 Michael Vassos SOUTHCENTRAL Enka Komak Pal Swmarski - Alan Fmst James Impell"en Inside Team Ryan BaKher 732.652-0290 Jemilah Alghei Anthony Risotto Ryan Brennan EAST Jess Cdncoli Jessica Vos Charlie McClelland Will Ricketts Dan Sutlon 732866-0731 Juan Maitnez Chns Cos[elb Nick Lamina /3 8 564-6223 Inside Team Sloane Endicil IMITHHUST Kevin 652-0271 k Andrew Baicher Steve Katz 732 fi52-02// y Inslde Team -- Alex MacD..W Ashle MarioSOVTMEAST Davitl Lbytl 411k Bnanna Jack Amanda Calimano Gary Wilson ST Chns Rebele Dan Nemeth 732-564-8362 JimGrogan Dianna Lee Kevin Maniano KaMighMffeiGaboella Vbla 732564.8516 Lauren Rallis JeRPmdente Lou MaWsi Kenn Gordon Inside Team Pal ConndN Kwame Eshun Bryan Hunt Vmnie Pini is Mat Schenck Bryan Thompson Samantha Rebimbas Danielle Maloney Tom Monks 32 1.�"_ Santos DInHOL SLED FNId Dmlu Vardkchlo ------ SM $LED, Education 90b8B4-13B9 NORTHEAST YYa Ynwm ? WEST CENTRAL JMn aeVn Lauren Hoivnn Ym4.ckaea Paul Mamicaia Amy CalaNau J.n an. 732-5646505 e.Jam.. 732-652-0039 732-652 0294 J Nbn � u n.e c.ry+y Josh Reyes Chas Cashin Joan sKww. awn nna High.,Education sYpis+vmo.m 732-652-0311 732.666-8821 K.wream r..amom. Z.fnryelhY wineu.. aau o- j Hghes Education Hgher Education YKnw vnY.n.m wr K-12 an.wK wYm YKK.Ks. . .:..: o.n Y.n.o wwen.e..a sn.vw.vY.vn s,,,aleen m.m.w. Jdm aY1.Y K-12 K-12 J Lee S.\Yea K>,Ia NYbne. shM .e n Y.M CMvn AM'w f.hm MInnY Rl.dlo BnM lbw.ln &YWiI(e.a1/ -,mow _... _... WIMMManNNdxMAsm ChM C. V4al.Veka o.nrmnw C.Ju.a C..b..m. SOUTHCENTRAL aiYm crywi EAST o.w P_.� Alan Frost Yluuei sna.ace Dan Sutton oe.e c.,arm e..orn LM.en Im lbMnon 732-652-0290 xK.co.bo 7325648223 Jess Cnncell Mf La inn Kevin Van Buskirk c.o srrym s.naw cmaY „„ 732.66&B731 rw.cwn.i 732-6520271 Jo.nKm f,.raec.L— SOUTHEAST crywbpw.Hnw,. aq Cm Kean camp r+qa C. .i Aananda Cabman. ow eYnr.n... Hghe7 Education s.n Y.. Hgher Education Yx.Y..gnG abu Tm 732-560.6362 owuw n.nuns Jdn lµa.n S.11..K.La.. p.n l.kY WaEmrnln.ni an.teen KeVw Manano n.SVN.m nary Yuipure TN.I.an1 MYfl.n eY�� nw.ur.u. Jo.e.Y 732-564-6516 c"Swml Yw sL.mnY PpWi N-17 K-12 unw K.Jm l.v.n B�. Hghe,Education Je.n.sw, M NLY nY.+SIMa Y.IIWM fOn.J alcGwnn K.YM WIYf IJU MWne Sawn 4.W nkf WWn. MWnV.lex Wen nun Mow Lwki 90.'M Ilnn�n y1Yry 14b &.JeYSCW. SUV eO....ln Nk.VwR:rt Ya1.Wren crnrn saa.ae, Tn.pm&p Mix w.d. K.12 Perna V.cpfb CMYu S.Ko. CNh&NM \pnYW. %Y G.rnY MnN Kne.ffi. SIbMWI%Y CaAM . 11mw Wrw c..m e.v.n COM MWee TM MDw nYn CwrG. AM.ea a.Wn V.Y Jew YeF Coo'%w AeMn TYm p,N�nppp.m N� Jdn FfxleM I, k,:cc�lnin irl ("(" !flow Mi, wiles temns 6i7ih w»rk wiHi Ln�.' Nathxial W11 team to i,-oph,meoi ci,ow tri 15xrvi_re the notional llrngr7m. SHI Response: SHI has extensive experience administering contracts of this nature, and we are confident that we will exceed the requirements of the Scope of Work and Terms and Conditions. We take great pride in our ability to administer the agreement to the maximum benefit of the contract users. The SHI sales team will work in conjunction with the National IPA sales team to promote the Master Agreement to both existing participating Public Agencies and prospective Public Agencies. As detailed previously In this response,the SHI Sales team will receive in-depth and ongoing training on the Master Agreement. Public Sector sales leadership will be actively involved in implementing and servicing this agreement. The entire team is committed to growth and success of this contract. SHI Account Executives will promote this agreement actively within their account base during regular fate-to-face meetings and calls with customers and prospects. In addition,we welcome joint sales calls with the National IPA sales team. Scott Garrett,the dedicated National IPA Public Sector Operations Specialist, will coordinate regular communications with our sales team and actively follow up on all campaigns. He can quickly distribute leads and connect the National IPA team with their correct counterpart on the SHI sales team. 33 We understand the intricacies 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 individual agency, city, county, township, school district and higher education institution. "'0 :�;,, , SHI Response: In addition to our extensive sales force promoting this contract actively and on a daily basis with our current customer base and prospective customers, SHI intends to collaborate with National IPA on an extensive marketing plan. We understand the goal is to increase the number of entities that buy via National IPA in all public sector verticals. We have a dedicated Public Sector Programs team with resources specifically identified to market and support growth for our national contracts such as National IPA, If SHI is awarded,the following team members will collaborate with the National IPA team to create and implement the marketing plan: Scott Garrett Public Sector Operations Specialist Scot Ga rett@ lqi corn Lauren Baines Public Sector Marketing Specialist Iwrmurun baXnes(,s715hi.ctacrl Scott's main focus will be onboarding and growing the National IPA contract vehicle. He will be responsible for coordinating calls and other communications between SHI Leadership and sales teams and National IPA. Having Scott in place will help us to stay focused on our joint goals and also to review success as we go so we can make changes as needed. We have previously discussed our marketing plans in this response and fully expect to continue to generate new marketing and sales campaigns to continue to drive business over the life of the contract. When there is interest from a prospective public agency we will work quickly with National IPA to get their account set up and introduced to their account team at SHI. Having Scott Garrett as the primary point of contact will help to ensure that this process is seamless for the customer. r� SHI Response: Immediately following are our top 10 Public Agency customers. SHI can provide additional information upon request. 34 Texas Seat Management 28,915,734.65 $50m -$100m MN Office of Enterprise Technology m 20,015,880.01 $50m-$100m ..........................................................--------— NJ New Jersey Information Technology 18,827,813.44 $50m -$100m Atos Governmental IT Outsourcing Services, LLC 17,093,142.56 $50m -$100m ...... _._........................... _..-.. _. Louisiana Office of Technology Services 17,072,810.99 $50m-$100m KY Technology, Commonwealth Office of(Cot) 16,978,802.17 $50m-$100m NY Department of Health 13,400,486.55 $50m-$100m City of New York NY 13,089,495.50 $50m- $100m County of Harris 12,760,337.44 $SOm - $.100m City of Houston 12,079,388.15 $50m - $100m SHI Response: Regardless of the method of submission (email,fax, web), the order is routed to your dedicated Inside Sales Team for validation and the management of the order process. Upon receipt, the Inside Account Manager (IAM)will review the order to ensure that the order is complete and can be processed. If the order is not valid for any reason,the IAM will contact the customer within 2-4 business hours to request any necessary information. If lower pricing is available,the IAM will inform the customer and pass the lower price on. In a case where a price has increased, SHI will honor the price if the quote is within 30 days of the original quote. If the quote has expired,SHI will make a best effort to work with the manufacturer to honor the price. Your dedicated sales team will enter all valid orders on the same day they are received. An automatic order confirmation will be generated and sent to the end user listed on the purchase order, as well as any other contacts the customer has designated. We can customize the information on the order acknowledgement email and can include any and all information required by the customer. 35 Order Confirmation SHI Intemational Corp. Sales order S46482360 200 DiVAscn Ave Order date l(V172017 Soma.t.NJ OU73 Customer Account 1008214 Phone:888-235-3871 Customer PD 18001750 Shipping Method ESD Customer Reference Payment Net 30 Days SHI Account Executive Amelia Jakubnzyk SHI Account Manager Robert D,Giovanni Bill To Ship To Jenn,kr Means CITY OF MESA CITY OF MESA NE IST STREET PO BOX 1070 Mesa,AZ 85211 AP CENTRAL BILLING United Stales Mesa,AZ 95211 18001750/Jenniler Means United Stales Item No. Description Qty Unit Extended Mfg Part No. Ordered Price Price 32/531458 Ouatys Public Sector annual subscription G 0 00 0.00 O-E-PUB Multiple platlarms English Opn upd via downld Software Quays Convact number IC075-RFP Maintenance From dale: 12JI112017 Maintenance To date: 129072018 32745130 Quays Public Senor Vulnerabldy Management-Module 1 92320 923.20 O-E-PUB-VM-M pme, 0"".Inc. Multiple cation.s English ESD Solnvare Convaa number 10076-RFP Ma,menance From data: 12111 f2017 Maintenance To dine, 12,11=018 32031400 Quays Vulnerability Management—Enterprise—Public 050 896 15.612,00 O-E-PUB-VM Sector Quayys Windows-Mulbple*ndowf Platform English ESD Software Contract number, 16078-RFP Maintenance From date: 12111120t7 Maintenance To date. t4n012018 33370880 Quays Public Sector Web Apphration Scanning-Module Y 923.20 923.20 O-E-PUB-WAS-M Prrce Once an order is entered, it is then directed to SHI's Procurement Department for processing. This team is then responsible for placing the order with the appropriate Distributor or Manufacturer.The orders are sent electronically and confirmed. All orders are placed within 24 hours of being received. Should there be a change in the delivery time,the Procurement team will notify the sales team immediately. At that point we will reach out to the end user to discuss options. Should a product not be available at the time of order placement,the Inside Account Manager will reach out to the contact who placed the PO and advise that contact on all the options available. No substitutions will be ordered unless we have express, written authorization to do so by the end user. Assuming there are no delays, the tracking number will be uploaded to the website upon shipping if/when provided by our vendors. In addition,the customer can opt to receive an advanced shipping notification which will be emailed automatically upon shipping of the product(s). See an example of the ASN below. 36 �,- , Shipment Notification sire.l-eeosn-sew yo AM....awr^ 411IpTul Pmksiae llwi0"=onslnx9an v:rp:er<a mn: aannvle tnlp Vin VVSU�aun1 ime:ryrc 1fYIIj�`;�,iY�%f43r§YJ Zak n. SNI PeM1P Mly oeM1N �e[[npllon Shlppell ONertJ exATi564 SHsixG-I AssN layginY6Peponiny 1pxi lx ley] � I Can! Instal ' Inc®) UYCOMIMPGL-] Imegelnslell.M1y om-♦v�CRO Swnen. p p y ii Gonfiyllnslu SHICONFIG 1111.11 1111fLL. E4aW,yuZAtlVfNNL'AMnIXCM&IN u df"M— nr,M1rnsaerxly }M':4M4IAY11(.4d{t MmeE lixy Ax)f'H95 lou�o�ywnessM1lppcJ la Jey Ilyou M1aee nollwnvub yAoul[iyerYrvilhln on.Wzlnessreek,ylesse[Doted you:vlu lam forn:nw stahu' Nn vnmta ha,ft—Y11 If Y11 nrve enl MInt le'v",N[5 [o mmv.I11 ecnvxy lmm sy plan.e Email ourLunYo.ol SHI is able to customize our invoices to meet the needs of individual customers. If awarded,we will work with each customer to add necessary fields to our order entry system so that information will be captured on the invoice as well. A sample invoice is Included for you below.Again,this can be customized to meet any requirements necessary. 37 X Pleasamirl payment to Invoice No. B07251775 SHI In(ematmnal Corp PO Box 9Q121 Invoice date li 90017 Dallas,TX 75395-2121 Customer number 1008214 Wine information:Wells Fargo Bank Sales order S4645236C A Wee RM 121000248 Federal tax ID 22-3M%48 ACH R1#021200025 Finance charge of 1 5%per month will be charged on 290 Davidson Ave AccounhR000637641964 pas(due accounts-10%Nr Somerset NJ 08873 SWIFT Code:.WF8IUS85 Al returns require an RMA#supplied by your SHI Phone:888-2353871 For W-9 Forty we w 5bl comfW9 Sales team. Fax 732-805-9669 Bill To Ship To CITY OF MESA CITY OF MESA PO BOX 16795 59 E 1ST STREET AP CENTRAL BILLING Mesa,AZ 85211 Mesa,AZ 85211 USA USA 160017501Jennifer Means Ship Date Salesperson Purchaso Order Ship Via FOB Terms 10)182017 Amelia Jakubrryk 181101750 ESD FOB DEST NET 30 Item No. Description city Oty Unit Extended Mfg Part No. Ordered Shipped Price Price ..._....................................................._____........_—___.._.._......_......._.-.._.-__,,,,,._.,.---------._.......................,_,,,,.,,..,,,.,,.,,,,,,,.,B-(1......._...........__....................._ 3�631d58 Quatys PoNic Sector annual su66iG9pilon m 1 0 00 a W O-E-PUB Multiple platforms English Opll upd via downid Opt)upd vIa downld Software Qua" Contract number:16076-RFP Maintenance From date. 120 112017 Maintenance To dale: 12/102018 ,.. .........� .... .... ._.._.., _,,,,.._ ....... __...__'___..................... ............. ................._.. ..... 32745136 Qualys Public Sector Vulnerability Management 1 1 923.20 92320 O-E-PUB-VM-M Module Price ESD MURIple plar0i English ESD Software Quatys.Inc Ccr'drarcl brlfrll.KM. 1076-NFP Maintenance From date. 1211 U2017 Maintenance To date: 12/10/2018 32631460 Quatys Vulnerability Management- 950 950 696 6,61200 O-E-PUB-VM Enterprise-Punt Sector ESD Windows-Multiple Windows Platforvn English Quatys ESD Software Contract number 16076-RFP Maintenance From date: 12JI U2017 Mattenance To date- 12110/2018 ...." """ ------ . ........ ..... „_ -....' ................................. 33370886 Quatys Public Sector Web Application Scanning 1 1 92320 92320 Q-E-PUB-WAS-M -Module Pnre ESD N10"44e plamorim Engu'gh E'^30 software Qualys Contraclnurnber 16076-RFP Maintenance From dale: 1 211 1201 7 Maintenance To date: 1 2/1 01201 8 ...............__,.,.,.,. .. .,... ........ ...................,.................................... 32631461 Ouatys Web Application Smnning--Public Sector 5 15 46392 2.319.60 O-E-PUB-WAS Wrndovis-Multiple Windows Platform English ESD ESD Software Quatys Contract number'. 16076-RFP Maintenance From date: 12/1 U2017 Maintenance To date:12 W2018 ..................... 32745132 Qualys Virtual Scanner-Annual Suosciri 5 5 92320 4,61600 Q-VS Multiple platforms English Optl Jpd via clowilld Opg upd via dowuld Software Qualys,Inc Contract nuffiber 16076-RFP Maintenance From date: IZII V2017 Maintenance To dale. 1MO12018 38 We have the flexibility to bill upfront, in arrears,or on a payment plan depending on the requirements of each purchase. We will have these discussions before the quote process takes place and confirm again before we enter the purchase order. In this way, we will alleviate incorrect billings. In the rare case that something is incorrectly billed, the customer can simply reach out to their sales team and they will work with our Accounting Department to correct. SHI is able to accommodate sending either hard copy invoices, electronic invoices, or both. Summary billing is also available. We can accommodate changes to their preference at any time. Invoices will be sent only after the products have been delivered. Should we get an award, we would like to sit down with each National IPA customer to understand their requirements,typical acceptance procedures, and time frames. SHI's open architecture systems allow us to integrate with virtually any eCommerce platform,whether through market leaders or a proprietary solution. Ariba, Perfect Commerce, PeopleSoft, SAP and Oracle are the most popular applications supported by SHI. In general,SHI can support systems that use cXML (commerce extensible mark-up language), or EDI (electronic data interchange) standards.This includes a wide range of applications, proprietary systems. In addition,SHI supports the following Punch-out types: • Ariba Punch-out • Perfect Commerce Roundtrip • Coupa • PeopleSoft Direct Connect • ePlus Procure+ • SAP OCI Roundtrip • Hubwoo • Sciquest • Oracle OAG and cXML Punchout • Verian ProcurelT SHI's order entry system, procurement system, and invoicing system are all standardized on AX.This allows for seamless process and maximum efficiency from order placement to billing. SHI has a team of AX developers in house to accommodate our various customers' needs. io Y,Iur one On jrl V_r, twn 7-o h c e, 'r it uorui, wo ar?,., , rnimo?wn Cootra,t thc- feN °rmlr oe calculated basetl on 0", r r'e= o f ttnj actual ,ntt aft and the Guaranteed+_orrtr'm t snl-5. SHI Response: Per addendum tt2,this information is not required. At this time, SHI prefers not to guarantee sales as we have no history or data with which to accurately determine these numbers.We are open to working with National IPA on forecasts in the future. 39 . life I SHI Response: We understand that some public agencies will choose to conduct their own formal solicitations even though this Master Agreement Is in place. In these cases, SHI will evaluate each situation as it arises. We will do everything we can to ensure that the resulting sales are priced at or below the National IPA pricing and reported to National IPA. It is our goal to make this contract as successful and widely used as possible and will not look to steer business away from It,even if the agency chooses to do a formal solicitation. SHI has put forth our most aggressive pricing to National IPA in this proposal. For this reason we believe that responding with this pricing will be the most widely used strategy (as described in i.). If a publisher/OEM offers competitive pricing, SHI will pass that pricing along and report those sales to National IPA (as described in ii.). It Is highly unlikely for SHI to offer pricing higher than what is in the Master Agreement unless we were using the Master Agreement pricing as a comparison to show the value of this agreement (as described in iv.). J i! j i r,' <qo Hi ' > o,0'i?(I SHI Response: Currently, SHI collaborates with thousands of Hardware and Software partners and will provide National IPA access to the most extensive IT catalog in the Industry. In addition, SHI continually adds vendors and products to our databases to allow our customers the most updated, comprehensive choices possible. We are confident that our flexibility, extensive product offering, and our willingness to evolve along with Public Agencies' changing needs, are unique strengths that SHI happily leverages for National IPA members. We will also reach out to new vendors upon request, or when we identify new technologies that we believe members will want to purchase. Over the past decade IT has changed. Although there is still a need for commodity products, attention has turned more and more to building solutions that will solve customers' needs. In response to shift, 40 and working within our customer-centered foundation,we developed our Enterprise Solutions Group to include solution based support. This team has over 150 people who hold 3000+certifications for various products and solutions.Their goal is to help address our customers' needs, acquire the right technology, and adopt that technology into their environment to achieve the desired outcomes.This team can bring together resources to talk across an entire solution whether that be end user, datacenter, or security. These teams are vendor neutral and use their breadth of experience to help tailor conversations that will be optimal for a customers' specific environment. We engage our customers during the strategy and solution design phases of a project and assist with activities like strategic planning, assessments,white boarding, proof of concepts and obtaining demo units. Initiating conversations at this point in the conversation leads to a more optimized project and cost savings. To help with the selection of product, equipment, and services (whether it be a Laptop, Desktop, All-in- One, Tablet, or other device)the SHI Team provides National IPA members with a customized procurement website, allowing authorized end-users to select from standard configurations and peripherals, as well as to provide necessary information to ensure a successful installation. The procurement website provides all service catalogs, approved hardware configurations, and inventory databases, allowing National IPA members to procure the best products for their needs. National IPA members will benefit from SHI's laser focus on being the best at delivering the products and services it needs, while continuing to keep our costs aggressive with our low overhead.A dedicated approach to the Public Sector business for the last twenty years has helped us to create solutions that are specific to the unique needs of State, Local, and Education customers across the country. Because we provide a neutral vendor approach—not valuing one vendor more than any other—and because we use our experience and breadth of knowledge to assist in finding the right technology to meet the specific requirements of your environment,we are confident we are the best choice as your IT Solutions Partner. SHI included an overview of some of our top partners in our response to section 3.2 Distribution, Logistics we have also included an additional list in the Attachment section of this response. SHI is happy to provide additional information regarding partners or answer questions about procuring a specific product if needed. i.' Cie Ci n'Prt�t� r t %, "/J , s`(!al t ' b, p.of r l SHI Response: In addition to an extensive product catalog, SHI offers a full range of services. Outlined below are some of the services SHI will work collaboratively on with National IPA members: Software Procurement • COTS • Software Volume License procurement/management • Contract negotiation and optimization assistance End User Computing • Mobility • Desktops • Laptops • Systems Management • Tablets 41 • Phones • Unified Communications Datacenter • Servers . Converged Infrastructure • Storage • Cloud • Networking • Colocation Equipment Security • Assessments • Social Engineering • HIPPA Security • Policy Creation • Vulnerability • Data Protection Solutions and Services • Security Posture • Firewall/UTM/NGFW Implementation Review (SPR) . DLP/Encryption Implementation • Penetration Testing • Video Surveillance Lifecycle Services • Acquisition • Mobile Device Configurations • Deployment • Asset Tagging • Installation • Image Deployment • Data Migration • Laser Etching • OS Upgrades • Activations • Support • Kitting • Recovery • Integrated Add-on Components • Integration Services • Custom Label and Packing • Rack and Stack • Inventory Management • Advanced Configurations Connectivity Services • Voice • SDN • POTS • PTP • Mobility • MPLS • UC Hosted PBX • Cable/DSL • SIP/PRI • Specialized • Network and Data • Telecom Expense Management • Ethernet/Fiber • Service Provider Assessment • Wireless Microsoft Services • 0365 • Exchange • Active Directory • SharePoint • SCCM • Windows • Skype 42 Other Services • Project Management • Auxiliary Services • Partner Delivered In addition to these myriad products and services, SHI can assist with technical evaluation of products as well. Evaluation may include full proof of concepts or simply obtaining evaluation units. In this way, we will enable National IPA members to make the best choices and scope each project appropriately. Beyond just offering competitive pricing for products covered under this contract,SHI will strive to help National IPA members to avoid costs associated with selecting the wrong technology, or with project delays due to incorrect scope. In addition, we will review buying programs and conduct price modeling to ensure that the technology you choose is being procured in the best way possible and at the most aggressive price. r .i rit ' i'wj I, i i, vi 'c i ti SHI Response: SHI's Diversity Business Development initiative seeks to enhance business opportunities with companies whose corporate objectives include supplier diversity. As both a minority owned (MBE) and woman- owned (WBE) enterprise, SHI is the country's largest MWBE provider of information technology products and services. SHI also maintains its own internal supplier diversity program and seeks to engage MBE and WBE suppliers to meet SHI product requirements and operational needs. SHI International Corp is a 100% minority owned company and a Corporate Plus member of the National Minority Supplier Development Council (NMSDC). SHI is certified by the New York& New Jersey Minority Supplier Development Council of the NMSDC and recognized by the 24 other regional affiliates of the NMSDC including the Canadian Aboriginal and Minority Supplier Council (CAMSC). SHI is also a woman awned business and certified with the Women's Business Enterprise National Council (WBENC) and certified as a MWBE with California Public Utilities Commission (CPUC). SHI International Corp holds current State Government Certifications In the following states, cities, or counties: Delaware, Indiana, Massachusetts, Missouri, New Jersey, Wisconsin, Virginia, North Carolina, Prince George's County, Maryland, New York City, NY. In 2004, SHI launched an executive initiative to increase SHI International Corp presence in the minority business community and established a diversity business development program. An executive-level position was created to better meet the expectations of our customers for SHI's participation in their M/WBE development and 2nd Tier programs.SHI is the only M/WBE that maintains a fully-staffed team dedicated to supplier diversity matters for our clients and vendor partners. Our team manages and distributes just over 175+ diversity spend reports to our clients today (see below). SHI continues to increase the number of diverse suppliers in SHI's Managed Partner Network which our internal operational requirements alongside accommodating our clients to meet their specific governmental, 43 40001 educational and corporate diversity goals. In addition, we sponsor and support annually, on average, over 50 supplier diversity related events which include corporate client-sponsored events that value diversity spend opportunities across the country.SHI is a Corporate Plus member and a sustaining annual contributor to the Business Consortium Fund of the NMSDC. Diversity Spend Client Reporting SHI tracks and reports 1st and 2nd tier spend with minority, women,veteran and disabled/small disadvantaged/HUB zone owned businesses and makes these reports available to all customers that track such spend. As a 6.8 billion dollar company, SHI reports these results to over 150+of our customers on a quarterly basis. 2016 Percentage of Diverse Spend ._,_,.............. ._�....-e.,_ Total Spend SHI Addressable Spend SHI Total Diverse Spend %of Diversity spend $6p49,294,928 $193,428,848 $104,302,045 53.9% MBE Partner Network& Initiative SHI has an active program to recruit minority, women, veteran and disabled/small disadvantaged/HUB zone owned businesses as "Go To" partners for both SHI internal services and Client Services requests. The success of this program is coupled with an executed Partner Teaming Agreement with several minority, women,veteran and disabled/small disadvantaged/HUB zone owned businesses, and we actively mentor several seeking to promote them not only internally, but also to other SHI customers.To date, these businesses have gained entrance to several of SHI customers as a direct result of SHI's referral. Our diversity team engages our Director of Partner Network to attended supplier diversity events with the sole purpose to recruit additional "Go To" minority-owned businesses. Tier 11 Program The growth, development, and mentorship of minority,women, veteran and disabled/small disadvantaged/HUB zone owned businesses is a commitment SHI regards as crucial to our major clients' continued success. Capturing and retaining the loyalty of our clients who value diversity spend is an integral part of our professional services strategy and one which has mutual benefit. As a Large M/WBE, we continue to grow an effective Tier II program by accessing our Services Partner database using qualified certified minority, women, veteran and disabled/small disadvantaged/HUB Zone owned businesses where it complements our major clients overall supplier diversity program today. SHI plays a key role as a Primary vendor or Tier I supplier to a vast number of our major business segment clients. Not only do we provide Tier I quarterly reports to 150+clients, by customer request, we also provide Tier 2 reporting where the totals reflect a direct link to our customer procuring professional services through subcontract arrangement that is directly tied to the performed service for the client. SHI understands there is value along with a continued commitment on your organization's part to help increase your Tier 2 spend with minority, women, veteran and disabled/small disadvantaged/HUB zone owned businesses. In support of this commitment, SHI International is in partnership with these diversity businesses as our sub-service providers to furnish your company when they meet your quality, service, and price standards. 44 r SHI International Corp continues to remain committed to growing its program and providing mentoring and support to fellow minority, women, veteran and disabled/small disadvantaged/HUB zone owned businesses. L7escribc h:)w yourff r i jrof,oSF,� thu prr.'tarn �,' elv ac de. SHI Response: SHI is proud of our tremendous network of distributors and partners. We maintain relationships with our large IT Distributors (Ingram Micro,Tech Data, and Synnex), as well as smaller, local distributors, and the manufacturers directly. With each transaction,we source from the supplier with inventory in the closest proximity to the customer, and drop ship directly to their door. Most products are delivered within 3-5 business days via UPS Ground. Our extensive network allows reduced time to market for National IPA members and prospective members. In addition, we have our own integration center located in New Jersey that can provide warehousing and complete configuration capabilities when such a solution best meets your needs. Of course, we always take the opportunity to find cost savings for our customers—and National IPA is no different. In addition to leveraging our partner relationships for savings at the vision and design phases of an IT project, when quoting and sourcing product, our sales teams also request information from all of our distributors' stock to obtain the best price for the National IPA member. In addition, we have sourcing specialists on our procurement team who monitor purchase orders with the partner and distributor community to ensure that no savings opportunities have been missed. In many instances,our sourcing specialists have the ability to aggregate purchases for a specific partner or product across multiple transactions or even multiple customers to realize a lower overall cost. While SHI does maintain a warehouse/integration center in Somerset, New Jersey, it is our relationships with our major distributors that allow us to provide for efficient product delivery across the United States. This model reduces the overhead costs of maintaining our own additional warehouses. Our distribution model is important to SHI's own internal cost structure and allows us to offer our customers a very aggressive pricing model. Our major distribution centers are located in: • Atlanta, GA • Los Angeles, CA • Chicago, IL • Memphis, TN • Dallas,TX • Miami, FL • Fontana, CA Ontario, CA • Fort Worth,TX • South Bend, IN • Jonestown, PA • Suwanee, GA • Swedesboro, NJ �,i'^„ SHI Response: SHI is not using any subcontractors as part of this contract; however if SHI needs assistance with distribution/delivery processes, SHI has an Elite Partner Network that we call upon for service delivery on occasion. We consider this partner network our "burst" partners for those times when we do not have the SHI FTE to deliver on a project. 45 SHI has each potential partner fill out an extensive qualification checklist.This list Is used to vet the types of services offered, certifications held, overall experience, and where they are able do business. One of our top priorities is confirming that our partners' resources are certified for the work we are sub- contracting them to perform. Please note that our practice managers/SAs/Program Managers will be asking for proof of certification as needed. We will inform National IPA in advance of any subcontractor that we intend to use. Provide the number, sire and location of your f'irm's distribution facilities, warehouses, crud retoil network as arpliccynlr. Frowde information on the productivity of you frwilltira and systerns os follows: a. How many orders are processed daily on on average How oiarr,v devices does your fracNity configure daily on an ❑1leic1ge C. What is the highest nurnber of<wders processed in ,a single clay d. "Whot is the highest number of devises configured in a single dray from tyre focilities cies: ifrecf SHI Response: As described above, SHI utilizes a network of distributors and partners. SHI's internal procurement team process an average of 6000 orders per day. SHI Integration Center, Piscataway, NJ M 400 orders for configuration, per day. • 1800 units per day 3000+ is the highest number of orders processed in a single day Depending on the configuration and device types considered, we have processed orders for over 3000 in a day, and configured over 40,000 units in a month. On average, our top three distributors process 21,000 orders per day with a max of 36,000 in a day at peak time SHI Response: SHI's return policy is customer-centered—we will accept any request to return any unopened box up to 30 days after receipt, unless the manufacturer specifically has a no returns policy and we have noted this on the quote. In order to request a return, a customer first contacts the City of Mesa's dedicated sales team, via email, phone, or through the "Request Return Authorization Number" section on the City of Mesa/SHI.com website.Your Inside Account Manager then generates a return authorization )RMA) number and provides that to you with a shipping label or account number. Finally,the City of Mesa customer writes the RMA number on their return box, ships it to SHI, and we process the return. In some cases,to expedite a return, SHI will arrange to have the return-product picked up directly. Once SHI receives the return, we will credit City of Mesa's invoice. If you request a replacement order, we work with you to expedite a replacement even before we receive the return. Occasionally, Software Publishers may require a customer to fill out a letter of destruction. In these cases, SHI provides the form to the City of Mesa customer, who signs and returns the form. To help 46 simplify and expedite the process, SHI takes care of the rest—processing the Letter of destruction with the Software Publisher. Rarely, a customer might receive an incorrect or damaged product; if this occurs, SHI accepts return of that product within 30 days, with no restocking fees, regardless of the package being opened. At any point, if customers encounter issues with their products,the SHI Account Team is accessible and eager to help! SHI Response: SHI is able to accommodate sending either hard copy invoices, electronic invoices, or both. Upon award, we will work with the National IPA members to understand preferences and set up the account accordingly. We can accommodate changes to preferences at any time. An invoice will be sent only after the products have been delivered and accepted by the member. Should we get an award,we would like to sit down with the National IPA and each member to review any additional requirements and provide our recommendations based on best practices with other customers. itl � e;cr%hey ��r dnlivery;on3n-ritrnent: a. LV'nar is your Jilt rate guo.vrlt� b. 0-hcrt we your cfelivcry rtayy' C. (Jo yoga wfjer rwut duy dehvelr d. if iw'v do you fLu f4tate cmergemV arlersl e, .Arc sruppiov c;)woes exempt f.,,r ALL who use thir cc wtrnct' f. Describe now problems (such os o custcmr r or'dermy o wrong produc- or a customer rec:=wing a defective product etc.J are resrohled. SHI Response: SHI relies on our extensive distribution network for the large majority of our shipments.On average, across our largest distributors, our fill rate Is between 93%-100%. In most cases, where we are not filling orders on time, it is due to constrained items. In these cases, we notify the customer immediately and either source from a different distributor at the same cost to customer, continue to wait, or cancel the order based on what the customer wishes to do. Most products are delivered within 2-5 days of being ordered. At the time of quoting and again at order placement, the SHI sales team will Inform the end-user of the exact delivery timeframe expected. Should this change, we will notify the customer immediately upon learning of any changes. We will communicate with the customer however they prefer but typically, communications of this type are done via email. Updates will be provided at least every 24 hours, or on an agreed upon time frame, until the product is delivered. When there is a delay,SHI will provide any alternatives available.Alternatives may include a different distribution source, comparable products, cancelling the order, or potentially discounting to account for the delay. Shipments are made Monday through Friday. Next day and Saturday delivery are available for in-stock items but are subject to a shipping fee and will require that the order be received before the cut off time 47 I (dependent on time zone). SHI will handle shipping in the same way for any and all National IPA member, regardless of size and location. Standard shipping will be covered but special delivery requirements or expedited shipping may be subject to an additional charge. If there is ever an issue with delivery, such as the wrong or defective products, the customer simply needs to request a return by reaching out to the Inside Account Manager or by navigating to the "Request Return Authorization Number" section of the custom IPA website. �s l i ,E rrha t�, o!��i,t� n�i .erg r �n a;laL r r� af.7,�;,cieS that r Ur, tm Ion,roci: n, ii J, i u fJ,10W, nr ,r,ri SHI Response: SHI provides a comprehensive customer support plan to ensure we are meeting each customer's needs. Customers are supported by a dedicated Account Executive and a dedicated Inside Sales Team. Field territories are structured vertically and geographically. We have over 120 Account Executives(AEs)who live and work in their territories. Their emphasis is on ace-to-face connections with their customers as frequently as possible. We are In the process of expanding our field Account Executive team to ensure that each AE is focused on 25 accounts or less and in one specific vertical. This will enable us to continue to cater to the individualized needs of our customers. The field based Account Executives are responsible for meeting with their customers in person as often as possible and for the overall relationship between the customer and SHI. In addition, they can bring in resources as needed, be it SHI's own Field Solution Engineers or other subject matter experts or OEM specific resources. 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 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. Each Account Executive is supported by a team of Inside Account Mangers (IAMB).This group totals over 150 professionals and is located in our global headquarters in Somerset, NJ. This team is also aligned to 48 match specific regions so that everyone who is working with you will have sensitive knowledge of National IPA member's regional environment and the nuances associated there. SHI's Inside Account Managers 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 expediting of orders are an integral part of their daily activities.They execute the plan established by the Account Executive for a customer.The IAMB all have experience working exclusively with Public Sector accounts and they are regionally assigned support for the customers. The sales teams can be reached on line via the National IPA custom website or via email/phone. Upon award, each National IPA member will be provided with information about the account team that is dedicated to support them. Following a support plan for City of Mesa.A similar plan will be put together to IPA members. 49 q COP City of Mesa SupgortInformation City of bfesa Account Fzocudve—Amelia Jakubcyk is the Field Sales Faecutive responsiblefor the overall relationship with the CihyofMesa. Amelia will be the mainpo ini ofcontacifor regular onsite v.ita,QuarterhBusiness Revfems, RFF's&Contracts. Ameha's contact informal ion is below.- A+irnehn . 6 be +k fr_511ido r Office:(303)723-5256;Mobile:(303)882-8012 Inside Sales Team—171e Inside Sales Team is responsiblefor all daih'quotes,orders&customersemce requests. Their main goal is toprovide customers with World Class Support. the Clty of Mesa is supported by thefollowing team: • Rob DiCriocanni—Inside Ac count Manager • EJWilliams —Inside Account Manager • Iason Mitchell —Inside AcccuntManager • Comm Bennett—Inside Sales Team Manager Email:'l`rarnAriaouo s'I .co ToUFrec Nuzuber; (883)71126I3 Serszce Level Agreements (SLA's) • Email&Phone.requests—Acknowledge with responsewithin 24hours • Orders—Pro cess orders within 24 hours of receipt o Exceptions mm,app&when additional ufarmatwn a required • Pending request—Daily updates(every 24 hours) Tracking and Reliability SHI is cammitted to providing World Class Support through reliable tracking and deliv ery of purcha sed technology. • Customers cantracktheir orders on •Ii,%.publicstetor.shidirect.com when supplying two pieces ofinformation unique to their orders,such as their internal PO number and their email address o Once online,go to->My Account Orders and Quotes->Order Status a Register your email and choose a password andgain accessto yourpurchased orders • Customers can also email their Inside Sales Team at T.en arAri tuna u'shixo or or call(888)711-2613 for updates • SHI supports customers a cross the country with business hours from 8 am-SpmEST.with easy access to managm for a dditional esc alation and support Submitting Requests &Patb of Escalation • New Requests: o Email Tea¢ Ariroua_g„siii.com or call(838)711-2613 • Follow up onpendingiteins within 24hours ofirntial request: o Email__Te inirkona'dKB_ti,eom.L`ID Sorrq_n...,�fkenrnrti.(t;_Fk1i.e, ayili TeamMgr. • Customer satisfactionissues: o E.mail,Ccorrin Be etpia, .sin.com AND ylisoty 7uo^nee a elal.cp , SHIManagement Team • Carving Beonetta'sluxalu—Inside Saleslvlanager—West Regjon(732)552-0335 • „ ii1&ii 'i;u^ rSd ii.c ',q—Drector of Public Sector West Region(425)974-5997 • 'N'err l' a ➢'+ct'ruanllB,;q;g4d(.ca,pn—Sr. Inside Sales Manager—Public Sector(732)5686077 • Varms Ionail'h's,h7„.c�orn—Director of Inside Sales—Public Sector(732)537-7240 SHI realizes the need for timely information in order to keep projects moving forward. The first step will be clearly defining SLAB that meet the needs of National IPA members.As requested, SHI has outlined the following SLAB. If awarded, the SLAB will be reviewed and mutually agreeable standards established. So r • Email & Phone requests—Acknowledge with response within 2-4 hours • Orders—Process orders within 24 hours of receipt o Exceptions may apply when additional information is required • Pending request—Daily updates (every 24 hours) SHI provides support to our customers between the hours of 8:OOAM —7:OOPM in every time zone. We are only completely closed on New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. Support is available every other business day of the year. In addition, your custom web catalog is available 24 hours per day,7 days per week. Problems are typically escalated to management for immediate review and action. Customers are provided with a Path of Escalation,to ensure they can engage with management on any pending items or issues which may arise. If customers are unable to locate their Path of Escalation,they can click on the link at the bottom of all AM email correspondences, which reads "How was racy service? Contact— Senior Mond genrerat@shLcoma". This will also escalate all issues directly to Senior Management for immediate action. Once an issue has been escalated, management will set up a call to help get all affected parties on the same page, and follow up with regular updates until resolution. We are including a sample escalation path for City of Mesa. Each IPA member would receive an escalation path that includes their specific team information. 51 Escalation Point Responsibilities Response Time Inside Account Day-to-Day customer service questions, such Within 4 business hours, with Managers as order placement, order tracking, quotations, at least status on resolution, if Rob DiGiovanni, EJ return authorizations, licensing questions, etc. not with the final resolution. Williams,Jason Mitchell Account Executive Overall management of the relationship Within 4 business hours, with Amelia Jakubczyk between SHI and the customer. Has the at least status on resolution, if authority to take into consideration special not with the final resolution. circumstances to make exceptions to SHI's general policies. Inside Sales Manager Responsible for the management of the daily Within 4 business hours, with Corrin Bennett activities of the Inside Account Managers. at least status on resolution, if not with the final resolution. !Director Inside Sales Management of the Inside Account Within 8 business hours with Manager Managers. Escalation point for any over-all either status or resolution. Yara Ismail quality concerns at SHI. Regional Director, Management of the Account Executives. Has Within 8 business hours with Public Sector Sales the authority to approve contract terms and either status or resolution. Alison Turner conditions and to make exceptions as deemed appropriate. Senior Director of Executive authority to approve terms and Within 8 business hours with Public Sector Sales resolve issues. either status or resolution. Denise Verdicchio SHI believes in regular and transparent communication with our customers. Our Account Executives meet with the City of Mesa 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. As part of our customer care, we encourage and actively solicit customer feedback. Our Director of Quality, Bernadette Hunsikcer, 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. We have a World Class Support Incentive Program for IAMB who receive positive feedback from customers and partners. IAMs who receive three compliments will receive $150 to their net pay with unlimited payout potential. Compliments can be sent through the Sgnmorw„Man ge_mer7k Mshi.com email or in any form directed at complimenting the IAMB service and support. 52 SHI can hold inventory of products in our warehouse, at no additional charge to the customer,for thirty days. After the initial thirty days, SHI may charge a small inventory fee. We may also require the customer to sign a purchase guarantee. All of these factors would be discussed up front with the customer before a purchase Is made. SHI Response: SHI will pass on any included Manufacturer warranties at the time of purchase. In addition, we will educate the end-user on any and all available extended warranty, maintenance, and service programs at the time of quote. Should the customer have the need to use the warranty SHI can facilitate the Interaction between the customer and the OEM.We will gladly provide any contact information, process information, or assist in escalating with the OEM when necessary. SHI can offer 3rd party, non-manufacturer warranties that will allow our customers to extend the life of mission critical devices with world-class service and support. SHI Response: In addition to aggressive pricing, will provide National IPA members with product and technology expertise to help ensure that you stay up to date on the latest technology changes, product roadmaps, product transitions, and current manufacturer programs. As a successfully functioning partnership is based on communication,SHI proposes scheduling regular review meetings with each customer. The purpose of these meetings will be to discuss all aspects of the partnership including but not limited to the following: • Product Roadmaps • Forecasting of Product Requirements • Future Product and Services • Industry trends and updates SHI Account Executives are supported by our Hardware and Advanced Solutions and Software Licensing teams which consists of vendor-dedicated subject matter experts.This team not only ensures that we are delivering the most up to date product and technology information in a timely manner but also that we are providing access to the best pricing, programs, and levels available to National IPA members. For example, a current trend in education is creating learning spaces that support creativity, collaboration, innovation, and critical thinking. Based on this trend, we provide ongoing facilitation to our sales teams around the latest technology specific to education. Our Account Executives then bring this information to their clients and help engage them in a conversation about how they can make use of this technology in their environment. We bring internal or partner-based resources to their doorstep to talk over product roadmaps and transitions and how these may impact future plans. We publish content frequently. Our widely read blog (blog.shl.com)features articles about Public Sector focused technology, software publisher licensing programs, and more. Links to some recent blogs are included below: hqp JZ l sg l7p cczir/sr lulirans 3_[ Muc'sk;i n,rI tec,hnol is sou,iec ;-he?