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City Council Committees - Operations Committee - 06/19/2018
Unless otherwise noted, the Operations Committee meets at 4 p.m. on the first and third Tuesday of each month in Kent City Hall, Council Chambers East, 220 Fourth Avenue South, Kent, WA 98032. For additional information please contact Bonnie Peterson at 253-856-5705, or via email at BSPeterson@KentWA.gov. Any person requiring a disability accommodation should contact the City Clerk’s Office at 253-856-5725 in advance. For TDD relay service call Washington Telecommunications Relay Service at 7-1-1. Operations Committee Agenda Chair - Les Thomas Councilmembers - Bill Boyce, Dennis Higgins Derek Matheson, Chief Administrative Officer Tuesday, June 19, 2018 4:00 p.m. Item Description Action Speaker Time 1. Call to Order Chair Thomas 01 MIN. 2. Roll Call Chair Thomas 01 MIN. 3. Changes to the Agenda Chair Thomas 01 MIN. 4. Approval of Minutes dated June 5, 2018 YES 5. Approval of Check Summary Report dated 05/16/18 - 05/30/18 YES 6. Backup and Recovery System Contract for Technical System Upgrade YES James Endicott & Brian Rambonga 15 MIN. 7. Rimini Street Professional Services YES Somen Palit & Annette Pape 15 MIN. 8. Finance Directors Report for April 2018 NO Aaron BeMiller 05 MIN. 9. Adjournment Chair Thomas 01 MIN. OPERATIONS COMMITTEE Derek Matheson, Chief Administrative Officer 220 Fourth Ave S Kent, WA 98032 256-856-5712 DATE: June 19, 2018 TO: Operations Committee SUBJECT: Approval of Minutes dated June 5, 2018 MOTION: Move to approve the minutes dated June 5, 2018 ATTACHMENTS: 1. 060518Meeting Minutes (PDF) 4 Packet Pg. 2 Page 1 of 4 Pending Approval Operations Committee CC Ops Regular Meeting Minutes June 5, 2018 Date: June 5, 2018 Time: 4:00 PM Place: Chambers East Attending: Les Thomas, Committee Chair Bill Boyce, Councilmember Dennis Higgins, Councilmember Agenda: 1. Call to Order 4:00 PM 2. Roll Call Attendee Name Title Status Arrived Les Thomas Committee Chair Present Bill Boyce Councilmember Present Dennis Higgins Councilmember Present 3. Changes to the Agenda No changes to the agenda 4. Approval of Minutes dated May 15, 2018 MOTION: Move to approve the minutes dated May 15, 2018 RESULT: APPROVED [UNANIMOUS] MOVER: Bill Boyce, Councilmember SECONDER: Dennis Higgins, Councilmember AYES: Thomas, Boyce, Higgins 5. Approval of Check Summary Report dated 05/01/2018 - 05/15/2018 MOTION: Move to approve the check summary report dated 05/01/2018 - 05/15/2018 RESULT: APPROVED [UNANIMOUS] MOVER: Dennis Higgins, Councilmember SECONDER: Bill Boyce, Councilmember AYES: Thomas, Boyce, Higgins 6. Equipment Purchase Riverbend Golf Course Parks Director Julie Parascondola and Golf Course Manager Pete Peterson presented information on the purchase of equipment for the Riverbend Golf course. Julie explained this purchase was part of the 2018- 2023 business plan and part of the capital budget first phase role out. The department 4.a Packet Pg. 3 At t a c h m e n t : 0 6 0 5 1 8 M e e t i n g M i n u t e s ( 1 2 7 3 : A p p r o v a l o f M i n u t e s d a t e d J u n e 5 , 2 0 1 8 ) Operations Committee CC Ops Regular Meeting Minutes June 5, 2018 Kent, Washington Page 2 of 4 worked with a consultant on the purchase and decided on a four year lease to own agreement. The publicly solicited award went to The Toro Company through the cooperative purchasing agreement via National IPA which the city of Kent is a member of. Boyce asked if the two year warranty was adequate enough. Peterson answered that the golf course has their own mechanic who is well trained and 2 years is standard in the industry. Boyce wanted to know if they had surveyed the golfers on what they would like to see and allow them to have input. Peterson responded that last year they went out to the general public and received over 900 responses in addition to working with consultants. This equipment has much better technology and will improve the golfer’s experience. Parascondola added that part of the business plan process there is a whole section on performances management and this would be a good place to incorporate a survey to get feedback. Higgins asked about where the surplus proceeds go. Parascondola responded that it will depend on how they were purchased. Two pieces of equipment were purchased by internal service funds so those salvage funds will go back to them. All proceeds that the golf course purchased will go back into that fund. Higgins asked now that we are stabilizing the golf fund are we going to include a stipend for future equipment replacement. Parascondola said one of the items that will be addressed in the 2019-2020 budget process is for the Riverbend golf course to be able to keep their admission tax. This has an impact on the general fund side and still needs to be worked out so stay tuned. MOTION: Recommend Council authorize the Parks Director to purchase maintenance equipment through a lease agreement made under the cooperative purchasing agreement the National Intergovernmental Purchasing Alliance has with The Toro Company, in an amount not to exceed $705,000 and authorize the Mayor to sign all necessary documents.” RESULT: APPROVED [UNANIMOUS] MOVER: Bill Boyce, Councilmember SECONDER: Dennis Higgins, Councilmember AYES: Thomas, Boyce, Higgins 7. Strategic Framework resolution Chief Administrative Officer Derek Matheson reviewed the history of the strategic plan and explained that at the retreat earlier this year the Mayor and city council directed a review of the whole strategic framework to ensure 4.a Packet Pg. 4 At t a c h m e n t : 0 6 0 5 1 8 M e e t i n g M i n u t e s ( 1 2 7 3 : A p p r o v a l o f M i n u t e s d a t e d J u n e 5 , 2 0 1 8 ) Operations Committee CC Ops Regular Meeting Minutes June 5, 2018 Kent, Washington Page 3 of 4 the values align with those of the current administration and council. A team was put together to work on this issue and after consulting with the department directors, the mayor and council president they propose changes to the City’s vision, mission, goals and values Boyce commented it was a very through process that went out to the leadership team. They were asked if they could see themselves in these statements and goals, everyone said yes, they could. It was a good process. Higgins commented that he likes our product and he can see how some people felt it was overly long and sees the goal of having something simple and to the point. MOTION: Recommend Council adopt a resolution amending the City’s vision, mission, goals and values, and adopting a strategic framework. RESULT: APPROVED [UNANIMOUS] MOVER: Dennis Higgins, Councilmember SECONDER: Bill Boyce, Councilmember AYES: Thomas, Boyce, Higgins 8. Utility Ordinance Update Customer Service Manager Patty Rosetto presented an amendment to adjust the Utility Ordinance. The adjustments finance is proposing are: 1. Removes the notary requirement for Lifeline applications this would streamline the process for applicants and City staff 2. Allowing low-income residents that care a child that is totally and permanently disabled to apply 3. Provide residents an opportunity to appeal perceived billing errors prior to water service interruption 4. Remove the two-tiered shut off fee and replace it with a single fee Boyce asked to clarify the two tired shut off fee in place of a single fee. Rosetto explained that if you’ve been turned off it goes up to a higher rate, most of our individuals are at that higher rate. Every time someone is turned off we have to go through manually and see if they have been turned off. This puts the fee at a flat rate. MOTION: Recommend Council adopt an ordinance amending Chapter 7.01 of the Kent City Code, to update the Lifeline program application requirements, add an appeal process for perceived billing errors, and to remove the two-tiered shut-off fee. 4.a Packet Pg. 5 At t a c h m e n t : 0 6 0 5 1 8 M e e t i n g M i n u t e s ( 1 2 7 3 : A p p r o v a l o f M i n u t e s d a t e d J u n e 5 , 2 0 1 8 ) Operations Committee CC Ops Regular Meeting Minutes June 5, 2018 Kent, Washington Page 4 of 4 RESULT: APPROVED [UNANIMOUS] MOVER: Bill Boyce, Councilmember SECONDER: Dennis Higgins, Councilmember AYES: Thomas, Boyce, Higgins 9. Solid Waste Definitions Finance Deputy Director Barbara Lopez presented an amendment to the Kent city code utility tax. The amendment would add definitions to solid waste and solid waste collection services. Our current code has no definitions and has caused confusion and inconsistent payment of utility tax on solid waste collection services. MOTION: Recommend Council adopt an ordinance amending Chapter 3.18 of the Kent City Code to add definitions of “solid waste” and “solid waste collection services.” RESULT: APPROVED [UNANIMOUS] MOVER: Bill Boyce, Councilmember SECONDER: Dennis Higgins, Councilmember AYES: Thomas, Boyce, Higgins 10. Adjournment 4:34 AM Committee Secretary 4.a Packet Pg. 6 At t a c h m e n t : 0 6 0 5 1 8 M e e t i n g M i n u t e s ( 1 2 7 3 : A p p r o v a l o f M i n u t e s d a t e d J u n e 5 , 2 0 1 8 ) FINANCE DEPARTMENT Aaron BeMiller, Finance Director 220 Fourth Avenue South Kent, WA 98032 253-856-5264 DATE: June 19, 2018 TO: Operations Committee SUBJECT: Approval of Check Summary Report dated 05/16/18 - 05/30/18 MOTION: Move to approve the check summary report dated 05/16/18 - 05/30/18 5 Packet Pg. 7 