_r i -tc r+eligr(, 53 lit 51J'I gg, hi,cur S2ftw4LgLV gt_education custorneis must know about::_rdobcs:G ice nsing chrr_esf i�ttgas[jVGog;chi cr lrajsoftw,rrt,/ir irrc snft_t xt; rrds_<xFfkc _ G i.t r .lal�s drrcakian br......... :/ I t 2 /Ji9T.,,shiccfinlhidwa-e/rlr_wsror_ak7i.vPArdfsm Lit kghtectiepch�rsf We have worked in conjunction with the Center for Digital Government and the Center for Digital Education to publish relevant articles such as a Guide to Choosing Digital Content and Curriculum, as well as sponsoring other quality content like the Top 10 Higher Ed IT issues of 2017. R ttla f/www cr urtc ndg;t,ale¢I.contJpapr jqC fide ko Choaserrg I)glt l f ontetgt d —Curriculum A'1A58.litrnIJ http�(www.centerdigitaled.com hi her-ecr�oO-Hi hg er-Ed�IT-Issues-of-2017mmhtml SHI can and will add relevant content to the website on a regular basis.This may include product announcements, product end-of-life information, support information, or promotions, webinar or special event invitations, and other industry news that will be of interest to the IPA/City of Mesa. SHI will notify IPA of any information before it gets posted. Please see screen capture below for a sample of our News and Announcements page. yw wuo;l t ,M1ac[[As fi fl:IINVVeId ' 1 News and Announcements Contract Information l , A", ,✓ r e. rxamve,,., wumeuawwnwvwrwxs FIgxVW aery,I FlI'J1gLLM'!`I'nC9V' MisSawi Sra[e and LOG)GavernmenC Can(2Rs InadmVYmp News Welcome to our new Checkout system) I::OIYIflVS SHI Partaefs with 5clQuest Edge to Offer an Enharted Procurement Piogram ,.rt u,.I .✓ l.. Preview of new My flmne page n¢ o r , �wl7 rl ron In addition, SHI currently provides seminars and workshops to our public sector customers across the country. We will be pleased to do the same for National IPA and their members. In all cases, we will work with you to determine the right topics,venue, timing,and participants. Some examples include: Manufacturer Table Show—held annually, SHI will bring in manufacturers that currently do business with the State as well as emerging partners for a day of education and demonstration. 54 Technology Roundtables—this event brings together Public Sector IT Professionals and leading manufacturers to discuss current and future technology and how it can be used to solve problems or innovate solutions for the future. Webinars—SHI frequently holds webinars for our customers. Topics range from Software Volume licensing(Microsoft EA, VMWare ELA), specific product features, and more broad solution areas. Workshops—typically done in a half day, a workshop is meant to educate customers on all the aspects of a particular solution. One recent example is SHI's Video Surveillance Workshop, held In 13 cities across the country, in which we discussed challenges,technology, policy, and future considerations. Summits-SHI holds technology summits at our corporate headquarters in Somerset, NJ.Current summits include mobility and software asset management (held bi-annually). National is welcome to attend these at no additional charge. Custom Events- SHI will help IPA and City of Mesa coordinate any event that they believe will be beneficial to the participating entities. SHI Response: We understand that a standard reaching end of life requires careful planning to avoid disruption. Our customers receive end of life information earlyvia regular and transparent communication. Once a standard is identified as reaching end of life,we will meet with the customer to discuss options. These may include extending warranty through a third party and continuing to use the product, conducting a buy out and using those funds towards procuring new product,or transition ing/migrating to a new solution. We will engage the customer in a strategic planning session to offer all options and help determine the best course of action. At times, having a product reach end of life presents a unique opportunity to save money. Your Account Team will monitor the lifecycles of your standard hardware. When a product Is coming to End of Life, SHI can often purchase the products at substantially lower pricing. Your Account Team will bring these opportunities to the attention of the National IPA customer in order to determine the timing of the specials versus the timing in which the customer is looking to purchase the products. SHI can hold inventory for these products in our warehouse, at no additional charge to the customer, for thirty days. After the initial thirty days, SHI may charge a small inventory fee. We may also require the customer to sign a purchase guarantee. All of these factors would be discussed up front with the customer to help them make the determination whether an end of life buy-in is an appropriate cost saving measure. 55 ! | | � i / Dero�8� �/o�hm�u/ uy��u/t9vo`^nn� n'o �on�/�d /�e �amov/ovn� nao,noo, �c,vk, 'rouo`'� � �nv� ��o�bo //m ,Kox�/ o/�mho�u/ �u/4mnvvo0n�/e /h� /:�nuonuf/erhn/�o/ �uppor� uo� ��o ppov1 1 jonyu/ w/// �/,� 0� on SM| 0es@unse: � Technical support is not handled in the same manner as customer service.Typically,technical support is handled directly bythc0EM/Pub|isher. |nthese cases, SH| can assist in getting the customer connected tn the right person at the OEM/Pub|isher. JH| does offer technical suppoA/he|pdesk services for on additional fee. Customers don't always have, on staff,the expertise needed for the spike in the number of calls to their Help Desk when deploying new technologies or upgrading versions of existing technologies. For many, having the option tofunne| that increase incalls toa turn-key solution provided bya third party ismuch more attractive than increasing internal head'count. In addition, outsourcing this service can increase overall productivity. Having a resource that cannot only answer problems but can also provide end users with user-based tips and tricks can decrease employee downtime. SHI Technical Support provides your customers Tier 1 Help Desk support for inquiries related to technology deployment, everyday usage and upgrades covering multiple manufacturers, In addition to everyday applications such as Office o/Acrobat,this support can be expanded to cover acustomer's custom applications. if needed, SHI Technical Support has the ability to provide higher technical and engineer level support for those same technologies. SH| offeo: ° Phone support with a live technician orengineer • Options for 8x3or24x7 support coverage w Knowledge support for all software publishers as defined in the supported products list ^ Optional components that include training modules, knowledge-based websites, engineering time and health checks. I / 1 1, � /v/� .vou��/ h� opu//'x1/ xor'xn�' /r �, �/�u4 `r/"/�r` e�d�/'�m/ov:,/ ��,,y:, uov//�& omim/y ,�yo�, ruJ SR| Respunye: Customer Innovation Center The SHI Customer Innovation Center is an 8,000 square-foot secure data center that lets your team evaluate and compare how hardware, software and cloud technologies from various OEMs and providers will perform in your environment. Compare state-of-the-art equipment from SHI's partners- or ship us your own -to design architecture and test proof of-concepts while collaborating with your own staff or|T industry experts. SHI has worked with some of our top partners to help make our vision of an independent, multi-vendor environment with technologies from leading manufacturers oreality. Manufacturers' products that are 50 � part of the SHI CIC today include: HP, Dell, EMC, Cisco, NetApp, Veritas, APC,Tripp Lite, Eaton, Pure, Tintri, Nutanix, Lenovo, VMware, Microsoft, Brocade, gLogic, Emulex. Customers can participate in: • Demonstrations—evaluate product features and functions in a real working environment • Bake-offs—compare products under workloads • Proofs-of-concept—Test next generation equipment without disrupting your datacenter • Hands-on training—get a deep dive walkthrough from our solution architects. The CIC is staffed with trained team members who are knowledgeable on the products and the solutions. As technology advances and changes, the SHI CIC will follow ensuring that we have the products and demonstrations that our customers want to see. When IPA/City of Mesa is ready to evaluate solutions and products,whether it is Virtualization, Cloud Integration, or the latest EUC products, your dedicated account team will work with you to schedule time and develop a plan with the CIC so you can see the best options in the industry, and choose the right solutions based on observation, not speculation. In addition, we coordinate Executive Briefing opportunities for customers as desired. In these cases, we partner with the manufacturers of interest and hold the briefing at their location. For instance, we have hosted customers at the Lenovo's Briefing Center in Raleigh, North Carolina, Microsoft's Briefing Center in Seattle, Washington, and Dell's Briefing Center In Austin,Texas. Cloud Solutions Organizations are moving the cloud faster than ever. Identifying workloads, improving cloud service levels and optimizing cloud performance are all challenges, and SHI has created a variety of services to assist with this transition. PROOF OF CONCEPTS CLOUD READINESS Test,Demo and Evaluate Cloud ASSESSMENTS Platforms or Apps in Alignment with Identify&Allocate Cloud Workloads, your Business Objectives Aligned to your Business Objectives • Microsoft Azure Proof of Concepts • Cloud Readiness Assessments • AWS Proof of Concepts • Vendor Specific Planning Assessments • Office 365 Proof of Concepts • Google Demo and Testing Environment 57 ri� CLOUD OPTIMIZATION INFRASTRUCTURE SERVICES MANAGEMENT SERVICES Insight Into Cost and Usage Trends Architectural and Real-Time for Optimal Cost Savings Operational Support • Cost Management Services • Cloud Migration Services for AWS • AWS Infrastructure Management • Cost Analysis for AWS • Identity&Security Management ----- -- mm- --- — • AWS Managed Services WORKSHOPS Accelerate End User Adoption and HEALTH CHECKS IT Staff Efficiency Ensure Your Cloud Platform • Azure and Office 365 Discovery Delivers Value Workshops • Performance Rightsizing Analysis • Customer Immersion Experience • Technical Business Reviews for End Users ,...... ...._....... ... ......... .............. . _.-------,-_ HELPDESK&TRAINING CLOUD LICENSING SUPPORT Training S Support for End Users Understand BYOL to Maintain and IT Staff Compliance and Reduce Risk • Azure-Technical Readiness Training • AWS Asset Tracking&Auditing • Azure-Instructor Led Training • 3rd Party License Guidance • AWS-Ter t and 2 Technical Support and Guidance Software Maintenance Administration/Renewal Management Services SHI has built a tool in response to our customers' needs around expiring warranties, support agreements, and product maintenance programs. The Renewal Organizer, available as a value add to SHI customers only, and at no additional cost, compiles your technology renewals in a centralized, rolling 36- month timeline for simplified budgeting and renewal management.The tool is delivered via an interactive on-line portal, with 24/7/365 availability. Each renewal box will contain information relelvant to that renewal such as: • Contract start date • Contract end date • Contract Number • Customer PO. Through this tool we are able to offer National IPA/City of Mesa proactive management of maintenance, warranty, and support plans will safe both time and money. All products purchased through SHI with an expiration date of any kind will automatically be loaded into the Commonwealth's renewal organizer. Quotes will automatically be sent to the Commonwealth 90 days before the expiration of the service. IPA's and City of Mesa's account team will them actively work with the end user to go over options. Regular follow up will continue until the PO is placed or the end user indicates that they are no longer interested in renewing the maintenance or support agreement. Following is an example of what a customer can expect to see using the PRO Timeline: 58 .. v 0 �• I—.' IYk 1 1 1 .., "WNP "I", yvI4L 11(I' ohm- -Wal y ,m0om- 101„ u0.'m wam 4, .offill. WWIr +nNr- .W!m. -p;;pi.. .e5nio. .NNA,. ."All (011 4m, d_. In order to be able to provide this level of detail for our customers, SHI collects the maintenance expiration date in our order entry system each time a customer purchases product maintenance. Through our Renewal Organizer, SHI provides visibility and clarity around renewals to each agency,thus complementing the workflow of their own software and hardware renewal lifecycle efforts. These efficiencies support our customers'existing operating processes, and in some instances SHI's Renewal Organizer service even replaces or fills a void in our customers' existing workflows,freeing up our customers'time for other activities. If City of Mesa takes advantage of our PRO timeline it 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 selecting a less-than-ideal buying program or pattern (e.g., contractual vs. transactional buying programs, individual purchases vs. leveraging 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 manufacturers to co-term maintenance or warranty contracts,when permitted by the manufacturers' programs i; 10r;rribe oltio rr forfeoo my n+s 'Pr.�rvanr! and The varunc pay ,ont methods artepted. SHI Response: SHI offers flexible leasing plans for hardware and finance plans for software to ease upfront costs and increase IT flexibility. More and more customers are moving away from owning IT and moving into the business of IT. SHI financing can help them seamlessly make this shift. SHI has an internal leasing and financing group which allows us to be extremely flexible in terms of payment options and paperwork. 59 We can accommodate almost any payment method/schedule and will work with the customer to construct a plan that best suits their needs. 60 TAB 3 - PRICING FORMS. fhe cost portion of the fte3poae sf-,ould ir(lode the follooviny criteria: 1. Provide price Prot usnI at on then Pooi)q DOC,rrNcOt(AttachruenrA atrw -_cl hereim i" raddition to i'ldicotm:, yauf p(opo>ed discounts on the Price r'lo'c' you roust also apply discdul)ps to tn- �Owo,te items listed el the Gty'5 illhlrk t bush*t listed in AttochweW A. 2. Propose and Provide dataliti o,f oOditionnl discOut r, m eats for vohime order _pedal r..anufuitJ'ei"5'Ojj2r5,fYea _ {)(. ni0(JY.7ITl, tT+[al nrl(Ii7i sU°"i]L�, BtC. SHI Response: SHI has included the necessary pricing forms as a separate document to our response. All discounts articulated here represent the minimum discounts off SHI Advertised List Price; actual discounts may be significantly higher. The comprehensive SHI offering for National IPA consists of all hardware, software, and services available to our customers in the public sector marketplace. The discount structure offered to National IPA is based on our Advertised Price List which can be located on www.shi.corn. In many cases, SHI Advertised List Price already reflects a substantial discount off of Manufacturer Published List prices. Given the breadth of manufacturers and products that SHI offers,there will be many opportunities for SHI to secure additional discounts for eligible contract users. We work to provide your contract users with the most advantageous pricing available, above and beyond the minimum discounts offered, whenever possible. SHI prides ourselves on being honest and transparent with our customers especially when it comes to pricing. We base our discount structure on SHI Advertised Price as this is a verifiable source. We do not inflate this Advertised Price for RFPs in order to make our discounts appear larger. Other vendors may use MSRP or Publisher List price, which can be unreliable as a pricelist may not exist for every product, a pricelist can change from day to day, and a pricelist can be inconsistent depending on where you source the information from. When a vendor manipulates contract language in this manner or uses a loose definition of cost, it results in an increase in profit for them and higher prices for customers. If awarded, SHI is willing to provide complete transparency over the life of the contract as it relates to our costs and what we charge National IPA customers. In addition, SHI welcomes the opportunity to discuss our price offering for National IPA in more detail, and we are willing to offer alternate pricing models at your request. 61 A 4 - QUALIFICATIONS. (ABILITIES, EXPERIENCE AND EXPERTISE). SHI Response: SHI has provided an answer to this question in the Attachment D portion of this response. SHI Response: SHI has provided an answer to this question in the Attachment D portion of this response as it relates to our capabilities to support a National Contract.The City of Mesa has a dedicated account team that includes the following team members: Account Executive-Amelia Jakubczyk: Amelia develops relationships with representatives throughout City of Mesa In support of all the City's IT needs.Amelia will conduct face-to-face meetings to understand the City's needs; will establish a customized service and support plan; and will construct a pricing strategy critical to the City's development. Amelia will respond to inquiries for resolution within 4 business hours; she has worked In this area for over 5 years. Regional Director, Public Sector West—Alison Turner: Alison coordinates the efforts of the Account Team in direct support of the City of Mesa and is the point of contact for any issues that arise and need escalation.With over 20 years in the industry, and with experience working in Education and Government during that time, Alison has the expertise and customer focus necessary to implement an exceptional Information and Technology Solutions and Services contract for the city. Alison will respond to inquiries within 8 business hours. Inside Account Managers (IAMs) — Rob DiGiovanni, EJ Williams,and Jason Miller: SHI's Inside Account Managers 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 expediting of orders are an integral part of their daily activities.They execute the plan established by the Account Executive for a customer. There are three Inside Account Managers mentioned above who support City of Mesa;they all have experience working exclusively with Public Sector accounts, and specific experience with Marlcopa County. These three Inside Account Managers report to Corrin Bennett, Inside Sales Manager. Corrin has been with SHI for eight years, and has been both an Inside Account Manager and a Sales Operations Manager, Customer service is very important to Corrin, and she is always happy to assist the team as needed. 62 3 Provide the number and location of Stipp art cc tars (if apa!'rnhleJ. SHI Response: SHI has provided an answer to this question in the Attachment D portion of this response. -S , r� Id• Public see nr sulr A014, ?0 P; w f 2016 and the pe ,cntuge mix of hcr?dwar- "oftwore, trod'''vM' s SHI Response: SHI has provided an answer to this question in the Attachment D portion of this response. `, your LIP,I ai; i Dim'? X et report, SHI Response: SHI has provided an answer to this question In the Attachment D portion of this response. nrawrd, r sajwnr rrrrr? o, yor ie rr m „ , cAminr to thatamiinad in tW3 gplicri'aiR�n. SHI Response: Founded in 1989, SHI International Corp. is a global provider of technology products and services. Over the past 28 years, SHI has evolved from a $1 million "software-only' regional reseller into a global, full lifecycle provider of technology, services, and solutions.SHI is ranked 9" among CRN's Solution Provider 500 list of North American IT solution providers. With over 3,500 employees worldwide,SHI is the largest Minority and Woman Owned Business Enterprise (MWBE) in the United States. SHI International Corp. is headquartered in Somerset, New Jersey and has 30+offices worldwide. As a privately held company, we have remained under the same ownership since 1989,and most Vice Presidents and Managers have been dedicated to SHI for more than 15 years. SHI has been focusing on the specific needs of our Public Sector customers for over 20 years. Our first state-wide contract was awarded in 1994;since then we have continued to build and focus on the specific needs of public sector customers. Today our Public Sector business unit consists of over 300 team members who are dedicated specifically to public entities across the country, allowing SHI to build connections and partnerships with each entity and to dive deeply into the infrastructure, procurement, and regulation obstacles that they face. For 2016 SHI reported earnings of$7.58, which demonstrates 15%growth over 2015. We are projecting earnings of$8.213 for 2017 continuing to show substantial YoY growth. SHI has a financially strong and stable business model that has proven itself over time. Providing a compelling value to our entire customer base, SHI is able to offer the most advantageous pricing models of our top 4 competitors, while simultaneously maintaining our profitability with the lowest overhead cost structure in the industry. SHI has had the pleasure of serving the City's software and product needs since 2011. Our relationship with the City began with the award of the previous WSCA SVAR Contract and has continued since using other cooperative contracts. SHI's value to the City comes from our extensive expertise in understanding complex licensing, determining the best products for the Clty's needs, customer service and overall ease of use. To date the City has spent $6.6m with SHI, mostly in software and some miscellaneous products. 63 g We value the relationship with the City of Mesa and look forward to serving the City's needs for years to come. 7. Provide a rniriirmmrt! of three references for which your firm has provided the same solution Iplease include cornp(my name, address; contact peirsnn, phone number, email address rind elates of service). References from other public agencies, particulorly municipoi govermnews, are prefer(ed. SHI Response: SHI has provided references on Attachment C, which can be found later in this response. ii rl,vi l rr i h/yfr um III i we r 1 ,,i i., ) lli„ it` ) ri; ,I IlCi1I )f Ml ,.),' „r, �hcj, Iilwdli Ali i.) i , thl, i h1G15 'le ICY °_ I'{; i Itl, i 01 11 10,.. ,r'," 1 ri7r r i ,'it r, it r,ii ^,1 i4v • ... SHI Response: Immediately fallowing are the resumes for the SHI team that is dedicated support for the City of Mesa. If necessary, SHI can provide specific account team information for IPA customers. SHI is providing the following three references for Amelia. Should additional information be needed or references for other team members be required, SHI will be happy to assist where possible. Arizona Department of Administration—State of AZ Deputy State Procurement Administrator Terri Johnson 602-542-9122 Terriaohnson azdoa:yo_v Amelia worked closely with Terri Johnson as the former Contract Administrator for the WSCA SVAR Contract.Amelia had regular cadence calls/onsite visits with Terri to conduct quarterly reviews, provide industry knowledge and assist with any customer related inquiries/challenges. From Terri, "Amelia—was the original point of contact regarding the SVAR contract for AZ starting in 2011. Through her initiative and the focus of SHI corporate, Amelia was able to assist the state through a seamless transition from one contract set to another. Amelia personally took the time to establish points of contact and customer relationships within the State agencies. SHI corporate was instrumental in hiring additional staff as needed to ensure full coverage for the state and its cooperative members." Arizona Department of Transportation Steve West, CIO C: 602-690-4209 swcstcaa_ c{ot,T,ov Amelia has worked with Steve West throughout his tenure within Arizona Government, most recently with the Arizona Department of Transportation. Projects include a large HP hardware refresh, 64 discovering and managing large license agreements and acting as a trusted advisor in the reseller community. State of Nevada, Nevada State Purchasing Marti Marsh, Purchasing Officer 775-684-0180 m m a I's F1C�4d tot i qv.,i�v_,gta_v. Amelia has worked closely with Marti Marsh of the Nevada State Purchasing Office since 2011. During this time Amelia served as the main point of contact on multiple statewide contracts Marti is responsible for: Former WSCA SVAR, NASPO SVAR, NASPO HP, Lenovo, EMC, NetApp,Cisco, etc. Immediately following are resumes for the City of Mesa Team. Should additional information be needed, SHI will work to provide where appropriate. 65 i Denise Verdicchio SOP ---------- ---------. DESCRIPTION OF WORK& _,.... ,,.,..._ PROFESSIONAL EXPERIENCE Senior Director, Public Sector Somerset,IU Lead$1.311 business unit,including team of 6 Regional Directors and 100 Account Executives in all aspects of sales, service,business development,account management,solutions implementation,and issue resolution across North America. • Collaborate with leadership toam to craft and doltvor custom IT solution.and soMcos for all aspects of City of Mesa, • provide personalized managomom and information sharing,rosulting In cioative and innovative onvironmont for SHI toom and City of Mesa. • Develop and implement short and ling-tom+sales and business plans,as needed. • Excel to develop,netivale.and loam build,ensuring SHI and City of Mosa teams work exceptionally. ....,....... CREDENTIALS & BACKGROUND SHI Director,East Region SLED 2013-2015 • Load team of 17 Account C,vle:utfvos In all aspocts of sales,service,business devolopmont,account nlanagomont. solutions Impbomontatioo,aml iSxw rosoution for 8-state territory. • taanaged daily operations in SHI's largest region,roprosenUng over$ZOOM In annual rovonuo. • Collaborated with customers to procure and Implement software and hardware,system configuration,data, center optimization,cloud computing.IT ascot nsanagonent and other computer solutions. • Traveled extensively to client sites to provide in person client support and drive new business opportimitios, foaming with IT vendors and strategic partners. Account Executive 2010 to 2017 IU State and Local Government • Dovolopod now business,serviced customer nods,and mvorsaw daily account mmnagonwnt for pxdWic sector clients In IU State and Local Government. • Collaborated daily with custoners to pmrvido information.rozolvo issuos,communicate SHI offerings,and socuro quotes through antomized procuromont systems. • Ilegotiatod coals,supported custoner contracts,and delivered cabs presentations to deliver comprohanive IT solutions. Account Executive 1998 to 2010 Ibmrth Carding Cmxnorcial Accounts • Orchestrated customized,total IT solutions for Duke Emigy,SAS Institute,Wake Forom University,and othot commercial accounts in region. -____ ........._ ............ EDUCATION Et .... .... CERTIFICATIONS Bachelor of Arts Degree Rutgers College Iloubb Major: Psychology and Sociology Hours Graduate Certified Microsoft Sales professional VMWare Sales 5pecfallst McAFee Certified Sales Professional Alison Turner ..... ......... DESCRIPTION OF WORK& ----------..-------- - PROFESSIONAL EXPERIENCE Director, West Region Kirkland, NIA IPA/City of Mesa Primary Contact Manage team of field-based Account Executives for City of Mesa • Collaborate with team to craft and deliver custom IT sotulions and services for all aspects of City of Mosa. • Help to pumuro software and hardware. • Manage IT asset and cloud computing as needed. • Coordinate resources within SHI and City of Mesa to grow and maintain mutuatty tenoficiat customer relationships. ------..................._._... CREDENTIALS Et .....�..._..........._..,.__. _._,.._,. BACKGROUND Microsoft Seattle, WA Senior Licensing Sales Specialist 20011 -2013 • Initialed complex software licensing solutions for key Academic customers in the Wester U.S. • Increased account penetration and exceeded sales commitments in excess of$90 million annually. • Engaged mth senior nanagement,business unit management,product groups, finance and operations to design strategic approaches to accounts. • Maintained relationships with partners and customers to onsure successful implementation of strategies. Dell Seattle,WA 2007 to 2011 Senior Regional Sates Manager • Managed team of sales professionals responsible for software and related solution sales into Major Public Accounts,including state,local,and education customers. • Recruited.coached,evaLuatod, and managed staff of up to 15 field account executive. • Coordinated softwaro proposals. • Aligned offorts with other Doll dopartnnents to secure trust and engagement with state government and education fT initiatives. ASAP Software Seattle,WA 2001 to 2007 Director,State B Local Govomment and Education • Helped state and local govemnent and education customers develop RFPs and acted as Project Manager for major software proposals.Generated over$100 million annual revenue for State B Local and Education soctm„ ......... ....-------. ,,,,, EDUCATION Et ---- CERTIFICATIONS Master's in Buslness Administration Washington University 1993 Marketing Concontration/Rankod lop 10% Bachelor of Arts/Marketing Major Kansas State University 1991 Microsoft Certified Personnel 2011 SHI Chairman Club 2015 Microsoft Circle of Excellence 2013 Dell Rewards it Recognition Program Silver Award Recipient 2011 67 Amelia G. Jakubczyk ' ................. DESCRIPTION OF WORK Et ___..._..._. .. . ...-------..------ PROFESSIONAL EXPERIENCE Public Sector Account Executive Denver,CO IPA/City of Mesa Primary Contact Develop parm rshlp with City of Mosa to service roods and oversee daily account management for the City.Engage daily with customers to provide information.rosolw Issues,consmuruicato SHI offerings,and enable access to socure quotas through custonaizod procurement systems. • Maintain the RASPO 5VAR Contract in Ilevada for State It Local Government. • Successfully manage multiple IIASPO and local contracts both in Arizona and Nevada • Work with Internal team to create proposals and quotas. • Build and maintain customer relationships at all cups within an organization. • Act as an advisor for cm1oners to determino the best value for their needs. CREDENTIALS& ............................................................._.A_, BACKGROUND SHl lntornatlonal Corp. SQ,Ai s Exacutiva,West Region 2009- 2010 • Conducted road slows and service preso ntatluns to all levels of management. • Participated in a multitude of Vendor W96inars and Sominam • Acted as liaison hot.technical resources and businoss users. • Supported Small Madium Buslnossos as wall as Enterprise Sales Account teams by creating and substantially Increasing IT services business for existing and new,accounts. • Developed and managed many successful valor and distributor channel relationships. • Managed multiple projects from start to finish,including weekly status calls with partners and customers. TEKsystmms,Inc. Westminster,CO 2004 to 2009 Senior Technical Recruiter • Managed contract employees while on assignnent,Assessed and Investigated contractor related problem,and administer perfornare counseling,coaching,and disciplinary measures when nocossary. • Built and maintained longterm relationships with consultants in order to place in future engagements. • Sponsorod and attended Donver/Bouldor Java User Groups to notmrork and loam about new industry fronds. • 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 weak 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. ...................................------------------------- EDUCATION 6t ACTIVITIES Community College of Denver Denver, CO 1998 Affiliations-Sponsor and mamba of Donor Java User Group,Boulder Java Use,Group Profeuional Devalopmmnt-Shapiro Negotiations Institute- The Power of Mice,Train the Trainer-,Emily Griffith Real Estate Broker Program(Associate Broker,Inactive),Barry Rhaln B Associates Selling through Curiosity VMwaro VSP(VMwara Sales Profossioatl Cartlflod 2009/201.1 McAfee Sales Professional Certified 2010 68 its Yara Ismail _fij) ..----- _ DESCRIPTION OF WORK & -.-- _.. PROFESSIONAL EXPERIENCE Director of Enterprise Inside Sales/Public Sector Somerset, NJ Collaborate with Senior Management on strategy and focus to increau participation in department initiatives. Promoto worfd•elass support to City of Mesa and inormat support teams; enhanco SHI tools and applicationm through collaboration with Internal development teams. • Align with Outsido Salas two to initiate new rolatlonships within IT industry. • Drivo growth of profitability for SHI and City of Mosa, Idonrifying oppwtunitios for dovalopnwnt of internal tools and applications. _ .�__�... ..�......____._...._.._. CREDENTIALS It ...___._.______ BACKGROUND SHI Public Sector Senior Inside Sales Manager 2009 - 2017 • Managod SHI Public Soctor Imido Salos Division,totting now Initiativos for toam whilo maintaining world-class support for customors. • Maintainod support and covwago for custonwrs whilo managing torritories. • Actod m Point of cnralation for coslomwa And public:wctoo dhoctms to hoop rosotvo Isuuras aced supptu'tl foam. • Collahoratod with intwnal toams to cruato now toots with addod functionality(or custon ors. Inside Sales Manager 2005 to 2009 GSA Administrator • Trained and managod 6 Public Soctor Imido Salo%Toams,croating hoalthy wank onvironmont and incontivo programs. • Croated prrrryrowls and n odificatiom to SHI's GSA schoduto. • Passed annual GSA Audits for contimad contract rerowal. Inside Account Manager 2004 to 2005 Fodwal Toam • Solicit bu irass and croato quoto proposals for Information Todmology Products and sorvkos;procoss custom ordors and proAdo consistont updatos for status and tracking. Ekornes, Inc. 2001 to 2004 Customer Sor 4co Roprosontativo/Load Trairar • Provldod clionts with oacoptional sorvico and support whilo managing group of accounts;promoted to Load Trainor for Customor SoMco Roprosontativos in 2003. --_--._ EDUCATION Ei ....__ .... .... ....._....� CERTIFICATIONS Bachelor of Arts Degree Rutgers College 2002 Political Science 69 Corrin Bennett ------------------------------ ---- ------------- DESCRIPTION OF WORK EY PROFESSIONAL EXPERIENCE Inside Sales Manager Somerset,IIJ • Nowido wpfy cot and guidanco to City of Mora wlwa tomm. • Arrange and schodulo necessary training for IAMB. • Monitor and review employee porfonnanco. .._......__._.n________________________________ CREDENTIALS Ei .._.................._._...._________. BACKGROUND SHI SLED Sales Operation Manager 2014 -2017 • Assisted managornxant vAth acadonic and local gowmm�ont initiatives. • Collaborated with sales team to manage efficient processes. • Supported implomentation of new policies and procoduros. Inside Account Manager 20W)to 2014 • Roprosontod SHI as contral point of contact for customors. • Provided odstanding custonwr sor Ace and support. • Acted as liaison botweon Account Exocutives,customers,and SHI internal dopartmona. Inside Account Manager 20(m to 2005 Federal Team • Solicit(rosiness and create quoto proposals for Infomution Tochnology products and services:procoss custom orders and Wmido consistont updates for status and tracking. ....... ,.__ ....,.. EDUCATION & _........_......_.......... ......w._. CERTIFICATIONS Bachelor of Arts Degree Rutgers College 2008 Communications 70 Ernest Williams Robert DiGiovanni ..-.~ Jason Mitchell DESCRIPTION OF WORK bt ._ .... .. ......... ._..._..._....--....---------.. PROFESSIONAL EXPERIENCE Inside Account Managers Somerset, IIJ Waking with our tonurod nwnagoniont suporvisors,our toam builds smcossful rolationships vAth tho City of Moss tram and intomal.support roams;we v ork collaborativoly to provido immediate customs support for any pending issues or concoms.Mango Microsoft licensing agroomonts and Adobo licensing agroonwnls,as well as contracts including VJSCA, PACE,and EBI. • Manage and nsaintain ova 100 public sectur Wo,a Coast accomds Successfully,including SLED accounts in AZ,CO„ OR,and IIV,and other states. • Holp rwgo[iate prices,terms Df solos,and wrvice agrwmonts for City of Moss. ..........�.......__ _�_ ...., __ ...._ COMBINED CREDENTIALS Et BACKGROUND Central Moving Systems Relocation Services 2013 -2015 • Provldo excoptional quality and standards for corporate and rosidontlal moving processes. • Conducting svarohouso packing and unpacking. RWJ Health B Wellness Fitness Centers 2012 to 2013 We,intem,Sumnor • Supportod customer scheduling and other somcos,providing ono-on attontion. • Caxfuc'.tod cold calls to incroaso gym memberships and rovenw. Professional Proficiencles • Microsoft Office-'Nord,Excol,PovmrPOint • Salxonta • AX Academic Experience • Excaled io courws si i,ilivrig in Leadership and Marsagenxmt skills • Focused studies in Marketing and Finance,exploring esouornic trends,sales managwwnt,accounting,computes skills dcvelopoxim.and pro(cssfenal coomwnication. • Businoss Economics Minor _ -------- - COMBINED EDUCATION& .... -.- ....... ............. CERTIFICATIONS Bachelor of Arts Degree West Virginia University 2013 Communication Studies Bachelor of Science Degree Rutgers University 2014 Exercise Science and Sports Studies Bachelor of Arts Degrees Rutgers University 2017 Economics Political Science SHIResponse: 71 We are proud to report we do not have any failed projects. With each project we strive to do our best, and although we realize perfection is rare, we work closely with our customers to review and discuss how we can improve our processes, products, and services to help ensure our continued evolution and success. 10. Provide information regarding if your firm, either presently or in the pant, has been involved in any litigation, bankruptcy, or reorganization. SHI Response: SHI has not been involved in litigation, bankruptcy, or reorganization. 72 TAB 5 - TECHNOLOGY. -- ....... .m.... SHI Response: SHI's ecommerce site was developed in house. As such, it is one of the most flexible tools in the industry. In addition, we offer approval routing that allows for one user to create and send a quote to another user for approval. Also, quotes that are requested via email, fax, or phone can be published by the Inside Account Managers to the ecommerce site for visibility and future reference. While the master catalog will be available to all participating entities, each individual customer under this contract will also have the opportunity to request their own customized product catalog based upon any customer-specific needs. Custom catalogs are built based on input from the customer's IT standards groups, via the definition of base systems and permitted options, and licensing programs. SHI.COM Public Sector catalog(hit_1}f/wuyw,f ulshrsecto shidirect;._c�imf) is a public walk-up site and requires no password. It has been available to the public for over 16 years. SHI hosts a public page for each individual state and vertical. In addition to the public site link, SHI will provide City of Mesa a custom e-commerce site.This personalized, password-protected site is accessible only to authorized users, determined by City of Mesa.The City's web portal will display only the products and other website requirements that are part of this contract. SHI's web-based procurement platform provides the latest in functionality and the best in user-friendly interface. SHI.COM also offers functionality designed specifically for business-to-business. Whether used as a stand-alone procurement system or integrated with your own current procurement systems, 73 SHI.COM provides the functionality and customized user experience needed to manage IT procurement workflow. If awarded, SHI's web administration team will work with the key stakeholders at City of Mesa to integrate with any e-Procurement catalogs whether state-hosted or punchout(roundtrip). This process typically takes about 1 week. Q uclsenrc, - i Above is a sample screenshot that shows what the City's custom e-commerce site might look like. Upon receipt of contract, your site will be configured to fit all of the contract requirements. If the City wishes to view this site please go to htts (www p il�Iicsector.shidlirect.corn,[, select "Sign in" on the top right hand side of the public site. A drop down box will appear. Click "Register"to be directed to the new user registration page seen below. New User Registration r^ ° Do you have a Customer Token/Access Key? Fav$ot User rvi,miyr III Q, Parch[1Pw, ""ri (,g 16dvP 1,11 10 r ri rf ',fy You will select"Yes" when asked if you have a token and access key. Your token is 90949 and your access key is MUSX62J3PL. Once you enter these you will be asked to create a user name and password. Once complete you will be directed to the site. Today the site is in development and as such only shows sample products and pricing. Upon award, we will work with you to create a custom catalog, add appropriate contract numbers, and the additional content desired by the City. 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 74 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. Your Catalog With thousands of manufacturers represented,your product catalog is fully customized to reflect contracted products and pricing available through SHI, as well as special pricing programs for which you are eligible, such as licensing programs or other volume programs.The catalog can be as broad or as narrow as you need to fit your needs. Wekome to the SHE afor"Your Company" IK WEBI flip tt i Ifi Irn°r/ J AN' r §k'rvrtM1w Popov nr.w"�r ¢�urp�n i5 N"NOwxwuw,wt h'+ YMmy0.#411IM 41" u. , mou?+pomfn-imMtt&imx�miuvyi i,+upzaya ulww�iwweW+� vYH aanmu tlPP+M,�. . "CHIP aV h1 1 1 fA 1 (. �:A .f f PIVVV}dP9�IMk��U F p �,aoa pYwrl 0 5 vV Yn411MW"aYSN'YNEI d.l OMOrMM tlMAmenpl I C IUOpNnpPo 8d.• .011 9W fKI �0N ,... P4wga i After log on, the customer can search by using a variety of criteria: • Keyword search • Browse manufacturers • Browse by product category and type 75 i v w'�rlPu o "U 4 IMP �mxmn..x....rvmm......mmvrcQiMk4tiM�.Y4mmw 'tlAo�nmmwlniYm nmmmrnmmimmmm mv..w �.MMlp ii�� 'IVTl vrcmutli M1I�n By K�d Search Results CMEn ` : _ ' rt�<1Nrf ,ha Wean A.. w r� r i+..m Commonwealth Standards K 1,. Wanlccrurae to the SMI Catalog 9m"Row f aINA�ry . * „ , , ' \ 0 CZEEM �p'k vd yr Yv venal ae Pq-sx 4t nv,,,, eP wp kpWuMwRA u r„r J ,,..x..w,, ....»........, ,IvITU IM ..�.D'A",W nqo baw grtp w;oroiPi rimuei rYunlinrarioa od.!ax uunnrm oa.S.rty Sao-usyl�rae sn' tidy?ltif 1.aOi�l . �----------- Corporate Standards /� : . < / � y. , . . 77 f , View Product Details Lenovo ThinkPad X250 20CM - 12.5" - Core i5 53000 - Windows 7 Pro 64-bit/Windows 9.1 Pro 64 it downgrade... Moamualafm prod and � prOEnetds4FV[81�A.LG(k5 1, UWIiU 4YWun lypmn4l[y Ps 4'Fev1a a f ! 1 1 I f 11 Ji "I� j I f Y' + (ustsrimilillis Who gRou,gllut Thrse� it'em(s)Also Sought r«.v. o A Y'roJoxee iuA 78 Add Products to the Shopping Cart From here, a user who has not yet logged in can manage the items In the shopping cart, continue to shop, or finalize the purchase (if the user clicks "checkout", SHI.COM requires the user to log into the system). If the user has logged into SHI.COM, he is presented with the additional options to save the items as a quote or to send the shopping cart to your 5H1 Sales Team to obtain an "official"SHI quote. 1 �u, SON Mae, Your recent changes are highlighted.--------------- , 'aa6rtrotun� 4e 9a4.tgr MIWnI m OY�naxpgil lIlxNVHMM1%QVC YGI%..kan" 1214 W rftl OU Mob ( ,• L� 4•nlofa ,m lVe rvl ilWdAV I. og my1'.rm Ri 11g19'+4 mM1"W vw _r I 1 "^^wwwmammemmsmn. w.n ......... _ .wrm w.aa�wi.www'«'«'«www«'«wwwwww'.x. nwmxoxrexremwwrnrrrvnmrmmrrvmw.urmmm"� 79 Saved Quote The saved quote remains valid on SHI.COM for thirty days. At anytime within those thirty days,the user can change/add to the items saved in the quote or send the contents of the quote (with saved pricing) back to the shopping cart to finalize the purchase. Quote List Owu. FrtM+i ..,.,.....ry ry wMmrc� xf I f ( r, 11 f .4 m oof iynutxry Uuv mom+^ ^*.TM «ivx'nn ^�W^^w. Quote Details Qw[.Nam.- i SdnfunY cnu.a oeie � _... emal Cemnwns- Ada.n.-. pi�R imw nx,u i ~+. ..u...l„.......... ...,................�,...............„...,,. wry T01AL {II.J v �„uaauuwuaaaauaaauuaaiaaauuuuiiiiiauaunuaaiaunuunimiiiiiixxuumuuuuu 80 e. Configuring a System The process of selecting and configuring a product begins when the user clicks a configurable system in Search Results or within featured products. The systems are displayed with a picture, summary of its characteristics,and price before adding options.SHI.COM presents all products in the same fashion, with consistent groupings of options by category. Configurable PC's V sdm ui oad.n au SS .� , rw�x.aony Adam. s�v nooEo ait.000e $1 M600 nrw-mm jhu dle a mhI0 dN ls;af a MW I i nfi 71 r�u y �r .ouvuu. Il kc nt t wa.nrve�•,,.«� �.».�• fii2.af1�� Q [lp" nOw ':Oolh(rU< ,ndy zini v.e vearcn Ill ci11 1 n li w fl1� s si � i idl r ary vin«ey xgwom Search Results ep IM1Jrv6Wurvttv M]'a Y1V@Q1}4ipl:n+rt iS A!I)p/5d4lN d4A /P {p5}pp n� falt�Ory 11 I.e... _, sNl v�.,J xI656ixf 81 .. Customize the System Prior to adding the product to the Shopping cart,the user is brought given the option to configure the base system with options designated as acceptable by the City of Mesa.The user simply clicks on the options he wants included in the final product. As options are selected, SHI.COM updates the general availability of each configuration based upon the availability of each component.As the user adds and removes components to the base system,SHI.COM calculates an estimated time to ship to the user.SHI.com also tells the end user what selected component is contributing the longest lead-time.This is designed to allow the end user to make informed decisions based upon their particular needs:for some users, getting a useable system quickly may be more important than obtaining a particular option or upgrade that would delay the production of the machine. MENNONNINN= HP ProBook 640 G1 - 14" - Core i5 4310M • r,la pry..-:. -o -. eru sxrnm filar sm uw �ry Once m ConNyurW'%19gru.IW Wfe',�AO�O°k FWn ' ryuenthY roOr Mr 1 Sy51mi 0pliorl5 rA ru+ r uhlxl°dlr Ihl ConllyurAtion `^^r"x 1 'ams k w ., + InIOEr for Lantaps r f"z c.�),Vp • PC Connlulenon'At"r Tnq l III i R too,trn[.Far 7 F Velt 1'S n;Ill nei.wwr w..Mw J • PCConlijurallu¢CuStamklOAdjustnenrs 'SOA Wi * CascomCanR`unnon:N0D F.u',tl an-Prr lx drlre 1 C mtam I ., V walnnlY . ,m r"�� IYI • Elertrem[HP Corr Ylck NLvt BUPlr Sip ( I [ Yn � p t`II o0000000o wnrcwxxwa I 1 l I ".r 111 0 tlom 1 I1 r II , V NP201]idW oaCkmpSmmon-Dntklnj Nation-051•ilp. CZGC.15e5MrNt s UMHN1Md i V Tfl Notµq e M f ATtp 01,11 "tCP Co ele-1 1 nl- X Aur V246NL00 lFfr monitor 34' r 5 o rzv Checkout Process SHI provides an easy to use Checkout Process that can be customized to your specifications: • Users can save addresses to an address book for easy selection of the appropriate ship-to address • Custom Data Collection—we will create fields where we can collect the information you need about the purchases your employees make—department, project code, cost center, etc. • For our Terms Customers—enter a PO number and for our Credit Card Customers—use the security of PayPal to complete your purchase 82 Seethe freight and estimated taxes based on the shipping address entered r 1 } 5 l 0 p914X^. Y Y ,filll!III w CS Yu Y. Ww.e vvwwwwwvvvnmwvvvwmxummww Iry W'iW RWv y� f [ ) u..,.feuxr(maq xnnnd '*+•w•nwowrzrvuwrmmaow•amanwwo aw. rnd Vw• Mnr e order Detains imup If additional information needs to be captured with each hardware purchase. Therefore, SHI has designed an "interview page" in which SHI can collect all of the pertinent information.The interview page will be completely customized to collect the information as required by the City of Mesa. If additional Information isn't required, this step would be skipped in the order process. 83 Py.eM fn✓Neo-inwr. MTN<iN./n'YO: 'Y.p.N NYNXn. W Wx IW IW Ynu `}ntk.rit 6'YEPg�vl fa3" I'.AYi4. I :tlM wiu.yy*✓ Yh Avn.w, �,4 ••m. r.e. uM.7 Bi� ry Sil 9X:VIG`tl4 aW Ptl Iw�s cap ui rode W4<Mi 3 Ccu[rr'. �tV mom N_r onu '\N Irr Glv� GO O Y When the user has completed the interview page, SHI will then request the ship to address and any additional Email addresses for employees who should receive notices regarding this order(i.e. order acknowledgment, ship notification, etc.) Approval Routing Only authorized users will be able to submit orders on SHI.com. However, if the City of Mesa would like to allow agencies to request products, but not to place orders, SHI has support for approval routing through SHI.com. Using our approval routing, end user can select the products they wish to purchase and submit their selection as a requisition. With support for as many levels of approval routing as required,SHI.com will forward the requisition to the appropriate people to obtain approval. Once the order is approved,the requester(and anyone else listed to receive notices) will receive an Email stating that the requisition has been approved and will be processed at SHI. At this time, the order will upload into SHI's Internal order processing system. Order Status Obtain order status information and tracking details for the orders that you process with SHI. SHI.com provides a wide range of search options to quickly and easily locate the order in which you are interested. i8rl°pu6tvi &�hYGNIuw WlcN9tl VCdv nndl{evm Uf 9Fu,uwil(N tlwu w'. � _ •� Ora,a�f AtaemmY�i�"+mpC+�q Cxmavx , Y;kr,Yw�ry i'+4alroiP ml fuettl.rruneu0m ry�p r�i Pbdu Httnyu ��� WdS t1u Ewa Srnm nur,e\< MvulNm PAwoM w 84 � , The following screen shot shows the order search results. GPrmlln+s,mM Trzaaoea resina- , ,. .. a nnlne • 3M&ack CaM1lEgeFW of eIIH P10tr5 Dus PacF _. _, ... h 11,0211M L2ROld 1'.BJS Qb nvmm • MPlaner urme�e 1e/elbx bDOU woo. • wsr.a,alav urulepe r r bernp IXGbls ' The following demonstrates the tracking details available. OreerLG5PJ I0A9} '....ONer MI RY1011 ON 9 W.!1.0 I.d N.To VMOIAr Lvn F0:159n • m "' SNILS CaII%I � � r GBIMOISW IOOIROL M4X 'Lme tlam SfaNs l6Agdlk CaTE9e FoeaaerjelPl WS Gual Pa[Y. 21601008 Mh PetlI W46O rg 0 Order details wit.Pe tmckmg data pair S0 w"MOM OYI.I eerfi aYtrk au vlmw V xWot)dmealla ....... R..._ shipment wltBnue foavinp VO COM IRNIW 0 rrrwa.ew e.ur: aIR•aar rmav 11 VIOM uv4i w94+rtr19'nm'U"•r Arwq r•ary gerr.nwna gry��x�.i... Isilr$eir�/✓�l:�!�ll� W 4JMX 85 p,.a� Within the City's dedicated page, authorized users can; • Save/retrieve a price quotation using a state agency supplied unique quotation identifier(s). The agency should be able to save the price quotation as a .pdf document • Modify a previously saved price quotation, including adding additional products, changing product quantity, removing or deleting products, and "refreshing" product prices • Re-save price quotation following modifications • Print price quotation • View quotes that were originally requested via email,fax, or phone and created by the Inside Account Team. 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 City of Mesa 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 if the City of Mesa that wants to understand statewide purchasing trends, the process to access that report is fast and intuitive. The following lists the standard fields that are available within a standard, detailed report today via the State's ecommerce site 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 86 49­10�j 1 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. This custom capability is helpful for tracking purchases, expenditures, and chargebacks.SHI works with each individual account to understand reporting requirements and to ensure we continue to meet and exceed those requirements. The City of Mesa and IPA can identify Procurement Officers or others that can be granted a higher level of access, allowing them to run reports and view activity across authorized users. 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. 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, David Rounds will work with the customers to determine the program and schedule that would work best for them.SHI will also work with the City of Mesa to define and establish an Employee Purchase Program. We will create a separate and secure site for employees to purchase products at the State contract prices. f)Fs�; b4 o.L-'Non ol offp cfr < . ""wr wph,jr,' SC-Ftn sSlcts, #,a ), d-m-, URA_, n th"l) Neill n!d t'r Ci[y to :mf SHI Response: If the City wishes to view this site please select"Sign In" on the top right hand side of the public site, h,ttp n j�wwwu.,pubhe; starshuLrnck.cgnt,/ A drop down box will appear. Click"Register"to be directed to the new user registration page seen below. " New User Registration Do you have a Customer Token/Access Key? 1 ca You will select "Yes"when asked if you have a token and access key. Your token is 90949 and your access key is MU5XB2J3PL. Once you enter these you will be asked to create a user name and password. Once complete you will be directed to the site. Today the site is in development and as such only shows sample products and pricing. Upon award, we will work with you to create a custom catalog, add appropriate contract numbers, and the additional content desired by the City. 87 o 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 tralnings 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. /1, , „ ,; SHI Response: While we take pride in the design and usability of our website, our primary focus is always on the needs of our customers rather than on external recognition. With that in mind, we are extremely proud that this year alone we have wan 10 awards for exceptional service in three distinct categories: partnership, supplier, and employer— including the prestigious Citi Lean Partner Award and Microsoft US Public Sector 2017 Partner of the Year— largely in part because of the efforts and dedication our team puts toward our public and partner/procurement websites. Our success as a partner in the Public Sector, in fact, stems from the personalized procurement websites, standard with most SHI contracts, which allow authorized end-users a vast selection from standard configurations and peripherals, as well information to ensure successful installations. These custom, procurement websites provide customers with all service catalogs, approved hardware configurations, and inventory databases, which in turn allow our customers to procure the best products and product support for their needs. J 0 ,Lr be !Pie hears yTor is ova ilablo- i,Vo-trjrE vu«r ho,v, of r,ch as for SHI Response: The website is available 24 hours a day. Downtime is minimal and if a major system repair is necessary SHI works to schedule it at a time that will be of least inconvenience to our customers. We will also notify customers of any planned downtime in advance. ,. Dues +ur i�.-�<�sri/ uffrr red ±i ri12 fi,rodu,-i rrvc�i?� hiiirgi SHI Response: Yes. Please see the information provides above regarding our website for a complete overview. io-,v ,s,,yL w ro;npc;i y ieI, I ya it w °rsite t" i;frrrrl r , i.z seers r f the c/drh r r _r C n�o: SHI Response: SHI can customize our web page to include any information that National IPA/City of Mesa would like to see. In this case, we can publish additional savings opportunities for specific products on the home page of the catalog or highlight products that have savings opportunities within the catalog itself. SHI can and will add relevant content to the website on a regular basis.This may include product announcements, end of life information, support information,or promotions, webinar or special event 88 CAP invitations, and other industry news that will be of interest to City of Mesa. SHI will notify City of Mesa of any information before it gets posted. 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, availability, and pricing; ensuring that contract users are always accessing the latest products and at the correct price. .,1'll 1 "yrt 'tr r ul! •a 'p -11ur �� ,. tl i ;i:; , I. �_ , _rk�gw.- SHI Response: SHI acknowledges this requirement and can comply. SHI will acknowledge all orders received within 2 hours of receipt.All orders will be placed within 24 hours of receipt. Upon placement,the end user will receive an order placement acknowledgement via email. A sample of that Is included below. We can customize the information on the order acknowledgement email and can include any and all information required by the State. Order Confirmation SHI Intemawrial Corp Sales order SA"82300 290 Davidson Ave. Order date 10n 72017 Somerset.NJ 08873 Cuss..,Account 1008214 Phan.:888-235-3871 Customer PO 18001750 Shipping Method ESO Customer Rehirence Paymenl Net 30 Days SHI Account Eaecullve Amelia Jaaubtmyl SHI Account Manager Robert Di Giovanni Bill To Ship To Jennifer Means CITY OF MESA CITY OF MESA 59 E.. IST STREET PO BOX 167V Mesa,AZ 85211 AP CENTRAL BILLING United Sates Mesa.A2 85211 180017501Jenniter Means Unrted States Item No, Oescdption QIy Unit Extended 11110 Part No. Ordered Price Price 32031458 Oualys Public Se r annual subscription 1 0.00 000 O-E-PUB INulfpb pladorms English Opt]upd via downld Software Quays Conuaa number 10070-RFP Maintenance From date 12t112017 Mantenance To date 12110.201E ...,,..,,..._,_ _. ......d..._....._...__.__ 32745130 Qualys Pui Sector Vulnerabdhy Management-Module 1 92320 92320 Q-E-PUB-VM-M Pnoe Qualys.Inc, Mutt,i pladorms English ESD Software Contras number 10070-RFP Maintenance From d.t. 12111 j2017 Maintenance Ta date-. 12I10:2018 32031450 Qualys Vulnerabihy Management—Enterprise—Public 950 096 0.612,00 Q-E-PUB-VIM Sector Qualys Windows-Mulople Windows Platform English ESD Software Conbaa number 10070-RFP Maintenance From date 12,1112017 Maintenance To date t211 012 0 1 8 3337088C Quays Public Sector Web Apphulion Sunning-Module t 02320 023.20 Q-E-PUB-WASAI Pnoe Qualys MulGob ouidomrs Enolish ESD Software 89 i SHI Response: Yes self-registration is available. Customers can go to ht is(jw vJw.p�iblorsr^etpr shichre cci and then follow the instructions below. A customer will select "Sign in" on the top right hand side of the public site. A drop down box will appear. Click "Register"to be directed to the new user registration page seen below. lyi''II''r'iil!YI'II'!!iii`olPil New User Registration Sign In Do you have a Customer Token!Access Key? F-,got user r,� Forgot Paswor9 i I Lf If a customer has token,they can enter it. If not then when they select No,they will be taken to another site to register. Once you enter,you will be asked to create a user name and password. Once complete you will be directed to the site. 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 tralnings 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. SHI Response: SHI acknowledges this requirement and can comply. SHI can and will add relevant content to the website on a regular basis.This may include logos, product announcements, end of life Information, support information, or promotions, webinar or special event invitations, and other industry news that will be of interest to the City. SHI will notify the City of any information before it gets posted. Please see screen capture below for a sample of our News and Announcements page. 90 �k �,� -_ - o, thl'�:So;eo 1 r. auaal �r itaa usl n_ti m,el<ovrsla - News and Announcements Aboat SHI Contract Information nwm:ane arolaer: namrnwan a coma"u: a ee H TIPS/rAPS PuKha5l,ruol,rdpve News ane annoumemen6 Mlscoun State and Local Govammant Contracts News Welcome to pur new Ch.ckcl system! La,eer. SITI P.10er,wRh 5,,QT.,1W,te,Off¢r an F.ha nc ad Pracureme et Program 4I tIrI,X,f dl 1 U t ,. ti .I yTh 'Ilv ill ,, �(p. ,t tla p I I I nino II nlrrogrnna I elk,TAxIlp Int �rI1� v¢ Preview of new My Ham.page 1 19� la Inc 1 a, '. uavall _I SHI Response: SHI fully understand s your need for flexibility in reporting, as well as your need for reports from the highest organizational level to the most granular. We have created our databases to remain flexible enough to be able to incorporate any organizational structure and to provide reports on any level within the organization. We begin with the most granular reporting level,this can be by department or local government entity and then SHI groups the ordering units to the statewide level. In addition,we capture the contract number, allowing us to run a report across all purchases made under the contract. SHI has the capability to collect customized data fields, which can be established at the State Level,the Agency Level, and/or per individual customer. We are pleased to offer both standard and customized reports to the State, in addition to the required reporting above. All reports can be set up on a subscription basis and will be delivered automatically daily, weekly, quarterly etc. In addition,the State will have a dedicated account team that will be able to review and discuss purchases and reporting whenever there is a need. These standard reports provide an overview of your purchases from SHI. 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. • Spend by Manufacturer—summary of total dollars spent in period with one specific manufacturer,all manufacturers, or a sub-set thereof. • Spend by Product—summary of total dollars spent in period for one specific product, all products, or sub-set thereof. • Spend by ProductType—summary of total dollars spent in period for shrink-wrap versus licensing or by UNSPSC. 91 | ° Spend by Organization, Enterprise, Conglomerate—again, each of the above reports can be pulled based ona specific organization, enterprise orconglomerate oil De"Ar C..WkJabyd by PM SH| Respnni All damaged or DOA product will be taken back with oo restocking fees. |(k has been longer than 30days, SH| will make a best faith effort to accommodate the return. SM|'s return procedure is simple. The customer simply needs to request a return by reaching out to the Inside Account Manager or by navigating to the "Request Return Authorization Number"section of the States website. The IAM will take the necessary information and give the customer a Return Authorization Number. A shipping label or account number will be provided by SHI to the customer if physical product is beirg returned. The end user then has to write the RMA number on the outside of the box and ship it back. In some cases,SIT can arrange to have the product picked up. Software Publishers may require that a letter of destruction be filled out and signed by the customer. In these cases, SHI would provide the form to the end user and request that they sign and send back. SHI will then hand le processing with the Publisher. Once the valid return is received by SHI we will credit the invoice, If a replacement order is desired we will work with the end user to get that process started before the return is received tv increase efficiency. 92 i Should the City have any issues or questions with a product return, they can contract their Account Team for assistance. For an online return, customers will access the Order Details page and complete the requested information as shown in the screen shot below. ^Name: '^Email Address- P ^if^ red. 'Order Number: Pa Number: "Mfr Part Nt $IJL H IS 031C n.16 SHI Part M: •vuanety: °Reason For Return Further F,unnrlorc ....._. ... ^Has package beenopenedi C.Yes Q No(1 Don't Know ^Has product been used?. i Yes ,No!%Don't Know 'Is product in onginal condition?: `:Yes CJ No:7 Don't Know II �m� I... .. a IIII.. v'm N., SHI Response: Integration with eCommerce SHI's open architecture systems allow us to integrate with virtually any eCommerce platform, whether through market leaders or a proprietary solution.Ariba, Perfect Commerce, PeopleSoft, SAP, and Oracle are the most popular applications supported by SHI. In general, SHI can support systems that use cXML (commerce extensible mark-up language), or EDI (electronic data interchange)standards. These systems includes a wide range of applications and proprietary systems. In addition, SHI supports the following Punch-out types: 93 • Ariba Punch-out 9 Perfect Commerce Rounctrip • Coupa a PeopleSoft Direct Connect 0, ePlus Procure+ * SAP OCI Rounctrip • Hubwoo 0 Sciquest • Oracle OAG and cXML Punchout 0 Verian ProcurelT HIU, V;,;).l "n '', ncwlr�,nrhmjwi�y ff) J)� fum ih, (,wo!wv p,' m)pU, i'looh Oo,r Owv ofj-") 1, I'VO, 0 01, apw'j w; voli,,I om;� ) r),- J, �110["h f'WjI �i, '1 ffl')!" )buo), SHI Response: New functionality and technology is continuously being evaluated and updated as customer needs evolve. The same holds true for our overall website design. SHI also listens closely to our customers and their feedback regarding the use of the site and we strive to incorporate those changes. 94 O.�. TAB 6 - OTHER FORMS. . .. The following forms should be completed and signed: 1. vendor Information form 2. Exceptions & Confidential Information form 3. General Questionnaire form 4. Lawful Presence Affidavit 5. Respondent Certification form (Offer and Acceptance) 6. Respondent Questionnaire 7, W-9 Form. All responses should include a fully completed, current W-9 form. Failure to include the W-9 will not disqualify your response, however the W-9 must be submitted to the City prior to the execution of any contract pursuant to this Solicitation. p ;. .v.i ed1 w"I1! SHIResponse: Immediately following Ore the forms that were requested as part of this RFP.SHI agrees to provide any additional forms if necessary as part of a final award. 95 PP REQUIRED RESPONSE FORMS mesa,a VENDOR INFORMATION Company Legal/Corporate Name: SHR Internattonal Coe Doing Business As (if different than above): Address: 2so Davidsgn Ave City: $nmarset State: New Jersey Zip: 08873 Phone: 883-764-8888 Fax: 732-652-6599 E-Mail Address: teamarizona(aDshi.com Website: httos/lwww.publicsector shidirect,com/ DUNS#61-142-9481 State Where Business Entity Was Formed: New Jersey Remit to Address if different than above : Order from Address(If diffeirent from above): Address: PO Box 952121 Address: City: Dallas City: State. Texas Zip: 75395-2121 State: Zip: Contact for Questions about this bid: Name: Me han Flisakowski Title: Public Program Manager Phone: 512-517-4088 E-Mail Address: me han flisakowski@shi.com Day-to-Day Prolect Contact (if awarded): Name:Amelia _lal ubczyk Title, Account Executive Phone: 303-723-5256 E-Mail Address: Amelia Jakubczvko_shi.com Sales/Use Tax Information (check one). ❑ Respondent is located outside Arizona and does NOT collect Arizona State Sales/Use Tax, (The City will pay use tax directly to the Arizona Department of Revenue.) ® Respondent is located outside Arizona, but is authorized to collect Arizona Sales/Use Taxes. (Respondent will invoice the City the applicable sales tax and remit the tax to the appropriate taxing authorities.) State Sales Tax Number City Sales Tax Number. -Rate for Phoenix is 8.6%, 5.6%AZ state level, 0.7%county level (Maricopa) and 2.3%city Applicable Tax Rate: _level (Phoenix) ❑ Respondent is located in Arizona (Respondent will invoice the City the applicable sales tax and remit the tax to the appropriate taxing authorities) State Sales Tax Number: City Sales Tax Number: City of: AZ Applicable Tax Rate: % V7/14/2015 Required Response Forms-Page 1 of 5 2018011 EXCEPTIONS &CONFIDENTIAL INFORMATION Exceptions (!mark,one). Respondents shall indicate any and all exceptions taken to the provisions or specifications in this Solicitation. Exceptions that surface elsewhere in the Response and that do not also appear under this section shall be considered rejected by the City, invalid and of no contractual significance. Other Forms or Documents: If the City is required by the awarded Respondent to complete and execute any other forms or documents in relation to this Solicitation, the terms, conditions, and requirements in this Solicitation shall take precedence to any and all conflicting or modifying terms, conditions or requirements of the Respondents forms or documents. *Special Note-Any material exceptions taken to the City's Specifications and/or Standard Terms and Conditions may render a Bid Non-responsive. ❑ No exceptions ® Exceptions Taken: Please describe exact sections to which exception is taken. If proposing new or modified language,your firm shall identify the requested language below or provide as additional attachment. The City reserves the right to accept or reject any requested exceptions listed in the below section or attached to the solicitation. SHI has included a separate section within our response that includes our request to review and negotiate in good faith with the City of Mesa and IPA. ConfidentialNPra rieta Information mark one . ® No confidential/proprietary materials have been included with this Response. ❑ Confidential/Proprietary materials included with Response. Respondent must identify below any portion of their Response deemed confidential or proprietary and attach additional pages if necessary (See Mesa Standard Terms and Conditions related to Public Records) Requests to deem the entire bid as confidential will not be considered. The disclosure by the City of information deemed by Respondent as confidential or proprietary is governed by City of Mesa Procurement Rules. V7/14/2015 Required Response Forms-Page 2 of 5 2018011 GENERAL QUESTIONNAIRE 1. Compliance with A Vicable Laws. Respondent complies with Exhibit 1, Draft Agreement, Exhibit C, Mesa Standard Terms & Conditions, 9 "Compliance with Applicable Laws"? ®Yes ❑No 2, Delivery. Delivery, as stated in Detailed Specifications, can be met. ®Yes ❑No If no, specify number of days for delivery 3, Payment terms. Payment Due(Not less than net 30 days): payment is net 30 Payment Discount of 0% if invoices are paid within days of receipt. 4. Procurement Card. Does Respondent allow payment of invoices using a Procurement Card? N Yes ❑ No (Marking a "no"answer will not disqualify your Response.) Discount for Procurement Card Purchases? 0% 5. Cooperative Purchasing. The use of this Agreement as a cooperative purchasing agreement available to other governmental agencies is described in the Mesa Standard Terms and Conditions. The use of this Agreement as a cooperative purchasing agreement is subject to approval by the Respondent as designated below. 6. Does Respondent agree to extend the prices, terms and conditions of the Agreement to other agencies as specified in the Standard Terms and Conditions? ®Yes ® No (Marking a "no" answer will not disqualify your Response.) Addenda. Respondents are responsible for verifying receipt of any addenda issued by checking the City's website at w_wn.mesaaz.gov/businessurchasin f_or the Vendor Self Service portal prior to the Response Due date and time Failure to acknowledge any addenda issued may result in a response being deemed non- responsive. Failure to review addenda does not negate Respondent's initial offer and holds Respondent for any changes prior to Response Due date and time. Acknowledgement of Receipt and Consideration of Addenda (if applicable): Addenda # 1 ® 2® 3❑ 4❑ V7/14/2015 Required Response Forms-Page 3 of 5 2018011 LAWFUL PRESENCE AFFIDAVIT ® CHECK HERE AND SKIP THIS AFFIDAVIT IF: Respondent is an LLC, a Corporation or a Partnership as indicated on your W-9, (Please include a copy of your W-9) COMPLETE THIS AFFIDAVIT IF: Respondent is an Individual (Natural Person) or a Sole Proprietor as indicated on your W-9. (Please include a copy of your W-9) ARS § 1-502 requires any person who applies to the City for a Local Public Benefit (defined as a Grant, Contract or Loan) must demonstrate through the presentation of one (1) of the following documents that he/she is lawfully present in the United States(See the Solicitation Instructions for more information). Please place a check mark next to the applicable document and present the document to the City employee. If mailing the response, attach a copy of the document to this Affidavit. (if the document says on its face that it may not be copied or you know for reasons of confidentiality that it cannot be copied, you will need to present the document in person to the City for review and signing of the affidavit.) ❑ 1. Arizona driver license issued after 1996. Print first 4 numbers/letters from license: ❑ 2. Arizona non-operating identification license. Print first 4 numbers/letters: ❑ 3. Birth certificate or delayed birth certificate issued in any state, territory or possession of the United States. Year of birth: Place of birth: ❑ 4. United States Certificate of Birth abroad. Year of birth_ Place of birth: ❑ 5. United States passport. Print first 4 numbers/letters on Passport. ❑ 6. Foreign passport with a United States Visa. Print first 4 numbers/letters on Passport: Print first 4 numbers/letters on Visa: ❑ 7, 1-94 form with a photograph. Print first 4 numbers on 1-94: ❑ 8 United States Citizenship & Immigration Services Employment Authorization Document (EAD). Print first 4 numbers/letters on EAD. ❑ 9. Refugee travel document. Date of Issuance: Refugee Country: ❑ 10. United States Certificate of Naturalization. Print first 4 digits of CIS Reg No ❑ 11, United States Certificate of Citizenship. Date of Issuance: Place of Issuance: ❑ 12. Tribal Certificate of Indian Blood. Date of Issuance. Name of Tribe', ❑ 13. Tribal or Bureau of Indian Affairs Affidavit of Birth. Year of Birth: Place of Birth: In accordance with the requirements of Arizona law, I do swear or affirm under penalty of perjury that I am lawfully present in the United States and that the document I presented to establish this presence is true. Signature Business/Company Name Print Name Verification of Attachment by City Staff: Date Signature Date V7114/2015 Required Response Forms—Page 4 of 5 2018011 RESPONDENT CERTIFICATION By submitting the Response and signing this Certification, the Respondent understands and certifies to all of the following: a) The information provided in Respondent's Response it true and accurate to the best of Respondent's knowledge. b) Respondent is under no legal prohibition that would prevent Respondent from contracting with the City of Mesa. c) Respondent has read and understands the Solicitation packet as a whole (including attachments, exhibits, and referenced documents) and: (i) can attest that Respondent is in compliance with the requirements of the Solicitation packet, and (ii) is capable of fully carrying out the requirements of the Solicitation as set forth in Respondent's Response. d) To Respondent's knowledge, Respondent and Respondent's employees have no known, undisclosed conflicts of interest as defined by applicable law or City of Mesa Procurement Rules. If Respondent or Respondent employees have a known conflict of interest, Respondent has disclosed the conflict in its Response. e) Respondent did not engage in any anti-competitive practices related to its Response or the Solicitation. The prices offered by Respondent were independently developed without consultation or collusion with any other Respondents or potential Respondents. f) No gifts, payments or other consideration were made to any City employee, officer, elected official, agent, or consultant who has or may have a role in the procurement process for the services/materials covered by the Solicitation g) Respondent grants the City of Mesa permission to copy all parts of its Response including,without limitation, any documents and materials copyrighted by Respondent (i) for the City's use in evaluating the Response; and (ii) to be disclosed in response to a public records request under Arizona's public records law(A.R.S. § 39-121 et seq.) or other applicable law, subpoena, or other judicial process provided such disclosure is in accordance with City of Mesa Procurement Rule 6,13. h) If a contract is awarded to Respondent as a result of the Response submitted to the Solicitation Respondent will: i. Provide the materials or services specified in the Response in compliance with all applicable federal, state, and local statutes, rules and policies, ii. Honor all elements of the Response submitted by Respondent to the City including, but not limited to, the price and the materials/services to be provided; and iii. Enter into an agreement with the City based on the terms and conditions of the Solicitation and the Response, subject to any negotiated exceptions and terms. i) Respondent is current in all obligations due to the City including any amounts owed the City and any licenses/permits required forthe general lawful conduct of business. Respondent shall acquire all licenses/permits necessary to lawfully conduct business specific to the Solicitation prior to the execution of a contract with the City pertaining to the Solicitation. j) The signatory of this Certification is an officer or duly authorized agent of Respondent with full power and authority to submit binding offers for the goods/services specified herein Respondent intends by the submission of this Certification to be bound by the terms of the Certification, Solicitation, and Response, subject to any negotiated terms/exceptions. ACCEPTED AND AGREED TO BY RESPONDENT: Company Name: SHI International Signature: Printed Name: Natalie Castaqno Title: Director of Response Team Date: 10/20/2017 V7/14/2015 Required Response Forms-Page 5 of 5 2018011 Respondent Company Name/DBA: SHI International Corp Years in business providing similar services, 28 years Contractor's License No(s): Type: (Submit a copy with the Response) SHI is currently registered to do business with the City of Mesa and the State. Upon award, we can provide any additional information as requested. Number of employees at location that would serve under a contract from the Solicitation: Provide names, contact and telephone numbers of three (3) organizations that have received similar services from your company. At least one reference should be comparable in size to the City's proposed contract. Firm/Government Agency Name: Arizona State Procurement Office I State of Arizona Contact Person: Phone. Terri Johnson, Deputy—State Procurement 602-542-9122 Administrator Address. Fax: 100 North 15th Avenue, Suite 402 Phoenix, AZ 85007 E-Mail Address: terri.io nson0azdoa.clov $Value of Work, Supplies/Services and Dates Provided. $75m annually. Software, Annual Mainteance. Related Professional Services April 2011 — September 30 2016 Firm/Government Agency Name: University of Texas Systems Supply Chain Alliance .._______-_® Contact Person Phone: Jason Stanford, Manager, Contracts 713-563-1021 Address: Fax 7007 Bertner Ave. Houston, TX 77030 E-Mail Address. jp.stanfo_rd@mc1anderson,2Ar ,, $Value of Work Supplies/Services and Dates Provided $20m annually. Computer Peripherals, Software, Storage, Servers, Networking equipment, and Related Services. July 1 2014, 5 year agreement with 3 year extension option. Firm/Government Agency Name: Marico a County Materials Management Contact Person: Phone: Brian Walsh, Procurement Officer 602-506-3243 Address: Fax 320 W. Lincoln St. Phoenix AZ 85003 E-Mail Address. walshba?mail ma_ricopa gov $Value of Work, Supplies/Services and Dates Provided. $6m annually. Technology Products including Software, Storage, Servers, Networking Equipment and Related Services, List any other information which may be helpful in determining your qualifications for a potential contract: At SHI, our success is based on a foundation of customer centricity and transparency Our approach to Lee County School District will be based on these same values. Every member of the SHI team is dedicated to helping our customers and providing world class support throughout the entire engagement, SHI intends to provide the District with a seamless, transparent, and cost effective solution for all of your hardware, software, and service needs. Over the life of the contract, SHI will work to identify ways that the District can reduce your expenditures on IT software, hardware, and services. Technology changes fast, and SHI is a technology business partner that has demonstrated the ability to change along with it, through continued service evolutions and process improvement. SHI is excited about this opportunity to work with the City of Mesa and National IPA. We look forward to meeting with the review board to further discuss our capabilities. ATTACHMENT D ,?ni�sirv�uvuMuul NATIONALIPA Requirements for National Cooperative Contract To be Administered by National Intergovernmental Purchasing Alliance Company 'I he following documents arc used in evaluating and administering national cooperative contracts and are included for Supplier's review and response. National IPA Exhibit A—NATIONAL IPA RESPONSE FOR NATIONAL COOPERATIVE CON I KACI National IPA Exhibit 8 -NATIONAL IPA ADMINIS I RAF ION AGREEMENT,EXAMPLE National IPA Exhibit C—NATIONAL IPA MASTER IN'I ERGOVERNM EN I'AL. COOPERA LIVE PURCHASING ACRE EMEN 1,EXAMPLE National IPA Exhibit D—NATIONAL IPA PRINCIPAL.PROCUREMI!N I AGENCY CI.RI IFICAI E,EXAMPLE National IPA Exhibit E—NATIONAL IPA CONTRACT SALES REPORIING'I EMPLATE National IPA Exhibit F- NATIONAL IPA ADVERTISING COMPLIANCE.REQUIREMENT NATIONA L INTERGOVERNMENI AL PI I RCHASING ALLIANCE COMPANY EXl1IRIIS EXHIRI'I A-RESPONSE FOR NATIONAL COOPERATIVE CONTRACT l.11 Scope of National Cooperative Contract 1.1 Requirement The CITY OF MESA, AZ (hereinafter defined and referred to as "Principal Procurement Agency"), on behalf of itself and the National Intergovernmental Purchasing Alliance Company ("National IPA"), is requesting proposals for INFORMATION '11IfCHNOLOGY SOLUTIONS. The intent of this Request for Proposal is that any contract between Principal Procurement Agency and Supplier resulting From this Request for Proposal (hereinafter defined and referred to as the "Master Agreement")be made available to other public agencies nationally,including state and local governmental entities,public and private primary,secondary and higher education entities, non-profit entities, and agencies I'or the public benefit ("Public Agencies"),through National IPA's cooperative purchasing program. The Principal Procurement Agency has executed a Principal Procurement Agency Certificate with National IPA(an example ol'which is included as Exhibit D)and has agreed to pursue the Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with National IPA as a Participating Public Agency in National IPA's cooperative purchasing program. Registration with National IPA as a Participating Public Agency is accomplished by Public Agencies entering into a Master Intergovemmenlal Cooperative Purchasing Agreement, an example of which is attached as Exhibit C. The terms and pricing established in the resulting Master Agreement between the Supplier and the Principal Procurement Agency will be the same as that available to Participating Public Agencies through National IPA. All transactions,purchase orders,invoices,payments etc.,will occur directly between the Supplier and each Participating Public Agency individually,and neither National IPA, any Principal Procurement Agency nor any Participating Public Agency, including their respective agents, directors, employees or representatives, shall be liable to Supplier for any acts, liabilities, damages, etc., incurred by any other Participating Public Agency. phis Exhibit A defines the expectations for qualifying Suppliers based on National [PA's requirements to market die resulting Master Agreement nationally to Public Agencies. Each section in this Exhibit A refers to the capabilities, requirements, obligations, and prohibitions of competing Suppliers on a national level in order to serve Participating Public Agencies through National IPA. These requirements are incorporated into and are considered an integral part of this REP. National IPA reserves the right to determine whether or not to make the Master Agreement awarded by the Principal Procurement Agency available to Participating Public Agencies. 1.2 Marketing,Sales and Administrative Support During the term of the Master Agreement National IPA intends to provide marketing, sales and administrative support for Supplier pursuant to this section 1.2 that directly promotes the Supplier's products and services to Participating Public Agencies Requirements For National Cooperative Contract Page 2 of 26 NATIONAL IN'I LRGOVER.NMENTAL PURCHASING ALLIANCE COMPANY EXIIIRITS EXHIBIT A-NATIONAL IPA RESPONSE FOR NA'I ZONAL COOPERATIVE CONTRACT through multiple channels,each designed to promote specific products and services to Public Agencies on a national basis. The National IPA marketing team will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through: A. Marketing collateral(print,electronic,email,presentations) H. Website development and support C. Irade shows/conferences/meetings D. Advertising L. Social Media F. Sales ['earn Support The National ❑'A sales teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through: A. Individual sales calls B. Joint sales calls C. CommunicatiunsicusWmer service D. Training sessions for Public Agency teams E. Training sessions for Supplier teams The National IPA contracting teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies prospective Public Agencies through: A. Serving as the subject matter expert for questions regarding joint powers authority and state statutes and regulations for cooperative purchasing B. Training sessions for Public Agency teams C. 'raining sessions for Supplier teams D. Regular business reviews to monitor program success II. General contract administration Suppliers, are required to n an administrative fee of Ltl of the greater of the oeleued r PP 9 pay �" _ g ,_ .............. „ Contract Sales under the Master Agreement and Guaranteed Contract Sales under this ...... Request for Proposal. Supplier will he required W execute the National IPA commenced[Pas] I I uhe.-I al IraI,....e--A ,L Administration H .Agreement(refer to Exhibit I -n< 02 1 au, w a art d r , B ) - , r 1 r 1 a Fee ai 0 u rc,d.rIM1, i,el III I—-101I II,enII me,a ,oircln,a m[he Capitalized teams not otherwise defined herein shall have the meanings given to them in the ,e, V,"murm sta, huhIII,cool" I ,,,,Aden av<vlhd a,d Master Agreement or in the National Intergovernmental Purchasing Alliance Company rl ressele NN 0—rd eI Wi W eNe Administration Agreement between Supplier and National IPA (the "National IPA IIu rn. u u II un - n hhdhn,h, �rt�rr „u Administration Agreement') ""de[ahLtefdollori thaiiiiieiii,r p �%NOLkldflrllINUC 1 IC mm L ll b 11dal Idol old Sn1-II e w I he h I gh e r:W III i III I ra a eCea It 11 1 alIn t h e It,a t e LhB l N a li ea a I IPA 1.3 Estimated Volume dciIaml at.e:I,o„e.er„d a mmed m,hwe""r n,o"sllr end The dollar volume purchased under the Master Agreement is estimated to be t sa al"Lau° „eel,,so Iormefee approximately $500 million annually. While no minimum volume is guaranteed In Supplier, the estimated annual volume is projected based on the current annual volumes among the Principal Procurement Agency, other Participating Public Agencies that are anticipated to utilize the resulting Master Agreement to be made Requirements for National Cooperative Contract Page 3 of 26 NATIONAI.INTERGOVERNMENTAI.PURCHASING ALLIANCE CO]'IPANV EXHIBITS EXHIRI'I A-NA'I'IONA],❑'A RESPONSE FOR NA'I IONAL COOPERATIVE CONTRACT available to them through National IPA, and volume growth into other Public Agencies through a coordinated marketing approach between Supplier and National II'A. 1.4 Award Basis The basis of any contract award resulting from this RPP made by Principal Procurement Agency will be the basis of award on a national level through National IPA. If multiple suppliers are awarded by Principal Procurement Agency under the Master Agreement, those same suppliers will be required to extend the Master Agreement to Participating Public Agencies through National IPA. Utilization of the Master Agreement by Participating Public Agencies will be at the discretion of the individual Participating Public Agency. Certain terms of the Master Agreement specifically applicable to the Principal Procurement Agency are subject to modification for each Participating Public Agency as Supplier, such Participating Public Agency and National TPA shall agree. Participating Agencies may request to enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in the Master Agreement, including but not limited to invoice requirements; order requirements; specialized delivery; diversity requirements such as minority and woman owned businesses, historically underutilized business;and governing law. As part of such supplemental agreements, Participating Agencies may negotiate other terms of the Master Agreement, and may require offercI Any supplemental agreement developed as a_ D.Ir rea III result of the Master Agreement is exclusively between the Participating Agency and r"a `'°'°" m .o, the Supplier(Contract Sales arc reported to National IPA). — — — - . LYmimted i a,eu ia,i i . ouh RI II IM1u r4�i 'dwpi aouo� re�ua.vi .-d w fuel I"I"I Ir ih I l n n M1,�eno 11 irnciz�o I t�ie lnJeil i o""i. 1.5 Objectives of Cooperative Program v ' " J P' K t .�a ii ui �. rnr ii �, n This RFP is intended to achieve the following objectives regarding availability through Mirk iii i q-irk,III rhk� i n�ri National IPA's cooperative program J° 1°� 'hi ' `°'' P P g �,;i< i 1 x,1.1io1, i ni ti inuaun, A. Provide aaomprchcnsivc competitively solicited and awarded national agreement offering the Products covered by this solicitation to Participating Public Agencies; B. Establish the Master Agreement as the Supplier's primary go to market strategy to Public Agencies nationwide; C. Achieve cost savings for Supplier and Public Agencies through a single solicitation process that will reduce the Supplier's need to respond to multiple solicitations and Public Agencies need to conduct their own solicitation process; D. Combine the aggregate purchasing volumes of Participating Public Agencies to achieve cost effective pricing. 2.0 REPRESENTATIONS AND COVENANTS As a condition to Supplier entering into the Master Agreement,which would be available to all Public Agencies,Supplier must make certain representations,warranties and covenants to both the Principal Procurement Agency and National IPA designed to ensure the success of the Master Agreement for all Participating Public Agencies as well as the Supplier. 2.1 Corporate Commitment Requirements for National Cooperative Contract Page 4 of 26 NATIONAL INTERGOVERNMENTAL PCRCRASING ALLIANCE.COMPANY EXHIBITS EXHIBIT A-NATIONAL IPA RESPONSE FOR NATIONAL COOPERATIVE CONTRACT Supplier commits that(1)the Master Agreement has received all necessary corporate authorizations and support of the Supplier's executive management, (2) the Master Agreement is Supplier's primary"go to market"strategy for Public Agencies,(3)the Master Agreement will be promoted to all Public Agencies, including any existing customers,and Supplier will transition existing customers,upon their request.to the Master Agreement, and (4) that the Supplier has read and agrees to the terms and conditions of the Administration Agreement with National IPA and will execute such agreement concurrent with and as a condition of its execution of the Master Agreement with the Principal Procurement Agency.Supplier will identify an executive corporate sponsor and a separate national account manager within the RFP response that will be responsible for the overall management of the Master Agreement. 2.2 rwww d po,m,< e ne+ l e . a uo..., li ;i,<.drd�u d�" m, i r rr A,�u ....... --nmi=mug d.... I 2.3 Sales Commitment PLE1111 Supplier commits to aggressively market the Master Agreement as its o to market ` ' '1 Ih ' ri -' 'h",d ' PP gg Y g g , ai a �u r �� ahal,h, strategy in this defined sector and that its sates force will be trained, engaged attd 'I'll N rei«,,Khk committed to offering the Master Agreement to Public Agencies through National IPA nationwide.Supplier commits that all Master Agreement sales will be accurately and timely reported to National IPA in accordance with the National IPA Administration Agreement. Supplier also commits that its sales force will be compensated,including sales incentives, for sales to Public Agencies under the Master Agreement in a consistent or better manner compared to sales to Public Agencies it the Supplier were not awarded the Master Agreement. 3.0 SUPPLIER QUALIFICATIONS Supplier must supply the [''allowing information in order for the Principal Procurement Agency to deter ine Supplier's qualifications to extend to resulting Master Agreement to Participating Public Agencies through National IPA. 3.1 Company A. Brief history and description of your company. B. 'Total number and location of sales persons employed by your company, C. Number and location of support centers(if applicable). D. Annual sales for the three previous fiscal years. I'_ Submit your FPIN and Dunn&Bradstreet report. 3.2 Distribution,Logistics A. Describe how your company proposes to distribute the products/service nationwide. B. Identify all other companies that will be involved in processing, handling or shipping the products/service to the end user. C. Provide the number, size and location of your company's distribution facilities, warehouses and retail network as applicable. D. State any return and restocking policy and fees, if applicable, associated with returns. E. Describe the full line of products and services offered by your company. Requirements for National Cooperative Contract Page 5 of 26 NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXIIIBIT A-NATIONAL IPA RESPONSE FOR NA'I IONA].COOPERATIVE CONTRACT 3.3 Marketing and Sales A. Provide a detailed ninety-day plan beginning from award dale of the Master Agreement describing the strategy to immediately implement the Master Agreement as your company's primary go to market strategy for Public Agencies to your teams nationwide,to include,but not limited to: i. Executive leadership endorsement and sponsorship or the award as the public sector go-to-market strategy within first 10 days ii. Training and education of your national sales force with participation from the executive leadership of your company, along with the National IPA team within first 90 days B. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Pubic Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award, to include,but not limited to: i. Creation and distribution of's co-branded press release to trade publications ii. Announcement, contract details and contact information published on the Supplier company website within first 90 days iii. Design, publication and distribution of co-branded marketing materials within first 90 days iv. Commitment to attendance and participation with National IPA at national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, etc.) and supplier-specific trade shows, conferences and meetings throughout the term of the Master Agreement V. Commitment to attend,exhibit and participate at the NIGP Annual Forum in an area reserved by National IPA for partner suppliers. Booth space will be purchased and staffed by your company. In addition, you commit to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum,as directed by National IPA. vi. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement vii. Ongoing marketing and promotion of the Master Agreement throughout its term(ease studies,collateral pieces,presentations,promotions,etc.) viii. Dedicated National IPA internet wcb-based homepage on Supplier website with: • National IPA standard logo; • Copy of original Request for Proposal; • Copy of contract and amendments between Principal Procurement Agency and Supplier; • Summary of Products and pricing; • Marketing Materials • Electronic link to National IPA's website including the online registration page; • A dedicated toll free number and email address fur National IPA C. Describe how yourcompany will transition any existing Public Agency customers' accounts to the Master Agreement available nationally through National [PA. Include a list of current cooperative contracts (regional and national) your Requirements for National Cooperative Contract Page 6 of 26 NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY E%HIHEFS EXHIRI'FA-NA"IIONAL IPA RESPONSE FOR NATIONAL COOPERATIVE CONTRACT company holds and describe how the Master Agreement will be positioned among the other cooperative agreements. D. Acknowledge that your company agrees to provide its company/corporate logo(s) to National IPA and agrees to provide permission for reproduction of such logo in marketing communications and promotions. Acknowledge that use of National IPA logo will require permission for reproduction,as well. E. Supplier is responsible for proactive direct sales of Supplier's goods and services to Public Agencies nationwide and the timely follow up to leads established by National IPA.All sales materials are to use the National IPA logo.At a minimum, the Supplier's sales initiatives should communicate: i. Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency ii, e� Ir uiul.a rre iu.