INFORMATION TECHNOLOGY DEPARTMENT Mike Carrington 220 Fourth Avenue South Kent, WA 98032-5895 253-856-4600 DATE: June 19, 2018 TO: Operations Committee SUBJECT: Backup and Recovery System Contract for Technical System Upgrade 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 6 Packet Pg. 8 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. BUDGET IMPACT: 1. Expenditures Item Price Commvault Hyperscale Appliance $203,026.76 Tax $20,302.68 Total $223,329.44 SUPPORTS STRATEGIC PLAN GOAL: Innovation Government, Authentic Connectivity and Communication ATTACHMENTS: 1. Exhibit A Master Agreement (PDF) 2. Exhibit B Insurance Requirments For Service Contracts (PDF) 3. Exhibit C Product Matrix (PDF) 4. SHI-NationalIPA-ParticipatingAddendum (PDF) 5. Exhibit D Quote1 (PDF) 6 Packet Pg. 9 City of Mesa, AZ Contract # 2018011-02 for Information Technology Solutions and Services with SHI International Corp. Effective: March 1, 2018 6.a Packet Pg. 10 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 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 6.a Packet Pg. 11 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) ~ mesa -az AGREEMENT PURSUANT TO SOLICITATION CITY OF MESA AGREEMENT NUMBER 2018011 INFORMATION TECHNOLOGY SOLUTIONS & SERVICES CITY OF MESA, Arizona ("City") Department Name Mailing Address Delivery Address Attention E-Mail Phone Fax City of Mesa -Purchasing Division P.O. Box 1466 Mesa, AZ 85211-1466 20 East Main St, Suite 400 Mesa, AZ 85201 Sharon Brause, CPPO, CPPB, CPCP Senior Procurement Officer Sharon .Brause@MesaAZ.gov (480) 644-2815 (480) 644-2655 AND SHI INTERNATIONAL CORP., ("Contractor") Mailing Address 290 Davidson Ave Remit Address Attention E-Mail Phone Fax Website Somerset, NJ 08873 PO Box 95212 1 Dallas, TX 75395-2121 Meghan Flisakowski, Public Program Manager Meghan .Fl isakowski@shi .com 512-517-4088 732-652-6599 www.pub licsector.shidirect.com / Page 1 of 33 6.a Packet Pg. 12 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) CITY OF MESA AGREEMENT PURSUANT TO SOLICITATION This Agreement pursuant to solicitation ("Agreement") is entered into this 27th day of February, 2018, by and between the City of Mesa, Arizona, an Arizona municipal corporation ("City"), and SHI INTERNATIONAL CORP, a New Jersey corporation ("Contractor"). 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 form 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 & CONDITIONS 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 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 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 6.a Packet Pg. 13 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 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 & 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 ("Scope 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. 3. 4. 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. 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. 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 ("Pricing") 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 may be 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 of 33 6.a Packet Pg. 14 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 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. 6 .2 6 .3 6.4 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 . Price Adjustment. 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 terms, 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 (http ://www .bls .gov/cpi/home .htm ). The City shall review the request for adjustment and respond in writing ; such response and approval shall not be unreasonably withheld. 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 firm 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. 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 DepartmenUDivision requesting the Service or Product from the Contractor. A properly comp leted in voice 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 6.a Packet Pg. 15 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 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 Cardle-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, Overpayment. 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 subcontractor(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, 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. 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 6.a Packet Pg. 16 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 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 occurrence/$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. Requirements 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 www.shi.com/returnpol icy 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 Agreem e nt ("O EM Product Warranty"). Contractor shall forward th e 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 of33 6.a Packet Pg. 17 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 12. 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. 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 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 "term" in the Mesa Standard Terms and Conditions. 14. Counterparts and Facsimile or Electronic Signatures . 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 its reasonable attorney's fees, court costs, and other litigation related costs and fees from the other Party. 17. Title, Risk of Loss, 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 6.a Packet Pg. 18 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 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.shi.com/returnpolicy. 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. SHI INTERNATIONAL CORP. By:--'-~~------- Cassie Skelton Printed Name Printed Name ~ 1 ~S SeaJlc.£5 D, ~ Contracts Manager ----=---------------Title Tit I e 2-27-/8) 2/27/18 Date Date REVIEWE~ By: tl..lJ 4...-V ! Page 8 of 33 6.a Packet Pg. 19 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 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. f. 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 ab ility to purchase a comprehensive, wide variety of Information Technology Solution Products including but not limited to the following categories : a. Persona l 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, wh ich 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 bu s in es s, and enterp rise. Contractors may inc lude, but not limited to, Cisco Systems, Dell , Page 9 of 33 6.a Packet Pg. 20 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 4. 5. 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 . Computer and Network Products and Peripherals: 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. i. j . 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 . Comprehensive Product Offering : 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. Financing: Options available such as lease programs and conditional sales contracts. LICENSES. Participating Agencies may be required to sign a separate agreement, rider or End User Licensing Agreement ("EULA·) as required by manufacturers. 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 www.shi.com/returnpolicy, 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 6.a Packet Pg. 21 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) Item # Product 1) Group 1-Systems 2) Group 2 -Input Devices 3) Group 3 -Output Devices EXHIBIT B PRICING Product/ Group 1) Desktops 2) Notebooks 3) Tablets 4) Servers (1 Processor, 2 Processor, 4+ Processor, Blade, Tower, Unix, Handhelds, etc) 5) Keyboards 6) Mice 7) Imaging Scanners 8} POS Scanners 9} Pointing Devices 10) Bar Code Readers 11) Audio Input 12) Input Adapters 13) PC and Network Cameras 14) Input Cables 15) Input Accessories 16) Disp lays 17) Printers Page 11 of 33 Discount Manufacturer Name 4 .50% SH l's Full Catalog of Systems 4.50% SH l's Full Catalog of Systems 4.50% SH l's Full Catalog of Systems 4.50% SH l's Full Catalog of Systems 5.00% SH l 's Full Catalog of Input Devices 5 .00% SH l 's Full Catalog of Input Devices 4.00% SH l 's Full Catalog of Input Devices 4.00% SH l 's Full Catalog of Input Devices 4.00% SH l 's Full Catalog of Input Devices 4 .00% SH l 's Full Catalog of Input Devices 4.00% SH l 's Full Catalog of Input Devices 4.00% SH l's Full Catalog of Input Devices 4.00% SH l 's Full Catalog of Input Devices 4.00% SH l 's Full Catalog of Input Devices 4.00% SH l's Full Catalog of Input Devices 4.50% SH l's Full Catalog of Output Devices 4.50% SH l's Full Catalog of Output Devices 6.a Packet Pg. 22 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 4.50% SH l's Full Catalog of 18) Inkjet Printers Output Devices 4.50% SH l's Full Catalog of 19) Inkjet Photo Printers Output Devices 4.50% SH l's Full Catalog of 20) Laser Printers Output Devices 4.50% SH l's Full Catalog of 21) Label Printers Output Devices 4.50% SH l's Full Catalog of 22) Dot Matrix Printers Output Devices 4.50% SH l's Full Catalog of 23) Multi-Function Printers Output Devices 4.50% SH l's Full Catalog of 24) Wide Format Printers Output Devices 4.50% SH l's Full Catalog of 25) Multi-Function Inkjet Printers Output Devices 4.50% SH l's Full Catalog of 26) Wide Format Printers Output Devices 4.50% SH l's Full Catalog of 27) Fax Machine Printers Output Devices 4.50% SH l's Full Catalog of 28) Printer Accessories Output Devices 4.50% SH l 's Full Catalog of 29) Projectors Output Devices 4.50% SH l's Full Catalog