�,,+uvcmmcnt pricing t Deleted ac,i 'a ........... , iii. No cost to participate iv, Non-exclusive contract F. Supplier is responsible for the training of its national sales force on the Master Agreement. At a minimum,sales training should include: i. Key features of Master Agreement ii. Working knowledge ofthe solicitation process iii. Awareness of the range of Public Agencies that can utilize the Master Agreement through National IPA iv. Knowledge of benefits of the use of cooperative contracts G. Provide contact information for the person(s),who will be responsible for: i. Marketing ii. Sales iii. Sales Support iv. Financial Reporting V. Contracts H.Describe in detail how your company's national sales force is structured,including contact information for the highest-level executive in charge of the sales team. I. Explain in detail how the sales teams will work with the National IPA team to implement,grow and service the national program. .I. Explain in detail how your organization will manage the overall national program throughout the term of the Master Agreement, including ongoing coordination of marketing and sales efforts,timely new Participating Public Agency account set- up,etc. K. Stale the amount oCyour company's Public Agency sales for the previous fiscal year. Provide a list of your top 10 Public Agency customers,the total purchases for each for the previous fiscal year along with a kcy contact for each. L. Describe your company's information systems capabilities and limitations regarding order management through receipt of payment,including description of multiple platforms that may be used for any ol'thcsc functions. M. Provide the Contract Sales (as defined in Section 10 of the National Intergovernmental Purchasing Alliance Company Administration Agreement)that your company will guarantee each year under the Master Agreement for the initial three years of the Master Agreement("Guaranteed Contract Sales"). Requirements for National Cooperative Contract Page 7 of 26 i r NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE CONTPANVEXHIBITS EXHIBIT.A-NATIONAL IPA RESPONSE FOR NATIONAL COOPERATIVE CONTRACT $ .00 in year one $ .00 in year two $ .00 in year three To the extent Supplier guarantees minimum Contract Sales,the administration fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales. N. P.ven though it is anticipated that many Public Agencies will be able to utilize the Master Agreement without further formal solicitation,there may be circumstances where Public Agencies will issue their own solicitations. The following options are available when responding to a solicitation for Products covered under the Master Agreement. i. Respond with Master Agreement pricing(Contract Sales reported to National IPA). ii. If competitive conditions require pricing lower than the standard Master Agreement not-to-exceed pricing,Supplicrmay respond with lower pricing through the Master Agreement.if Supplier is awarded the contract,the sales are reported as Contract Sales to National IPA under the Master Agreement. iii. Respond with pricing higher than Master Agreement only in the unlikely event that the Public Agency refuses to utilize Master Agreement(Contract Sales are not reported to National IPA). iv. if alternative or multiple proposals are permitted, respond with pricing higher than Master Agreement, and include Master Agreement as the alternate or additional proposal. Detail your strategies under these options when responding to asolicitation. Requirements for National Cooperative Contract Page 8 of 26 NATIONAL INTERGOVERNMENI AL PURCHASING ALLIANCE COMPANY EXHIBITS EXIIIBIT R-NATIONAL IPA ADMINISTRATION AGREEMENT,EXAMPLE NAIIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY ADMINISTRATION AGREEMENT THIS ADMWISTRATION AGREEMENT (this "Agreement') is made this day of 20 , between National Intergovernmental Purchasing Alliance Company ("National IPA"), and ("Supplier"). REC1'I'ALS WHEREAS,the (the"Principal Procurement Agency")has entered into a Master Agreement dated ,Agreement No__ by and between the Principal Procurement Agency and Supplier, (as may be amended from time to time in accordance with the terms thereof, the"Master Agreement'), as attached hereto as f3xhibit A and incorporated herein by reference as though fully set forth herein, for the purchase of 11 (the"Product'); WHEREAS,said Master Agreement provides that any or all public agencies,including state and local governmental entities,public and private primary,secondary and higher education entities, non-profit entities,and agencies for the public benefit(collectively,"Public Agencies'),that register (cilher via registration on the National IPA website or execution of a Master Intergovernmental Cooperative Purchasing Agreement,attached hereto as 1;,'mkpibil ID(each,hereinafter referred to as a "Participating Public Agency")may purchase Product at prices stated in the Master Agreement; WHEREAS, Participating Public Agencies may access the Master Agreement which is offered through National IPA to Public Agencies; WHEREAS,National IPA serves as the contract administrator of the Master Agreement on behalf of Principal Procurement Agency; WHEREAS, Principal Procurement Agency desires National IPA to proceed with administration of the Master Agreement and WHEREAS,National IPA and Supplier desire to enter into this Agreement to make available the Master Agreement to Participating Public Agencies and to set forth certain terms and conditions governing the relationship between National IPA and Supplier. NOW,THEREFORE.,in consideration o f the payments to be made hereunder and the mutual covenants contained in this Agreement,National IPA and Supplier hereby agree as follows: DEFIN TI'IONS I. Capitalized temts used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Master Agreement. Requirements for National Cooperative Contract Page 9 of 26 NATIONAI,IN'IERGOVERNMEN"I'M,PURCHASING ALLIANCE COMPANY EXIIIIII'IS EXHIDl'I IC NATIONAL IPA ADMINISTRATION AGREEMENT,EXAMPLE TERMS AND CONDITIONS 2. The Master Agrecment and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement. Supplier acknowledges and agrees that the covenants and agreements of Supplier set forth in the solicitation and Supplier's response thereto resulting in the Master Agreement are incorporated herein and are an integral part hereof. 3. National IPA shall be afforded all of the rights, privileges and indemnifications afforded to Principal Procurement Agency by or from Supplier under the Master Agreement,and such rights,privileges and indemnifications shall accrue and apply with equal effect to National IPA, its agents,employees,directors,and representatives under this Agrecment including,but not limited to, Supplier's obligation to obtain appropriate insurance. 4. National IPA shall perform all of its duties,responsibilities and obligations as contract administrator of the Master Agreement on behal for Principal Procurement Agency as set forth herein, and Supplier hereby acknowledges and agrees that all duties,responsibilities and obligations will be undertaken by National IPA solely in its capacity as the contract administrator under the Master Agreement. 5. W ith respect to any purchases by Principal Procurement Agency or any Participating Public Agency pursuant to the Master Agreement,National IPA shall not be:(i)consumed as a dealer, re-marketer, representative, partner or agent of any type of the Supplier, Principal Procurement Agency or any Participating Public Agency; (ii) obligated, liable or responsible for any order for Product made by Principal Procurement Agency or any Participating Public Agency or any employee thereof'under the Master Agreement or for any payment required to be made with respect to such order 1'or Product;and(iii)obligated,liable or responsible for any failure by Principal Procurement Agency or any Participating Public Agency to comply with procedures or requirements of applicable law or the Master Agreement or to obtain the due authorization and approval necessary to purchase under the Master Agreement. National IPA makes no representation or guaranty with respect to any minimum purchases by Principal Procurement Agency or any Participating Public Agency or any employee thereof under this Agreement or the Master Agreement. 6. National IPA shall not be responsible Cur Supplier's performance under the Master Agreement,and Supplier shall hold National IPA handless from any liability that may arise from the S. Supplier J 0 r the Masln'Agreement. 'Deleted �OIFIra e „it l z _nc�IP,c It,,,.. acts or omissions o u icr m ho�Q ulu Ca wl its v o lrn whnl�r u�udn,- _.,., ... .; 7. Wfl'HOUI LIMITING THE GENERALITY OF THE FOREGOING, NATIONAL IPA EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED REI'IZFSF.N'fAI IONS AND WARRANTIES REGARDING NATIONAL H'A'S PERFORMANCE AS A CONTRACT ADMINISTRATOR OF THE MASTER AGREEMENT. h.-.+V I 111 It 0' VIG 1 V,,,SHALL JBE LIABLE W ANY WAY FOR ANY SPECIAL, De letea rvcuoN11 INCIDENTAL. INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE - beteteB.iva _ ...._...,._...............�..... a..... DAMAGCS,NVd 9 fl DING, lit "I Y.CtI V hAIlpl 1) I0 Iddvs CYI t7111Lr.,'si,tyq al BYp,lt}I 1 1(tsS Deleted etee NOT 1 �)0 ANIR'IPtul Vt 1Rt VI NiIV 01, 1'1Y0f ITS E'kallJ s161'I +Id 0"I"" —M11 h.l l'ituft lvl 01 1,1I1I [7 t)It Pff71 101 1 "iG1 41"I [ . EVEN IF I',tIrl Y,IS ADVISED OF Deleted unto..ni t Deleted.IVn Requirements for National Cooperative Contract Page 10 of 26 NATIONAL INTERGOVERNMEN I'AL PC RCHASINO ALLIANCE COMPANY EXHIBITS EXHIBIT B-NATIONAL IPA ADMINISTRATION AGREEMENT,EXAMPLE THE POSSIBILITY OF SUCH DAMAGES. 1k„_1 Nt I PI AS UIIII Id44 hI 1W W1)11) IR! I I I I S /Vilrld MI Nil Av10,OR 4N 'resisted n ONDI R ISSl I I-II bl'('VDI Ii SI VI'I 11'R HI RI.IIY U V1AIkl', AI 1. UIIII(R ......... ........ .,..,, ,, ,,,,, ,,,,,,,,, .... _. .... VlARKAN1115;_dlftl ll ltt Xl"RCSSt)R liN9PLIED.INC'L L;UINC 13l CMilt 11411fED CO.ANY RAN] MRAI VI'Y OU ..i Wit Sx, 10K 'S, V%Rd-I01t Ad rfrAItM1irl.r;l} 0I"1,6's IN1RIN('i'b11N1 . UR U6, RFlftllt( fit f11111 ) I'AIt7Y SI R.L IC Y 's OR P17l)iHlt f5 I711 AP01Rt ONIAIVI DIN iHl';P.IRA(ik AI'II It01r �tJV Al 11CI Till II IYNY;f)Ih'�0' thhPIY 9�IVIY PROVIDI 1711'Y ,1 iAI t)I lA7 — TERM OF ACREEMENT;TERMINATION IQ, This Agreement shall be in effect so long as the Master Agreement remains in effect, _ provided,however,that the provisions of Sections 3 and 14-23,hereof and the indemnifealions commented[PBsl up+ i bees., . n qrM IlipriN;J9urry rI (ail+g(,jid1,afforded by the Supplier to National IPA in the Master Agreement,to the ooiamd y _' extent such provisions survive any expiration or termination of the Master Agreement,shall Survive the expiration or termination of this Agrccment. V I. Suppliers failure to maintain its covenants and commitments contained in this -Deteied r Agreement or any action ofthe Supplier which gives rise to aright by Principal Procurement Agency to terminate the Master Agreement shall constitute a material breach of this Agreement and if not cared within thirty(30)days of written notice to Supplier shall be deemed a cause for termination or this Agreement at National IPA's sole discretion. Notwithstanding anything contained herein to the contrary,this Agreement shall terminate on die date or the termination or expiration of the Master Agreement. NA]ZONAL YROMO'I'[ON I d. National IPA and Supplier shall publicize and promote the availability of the Master Daieted e Agreement's products and services to Public Agencies and such agencies'employees. Supplier shall require each Public Agency to register its participation in the National IPA program by either registering on the National IPA website, wKve nruiylrrq�,iTlr irl(g, or executing a Master Intergovernmental Cooperative Purchasing Agreement prior to processing the Participating Public Agency's first sales order. Upon request,Supplier shall make available to interested Public Agencies a copy of the Master Agreement and such price HAS or quotes as may be necessary for such Public Agencies to evaluate potential purchases. Supplier shall provide such marketing and administrative support as set forth in the 'Deleted I i solicitation resulting in the Master Agreement, including assisting in development of marketing materials as reasonably requested by Principal Procurement Agency and National IPA.Supplier shall be responsible for obtaining permission or license of use and payment of any license fees for all content and images Supplier provides to National IPA or posts on the National IPA website.Supplier shall indemnify, defend and hold harmless National IPA for use of all such content and images including copyright infringement claims. Supplier and National IPA each hereby grant to the other Acquirements for National Cooperative Contract Page I I of 26 NA'I ZONAL IN ERGOVEmN MEN TAL PLRCHASING ALLIANCE COMPANY EXHIBLIS EXHIBIT B-NATIONAL IPA ADMINISTRATION AGREEMENT,EXAMPLE party a limited,revocable,non-transferable, non-sublicensable right to use such party's logo (each, the "Logo')solely for use in marketing the Master Agreement. Fach party shall provide the other party with the standard terms of use of such party's Logo, and such party shall comply with such forms in all material respects. Both parties shall obtain approval from the other party prior to use of such party's Logo. Notwithstanding the foregoing,the parties understand and agree that except as provided herein neither party shall have any right, title or interest in the other party's Logo. Upon term(nation of this Agreement,each party shall immediately cease use of the other party's Logo. ABMINISTRAI IN F,FEE,,REPORTING& PAYMENT I a. An "Administrative Fee"shall be defined and due to National IPA from Supplier in _ 'Deleted the amount of_ percent( %)("Administrative Fee Percentage")multiplied by the total purchase amount paid to Supplier,less refunds,credits on returns,rebates and discounts,for the sale of products and/or services to Principal Procurement Agency and Participating Public Agencies pursuant to the Master Agreement (as amended from time to time and including any renewal thereof) ("Contract Sales"). From time to lime the patties may mutually agree in writing to a lower Administrative Fee Percentage for a specifically identified Participating Public Agency's Contract Sales. I�. Supplier shall provide National IPA with an electronic accounting report monthly, in 'Deleted a the format prescribed by National IPA,summarizing all Contract Sales for each calendar month. hhe Contract Sales reporting format is provided as Exhibit C("Contract Sales Report"),attached hereto and incorporated herein by reference. Contract Sales Reports for each calendar month shall be provided by Supplier to National IPA by the 10"day of the following month. Failure to provide a Contract Sales Report within the time and manner specified herein shall constitute a material breach of this Agreement and if not cured within thirty(30)daysol written notice to Supplier shall be deemed a cause for termination of the Master Agreement,at Principal Procurement Agency's sole discretion, and/or this Agreement,at National IPA's sole discretion. 1,Administrative Fee payments are to be paid by Supplier to National IPA at the frequency Deleted d and on the due date stated in Section 13,above,for Supplier's submission of corresponding Contract Sales Reports. Administrative Fee payments are to be made via Automated Clearing House(ACH) to the National IPA designated financial institution identified in );;`xlub'i"d17. Failure to provide a payment of the Administrative Fee within the time and manner specified herein shall constitute a material breach ofthis Agreement and ifnorcured within thirty (30)days of written notice to Supplier shall be deemed a cause fortenninalion of the Mastcr Agrccmcm,at Principal Procurement Agency's sole discretion,and/or this Agreement,atNational IPA's sole discretion.All Administrative Fees not paid when due shall hear interest at a rate equal to the lesser of one and one-half percent(1 1/2%)per month or the maximum rate permitted by law until paid in full. h Supplier shall maintain an accounting of all purchases made by Participating Public Deleted Agencies under the Master Agreement. National IPA, or its designee, in National IPA's sole discretion, reserves the right to compare Participating Public Agency records with Contract Sales Reports submitted by Supplier for a period of four(4)years from the date National IPA receives such report. In addition, National IPA may engage a third party to conduct an independent audit of Supplier's monthly reports N Lion al 115A mft i giiA ,i ro .1119n_Siopjfll r hr Film elm{ n h-nil vhior l Sujppj ,r untl,lr y(I int P'ttu alUd 10 u.muluic(lygclr aurlu,ipne,elm}e„)IcnlL r ieal In the event of such an audit,Supplier shall provide all materials reasonably requested relating to such Requirements for National Cooperative Contract Page 12o1'26 NA IONA L.IN I'ERGOVERNNIEN IAL 1'E RCHASIN'G ALLIANCE.COMPANY EXIIIBI"IS EXIIIHII'B-N A"I ZONAL IPA ADMINIS'IRA'I ION AGREEMENT,EXANIPLE audit by National IPA at the location designated by National IPA. In the event an underreporting of Contract Sales and a resulting underpayment of Administrative Fees is revealed,National IPA will notify the Supplier in writing. Supplier will have thirty (30) days from the date of such notice to resolve the discrepancy to National IPA's reasonable satisfaction, including payment oh any Administrative Fees due and owing,together with interest thereon in accordance with Section 1�,and bell r reimbursement of National IPA's costs and expenses related to such audit. GENERAL PROVISIONS 16. ['his Agreement,the Mastcr Agreement and the exhibits referenced herein supersede any and all other agreements,either oral or in writing,between the parties hereto with respect to the subject matter hereto and no other agreement,statement,er promise relating to the subject matter of this Agreement which is not contained or incorporated herein shall be valid or binding. In the event of any conflict between the provisions of this Agreement and the Master Agreement, as between National TPA and Supplier,the provisions of this Agreement shall prevail, j commented[Rent N I ee t d,dnw a m„<oh be A n, ([ )be nere be tM1 desire ohombee lernii and it foe me d Clem, It1 M1 eogr ,Idsine de this 17. If any action at law or in equity is brought to enforce or interpret the provisions of This ;avxemeau Agreement or to recover any Administrative Fee and accrued interest, the prevailing party shall be a W, .lI m dd,� entitled to reasonable attomey'a fees and costs in addition to any other relief to which it may be 7 mim Agieeinm Wn W,OW,1,edtroneol mo entitled. F,� 18, This Agreement and National IPA's rights and obligations hereunder may be assigned at to an afllliale of National IPA,any purchaser of any or all or substantially all of the Deleted Nee il IY+s,oi� assets of National IPA,or the successor entity as a result of a merger,reorganization, consolidation,conversion or change of con(rol,whcthcr by operation oClaw orpthcrwisc a fli ' Deleted b;upi)I'i _ "{ t xniiiindd. Supplier may not assign e�t• rr oR4h a rxeu vn m aatlucpti, hall nn0 b+. lno�,i,un.tb _ its obligations hereunder without the prior written consent of National IPA a Irnrlt Lill uurnt Ire tuntr,lwhon.hnlmt h+edlJ.lyzlll \lbm lrtl.o¢tdliui IF Ip7,l e—uotr.1 onht,t panty ul);Iv .L"yrut Ipur, i,Il,,outti 1pk m u,uupua ,.,ru knrt`inl.dntm Ur o nw°or;,p;r envr!nlyd,li ut uv eclu nlaT jr nth,t,,jo idI told o, ox,vt,i., 19. All written eonmmunications given hereunder shall be delivered by first-class mail, postage prepaid,or overnight delivery on receipt to the addresses as set forth below. A. National Intergovernmental Purchasing Alliance Company National IPA Alto:President 2555 Meridian Blvd Suite 300 Franklin,IN 37067 B. Supplier u')OlRnid mi }tclluc ',rmirt"ut NJ 058"d Requirements for National Cooperative Contract Page 13 of26 NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXHIBIT IT NATIONAL IPA ADMINISTRATION AGREE,ME.N'1',EXAMPLE. 20. If any provision of this Agreement shall be deemed to be,or shall in fact be, illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid,inoperative or unenforceable to any extent whatever,and this Agreement will be construed by limiting or invalidating such provision to the minimum extent necessary to make such provision valid,legal and enforceable. 21. This Agreement may not be amended,changed,modified,or altered without the prior written consent of the parties hereto, and no provision of this Agreement may be discharged or waived, except by a writing signed by the parties. A waiver of any particular provision will not be deemed a waiver of any other provision,nor will a waiver given on one occasion be deemed to apply to any other occasion. 22. This Agreement shall inure to the benefit of and shall be binding upon National IPA, the Supplier and any respective successor and assign thereto; subject, however, to the limitations contained herein. 23. 'phis Agreement will be construed under and governed by the laws of the Stale of Delaware, excluding its conflicts of law provisions and any action arising out of or related to this Agreement shall be commenced solely and exclusively in the state or federal courts in Williamson County Tennessee. 24. This Agreement may be executed in counterparts,each ofwhich is an original but all of which,together,shall constitute but one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile, or by .pdf or similar electronic transmission, will constitute effective execution and delivery of this Agreement as to the parties end may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile,or by_pdf or similarciccoonic transmission,will be deemed to be their original signatures for any purpose whatsoever, Authorized Signature,Supplier NAIIONAL IN'fERGOVERNMENTAL PURCHASING ALIAANCI:COMPANY _................._— ____..... ......... __.._._._........... .... ...... ,.,, .... Signelum Siynalute �...._............. ........ ._._. Ward11 Bmwa Name Name ......-. . ChiefOoeratine,Officer Date Date Requirements for National Cooperative Contract Page 14of2b NATIONAL I.NTERGOVER_NMENTALPURC RASING ALLIANCE COMPANY EXHIBI IS EXRUMT C—NA'I IONAL IPA MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREF,MEN"I,EXAMPLE ,'y14�'Fjsjj IN"FPR 'oVF[ N VI EN FA O COCIP'P RATIWl"PI VRIIIASI NI AC RP"E MEN'r this Master Intergovernmental Cooperative Purchasing Agreement(this"Qyn e n ni ')is entered into by and between those certain govemnWnl agencies that execute a Principal Procurement Agency Certificate ("Prinrinal Proeurefli Apenthes") with National Intergovernmental Purchasing Alliance Company (" autuaW 1P.1"') to be appended and made a part hereof and such other public agencies ("I'a rtictnsutllnn Pnhlie Arrenctrs") who register to participate in the cooperative purchasing programs administered by National IPA and its affiliates and subsidiaries(collectively,the" „) by either registering on a National IPA Party,website(such as suvny,ry,naw,elr+g,,g,tylgy,or by executing a copy of this Agreement RECITALS WHEREAS, after a competitive solicitation and selection process by Principal Procurcmcut Agencies,a number ch'suppliers have entered true"Masker 4UZcl;ujcxij4" (herein so celled)to provide a vaeicty of goads,products and services r'Products")to the applicable Principal Procurement Agency and the Participating Public Agencies; WHEREAS,Master Agreements are made available by Principal Precurcmcnt Agencies through the National IPA Parties and provide that Participating Public Agencies may purchase Products on the same term,,conditions and pricing as the Principal Procurement Agency,subject to anv applicable federal and/or local purchasing ordinances and the Taws of the State oCpurehase,and WHEREAS,in addition to Master Agreements,the National 113A Parties may form time to time offer Participating Public Agencies the opportunity to acquire Products through other group purchasing agreements NOW,"THEREFORE, in consideration of the mutual promises contained in this Agreement,and of the mutual benefits to result,the parties hereby agree as follows. I. Each party will Facilitate the cooperative procurement of Products 2, The Participating Public Agencies shall procure Products In accordance with and subject to the relevant federal, state and local statutes, ordinances, rules and regulations that govern Participating Public Agency s procurement practices. the Participating Public Agencies hereby acknowledge and agree that it is the intent of the parties that all provisions of this Agreement and that Principal Procurement Agencies participation in the program described herein comply with all applicable laws, including but not limited to the requirements of 42 C,F.R § 1001.952(h), as may be amended from time to time The Participating Public Agencies further acknowledge and agree that they are solely responsible for their compliance with all applicable "safe harbor" regulations, including but net limited to any and all obligations to fully and accurately report discounts and incentives }. 'Thu Participating Public Agency represents and warrants that the Participating Public Agency is not a hospital and is not purchasing Products on behalf of hospital. Requirements for National Cooperative Contract Page 15 of 26 NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXHIBIT C-.NATIONAL IPA MASTER INT ERGOVERNMEN'I AL COPERA T IVE PURCHASING AGREEMENT,EXAMPLE 4. The cooperative use of Master Agreements shall be in accordance with the terms and conditions ofthe Master Agreements,except as modification of those tcnm and conditions is otherwise required by applicable federal,stale or local law. 5. The Principal Procurement Agencies will make available, upon reasonable request,Master Agreement information which may assist in improving the procurement of Products by the Participating Public Agencies. 6. The Participating Public Agency agrees the National lPA Parties may provide access to group purchasing organization ("GPO") agreements directly or indirectly by enrolling the Participating Public Agency in another GPO's purchasing program,including but not limited to Vizient Source, LLC, Provista, Inc. and other National IPA affiliates and subsidiaries, provided the purchase of Products through a National IPA Party or any okarGPO shall be at the Participating Public Agency's sole discretion. 7. The Participating Public Agencies(each a"Ming Puriv')that procure Products through any Master Agrcmncut or GPO Product supply agreement(each a"(;PO CQRlraet')will make timely payments to the,(cscllor L" a")for Products received in accordance with Deleted d d i idsr the terms unit conditions Of the Master Agreement orGPO Contract,as applicable.Payment De ered a�n eh, Car Products and inspections and acceptance of Products ordered by the Procuring Party shall be the exclusive obligation of Such Procuring Party,Disputes between Procuring Party and any Supplier shall be resolved in accordance with the law and venue rules of the State of Purchase unless otherwise agreed to by the Procuring Party and Supplier. 9 the Procuring Party shall not use this Agreement as a method for obtaining additional concessions or reduced prices for similar products or services 9. 'The Procuring Party, shall be responsible for the ordering of Products under this Agreement. A non-procuring party shall not be liable in any fashion for any violation by a Procuring Party,and,to the extent permitted by applicable law, the Procuring Party shall hold non- Procuring party harmless from any liability that may arise from the acts or emissions of the Procuring Party, 10. WI"IHOUI LIMITING THE GENERALITY OF THE FOR LGOING, THE NATIONAL 1PA PAR"IIE.S EXPRESSLY DISCLAIM ALL F.XPRFSS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING ANY PRODUCT, MASTER AGRLEMEN I AND GPO CON RAC I ` a YAi (rl I f III,.,,PAR'I IL,S SIIALLf3E LIABLE Daletad Toe rvan nd1 n a t ,. -- ........... . ..... .... ..mi IN ANY WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL' Deleted.Not EXEMPLARY,PUNITIVE,OR RELIANCE DAMAGES, EVEN IF THE PARTIES ARF. Deleted:NtrION tLlvv ADVISEDOP II IE POSSIBILITY OF SUCH DAMAGES.FURTIIER,TIIEPROCURING PARIY ACKNOWLEDGES AND AGREES THAT i NATIONAL. IPA PAR'III.S SHALL IIAVL NO LIABILITY FOR ANY ACT OR OMISSION BY A SUPPLIER OR OTHER PARTY UNDF,R A MASTER AGREEMENT OR GPO CONTRACT, Requirements For National Cooperative Contract Page 16 of 26 NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXHIBIT C-NATIONAL IPA MASTER INTERGOVERNMENTAL COPERATIVE PURCHASING AGREEMENT,EXAMPLE I I This Agreement shall remain in effect until termination by a party giving thirty (30)days' written notice to the other party.The provisions of Paragraphs 6- 10 hereofshall survive any such termination. I1 Phis Al.,ruement shall lake eifeca upon(tl exc,nition of the Principal Procurement Aperuy Ccd,flcatc w ri)the.ecV isuat[ou on a Plaaianai CPA Petty website or the execution of thr3 Agracincrcu by a Participating,Public Agerwy,as applicable. Requirements for National Cooperative Contract Page 17 of 26 NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXHIBIT O-NATIONAL IPA PRINCIPAL PROCUREMENT AGENCY CERTIFICATE,EXAMPLE h yK 11 Au.PRID4 I IzI:rIl:n r AGENCY c ,RTIFICA 11 In its capacity as a Principal Procurement Agency (as defined below) for National Intergovernmental Purchasing Alliance Company ("National IPA"), )NAMIz Or- PPA] agrees to pursue Master Agreements for Products as specified in the attached Exhibits to this Principal Procurement Agency Certificate. I hereby acknowledge, in my capacity as _of and on behalf of [NAME 01"J`PA] ("Principal Procurement Agency"), that I have read and hereby agree to the general terms and conditions set forth in the attached Master Intergovernmental Cooperative Purchasing Agreement regulating the use of the Master Agreements mid purchase of Products that from tiow to time are made available by Principal Procurement Agencies to Participating Public Ag,encics nationwide through National IPA. I understand that the purchase of one or more Products under the provisions of the Master Intergovernmental Cooperative Purchasing Agreemmid is at the sole and complou discretion of the Participating Public Agency, Authorized Signature,JPRINCIPAh PRO(i,IREMI N'I`A.(31%NCYI Signature ...................._..........._...._........_............ Name 1'iflc Date Requirements for National Cooperative Contract Page 18 of 26 NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXIIIBII E—NATIONAL IPA CONTRACT SALES REPORTING TEMPLATE NNIIONAF IN I LRGOVERNMEWAL PORMASINC.AI LGNCF COMMA W FXHIl FXHIPRC-NA ODVoAPACONTRACI'SALESREPONILNG IE\R'LUL (m MicmmR L-1fm Q National IPA Contract Sales Monthly Report Supplier Nanm Contact Sales Report Month .. Contract hD Pa�9[µlA is AgengP 1lnnnae'�Ovn F iillcl�e0 IA OIre l 1 11"Iw Al rli F i3 Nleiryfkr '+di,— CIA EIaLn 1p Cule by NA 'I C Cr Fe PA Iv10 p plh lRl e°/ ' 1 ree.5 M�>sJai to y'°IoJ ....................... ..... ........ .____ _ .. .................. ,,,,....,.,.,.,.,..._>.. ,,,,,-- ., ... ........ c��l�e�ceeo-a�o saX� Requirements for National Cooperative Contract Page 19 of 26 NATIONAL INTERGOVERNMENTALPURCHASING ALLIANCE COMPANY EXHIDI'I's EXHIBIT F-NATIONAL IPA ADVERTISING COMPLIANCE REQUIREMENT l ruertln e_r retete'w,'l 'r cbd l btrut Crz.reds Onbo,R,,i dStore ws Chap,,291220,the follo.virg public egz...... peGfical aubd ..ollhcrefervecd publle a, cdi,hl.to,fwLrwi lh 1latoeel IPA wtd esthe. Rt,Aer ALeeem l 1.11A aAU am-r l ltl&pursr:e l t It voliu lotion i ld sre hereby Eiver notice of the fo-going recueal FD, pmtosula foe Puryosen of complying with Fha procedural a..... nts of said sW arcs: NfPGIG&WIL{'. St tf nhbSict IR YI t f41 - a Sree CN UI Stt, fS d Dk [ _ SI to nFNak Stet rf ld.he � Sl ne nl�M rho Set ntiAew Ynrk St,re oF[ vve 4lela 7n71e ie 00 1 Ill a � �e Stare>f Ri mesols $late ol'Noeth Cawhna 31nm ol'Cuaa Slelaofgrk Cixl gl lri v. Si fl rlMssivFl Fhl IV,th Dt4nl Nl11Mlpah FI t rfF.T _ I 9rnle nll9wa s L—'W '-����n ptAtr�l(lhr 917 �f Vu7nnnL 4ml<.of�Lolorudo Ste[ of Kae 5[a Fe of Moe ter Sm[ of Flktril�oma' Slaty ofV coma SteF o1C... F t t t IF cicv SlateoF Ncbv k Stat f 0 Uc e St w, W"f t . .,......... SL, ert,.1., _... .. . ... ...... ..._. State ol'Delaware 9latn of Louisiana 9Fwe oCNevada Slate oFYnmrylvenla Smm oFWen cLieliI r11 .....__.. Sh to of 6 lu du Stul.. f Mame SW[eol lVcw ll aure tita l. flit otla Island Mat Stale oCU .o $¢le,A G,,is SiOe ,I N1avla,d t Sta,,o6cw Jcrsav R,v,CffSrwh bad tA SFum of Vrvo nvr I w,ol poGliels bd, , and looe er l go, *rrets at the rul ..delates/ 1_tl nny h nd t" e fouat Iln „"s-w..�u ryl,fa,�4su�,msR_1�rct�rr,Nlsllend➢uux ul �I�.0 wl e.�B,a,tl�,lerlul lr,nia. "Sovale blie k r urd potu ,l rb'h.sors ldfl,,v hia L- tedEy Lt. LaUiLes that C l.mrpeitkn among roof vredeeP f 6 I,env4l tyonlyeE lF �rof ifdinsicig ccj,,aUve [farviled by c,01, Taloral Associations CertuN Public Agencies mid Political Suhdlvisiors. 5 n ups,"I'w%R q'ELY.A4>P4 AAIb BORONGUN CIIY OI'IFDFIFNDEN'CE,OR INCLUDING PUT NO'I LIMI'CED'10: Cl IY AND C.OUN'IY OF DONOLL'LO,HI BAKER CITY GOLF COURSE;OR CICY OF KENNER,LA CCCY Of A[)At It VILLAOfi,OR Cl 1Y OF LA GRANDE,OR CI-R'OF AS11LARUIt CCCY OF LAIAYEFCE,LA CITY OF AUMSVILLF,OR Cl CY OF LAKE CDARLES,OR COI F ON AURORA,OR CCIY OF 1 EDANON,OR C1ITY OF RAKER,OR CI I Y OF MCMINN V LLl I Olt CfCY OF BATON ROUGE,LA CfCY OF MEDPORD_OR CCCY OF DEAVERION,OR CfCY OF ME IAIRIE,LA CITY OF DF V 1),Olt CI 1'Y(JI'M[LI.CRY,(IIi CCCY OF DOARDMAN_OR CfCY OF MILWAUKIC OR CITY OF'BONAN'AIA,OK CITY OF MONROE,LA ( TY UPBOSORRCCIY,1A CIIYOFMOSIEFF'OR CIIY OF BROOKINGS,OR CCCY Of NEW ORLEANS,Let Cf I Y OF BURNS'OR CCIY OFNOR-fli PLAINS,OR CITY OF CARRY,OR CI"FY OFOREGON CL'CY.OR CIIY OF CANYONV LLLE,OR. CCCY OF PILOT ROCK,OR CI CY OI CLAI S'KANI E,Olt C I IY OP FOR I LAIRD,OR CfCY OP C ONE RG.OR CfCY OF POWPFEf,01t Of OF'CONDON,OR Cl CY OF'PRINEVILI.E,OR CfCY OF COQUILLE,OR CLTY OF REDMOND,OR CCIY OF CORVALLI,OR CfCY OF RFLDSPORI',OR C CIYOF CORVA LLN PAR KS AND RECRHA F[DO CfCY OF RIDDI.B,OR DI-PAR I OF NI,Olt CI'I Y OF ROCA I It1VElt,OB CITY OF CIO'CIAGE.GROVE,OR CITY OF ROSFDCItC,OR CITY 01'DONALD,OR Cl I V OF SAFFM,OR CITY OF IiUOFNE,OR CIIY OF SANITY,OR CCIY OF FOREST'GROVE,OR CITY OF SCA PPOOSR,OR C'Il y CA,GOLD HILL,OR CI I Y 01 FA ADY CM L,OR CITY OF GRANTS PASS,OR C'I'1'Y OF S HFItWOOD.OR CIIY OF GRESHAM,OR CITY OP SARFVFPORC,I Cf IY OI'1ULLSBOR0,Olt CITY OF SILVERCON,OR Requirements for National Cooperative Contract Pagc 20 o 126 (,IIY OF 9PRINGFIFLD,OR FI'Mo,I)I CFIV OFS'T HIlLPNS,OR RLSINORP.,UT CIIY OA'RI'.FAUL,OR HAW OOD,UI' CIIY OI*SULPHUR,I A EMFJAI',CT CIIY OF IGIUM,OR PTOCJf,UT CH OF'I MAT I DALE,OR RN FRPRISA,If I CIIY OF'I'UALA IIN,OR EPHRAIM,UT CIIY 01 VOU El{,LA I SCALANl1,,Ur CITY OF WARREN'TON,OR PIIRHKA.Of CHY OF VHS"I I INN,OR F'AIRFIELD,❑'I CITY OF W ILSONVIA LE,OR PAIRVIE W,U'r CITY OP WIN"ITON,OR FARMINUD INT U'r CITY OP WOODBURN OR F'ARR WPST,UP LEAGUE OF ORI UON Of FAYEI'IF, III III CrIY 01'HAVPY VALLEY OREGON I ERRON,UT ALPITSL,,UT PIFLIfIN43,UT ALIA,UI I LAMORG,UI AT IAMOIlI'I,I,I FOUNTAIN ORGAN,IT A1,1 UT FRANCI S,UT AMALGA,U'I I KIM HEIGHTS,ITT AST RICAN PORE:C A Y,U'I GARDEN CI I Y,UT ANNARPLLA,UI GARLAN3,IN AN'HMONY,U'I' GFNOI.A,U'I APPLE VALLEY,U I OLRNpAE,IT I AURORA,I'I GAEN W OOD,(I I' FIAT LART) III GOSHEN,I)'I HEAR RIVER CITY,UT GRAN ISV ILT.P,UT DEAVER,11 I' OR.FEN RIVER,U'I HICKNHAL,U I GUNNISONI,UT Fit(;WA rrs{LIT HANKSV ILLE,UT' BLANDIVG,UI HARRISVTLLF❑'I BLUFI DALE,If' HA I CH,IT I' HOIILDI K,UI HUriR CIIY CORPORA I ON,U I CIIY OF HOUNT'IFUI.,LIT' HITI'PT' ,UT' BRIAN HEAD,UT' HECBFER,U' HRIGHAM C I Y COICORA'I'ION,U'I HENRIFVILLH,IT I' ER YCE CANYON CHY,U'I HERRIMAN,IT I' C ANNONVJLLF III mofoul,❑'I ('AS ILP DALP,IIT' HIGHLAND,UT CASTLEVAT Lt,ITI HILDALE,UI' CITY OFCHDAR CIIY,AT THNCKLEY,(I'I CEDAR tt}R:r,CT HOLMN,IT CITY Of CEDAR MIT S,VI HOLLADAY,UT t EhI'IERFIF I),IT' HONHYVIL L),UT CGN NERVILI E CIIY CORPORA HOP,UI HOOPER,U'I' C'JCN IRA L VALLEY,IT IIOWELL,UT CHARGE S'TON,UC HUNTTNGT'ON,U'I C IRCLEVILI L, A H IN"ISVHA H,If'I' C LARKNI'ON,UT cn Y O5I IURRIC'ArO.,UT CLAWSON,U'I HYPH PARK,❑'I At,]ART JEI D,L'T HYRUM,UT C11FVHLAND,UT INN]M NDCN(q U I CLINION CI"IY CORPORATION,UT IVINS'❑'r COAIVIL LB,III JOSEPH,UI CORINNI UT JUNOI ION,Ul (:ORNISH,1)1 KAMAS,U'I' CO'I"IONWOOD HFJGH'I'S,I;I RADAR,A DANIEL,UI' KANARRAVII LE,Of DFLIYA Cl' KANO511,UT DI WRYVILLP,Ur 1KAYSVTLLG,UT DRAPERCHY,UI' IKINGSION,IT I DIM HSNE,LT KOOSHARLIM,ITT TAUT,M01INTAIN.U T' IAK F TOWN,UI' LAST CARBOA,I)I' LAVHRKIN,U'r ELK RIDGE,U T' LAY'I'ON,IT I' Acquirements for National Cooperative Contract Page 21 or26 i I LAMINGI'ON,UT RICHFIHLD,(I I LEEDC',IJT RICHMOND,U'I L IIII CITY CORPORA'I ION,UT RIV ERDALE,IT I [A-VAN,UT RIVER UEIGH'Rl,IT LC WISTON,IT I RIVER I ON CITY,01 UNDON,I,11' ROCKV ILLE,U'I LOA,ITT ROCKY RIDI I,I' I OUAN(JITY.UT t OOSF.V EL I CI I Y CORPORA rON,UT IYMAN,UT ROY,UT LYNN'DYT.,(i'I' RUM)VALLEY,UT MANILA,IT I CITY DEBT GEOR.(:E,U'I MAN'T'I,I)'r SALCM,C I' MANTUA,UT SALIN'A,UI MAP7,1i ON,ITT SALT LAKECITYC0RRORAN0NUT MARRIOI I F,LA'I'I1RVH.LR,U'I' SANDY,UI SIARYSVALE,U'I SAN'DA CLARA.III MAYI,IliLD,U I SAN'I'AOUIIN U'I MEADOW, N SARA'IOGA SPRMGS,UT MENDON,Ur SCIPi0,UT MIDVALE Cl IY IN( IJT F,COPTELD,U'r MIDWAY,UT SIGURD,III MI LFORD,U'I MIST IIIFINX),UT MILLV ITL,TIT SNOWVII.I.F.LN MINERSVHJ F,UT CITY OP SOUTH JORDAN,UT' MOAB,(If SOUTH OGUCN,Ill MONA,UI CITY Of SOUTH SAL,ILAKI,U'I MOM1i ROE,I T SOU I W EBEIV IT I CITY OP MON OCECLO,UI S RAhMSII PORK,U I MORGAN,U'I' SPRT4;CITY,UT' MORONI,I,I SPRINGDALP,UI' MOUNT PLEASAN'T',L'T SPRINCVIi.LU Ill' MURRAYCITY CORPORATIONN UT SI'PRIAN0,U1 M Y ION,UI' S T'OCk ION,U'I' SAPLFS,UI' S,UNNYSIDF UT 11E11111,ITT V[I%Sk T'COPY CORP,UT NFW HARMONY,U'I SYRACUSE,UI NEWTON,UT TABIONA,ITT N1BLEY,UT CITY OP TAYLQRSVILI,I CPC NOR If LOGAN,UT "I'OOELE CI'['Y(ORPORA'rtON,UT M)R11I OLDEN,I'r I OQu ERVILLC,UT NORTH SALT LAKE.CITY,UT 'RIRREY,UT' OAK CCI'Y,IT I I RPMON'rON At I Y,IT I OAKLFY,Cr TRLNION,III OLDENCITYCORPOIUArION,UI' TRC)?T(,UT OPHTR,if UINTAIT,III ORANGEVILLIE,IT VERNAL CITY,IJT ORDERVILLE.,Lrt VFRNON,UT OREM,U"I VINEYARD,U'r PANGUI'IS IL UT VIRGIN,ITT PARADISF,UT W AI P1,UT PARA(;UNAf 1,tl I' W ALL SBURG,UT PARK IITV U'I WASHING]ON CI TY,UT PAROWAN,UI WA9H iARN0N'IFRRAC E,IT PAYSON,I t I WELLINGTON,U I' PERTLY,U'I VJIILISV H I E,U'r PLAIN CITY,UT WENDGVFR,UC PLEASANT GROVE CITY,UT' WEST BOOFTIFUL,❑T' PLEASANT'VI EA t.'T W EST HA V FN.TIT' PLYMOU 111,IT I W EST JORDAN,U"I PORTAGE,UT' WESTPOINT, A PRICE,ITI WEST VALLEY CITY,UI PROVIDENCE,U'I WILLARD,hl P IROVO,UT' WOODLAND HILLS,UT RANDOLPH,UI WOODRUFF,UT JUDMOND,UI WOODS CROSS,UT Requirements for National Cooperativc Contract Page 22 of 26 TILIAMOOK COUNT Y SIILRIFF"S OFFICE,Olt E'UIIN'1'GKH A4l'l PrAB{811FS INC46!IkINKJ HI U T'(J"I', 1111 AMOOK I UUN'IY GENF RAI.HOSPITAL,Oft LIMI'FE;a'U(D: UMA'IILLA COUNTY,OR ASCENSION PARISH,LA UNfON COUNTY,OR AFIC FNS I AN PA RI SEE,LA,CLEAR GFCODR'I W A LLOWA C OUN'IY,OR CADDO PARIS[[,LA WA5CO COUNTY,Oft CALCASIEL PARISH,LA WASHIN'G'ION COUNTY,()It CAI CAS I BU PAR I;H S If RIF F S OII][:E,LA WLST BATON RO❑GB PARISH,LA (I'I'F AND COUNTY OF HGNOLUI,U,II I WHEELER CQUN"IY,OR CLA(KAM AS COUN'[Y,OR YAM[IILL COUNTY,OR. (LA(CKAMAS COUNTY DEPI'OF FRANSPOR'FA'FION, CWN'I V OF BOX I DI R,IJI' OR COUNTY OF CACHE,,111 CLA'ISOP COUNTY,OR COU NTY OF RICH,UT WLUIMBIA COLO11`F,OR COUNTY OF WLfIBR,UT (00%CI I Y,OR COUNTY(S MOROATV,UT COOS COUNT V HIGHWAY DI VAR I MI 1,Oft ('QUN'IVOF DAVTS,11'I COUNTY OF FIAWAII,OP. COUNTY OF GUMMl'I'.UT CROOK COUNTY,OR FOUNIY OF DAQCLII',UI (ROOK COIIN'IY ROAD UBI'A RTMBN''I,UR COUN'TYOFSAL'ILAKRJA CURRY COUNTY,OR COUNTY OF 100FI.F,C'I DeMCHU'CP.S COUNTY,OR. 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SAINT'M A]LY PARISH RTCDIS'IRIC'1'2 LANE COUNTY SCHOOL DISI'RIC IA SAINT'MARY PARISH REC DISTRICTS I MCOLN COUNT Y SCHOOL DO FTC'I SAINT AMMANYHRFDISTRICT4,LA 1ANNCOSCIKWI,DISTN5C SALEMIetASS'TRANSI'IDIS'IRTC'r LIVINGS'ION PARISH SCHOOL DAN RIC]' SEWLIRACA AND WA HR BOARD OF NEW ORLFANS, LOSIRi/1-RAWSRIMMISCHOOI. 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CASCADES ACAMMY OE CEt I'RALORFUON ORBGON TRAIL.SCHOOL DISTRICT NOA6 my rFRN1AI.SCHOOL AM RKr OM FANS PARISH SCHD01.DMIRWI' CFN'1'TAI,CA'I'HOLIC HIGH SCHOOL PHOENIX-TALEIV'TSTHOOLDISTRICT NOA CGN I R.AL POINI SCHOOL DIS I RIC I SO 6 PLEASAV'T BILL SCHOOL HIS CEN'IItAI.S(HOOL DISTRICT UJ PORII AND JEWISHACADEMY COOS BAT'SCHOOL.DISTRICT NO 9 PORT LAND PUBLIC SCHOOLS CIORVALLIS SCHOOL DIS'1 RIC I SON RAPIDES PARISH SCHOOL DISTRICT COUNTY OF YAMIHLI.TI10O1.DISTRICT 29 REDMOND SC HOOL DO I'INC'I CUT PER SCHOOL DIRT RIC L REYN'OLDS SCHOOL DISTRICT Requirements for National Cooperative Contract Page 24 of 26 ROGUE RIVER SCHOOL UK INC I IRON SCHOOL DOI RIC'I',L"I' ROSEBIIRG PUBLIC SCHOOLF, ITISHRIC EARLY COLLEGE HIGH,LII SCAPKMSH SCHOOL DISTRICC IJ JOHN HANCOCK CHARTER SCHOOL,Of SAINT I AM MANY PA[US H SCHO01,BOARD,LA JORDAN DISTRICT,UT SEASIDESCIMCH DISTRICT le JUAB SCHOOL DISTRICT,UT SHERWOOD SCHOOL DISTRICT 88J KANE SCH&M.DO I'RICE,U I' SILVER PALLS SCHOOL DIS IRICP OF 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ACADEMY,UT AMIRICAN LEADERSHIP ACADLMY,Ci T NORM DAMS P IEIARA'IDRY ACADEMY,III' AMERICAN PREPARATORY A('ArR MY,CT NORTH SAMNAL SCHOOL Us RIC T,IT HAeR CANYON HIGH SMOOT,MR"OHS IS NORTH STAR ACADEMY,UI :MEDICAL SCIENCES,❑"T NORTH MUMMI'I'SCHOOL UIS'IRIC"1',[I I HEAR RIVER.CHARIER 5C[TOO[-,UT ODYSSEY CHAR I ER OF LOCH,U'I' BRAVER SO IDOL DISTRICC,UT OCMDEN PREPARA GORY ACADEMY,UT HEN IEFFSCIFNCF&TECHNOLOGY ACADEMY OGDEN SCHOOL DSTRIC T,UI LISIA),UI OPEN CLASSROOM,U'1' BOX ELDER SCHOOL DNS I RIC I UT OPEN HIGH SCHOOL OF U I All,U"I C BA CENTER,UT OQUIRRH MOON N I AIN CILAIR IGI{SCHOOL,❑"I C ACHE SCHOOL DISTRIC T,LJF PARADIGM HIGH SCHOOL,UI CANYON KIM ACADEMY,U'I PARK CITY SCHOOL DISTRICT,UT C ANYONS DO t CC 1,U I PINNACLE CANYON ACADEMY,UI' CARBON SCHOOL DI.STRICI,U T PRE E SCHOOL DIS I CC I.UT C HANNNG ICAI L,U'I PROVIDENCE HAIL,U I CHARTERSCHOOLLEWISACAI)IM) ,CPT PROVO SCHOOL DISTRIC T, IT CITE ACADEMY, 11 OCAIL RUN PNMARYMCHOOL,VI' DAGGEI"I SCHOOL DISTRICT,UT QLhS I ACADEMY,LI I' UAVIPICI ACADEMY,U I' RANCHES ACADEMY,LJ I DAMS DISTRIC"T,UT REAGAN ACADEMY,UC DIKE IMMERSION ACADEMY,U I RENAISSANCE ACADEMY,UI DLICHESNE SCHOOL DISTRICT,UT ROMI M 11001 DISI RICI,UT EARLYUGHTACADEMY AT DAYBREAK.UT ROCK WELL CHNi'CEIL HIGI[SCHO(YL,UI EAST'DOE I.YWOOD HIGH IN 5A T LAKF ARTS ACADF,MY,U'T FDTTHDOWLN LABORAJORY SCIOOI.,UT SALT LAKECSNTERFORSC[ENCI EDUCAHON,UI EMERKWAIAM11 ACADEMY,U'I' SALE LAKE SCHOOL DISTRICT',UT EM EILY SCI[OOL ms TRICT,❑'I AM,I'LACE S01001,FORT UP,PERFORMING AN END HEM ACAADEMY,UT UI ERCELSIOR ACADEMY,Of SAN JUAN SCTIEDE DISTRICT,UT MAST I'ORWARD HIGH,U'I' SHVMR SCROC1.DISTRICT,UT FREEDOM ACADEMY,UT SOLDIER HOLLOW CHARIER SCHOOL,UT GARFIFLD SIPHOOL DISTRICT_U'I SOUTH SANMAI SCHOOL DO I KIM T,Ut GATEWAY PREPARATORY AC ADUAY,UT SOUGH SIOAMCT SCH001,DISTRICT,UT GEORGE WAS[INGTON ACADEMY,UI SPECTRUM ACADEMY,UT GOOD FOUNDATION AC AOFMY,UT SUCCESS ACADEMY,❑'I' GRAND SCHOOL DISTRICT,IT SUCCESS SCHOOL,LIT GRANITE momwI CT SUMMIT ACADEMY,1)1 GUADALUPE SCHOOL UT SUMMTL ACADEMY HIGH SCHOOL,LIT HAWTHORN ACADEMY,OT GYRACUCH All I S ACADEMY,LIT IN'IECH COLLEGE%'IF HIGH SCH001..UT TROMAS PDGUN-NORTH,UI Requirements for National Cooperative Contract l%gc 25 oF26 'T IMPANOGOS ACADEMY,UI SOUTHERN ONECON UNIVERSIIY(OREGON INTO SCHOOL DISTRICT,UI UNIV FRVIYSYSTFM) TOO IT f ECI TOO MIT I Ric I ,II I SOUTH WBS I ANN OKI GON COMMUNITY COLLEGE TLNCAHN HIGH SCHOOL FOR THE PERFORMING 'INTONE UNNFRS L CY ARIS,UJ ILLLAMOOK BAY COMMI NILY(Ol l I GL UFPTAH RIVER HIGH_CT UMPOI A CIOMMU V I Y COLLEGE UIN'CAIT SCHOOL DIS'IRIOI,U'I UNIV MIST I L'OF HAWAII HOARD OF AFGEN"IS LEAH CONN)CIIONS ACADEMY,UI UN I VERS I Y OF'H AWA I I H ON D LULU CO COOLED I'IY UTAH COIN IY AC ADRMY OF SCIENCE,UT ('OLLC(:E U'IA I RI.P.C'IRON IC HI OF SC HOOT,U'C EDIVERSiI'Y OF OPEC K)N-GR A D U A E SC HOOT II FA H SC H 00 LS FOR DEA V h B LI N D,IT UN I V ERSCIY O F'FOR"ILAND LTAH STATE 01 II(Ii OF FDUCA'I'ION,❑'I' UNIVFRMIYOFNEINORLEANS U'IAII VIRI UAL ACADEMY,I T Will,I F R N OltEOON ONIVRRSIIY VEL IUBE ACADEMY,UI WE ILRN S LA I L S CIIINOARAC I[C COLLEGE V ISTA AI S NTRAUA SCHOOL OF F ERFORMINU WILLAMI I I'E UNIVERSITY ARCS AND N-(HNGLOGY_❑'I' XAVIFR IIN IV P RSI'I'V WALDRNSCHOOLOE LIBERAL AILIS,LIT LIlAIt9Y5T].M OF IIIGItER IIDLICAI[ON,UI W AAA ICII FLAK ACADEMY,U'I UNIV MiS IT'Y OF❑'I'A11,LI'C W ASA'I(A I SCHOO L I)I F'IRI CI,L II UTAII S'I AI F I:N I VE IRS I'I'Y,U I' WASUINOIDNSCHOOL DISTRICT,CF WEBERSDVI,UN[VNRSLIYJA CCIAYNFSCHOOL DISTRICT U'I' SUU'IREItKLIIAHCNIVFREII'Y,UI' W FHFR SCHOOL DIS I'RIC'I,IT I' SSO W COLLEW,,UI WGLENMANNSCHOOL 01 DLILOVERY_LI DIXIFS'IAILCOLIL.EGC;tft CO[.LEG E OF FASTERN L"CAFE,LJT HIGHER fiDUCA'I ION IT FAIL VALLEY CNIVFRSI IY,C'I ARGOSY UNIVENSIIY SAL I LAKE COMMUNt'FY COLLEGE,If B,ti IONROU(CCOIIMUNIIYCOlflIGF,LA UTAHCOLIFGE OFAPPLnDILCHNOLOGY,U'I DIR'IHINGWAY COLLEGE OR MIDWIFERY BLUE NIOUN LAIN C OCRET1Y COL LEGS ST'A"IE ACENCW!i UP C,L[iM YOU NCI U NI VI RSIIY IIAWAII ADMIN SERVICES 01L[CI C ENTRAL.OR[GON COMMLNI IY COLLEGE HOARD OF MEDIC Al.EXAMINERS L FENJF.NARYCOLITALI OFLOUNIANA HAWAII CHILD SUPPORE HNFORCEMEN I AGENCY ('IDMRKI IA COMMUNI I A(0111(1[ HAWAII UEPAR.I NIP I,I OF I'RAPISPORI A T ION (I ACKAVIA.'COMM IN]'I'Y(CIA I OF HAWAIII[RAI F[]SYSTEMS(ORPORA'110' COLI.FOE OF MIR MARSHAL L ISLANDS ONFICY01;MEDICAL ASSIS IANCE PROGRAMS COLUMBIA GORGE COMMUNE IY COLLEGE OFFICEOPTHES'IN IT RREAS IRER ('OIL(ORUTA UNIVLiRSI IY ORIIGOS HOPED OF ARC HT GEORGE FOX UNIVHR,`4 CY ORF.GOA'CHILLI DEVE LOPMF:N'I COALITION LSLAMA'ED COLST IY CIOJ LEGS DIS'LAIC'I OREGON DE PAR MEN'I'OF EDUCIALION LANE COMMUNITY COLLEGI( ORF60N DEPARTMENT OF I'ORFSTRY LF WIS AND U AIN C.OLG[kC ORGUON DI P I'OP'IRANSPORTAI[OA LINFIELD COLLEGE ORE<UON DEPI.OF EDUCATION LWN-BENTOPI COMMl1NFCY COLLEGE ORILGONLOI IERY I.OS'FSIANA COLLEGE,1, OREGON OFFFCE OF 17NLRQY LOUESIANA'S IAIF.UNIVFRSI'I'Y OREGON S'I A I I BOARD OF KLRSNG LOUISIANAS'CA'IE UNWILRSII Y III ALI II SI,RVICES OREGON S JAIL UBPI OFCOARECTIONS MARY1,HURS'I'UNIVE RS't'IY OREGON S'TAT E POLICE M'I' HOOD COMMI IIVI'I'Y COO L D,, OREGON TOURISM CON4MtSSION MCI INOMAH BIRIA,COLLEGE OR PODIA IRAVL'L INFORMATION COUNCIL NAT'I ONAL COLLEGE OF NA'CURA L NOT)KANM SAN'CALL CANYON COMMUNICANONCEN]ER NOR"I FIWES'I(ONES TIAN COL IA CI, SLSILI LOCAL 103,OPn IT OREUON IIF.AI:T H AND SCIF NCF UNIVDRSIIY SOH-JUDICIARY CONI'RAC'TS ANO PORCH OREGONINSHIU'll OF"rMCHNOLOGY S'IA'I'EUEPARFMENFOE Dt LPNSE,S'IA'JFOY IOKFGON SI'A'fE LNIVFRSF'IY HAWAII OREGON L;NIV ERSH Y FIYSTF M S'I ATF OF HAFIAI PACIFIC UNIVERSH Y S'IAJE OF HA WAIL,UEPI OF EDCCA'ION PIONEER PACIFIC COLLEGE S IATL OF LOUISIANIA PORI'LASUCUMMUNI'I'Y(01 LFGE S'I'AI'FOFI,OUISIANADFPI OIFDUCIATION POR'ILAND S'IATF UNTVFRSCI Y S'IA)L OF LOUtSIANA,2af°FU DLCtAL Dt5'1ILICI' REND COLLLCO AT TORN RESEARCH CORPORA NON OF PILL U¢LVERSII'Y OF FIAIE OFUTAH HAWAII ROGUE COMMUNITY COLLtF;E SOU'IL[LA6TPJLN LC1UFs[ANA[1N1 VGRSI'IY Requirements for National Cooperative Contract page 26 of 26 NOTICE OF SOLICITATION SOLICITATION#2018011 September 20,2017 REQUEST F R PROPOSAL FOR: INFORMATION TECHNOLOGY SOLUTIONS&SERVICES PROPOSAL DUE DATE AND TIME:October 23,2017-3:00 P.M.LOCAL ARIZONA TIME Notice is hereby given sealed proposals will be received by the Purchasing Division, City of Mesa, Mesa City Plaza, 20 East Main Street, Suite#400, Mesa, Arizona 85201, until the date and time cited above, Proposals received by the correct date and time will be opened publicly and read aloud by the Purchasing Division's Procurement Administrator(or designated representative). Issue Request for Proposals Septem be(20,2017 ....... _._....._........_..... .....____.......__.,..,..,_,._..... __.----------------------- ,2017. .... . , ,, Pre-Proposal Conference tOptional) October J -10 00 am local Arizona time Questions due from Proposers October 6,6,2017-500 pm local Arizona time filly of M¢Sa response to Questions October 12,2017 Proposal Due Date October 23,2017 3.00 pm local Arizona time VENDOR CONFERENCE I SITE VISIT: Date and Time: October 3,2017-10:00 a m local Arizona time Location: City of Mesa-Mesa City Plaza 20 E Main Street,Conference Room 450 South Mesa,AZ 85201 Teleconference Number. 460-644-6120',PIN 319405 The conference provides interested parties an opportunity to discuss the City and National IPA's needs and ask questions. Please read the entire solicitation package and submit the proposal in accordance with the instructions. This document(less this invitation and the instructions)and any required response documents,attachments,and submissions will constitute the proposal. Proposal envelopes with insufficient postage will not be accepted by the City of Mesa, Proposals must be in the actual possession of the Purchasing Division Office at the location indicated,on or prior to the exact data and time indicated above Late submittals shall not be considered under any circumstances. Questions conceming this solicitation should be directed,IN WRITING,to the following Purchasing contacts or their designees: Tmchnkal QuasiNona:, generalon Process guinal Sharon Brause,CPPO,OFFS,CPCP Clinch Gonzales Senior Procurement Officer Procurement Specialist PHONE'.460-644-2815 PHONE.480-644-2179 FAX (480)644-2655 FAX (480)644-2655 Sharon.RlransoMO vasre7„ggx ry_ynJ'1�jnnzale6[n11MP6igov NOTE: THE CITY OF MESA PUBLISHES ITS SOLICITATIONS,ATTACHMENTS,AND ADDENDA ONLINE AND THEY ARE AVAILABLE FOR VIEWING ANDlOR DOWNLOADING AT THE FOLLOWING INTERNET ADDRESS: hnp_/hvvnw;mpeuax;g,oyPmu sin„e¢slyurchagstg All vendors wishing to conduct business wit It Ida Clty are required to register and maintain all 1irlation used for the nothicatlon of solicitation opportunities and Issuance of payment in the Vendor Self Service(VSS)system.To register and view additional vendor information go to l)dN Ifo6®uwnr rnrd@nndnpiasV torn Wp,urlmtlu+ginctl�rsrnll r�mrvduoa. TABLE OF CONTENTS PAGE NOTICE 1 TABLE OF CONTENTS 2 SECTIONS: INSTRUCTIONS 3- 13 SCOPE OF WORK 14-18 ATTACHMENTS: ATTACHMENTA PRICING 19 ATTACHMENT B REQUIRED RESPONSE FORMS 20 (5 pages) ATTACHMENT C RESPONDENT QUESTIONNAIRE 21 ATTACHMENT D NATIONAL IPA PRINCIPAL PROCUREMENT AGENCY("PPA") 22 EXHUBITS:. EXHIBIT DRAFTAGREEMENT 23-39 EXHIBI'T'2 MAILING LABEL 40 2018011 Page 2 of 41 INSTRUCTIONS 1. GENERAL: Please read the entire Solicitation package and all attachments before submitting a Response. Responses must be in accordance with the provisions,specifications and instructions set forth herein and will be accepted until the date and time the Response is due, 2, VENDOR: All questions regarding the contents of this Solicitation, and Solicitation process(including requests for ADA accommodations),must be directed solely to the Procurement Officer orthe Purchasing Administrator, Questions should be submitted in writing via letter,fax or email.. Questions received after due dale and time for vendor questions (October 5") may be answered at the discretion of the City. 3. INSTRUCTIONS FOR PREPARING AND SUBMITTING RESPONSE: Respondents will have the option to submit their responses either electronically or physically through hard copy response. Respondents shall provide their Responses in accordance with the following form and content requirements' ELECTRONIC RESPONSE: a.. Responses shall be submitted through the City of Mesa's Purchasing Website at (Itl£r.l('A7Wa1[11 OR&. 4;+,�r1.Sft�!Ro�`'RWfY,IIi+TSuvglValtJ c)yd,'g'el,� )Ig q, under the appropriate solicitation opportunity Submissions submitted elsewhere or under the wrong solicitation will not be considered. b. Responses must be signed by an authorized representative of Respondent with the authority to bind Respondent to make such commitments to the City set forth in the Response. c. Responses should be specific to the Solicitation and present details on all requested information in a concise manner. HARD COPY RESPONSE: a.. Submit one(1)signed original hardcopy of all Response documents along with three(3) copies. Do not use spiral binding or comb binding on Responses or any Response documents, Three-ring binders are preferred for large submissions, b. Submit one(1)flash drive providing all Response documents in PDP,Word,and Excel(utilize Excel only if spreadsheets/graphs/charts are included as a part of the Response). c All Responses must be signed, sealed and addressed to the Purchasing Division and Respondents shall address all Responses identified with a shipping address, serial number, and title in the following manner. City of Mesa Mesa City Plaza-Purchasing Division 20 East Main Street,Suite 400 Mesa,Arizona 85201 RFP No.2018011—Information Technology Solutions&Services d. Responses must be signed by an authorized representative of Respondent with the authority to bind Respondent to make such commitments to the City set forth in the Response. e. Responses should be specific to the Solicitation and present details on all requested information in a concise manner. 2018011 Page 3 of 41 i INSTRUCTIONS 4. RESPONSE FORMAT: Table of Contents.Identify contents by tab and page number TAB 1 -Letter of Transmittal. A brief letter of transmittal should be submitted that includes the following information: 1. The Respondent's understanding of the work to be performed. 2. A positive commitment to perform the service within the time period specified, 3, The names of key persons, representatives, project managers who will be the main contacts for the City regarding this Solicitation. TAB 2-Program Description AND Method of Approach. Clearly define the servicesliurcdilclx,, Delete matou�mis offered and Respondent's method of approach to including o, but not limited, to the follwing criteria: 1. Provide a response to the national program. a. Include a detailed response to Attachment D, Exhibit A, National IPA Response for National Cooperative contract. Responses should demonstrate a strong national presence,describe how offeror will educate its national sales force about the contract, describe how products and services will be distributed nationwide, include a plan for marketing the products and services nationwide, and describe how volume will be tracked and reported to National IPA. b.. The successful offeror will be required to sign Attachment D, Exhibit B, National IPA Administration Agreement. Offerors should have any reviews required to sign the document prior to submitting a response. Offeror's response should include any proposed exceptions to the National IPA Administration Agreement, 2. Provide a description of the product Imes that can be provided by your firm. 3. Provide a description of the services that can be provided by your firm, 4. Provide a detailed description of any programs available for Participating Agencies seeking to set and meet goals for historically underutilized businesses (e g.. minority, woman, veteran, disabled,etc.). Discuss how transactions between offeror and tier one suppliers and Participating Agencies and tier one suppliers will be tracked and accounted for and any quality assurance measures that are in place to assure a high-performance standard for tier one suppliers. 5. Describe how your firm proposes to distribute the prod ucWservices nationwide. 8. Identify all subcontractors that will be involved in processing agency orders under this contract and describe their distribution/delivery processes, 7. Provide the number,size and location of your firm's distribution facilities,warehouses,and retail network as applicable Provide information on the productivity of your facilities and systems as follows: a. How many orders are processed daily on an average b.. How many devices does your facility configure daily on an average c What is the highest number of orders processed in a single day d. What is the highest number of devices configured in a single day from the facilities described 8 State any return and restocking policy,and any fees, if applicable associated with returns, 9.. Describe your invoicing process, Is electronic invoicing available? Is summary invoicing available? Are there other options or how an agency receives an invoice? 10, Describe your delivery commitment'. a What is your fill rate guarantee? b. What are your delivery days? c, Do you offer next day delivery? d. How do you facilitate emergency orders? e. Are shipping charges exempt for ALL who use this contract? f. Describe how problems(such as a customer ordering a wrong product or a customer receiving a defective product;etc,)are resolved, 11. Describe the types of customer service available to agencies that use this contract: 2018011 Page 4 of 41 INSTRUCTIONS a. Is online support available? to Is phone support available? c. Can agencies request a dedicated service representative andlor a dedicated service team? If a dedicated customer service representative and/or team are assigned,what types of services does the representative/team provide? Haw do you help the customer manage our account? d. How are problems resolved? e. What are the location and hours of your call centers? f. What response time is guaranteed when a customer service request is made? g, Do you measure/track the success of your customer service program? If so, how do you do this,and what are your findings? In Describe in detail your company's ability to hold/warehouse customers'orders and if there are any cost associated, 12 Describe how your company will assist customers in navigating OEM warranty process. 13. Describe how your firm will notify customers of new products. 14.. Describe haw your company will assist and support customers when their standardized is reaching EOL(end of life). 15. Describe if technical support questions are handled the same way as a customer service request? If not,describe the type(s)of technical support available,the location of technical support, and the hours of technical support. Is it the intent to use employees of your company or will this be an cutsourced function? 15.. Describe what other services you offer that would be applicable to this contract(a g,cloud, services,maintenance,implementation,design,analysis,training,repair,etc.) 17, Describe options for leasing and financing and the various payment methods accepted., TAB 3-Pricing Forms. The cost portion of the Response should include the following criteria. 1. Provide price proposal as requested on the Pricing Document(Attachment A—"National" TAB)attached herein. In addition to indicating your proposed discounts on the Price Page, you must also apply those discounts to the sample items listed in the City'a Market Basket listed in Attachment A 2.. Propose and provide details of additional discounts or rebates for volume orders, special manufacturers'offers,free goods program,total annual spend,etc. TAB 4-Qualifications.(Abilities,Experience and Expertise). The following information should be included: 1, Provide a brief history and description of your firm. Discuss firm national presence in the IT solutions industry, 2 Provide the total number and location of sales persons employed by your firm, 3 Provide the numberand location of support centers(if applicable). 5, Provide Public sector sales figures for 2014, 2015 and 2016 and the percentage mix of hardware,software,and services 6 Please submit your FEIN and Dunn&Bradstreet report. 7. Provide a summarization of your experience in performing work similar to that outlined in this solicitation, 6. Provide a minimum of three references for which you,firm has provided the same solution (please include company name, address, contact person, phone number, email address and dates of service). References from other public agencies, padiculany municipal governments,are preferred 9. Provide resumes and three references(preferably from the public sector)for the primary customer service represertative(s). Resumes) shall include their title within the organization, a description of the type of work they would perform, the individuals' credentials, background, years of experience and relevant experience, etc References should include the contact's name, phone number,email, position,organization, and the work which the Offeror performed for the reference.. 10, Provide information regarding if your organization ever failed to complete any work awarded, 2016011 Page 5 of 41 INSTRUCTIONS 11, Provide information regarding if your firm,either presently or in the past,has been involved in any litigation,bankruptcy,or reorganization. TAB 5-Technology. 1. Describe your website and the ease-of-use for customers to perform the following types of tasks. a. to search for products b. to find alternate products(if a certain product is not available) c, to perform side-by-side price comparison of products d to order products f. to track order status,to include backordered items g. to determine when an item was received and who received it F. to restricUblock the ordering of certain line items and to restricUblock the ordering of groups i. to create approval paths/levels for orders, to include creating an approval path for restricted items j. to create a"favorites"list or subscribed purchases other personalized list of frequently ordered items k to create a"shared"list for an agency to use I. to obtain online customer service in to receive online training in to accept credit card payment(and describe the level of data offered, also describe your security measures for credit card orders) o. to track their budget for purchases p. to generate reports 2. Describe additional functionality offered by your website. Provide screen shots, a demo "CDljump drive,"a demo I a manual, etc.,or any other format that will aid the City In our evaluation of your website. 3 Describe any national awards and/or other recognition that your website has received. 4,. Describe the hours your website is available? What are your hours of downtime,such as for system maintenance? 5, Does your website offer real time product availability? 6, How does your company leverage your website to inform customers of the additional savings that may be available 7. Describe the types of email confirmations that your website generates. What events trigger an email going to the customer? 8. Describe the registration process to set up new customers for your online ordering process. Is self-registration available? If an agency does not want self-registration,are you available to assist in the registration process? 9.. Describe if yourwebsite can be customized for an agency's specific needs,such as placing our logo on your website, associating an agency blanket purchase order number on all orders,creating a bulletin board or other place to display customized messages,displaying approved configurations, naming certain fields (i.e., user defined fields, ability to include budget information),etc. 10. Describe the types of online reporting that are available, Is customized reporting available? 11 Describe your online return process;if available). 12 Describe any third-party integration that you have successfully implemented Forexample, is your website integrated with any third-party procurement,financial,or purchasing/credit card systems? Is there a cost for these services? 13, Describe your strategic vision for your website-i a , Is new functionality expected to be added?If so,describe the functionality and the timeline for implementation. How often is the web redesigned? As technology evolves(for example,new search engines are more robust),does your website evolve,tco? Etc, TAB 6-Other Forms. The following forms should be completed and signed: 2018011 Page 6 of 41 INSTRUCTIONS 1. Vendor Information form 2. Exceptions&Confidential Information form 3. General Questionnaire form 4 Lawful Presence Affidavit 5 Respondent Certification form(Offer and Acceptance) 6, Respondent Questionnaire 7. W-9 Form,All responses should include a fully completed, current W-9 form Failure to include the W-9 will not disqualify your response,however the W-9 must be submitted to the City prior to the execution of any contract pursuant to this Solicitation. (Ihtlo..Vrwvwv La._agvi ub(grs:L flGwi 5,. RESPONSE CHECKLIST: This checklist is provided for your convenience, It is not necessary to return a copy with your Response. Only submit the requested forms and any other requested or descriptive literature. ® Response will be sent in time to be received by City before Response due date and time, ❑ Original and proper number of copies submitted ❑ Response container properly labeled © Pricing,math double-checked,form completed and Included(Attachment A) ❑ Required Response Fortes completed and included(Attachment B) Fj Respondent Questionnaire form completed and Included(Attachment C) Response to a National Program(Attachment D) ❑ W-9 Request for Taxpayer Identification Number and Certification form completed and included((iR,tlSriPwn�w.ircs.StEiyFpu�+Jdr ,g�,PJ„�u„,,,{�e),f) ❑ Warranty information,as applicable 6.. ADDENDA.: Any changes to the solicitation document will be in the form of an addendum. Addenda are posted on the City website. Contractors are cautioned to check the Purchasing Website or the Self-Service portal for addenda priorto submitting their Response. The City will not be held responsible if a vendor fails to receive any addenda issued. The CiiV shall not ba teSY1bu56tt)8e foe an orad dhael as to these Soor,iCB$ein5 madA hu nn.btYl— -CS--tl pf— i ra nld .coati ne nu1 ar�l�on eroy such cl'7an es. Failure to acknowledge receipt of an addendum may result in disqualification of a Response. 7. RESPONSE OPENING The City will open all Responses properly and timely submitted,and will record the names and other information specified by law and rule. No responsibility will attach to the City of Mesa,its employees oragents forpremature opening of a Response that is not properly addressed and identified All Responses become the property of the City and will not be returned except in the rase of a late submission Results,as read at the public opening,will be posted on the Citywebsite. Responses will be available to the public in accordance with the City Procurement Rules 8. LATE RESPONSES: The Respondent assumes responsibility for having the Response delivered on time w the place specified All Responses received after the Response Due date and time shall not be considered and will be returned unopened to the Respondent. The Respondent assumes the risk of any delay in the mail or in handling of the mail by employees of the City of Mesa,or any private courier,regardless whether sent by mail or by means of personal delivery. Respondents must allow adequate time to accommodate all registration and security screenings at the delivery site,a va.id photo ID,may be required. It shall not be sufficient to show that Respondent mailed or commenced delivery before the due date and time as the Response must be received by the City prior to the specified dateltime. All times are Mesa,Arizona local times. Respondents agree to accept the time stamp in the City Purchasing Office as the official time.. 9. RESPONSE FIRM TIME: Responses shall remain ton and unaltered after opening for 180 Days unless the time is extended or amended as agreed upon Respondent and the City. Examples of where an extension or amendment may be necessary include, but are not limited to in contract negotiations with selected Respondent, (ii)submission of a Best and Final Offer by Respondent, 2018011 Page 7 of 41 INSTRUCTIONS (in)City needing additional time to review responses. The City may accept the Response,subject to successful contract negotiations,at any time during this period, 10 LOBBYING PROMI61T1oNr Any communication regarding this Solicitation for the purpose of influencing the process or the award between any person or affiliates seeking an award from this Solicitation and the City including,but not limited to,City Council,City employees,and consultants hired to assist the City in the Solicitation,is prohibited.. This prohibition is imposed from the time of the first public notice of the Solicitation until the City cancels the Solicitation,rejects all Responses,awards a contract,or otherwise takes action which ends the Solicitation process, This section shall not prohibit public comment at any City Council meeting,study session,or City Council committee meeting. This prohibition shall not apply to Respondent-initiated communication with the contact(s)identified in the Solicitation or City-initiated communications for the purposes of conducting the procurement including, but not limited to, vendor conferences, clarification of Responses, presentations if provided pursuant to the Solicitation, requests for Best and Final Responses(as set forth in the City Procurement Rules), contract negotiations, protestiappeal resolution, or surveying non- responsive vendors. Violations of this provision shall be reported to the Purchasing Administrator. Persons violating this prohibition may be subject to a warning letter or rejection of their Response depending on the nature of the violation. 11.. LAWFUL PRESENCE IN THE UNITED STATES: Arizona Revised Statutes§1-501 and§1-502 require all persons who will be awarded a contract(a Public Benefit as defined in 6 USC Section 1621)must demonstrate they are lawfully present in the United States. Person under the statute is defined as a natural person and therefore excludes Limited Liability Companies, Corporations, Partnerships,orolher similar types of business entities as indicated on a W-9 form. Individuals(natural persons)or Sole Proprietorships must complete the affidavit in the'Required Response Forms"Section ofthis Solicitation. Respondents that fail to provide a completed affidavit and provided the necessary documentation may be deemed non-responsive. 12. COMMENCEMENT OF WORK: If a Respondent begins any billable work prior to the City'a final approval and execution of the contract,Respondent does so at its own risk. 13 RESPONSIBILITY TO READ AND UNDERSTAND: Failure to read,examine and understand the Solicitation and any of its addenda will not excuse any failure to comply with the requirements of the Solicitation or any resulting contract, nor shall such failure be a basis for claiming additional compensation, The City is not responsible for and will not pay any costs associated with the preparation and submission of a Response Respondents are cautioned to verify their Responses before submission,as amendments to or withdrawal of Responses submitted after time specified for opening of Responses may not be considered, The City will not be responsible for any Respondent errors or omissions. 2018011 Page 8 of 41 INSTRUCTIONS 14. FORM AND CONTENT OF RESPONSES: Responses may be submitted on-line(if the option is ,ducaed), mailed or hared deiivered. E-mail or fax submissions will not be accepted. Unless otherwise instructed or allowed, Responses shall be submitted on the forms provided. An original and the designated number of copies of each Response are required. Responses, including modifications, must be submitted in ink, typed, electronically, or printed form and signed by an authorized representative of the Respondent.. Please line through and initial rather than erase changes.Any modifications to the Solicitation must be Identified In the"Exceptions'section of the required response forms. The City does not encourage exceptions. The City is not required to grant exceptions and depending on the exception, the City may reject the Response as non- responsive. The City reserves the right at its sole discretion to negotiate exceptions with a Respondent, If the Response is not properly signed or if any changes are not initialed, it may be considered non-responsive. In the event of a disparity between the unit price and the extended price,the unit price shall prevail unless obviously in error,as determined by the City. The City may require that Responses be submitted on disk, flash drive, or through electronic means. The Response must provide all information requested and must address all points set forth in the Solicitation, 15. SPECIFICATIONS: Technics@ specifications define the minimum acceptable standard. When the specification calls for"Brand Name or Equal, the brand name product is acceptable. The use of a brand name is for the purpose of describing the standard of quality, performance, and characteristics desired and is not intended to limit or restrict competition. If a Respondent wishes to provide a material or service that is not the brand name,the equivalent material or service must meet the standard of quality of the brand name product, which is determined at the City sole discretion. Equivalent products will be considered upon showing the other product meets stated specifications and is equivalent to the brand name product in terms of quality, performance and desired characteristics. Products that are substantially equivalent to those brands designated will qualify for consideration. Minor differences that do not affect the suitability of the supply or service for the City needs may be accepted, Burden of proof that the product meets the minimum standards or is equal to the brand name product is on the Respondent.. The City reserves the right to reject Responses that the City deems unacceptable for any reason, 16. MODIFICATIIONfiWITHDRAWAL OF RESPONSE:. Written requests to modify or withdraw a Response received by the City prior to the,scheduled opening time for Responses will be accepted and will be corrected after the Response due date and time. No oral requests will be allowed, Requests must be addressed and labeled in the same manner as the Response and marked as a MODIFICATION or WITHDRAWAL of the Response, Requests forwithdrawal afterthe Response Due date and time will only be granted upon proof of undue hardship and may result in the forfeiture of any Response security. Any withdrawal after the Response due date and time shall be allowed solely at the City's discretion. 17. DEBARMENT DISCLOSURE: If the Respondent has been debarred, suspended, or etm ise lawfully precluded from participating in any public procurement activity,including being disapprrrved as a subcontractor with any federal,state,or local government or agency,or if any such preclusion from participation from any public procurement activity is currently pending,the Respondent shall include a letter with its Response identifying the name and address of the governmental unit,the effective date of the suspension or debarment,the duration of the suspension or debarment,and the relevant circumstances relating to the suspension or debarment.If suspension or debarment is currently pending, a coolVed description of all relevant circumstances must be provided by the Respondent, including the details enumaraled above. A Response from a Respondent who is currently debarred,suspended or otherwise lawfully prohibited from any public procurement activity may be rejected, Failure of a Respondent to disclose a debarment or suspension in accordance with this Section may result in the Response being disqualified for award of the Solicitation. 2018011 Page 9 cf41 INSTRUCTIONS 18 RESERVATEONS: The City reserves the right to reject any or all Responses or any part thereof', to re-issue the Solicitation, to reject non-responsive or non-responsible Responses, to reject unbalanced Responses,to reject Responses where the terms,prices, or awards are conditioned upon another event, to reject individual Responses for failure to meet any requirement; to award by item, part or portion of an item, group of items, geographical region or total, to make multiple awards',to waive minor irregularities,defects,omissions,informalities,technicalities or form errors in any Response', to conduct exclusive or concurrent negotiations of any terms, conditions, or exceptions taken by a Respondent or the terms of any agreement/document a Respondent would require the City to sign should Respondent be awarded a contract, and to reject Responses thatare a utside the _ Solicitation The Cit smart seek clarification of the Response that are the subject of the Deleted:mate als y y p Respondent at any time, and failure to respond is cause for rejection. Submission of a Response confers no right to an award or to a subsequent contract., The City is charged by its Charter to make an award that is in the best interest of the City. All decisions on compliance,evaluation, terms and conditions shall be made solely at the City's discretion and made to favor the City. No binding contract will exist between the Respondent and the City until the City executes a written contract or purchase order. 19. EXCEPTIONS TO A SOLICITATION: Changes to the Solicitation document requested by a Respondent may not be acknowledged or accepted by the City. Award or execution of a contract does not constitute acceptance of a changed term, condition or specification in the Solicitation unless specifically acknowledged and agreed to by the City.The copy of the Solicitation,including all addenda,maintained and published by the City shall be the official Solicitation document Any exception to the Solicitation must be set forth in the 'Exceptions' portion of the Response, any exceptions not indicated in the"Exceptions" portion of the Response will be deemed rejected by the City, void and of no contractual significance.The City reserves the right to (I)reject any or all exceptions requested by a Respondent; (ii), determine a proposal non-responsive due to the exception(s)made by Respondent, (iii)enter into negotiations with a Respondent regarding any of the Respondent's exceptions; (iv) adjust points from the Respondent's score in the applicable evaluation criteria category or categories,or(v)accept any or all of a Respondent's exceptions,. 20, COPYING OF RESPONSES: The Respondent hereby grants the City permission to copy all parts of its Response including, without limitation, any documents and/or materials copyrighted by the Respondent, The City'a right to copy shall be for internal use in evaluating the Response. 21.. CONTRACTOR ETHICS:, Contractors doing business with the City shall adhere to the Procurement Ethics Standards, Article 7 of the Procurement Rules It is the policy of the City to promote courtesy, fairness, impartiality, integrity, service, professionalism, economy, and government by law in the Procurement process.The responsibility for implementing this policy rests with each individual who participates in the Procurement process, including Respondents and Contractors The failure of a Respondent or Contractor to meet the ethical standards may result in the disqualification of award under the Solicitation or the termination of a contract with the City, To achieve the purpose of this Section,it is essential Respondents and Contractors doing business with the City observe the ethical standards prescribed herein and in the City Charter, Code Procurement Rules and Management Policy 200. It shall be a breach of ethical standards to a. Exert any effort to influence any City official, employee or agent to breach the standards of ethical conduct, b. Intentionally invoice any amount greater than provided in a contract or to invoice forltigatli r.t'. Detetea:mat en a Is or services not provided. "" ---- ---` with an term,condr provide pn rvequii on,services of a City contract not comply oeterea: meter ais or c Intentionally offer oltlon,specification or other requirement ofe City contract. 22.. GIFTS: The City will accept no gifts, gratuities or advertising products from Respondents or prospective Respondents and affiliates. The City may request product samples from Respondents solely for the purpose of product evaluation. 2016011 Page 10 of 41 INSTRUCTIONS 23. EVALUATION PROCESS: Responses will be reviewed by a screening committee comprised of City employees and/or any agents authorized by the City to participate in the evaluation. City staff may initiate discussions with Respondents for clarification purposes, however, a request for clarification is not an opportunity for a Respondent to change the Response. A request for clarification from a Respondent does not guarantee clarification will be requested from any other Respondents Respondents shall not initiate discussions with any City employee,agent or official as set forth in the Lobbying section of these instructions including,but not limited to, members of the evaluation committee. 24. PRESENTATIONSIMTERVIEWS: The City reserves the right to conduct interviews which may include a demonstration of the supplier s website with some or all of the offerors at any point during the evaluation process,However,the City may determine that interviews are not necessary.In the event interviews are conducted, information provided during the interview process shall be taken into consideration when evaluating the stated criteria.The City shall not reimburse the offeror for the costs associated with the interview process.. 25, SHORT-LISTING: The City, at its sole discretion, may create a short-list of the highest scared Responses based on a preliminary evaluation of the Responses against the evaluation criteria. Only those short-listed Respondents will be invited to give presentationshrterviews. Upon conclusion of any presentations/interviews,the City will finalize the scoring against the evaluation criteria 26. ADDITIONAL INVESTIGATIONS. The City reserves the right to make such additional investigations as it deems necessary to establish the competence and financial stability of any offeror submitting a proposal.. 27.. PRIOR EXPERIENCE. Experiences with the City and entities that evaluation committee members represent and that are not specifically mentioned in the solicitation response may be taken into consideration when evaluating offers. 28. BEST AND FINAL OFFERS: The City may request Best and Final Offers if the City deems necessary and the City will determine the scope and subject of any Best and Final request. Respondents should not expect the City will always ask for Best and Final Offers Therefore,all Respondents must submit their best offer based on the specifications,terms and conditions in the Solicitation 28. CRITERIA FOR EVALUATION AND AWARD:: a. The criteria that will be evaluated and their relative weights are'. Evaluation Criteria Points Firm's Proposed Solution Information provided or referenced by Respondents in response to the Solicitation, Sources of information to be evaluated include,but are not 500 limited to,as applicable, Responses,presentations,interviews,and Best and Final Offers Firms Qualifications&Experience Information pertaining to the quality of work,accomplishments,skill,and knowledge regarding a Respondent's suitability for award Information 300 can come from any source including,but not limited to, Responses, Best and Final Offers,references, publicly or privately available information, and the Citv's experience with a Respondent. Firm Proposed Pacing 200 Pricing will be evaluated based on the below criteria. 2016011 Page 11 of 41 INSTRUCTIONS The City has provided various sample items on the City of Mesa Market Basket Pricing(See Attachment A- "Pricing') for pricing evaluation purposes. Suppliers are encouraged to provide pricing on as many items as possible, Full Market Basket pricing will be evaluated based on the below equation. Lowest Proposal Cost -- X Price Points Possible =Pricing Proposal Cost being evaluated g Score b. If less than three(3) Responses to a Solicitation are deemed responsive by the City, at the City's sole discretion, the Responses may be evaluated using simple comparative analysis instead of any announced method of evaluation, subject to meeting administrative and responsibility requirements.. c. Each Response will be evaluated based upon responsiveness and responsibility criteria, A failure to meet responsiveness or responsibility criteria will render a Respondent ineligible for award of a contract under the Solicitation. 1, Responsiveness, The City will determine whether the Response complies with the instructions for submitting a Response set forth in the Solicitation(i e.the completeness of the Response which encompasses the inclusion of all required attachments and submissions). Responsiveness will also be examined as it pertains to items set forth in this Solicitation that state a Respondent may be deemed non-responsive based upon the content of their Response. The City will reject any Responses that are submitted late. Failure to meet any requirements in the Solicitation may result in rejection of a Response as non-responsive. 2. Responsibility, The City will determine whether a Respondent is one with whom the City should do business, Factors the City may evaluate to determine responsibility include,but are not limited to an excessively high or low priced Response; past performance under any agreement with the City,references from any source including,but net limited to,those found outside the references listed in the Response and City employees,agents or officials who have experience with the Respondent,compliance with applicable laws,Respondent's record of performance and integrity(a.g,has the Respondent been delinquent or unfaithful to any contract with the City,whether the Respondent is qualified legally to contract with the City,financial stability and the perceived ability to perform completely as specified). A Respondent must at all times have financial resources sufficient,in the opinion of the City, to ensure performance of the contract and must provide proof upon request. City staff may also use Dun&Bradstreet or any generally available industry information to evaluate the Respondent. The City reserves the right to inspect and review Respondent's facilities, equipment and personnel and those of any identified subcontractors. The City will determine whether any failure to supply information, or the quality of the information,will result in Respondent being deemed non-responsible.. d. As a part of the Response, Respondents are requested to provide references. The City reserves the right to: (1)Not contact any or all of a Respondent's references as the City may evaluate reference information provided in a Response,(2)Contact references not included in a Respondent's Response, and (3) Utilize as a reference City staff members who have experience with a Respondent As references may not be contacted, Respondents are encouraged to provide as much detail as possible in Attachment C (Respondent Questionnaire). 30, COST JUSTIFICATION. In the event only one Response to the Solicitation is received,the City may require the Respondent submit a cost offer in sufficient detail for the City to perform a cost/price analysis to determine if the Response price is fair and reasonable. 31. CONTRACT NEGOTIATIONS AND ACCEPTANCE: Respondent must be prepared for the City to accept the Response as submitted, If Respondent fails to sign all documents necessary to successfully execute the final contract within a reasonable time as specified,or negotiations do not 2018011 Page 12 of 41 INSTRUCTIONS result in an acceptable agreement,the City may reject the Response or revoke the award,and may begin negotiations with another Respondent. Final contract terms must be approved or signed by the appropriately authorized City offcial(s). No binding contract will exist between the Respondent and the City until the City executes a written contract or purchase order. 32. NOTICE OF INTENT TO AWARD: Notices of the City intent to award a contract are posted to the Purchasing Division's website before 6:00 PM local time on Wednesdays. If Wednesday is a holiday observed by the City,notice will be posted on Tuesday, It is the Respondent's responsibility to check the City of Mesa Purchasing website at Mtt Alm a.. v/' ine 0 rh 'ir to view Purchasing's Intent to Award notices. This is the only notification you will receive regarding the City's Intent to Award a contract related to this Solicitation 33. PROTESTS AND APPEALS.: If a Respondent or any person believes there is a mistake, impropriety, or defect in the Solicitation, bereves the City improperly rejected its Response, or believes the selected Response should not receive the City contract based upon a fact supported issue with the Solicitation or selected Respondent or otherwise protests the award to the Respondent,the Respondent may submit a written protest. All protests and appeals are governed by the City Procurement Rules('Procuremem Rules"), The rules surrounding protests and appeals may be found in Section 5 of the Procurement Rules which are located on the Purchasing Division website at 11 (AmG6aaL,gtDy g. Please see the Procurement Rules for more information on the submission of a protest and corresponding appeal rights', if there exist any discrepancy in this Section and the Procurement Rules, the language of the Procurement Rules will control, ADDRESS PROTESTS TO: ADDRESS APPEALS TO: Matt Bauer Edward Ouedens Procurement Administrator Chief Procurement Officer 20 East Main Street,Suite 400 20 East Main Street,Suite 450 PO Box 1466 PO Box 1466 Mesa,Arizona 85211-1466 Mesa,Arizona 85211-1466 Fax'.(480)644-2655 Fax:(480)644-2687 Email.Matl.f3ayr�t�ajM@EaAT,_gav Email.EJ QjuodkgrggfNMe saAZ or 34. POLICY DOCUMENTS: The City of Mesa Charter, Code, Procurement Rules and Management Policy 200 govern this procurement and are incorporated as a part of this Solicitation by this reference. A copy of these documents may be found on Mesa Purchasing Div sicn's website at mVvrmteSs7 z gvJtl}ylsin.,filsiPurchpsiroq; 2016011 Page 13 of 41 SCOPE OF WORK This Scope of Work and the Technical Requirements will be compiled into any resulting contract as Exhibit A, y. INTENT. The City of Mesa(the"City")is requesting proposals from firms qualified to provide Information Technology Solutions and Services to be delivered to various locations throughout the City. Requirements and qualifications are defined in detail in the following Scope of Work and Technical Requirements Sections of this Request for Proposal(RFP). 2, NATIONAL.CONTRACT REQUIREMENTS. The City, as the Principal Procurement Agency, as defined in Attachment D, has partnered with the National Intergovernmental Purchasing Alliance Company ("National IPA") to make the resultant contract (also known as the 'Master Agreement" in air rdair." Detetea materials distributed by National IPA) from this solicitation available to other public agencies nationally, including state and local governmental entities,public and private primary,secondary and higher education entities, non-profit entities, and agencies for the public benefit ('Public Agencies'), through National IPA's cooperative purchasing program..The City of Mesa is acting as the contracting agency for any other Public Agency that elects to utilize the resulting Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with National I PA as a Participating Public Agency in National IPA's cooperative purchasing program.. Attachment D contains additional information on National IPA and the cooperative purchasing agreement, National IPA is a channel partnerwith,Vizient(formally,Novalion). Togetherwe leverage over$100 billion in annual supply spend to command the best prices on products and services. With corporate,pricing and sales commitments from the Supplier, National IPA provides marketing and administrative support for the Supplier that directly promotes the Supplier's products and services to Participating Public Agencies though multiple channels, each designed to promote specific products and services to Public Agencies on a national basis, Public Agencies benefit from pricing based on aggregate spend and the convenience of a contract that has already been advertised and competed, The Supplier benefits from a contract lhatallows Participating Public Agencies to directly purchase goods and services without the Supplier's need to respond to additional competitive solicitations. As such, the Supplier must be able to accommodate a nationwide demand for services and to fulfill obligations as a nationwide Supplier and respond to the National IPA documents Attachment D. The City anticipates spending approximately$10 million over the full potential Master Agreement term for IT Solutions. While no minimum volume is guaranteed to the Supplier,the estimated annual volume of IT Solutions purchased underthe Master Agreement through National IPA is approximately$500 million. This projection is based on the current annual volumes among the City,other Participating Public Agencies that are anticipated to utilize the resulting Master Agreement to be made available to them through National IPA,and volume growth into other Public Agencies through a coordinated marketing approach between the Supplier and National IPA. 3, MINIMUM REQUIREMENTS. Offerors should be able to meet the following minimum qualifications. a) A full range of information technology solution products and services to meet varying requirements of governmental agencies., 6) Have a strong national presence as a computer solutions provider c) Have a distribution model capable of delivering products,free of charge,in a timely manner on a nationwide basis. d) Have a demonstrated sales presence.. e) Ability to provide a toll-free telephone and state of the art electronic facsimile and internet ordering and billing capabilities. Be able to meet the minimum requirements of the cooperative purchasing program detailed herein.. 2018011 Page 14 of 41 SCOPE OF WORK 4. QRDERIN[.. Although the City is open to alternate ordering methods, the primary methods for customers placing orders with the Supplier is through the following. a) Online b) Telephone b) Fax c) Email 5. DELIVERY REQUIREMENT. Supplier agrees to deliver all products to the desktop of the ordering customer be delivered F,O.B. destination, freight pre paid and„adu9ncf, and allowed to various locations throughout the City u,,,(,ily o fvlot,,a^Jrafi W+ ivrteLo+.,fr(�for u?alii]❑vrmo d fr q¢ Ibi v p odu orj nAul^"loW,I '0 arty e i In many cases within the City,the Supplier may be asked to deliver all goods to the front counter within a given department,This is the City of Mesa requirement and other participating agencies may have other delivery requirements, 6, SCOPE OF PRODUCTS. The intent of this solicitation is to establish a contract with the ability to purchase a comprehensive,wide variety of Information Technology Solution Products including but not limited to the following categories. a) pgr&gna1 Crrmrguter_SysCegns. National brand name desktop PCs, notebooks and laptops from Enterprise Tier and Middle Tier Suppliers that are business related computers, manufactured by companies,such as,Apple,COMPAQ,Dell,Gateway,Hewlett Packard,IBM 7Lenovo and Toshiba. b) Siandaro Busmeas W orkkbafitLn These will be used for typical tasks, which will include word processing,spreadsheet analysis,database management, business graphics,statistical analysis, internet,and other office automation activities. Product will include the operating system license, software media and documentation in the hardware shipment, c) Ns?„End„Wgrksl�lion; These will be used by application developers using GIS, CASE or other high-level language development tools,Computer Aided Design and Drafting professional,Internet Application developers or other sophisticated application work. Product will include the operating system license,software media and documentation in the hardware shipment.. d) laptop Computer or Notebook. These will be used by traveling or remote access user for typical office automation and business productivity use. Win a port replicator or docking station, it may also be used as a standard desktop, Product will include the operating system license, software media and documentation in the hardware shipment. e) Nalwo k SduipYosm This includes equipment primarily used for communications over an IF network, This includes layer 2 and layer 3 switches, routers, area wireless access points, point- to-point wireless access,optics,media interfaces(i,a serial,T1,T3,OC3)and fiberchannel Class of equipment should include home office, small and medium business, and enterprise. Suppliers may include, but not limited to, Cisco Systems, Dell, Juniper Networks, HP, Extreme Networks, Enterasys Networks,D-Link, Netgear,and Brocade Communications Systems, D Monitofa: Thesewill mcludeplug and play compatible monitors that are manufactured forthe above systems and/or any other brand that may be specifically called for by the ordering entity and which meet the most current JL and OSHA requirements. 9) Computer avid Network Products and Peripheral Complete availability of major manufacturers product lines on items such as,but not limited to RAM,graphic accelerator cards,network interface cards,cables,printers,scanners,keyboards,drives,memory cards,cables, batteries,etc, 2018011 Page 15 of 41 i SCOPE OF WORK h) SEflyiCOS: Services such as cloud computing, consulting, technical support, leasing/financing, trade-ins, repair, design, analysis, configuration, implementation, installation, training, and maintenance, etc, In addition, services which are related to the design, use or operation of the products being purchased such as system configurations, testing,hardwarelsoftware installation, upgrades, imaging,etc, Note: All hardware should come assembled. For example, if extra memory, additional drives or peripherals are ordered the Supplier must install them unless the Participating Agency request they not be installed f i,jukra,rer h all drrowrrlr^Yh a„r,,,,y nrbgw,LneJ�n^,o ydlulvlil nc so .dtakast itr 3Y(N r.,kblV furdm rld,ultldu I'l n 'u ,anti lo_i luny _lrffh,, 1) Qomtsrdhanayig Prodoo4 f 9 : Offeror's complete catalog and services offered shall be available. Each offeror awarded a contract under this solicitation may offer their complete product and service offering,Pricing for products and services must be entered on the appropriate section of the Price Page.The City reserves the right to accept or reject any or all items offered. j) Financing:Options available such as lease programs and conditional sales contracts, 7. LICENSES. Participating Agencies may be required to sign a separate agreement, rider or End User Licensing Agreement("EULA")as required by manufacturers.. 