of 30) Projector Accessories Output Devices 4.50% SH l's Full Catalog of 31) Audio Input Output Devices 4.50% SH l 's Full Catalog of 32) Video Cards Output Devices 4.50% SH l's Full Catalog of 33) Sound Cards Output Devices 4.50% SH l's Full Catalog of 34) Output Accessories Output Devices 4.50% SHl's Full Catalog of 35) Printer Consumables Output Devices 36) Desktop 4.50% SHl's Full Catalog of Memory 4) Group 4-Memory 37) Flash 4.50% SH l's Full Catalog of Memory Page 12 of 33 6.a Packet Pg. 23 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 38) Networking 4.50% SH l's Full Catalog of Memory 39) Notebook 4.50% SH l's Full Catalog of Memory 40) Printer/ Fax 4.50% SH l's Full Catalog of Memory 41) Server 4.50% SH l's Full Catalog of Memory 4.00% SH l's Full Catalog of 42) Adapters Fiber Channel Storage Devices 4.00% SH l's Full Catalog of 43) Adapters FireWire / USB Storage Devices 4.00% SH l's Full Catalog of 44) Adapters IDE/ATA/SATA Storage Devices 4.00% SH l's Full Catalog of 45) Adapters RAID Storage Devices 4.00% SH l's Full Catalog of 46) Adapters SCSI Storage Devices 4.00% SH l's Full Catalog of 47) Bridges & Routers Storage Devices 48) Disk Arrays 4.00% SH l's Full Catalog of Storage Devices 49) Disk Arrays JBOD 4.00% SH l's Full Catalog of Storage Devices 5) Group 5 -Storage Devices SO) Drives Magneto-Optical 4.00% SH l's Full Catalog of Storage Devices 51) Drives Removable Disks 4.00% SH l's Full Catalog of Storage Devices 52) Fiber Channel Switches 4.00% SH l's Full Catalog of Storage Devices 53) Hard Disks -External 4.00% SH l's Full Catalog of Storage Devices 4.00% SH l's Full Catalog of 54) Hard Disks -Fiber Channel Storage Devices 4.00% SHl's Full Catalog of 55) Hard Disks -IDE/ATA/S Storage Devices 4.00% SH l's Full Catalog of 56) Hard Disks -Notebook Storage Devices 4.00% SHl's Full Catalog of 57) Hard Disks -SCSI Storage Devices Page 13 of 33 6.a Packet Pg. 24 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 4.00% SH l's Full Catalog of 58) Networking Accessories Storage Devices 4.00% SH l's Full Catalog of 59) Optical Drives -CD-ROM Storage Devices 4.00% SH l's Full Catalog of 60) Optical Drives -CD-RW Storage Devices 61) Optical Drives -DVD-CD 4.00% SH l's Full Catalog of Storage Devices 62) Optical Drives -DVD-RW 4.00% SH l's Full Catalog of Storage Devices 63) Storage Accessories 4.00% SHl's Full Catalog of Storage Devices 64) Storage -NAS 4.00% SH l's Full Catalog of Storage Devices 65) Storage -SAN 4.00% SH l's Full Catalog of Storage Devices 66) Tape Autoloaders -AIT 4.00% SH l's Full Catalog of Storage Devices 4.00% SH l's Full Catalog of 67) Tape Autoloaders -DAT Storage Devices 4.00% SH l's Full Catalog of 68) Tape Autoloaders -DLT Storage Devices 4.00% SH l's Full Catalog of 69) Tape Autoloaders -LTO Storage Devices 4.00% SH l 's Full Catalog of 70) Tape Drives -4mm Storage Devices 4.00% SH l's Full Catalog of 71) Tape Drives -8mm/VXA Storage Devices 4.00% SH l's Full Catalog of 72) Tape Drives -AIT Storage Devices 4.00% SH l's Full Catalog of 73) Tape Drives -DAT Storage Devices 74) Tape Drives -DLT 4.00% SH l 's Full Catalog of Storage Devices 75) Tape Drives -LTO/Ultrium 4.00% SHl's Full Catalog of Storage Devices 76) Tape Drives SOLT 4.00% SH l 's Full Catalog of Storage Devices 77) Tape Drives -Travan 4.00% SH l's Full Catalog of Storage Devices Page 14of 33 6.a Packet Pg. 25 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 78) 10/100 Hubs & Switches 5.00% SH l's Full Catalog of Network Equipment 79) Bridges & Routers 5.00% SH l's Full Catalog of Network Equipment 5.00% SH l 's Full Catalog of 80) Gigabit Hubs & Switches Network Equipment 5.00% SH l 's Full Catalog of 81) Concentrators & Multiplexers Network Equipment 5.00% SH l's Full Catalog of 82) Hardware Firewalls Network Equipment 5.00% SH l's Full Catalog of 83) Intrusion Detection Network Equipment 5.00% SH l 's Full Catalog of 84) KVM Network Equ ipment 5.00% SH l's Full Catalog of 85) Modems Network Equipment 6) Group 6 -Network 5.00% SH l 's Full Catalog of Equipment 86) Network Test Equipment Network Equipment 5.00% SH l's Full Catalog of 87) Network Adapters Network Equipment 5.00% SHl's Full Catalog of 88) Network Cables Network Equipment 5.00% SH l's Full Catalog of 89) Network Accessories Network Equipment 5.00% SH l's Full Catalog of 90) Repeaters & Transceivers Network Equipment 5.00% SH l's Full Catalog of 91) Wireless LAN Accessories Network Equipment 5.00% SHl 's Full Catalog of 92) Token Authentication Network Equipment 5.00% SHl's Full Catalog of 93) l0G Fiber Optic Transceivers Network Equipment 5.00% SH l's Full Catalog of 94) lG Fiber Optic Tra nsceivers Network Equipment 95) Licensing Packages 4.50% SH l's Full Catalog of (e.g. Microsoft) Software 7) Group 7 -Software 4.50% SH l's Full Catalog of 96) Licensing Backup Software 4.50% SH l's Full Catalog of 97) Licensing Barcode/OC Software Page 15 of 33 6.a Packet Pg. 26 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 4.50% SH l's Full Catalog of 98) Licensing Business Application Software 4.50% SH l's Full Catalog of 99) Licensing CAD/CAM Software 4.50% SH l's Full Catalog of 100) Licensing -Cloning Software 4.50% SH l's Full Catalog of 101) Licensing -Computer Services Software 4.50% SHl's Full Catalog of 102) Licensing -Database Software 4.50% SH l's Fu ll Catalog of 103) Licensing -Development Software 4.50% SH l 's Full Catalog of 104) Licensing -Entertainment Software 4.50% SH l's Fu ll Catalog of 105) Licensing -Financial Software 4.50% SH l 's Full Catalog of 106) Licensing -Flow Chart Software 4 .50% SH l's Full Catalog of 107) Licensing -Graphic Design Software 4.50% SH l 's Full Catalog of 108) Licensing -Handheld Software 4.50% SH l 's Full Catalog of 109) Licensing -Network OS Software 4.50% SHl's Full Catalog of 110) Licensing -OS Software 111) Licensing -Personal 4.50% SH l's Full Catalog of Organization Software 4 .50% SHl's Full Catalog of 112) Licensing -Presentation Software 4 .50% SH l's Full Catalog of 113) Licensing -Reference Software 4.50% SH l's Full Catalog of 114) Licensing -Report Analysis Software 4.50% SH l's Full Catalog of 115) Licensing -Spreadsheet Software 4.50% SH l's Full Catalog of 116) Licensing -Utilities Software 4.50% SH l's Full Catalog of 117) Licensing -Warranties Software Page 16 of 33 6.a Packet Pg. 27 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 4.50% SH l's Full Catalog of 118) Licensing -Web Development Software 4.50% SH l's Full Catalog of ' 119) Licensing -Word Processing Software 4.50% SH l's Full Catalog of 120) Software -Backup Software 4.50% SH l's Full Catalog of 121) Software -Barcode / OCR Software 122) Software -Business 4.50% SH l's Full Catalog of Application Software 4.50% SH l 's Full Catalog of 123) Software -CAD/CAM Software 4.50% SH l's Full Catalog of 124) Software -Cloning Software 4.50% SH l's Full Catalog of 125) Software -Computer Services Software 4.50% SH l's Full Catalog of 126) Software -Database Software 4.50% SH l's Full Catalog of 127) Software -Development Software 4.50% SH l 's Full Catalog of 128) Software -Entertainment Software 4.50% SH l's Full Catalog of 129) Software -Financial Software 4.50% SH l's Full Catalog of 130) Software -Flow Chart Software 4.50% SH l's Full Catalog of 131) Software -Graphic Design Software 4.50% SH l's Full Catalog of 132) Software -Handheld Software 4.50% SH l's Full Catalog of 133) Software -OS Software 134) Software -Personal 4.50% SH l's Full Catalog of Organization Software 4.50% SH l's Full Catalog of 135) Software -Presentation Software 4.50% SH l's Full Catalog of 136) Software -Reference Software 4.50% SH l's Full Catalog of 137) Software -Report Ana lysis Software Page 17 of33 6.a Packet Pg. 28 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 4.50% SH l 's Full Catalog of 138) Software -Spreadsheet Software 4.50% SH l's Full Catalog of 139) Software -Utilities Software 4 .50% SH l's Full Catalog of 140) Software -Warranties Software 4 .50% SHl 's Full Catalog of 141) Software -Web Development Software 4.50% SH l's Full Catalog of 142) Software -Word Processing Software 4 .00% SH l's Full Catalog of 143) Media -4mm tape Media Supplies 4.00% SH l's Full Catalog of 144) Media -AIT tape Media Supplies 4.00% SH l's Full Catalog of 145) Media -DAT tape Media Supplies 4.00% SHl's Full Catalog of 146) Media-DLTtape Media Supplies 147) Media LTO / Ultrium tape 4.00% SH l's Full Catalog of drive Media Supplies 8) Group 8 -Media Supplies 4 .00% SHl 's Full Catalog of 148) Media -Magneto -Optical Media Supplies 4.00% SH l's Full Catalog of 149) Media -Optical Media Supplies 4.00% SHl's Full Catalog of 150) Media -SLR tape Media Supplies 4.00% SH l's Full Catalog of 151) Media -Travan tape Media Supplies 4.00% SHl's Full Catalog of 152) Media -VXA tape Media Supplies 4.00% SH l 's Full Catalog of 153) Media -zip Media Supplies 4.00% SH l's Full Catalog of Collaboration and IP 154) IP phones Te lephony Group 9 -Collaboration & 4.00% SH l 's Full Catalog of 9) IP Telephony Collaboration and IP 155) Video conferencing products Telephony 4.00% SH l 's Full Catalog of Collaboration and IP 156) Voice gateways / servers Telephony Page 18 of 33 6.a Packet Pg. 29 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 4.00% SH l's Full Catalog of Co llaboration and IP 15 7) Headsets Te lephony 4.00% SH l's Full Catalog of Collaboration and IP 15 8 ) Audio conferencing