8. AWARD. It is the City'a intention that a single or limited number of awards will be made under this solicitation however at the City's sole discretion, the City may consider multiple awards (See "Reservations"). DEFECTIVE PRODUCT All defective products shall be replaced and exchanged by the Supplier as irr urfrtjcn rimbif thin i1 jranl policy ell d uytSrhr re, Ikt it�r i Y ttlu y,,,f'xkk:l tl al. �ql l 11h4 Ylrn f @n(( (p1 AYrp t fR.fl nYf C1Lh�.,gfud CII l ll Jw ll 1 91 tly e4 Ink1 r il❑Vrddf JIdnC( S lltll etl' hb Wt§IGarYly &I f ,`jf fl) imyr unit e 11,1 a r JyV rl r niLipl rymE'T'"Itu tors'(.l)krw,v, rip yl uy 19f nonce rI d lFnngy,. _ 9t 1r a}�..fFd)A Ifr hr IItC G r9 f.. Deleted:The cost of Iranspedalor rnimmIrd,inspection f re-packing,re shippingor other like expenses&hall be GneJ by 10. TERM. This initial solicitation is for awarding a purchasing contract to cover an in m initial five (5)year term An the supplier All repleceant prod re rest be T cemed uy term of January Vt,2018 through December 31",2022,not includingan extensions or me City within oven(pdays o initial nolrcaoon Y renewals subject to the terms of the Agreement.If the commencement of performance is delayed because the City does not execute the Agreement at this start date,the City may adjust the start date,end date and any milestones to reflect the delayed execution.. The parties agree any job orders, project agreements or maintenance agreements executed against Contract during the effective term may survive beyond the expiration of said Contract as established and agreed to in writing,by both parties. 11.. RENR EWAL§. On the mutual written agreement of the Parties,the Term may be renewed up to a maximum of two(2)one(1)year periods. Any renewals)will be a continuation of the same terms and conditions as in effect immediately prior to the expiration of the then-current term. 12. EXTENSIONS. Upon the expiration of the Term of the Agreement,including any renewals permitted herein, at the City's sole discretion the Agreement may be extended for a maximum of six(6)months to allow rvi for r_ - . .. .......... ...... the City's procurement processes in the selection of a Supplier to provide the secesfytrnKllird under this Deleted:materials Agreement The City intends to notify the Supplier in writing of its desire to extend the Agreement at least thirty (30)calendar days prior to the expiration of the Term Any extension will be a continuation of the same terms and conditions as in effect immediately prior to the expiration of the then-current term 13. PRICING. Suppliers shall provide a price in the format of a minimum percentage discount off a verifiable price index. Suppliers may submit discounts for various manufacturers, At the time of purchase,suppliers may offer deeper discounts beyond the discounted price list, based on volume or other factors, as 2018011 Page 16 of 41 SCOPE OF WORK applicable.Minimum discounts will remain firm during the entirety of the initial term of the Contract, unless the Supplier requests to increase its discount percentage,and will include all charges that may be incurred In fulfilling requlremenl(s), Also,the"technology marketplace'is one of rapid change,with new products and revisions coming into the marketplace on a regular basis,it is required that a verifiable pricing formula or guaranteed discount matrix be included with response In addition to decreasing prices for the balance of the Contract term due to a change in market conditions, a Supplier may conduct sales promotions involving price reductions for a specified lesser period. In the events product is discontinued,Supplierwill provide a product of the same or greater functionality, utilizing the proposed discount structure. Price discounts will be evaluated by applying the Supplier's discount to the prices listed on the verifiable price index, It is the Supplier's responsibility to provide the City with an up-to-date price list for the duration of the contract, a) Prices. All pricing discounts shall be firm for the Term and all extensions or renewals of the Term except where otherwise provided in this Agreement,and include all costs of tie Supplier providing the arrar, 11 It ct Isarvtea includingtransportation uu: di Lv+r insurance, No 76upt surevner es will he acca tad_ 'eommentea Iwananty coverage is provided by the theunlessAgreement allowed 1n ttlk5 Agreement T}rP f uty shall not be invoiced at prices higher than those stated in manufacturerdara (OEM)and not uSHInless the manufacturers the Agreement. standard warranties apply unless the customer wishes to ';purchase extended wartanly. V Agreement further agrees that any reductions in the price of the jikuf i IT or services covered by this Deleted mmlov,$ft The Su . g t will apply to the undelivered balance, The Supplier shall promptly notify the City of such Deleted: price reductions. Deleted a d wa rangy coat No price modifications will be accepted without proper request by the Supplier and response by the Deleted:malerals City Purchasing Division.. b) Price Adlustment. Any requests for reasonable price adjustments must be submitted in accordance with this sect adjustment appropriate Bien, Requests far no in cost of labor and/or rw P, m_ ust be supported by Deletes:malerals documentation There guarantee the Citywill accept a rice adjustment therefore Supplier should be prepared for the Pricing to be firm overthe Term of the Agreement. The City is only willing to entertain price adjustments based on an increase to Supplier's actual expenses or other reasonable adjustment in providing the services/materials under the Agreement. If the City agrees to the adjusted price terms,the City shall issue written approval of the change. During the sixty(60)day period prior to Contract term expiration date of the Agreement,the Supplier may submit a written request to the City to allow an increase to the prices in an amount not to exceed the twelve month change in the Consumer Price Index for An Urban Consumers(CPI-U), US City Average,All Items,Not Seasonally Adjusted as published by the U.S,Department of Labor, Bureau of Labor Statistics ( (;pa !rvtiv+sr.�rd®.cy �gl roc r_vtg,j,7,yjg). The City shall review the request for adjustment and respond in writing,such response and approval shall not be unreasonably withheld. c) Renewal and Extension Pricing. Any extension of the Agreement will be at the same pricing as the initial Term. If the Agreement is renewed in accordance with Section 13, pricing may be adjusted for amounts other than inflation that represent actual costs to the Supplier based on the mutual agreement of the parties, The Supplier may submit a request for a price adjustment along with appropriate supporting documentation demonstrating the cost to the Supplier,. Renewal prices shall be firm for the term of the renewal period and may be adjusted thereafter as outlined in the previous section..There is no guarantee the City will accept a price adjustment. 2018011 Page 17 of 41 SCOPE OF WORK 14. TYPES AND AMOUNTS OF INSURANCE. Insurance requirements are detailed in the Agreement document. Supplier must obtain and retain throughout the term of the Agreement, at a minimum, the following: a. Worker's compensation insurance in accordance with the provisions of Arizona law. If Supplier operates with no employees, Supplier must provide the City with written proof Supplier has no employees. If employees are hired during the course of this Agreement, Supplier must procure worker's compensations in accordance with Arizona law. b. The Supplier shall maintain at all times during the term of this contract,a minimum amount of$1 million peroccurrencei$2 million aggregate Commercial General Liability insurance, including Contractual Liability. For General Liability insurance, the City of Mesa, their agents, officials, volunteers, officers, elected officials or employees shall be named as additional insured,as evidenced by providing an additional insured endorsement. c. Automobile liability, bodily injury and property damage with a limit of $1 million per occurrence including owned,hired and non-owned autos.. Prior to the execution of the Contract, the Supplier shall provide the City with a Certificate of Insurance(using appropriate ACORD certificate)SIGNED by the Issuer,applicable endorsements, and the City reserves the right to request additional copies of any or all of the above policies, endorsements,or notices relating thereto, When the City requires a Certificate of Insurance to be furnished,the Supplier's insurance shall be primary of all other sources available. When the City is a certificate holder, the Supplier agrees that no policy shall expire, be canceled or materially changed to affect the coverage available without advance written notice to the City. "Waiver of Subrogation". The policies required by this agreement(or contract)shall contain a waiver of transfer rights of recovery (subrogation) against City, its agents, representatives, directors,elected officials,officers,employees,and volunteers for any claims arising out of the work of Supplier wl,oV�fn jurtM)by Ow' All insurance certificates and applicable endorsements are subject to review and approval by the City's Risk Manager. 2018011 Page 18 of 41 ATTACHMENT A PRICING Offerors must utilize the below document when responding to this solicitation and return the document in an Excel format with their proposal, mruuu rui elf' mirry t urc n✓YIYM 2018011 Pricingxlsx 2018011 Page 19 of 41 ATTACHMENT B REQUIRED RESPONSE FORMS. Solicitation Required Response Forms.doa 2018011 Page 20 of 41 ATTACHMENT C RESPONDENT QUESTIONNAIRE, Respondent Company Name/DBA'. Years in business providing similar services: ......................__..._ ................... Contractor's License Nets) Type: (Submit a copy with the Response) Number of employees at location that would serve under a contract from the Solicitation Provide names, contact and telephone numbers of three (3) organizations that have received similar services from your company. At least one reference should be comparable in size to the City's proposed contract. Firm/Government Agency Name'. Contact Person: Phone. Address. Fax. E-Mail Address: $Value of Work,Supplies/Services and Dates Provided. Firm/Government Agency Name'. Contact Person: Phone Address: Fax ..._.. ................... E-Mail Address: $Value of Work,SupplieslServices and Dates Provided: Firm/Government Agency Name. Contact Person: Phone' .......________......._.. Address. Fax — E Mail Address. --_...._._............. a ....... $Value of Work,Supplies/Services and Dates Provided: List any other information which may be helpful in determining your qualifications for a potential contract. 2018011 Page 21 of 41 ATTACHMENT D NATIONAL IPA PRICIPAL PROCUREMENT AGENCY "PPA'° Attachment D PPA.docx 2018011 Page 22 of 41 EXHIBIT 1 DRAFT AGREEMENT mesaaz AGREEMENT PURSUANT TO SOLICITATION CITY OF MESA AGREEMENT NUMBER 2018011 INFORMATION TECHNOLOGY SOLUTIONS&SERVICES CITY OF MESA,Arizona I"City") Deparlment Name City of Mesa-Pvrchawlip Division Mailing Address N.O.Box 1488 Mesa,AZ $5211-1466 Delivery Address 20 Fast Main St,SUde400 Mesa,Al 65201 AOenlion Sharon Brause,CPPO,.CPPB,CPCP Senior Procurement Officer E-Mail Sharon.Br=.uSe a�rMeseN,„g�gv Phone (00)644.2815 Fax (480)e44.W655 AND COMPANY NAME,("Contractor") Mailing Address_ Delivery Address Attention NamoAnd1'0e E-Mail Phone Fax 2018011 Page 23 of 41 EXHIBIT 1 DRAFT AGREEMENT CITY OF MESA AGREEMENT PURSUANT TO SOLICITATION This Agreement pursuant to solicitation ("AgreemenY)is entered into this day of g g to the Arizona, an Arizona municipal corporation 'Qt and ';l il, Deleted:CompanyName P n �) _. greeme lror together are p'barti p aation! "Contractor),The City and Gontraotorare each a 'Party' ed: " 2017 by y of to theA e6 ( Deleted Stela w a(n pa ry ya,, or o p Agreement_ • _.• _. •- J t Deleted:company/natural parson RECITALS A. The City issued solicitation number 2018011 ('Solicitation') for INFORMATION TECHNOLOGY SOLUTIONS&SERVICES,to which Contractor provided a response("Response')',and P. The City Selected Contractors Response as being in the best interest of the City and wishes to _ engage Contractor in providing the prvlceshl.�i ur ncls;,,described in the Solicitation and Response.. Deleted:s 4; "}vyv Wtlw 1, iiLt Jr 9,JBrr u �rrl„two rc,)narvitl erl,try Lnirir r(grrr t«orlr+r tiro7 Arlo�rxvuvauY ire ",r,?uir irlrg an Dell malenalsyf - - - fi,,lfrltenl Marx f'rrrnrsc I arldf ,tnnvaW t cdnlivoi ulna s idei trfcd In an rhde_. D PgrAygl,®uie.pn,,y r11(t iglnrprfv itin,I rally ,uflwaltt,cfmryimer}pe"phio,il,,roiniWir, h,cdaimale Frml isy¢,i l,rin rS I ;o iviro.,poovicfiA Piy Ilm,l it Y lOS rr t 110, Wwi,"i.,Ihr�r leu in7 ly bo ! ,OrdL, r­11girl?,lydij(n_irr, lj4i(chtt n feller or�rAhni do rprwwgn,(,y ley for 9k'p.G,l�pr parr;art furliurroq )nrr)gji+,0. sn�lni, 7,c,0,ivc 2ublu v totmgif mil leo fbaum aertrrlrl 0hur xh dll tilt ao nrr,„ludu a jAtunu 9i<loi p larx 1 by it rut 'imp nPu tlryy4uP rr(,mnt, ortoi nlilnin{Ilrw,Ci{ys,T?upurnto pro rmie rim0 r err),-pl 0it, 4+ Y,_ vulln i.akr')S*),b tirrn;,f9irlyr y're TeuvP It tro6 mmmsltlon.: In consideration of the reciprocal promises contained in the Agreement, and for other valuable and good consideration, which the Parties acknowledge the receipt and sufficiency of the Parties agree to the following Terms&Conditions. TERMS&CONDITIONS 1.. Term,This Agreement is fora term beginning on January 1,2018 and ending on December 31,2022, The use of the word "Term" in the Agreement includes the aforementioned period as well as any applicable extensions or renewals in accordance with this Section 1. 1.1 Renewals.On the mutual written agreement of the Parties,the Term may be renewed up to a maximum of two(2)one(1)year periods. Any renewal(s)will be a continuation of the same terms and conditions as in effect immediately prior to the expiration of the then-current term, 1.2 Extension for Procurement Prooes nts. Upon the expiration of the Term of this Agreement, including any renewals permitted herein,at the City sole discretion this Agreement may be extended on a month-to-month basis for a maximum of six(6) months to allow for the City'a procurement processes In the selection of a Contractor to provide the ,:.rvlceslJrrrro,unelf;... Deleted s provided under this Agreement The City will notify the Contractor in writing offs intent to r """" extend the Agreement at least thirty(30)calendar days prior to the expiration of the Term Any Deleted.mate is ... J extension under this Subsection 1,2 will be a continuation of the same terms and conditions as in effect immediately prior to the expiration of the then-current term, 1.3 Deli.Delivery shall be made to the locations)contained in the Scope of Work within thirty (30)days after receipt of an j toper. Deleted:o 2018011 Page 24 of 41 EXHIBIT 1 DRAFT AGREEMENT 2. Scope of Work The Contractor will provide the necessary staff, services and associated resources {Y ar provide the City with the,q��.rviceSvI rfgrl Ju+,e and obligations attached to this Agreement as Exhibit A Dele[ea-a ("Scope of Work")Contractor will be responsible for all casts and expenses incurred by Contractor that e incident to the Performance of the Scope of Work unless otherwise stated in Exhibit Contractor Dell meter als will supply all equipment and instrumentalities necessary to perform the Scope of Work If set forth in Exhibit A,the City will provide Contractor's personnel with adequate workspace and such other related facilities as may be required by Contractor to carry out the Scope of Work, 3. Orders. Orders be placed with the Contractor by either a. (i) Purchase Order when for a one-time purchase, (II) Notice to Proceed. or (III) Delivery Order off of a Master Agreement for Requirement Commented QPB23:Fffazsu Pravdua Si it w18 daSmruida �4 Contract where multiple as-needed orders will be placed with the Contractor, The City may use the Internet to communicate with Contractor and to place w7I ders as permitted under this Agreement ` Deleted:o 4. Document Order of Precedence, In the event of any inconsistency between the terms of the body of the Agreement,the Exhibits,the Solicitation,and Response,the language of the documents will control in the following order, R% A11h ly7dPns I s rl,rip Art„1y91 uuagtl oa yrl,�r vrf h9u"rfly t1t">b„rl y,9 pivspr"wli,lpr.l.r.l.7 ne Iv"irked , r1"yst4ff' YrrtvrXili r`e'usli3r`Crya;usrl P�ilvifdllefPtMgr^a5c ity wdh rirslOCCrdilgwnn^,,)r Nln fgrg: r�:a-gel �rlv"f r.� rot l i 2hav,rhlip;lll s,y lr urrl., Ayif+,w}al r I YLutire flrrJlrY lrrrfred f erq l j, b. Agreement c. Exhibits 1. Mesa Standard Terms&Conditions 2., National IPA Agreement 3. Scope of Work 4. Other Exhibits not listed above d. Solicitation including any addenda e,. Contractor Response 5, Payment. 5.1 General. Subject to the provisions of the Agreement,the City will pay Contractor the sums) described in Exhibit B("Pricing")in consideration of Contractor's performance of the Scope of Work during the Term, 8.. Pricing. price n r s II provide rice in the format of a minimum percentage discount off a [this e d ePeat Contractorm a f ale r sw J+ n 7.2 9 P P ver�able nce index. I �rpr +mow: may submit discounts for various manufacturers At the Came of mins Agreement purchase cu Ilar,gfn me offer deeper discounts beyond the discounted price list,based on volume or Deleted suppl ers rr other Co factors, , unlessllicable Minimum requests to ill remain n firm during the entirety of the initial term ofthe 1 pp um discounts well rema the J r nlr"u°i, , q Its discount percentage, and will include all Deleted Suppliers charges that may be incurred in fulfilling requlrement(s). Also,the"technology marketplace"is one of Deleted suppliers pricing g g ket lace on a regular basis, It is SLIPP IpF rapid change with 9 Deleted:Supplier required that a verifiablepricin products or revisions matrix be Included with response, In addition to decreasing prices for the balance of the Contract term due to a change in market conditions, _ a.(' , y p g price reductions for a specified lesser period, In Deleted Supplier trt i rc,r may conduct sales promotions involving r the event ,utilizingoducct is discontinued structure,r ,will provide a product of the same or greater -""- P nt functionality proposed Deleted:Supplier Price discounts will be evaluated by applying the;fret,orl-Onn'discount to the lis:,pnces,on the verifiable_ Deleted:Suppliers t price index. " Deleted Iwt, r ed It is con lrarctl r f g,,responsibility to provide the City ,than up-to-date price list for the duration of the Deleted Supplier s 2018011 Page 25 of 41 EXHIBIT 1 DRAFT AGREEMENT 6,1 Prices. All pricing discounts shall be firm for the Term and all extensions or renewals of the Term except where otherwise provided in this Agreement, and include all costs of the );+Inrrolm providing the J�rouurrueervice including transportation, insurance and warranty _ Deleted:Sapph r costs. No fuel surcharges will be accepted unless allowed In this Agreement, The Cily shall not be invoiced at prices higher than those stated In the Agreement Deleted:materials _. of covered ucarsfurther thisrAg Agreement will apply to the undelivered balance�The,C flntl a �N s or services Deleted supplier covered by agrees - _Y - ------p-- - tify The `rwm hell promptly 1 Deleted materials City of such price reductions. " - - "- -" f Deleted:Suppler No price modifications will be accepted without proper request by the'" r rUlar and response Deleted:Suppler by the City is Purchasing Division, 6.21Prigmm6"0pps(met. Any requests for reasonable price adjustments must be submitted in accordance with this section_ Requests for adjustment In cost of labor and/cr c..kYyjucls must Deleten:materials be supported by appropriate documentation.. There is no guarantee the City will accept a price adjustment therefore Y,,ryyIp Siypryshould be prepared for the Pricing to be firm over the Term of r Deleted:sappier the Agreement The City is only willing to entertain price adjustments based on an increase to Supplier's actual expenses or other reasonable adjustment in providing the services/,1'm duch;, Deleted:materials I f under the Agreement.If the City agrees to the adjusted price terms,the City shall issue written approval of the change. During the sixty(60)day period prior to Contract term expiration date of the Agreement, the , ii submit a written request to the City allow an Increase to the on A In an ' Deleted:Supplier amount not to exceed �� Y the twelve month change in thee DnsuraDrPrice�An x f r AYl r an ers mark(CPI-U),US City Average,All Items,Not Seasonally Adjusted as published by the U-S. Department of Labor, Bureau of Labor Statistics(jajr LLvA%.'A,�3.[5,gravY, ,INl, fy,)s,, gIII The City shall review the request for adjustment and respond in wrifing,such response and approval shall not be unreasonably withheld. 6,3 Renewal and Extension Pricing. Any extension of the Agreementwill be at the same pricing as the initial Term, If the Agreement is renewed in accordance with Section 1,pricing may be adjusted for amounts other than lation that t of es The submit a price I 11 adjustment aloon the mutual ng with appropriiatefsuppoM1ngrdor utmentatioou nydemonstrating the c for st�o the Detetea:Su ppl er---- j tgri1i,ir„r:, Renewal prices shall be firm for the term of the renewal period and maybe adjusted - i Deleted:supplier thereafteras outlined in the previous section.There is no guarantee the City will accept a price adjustment. 6.4 Irnvoices, Payment will be made to Contractor following the City's receipt of a properly completed invoice Any issues regarding billing or invoicing must be directed to the City DepartmentlDivision requesting the service or material from the Contractor. A properly completed invoice should contain,at a minimum,all of the following: a. Contractor name,address,and contact information, Is City billing information, c. City contract number as listed on the first page of the Agreement, d. Invoice number and dale e, Payment terms f, Date of service or delivery g Description of j'rrgq p;r v,or services provided', i Iseeted"Mwearls h.. A u ete rriur"tu provided, the quantity delivered ant pricing of each unit ( Dela materials PPllcable Taxes r ete,,,,,,,,,,,,,, ,,, j, Total amount due. 2018011 Page 26 of 41 EXHIBIT 1 DRAFT AGREEMENT 6,5 Payment of Funds. Contractor acknowledges the City may,at its option and where available use a Procurement Cardle-PayaNes to make payment for orders under the Agreement. Otherwise; payment will be through a traditional method of a check or Electronic Funds Transfer(EFT)as available. 6.6 Disallowed Costs,Oyerpaylment, If at any time the City determines that a cost for which payment was made to Contractor is a disallowed cost,such as an overpayment or a charge for y but is of,t BF disservice not in accordance with the Agreement,the City will notify Contractor In writing Deletnp,n,alvftas of the disallowance, such notice will state the means of correction which may be, b not limited to,adjustment of any future claim/invoice submitted by Contractor in the amount of the disallowance,or to require repayment of the disallowed amount by Contractor. Contractor will be provided with the opportunity to respond to the notice. 7. Insurance. 7.1 Contractor must obtain and maintain at its expense throughout the term of Contractor's agreement,at a minimum,the types and amounts of insurance set forth in this Section 6 from insurance companies authorized to do business in the State of Arizona;the insurance must cover the Service to be provided by Contractor under the Agreement. For any insurance pelatatl:naadar misl required under the Agreement, Contractor will name the City of Mesa, its agents, ""'"" representatives, officials, volunteers, officers, elected officials, and employees as additional insured, as evidenced by providing either an additional insured endorsement or proper insurance policy excerpts. 7.2 Nothing in this Section 6 limits Contractor's responsibility to the City. The insurance requirements herein are minimum requirements for the Agreement and in no way limit any indemnity promises)contained in the Agreement. 7.3 The City does not warrant the minimum limits contained herein are sufficient to protect Contractor and subconfractor(s)from liabilities that might arise out of performance under the Agreement by Contractor, its agents, representatives, employees, or subcontractor(s). Contractor is encouraged to purchase additional insurance as Contractor determines may be necessary 74 Each insurance policy required under the Agreement must be in effect at or prior to the execution of the Agreement and remain in effect for the term of the Agreement. 75 Prior to the execution of the Agreement, Contractor will provide the City with a Certificate of Insurance(using an appropriate"ACORY or equivalent certificate)signed by the issuer with applicable endorsements, The City reserves the night to request additional copies of any or all of the policies,endorsements,or notices relating thereto required under the Agreement.. 7.6 When the City requires a Certificate of Insurance to be furnished, Contractor's insurance is primary of all other sources available When the City is a certificate holder and/or an additional insured,Contractor agrees no policy will expire,be canceled,or be materially changed to affect the coverage available without advance written notice to the City. 77 The policies required by the Agreement must contain a waiver of transfer rights of recovery (waiver of subrogation) against the City, its agents, representatives, officials, volunteers, officers elected officials, and employees for any claims arising out of the work of Contractor, u Tutu rtr rarw{pNti=iY daY..t4V'!' 7.8 All insurance certificates and applicable endorsements are subject to review and approval by the City's Risk Management Division 2018011 Page 27 of 41 EXHIBIT 1 DRAFT AGREEMENT 7.9 Types and Amounts of Insurance. Contractor must obtain and retain throughout the term of the Agreement,at a minimum,the following. 7.9,1 Worker's compensation insurance in accordance with the provisions of Arizona law If Contractor operates with no employees, Contractor must provide the City with written proof Contractor has no employees.. If employees are hired during the course of this Agreement, Contractor must procure worker's compensations in accordance with Arizona law. 7,9,2 The Contractor shall maintain at all times during the term of this contract, a minimum amount of $1 million per occurrence/$2 million aggregate Commercial General Liability insurance, including Contractual Liability. For General Liability insurance, the City of Mesa, their agents, officials, volunteers, officers, elected officials or employees shall be named as additional insured, as evidenced by providing an additional insured endorsement, 7,9.3 Automobile liability, bodily injury and property damage with a limit of$1 million per occurrence including owned,hired and non-owned autos.. 8. Requirements ConLreek. Contractor acknowledges and agrees the Agreement is a requirements contract', the Agreement does not guarantee any purchases will be made (minimum or maximum). Orders will only be placed when the City identifies a need and issues a purchase order or a written notice to proceed dl The City reserviss the lvlght to cancel purchase orders pYo, NY s i"nl of aua l 1 or 1, a noticeproceed within a reasonable period of time of issuance', any such cancellation will be in writing., Should a purchase order or notice to proceed be canceled, the City agrees to reimburse Contractorfor any actual and documented costs incurred by Contractor P tliv U;ty 41nE=@alroAnuiluhnuYe �Vrlriu fi911Uwitfiip.l'lpuit1Nr¢.dl6 Cllu jtr(iCp)tf iPp Ot�l,Cah sihf�e+,f}y„Ilpt (AI;r_ylfu t[0(?^ty,fftl,P, fy(gJ!q�rlirI h,pl,°EIm 1 lr,ai 4es Jtr„r„„„kuphief ano).ut(yfnro s@7ifCrlutnl of s).oh t)r,y'chpplp,1u C,opjr,n,VrVr A4� rr EraYlr.. s4ruil,Pau,I@,tsv9r, vol Nrt^ey((J,plyrr rrfl¢r_C.a li nq,Crr, _He1uil1Ji oficy The City will not reimburse Contractor for any avoidable costs incurred after receipt of cancellation including,but not limited to,lost profits, shipment of product, or performance of services. The City reserves the right to purchase contracted items through other sources if determined in the best interests of the City to do so. 9.. Notices.All notices to be given pursuant to the Agreement will be delivered to the Contractor as listed on Page 1 of this Agreement, Notice will be delivered pursuant to the requirements set forth the Mesa Standard Terms and Conditions that is attached to the Agreement as Exhibit C. J0 V.+VARRANfY„t,orgr ar lVL vF?ur lauyy Ph lE iliVgg„Aj;,c ynlcfipl(ernnto_Ile re apoargm u1 of tYrSd a?-ki ,giOmni. ArJylltrern vl➢y Courtli;;ulw Erli war,ivanrt. 11hal of m)yit,es wnrll tru+,pgur(<al it a;rl ii;o alyr vxry�sorgrrdr 6ku+ N!0 tr,ales< y),IW nrulFk0, Ilru Q,dy4 rlmmNifh(i ta7 ao'uv,^well Iry f;v'lnli rchui wrNl matt r4'Ir rxP Gyirpr"7i tat^ laity} i¢} ritlrrAstlrtP),•..l,r lcb i..11r.,.!!e)qr al4!V....i.ap ulkA.r......:rlt,�11 rre zsrlr 6a1?4V.1'L.l Sy: iuis,luli fartpaiy rrrragrtprw i riuh,rrr,ined,I)y lhr,a.,t,0'8,r ou11„arteng7iY�r«r(afrfiGu✓rllyu{+A,arrpr Clr,II7,c' (,'ilw +Miill pperPyrq[ nerhi Mv.,yvi};u„iluPu)n uocx�¢d our.+:yunYi Ylri Agn,i,uii^+rk ern 4tlollin("iryrias eauu�rlr,�en.Pealrciri 11. PH 1)jJGI"VVAR,I vAN fY 6'1ti°itmclor nt at vallue,add_id,ia.ret,'vllwd {_'V+41�pe'tt,IrrinBur Cs iluot Vlra a)VM pg iwerijtn °ty,ii, EV ryV ytrr tilts river ouy w.v.l;rjrn1y Les i�„ghyiYltp q� uL,grflrryldd.lP¢u;dara 8 OlgyL!aurl ur,dv, Ih*,A<uv. ana,11_(rrtr'tl(..1S,V'r"; C+,gll f)"mgn11ie4 �N:',qn tai4 tit l the tl jy wlmJh erne;pniwrde r9 rru Iarnii§,i,Lx inarr ll it!GV tV rf(lint pnnrlont4„ and ti the oxlent qra. ikd by lire 0 M Ihr,Urly slia r Ire Plb•UViHr fici Sig of then OHM rs witi irni On-N,Wicir i"Pr',cl Iu flit Pa dJduf t Conbaclo)r Is nm a µnrtf t1. ,uiy<gn.11 tyros„be t vafr a ilhe Coy if id flora C,dY_,aylcklm lerti .aO (yro 1y q �J(Y, t,sof uuu of any arid titll vuvrritly . e(alred fo 11HP,: - _ CFM's.Predflci 19CCI:P1 AS Ofli WdE PEiCVIUID IN THIC, (\UM LIME 14f ANDICIF ANY r)Inl)lN ISSUI-o i'IV-rY-LB hV 171 tl";, GI;Yrtq VICyr4„(iblt_.hlr pdd Biy i7ls' ,llGrMS All 01M�R V'VhIRHANYItl ',. IIiIWR 2018011 Page 28 of 41 EXHIBIT 1 DRAFT AGREEMENT EAPW,S, R. livinilrD, Iowa,W)ING BUR NfiJ k limo lit), W� AINY 'JVA1,'HANlY OR N�Iml, IiANWHLOY OR, TrNFS5 I-OR A VARTK LAAR (ir ANY WARRANTY RF[Ali YO rI11111) VWY SEIOACKS r.)R i3l'sC�X��IWWUONIAINI 1.) IN HWl PARA(iHAPHDOt 8 1,101 A1,11'Gr YHE II RIVIS, DI ANY WARRANTY PIkOVIRM 1)13Y AN 01 A 12, Representations L if Contractor.To the best of Contractor's knowledge,Contractor agrees that a Contractor has no obligations,legal or otherwise,inconsistent with the terms of the Agreement or with Contractor's undertaking of the relationship with the City P Performance of the services called for by the Agreement do not and will not violate any applicable law, rule,regulation,or any proprietary or other night of any third party c Contractor will not use in the performance of Contractor's responsibilities under the Agreement any proprietary information or trade secret of a former employer of its employees(other than City, if applicable),and d. Contractor has not entered into and will not enter into any agreement whether oral or written in conflict with the Agreement 13 Mesa Standard Terms and Conditions Exhibit C to the Agreement is the Mesa Standard Terms and Conditions as modified by the Parties,which are incorporated by reference into the Agreement as though fully set forth herein In the event of any inconsistency between the terms of the Agreement and the Mesa Standard Terms and Conditions, the language of the Agreement will control,The Parties or a Party are referred to as a 'party' or'parties'in the Mesa Standard Terms and Conditions The Term is referred to as the"tens"in the Mesa Standard Terms and Conditions 14 CounterpprtfanOFoc*iMil2grElf!ctfooi iatuLes This Agreement maybe executed in two (2)or more counterparts each of which will be deemed an original and all of which taken together, will constitute one agreement A facsimile or other electronically delivered signature to the Agreement will be deemed an original and binding upon the Party against whom enforcement is sought 15 firoarwLsfion of Recitals rind Exhibits. All Recitals and Exhibits to the Agreement are hereby incorporated by reference into the Agreement as if written out and included herein In the event of any inconsistency between the terms of the body of the Agreement and the Exhibits the language of the Agreement will control Exhibits to this Agreement are the following • (A)Scope of Work/Technical Specifications • (13)Pricing • (C)Mesa Standard Terms and Conditions • (0)National IPA Agreement 16 Attorneys'Fees The prevailing Party in any litigation arising out of the Agreement will be entitled to the recovery of its reasonable attorneys fees,court costs and other litigation related costs and fees from the other Party. I intigalkin( 1. lbfli— , ,--Rf_h_ -py lfir i n fl R� ilm ry viii,I p r I o,Bi ii I tAV ANY Sl 11:1 C Al P i J N I T[V6, (N 4 R F( I, I N Ct I+N TA I Q R C 0 WIr at�i N I AL F AM A(A. N Q L o 001 1 x N q r[i ki I I f�p 10 �()s S 0 V 0 R DA MAO F .. ........ ................ 10 DA I A OF AN i I C,I PA I 10 R V VEN Q i' OR 11 R 011 S lnaORK °i r 0 Ili I A ,d. C)R 2018011 Page 29 of 41 EXHIBIT 1 DRAFT AGREEMENT IMI1AMMllW OF (}IIILH{4S$ (tIWillI II R OR NUT I ORI 6a I AUi I !Ar.1)WHE II I I RU IdIJ I A I'401.1'(I I!AS Ifi 1{N f41JVl:I I)rll TH POSSII§IL.ITY O1 SUCH IJAMAT' ES I'.Xf.C&rl IN WE CAST OF IIIKAGII C"Jfl IAtlAl iARIVS llWJ1i1Y, OR V'l lVIQ:NiNIr 1NIIY Y(ll'IIT)l,.1+.V'Y DA,.MltyQ lJNV6',lt_Autfl 4,' 1.14111 1. 9NVatMNlli"_AIN�N.: B.IIIflt;;.R T";YTYI.0..J1491;Ifl,Y±,;lndl J1!'tiWfll�urvV(1.gap„ill{,,,0—HILY q;W.,,GONNgCI!lt,1N W,IIH 71119, Af�l+tl MN fA r, W7I% IilO Vr..I1V G:ORil ItlSFgC7 T, iil fAld lTlill A 'I it 490'' V,d111 igQ1,,1 KU I f7, TH FOIA1_ AI]OUNl (11!;_ a N l9_{,i,_!Wti J1,JALI'i 0°Alf,i,,, XS IAYNI µ.F AY 1,ihw_,01Y ICf ,rfmuo7x r.tl�ay ih luu"1_lz TI`I a�Mrt�I 1�l.pi+. &tlr,.YE,Aklriag,wiSJdi`A,Np,1„iilN,.agarr.IV.aUNI YVHIG,aHl GAVI€CAUSb POK aUGH INMINJ I Y t;l1SNOtA H ACKNrOWl l paryr,' [HAI r;lu H AM111NWI HII I0171S 11111,A1111 AIII)N III RISK Sri`I f 1111111 IN 'fI 1111h A0111 9 "I Nil A"11 ]HAiI .Y..MAI:RA A 0:RVYQIJI, N �.CYL.1 iLla.iNICJ THIE...A�CFJITzntr Will.gl;,r�{�ii 11WQ LIMIIN PIONS O111 GIIABILITY. 18 Force Oaliura by either party to perform its duties and obligations will be excused by Movetl(rn"d o ]I'] ry ��� .�M...................................... ...... tin to r@Ums Ac'. a IY od icontrol, p i t o peleretl:FORCE MAJEURE of the public.enemy,riots lidre.explosion legislation and governmental regulation Tina ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,^I party whose performance is so affected will',within five f$I calendar days of the m f r s ephie cir2 umst n a n2tily Ims p h r art of all rim n'facts and identify imentify th farce mail event The party.whi performance is llio offectad most also take all reasonable steps,promptly and diligently,to praygryt$Uch causes if it is feasible to do ao or to minimize or eliminate the effect thampf.. The delivery or performance date will be extended for a pertod equal to life tame lost by reason of delay,plus such additional time as may be reasonably necessary to overcome the effect of III delay,provided howevar under no circumstances will delays caused by a force maieure extend beyond one hundred-twenty t1203 calendar days from the sebedulad dolil or completion elate of a task unless agreod upon by the parties HU ..l otlrg Ftr•,k nlf„Lu� ,iYetrare]!S, l4 Qn Yag9lp tnl ',IM ill bJiM!nhi tar iliac YdPr,gfBQrt]'01tl tl16t}fRSY IYtI dC?i5litUathlrlC•4hrer9tlf r"a irv�iit gkll hi r _e fry gr'hfn�Xlr as aiwrJ Ur ri}n„rrY ri irrrry_o!pair rl.Irim. Iy7111rw1 ,rra,I,f54 Vu,rural at rVrr,:,Tapr1 byllvA,r;ljy„,uT,wh tdr grnue IieYa>EdP4f1 aIS"St kl•y X,Sr f11 rr y,fnlTy if T4 Y+ly, WxPITI.,id IWf r<r°iw�]Y�jaon r=. I) vi(l,j u d rri0r rr'tq s aui))yir v r1 ru o e•tngrt d Vo mnhur J0 1 umn 'dIr r Sir li IAIw ay;. B aAlt i,ulu m of i'uoducl hall Irr nl me II]al cxli Lnxuy III 4'r lnr,trrrE Id-tlunir 4°rrtlnilp Nruurd.9 rde+J sir^,Utitll-HY-rl---_--_ 20. Additional Acts, The Parties agree to execute promptly such other documents and to perform such other acts as may be reasonably necessary to carry out the purpose and intent of the Agreement. 21. Headings. The headings of the Agreement are for reference only and will not limit or define the meaning of any provision of the Agreement By executing below,each Party acknowledges that it understands,approves,and accepts all of the terms of the Agreement and the attached exhibits. IN WITNESS WHEREOF,the parties have executed this Agreement as of the date first above written. CITY OF MESA,ARIZONA By Printed Name 2018011 Page 30 of 41 EXHIBIT 1 DRAFT AGREEMENT CONTRACTOR NAME Title By Date Printed Name REVIEWED BY. Title By Date 2018011 Page 31 of 41 EXHIBIT 1 DRAFT AGREEMENT EXHIBIT A SCOPE OF WORK The Scope of Work/Technical Specifications, National IPA Agreement and Contractor Response will be added here when Agreement is finalized. 2018011 Page 32 of 41 EXHIBIT 1 DRAFT AGREEMENT EXHIBIT B PRICING Attachment A Pricing will be added here when Agreement is finalized, 201 BD11 Page 33 of 41 EXHIBIT 1 DRAFT AGREEMENT EXHIBIT C MESA STANDARD TERMS AND CONDITIONS 1. INDEPENDENT CONTRACTOR. It is expressly understood that the relationship of Contractor to the City will be that of an independent contractor Contractor and all persons employed by Contractor, either directly or indirectly, are Contractor's employees, not City employees Accordingly, Contractor and Contractor's employees are not entitled to any benefits provided to City employees including,but not limited to,health benefits,enrollment in a retirement system,paid time off orother rights afforded City employees Contractor employees will not be regarded as City employees or agents for any purpose, including the payment of unemployment or workers' compensation. If any Contractor employees or subcontractors assert a claim for wages or other employment benefits against the City,Contractorwill defend,indemnify and hold harmless the City from all such claims, 2. SUBCONTRACTING. Contractor may not subcontract work under this Agreement without the express written permission of the City If Contractor has received authorization to subcontract work, it is agreed that all subcontractors performing work under the Agreement must comply with its provisions.. Further, all agreements between Contractor and its subcontractors must provide that the terms and conditions of this Agreement be incorporated therein, 3. ASSIGNMENT. This Agreement may not be assigned either m whole or in part without first receiving _ theiiiN r I arty,)written consent. Any attempted assignment, either in whole or m part, without such Deletes.Gays the Agreement. No granting consent to too assignment right et alsoption fom any consent will be null and void k g g Deleted Cary n y g ,g1 y y of is r Deleted Canhedor obligations and liabilities under the Agreement fid,rtlevrinsl.uurh@7�piw Ouar lrrrr�,rtilhrr l ,opg ma+p issiran flm, Agnia"r nt AAd ill fl itb iniOo,rr h vinh hr`t§.ind rULr{�atrOPu tinivOLAildoi to .t wniw Tsui Imisn Fit r'o u9 trnrrkS.i., rrlr,-t tlrtlr tl all.Lt..lh v4ay,� 4, SUCCESSORS AND ASSIGNS, BINDING EFFECT. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns, 5.. NO THIRD-PARTY BENEFICIARIES. This Agreement is intended for the exclusive benefit of the parties. Nothing set forth in this Agreement is intended to create,or will create,any benefits rights, or responsibilities in any third parties.. 6. NON-EXCLUSIVITY. The City,in its sole discretion,reserves the right to request the r'elu aurr°fis or Dplotde mnit"nnly Slarvices set forth herein from other sources when deemed necessary and a oeteted:s appropriate No _ exclusive rights are encompassed through this Agreement, - -- -- --- - 7. AMENDMENTS. There will be no oral changes to this Agreement. This Agreement can only be modified in a writing signed by bath parties No charge for extra work or material will be allowed unless approved in writing,in advance, by the City and Contractor, 8, TIME OF THE ESSENCE. Time is of the essence to the performance of the parties obligations under this Agreement. 9, COMPLIANCE WITH APPLICABLE LAWS. a, General. Contractor must procure all permits and licenses, and pay all charges and fees necessary and incidental to the lawful conduct of business,Contractor must stay fully informed of existing and future federal, state, and local laws, ordinances, and regulations that in any manner affect the fulfillment of this Agreement and must comply with the same at its own expense. Contractor bears full responsibility for training, safety, and providing necessary equipment for all Contractor personnel to achieve throughout the term of the Agreement.Upon request,Contractor will demonstrate to the City's satisfaction any programs, procedures,and other activities used to ensure compliance. In Drug-Free Workplace. Contractor is hereby advised that the City has adopted a policy establishing a drug-free workplace for itself and those doing business with the City to ensure the safety and health of all persons working on City contracts and projects, Contractor will 2018011 Page 34 of 41 EXHIBIT 1 DRAFT AGREEMENT require a drug-free workplace for all Contractor personnel working under this Agreement. Specifically, all Contractor personnel who are working under this Agreement must be notified in writing by Contractor that they are prohibited from the manufacture, distribution, dispensation, possession, or unlawful use of a controlled substance in the workplace. Contractor agrees to prohibit the use of intoxicating substances by all Contractor personnel, and will ensure that Contractor personnel do not use or possess illegal drugs while in the course of performing their duties. c.. Federal and State Immigration Laws. Contractor agrees to comply with the Immigration Reform and Control Act of 1986(I RCA)in performance under this Agreement and to permit the City and its agents to inspect applicable personnel records to verify such compliance as permitted by law, Contractor will ensure and keep appropriate records to demonstrate that all Contractor personnel have a legal right to live and work in the United States. i. As applicable to Contractor, under the provisions of A.R.S,§41-4401, Contractor hereby warrants to the City that Contractor and each of its subcontractors will comply with, and are contractually obligated to comply with,all federal immigration laws and regulations that relate to their employees and A,R..S, § 23-214(A) (hereinafter'Contractor Immigration Warranty'). it A breach of the Contractor Immigration Warranty will constitute as a material breach of this Agreement and will subject Contractor to penalties up to and including termination of this Agreement at the sole discretion of the City, III. , belated`To City eta F,s trie legal right t Iasr utthe � papers Of all ComwGrOf personnel who provide .r,ices v. Neither Contractor nor any subcontractor will be deemed to have materially breached the under into ayreencnt m en ule trial cortracmr or Contractor Immigration Warranty If Contractor or subcontractor establishes that It has subcontractors are complying arm the Cerithai complied with the employment verification provisions prescribed by Sections 274A and Immigration Narranly Contractor agrees to asaet the 274E of the Federal Immigration and Nationality Act and the E-Verify requirements City'Ill Fannie t any such it pemlons9 iv The City fray,at Its are discretion,conduct random prescribed by A.K S.§23-214(A) verification of the employment resvxds of Contractor and d Nondiscrimination. Contractor represents and warrants that it does not discriminate against arty sub0m Vador to ensure coirpliance with the P ContradOr lrrilho ten Warranty.Coutrerdor agrees to any employee or applicant for employment or person to whom It provides services because of waist the City in regard to ally random ver f Ortloa race, color, religion, sex, national origin, or disability, and represents and warrants that it perforned complies with all applicable federal, state, and local laws and executive orders regarding employment, Contractor and Contractor's personnel will comply with applicable provisions of Title VII of the U.S. Civil Rights Act of 1964, as amended, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act (42 U.S.C. § 12101 at seq.), and applicable holes in performance under this Agreement, e. State Sponsors of Terrorism Prohibition. Per A.R.S. §35-392, Contractor must not be in violation of section 60)of the Federal Export Administration Act and subsequently prohibited by the State of Arizona from selling goods of services to the City. 10. SALES7USE TAX,OTHER TAXES. a. Contractor is responsible for the payment of all taxes including federal, state,and local taxes related to of arising out of Contractor's services under this Agreement, including by way of illustration but not limitation,federal and state income tax, Social Security tax, unemployment insurance taxes, and any other taxes or business license fees as required. If any taxing authority should deem Contractoror Contractor employees an employee of the City,or should otherwise claim the City is liable for the payment of taxes that are Contractors responsibility under this Agreement, Contractor will indemnify the City for any tax liability, interest, and penalties imposed upon the City. b The City is exempt from paying certain federal excise taxes and will furnish an exemption certificate upon request.The City is not exempt from state and local sales/use taxes. 2018011 Page 35 of 41 EXHIBIT 1 DRAFT AGREEMENT 11 AMOUNTS DUE THE CITY. Contractor must be current and remain current in all obligations due to the City during the performance of services under the Agreement. Payments to Contractor may be offset by any delinquent amounts due the City or fees and charges owed to the City. 12, PUBLIC RECORDS. Contractor acknowledges that the City is a public entity,subject to Arizona's public records laws(A,R,S, §39-121 at,seq.)and that any documents related to this Agreement may be subject to disclosure pursuant to state law in response to a public records request or to subpoena or otherjudicial process. 121. If Contractor believes document related to the Agreement contains trade secrets or other proprietary data,Contractor must notify the City and include with the notification a statement that explains and supports Contractor's claim, Contractor also must specifically identify the trade secrets or other proprietary data that Contractor believes should remain confidential. 12,2, In the event the City determines it is legally required to disclose pursuant to law any documents or information Contractor deems confidential trade secrets or proprietary data, the City,to the extent possible,will provide Contractor with prompt written notice by certified mail,fax email or other method that tracks delivery status of the requirement to disclose the information so Contractor may seek a protective order from a court having jurisdiction over the matter or obtain other appropriate remedies, The notice will include a time period for Contractor to seek court ordered protection or other legal remedies as deemed appropriate by Contractor If Contractor does not obtain such court ordered protection by the expiration of said time period,the City may release the information without further notice to Contractor.. 