products Telephony 4.00% SH l 's Full Catalog of Collaboration and IP lS9) Analog phones Telephony 4.00% SH l's Full Catalog of Collaboration and IP 160) Accessories Telephony 4 .00% SH l's Full Catalog of 161) Advanced I ntegration Other 4.00% SH l's Full Catalog of 162) Asset Disposal Other 4.00% SH l 's Full Catalog of 163) Asset Management Other 4.00% SH l's Full Catalog of 164) Cables Other 4.00% SH l 's Full Catalog of 165) Cables -custom Other 4.00% SH l's Full Catalog of 166) Cables -printer Other 4.00% SH l's Full Catalog of Other 167) Complex warranties 4.00% SH l 's Full Catalog of 10) Group 10 -Other 168) Desktop Accessories Other 4 .00% SH l's Full Catalog of 169) Display Accessories Other 4 .00% SH l 's Full Catalog of 170) Electronic Services Other 4 .00% SHl's Full Catalog of 171) Handheld Accessories Other 4.00 % SHl 's Full Catalog of ll2) Imaging Accessories Other 4.0 0% SH l 's Full Catalog of 173) Imaging _ Camcorders Other 4.0 0% SHl's Full Catalog of 174) Imaging _ Digital Cameras Other Page 19 of 33 6.a Packet Pg. 30 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 4.00% SHl's Full Catalog of 17 5 ) Internal Lab Service Ot her 4.00% SH l's Full Catalog of 17 6) Labfees 0 ther 4.00% SH l's Full Catalog of 177) Managed Services Other 4 .00% SH l's Full Catalog of 178) Miscellaneous solutions Other 4.00% SH l's Full Catalog of 179) Mounting hardware for Other vehicles 4 .00% SH l's Full Catalog of 180) Networking Warranties Other 4.00% SH l's Full Catalog of 181) Notebook Accessories Other 4.00% SH l's Full Catalog of 182) Notebook Batteries Other 4.00% SH l's Full Catalog of 183 ) PC Lab order services Other 4.00% SH l's Full Catalog of 184) POS Accessories Other 4.00% SH l's Full Catalog of 185) POS Displays Other 4 .00% SH l's Full Catalog of 186) Power Accessories Other 4 .00% SHl's Full Catalog of 187) Power Surge Protection Other 4.00% SH l's Full Catalog of 188) Power UPS Other 4.00% SH l's Full Catalog of 189) Server Accessories Other 4.00% SH l's Full Catalog of l90) service Charge Other 4.00% SH l's Full Catalog of 191) System components Other 4.00% SH l's Full Catalog of 192) Training Courses Other 4.00 % SH l 's Full Catalog of 193) Train ing Reference Manuals Other 4.0 0% SHl's Full Catalog of 194) Warranties -Electronic Other Page 20 of 33 6.a Packet Pg. 31 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 4.00% SH l's Full Catalog of 195) iPAD / Tablet Stylus Other 4.00% SH l's Full Catalog of 196) Mouse / Wrist Pads Other 4.00% SH l's Full Catalog of 197) Security Locks and Hardware Other 4.00% SHl's Full Catalog of 198) Tools Other 199) Document Scanner 4.00% SH l's Full Catalog of Accessories Other 4.00% SHl's Full Catalog of 200) Flatbed Scanners Other 4.00% SH l's Full Catalog of 201) Mobile Scanners Other 4.00% SH l's Full Catalog of 202) Network Scanners Other 4.00% SH l 's Full Catalog of 203) Sheet fed Scanners Other 4.00% SH l's Full Catalog of 204) Wide Format Scanners Other 205) Workgroup / Department 4.00% SH l's Full Catalog of Scanner Other 4 .00% SH l's Full Catalog of 206) Build to Order Desktops Other 4.00% SH l's Full Catalog of 207) Nettop Other 4 .00% SH l's Full Catalog of 208) Point of Sale Other 4.00% SH l's Full Catalog of 209) Ultra Small Form Factor Other 210) Apple/ Mac Memory 4.00% SH l's Full Catalog of Upgrades Other 4.00% SHl's Full Catalog of 211) Chips/ SIMMs/SIPPs / ROMs Other 4 .00% SH l's Full Catalog of 212) Computer Cases Other 4.00% SH l's Full Catalog of 213) CPUs/ Fans Other 4.00% SH l's Full Catalog of 214) Memory Accessories Other Page 21 of 33 6.a Packet Pg. 32 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 4.00% SH l's Full Catalog of 215) Motherboards/ Chassis Other 4.00% SH l's Full Catalog of 216) 1 - 2 port Serial Boards Other 4.00% SH l's Full Catalog of 217) 3+ port Serial Boards Other 4.00% SH l's Full Catalog of 218) Console Server Other 4.00% SH l's Full Catalog of 219) Device Server Other 4.00% SH l's Full Catalog of 220) Terminal Server Other 4.00% SH l's Full Catalog of 221) Content Management Other 4.00% SH l's Full Catalog of 222) Firewall/ VPN Appliances Other 223) Multifunction Security 4.00% SH l's Full Catalog of Appliances Other 4.00% SHl's Full Catalog of 224) Network Camera Accessories Other 4.00% SH l's Full Catalog of 225) Network Cameras Other 226) Physical/Environmental 4.00% SH l's Full Catalog of Security Other 227) Security Appliance 4.00% SH l's Full Catalog of Accessories Other 4.00% SH l's Full Catalog of 228) Security Tokens Other 4.00% SH l's Full Catalog of 229) Unified Threat Management Other 4.00% SH l's Full Catalog of 230) 2-way Radios/ Walkie Talkies Other 4.00% SHl's Full Catalog of 231) Apple Notebooks Other 232) Convertible PCs/ Slate PCs/ 4.00% SH l's Full Catalog of iPAD Other 4.00% SH l's Full Catalog of 233) iPAD Other 4.00% SH l's Full Catalog of 234) Slate Tablet Computers Other Page 22 of 33 6.a Packet Pg. 33 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 4.00% SHl's Full Catalog of 235 ) GPS/ PDA Ot her SH l's Full Catalog of 4.00% 23 6) Wireless Communication Other De vices 4.00% SHl's Full Catalog of 23 7) Batteries Other 4.00% SHl's Full Catalog of 23 8) Power Supplies/ Adapters Other 4.00% SHl's Full Catalog of 239) Rackmountain Equipment Other 4 .00% SHl's Full Catalog of 240) Remote Power Management Other 4.00% SHl's Full Catalog of 241 ) Surge Suppressors Other 4.00% SHl's Full Catalog of 242) UPS/ Battery Backup Other - 4.00% SH l's Full Catalog of 243) 14" & smaller LCD Display Other 4.00% SH l's Full Catalog of 244) 15-19" LCD Display Other 4.00% SH l's Full Catalog of 245) 15-19" Wide LCD Display Other 4.00% SH l's Full Catalog of 246) 15-19" Wide LED Display Other 4.00% SH l's Full Catalog of 247 ) 20-30" LCD Display Other 4.00% SH l's Full Catalog of 248) 20-30" Wide LCD Display Other 4.00% SHl's Full Catalog of 249) 20-30" Wide LED Display Other 4.00% SH l's Full Catalog of 250) PColP and Zero Client Displays Other 4.00 % SH l's Full Catalog of 251) Arm Mounts Other 4.00 % SH l's Full Catalog of 252) Ceiling Mounts Other 4.0 0% SH l's Full Catalog of 253) Combo Mounts Other 4.0 0% SH l's Full Catalog of 254) Desktop Stands/ Risers Other Page 23 of 33 6.a Packet Pg. 34 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 4.00% SHl's Full Catalog of 255) Flat Wall Mounts Other 4.00% SH l's Full Catalog of 256) Mount Accessories Other 4.00% SH l's Full Catalog of 257) Pole Display Other 4 .00% SH l 's Full Catalog of 258) Stands/ Carts/ Feet Other 4.00% SH l 's Full Catalog of 259) Tilt Wall Mounts Other 4 .00% SH l's Full Catalog of 260) C-Cure Products Other 4.00% SH l 's Full Catalog of 261) lstar 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 SHl 's discount model for this contract. All d iscounts a rticulated he r e re present the m i nimum discou nts off SHI Advertised List Price; actual discounts may be significantly higher. Page 24 of 33 6.a Packet Pg. 35 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 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 25 of 33 6.a Packet Pg. 36 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 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, 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 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. NON-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 of33 6.a Packet Pg. 37 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 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 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. RS. § 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.RS. § 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 2748 of the Federal Immigration and Nationality Act and the E-Verify requirements prescribed by A.RS. § 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.RS. § 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. 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 6.a Packet Pg. 38 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 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 et. 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 other judicial 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 Contractor's 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, or facilities 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 (iii) 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 6.a Packet Pg. 39 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 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 Contractor's 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 may be 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 6.a Packet Pg. 40 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 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 6.a Packet Pg. 41 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 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.RS. § 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 item(s) 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 6.a Packet Pg. 42 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 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 may be 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, Contractor will comply with 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 6.a Packet Pg. 43 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 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 other expiration 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 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. Page 33 of 33 6.a Packet Pg. 44 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 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 David Luna Mark Freeman Christopher Glover Francisco Heredia Kevin Thompson Jeremy Whittaker None Christopher Brady Dee Ann Mickelsen Jim Smith 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 agenda 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. 6.a Packet Pg. 45 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 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. Elgin 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 application: *4-a. Turf Paradise, TP Racing LLLP 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. 6.a Packet Pg. 46 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 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. *5-d. 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. 6.a Packet Pg. 47 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 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. *5-g. Five-Year Term Contract with CDW Government, LLC and SHI International Corp. for Information Technology Solutions and Services for Various Departments throughout the City. (Citywide) This contract will provide the City and participating agencies a full range of information technology solution products and services to meet varying requirements of governmental agencies. The scope of products and services available under these contracts include standard business and high-end workstations; laptop and notebook computers; network equipment; computer and network products and peripherals; monitors; various cloud, consulting, and technical support services; financing; various software products; and the contractors' comprehensive product offering. Mesa, as the lead agency, has partnered with the National Intergovernmental Purchasing Alliance Company (National IPA) to lead this contract. The contract will be available to over 45,000 public agencies nationally. While no minimum volume is guaranteed to the suppliers, the estimated annual volume of IT Solutions purchased under this master agreement is approximately $500 million per year. The City will receive rebates annually for administering and awarding this contract. A committee representing the Police, and Information Technology Departments, City Manager’s Office, Police-Information Technology, National IPA and Purchasing evaluated responses. The evaluation committee recommends awarding the contract to the highest-scored proposals from CDW Government, LLC and SHI International Corp., at $3,100,000 annually, based on estimated usage. *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-i. 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. 6.a Packet Pg. 48 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 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-l. 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. 6.a Packet Pg. 49 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 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-o. 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 6.a Packet Pg. 50 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 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. 6.a Packet Pg. 51 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) Regular Council Meeting February 5, 2018 Page 8 7. Introduction of the following ordinance and setting February 26, 2018 as the date of the public 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 6.a Packet Pg. 52 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) Regular Council Meeting February 5, 2018 Page9 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 10. Items from citizens present. There were no items from citizens present. 11. Adjournment. Without objection, the Regular Council Meeting adjourned at 5:57 p.m. ATTEST: DEE ANN MICKELSEN, CITY CLERK ~ ~AYOR 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 5th day of February, 2018. I further certify that the meeting was duly called and held and that a quorum was present. DEE ANN MICKELSEN, CITY CLERK js 6.a Packet Pg. 53 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) National Cooperative Contract National Intergovernmental Purchasing Alliance Company Information Technology Solutions 6.a Packet Pg. 54 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 1 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 6.a Packet Pg. 55 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) Table of Contents TAB 1 ‐ Letter of Transmittal. ........................................................................................................................ 3 TAB 2 ‐ Program Description AND Method of Approach. ............................................................................. 6 Attachment D ‐ Supplier Qualifications .................................................................................................... 6 Company ................................................................................................................................................... 6 Distribution, Logistics .............................................................................................................................. 13 Marketing and Sales ................................................................................................................................ 18 TAB 3 ‐ Pricing Forms. .............................................................................................................................. 61 TAB 4 ‐ Qualifications. (Abilities, Experience and Expertise). ..................................................................... 62 TAB 5 – Technology. .................................................................................................................................... 73 TAB 6 ‐ Other Forms. ............................................................................................................................... 95 Attachments ................................................................................................................................................ 96 D&B Report ............................................................................................................................................. 96 Partners ................................................................................................................................................... 97 6.a Packet Pg. 56 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 3 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. 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 9th 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 6.a Packet Pg. 57 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 4 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 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. 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 IAMs 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. IAMs 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: 6.a Packet Pg. 58 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 5 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: teamarizona@shi.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. 6.a Packet Pg. 59 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 6 TAB 2 ‐ PROGRAM DESCRIPTION AND METHOD OF APPROACH. Clearly define the services/materials offered and Respondent’s method of approach to including, but not limited, to the following 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. 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 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. E. Submit your FEIN and Dunn & Bradstreet report. 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 9th 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.a Packet Pg. 60 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 7 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 $7.5B, which demonstrates 15% growth over 2015. We are projecting earnings of $8.2B 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. 6.a Packet Pg. 61 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 8 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 (IAMs). 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. 6.a Packet Pg. 62 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 9 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 170 Inside 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. 6.a Packet Pg. 63 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 10 6.a Packet Pg. 64 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 11 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 6.a Packet Pg. 65 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 12 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. Annual Sales 2014 2015 2016 2017 YTD K‐12 (public & private), Educational Service Agencies 160,000,000 200,000,000 232,000,000 203,000,000 Higher Education Institutions 190,000,000 245,000,000 249,000,000 222,000,000 Counties, Cities, Townships, Villages 345,000,000 400,000,000 465,000,000 354,000,000 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 4,680,000,000 Total 5,865,000,000 6,656,000,000 7,441,000,000 5,989,000,000 FEIN and D&B SHI FEIN: 22‐3009648 6.a Packet Pg. 66 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 13 D&B Number: 61‐142‐9481 – SHI 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. 