13.. AUDITS AND RECORDS. Contractor must preserve the records related to this Agreement for six (6)years after completion of the Agreement. The City or its authorized agent reserves the right to P Y C'FY, s P P ... .' will permit such inspections and audits during normal business hours c III ntllh¢n Ins ec an il, ncivil records related e o e performance o work specified ie ereln o vcn a. year Contractor W mend upon t Deleted:Indddlbon the Oityrneynnottanyandall rl de s'notice by the City. The audit of records may occur at Contractor's place of business or at 1 payroll billing or omer relevant stoma kept by Contractor City offices,as determined by the City inrelation to the Agree lie n 14, ,DEFAULT. celetetl:reasonable Deletetl:<# BACKGROUND CHECK The City dray a. A party will be in default if that party conduct cdmlrol,driver history,and all omer regusVed i, Is or becomes insolvent or is a party to any voluntary bankruptcy or receivership background checks of Contractor personnel who would perform services udder the Agreement or who will have proceeding,makes an assignment for a creditor, or there is any similar action that affects access tome City Infonnallon,data,oro les in Contractor's capability to perform under the Agreement, I decordnee wlrr,the sty s current background check j i policies Any officer employee,or room that fails the it Is the subject of a petition for involuntary bankruptcy not removed within sixty(60)calendar background Checktrust be ell d ruffiedouelyfor only days, m For il 0,lOw1 lit, Conducts business in an unethical manner as set forth in the City Procurement Rules SECURITY CLEARANCE AND REMOVAL OF Article 7 or In an Illegal manner',or CONTRACTOR PERSONNEL. The City WAI have final d thonty,based On co,o ty r 5 s:p)t0 dE errl when iv. Fails to carry out any term,promise,or condition of the Agreement. security clearance of Contractor personnel is required (')to j b. Contractor will be in default of this Agreement if Contractor Is debarred from participating in daternlinethe nalLlre of the security clearance,up Lu and 1 g P P g Indutlion firgemnrling Contractor perronnel',and lip to City procurements and solicitations in accordance with Alicia 6 of the City's Procurement deter mine whether or not any individual or enu may Rules, provide services under this Agreement If ale(,9ty obigcls to any Contractor persormel for any reasonable wusa not c. Notice and Opportunity to Cure. In the event a party Is in default then the other party may, pronlbued bylaw,then ConVacurwill,upon nonce from me at its option and at any time, provide written notice to the defaulting party of the default The City,removeany such individual from pedomlanne or efain partywill have thirty(30)days from receipt of the notice to cure the default,the thirty canoe,order thisAgreernert ( day y cure period may be extended by mutual agreement of the parties,but no cure period ,Deretelin 4vJ may exceed ninety(90)days.A default notice will be deemed to be sufficient if it is reasonably calculated to provide notice of the nature and extent of such default Failure of the non- defaulting party to provide notice ofthe default does notwaive any rights underthe Agreement, d. Anticipatory Repudiation. Whenever the City in good faith has reason to question Contractor's intent or ability to perform, the City may demand that Contractor give a written 2013011 Page 36 of 41 EXHIBIT 1 DRAFT AGREEMENT assurance of its intent and ability to perform. In the event that the demand is made and no written assurance is given within five(5)calendar days, the City may treat this failure as an anticipatory repudiation of the Agreement. 15. REMEDIES. The remedies set forth in this Agreement are not exclusive. Election of one remedy will not preclude the use of other remedies. In the event of default. a. The non-defaulting party may terminate the Agreement, and the termination will be effective immediately or at such other date as specified by the terminating party.. b. The City may purchase the services required under the Agreement from the open market, complete required work itself,or have It completed at the expense of Contractor Deleted:If Ire rust of obtrim r s bvt cote sevvices reeds the t act prce,the Cr ty nay recoverRre c.. The non-defaulting party will have all other rights granted under this Agreement and all rights axwes cost by(1)MgUlnng irnrnedtate reimbursement to at law or in equity that may be available to it the city lip deduction from an unpaid balance due to Contractor,(iiq collection against the proposal andibr d. Neither party will be liable for incidental,special,or consequential damages. performance security if any,(iv)rvllection against liquidated damages(f applicable),or QQ a combination of 18, CONTINUATION DURING DISPUTES. Contractor agrees that during any dispute between the he amrementiored rernedtes or other remedlee ad parties, Contractor will continue to perform Its obligations until the dispute is settled, instructed to provided by law Oosts ndudes any end all reds and cease performance by the City, enjoined or prohibited by judicial action, or otherwise required or e p rases it rr d IF obtaining bstlhup services and obligated to cease performance by other provisions in this Agreement. xp rded IF claushur,rrirrrou orrt rmwd'ing but not Broiled to,adnnnletrauve expereea,aRaindys'roes.and 17, TERMINATION FOR CONVENIENCE. The City reserves the right to terminate this Agreement in part t costs t or in whole upon thirty(30)calendar days'written notice. 13. TERMINATION FOR CONFLICT OF INTEREST(A.R.S.§38-511). Pursuant to A,R.S..§38-511, the City may cancel this Agreement within three (3)years after its execution, without penalty or further obligation, if any person significantly involved in initiating,securing,drafting,or creating the Agreement for the City becomes an employee or agent of Contractor. 19, TERMINATION FOR NON-APPROPRIATION AND MODIFICATION FOR BUDGETARY CONSTRAINT. The City is a governmental agency which relies upon the appropriation of funds by its governing body to satisfy its obligations. If the City reasonably determines that it does not have funds to meet its obligations under this Agreement, the City will have the right to terminate the Agreement without penalty on the last day of the fiscal period for which funds were legally available.. In the event of such termination,the City agrees to provide written notice of its intent to terminate thirty(30)calendardays prier to the stated termination date. 20. PAYMENT TO CONTRACTOR UPON TERMINATION. Upon termination of this Agreement, Contractor will be entitled only to payment for those services performed up to the date of termination, and any authorized expenses already incurred up to such date of termination. The City will make final payment within thirty(30)calendar days afterthe City hasrecelved Contractor's 1 Deleted:bull r,lcted Is appresal of the materals and properly prepared final invoice, .,cps pravdei and 21 '1rumi l linn fYl-iJrt,Arir ,,trim 14 i[0 nol lflh�4 0 f tr6tlIft0th ns or 01 7ri I:)( t.uvitiar dd ac L ,nky nri tinU CPrttrl iSU,yvbj rthi,ldf r(<`kjgr.wL,iT VIN,a(W rughQgfiv slialk conC)13ueiri r„fl c ao Plp;pasi thor �brr lu,7t,ry B,t,,ht1 Iroi Eu Lu rc rrr,„) Iwttlh I ({r. (qry_¢m h(1l rlrf[._ I V rtcrry m tl lotpre Iipi rr(I(Or a"r...... 22, NON-WAIVER OF RIGHTS. There will be no waiver of any provision of this agreement unless approved in writing and signed by the waiving party. Failure or delay to exercise any rights or remedies provided herein or by law or in equity,or the acceptance of,or payment for,any services hereunder, will not release the other party of any of the warranties or other obligations of the Agreement and will not be deemed a waiver of any such rights or remedies, 23 I N D E M N I F I CA T I O NIL I A B I L I TY. a, To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the City, Its officers, agents, and employees, harmless from and against any and all liabilities, demands,claims,suits,losses,damages,causes ofaction,fines or judgments,including costs, attorneys',witnesses',and expert witnesses'fees, and expenses Incident thereto, relating to, arising 9 O )II t uu tut It n out o(, or resulting from i ,w;p,�,T �k��by Contractor personnel under this ( Deleted:the services provided 2018011 Page 37 of 41 EXHIBIT 1 DRAFT AGREEMENT Agreement, (it) any grgpp;p_negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel and (III)Contractor or Contractor personnel failure to comply wltMnth�.p. Deleted hiw at fullrilaheol of l6n r;.Ipir fist,r On itI A(if u.irt i;t)d. „�• `�, - I - --- - Deleted or fulfill the obligations established by In s as Contractor will update the City during the course of the litigation to timely notify the City of any Agreement issues that may involve the independent negligence of the City that is not covered by this indemnification. c. The City assumes no liability for actions of Contractor and will not indemnify or hold Contractor or any third party harmless for claims based on this Agreement or use of Contractor-provided supplies or services. Q f ;THE CITY'S RIGHT TO RECOVER AGAINST THIRD PARTIES. Contractor will do nothing to Deleted AlWARRANry Central ashm is that the ' prejudice the Clty's right to recover against third parties for any loss,destruction,or damage to City services and materials will conform to the regtlrements or property,and will at the City's request and expense,furnish to the City reasonable assistance and the Agreement Adetonally,hemmed warrants that aservll cooperation, including assistance in the prosecution or defense of suit and the execution of pmesiswiab.piner Themed ins gocceptance ofserved pratesals provided m. The Cty's will not eve service to Instruments of assignment In favor of the City in obtaining recovery, from its obligations my Contractorthis somas not relieve Contractor r from tell are of a substandard drill or usstg If any matenals s NO GUARANTEE OF WORK Contractor acknowledges and agrees that it Is not entitled to deliver - 9. 9 9 services are or a City Contract,, or , .1 h fectery manner change ! any specific amountofpirniuGr or services or any lutrli I,,or services at all under this Agreement deierminrd by the City,Cpmmc[.r.at no additional charge and acknowledges and agrees that the 1,oT rr s or services will be requested by the City on an as to the City, rill provide materials or redo such sere ces until needed basis at the sole discretion of the CityAn document referencing in documents with this Agreement and to the City - y g quantities or reasonable satisfaction 11 performance frequencies represent the City s best estimate of current requirements, but will not unless otherwise agreed,Cornradoi warrants that bind the City to purchase,accept,or pay for. ref;jr,-, or services which exceed Its actual needs materials will be new,unused,of most current manufacture and not discontinued,will be free of defects In materials and _OWNERSHIP. All deliverables, services, and information provided by Contractor or the City workmanship,will be provided in accordance wiIn pursuant to this Agreement (whether electronically or manually generated) including without manufacturers standard warranty for at least one(1)year limitation,reports,test plans,and survey results,graphics,and technical tables,originally prepared unless rawness,specified,and will perform in accordance In the performance of this Agreement,are the property of the City and will w th manufacture r published scachealona 9 P P Y Y II not be used or released .. .. .•..... .... . ........ ............. .......... by Contractor or any other person except with prior written permission by the City Noirefvtltr lanriy.iq 9 Deleted. 01t fft5t psuYh„'.bfY1(I�Atte)t fJJdll tN fdrrtl tlwerart,l±ss urJl lJ, }ti rN, All t)k iI (toxgirkli Iy hxi.Ni iCg iui 116 s9u�u a Deletes matenals }riA fit r,9 rnlH dlCvf 4 1o,wG V`k,lcuv 1It,IAava* rrinr9tPlti rite tp and u7v'rov vinu.I it Ihnrs ku 1y r y " Deleted materials iy ntlYlfYl"n1t.i.III 1l llturi of Got th"Cfnl cY(iG;.;. 3(vy tVstu,rzL,„Iu(MN1g�1�'pVK uO§fi+, ISfq)nl'I �r-••••• •••••• --" --"-• ••••••• � � Deletes Use, po sewn-rtl hy, '-rich selayo/Fio(,y llmn9f.nip tlty-r+st,¢urdver rig,-(t¢ayre ofeuu.urty,+ en Pht Jkgor��friyry, ry f Dstated:,matenals i. USE OF NAME. Contractorwill not use the name of the City of Mesa in any advertising or publicity without obtaining the priorwritten consent of the City. ). PROHIBITED ACTS. Pursuant to A R S.§38-504,a current or former public officer or employee within the last twelve(12)months shall not represent another organization before the City on any matter for which the officer or employee was directly concerned and personally participated in during their service or employment or over which they had a substantial or material administrative discretion, Further,while employed by the City and for two(2)years thereafter, public officers or employees are prohibited from disclosing or using, without appropriate authorization, any confidential information acquired by such personnel in the course of his or her official duties at the City, k, FOB DESTINATION FREIGHT PREPAID AND ALLOWED. All deliveries will be FOB destination freight prepaid and allowed unless otherwise agreed. equipment incidental to providing these services and such injury, or destruction of r('71 di 1" i( Deletes goods I RISK OF LOSS Contractor agrees to bear all risks of loss, N uch loss injury, or deatrucfion r I I rfr Pnryrhu) Irta(Yt�_I r LI l rdi ati ty�I�roR�,f4+I,IIIyJb INS„"{Iry <fpV �tyl,tYY f�q }Y],yI I t,Vt�Ply ilia 6Mar;fin�,IfN"N Deleted:will net release Contracto iron any obligation ril I tr,llvoly, hereunder m. SAFEGUARDING CITY PROPERTY. Contractor will be responsible for any damage to City real property or damage or loss of City personal property when such property is the responsibility of or in the custody of Contractor or its employees. 2D18011 Page 38 of 41 EXHIBIT 1 DRAFT AGREEMENT n. PROPRIETARY RIGHTS INDEMNIFICATION. Wthout limiting the foregoing, Contractor will _ Deleted:<n>wARRArvFLY bF RIGHTS. Contractor without limitation, at Its expense defend the City against all claims asserted by any person that warrants a hat Lille to,or the right allow me coy to use, anything Foo irfyloth erd by Contractor Infringes a patent,copyright trade secret or other Intellectual me materials and services being provided and matmeciry ro and must,without limitation, pay the costs,damages and attorneys'fees awarded may use same without suit vpume or hindrance from property right P Y hl 9 Y Contractor or[[tiro padies against the City in any such action,or pay any settlement of such action or claim,Each party agrees ^-� to notify the other promptly of any matters to which this provision may apply and to cooperate with Deleted n ¶ each other in connection with such defense or settlement. If a preliminary or final judgment is Deleted:<tt provided obtained against the City's use or operation of the items provided by Contractor hereunder or any part thereof by reason of any alleged infringement, Contractor will, at its expense and without limitation,either(a)modify the Item so that it becomes non-infringing, (b)procure for the City the right to continue to use the item,(c)substitute for the infringing item other items)having at least equivalent capability,or(d)refund to the City an amount equal to the price paid, less reasonable usage, from the time of installation acceptance through cessation of use, which amount will be calculated on a useful life not less than five(5)years,plus any additional costs the City may incur to acquire substitute supplies or services. o. CONTRACT ADMINISTRATION. The contract will be administered by the Purchasing Administrator and/or an authorized representative from the using department, All questions regarding the contract will be referred to the administrator for resolution. Supplements may be written to the Contract for the addition or deletion of services, Payment will be negotiated and Moved ep[Y] FORCE MAJEUftE Fatlure by ether party determined by the conlracf admlrllstralnr(5). to perform Rostra,end obligations will be exmsed by unforeseeable uvcuro n[ noes beyond 10 reasonable p- I tnenhd,including J [,of lalrre a ('of the p blio merry q. COOPERATIVE USE OF CONTRACT. This contract is available through National IPA to agencies riots fire explosion,legislation,ardgo errneotn nationwide. The City has also entered into various cooperative purchasing agreements with other r g in five 5)calendar ty hose p he of ties as art-acted viol P P 9 9 within five(5)isparardeysofthemanessesod Arizona government agencies, including the Strategic Alliance for Volume Expenditures(SAVE) ctmurnstance hourly the drerparty of all pemnerR facts and cooperative, Under the SAVE Cooperative Purchasing Agreement,any contract may be extended idenn(y me force nrajeureevent rho party whose for use by other municipalities,school districts and government agencies through National IPA or performr so affected mutt also take au reasonable steps,promptly and diligently,In prevern such causes If if Is SAVE in the State of Arizona with the approval of Contractor. Any such usage by other entities feasible to up 00 OF to minimize or eliminate the effect must be in accordance with the statutes,codes,ordinances,charter andlor procurement rules and ([threat. Trio delivery or padonrmsce do[e will be extended regulations of the respective government agency fora period equal to the time lost by reason of delay,plus such additional erne as maybe reasonably nedereary in oveaome the effect of Hie delay,provided hiowever,under no clrcurb oance,,will delays caused by a force majeure extend beyond one hundred-twenty(120)calendar days from the scheduled confiner or eempleuon date of a[also Orders placed by other agencies and payment thereof will be the sole responsibility of that agency unless agreed upon by the padies The City is not responsible for any disputes arising out of transactions made by others 1 Commented Cpall]:Wearidoing professional services r. FUEL CHARGES AND PRICE INCREASES. No fuel surcharges will be accepted. No price oefetea:Acontracmr rbcornr emr or endoro a r i y increases will be accepted without proper request by Contractor and response by the City's employee of amatted.,,submntrodar or vendor wr,o is Purchasing Division. could.led to provide services an a regular basis at an individual school shall obtain a valid fingerydnt cleaance a, NOTICES. All notices to be given pursuant to this Agreement must be delivered to the parties at card pursuant to tine 41,c[tapter 12,anion a 1 A school their respective addresses. Notices may be (I) personally delivered', (li) sent via certified or Istria governing board,hall adopt policies to reampta registered mail, postage prepaid, (ill)sent via overnight courier, or(Iv)sent via email or facsimile person fmn,the requrremenrs or Pas aposecaou hme pib,cm, normal tub duties are not likely toresult'm If provided by personal delivery,receipt will be deemed effective upon delivery. If sent via certified independent acc©ss ro or unsupervised contact with pupils or registered mail,receipt will be deemed effective three(3)Calendar days after being deposited In j A school district its governing board rnenrbers,Its school the United States mail. If sent via overnight courier, email or facsimile, receipt will be deemed council members and its employee,,are exempt front ami effective two(2)Calendar days after the sending thereof lability for the coriOaquencen of adoption andInipleme r aton of policies and procedures pursuant to this t GOVERNING LAW, FORUM. This Agreement Is governed by the laws of the State of Arizona sutasecllon unless the school district its govening board nornbandThe exclusive ford m selected for an proceeding or au It in law ore equity arising from or Incident to iofg,ossa[toogenceu memtionalrs is Oner Tj aes are yp 9 q y 9 gusty gross negligence or loulavenatrnly employees this Agreement will be Maricopa County,Arizona. If Additionally,(, nlrector will comply ly with the governing a. INTEGRATION CLAUSE. This vorbil y:, sArIfiI ymh Ihrn hi fir hoincorim tl and,including all i body's fingerprinting policy of each it school district attachments and exhibits hereto, supersede all prior oral or written agreements, if any, between and public Entity. contractor,aroundle tors,vendors and the parties and constitutes the entire agreement between the parties with respect to the work to be their employees will riot provide services on school district performed ..,pr p t rn outheired by to seroold r t 6eletEd,Agreement. ......... ......... .. . ...� 2018011 Page 39 of 41 EXHIBIT 1 DRAFT AGREEMENT v. PROVISIONS REQUIRED BY LAW. Any provision required by law to be in this Agreement is a part of this Agreement as if fully stated in it. w. SEVERABILITY. If any provision of this Agreement is declared void or unenforceable, such provision will be severed from this Agreement,which will otherwise remain in full force and effect.. The parties will negotiate diligently in good faith for such amendments)of this Agreement as may be necessary to achieve the original intent of this Agreement, notwithstanding such invalidity or unenforceability x. SURVIVING PROVISIONS. Notwithstanding any completion, termination, or other expiration of this Agreement, all provisions which, by the terms of reasonable interpretation thereof, set forth rights and obligations that extend beyond completion, termination, or other expiration of this Agreement,will survive and remain in full force and effect. Except as specifically provided in this Agreement,completion,termination,or other expiration of this Agreement will not release any party from any liability or obligation arising prior to the date of termination. y. A.R.S.SECTIONS 1-501 and 1.502. Pursuant to Arizona Revised Statutes Sections 1-501 and 1- 502,any person who applies to the City for a local public benefit(the definition of which includes a grant,contract or loan)must demonstrate his or her lawful presence in the United States. As the Agreement is deemed a local public benefit, if Contractor is an individual(natural)person or sole proprietorship, Contractor agrees to sign and submit the necessary documentation to prove compliance with the statutes as applicable. 2018011 Page 4D of 41 EXHIBIT 2 MAILING LABEL CUT ALONG,THE LINE AND AFFIX TO THE FRONT OF YOUR PROPOSAL CONTAINER SEALED PROPOSAL P SCompao Name y Address ......... Citv.State Lo Solicitation#2018011 INFORMATION TECHNOLOGY SOLUTIONS&SERVICES ❑ue Dale'. October 23,2017,at 3:00 p.m.local Arizona time City of Mesa Attn: Purchasing 20 E. Main St., Suite 400 Mesa, AZ 85201 2018011 Page 41 of 41 CR m ,, 0 ' W 0. 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Turbonomic, Inc.-Software Tyco Electronics- Displays and monitors ------.....-......................................._._._........_.._....__.._._._.._.__......._.._._._._...._..--------....._._...._....................--------- Tyler Technologies-Software Unitrends Software-Software Urban Factory-General Accessories and Telephony V7-General Accessories and Telephony Vanguard Integrity Professionals-Software Va ron i s-Software Veeam Software-Software .._ .................................. Veeam Software-Software .............m.,.,.,.,.,.,........_.................................._.._..............................................................................................._..................m..... .... Veracode-Software Verbatim-Computer Accessories, Digital Telephones .......___ ..._--..—..._� ....__._....�_____......... .... .... .... .... .... .... 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WHO Corporation -Software 105 Samsung-General Accessories and Telephony Samsung- Memory Samsung-Office Supplies a................................m_...m......m............................................................m.................�............... _...._._.................................. ................._.............................._ Samsung-Storage Products SanDisk-Memory .__...................... _ __...-......_..................._.._._..........................................__ ............................._............. San Disk-Storage Products SANS Institute-Software SAP-Software SAP BusinessObjects-Software SAS Institute-Software Sea_gate-General Accessories and Telephony _ Seagate-Storage__.. Products ......................................a._................................... e . h Accessories....... ephonv ._m..................................................... Snnheiser-Genera s and T�,.,........�_M...........�...�..m. SentinelOne-Software Sentry Data Systems-Software ServiceNow-Software Sharp- Displays and monitors SIIG-General Accessories and Telephony .............__ _............................._._....__� ._� Siteimprove-Software Snow Software-Software SolarWinds-Software SolarWinds-Software SonkWALL-General Accessories and Telephony SonicWALL-Software Sophos-Software mNmmm ���� mm� Nm Spatial Data Logic-Software _ Spillman Technologies, Inc.-Software So I u n k-Software .....................................................................................................................................................:...._._...._._..._....-----.._......................._...._......._........................................................._.............................._ StarTech.com-Cables StarTech.com -Computer Accessories, Digital Telephones StarTech.com -General Accessories and Telephony _ StarTech.com-Racks ____. .__._.._..__.__..m......�..._....m._._.. ...StarTech.com -Storage Products _ StorageCraft Technology-Software ... .. .... 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Lenovo-Storage Products __...._..................____..............................__.. - Lexmark International -Computer Accessories, Digital Telephones Lexmark International-_General Accessories and Telephony Lexmark International- Printers LG Electronics-Displays and monitors LifeSize-Software Lightspeed Systems-Software Lock Path Inc Software Logitech -Cameras _.. - .............._...................................................................................... ._....__ Logitech-Computer Accessories, Digital Telephones ..............................................................____..............� _ Logmein, Inc.-Software ............... ._......._ ._..--------------—---_.---.___.___....... LogRhythm -Software Malwarebytes-Software --------..........................................................._..................._.........--....------........-_....__............................................. 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NEC-General Accessories and Telephony NETGEAR-Computer Accessories, Digital Telephones NETGEAR-General Accessories and Telephony ...__._...._._.__._..._.._.__�� NetMotion Wireless-Software NetOp-Software Netscout Systems-Software ._._._.....m.m.mm....m.m....._.._.._.._...n_m...._ ....m.m...._.._.._........_.._.._.._...m....m...n..m...m._.__...__________._______..m...�.____ .. NetWrix Corporation-Software ........................ Nimble Storage-Software __._.._........�.._...__. Nintex-Software Nuance Communications-Software Nutanix-Software OGIO-Computer Bags and Cases ................... OKI-Com puter Accessories, Digital Telephones OKI-Printers Olympus-General Accessories and Telephony OpenText-Software oracle-Software _...... . ._.....�......... .......__......�w_................................a..__..................................._ OtterBox-General Accessories and Telephony ....__..._ _...._.._................ _._........._._.__.__..........._____ Overland Storage-Storage Products 102 ------------- -- HIP, Inc.-Computers HP, Inc.-Displays and monitors HP, Inc. General Accessories and Telephony ..___ ...__-._...__ HP, Inc.-Memory_ ----------------------------------- ---....----------------------------_._....._.._._ _.._._....._. HP, Inc.-Office Supplies HP, Inc.-Printers HP, Inc. -Software HP, Inc.-Storage Products IBM -Computer Accessories, Digital Telephones I B M -Software I d e ra -Softwa re Imperva -Software Imprivata, Inc.-Software Incapsulate LLC-Software Incipio Technologies-Computer Bags and Cases Inciplo Technologies-General Accessories and Telephony .....................__................................... ......._._.. Informatica Corporation -Software Intel-General Accessories and Telephony ..-----------------------...-----------------------..-..-....-----.._..._........................._...._......................................._.................._ Intel -Storage Products ._...._..._.. Intermec-Printers Intermedix-Software .._.._.._.................______..........__..._.__._..__.._.,...__..._.....,.,.__.........._.._......_......................._.._..........._....................._................... ............. InterSystems-Software IOGEAR-Computer Accessories, Digital Telephones - ---__-'-'_.___...__..........._....... ........... p _. .... switch-Software ..._,_._.__.__.._._._._._.____........ Ipswitch-Software Ivanti -Software Jabra -General Accessories and Telephony JAM F Software-Software JAM F Software-Software _ Juniper Networks-General Accessories and Telephony Kaspersky Labs-Software ----.................._._..._._._._.._._..._.._:..._.._.._.._.._.._.._.._._._..--------_._._...._......._------------ --------- Kaspersky Labs-Software Kensing_ton -Computer Accessories, Digital Telephones Kensington-Computer Bags and Cases ._______. .._....._...................__._.__._........._._._...._.._._... _...____.._____..:___...___.....:::...____.....__________.._____...._.......................__..... �.. Kensington-General Accessories and Telephony Kingston Technology-Memory .._......-------------...._.................................................._.—............................._............_.._._._.._...........---.------------------._._..............._._....................._. Kingston Technology-Storage Products ..- --........................................................_:..................--........ --==-------_----------------------..._..---.....—..--------.....—.— Kodak-Cameras Kofax Image Products-Software Kronos Software Laserfiche-Software Lawsoft-Software .._..... _......_._.__.._..........................._... Lenovo-Batteries Lenovo-Computer Accessories, Digital Telephones Lenovo-Computer Bags and Cases Lenovo-Computers ...............__.__._._._._.__._._..._.................... Lenovo- Displays and monitors Lenovo-General Accessories and Telephony 101 eReplacements-General Accessories and Telephony .................--..._..................._......_._..............—......-----................__............_....................._..........................................................._ Ergotron-Computer Accessories, Digital Telephones Ergotron-General Accessories and Telephony Erwin-Software Erwin-Software ESET-Software Exabeam, Inc-Software FS Networks-Software Faronlcs-Software Fellowes-General Accessories and Telephony ....-------........................_..... ------- -- FireEye-Software Fischer International Identity-Software Flexera Software-Software ......... ..____ .......______... ....................,..._.._ -_---- ___......_ Forcepoint LLC-Software ..m.m...._..m..m._.........._._a...........__.__.___...--..Fo reScout Technologies-Software....................................______...............___. Forge Rock-Software ...................................... ._..............._................................w..................._........... ._....._................._........ ._._.. Fortinet-General Accessories and Telephony ..n........................................................................................_........_____....__....._._._........_.....____.._._._.._'_______.__._._.._._._..._._......._._.._..._._.._...._.._._.......... Fortinet-Software Fortinet-Software Fujifilm -Cameras — ----.........................._......................................._.............__..........................................................................................._._................................................. -- Fujitsu-Batteries Fuiitsu -Computer Accessories, Digital Telephones Fujitsu-Computer Bags and Cases -------- Fujitsu-Computers ....m.........................._.................................._ .._........... ..... Fujitsu-General Accessories and Telephony Fujitsu-Memory ..._._...................................................................... . , ._.__............,._........... ..,..... _...__._._'........ .. ..........,....................................., ......... Fujitsu Storage Products ............................................................................................................................................... .............­..............m........_...................._._.....__................m......................... Genus Technologies-Software GFI Software-Software GlobalSCAPE-General Accessories and Telephony ----- --.................................................................................._._..................... . . . GlobalSCAPE-Software ---------- Griffin Technology-General Accessories and Telephony Hewlett Packard Enterprise-Cables Hewlett Packard Enterprise-Computer Accessories, Digital Telephones ..................................................................................... .....:.�........ ........................m..m._.._._..__............_........_______.. Hewlett Packard Enterprise-Computers Hewlett Packard Enterprise-General Accessories and Telephony Hewlett Packard Enterprise-Memory Hewlett Packard Enterprise-Racks ............ ___ ___-..__....._.....__..._...__.._.._-_--.._..._.._.._ Hewlett Packard Enterprise-Software --- - Hewlett Packard Enterprise-Software Hewlett Packard Enterprise-Storage Products ........................................................................._._....._. Honeywell -Computer Accessories, Digital Telephones Honeywell-General Accessories and Telephony ......-.....-----------...------ - Honeywell-Printers Hootsuite-Software ........__.........................__.... ........HP, -Batteries HP, Inc.-Computer Accessories, Digital Telephones HP, Inc.-Computer Bags and Cases 100 Cherwell Software Chief Manufacturing-Computer Accessories, Digita l Telephones Cisco Systems-Cables Cisco Systems-Computer Accessories, Digital Telephones .............__.._..__._.._,...._......_..... - Cisco Systems-General Accessories and Telephony Cisco Systems-Racks Cisco Systems-Software Cisco Systems-Software _................. ..... . .................................... Cisco Systems-Storage Products Citrix Systems-Software CODi Computer Bags and Cases CorrmVault Systems-Software .m..........................._.m.m.______._._a..__..__......_.._.....---'--"'-'_""'__...._........_............ Comprehensive Cable-Cables .....___..._..................__............... ---------- --- Condusly Technologies-Software Corel-Software ._.__....._........._.. CrowdStrike-Software CSI Technology Group-Software ___......._.......... :_...____.._....................................................................... ...._._ Da-Lite Screen-General Accessories and Telephony _..._..___.m._... ..... Decision Lens-Software _...._.... _............................................._.................. _..._._......._._... Dell -Batteries ....Y.............._............___.__._...._..__.__.____..__.__.__.__...-Dell-Cables Dell-Com.............. ..... ........................._.............................................................. Dell-Computer Bags and Cases Dell -Computers _.... .......................... Dell - Displays and monitors ...---............-..._._................... ................................................_.._:..-- Dell-General Accessories and Telephony Dell -Memory _............. ......_.........._._:...�a............................................. _...... Dell-Printers .___..._............... Dell -Racks ................................................._..._........................,.........................._._.._ Dell -Storage Products ....._.____........_______.._.................._.._...............m....____......_..........................._....._......._......... ...._.. D-Link Systems-Computer Accessories, Digital Telephones DocuSign -Software .. ........... ................................................................................_......._.._..._...................................... _Dropbox-Software Eaton Corporation -Computer Accessories, Digital Telephones Eaton Corporation -Racks ____...._-------—.--------—._____............._................................_ ..........._.............. _.._.. ._...._...m........._.._...._._... EDGE Memory- Memory .................................................... EDGE Memory-Storage Products Elite Screens-General Accessories and Telephony Embarcadero Technologies-Software Embarcadero Technologies-Software EMC-Software enChoice-Software EMIT Software LLC-Software EntlT Software LLC-Software ._.__.........._............,......�.�.................._.........._..................... Epson-Computer Accessories, Digital Telephones ..............................._...._... _._.......�_'-'=— Epson-General Accessories and Telephony Epson-Printers e Replacements- Batteries 99 Barracuda Networks-General Accessories and Telephony ._._ .._... ...... ..................................................__..w._............ ._..........___.__.________...___.. Barracuda Networks-Software Barracuda Networks-Storage Products Battery Technology-Batteries Battery Technology-General Accessories and Telephony Belkin-_Cables _ ---- Belkin -Computer Accessories, Digital Telephones Belkin-Computer Bags and Cases Belkin-General Accessories and Telephony --------------- BenQ- Displays and monitors ........................... Bentley Systems-Software BeyondTrust Software-Software Bitdefender-Software Black Box-Cables Black Box-Computer Accessories, Digital Telephones Black Box-General Accessories and Telephony ........_............................... .. ................... .................._....___ ......__......___.,........_...__—._._.___�. Black Box-Racks Bluebeam Software-Software Bluebeam Software-Software ._................._........................................._._._......................................_.................. ............. ......n..n._......- BMC Software-Software _. ._.._.............................__-----------_...._..._......... .: Bomgar-Software Box-S_o_ftware _.�.___......___.._._..._....___ Brenthaven--Computer Bags and Cases Brocade Communications Systems-Computer Accessories, Digital Telephones Brocade Communications Systems-Software Brocade Communications Systems-Software Brother-Computer Accessori es, Digital Telephones Brother-Office Supplies Brother- Printers _._.__._............____............_..._.._.._.._...._._......._._.._.._____..._._..___..................._.... Buffalo Technology-Storage Products - ....... __......._ BUSlink-General Accessories and Telephony - BUSlink-Storage Products C2G-Cables C2G-Computer Accessories, Digital Telephones -----------._..__..................................................... C2G-General Accessories and Telephony CA Technologies Software ........ ._. ............ .._. --..-. Canon - Batteries .___ .............................................._...._._.__._.__ .......__r..a....._a........_..._..................... Canon-Cameras . ...... Canon-Computer Accessories, Digital Telephones Canon -General Accessories and Telephony .. .., ,., Canon Printers __...�....�._._.........._............_.........._._.._.._.�...__._........_.—. _...._.__.................. Carbon Black-Software ................................................... _.............._............................. Cartegraph-Software Case Logic-Computer Bags and Cases Case Logic-General Accessories and Telephony ............_._......._.....................................................................m.m.... _..mm........................................................._.m.......................................... __._._._... Cellebrite-Software Check Point Software Technologies-General Accessories and Telephony Check Point Software Technologies-Software 98 PARTNERS Immediately following is a high-level list of the products SHI is able to provide to the City of Mesa/IPA. Upon award, SHI would be happy to provide a much more comprehensive list if necessary. .........___................. ® 3M-Computer Accessories, Digital Telephones 3M-General Accessories and Telephony Accellion-Software Acer-ComputerAccessories, Digital Telephones Acer-Computers .............................................. ...._...... ,. Acer-Displays and monitors ---------------------...... ..._._...._.._._.._.._.._.._.._.._.._.._..-- — Acronis Software-General Accessories and Telephony Acronis Software-Software _ ...._.......-......__._.__.....__._w _. _. ....... ........ Acronis Software-Software .__..__...._..._._._...._..._- AddOn-Cables AddOn-General Accessories and Telephony AddOn-Memory Adesso-ComputerAccessories, Digital Telephones Adobe Software Agate Software-Software Alien Vault-Software Alliance Enterprises-Software Altova-Software APC by Schneider Electric-Computer Accessories, Digital Telephones _ ...................................................................................................................._...........� APC by Schneider Electric-Racks ___......__...._____ _..__._.................____w.._...___..._.-----______........._____.......................... Apple-Computer Accessories, Digital Telephones Apple-Computers Apple-General Accessories and Telephony Apricorn -Storage Products Areserve-Software AssetWorks Software ..........................................._w_........_.... ASUSTeKCOMPU_TER-Computer Accessories, Digital Telephones ._........_..-._..........._ -ASUSTeK COMPUTER-Computers ASUSTeK COMPUTER-Displays and monitors ASUSTeK COMPUTER-General Accessories and Telephony Atlassian-Software Attachmate-Software ......................_......._........... ._.__ Attunity-Software Audio-Technica -General Accessories and Telephony Autodesk-Software ...................................................... Avery-Office Supplies Axiom Memory Solutions- Batteries Axiom Memory Solutions-Cables Axiom Memory Solutions-General Accessories and Telephonymm .....................__......................_...... _...�.._...._. Axiom Memory Solutions-Memory ............................................ Axiom Memory Solutions-Storage Products Axway-Software B&B Electronics Manufacturing Company General Accessories and Telephony 97 Efficiency Assets to Sales% 22.5 88.1 1 Sales(Net Working Capital 22.9 3.0 q Utilization Total Liabilities/Not Worth(%) 343.5 59.5 4 This information may not be reproduced in whole or in part by any means of reproduction. 2005-2016 Dun&Bradstreet.Inc. zl Sales 5,797,204,000 5.003,074,575 Long Term Use 0 0 Net Profit(Lass) 89,269,000 74,773,105 Additional Financial Data Fiscal Consolidated statement dated DEC 31 2014 Assets Liabilities Cash B4,26B4O00 Accis Pay 801,001,000 Axis Roe 1,122,641,000 Wholesale Financing Agree Advances 163,538.000 Inventory 52,776,000 Accruals 45,814,000 Prepaid Exps&Sundry Receivable 5,236,000 Due To Related Party 502,000 Carr Assets 1,264,921,000 Carr Liabs 1,011,455,000 Flxt&Equip 40,162,000 COMMON STOCK 100,000 Security Deposits&Other Assets 805,000 ADDIT.RD.-IN CAP 30Q000 ACCUM OTHER COMPREHENSIVE INCOME 1,895,000 RETAINED EARNINGS 292.138.000 Total Assets 1,305,888,000 Total Liabilities+Equity 1,305,888,000 From JAN 01 2014 to DEC 31 2014 annual sales$5,797,204,000:cost of goods sold$5,354,580,000.Gross profit$442,624,000:operating expenses $348,727,000,Operating Income$93,897,000;other income$794,0001 other expenses$3,512,000;net income before taxes$91,179,000;other tax $1,910,000. Net Income$89,269,000. Extent of audit,if any,not indicated. Fixed assets shown net less$33,278,760 depreciation, On MAY 01 2015 Akif Nizarn,controller,referred to the above figures. Request Financial Statements Requested financials are provided bySHI INTERNATIONAL CORP and are not DUNSRight certified. Key Business Ratios Statement Date Dec 31 2014 Based on this Number of Establishments 18 Industry Norms Based On 18 Establishments This Business Industry Median Industry Quartile Profitability Return on Sales% 1.5 7.8 4 Return on Net Worth% 30.3 16,8 2 Short-Term Solvency Current Ratio 1.3 2„6 4 Quick Ratio 1,2 2.0 3 Operations 0 510 612 01 5 Provides computer programming services,specializing in software development of applications.Provides computer and data processing,and preparation and data processing services. Description: Has 15,000 accounts).Terms are Net 30 days.Sells to commercial concerns and governmental accounts.Territory International. Nonseasonal. Employees: 2,850 which includes officer(s).1,400 employed here. Facilities: Owns 440,000 sq.It In on 1st-4th floor of a five story brick a building. Location: Central business section on side street. Branches: This business has multiple branches,detailed branch/division information is available in Dun&Bradstreers linkage or family tree products.. This business has one subsidiary. Subsidiaries: ShilGovernment Solutions,Inc. SIC&NAICS SIC: Based on information in our file,D&B has assigned this company an extended 8-digit SIC..D&B's use of 8-digit SIGs enables us to he more specific about a company's operations than if we use the standard 4-digit code. The 4-digit SIC numbers link to the description on the Occupational Safety&Health Administration(OSHA)Web site.Links open in a new browser window. 