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. 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 Chicago, IL Dallas, TX Fontana, CA Fort Worth, TX Jonestown, PA Swedesboro, NJ Los Angeles, CA Memphis, TN Miami, FL Ontario, CA South Bend, IN Suwanee, GA 6.a Packet Pg. 67 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 14 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. 6.a Packet Pg. 68 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 15 6.a Packet Pg. 69 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 16 6.a Packet Pg. 70 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 17 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. 6.a Packet Pg. 71 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 18 MARKETING AND SALES A. Provide a detailed ninety‐day plan beginning from award date 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 of 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 SHI 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 sharepoint site and announce on 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 SHI for 22 years. 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 of this contract. National IPA and its members will benefit from this personal touch and commitment to success. Ongoing training of our sales force on this contract will be critical to our success. Within the first week of award, SHI 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 SHI’s SM 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. 6.a Packet Pg. 72 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 19 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. 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 Public Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to: iii. Creation and distribution of a co‐branded press release to trade publications iv. Announcement, contract details and contact information published on the Supplier company website within first 90 days v. Design, publication and distribution of co‐branded marketing materials within first 90 days vi. 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 vii. 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. viii. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement ix. Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, etc.) x. Dedicated National IPA internet web‐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 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 6.a Packet Pg. 73 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 20 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 Scott_Garrett@shi.com Lauren Baines Public Sector Marketing Specialist Lauren_baines@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 6.a Packet Pg. 74 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 21 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 O365 Productivity. Immediately following is a sample marketing plan. 6.a Packet Pg. 75 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 22 6.a Packet Pg. 76 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 23 6.a Packet Pg. 77 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 24 B. Describe how your company will transition any existing Public Agency customers’ accounts to the Master Agreement available nationally through National IPA. Include a list of current cooperative contracts (regional and national) your company holds and describe how the Master Agreement will be positioned among the other cooperative agreements. SHI Response: SHI realizes that the transition process is essential to National IPA’s success. Below, please find a brief 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 IPA’s transition is successful: 1. Manufacturer Supply and Pricing Agreements 2. Product Standards 3. Dedicated Account Team and Team Tools 4. Custom/Customer Specific Reports 5. Order Acknowledgement Customization 6. Non e‐Procurement Site Implementation: SHI.com For each of these six areas, SHI and National IPA will work collaboratively on identified tasks to complete implementation of Information Technology Solutions. The breakdown of these tasks is outlined below. Area of Transition Manufacturer Supply and Pricing Agreements SHI Task to be Performed National IPA (member) Task to be Performed Create a contract/agreement document in the SHI System Identify source(s) of supply Request/plan for routine product/price updates from any non‐automated price feed from manufacturer Set up customer specific SKU’s as applicable Create training/information documents on customer requirements for internal use Publish customer terms, pricing, contracts, and processes and policies to SHI’s Internal SharePoint site for customer Identify all existing customer/manufacturer agreements Submit letter to manufacturer naming SHI as agent/reseller for customer Identify customer policy for manufacturer selection and orders Identify any IT refreshes already in process so that SHI is able to best assist customer. 6.a Packet Pg. 78 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 25 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 Product Standards SHI Task to be Performed National IPA (member) Task to be Performed Work with manufacturers or distributors to set inventory levels, if applicable Flag standard products in customer catalog at item level Place first inventory order, 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 Identify customer standards Forecast volume on any IT inventory requirements, if applicable Define non‐standard request process for customer and SHI approval validation for processing, if applicable 6.a Packet Pg. 79 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 26 Area of Transition Dedicated Account Team and Team Tools SHI Task to be Performed National IPA (member) Task to be Performed Introduce City of Mesa to its dedicated sales team 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 Identify any specific requirements for City Area of Transition Custom/Customer Specific Reports SHI Task to be Performed National IPA (member) Task to be Performed Define custom fields that City of Mesa may wish to capture Establish reporting schedule Establish distribution list Validate custom fields transmitted in e‐procurement 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 Define custom fields that City wishes to capture Establish reporting schedule Establish distribution list Establish report layout and report type/requirements 6.a Packet Pg. 80 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 27 Introduce and train City of Mesa on SHI reporting tools Set user permissions Area of Transition Order Acknowledgement Customization SHI Task to be Performed National IPA (member) Task to be Performed SHI account team customize in SCII Test order acknowledgement documents Define City of Mesa specific content Define intended recipients of notifications, such as Order of Acknowledgement Area of Transition SHI.com non e‐Procurement site implementation SHI Task to be Performed National IPA (member) Task to be Performed Define organization/site requirements (process flow) Define system users and set up permissions Design SHI.com customer specific implementation Define/build any additional catalog requirements Define SHI.com special verbiage requirements Connect users to City of Mesa‐specific catalogues Conduct user demonstration and training sessions for City of Mesa Define organization/site requirements (process flow) Define system users and set up permissions Define approval process and billing process/requirements Define catalogue content Test system and processes 6.a Packet Pg. 81 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 28 C. 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. SHI Response: SHI acknowledges and can comply. D. 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. Best government pricing iii. No cost to participate iv. Non‐exclusive contract 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. 6.a Packet Pg. 82 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 29 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 of the 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 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. 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 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 Scott_Garrett@shi.com 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. 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. 6.a Packet Pg. 83 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 30 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. 6.a Packet Pg. 84 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 31 Denise Verdicchio Sr. Director Public Sector 908‐884‐1389 Denise_verdicchio@shi.com Yara Ismail Director of Enterprise Inside Sales – Public Sector 732‐537‐7240 Yara_ismail@shi.com 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. 6.a Packet Pg. 85 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 32 6.a Packet Pg. 86 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 33 I. Explain in detail how the sales teams will work with the National IPA team to implement, grow and service the national program. 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 face‐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. 