7371 0300 Computer software development and applications 7374 0000 Data processing and preparation 7374 9902 Data processing service NAICS: 541511 Custom Computer Programming Services 518210 Data Processing, Hosting,and Related Services 518210 ❑ata Processing, Hosting,and Related Services Financials Company Financials: D&B 05106f2015 Two-year Statement Comparative: Fiscal Fiscal Consolidated Consolidated Dec 312014 Dec 312013 Current Assets 1 264,921,000 1.087.524,149 Current Liabilities 1,011,455,000 873,910,309 Current Ratio 1.25 1.24 Working Capital 253,466,000 213,713,840 Other Assets 40,967,000 42,138,512 Net Worth 294,433.000 255,852,352 Special Events Currency:Shown in USD unless otherwise indicated '' Special Events 02124/2016-MERGERlACOUISITION According to published reports,SHI International Corp.announced that it has acquired Easlridge,DUNS 124591228,(Winston Salem,NC),. History & Operations Currency:Shown in USE unless otherwise indicated Company Overview Company Name: SHI INTERNATIONAL CORP. Doing Business As SOFTWARE HOUSE INTERNATIONAL SHI Street Address: 290 Davidson Ave Somerset, NJ 08873 Phone: 732 764-8888 Fax 732-805-0818 URL hdp.ilwww.shi.com History Is clear Operations Profitable Present management control 27 years Annual Sales 5,797,204,000 History The following information was reported:0510612015 THAI LEE,CEO KOGUAN LEO,CHB HAL JAGGER,V PRES Officer(s): PAUL NO CFO-SEC-V PRES MELISSA GRAHAM,V PRES CELESTE LEE,V PRES AL FITZGERALD,V PRES DIRECTOR(S): THE OFFICER(S) The New Jersey Secretary of Slate's business registration file showed that SHI International Corp. was registered as a corporation on November 1989, under the file registration number 0100434583. Business started 1989 by Leo Koguan,60%of capital stock is owned by Thai Lee.40%of capital stock is owned by Leo Koguan, In November 1989,Software House International Inc was formed by Leo Koguan with the purchased of assets of Software House. THAI LEE born 1958,Thai holds an MBA from Harvard Business School. KOGUAN LEO born 1955, Koguan holds a Master's in International Relations.. HAL JAGGER. Hal obtained his B,A,of Political Science from the University of California,Davis in 1994. PAUL NG. 1989-present active here. MELISSA GRAHAM,Antecedents not available, CELESTE LEE..Celeste holds a Master's from Harvard University. AL FITZGERALD,Antecedents not available, Collateral General intangibles(s)including proceeds and products-Computer equipment including proceeds and products-Equipment including proceeds and products Type Original Sec.Party HEWLETT-PACKARD FINANCIAL SERVICES COMPANY,BERKELEY HEIGHTS,NJ Debtor SHI INTERNATIONAL CORP. Filing No. 50126880 Filed With SECRETARY OF STATENCC DIVISION,TRENTON, NJ Date Filed 2011-11-18 Latest Info Received 12/1211 Collateral General intangibles(s)including proceeds and products-Computer equipment including proceeds and products-Equipment including proceeds and products Type Original Sec.Party HEWLETT-PACKARD FINANCIAL SERVICES COMPANY,BERKELEY HEIGHTS,NJ Debtor SHI INTERNATIONAL CORP. Filing No. 50111916 Filed With SECRETARY OF STATE/UCC DIVISION,TRENTON, NJ Date Filed 2011-10-28 Latest Info Received 11/11/11 Collateral Equipment and proceeds Type Original Sec.Party BANC OF AMERICA LEASING&CAPITAL,LLC,CHICAGO,IL EMC CORPORATION,HOPKINTON, MA Debtor SHI INTERNATIONAL CORP. Filing No. 26705781 Filed With SECRETARY OF STATDUCC DIVISION,TRENTON,NJ Date Filed 2015-05-14 Latestlnfo Received 07/28/15 Government Activity Activity summary Borrower(Dir/Guar) NO Administrative Debt NO Contractor YES Grantee NO Party excluded from federal program(s) NO Possible candidate for socio-economic program consideration Labour Surplus Area NIA Small Business NIA 8(A)firm NIA The details provided in the Government Activity section are as reported to Dun&Bradstreet by the federal government and other sources.. Filing No. 51220974 Filed With SECRETARY OF STATEIUCC DIVISION,TRENTON,NJ Date Filed 2015-06-25 Latest Info Received 07131/15 Collateral Accounts receivable and proceeds-Account(s)and proceeds Type Original Sec.Party CITIBANK,N.A.,ITS BRANCHES,SUBSIDIARIES AND AFFILIATES, NEW YORK,NY Debtor SHI INTERNATIONAL CORP. Filing No. 50581191 Filed With SECRETARY OF STATE/UCC DIVISION,TRENTON, NJ Date Filed 2013-07-25 Latest Info Received 08/16/13 Collateral Inventory and proceeds-Assets and proceeds-Account(s)and proceeds-General mengibles(s)and proceeds-and OTHERS Type Original Sec.Party EVERBANK COMMERCIAL FINANCE,INC.,PARSIPPANY,NJ Debtor SHI INTERNATIONAL CORP. Filing No. 5045176C Filed With SECRETARY OF STATEUCC DIVISION,TRENTON,NJ Date Filed 2013-02-21 Latestlnfo Received 03/18/13 Collateral Inventory and proceeds-Assets and proceeds-Accouri and proceeds-Computer equipment and proceeds-and OTHERS Type Original Sec.Party SG EQUIPMENT FINANCE USA CORP._JERSEY CITY,NJ Debtor SHI INTERNATIONAL CORP.. Filing No. 503635DE Filed With SECRETARY OF STATEIUCC DIVISION,TRENTON,NJ Date Filed 2012-10-17 Latestlnfo Received 12I20l12 Collateral Accounts receivable and proceeds-Contract rights and proceeds Type Original Sec.Party JPMORGAN CHASE BANK,NATIONAL ASSOCIATION,CHICAGO.It Debtor SHI INTERNATIONAL CORP, Filing No. 50219681 Filed With SECRETARY OF STATEIUCC DIVISION,TRENTON,NJ Date Filed 2012-04-04 Latestlnfo Received 04I19112 Type Partial release Sec.Party IBM CREDIT CORPORATION,ATLANTA,GA Debtor SOFTWARE HOUSE INTERNATIONAL,INC. Filing No. 1922103 Filed With SECRETARY OF STATEIUCC DIVISION,TRENTON,NJ Date Filed 2013-02-13 Latest Info Received 04/16/13 Original UCC Filed Date 1999-08-05 Original Filing No. 1922103 Type Continuation Sec.Party IBM CREDIT CORPORATION,ATLANTA,GA Debtor SOFTWARE HOUSE INTERNATIONAL, INC. Filing No. 1922103 Filed With SECRETARY OF STATEIUCC DIVISION,TRENTON,NJ Date Filed 2014-04-16 Latest Info Received 09/09/14 Original UCC Filed Date 1999-08-05 Original Filing No. 1922103 Collateral Inventory including proceeds and products-Chattel paper including proceeds and products Type Original Sec.Party BANG OF AMERICA LEASING&CAPITAL,LLC,CHICAGO,IL Debtor SHI INTERNATIONAL CORP Filing No. 26077512 Filed With SECRETARY OF STATEIUCC DIVISION,TRENTON,NJ Date Filed 2011-09-14 Latest Info Received 10/14/11 Type Amendment Sec.Party BANC OF AMERICA LEASING&CAPITAL.LLC,CHICAGO, IL BANK OF AMERICA,NATIONAL ASSOCIATION.CHICAGO,IL Debtor SHI INTERNATIONAL CORP Filing No. 26077512 Filed With SECRETARY OF STATEIUCC DIVISION,TRENTON,NJ Date Filed 2011-10-03 Latest Into Received D2/16/12 Original UCC Filed Date 2011-09-14 Original Filing No. 26077512 Collateral Accounts receivable and proceeds-Account(s)and proceeds Type Original Sec.Party CITIBANK,N A„ITS BRANCHES,SUBSIDIARIES AND AFFILIATES,NEW YORK,NY Debtor SHI INTERNATIONAL CORP, Type Partial release Sec.Party IBM CREDIT LLC,ATLANTA,GA Debtor SOFTWARE HOUSE INTERNATIONAL,INC. Filing No. 1922103 Filed With SECRETARY OF STATE/UCC DIVISION,TRENTON,NJ Date Filed 2012-06-25 Latest Info Received 09104/12 Original UCC Filed Date 1999-08-05 Original Filing No. 1922103 Collateral SECURITY INTEREST and proceeds Type Partial release Sec.Party IBM CREDIT CORPORATION,ATLANTA,CA Debtor SOFTWARE HOUSE INTERNATIONAL, INC. Filing No. 1922103 Filed With SECRETARY OF STATEIUCC DIVISION,TRENTON,NJ Date Filed 2012-08-01 Latestlnfo Received 09/28112 Original UCC Filed Date 1999-08-05 Original Filing No. 1922103 Collateral CONTRACT and proceeds Type Partial release See.Party IBM CREDIT CORPORATION,ATLANTA,GA Debtor SOFTWARE HOUSE INTERNATIONAL,INC. Filing No. 1922103 Filed With SECRETARY OF STATF/UCC DIVISION,TRENTON,NJ Date Filed 2012-11-01 Latest Info Received 01/10/13 Original UCC Filed Date 1999-08-05 Original Filing No. 1922103 Collateral CONTRACT and proceeds Type Amendment Sec.Party IBM CREDIT CORPORATION,ATLANTA,GA Debtor SOFTWARE HOUSE INTERNATIONAL,INC. Filing No. 1922103 Filed With SECRETARY OF STATE/UCC DIVISION,TRENTON,NJ Date Filed 2012-11-15 Latest Info Received 02128/13 Original UCC Filed Date 1999-06-05 Original Filing No. 1922103 Collateral SECURITY INTEREST and proceeds Type Continuation Sec.Party IBM CREDIT CORPORATION,ARMONK,NY IBM CREDIT CORPORATION,ATLANTA,GA Debtor Still INTERNATIONAL CORP.and OTHERS Filing No. 1922103 Filed With SECRETARY OF STATE/UCC DIVISION,TRENTON,NJ Date Filed 2009-03-16 Latest Info Received 05/15/09 Original UCC Filed Date 1999-08-05 Original Filing No. 1922103 Collateral CONTRACT and proceeds Type Partial release Sec.Party IBM CREDIT CORPORATION,ATLANTA,GA Debtor SOFTWARE HOUSE INTERNATIONAL,INC. Filing No. 1922103 Filed With SECRETARY OF STATEIUCC DIVISION,TRENTON, NJ Data Filed 2011-10-03 Latest info Received 12I20M2 Original UCC Filed Date 1999-08-05 Original Filing No. 1922103 Collateral SECURITY INTEREST and proceeds Type Partial release Sec.Party IBM CREDIT CORPORATION,ARMONK,NY Debtor SHI INTERNATIONAL CORP.and OTHERS Filing No. 1922103 Filed With SECRETARY OF STATE/UCC DIVISION,TRENTON,NJ Date Filed 2011-12-21 Latest Info Received 04/07/12 Original UCC Filed Date 1999-08-05 Original Filing No. 1922103 Collateral SECURITY INTEREST and proceeds Type Partial release Sec.Party IBM CREDIT CORPORATION,ATLANTA,GA Debtor SOFTWARE HOUSE INTERNATIONAL,INC. Filing No. 1922103 Filed With SECRETARY OF STATE/UCC DIVISION,TRENTON,NJ Date Filed 2012-03-23 Latestlnfo Received 05/16/12 Original UCC Filed Date 1999-08-05 Original Filing No. 1922103 Collateral AGREEMENT and proceeds Amount 64 Status Released CASE NO. J619037 Type County Tax Filed By TAX COLLECTOR Against SHI INTERNATIONAL CORP,SAN FRANCISCO,CA Where Filed SAN FRANCISCO COUNTY RECORDERS OFFICE,SAN FRANCISCO,CA Date Status Attained 11120115 Date Filed 01103114 Latest Info Received 12123115 UCC Filings Type Continuation Sec.Party IBM CREDIT LLC Debtor SOFTWARE HOUSE INTERNATIONAL,INC. Filing No. 1922103 Filed With SECRETARY OF STATE/UCC DIVISION,TRENTON,NJ Date Filed 2004-05-18 Latest Info Received 06101/04 Original UCC Filed Date 1999-08-05 Original Filing No. 1922103 Collateral All Negotiable instruments including proceeds and products-All Inventory including proceeds and products-All Account(s)including proceeds and products-All Computer equipment including proceeds and products-and OTHERS Type Amendment Sec.Party IBM CREDIT LLC Debtor SOFTWARE HOUSE INTERNATIONAL,INC. Filing No. 1922103 Filed With SECRETARY OF STATE/UCC DIVISION,TRENTON,NJ Date Filed 2005-02-01 Latestlnfo Received 03/02105 Original UCC Filed Date 1999-08-05 Original Filing No. 1922103 Type Amendment Sec.Party IBM CREDIT CORPORATION,ATLANTA,GA IBM CREDIT CORPORATION,ARMONK,NY Debtor SOFTWARE HOUSE INTERNATIONAL INC and OTHERS Filing No. 1922103 Filed With SECRETARY OF STATEIUCC DIVISION,TRENTON,NJ Date Filed 2008-10-02 Latestlnfo Received 11/25108 Original UCC Filed Date 1999-08-05 Original Filing No. 1922103 Ppt-Slow 30 5,000 1,000 1,000 1 15 N30 1 me Ppt-Slow,30 1,000 0 0 2-3 mos Apt-Slow 60 600,000 85,000 15,000 1 me Ppt-Slow 60 2,500 2,500 1,000 1 me Pot-Slow,60 1,000 0 0 2-3 mos Pat-Slow 90 100,000 0 0 2-3 mos Ppt-Slow 90 25,000 15,000 15,000 2-3 mos Plat-Slow 90 1,000 500 500 2-3 mos Ppt-Slow,240 5.000 0 0 2-3 mos Slow 10 500 0 0 6-12 mos Slow 10 500 0 0 N30 6-12 mos Slow 30 100,000 25,00o 25,000 1rco Slow 30 Tji)(l 7,500 5,000 1 mp Blow 90 2500 1,000 1,000 N30 1 rino Slaw,60 500 0 0 N30 6-1 1 m4ls Blnv60 500 100 0 I itio :[IDov�r 90 4500 2500 2,500 2 3 mos Slow 30-90 1,000 500 100 'I mo Slow:30-80 250 250 250 4-5 m is Slow 30 90100 100 100 slow 30-90, 1moo 7,500 7,500 4-5rnos Skrvv 90'. 50 51) hO (077) 0 0 0 Cash 2-3 mos account 06115 sitsw 60 20,000 0 0 N30 5-12 inns 03115 Pillow 60 X)000 0 0 4-'i mo;e (080)Credit refused, 100 100 100 1 me Payments Detail Key: Of 30 or more days beyond terms Payment experiences reflect how hills are paid in relation to the terms granted.In some instances payment beyond terms can bathe result of disputes over merchandise,skipped invoices,etc.Each experience shown is from a separate supplier.Updated trade experiences replace those previously reported. Public Filings Currency:Shown In USD unless otherwise indicated k47 Summary The following data includes both open and closed filings found in D&B's database on this company, Record Type d of Records Most Recent Filing Date Bankruptcy Proceedings 0 - Judgments 0 - Liens 1 01/03/14 Suits 0 - UCCs 68 08111115 The fallowing Public Filing data is for information purposes only and is not the official record Certified copies can only be obtained from the official source, Liens A lien holder can file the same lien in more than one filing location.The appearance of multiple liens filed by the same lien holder against a debtor may be indicative of such an occurrence, Pot 40,000 30,000 0 1 mo Pp[ 30,000 100 Lease Agreemnt Ppt 1,000 1,000 0 1 mo Ppt-S10w 30 500,000 250,000 250,000 N30 1 mo Ppt-Slow 30 45,000 25,000 7,500 N30 1 me Slow 30 10,000 10,000 10,000 N30 1 mo 01/16 Ppt 40.000,000 20.000,000 0 N30 1 mo Pet 7.000,000 7,000,000 0 N30 1 mo Ppt 1,000,000 95,000 0 1 mo Ppt 5OD,000 100 0 1 mo Pet 100,000 100,000 0 1 mo Ppt 85,000 2D,000 0 1 mo Ppt 50,000 25,000 0 1 mo Plot 40,000 25,000 0 1 mo Ppt 40,000 35,000 0 1 mo Ppt 25,000 0 6-12 mos Ppt 20,000 20,000 0 N30 1 mo Ppt 15,000 10,000 D 1 mo Plat 10,000 0 0 6-12 mos Ppt 7,500 7,500 0 1 mo Ppt 5,000 5,000 0 1 mo Ppt 5,000 2,500 0 1 mo Plot 5,000 0 6-12 mos Ppt 5,000 0 0 4-5 mos Ppt 5,000 5,000 0 1 mo Pet 2,500 2,50D 0 1 mo Ppt 2,500 0 0 N30 2-3 mos Ppt 2,500 0 0 2-3 mos Ppt 2,500 2,500 0 1 mo Ppt 2,500 250 0 1 mo Ppl 2,500 750 0 1 mo Pot 2,500 2,500 0 1 mo Pot 2,500 0 0 2-3 mos Ppt 1,ODO 1,000 0 1 mo Ppt 1,000 0 0 4-5 mos Pot 1,OD0 500 0 1 m0 Pet 1,000 1,000 0 1 mo PPt 750 0 0 2-3 mos Ppt 750 1 mo Ppt 750 250 0 Pet 250 250 0 N30 1 mo Ppt 250 0 0 2-3 mos Ppt 25C 0 0 1 mo Ppt 250 0 0 6-12 mos Pet 250 0 0 6-12 mos Ppt 50 0 0 N30 2-3 mos Ppt-Slow 30 50,000,Coo 50,000,000 15,000,000 1 mo Ppt-Slow 30 2,000,000 1.000,000 1,000,000 I mo Ppt Slow 30 400,000 400,000 0 N30 1 mo Ppt-Slow 30 200,000 100,000 0 1 mo Ppt-Slow 30 100,000 15,000 750 1 mo Ppt-Slow 30 55,000 55,000 5,000 1 10 N30 1 mo Ppt-Slow 30 10,000 10,000 2,500 1 mo Tour operator 1 65,00E 65,000 100 0 0 0 0 Air courier service I 45,000 45,000 50 0 0 0 50 Mfg relays/controls 45,000 45,000 50 0 0 0 50 Electric egpt repair 25.000 25,OD0 50 0 0 50 0 Mfg recording media 'I 20,000 20,000 0 0 100 0 0 Mfg rafiglheat equip 'I 20,OOD 20,0D0 100 0 0 O O Copper rollldrawing 1 10,000 10,000 1DO 0 0 0 0 What auto parts 1 7,500 7,500 0 100 0 0 0 Mfg nonwd office turn 1 5,000 5,000 50 50 0 0 0 Ret stationery 1 5,00E 5,000 50 0 50 0 0 Help supply service 'I 5,000 5.000 1D0 0 0 0 0 Misc publishing 1 2,50E 2,500 50 0 0 50 0 Nonphysical research 1 2,500 2.500 0 100 0 0 0 Natnl commercial bank 1 2,500 2,50E 100 0 0 0 0 Mfg signs/ad specltys 1 2,5D0 2.500 100 0 0 0 0 Rut electronics 1 2,5D0 2,500 100 0 0 0 0 Mfg plane engine/part 1 1.000 1,000 0 0 0 0 100 Coatinglengrave Svcs 1 1,000 1,000 50 50 0 0 0 Whol industrial equip 1 1,000 1,000 100 0 0 0 0 What piece goods 1 1,000 1,000 50 50 0 0 a I information retrieval E 1,000 1,000 100 0 0 0 0 Gravure printing 1 1,000 1,000 50 0 0 50 0 Mfg computer terminal 1 1,000 1,000 50 50 0 0 0 Mfg manifold farms 1 75D 750 100 0 0 0 0 Whol heatinglac equip - 1 500 500 0 0 100 0 0 What nondurable goads 1 500 500 100 0 0 0 0 Mfg telephone equip 1 250 250 10D 0 0 0 0 Mfg frozen deseds 1 250 250 0 0 100 0 0 Books-prinUpublish 1 100 100 0 0 0 0 10C Reg mist coral sector 1 100 100 100 0 0 0 0 Mfg broadcasting equip 1 100 100 0 100 0 0 0 Mfg mist office egpt 1 50 50 100 0 0 0 0 Lithographic printing 1 50 50 100 0 0 0 0 Whol chemicals 1 50 50 0 0 0 0 100 Mfg lab apparatus 1 0 0 0 0 0 0 0 Other payment categories Cash experiences 24 505,550 500,000 Payment record unknown 9 19,450 10,000 Unfavorable comments 1 100 100 Placed for collections 1 NIA 0 Total in D&B's file 247 209.080.850 50,000.000 Accounts are sometimes placed for collection even though the existence or amount of the debt is disputed. Indications of slowness can be result of dispute over merchandise,skipped Invoices etc. Detailed payment history for this company Date Last Sale Reported Paying Record High Credit Now Owes Past Due Selling Within (mmryy) Termss (month) 02/16 Pot 65,OOD 5,000 Lease Agreemnt q Payment Summary There are 247 payment experience(s)in D&Bs file for the most recent 24 months,with 165 experience(s)reported during the last three month period, The highest Now Owes on file is 50,000,000,The highest Past Due on file is 15,000,000 Below Is an overview of the companys currency-weighted payments,segmented by its suppliers primary industries. Largest High Total Total Credit Days Slow Revid Amts Within <31 31-60 61-90 90> (#) Terms (%)(%) (%I Top Industries What electronic parts 20 71,122,000 50,000,000 50 50 0 0 0 What computerslsoftwr 17 101,800.500 50,000.000 98 2 0 0 0 Prepackaged software 11 4,300,000 2,000,000 91 7 0 2 0 Telephone communicins 11 224,850 100,000 98 2 0 0 0 Mfg computers 10 15,357.750 8,000,000 90 8 2 0 0 Nonclassified 9 723,750 500,000 61 39 0 0 0 Custom programming 7 1,008.750 600,000 50 0 30 0 20 Short-trim busn credit 7 155,100 100,000 90 10 0 0 0 What office supplies 5 62,250 55,000 56 44 0 0 0 Misc business credit 5 95,000 50,000 100 0 0 0 0 Whol office equipment 4 2,285,000 1,000.000 49 11 18 0 22 Mfg process controls 4 195,000 65,000 67 33 0 0 0 Mfg photograph equip 4 33,500 25,000 100 0 0 0 0 Trucking non-local 4 6,250 5,000 40 12 8 0 40 Whol appliances 3 4,002,750 4,00,000 100 0 0 0 D Whol muse piofsn egpt 3 203,000 200,OOD 51 49 0 O 0 Misc business service 3 43,500 40,DOD 97 0 3 0 0 Engineering services 3 67,500 35,000 95 0 2 0 2 Public finance 3 31,750 30,DOD 100 0 0 0 0 Mfg calculating egpt 3 15,750 15,00D 3 0 95 0 2 Rot mail-order house 3 11 CDC 7,500 69 11 20 0 0 Mfg electric test pro 3 15,000 5,000 100 0 0 O 0 Arrange cargo transpl 3 2,850 2,500 0 6 0 94 0 Computer system desgn 2 2,050.000 2,OOg000 49 50 1 0 0 Business consulting 2 2,002,500 2,000,000 50 50 0 0 0 Mfg measure devices 2 1,OD0,750 1,000,000 50 50 0 0 0 Mfg computer storage 2 507,5D0 500,00D 100 0 0 0 0 Misc equipment rental 2 95,000 65,000 100 0 0 0 0 Radiotelephone commun 2 55,000 40,900 73 0 0 0 27 Data processing svcs 2 32,500 30,OOD 100 0 0 0 0 Mfg comp peripherals 2 31,OD0 30,DOD 3 97 0 0 0 Mfg switchgear-boards 2 30,000 20,000 33 0 67 0 0 Whol service paper 2 22,500 20,000 89 11 0 0 0 Mfg public Nag turn 2 16,000 15,000 94 0 3 3 0 Detectivelguard svcs 2 10,250 10,OOD 51 49 0 0 0 Whol electrical equip 2 5,250 5,000 52 0 48 0 0 Mfg sheet metalwork 1 200,000 200,000 50 0 0 0 50 Mfg miss plastic plot 1 100,000 100,000 5D 0 0 50 0 Mfg medical instril 1 100,000 100,000 0 100 0 0 0 Travel agency 1 95,000 95,000 100 0 0 0 0 Mfg environment cntrl 1 85,000 85,000 100 D 0 0 0 Misc advertising svcs 1 80,000 80,000 100 D 0 0 D Current Year PAYDEXOO of this Business compared to the Primary Industry from each of the last four quarters.The Primary Industry is Custom computer programing, data process Inglpreparation based on SIC code 7371 Shows the trend in D&B PAYDEX scoring over the past 12 months. 3115 4115 5115 6115 7115 8115 9115 10/15 11115 12/15 1116 2116 This Business 73 72 72 72 73 73 73 73 74 74 73 73 Industry Quartiles Upper 8D 80 80 80 , Median 79 79 79 79 Lower 72 72 72 71 Current PAYDEX for this Business is 73 orequal to 11 days beyond terms The 12-month high is 74 or equal to 9 DAYS BEYOND terms The 12-month low is 72 or equal to 12 DAYS BEYOND terms Previous Year Shows PAYDEX of this Business compared to the Primary Industry from each of the last four quarters..The Primary Industry is Custom computer programing,data processing/preparation,based on SIC code 7371 Previous Year 03114 06114 09114 12/14 g1'14 I I 14 This Business 76 77 73 72 Industry Quartiles Upper 80 80 80 80 Median 79 79 79 79 Lower 72 72 72 72 Based on payments collected over the last 4 quarters. Current PAYDEX for this Business is 73 or equal to 11 days beyond terms The present industry median Score is 79 or equal to 2 days beyond terms Industry upper quartile represents the performance of the payers in the 75th percentile Industry lower quartile represents the performance of the payers in the 25th percentile Payment Habits For all payment experiences within a given amount of credit extended,shows the percent that this Business paid within terms. Provides number of experiences to calculate the percentage,and the total credit value of the credit extended. $Credit Extended #Payment Experiences Total Amount %of Payments Within Terms Over 100,000 46 206.250,000 79% 50,000-100,000 13 930,000 80% 15,000-49,999 39 1,065000 71% 5,000-14,999 32 22D,000 67% 1.000-4,999 42 76,500 66% Under 1,000 38 14,250 61% Based on payments collected over last 24 months. All Payment experiences reflect how bills are paid in relation to the terms granted. In some instances,payment beyond terms can be the result of disputes over merchandise,skipped invoices etc. This Business 69 Region:MIDDLE ATLANTIC 51 Industry.BUSINESS,LEGAL AND ENGINEERING 43 SERVICES Employee range:500-38527 64 Years in Business:26+ 85 This business has a Credit Score Percentile that shows: Lower risk than other companies in the same region, Lower risk than other companies in the same industry, Higher risk than other companies in the same employee size range. Higher risk than other companies with a comparable number of years in business. Trade Payments Currency:Shown in USD unless otherwise indicated D&B PAYDEX® The D&B PAYDEX is a unique,weighted indicator of payment performance based on payment experiences as reported to D&B by trade references. Learn more about the D&B PAYDEX Timeliness of historical payments for this company. Current PAYDEX is 73 Equal to 11 days beyond terms(Pays more slowly than the average for its Industry of 2 days beyond terms) Industry Median is 79 Equal to 2 days beyond terms Payment Trend currently is 44 unchanged,compared to payments three months ago Indications of slowness can be the result of dispute over merchandise,skipped invoices etc.Accounts are sometimes placed for collection even though the existence or amount of the debt is disputed. Total payment Experiences in D&Bs File(HQ) 247 Payments Within Terms(not weighted) 66 Trade Experiences with Slow or Negative Payments(%) 42.51 Total Placed For Collection t High Credit Average 993,122 Largest High Credit 50,000,000 Highest Now Owing 50,000,000 Highest Past Due 15,000,000 D&B PAYDEX® : 73 0(Lowest Risk.100; Highest Risk.1) When weighted by amount,payments to suppliers average 11 days beyond terms 3-Month D&B PAYDEX® : 74 0(Lowest Risk.100;Highest Risk:1) Based on payments collected over last 3 months. When weighted by amount,payments to suppliers average 9 days beyond terms DBB.PAYDEX®Comparison a. Notes: The Financial Stress Class indicates that this firm shares some of the same business and financial characteristics of other companies with this classification. It does not mean the firm will necessarily experience financial stress. The Probability of Failure shows the percentage of firms in a given Class that discontinued operations over the past year with loss to creditors..The Probability of Failure-National Average represents the national failure rate and is provided for comparative purposes. The Financial Stress National Percentile reflects the relative ranking of a company among all storable companies in D&Bs file. The Financial Stress Score offers a more precise measure of the level of risk than the Class and Percentile,It is especially helpful to customers using a scorecard approach to determining overall business performance. Norms National This Business 77 Region:MIDDLE ATLANTIC 44 Industry.BUSINESS,LEGAL AND ENGINEERING 52 SERVICES Employee range:500+ 61 Years in Business:26+ 77 This Business has a Financial Stress Percentile that shows: Lower risk than other companies in the same region. Lower risk than other companies in the same industry- Lower risk than other companies in the same employee size range. Similar risk compared to other companies with a comparable number of years In business. Credit Score Summary The Commercial Credit Score(CCS)predicts the likelihood of a business paying its bills in a severely delinquent manner(91 days or more past terms). The Credit Score class of 3 for this company shows that 5 B%of firms with this class paid one or more bills severely delinquent,which is lower than the average of businesses in D&B's database. Credit Score Class : 3 eLowest Risk:1;Highest Risk 5 Incidence of Delinquent Payment Among Companies with this Classification'.5.80% Average compared to businesses in D&Bs database'. 10.20% Credit Score Percentile 69 (Highest Risk. 1,Lowest Risk:100) Credit Score 526 (Highest Risk.101, Lowest Risk.670) The Credit Score Class of this business is based on the following factors: Proportion of slow payments in recent months Recent high balance past due Financial ratios Proportion of past due balances to total amount owing Higher risk industry based on delinquency rates for this industry Notes: The Commercial Credit Score Risk Class indicates that this firm shares some of the same business and financial characteristics of other companies with this classification,It does not mean the firm will necessarily experience severe delinquency, The Incidence of Delinquent Payment is the percentage of companies with this classification that were reported 91 days past due or more by creditors.The calculation of this value is based on D&B's trade payment database The Commercial Credit Score percentile reflects the relative ranking of a firm among all soorable companies in D&B's file The Commercial Credit Score offers a more precise measure of the level of risk than the Risk Class and Percentile.It is especially helpful to customers using a scorecard approach to determining overall business performance. Norms National% Working $253,466,000 (As of 31-Dec-14) Capital: Payment Activity: (based on 247 experiences) Average High Credit: 993,122 Highest Credit: 50,000,000 Total Highest Credit: 209,060,850 D&B Credit Limit Recommendation Conservative credit Limit 400,000 Aggressive credit Limit: 900,000 Risk category for this business: LOW The Credit Limit Recommendation(CLR)is intended to serve as a directional benchmark for all businesses within the same line of business or industry, and is not calculated based on any individual business.Thus,the CLR is intended to help guide the credit limit decision,and must be balanced in combination with other elements which reflect the individual company's size,financial strength,payment history,and creditworthiness,all of which can be derived from D&B reports.. Risk is assessed using D&Bs scoring methodology and is one factor used to create the recommended limits,See Help for details. Financial Stress Class Summary The Financial Stress Score predicts the likelihood of a firm ceasing business without paying all creditors in full,or reorganization or obtaining relief from creditors understate/federal law over the next 12 months.Scares were calculated using a statistically valid model derived from D&Bs extensive data files. The Financial Stress Class of 2 for this company shows that firms with this class had a failure rate of 0.09%(9 per 10,000),which is lower than the average of businesses in D&B's database (Lowest Risk'.1;Highest Risk[5) Financial Stress Class : 2 Lower than average risk of severe financial stress,such as a bankruptcy or going out of business with unpaid debt,over the next 12 months. Probability of Failure: Risk of Severe Financial Stress for Businesses with this Class'.0.09% (9 per 10,000) Financial Stress National Percentile 77 (Highest Risk.1;Lowest Risk 100) Financial Stress Score: 1526 (Highest Risk.1,001,Lowest Risk. 1,875) Average Risk of Severe Financial Stress for Businesses in D&B database:0.48% (48 per 10,000) The Financial Stress Class of this business is based on the following factors: Low proportion of satisfactory payment experiences to total payment experiences High proportion of slow payment experiences to total number of payment experiences UCC Filings reported. High number of inquiries to D&B over last 12 months. SHI INTERNATIONAL CORP. INDIANAPOLIS,Indiana 83-240-0852 SHI INTERNATIONAL CORP. CHAPEL HILL North Carolina 17-958-9937 SHI INTERNATIONAL CORP. WAYNE,Pennsylvania 02-958-1868 SHI INTERNATIONAL CORP. DURHAM North Carolina 07-166-5395 SHI INTERNATIONAL CORP. CROFTON,Maryland 04-235-0384 SHI INTERNATIONAL CORP. FEVER,Minnesota 05-845-6218 SHI INTERNATIONAL CORP. EL SEGUNDO,California 07-940-9361 SHI INTERNATIONAL CORP. NEWYORK, New York 07-940-9359 SHI INTERNATIONAL CORP. SOUTHFIELD,Michigan 07-940-9364 SHI INTERNATIONAL CORP. ISSAQUAH,Washington 11-899-442C This list is limited to the firs[25 branches. For the complete Its[,Please logon to DNBi and view the Dynamic Family Tree Information. Branches(International) Company City,Country D-U-N-S®NUMBER Software House International NORTH VANCOUVER,CANADA 25-930-0362 SHI International Corp. CENTRAL DISTRICT,HONG 66-834-4679 KONG Predictive Scores Currency:Shown In USD unless otherwise indicated NN Credit Capacity Summary This credit rating was assigned because of D&e's assessment of the company's creditworthiness For more information,see the D&B Rating Key D&B Rating : 5A3 Financial Strength: 5A indicates 50 million and over Composite credit appraisal:3 is fair The Rating was changed on May 5,2015 because the History of the company is now"Clear Below is an overview of the companys rating history since 09-28-1999 5,797,204,000 00 Sales: (Up by15.9% D&B Rating Date Applied from last year) 5A3 05-05-2015 Number of Employees Total: 2.050(1400 horc) -- 11-26-2014 5A3 08-21-2014 -- 012-2014 5A2 05-20-2014 5A3 05-12-2009 5A2 03-16-2009 5A3 05-07-2002 4A3 07-25-2001 4A2 09-28-1999 294,433,000 Worth: (Up by 15.1% (As of 31-Dec-14) from last year) 1 Commercial Credit Score Class Financial Stress Score Class Commercial Credit Score Class:3 Financial Stress Score Class:2'%he Lowest Risk.1,Hlghesl Risk 5 Lowest Risk 1',Highest Risk_5 D&B Company overview Public Filings This is a headquarters location The following data includes both open and closed filings found in D&B's database on this company, Branch(es)or Division(s)exist Y Record Type Number of Most Recent Chief Executive THAT LEE,CEO Records Filing Dote Year Started 1989 Bankruptcies 0 - Employees 2850(1400 Here) Judgments 0 - Finamcing SECURED Liens 1 01103/14 SIC 7371 7374 Suits 0 - Line offairness Custom computer UCCs 68 08111/15 programing,data processing/ preparation The public record Items contained herein may have been NAICS 541511 paid,terminated,vacated or released priorto todays date, History Status CLEAR Financial Condition FAIR Corporate Linkage Subsidiaries(International) Company City,Country D-U-N-S®NUMBER SHI INTERNATIONAL CORP Milton Keynes UNITED KINGDOM 23-041-6559 SHI Canada ULC North York CANADA 24-362-9057 SHI INTERNATIONAL SAS ISSY LES MOULINEAUX,FRANCE 26-213-9752 Branches(Domestic) Company City,State D-U-N-S®NUMBER SHI INTERNATIONAL CORP. TEMPE,Arizona 82-925-3066 SHI INTERNATIONAL CORP. SAN DIEGO,California 82-925-3330 SHI INTERNATIONAL CORP, ATLANTA,Georgia 82-925-3462 SHI INTERNATIONAL CORP, SAN FRANCISCO,California 82-925-3215 SHI INTERNATIONAL CORP, CHICAGO Illinois 82-925-3769 SHI INTERNATIONAL CORP, MINNEAPOLIS,Minnesota 82-925-3850 SHI INTERNATIONAL CORP, SAINT LOUIS Missouri 82-925-4023 SHI INTERNATIONAL CORP, DALLAS,Texas 82-925-5251 SHI INTERNATIONAL CORP, HOUSTON Texas 82-925-5335 SHI INTERNATIONAL CORP.. RESTON,Virginia 82-925-5343 SHI INTERNATIONAL CORP. BELLEVUE,Washington 82-925-5475 SHI INTERNATIONAL CORP. TAMPA,Florida 83-240-0621 SHI INTERNATIONAL CORP, SHAWNEE MISSION,Kansas 83-24D-0658 SHI INTERNATIONAL CORP. NEEDHAM Massachusetts 83-24D-08D3 SHI INTERNATIONAL CORP, ❑ENVER.Colorado 83-240-0662 J Printed By:Akif Nizam DNBi Risk Management Date Printed:February 26,2016 ——-- ---- ----- -- ---- - ..... .... . Live Report : SHI INTERNATIONAL CORP. D-U-N-SO Number:61-142-9481 Trade Names:SOFTWARE HOUSE INTERNATIONAL-S H I Endorsement/Billing Reference: lee—harrell@SHI com D&B Address Added to Portfolio: 03128/2014 Address 290 Davidson Ave Location Type Headquarters Lost View Date: 020912016 Somerset NJ US 08873 Phone 732 764-6658 Web www shi cam Endorsement: lee haroll@SHI com Fax 732 805-0818 Company Summary Currency:Shown in USID unless otherwise indicated Score Bar Sales(Revenue) 5,797,204,000 Source:DNB FISCAL 12 31-2014 Net Worth 294,433,000 Source:DNB FISCAL 12-31-2014 Assets-Total 1,305,888,000 Source Cup FISCAL 12-31-2014 Bankruptcy Found No Commercial Credit Score 626 Moderate Risk of severe payment deAmmency, Commercial Credit Score Percentile 69 Moderate Risk of severe payment delinquency, D&B Viability Rating IMIWIII�Immm= View More Details Current Ratio t3 Source DNB,FISCAL 12-31-2014 Credit Limit-D&B Aggressive 900,000,00 Based on profiles of other similar companies PAYIDEXS lull 73 Paying 11 days past due Commercial Credit Score Class C, 3 Moderate Risk of severe payment delinquency. Financial Stress Score Class Low to Moderate Risk of severe financial 2 Stress Credit Limit-D&B Conservative 40'0,000.00 Based on profiles of other similar companies 5A indicates 50 million and over,Credit D&B Rating SA3 appraisal of 3 is fair D&B 3-month PAYDEXO D&B PAYDEXO 3-month D&B PAYDEX@: 74 D&B PAYDEX(D 73011 Lowest Risi Highest Risk 1 Lowest Risk 100;Highost Risk 1 When weighted by andormL,Payments to suppliers When weighted by amount,Payments to suppliers average 9 Days Beyond Terms average 11 days beyond terms ATTACHMENTS Immediately following are documents called out as additional information within our response. • D&B Report • List of partners—this is in no way a complete list but an overview of partners that SHI can provide. D&B REPORT 96 EXHIBIT B INSURANCE REQUIREMENTS FOR SERVICE CONTRACTS Insurance The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 3. Workers` Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 1. Automobile Liabft insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products-completed operations aggregate limit. EXHIBIT B (Continued ) C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Contractor's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 2. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the contractor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Contractor's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANII. E. Verification of Coverage Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. F. Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Contractor. Client#: 38"0 SHIINTER1 ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE,MM,DDIY8 0 611 9/2 01 8 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(SJ,AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER MIA T NAME: Marsh&McLennan Agency LLC 'PHONP ,... -_.... ... .... ... .. .... .... Pax.. ,,,,,,,,,,,,,,,,,,,,, TAIL N .EA1 (NL.Not: One Executive Drive A somersetclsu ort mma-ne.com-MAIL ADDRESS, PP �o Somerset, NJ 08873 INSURERS)AFFORDING COVERAGE NAICN _ INSURER A:Namnm Faa me­ranoa na of Bamord 20478 INSURED INSURER B:eominental cesaary Company 20443 SHI International Corp. - ---------- INSURER C 290 Davidson Avenue INSURER O'. Somerset, NJ 08873 INSURER E: IN_S_URERF COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. MISS ---- ADOUSUBR POLICY Err POLICY EXP " """ LTR TYPE OF INSURANCE )NRIVAID POLICY NUMBER (MMIDDIYYYYI IMMIDDIYYYYI LIMITS ........ ..................................................... A 1t COMMERCIAL GENERAL LIABILITY 6050250197 9/30/2017 09/3012018 EACH OCCURRENCE $1 000,000 pI DAMAGETO RENIER .I CLAIMS MADE XI OCCUR PRFMISFS(F acuua e ) $1000,000 MED EXP And oria parser) $10.000 PERSONAL&ALVINJUBY 51 OOOtOOO �. GEN'L AGGREGATE LIMIT APPLIES PER GENERALAGGREGATE 52,000,000 �� PRO- . .__ __- POLICY X JECT LOC PRODUCTS-COMPbPAGG $2,000,000 ., OTHER' — $ �.�_ ....... ......._ ..."_ ____ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT B 6050291509 9/30/2017 09/301201aaur.Ints.Fot1- N1,000.000 _ R ANY AUTO BODILY INJURY(Perperson) $ OWNED SCHEDULED BODILY INJURY(Pr eccdent) S AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY OAMACr $ AUTOS ONLY X AUTOS ONLY (Pete nd fPn4) UMBRELi IAB pIryIII OCCUR EACH OCCURRENCE $ EXCESS LIA a q 7 CLAIMS MADE AGGREGATE $ ❑ED 5.,.mm�RETENTION$ 9 WORKERS COMPENSATION PER OTH B 6050251110 9/30/2017 09/30/201 x .�L AND EMPLOVERS'LIABILITY --- -- — ANYPROPRIETORIPARTNEMEXECUTIVEI'Yd� EL EACH ACCIDENT $1.000.000 OFFICERIMEMBER EXCLUDED' j� NIA -- - --^- ---- (Mandatory in NH) LL E,L.DISEASE-EA EMPLOYEE $1,_000,000_ byes.describe under DESCRIPTION OF OPERATIONS below EL DISEASE POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be adached if more space is required) City of Kent is included as Additional Insured as required by written contract,agreement or permit ''.limited to the General Liability,Automobile Liability&Umbrella Liability coverage. Coverage is primary& non-contributory per written contract with respects the terms of the General Liability& Automobile Liability policies. CERTIFICATE HOLDER CANCELLATION City of Kent SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Department of Information Technology ACCORDANCE WITH THE POLICY PROVISIONS. 220 Fourth Avenue South Kent,WA 98032 AUTHORIZED REPRESENTATIVE VI-N&I ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016103) 1 of 1 The ACORD name and logo are registered marks of ACORD #S3521129/M3021845 NSJMJ CNA CNA PARAMOUNT Technology General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured-Primary And Non-Contributory To Additional Insured's Insurance 3. Bodily Injury—Expanded Definition 4. Broad Knowledge of Occurrence/Notice of Occurrence 5. Broad Named Insured 6. Estates,Legal Representatives and Spouses 7. Expected Or Intended Injury—Exception for Reasonable Force S. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership/Limited Liability Companies 11. Legal Liability—Damage To Premises 12. Medical Payments 13. Non-owned Aircraft Coverage 14. Non-owned Watercraft 15. Personal And Advertising Injury—Discrimination or Humiliation 16. Personal And Advertising Injury-Limited Contractual Liability 17. Property Damage-Elevators 18. Supplementary Payments 19. Property Damage—Patterns, Molds and Dies 20. Unintentional Failure To Disclose Hazards 21. Waiver of Subrogation—Blanket i� _ CNA74672XX(1-15) Policy No: 6050250197 Page 1 of 14 Endorsement No: I Nat 'l Fire Ins Co of Hartford Effective Date: 09/30/2017 Insured Name: SHI INTERNATIONAL CORP. Gopyrighl GNA All Rights Reserved. Includes copyrighted material of Insurance 9emces Office,Inc.,with Its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A.through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effector becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A.through K.below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising Injury arising out of: 1, such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of,or for such additional insured. B. Co-owner of Insured Promises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily Injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. CNA74872XX(1-15) Policy No: 6050250197 Page 2 of 14 Endorsement No: 1 Nat 'l Fire Ins Co of Hartford Effective Date: 09/30/2017 Insured Name: sHI INTERNATIONAL CORP. copyright CNA All Rights Reserved. Includos copyrighted Model of Insurance Services Ofts,Inc,with Its parmisalon. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising Injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily Injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by,on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury,property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgages,Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising Injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions—Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily Injury,property damage or personal and advertising Injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, 52 canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures, or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily Injury or property damage included within the products-completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. CNA74872XX(1-15) Policy No: 6050250197 Page 3 of 14 Endorsement No: 1 Nat 'l Fire Ins Co of Hartford Effective Date: 09/30/2017 Insured Name: sHl INTERNATIONAL CORP. copyright CNA All Rights Reserved. Includes copyrighted matetlal of Insurance Services Otlds,Inc.,with Its permission, CNA CNA PARAMOUNT Technology General Liability Extension Endorsement I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, properly damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily Injury or property damage included within the products-completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily Injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; a. any failure to make any inspections, adjustments,tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d.or f.above;or (2) such inspections, adjustments,tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J.does not apply to any insured person or organization,from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. GNA74872XX(1-15) Policy No: 6050250197 Page 4 of 14 Endorsement No: 1 Nat 'l Fire Ins Co of Hartford Effective Date: 09/30/2017 Insured Name: sHI INTERNATIONAL CORP. Copyright CNA All Wghts Reserved. Includes copyrlghted material ut Insurance Services 011lce,Inc.,With Its permisslon. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 3. This Paragraph J.also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products-completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization/Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2. for bodily injury or property damage included within the products-completed operations hazard except to the extent all of the following apply: a. this Coverage Part provides such coverage; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURED-PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that quality as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY—EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/NOTICE OF OCCURRENCE s Under CONDITIONS,the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE CNA74872XX(1-15) Policy No: 6050250197 Page 5 of 14 Endorsement No: 1 Nat 'l Fire Ins Co of Hartford Effective Date: 05/30/2017 Insured Name: sHI INTERNATIONAL CORP. copyright CNA All Rights Reserved. Includes copyrighted maletial of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. S. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b, by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory,excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement's JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which quality as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. S. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names (dba) as any Named Insured should choose to employ. CNA74872XX(1-15) Policy No: 6050250197 Page 6 of 14 Endorsement No: 1 Nat 'l Fire Ins Co of Hartford Effective Date: 09/30/2017 Insured Name: sHI INTERNATIONAL CORP. Copyrlght CNA All Rlghls Reserved. Includes capyrlghted matorlal of Insurance aervlces O@Ice,Inc.,with Its permisslon. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 6. ESTATES, LEGAL REPRESENTATIVES,AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. 7. EXPECTED OR INTENDED INJURY—EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A—Bodily Injury And Property Damage Liability,the Insuring Agreement is amended to replace Paragraphs 1.b.(1)and 1.b.(2)with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if: (1) such bodily Injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: 1. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its s limits). It. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: ONA74872XX (1-15) Policy No: 6050250197 Page 7 of 14 Endorsement No: 1 Nat 'l Fire Ins Co of Hartford Effective Date: 09/30/2017 Insured Name: sHI INTERNATIONAL CORP. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc„with its permission, CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. add the following additional exclusions. This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: 1. add the following definitions: Health care Incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; a. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; 1. Speech therapist; I. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. CNA74872XX If-15) Policy No: 6050250197 Page 8 of 14 Endorsement No: 1 Nat 'l Fire Ins Co of Hartford Effective Date: 09/30/2017 Insured Name: sHI INTERNATIONAL CORP. Copyright CNA,All Rghls Reserved. Includes copyrighted malerlal of Insurance Sendcas Otllca,Inc„with Its permiselon. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care Incident. All acts, errors or omissions that are logically connected by any common fact, circumstance,situation,transaction, event, advice or decision will be considered to constitute a single occurrence; if!. amend the definition of Insured to: a. add the following: • the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co-employee while in the course of the co-employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily Injury arises out of a health care Incident. • the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co-volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs(a),(b),(c)and(d)of Paragraph 2.1 of WHO IS AN INSURED. c. add the following: Insured does not include any physician while acting in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other Insurance III Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES/PARTNERSHIP/LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to: • the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Rim Declarations; nor o + the conduct of a current or past limited liability company in which a Named Insured's interest doesldid not rise to the level of management control; except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such CNA74872XX(1-15) Policy No: 6050250197 Page 9 of 14 Endorsement No: 1 Nat 'l Fire Ins Co of Hartford Effective Date: 09/30/2017 Insured Name: sHI INTERNATIONAL CORP. copyright CNA All Flights Hasarveo. Includes copyrighted metsnal of Insurance Services OBIcs,Inc.,with Its permission. CNA. CNA PARAMOUNT Technology General Liability Extension Endorsement Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising Injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date; It. the bodily injury or property damage first occurred after such termination date;and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11. LEGAL LIABILITY—DAMAGE TO PREMISES A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c.through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6.(the Damage To Premises Rented To You Limit) and replace it with the following: 6. Subject to Paragraph 5, above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner;and b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit Is$500,000. unless a higher Damage to Premises Rented to You Limit is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(i)(a)(ii), and replace it with the following: (11) That is property insurance for premises rented to a Named Insured,for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. CNA74872XX(1-15) Policy No: 6050250197 Page 10 of 14 Endorsement No: 1 Nat 'l Fire Ins Co of Hartford Effective Date: 09/30/2017 Insured Name: SHI INTERNATIONAL CORP. copyright CNA All Rights Reserved. Includes copyrighted matarlal at Insurance Services Off Ice,Inc.,with Its permission. _F CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C— Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: ; or (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace Paragraph 1.a.(3)(b)with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 13. NON-OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows The exclusion entitled Aircraft,Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 14. NON-OWNED WATERCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. 15. PERSONAL AND ADVERTISING INJURY—DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: • Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: ii® GNA74872XX(1-15) Policy No: 6050250197 Page 11 of 14 Endorsement No: 1 Nat 'l Fire Ins Co of Hartford Effective Date: 09/30/2017 Insured Name: SRI INTERNATIONAL CORP. Gopyrlghl GNA All Flights Resented. Includes copyrighted material at Insurance aemices Office,Inc.,vnth its permission, CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only it such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company)of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room,dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from • Provision 1.ADDITIONAL INSURED of this endorsement; or • attachment of an additional insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY-LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an Insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising Injury provided: (a) liability to such party for, or for the cost of, that patty's defense has also been assumed in such insured contract; and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. GNA74872XX (1-15) Policy No: 6050250197 Page 12 of 14 Endorsement No: 1 Nat 'l Fire Ins Co of Hartford Effective Date: 09/30/2017 Insured Name: SHI INTERNATIONAL CORP. Copyright CNA All Rlghls Rmanred. Includes capyrghted material of Insuranca Services Off Ice,Inc.,with Its pernninlon. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph,the following changes are made 10 the Section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2xb) is deleted and replaced by the fallowing: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2)of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY-LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B—Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. PROPERTY DAMAGE—ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs(3), (4)and(6)of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B is amended as follows: A. Paragraph i.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit;and B. Paragraph i.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 19. PROPERTY DAMAGE-PATTERNS MOLDS AND DIES s Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs(3)and(4) of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $26,000 per policy period applies to this PROPERTY DAMAGE-PATTERNS MOLDS AND DIES coverage, and this limit: SEEM GNA74872XX(1-15) Policy No: 6050250197 Page 13 of 14 Endorsement No: 1 Nat 'l Fire Ins Cc of Hartford Effective Date: 09/30/2017 Insured Name: sHI INTERNATIONAL CORP. Gapyr[ght GNA All Rights Reservad. Inclunas copyrighted malenal of Insurance 5eroces 011lice,Inc.,with Its permission, CNA CNA PARAMOUNT Technology General Liability Extension Endorsement A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE;and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part,the Insurer will not deny coverage under this Coverage Part because of such failure. 21. WAIVER OF SUBROGATION-BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products-completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1, is in effector becomes effective during the term of this Coverage Part;and 2. was executed prior to the bodily Injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated =taleson the effective date of said Policy at the hour stated in said Policy, unless another effective date i expires concurrently with said Policy. CNA74872XX (1-15) Policy No: 6050250197 Page 14 of 14 Endorsement No: 1 Nat 'l Fire Ins Co of Hartford Effective Dew 09/30/2017 Insured Name: SHI INTERNATIONAL CORP. Copyrlghl CNA All Flights Flmnmd. Includes copyrighted material of Insurance Services Otllce,Inc.,Oth Its permImIcn. Product Matrix Features Commvault Veritas Rubrik VEEAM Hypervisor Number of Hypervisors 11 2 2 2 Supported Windows Windows Support Yes Yes Yes Yes UNIX/Linux UNIX/LinuxSupport Yes Yes No No Is there native support for the ability to use two (or Multi-Cloud more) cloud vendors in the Yes Limited Limited Limited same manner as on-prem storage? Can the product use "role Role Based based" authentication for Yes Yes No Limited administration? Is there native support for the ability to use two(or more) Hypervisors, and Cross Hypervisor Yes No No No move between them in the same manner as physical compute? Can the product generate Separate Reporting Built-In Built-In Built-In enterprise reports? A plication How many arrays can the Snapshot Arrays product manage snapshots 250 3 1 3 from? Can the product globally de Global DeDupe dupe the data under Yes 96TB Max Yes Separate management? Application Can the product manage Copy Management multiple copies of data Yes Separate Product Yes No under management? Product Matrix What enterprise Limited MS and Applications application levels are Broad Support Limited Oracle supported by the product? Language Support Does the product support Yes Yes English Only Yes multiple languages? Can the product manage Archive Yes Separate Product Limited No data as an archive? Can the product produce e- Discovery related eDiscovery information and legal hold Yes Separate Product No No against the data managed in the archive? Can the product manage Endpoint the protection of endpoints Yes Separate Product No No (end user compute devices)? tlM n 4x W WY tla tl W Nb : ii� "' � v "B � • III : Iw tom " ai1 � .� w � a% I aw mn oMil II zVI m m IW:: o w le mm'1 � ♦ m x m a �� m W',lu. % m" I� .� �.". w 11111 m 2 :b "" UN Of mn m ® W m I m m urinal W ..aX m w CU II �" aw 1 :mu � � U 1 r I ,��.. I Vrl,�.•I 1�111 �,� m w m v a �•• n ;✓�� �4 i t ; G