6.a Packet Pg. 87 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 34 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. J. 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. 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 Scott_Garrett@shi.com Lauren Baines Public Sector Marketing Specialist Lauren_baines@shi.com 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. K. State the amount of your 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 key contact for each. SHI Response: Immediately following are our top 10 Public Agency customers. SHI can provide additional information upon request. 6.a Packet Pg. 88 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 35 Customer Name Invoiced Revenue Buckets Texas Seat Management 28,915,734.65 $50m ‐ $100m MN Office of Enterprise Technology 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 $50m ‐ $100m City of Houston 12,079,388.15 $50m ‐ $100m 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 of these functions. 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. 6.a Packet Pg. 89 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 36 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. 6.a Packet Pg. 90 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 37 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. 6.a Packet Pg. 91 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 38 6.a Packet Pg. 92 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 39 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 Coupa ePlus Procure+ Hubwoo Oracle OAG and cXML Punchout Perfect Commerce Roundtrip PeopleSoft Direct Connect SAP OCI Roundtrip Sciquest Verian ProcureIT 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. 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”). $_______.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. SHI Response: Per addendum #2, 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. 6.a Packet Pg. 93 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 40 N. Even 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, Supplier may 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 a solicitation. 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.). 2. Provide a description of the product lines that can be provided by your firm. 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, 6.a Packet Pg. 94 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 41 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. 3. Provide a description of the services that can be provided by your firm. 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 Laptops Tablets Desktops Systems Management 6.a Packet Pg. 95 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 42 Phones Unified Communications Datacenter Servers Storage Networking Equipment Converged Infrastructure Cloud Colocation Security Assessments HIPPA Security Vulnerability Security Posture Review (SPR) Penetration Testing Social Engineering Policy Creation Data Protection Solutions and Services Firewall/UTM/NGFW Implementation DLP/Encryption Implementation Video Surveillance Lifecycle Services Acquisition Deployment Installation Data Migration OS Upgrades Support Recovery Integration Services Rack and Stack Advanced Configurations Mobile Device Configurations Asset Tagging Image Deployment Laser Etching Activations Kitting Integrated Add‐on Components Custom Label and Packing Inventory Management Connectivity Services Voice POTS Mobility UC Hosted PBX SIP/PRI Network and Data Ethernet/Fiber Wireless SDN PTP MPLS Cable/DSL Specialized Telecom Expense Management Service Provider Assessment Microsoft Services O365 Active Directory SCCM Skype Exchange SharePoint Windows 6.a Packet Pg. 96 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 43 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. 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. 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 owned 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, 6.a Packet Pg. 97 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 44 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. 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 II 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. 6.a Packet Pg. 98 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 45 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. 5. Describe how your firm proposes to distribute the products/services nationwide. 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 Chicago, IL Dallas, TX Fontana, CA Fort Worth, TX Jonestown, PA Swedesboro, NJ Los Angeles, CA Memphis, TN Miami, FL Ontario, CA South Bend, IN Suwanee, GA 6. Identify all subcontractors that will be involved in processing agency orders under this contract and describe their distribution/delivery processes. 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. 6.a Packet Pg. 99 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 46 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. 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 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 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 8. State any return and restocking policy, and any fees, if applicable associated with returns. 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 6.a Packet Pg. 100 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 47 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! 9. Describe your invoicing process. Is electronic invoicing available? Is summary invoicing available? Are there other options on how an agency receives an invoice? 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. 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. 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 6.a Packet Pg. 101 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 48 (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. Describe the types of customer service available to agencies that use this contract: a. Is online support available? b. Is phone support available? c. Can agencies request a dedicated service representative and/or a dedicated service team? If a dedicated customer service representative and/or team are assigned, what types of services does the representative/team provide? How 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? h. Describe in detail your company’s ability to hold/warehouse customers’ orders and if there are any cost associated. 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 (IAMs). This group totals over 150 professionals and is located in our global headquarters in Somerset, NJ. This team is also aligned to 6.a Packet Pg. 102 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 49 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 IAMs 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. 6.a Packet Pg. 103 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 50 SHI realizes the need for timely information in order to keep projects moving forward. The first step will be clearly defining SLAs that meet the needs of National IPA members. As requested, SHI has outlined the following SLAs. If awarded, the SLAs will be reviewed and mutually agreeable standards established. 6.a Packet Pg. 104 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 51 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 8:00AM – 7:00PM 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 IAM email correspondences, which reads “How was my service? Contact – Senior_Management@shi.com”. 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. 6.a Packet Pg. 105 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 52 Escalation Point Responsibilities Response Time Inside Account Managers Rob DiGiovanni, EJ Williams, Jason Mitchell Day‐to‐Day customer service questions, such as order placement, order tracking, quotations, return authorizations, licensing questions, etc. Within 4 business hours, with at least status on resolution, if not with the final resolution. Account Executive Amelia Jakubczyk Overall management of the relationship between SHI and the customer. Has the authority to take into consideration special circumstances to make exceptions to SHI’s general policies. Within 4 business hours, with at least status on resolution, if not with the final resolution. Inside Sales Manager Corrin Bennett Responsible for the management of the daily activities of the Inside Account Managers. Within 4 business hours, with at least status on resolution, if not with the final resolution. Director Inside Sales Manager Yara Ismail Management of the Inside Account Managers. Escalation point for any over‐all quality concerns at SHI. Within 8 business hours with either status or resolution. Regional Director, Public Sector Sales Alison Turner Management of the Account Executives. Has the authority to approve contract terms and conditions and to make exceptions as deemed appropriate. Within 8 business hours with either status or resolution. Senior Director of Public Sector Sales Denise Verdicchio Executive authority to approve terms and resolve issues. Within 8 business hours with either status or resolution. 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 IAMs 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 Senior_Management@shi.com email or in any form directed at complimenting the IAMs service and support. 6.a Packet Pg. 106 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 53 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. 11. Describe how your company will assist customers in navigating OEM warranty process. 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. 12. Describe how your firm will notify customers of new products. 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.shi.com) features articles about Public Sector focused technology, software publisher licensing programs, and more. Links to some recent blogs are included below: https://blog.shi.com/solutions/3‐educational‐technology‐resources‐help‐new‐teacher/ 6.a Packet Pg. 107 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 54 https://blog.shi.com/software/what‐education‐customers‐must‐know‐about‐adobes‐licensing‐changes/ https://blog.shi.com/software/microsoft‐extends‐office‐365‐proplus‐education‐benefits/ https://blog.shi.com/hardware/classroom‐upgrades‐high‐tech‐teachers/ 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. http://www.centerdigitaled.com/paper/Guide‐to‐Choosing‐Digital‐Content‐and‐Curriculum‐41458.html http://www.centerdigitaled.com/higher‐ed/Top‐10‐Higher‐Ed‐IT‐Issues‐of‐2017.html 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. 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. 6.a Packet Pg. 108 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 55 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. 13. Describe how your company will assist and support customers when their standardized is reaching EOL (end of life). SHI Response: We understand that a standard reaching end of life requires careful planning to avoid disruption. Our customers receive end of life information early via 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 transitioning/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. 6.a Packet Pg. 109 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 56 14. 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 outsourced function? SHI Response: Technical support is not handled in the same manner as customer service. Typically, technical support is handled directly by the OEM/Publisher. In these cases, SHI can assist in getting the customer connected to the right person at the OEM/Publisher. SHI does offer technical support/helpdesk services for an 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 to funnel that increase in calls to a turn‐key solution provided by a third party is much more attractive than increasing internal head‐count. In addition, outsourcing this service can increase overall productivity. Having a resource that can not 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 or Acrobat, this support can be expanded to cover a customer's custom applications. If needed, SHI Technical Support has the ability to provide higher technical and engineer level support for those same technologies. SHI offers: Phone support with a live technician or engineer Options for 8x5 or 24x7 support coverage 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. Describe what other services you offer that would be applicable to this contract (e.g., cloud, services, maintenance, implementation, design, analysis, training, repair, etc.) SHI Response: 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 IT 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 a reality. Manufacturers’ products that are 6.a Packet Pg. 110 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 57 part of the SHI CIC today include: HP, Dell, EMC, Cisco, NetApp, Veritas, APC, Tripp Lite, Eaton, Pure, Tintri, Nutanix, Lenovo, VMware, Microsoft, Brocade, qLogic, 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. 6.a Packet Pg. 111 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 58 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: 6.a Packet Pg. 112 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 59 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 15. Describe options for leasing and financing and the various payment methods accepted. 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. 6.a Packet Pg. 113 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 60 We can accommodate almost any payment method/schedule and will work with the customer to construct a plan that best suits their needs. 6.a Packet Pg. 114 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 61 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’s 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. 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.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. 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. 6.a Packet Pg. 115 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 62 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’s national presence in the IT solutions industry. SHI Response: SHI has provided an answer to this question in the Attachment D portion of this response. 2. Provide the total number and location of sales persons employed by your firm. 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 Maricopa 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. 6.a Packet Pg. 116 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 63 3. Provide the number and location of support centers (if applicable). SHI Response: SHI has provided an answer to this question in the Attachment D portion of this response. 4. Provide Public sector sales figures for 2014, 2015 and 2016 and the percentage mix of hardware, software, and services SHI Response: SHI has provided an answer to this question in the Attachment D portion of this response. 5. Please submit your FEIN and Dunn & Bradstreet report. SHI Response: SHI has provided an answer to this question in the Attachment D portion of this response. 6. Provide a summarization of your experience in performing work similar to that outlined in this solicitation. 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 9th 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 $7.5B, which demonstrates 15% growth over 2015. We are projecting earnings of $8.2B 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 City’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. 6.a Packet Pg. 117 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 64 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 minimum of three references for which your 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, particularly municipal governments, are preferred. SHI Response: SHI has provided references on Attachment C, which can be found later in this response. 8. Provide resumes and three references (preferably from the public sector) for the primary customer service representative(s). Resume(s) 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. SHI Response: Immediately following 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 Terri.johnson@azdoa.gov 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 swest@azdot.gov 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, 6.a Packet Pg. 118 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 65 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 mmarsh@admin.nv.gov 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. 6.a Packet Pg. 119 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 66 6.a Packet Pg. 120 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 67 6.a Packet Pg. 121 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 68 6.a Packet Pg. 122 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 69 6.a Packet Pg. 123 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 70 6.a Packet Pg. 124 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 71 9. Provide information regarding if your organization ever failed to complete any work awarded. SHI Response: 6.a Packet Pg. 125 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 72 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 past, has been involved in any litigation, bankruptcy, or reorganization. SHI Response: SHI has not been involved in litigation, bankruptcy, or reorganization. 6.a Packet Pg. 126 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 73 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 e. to track order status, to include backordered items f. to determine when an item was received and who received it g. to restrict/block the ordering of certain line items and to restrict/block the ordering of groups h. to create approval paths/levels for orders, to include creating an approval path for restricted items i. to create a “favorites” list or subscribed purchases other personalized list of frequently ordered items j. to create a “shared” list for an agency to use k. to obtain online customer service l. to receive online training m. to accept credit card payment (and describe the level of data offered; also describe your security measures for credit card orders) n. to track their budget for purchases o. to generate reports 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 (https://www.publicsector.shidirect.com/) 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, 6.a Packet Pg. 127 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 74 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. 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 https://www.publicsector.shidirect.com/, 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. 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. 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 6.a Packet Pg. 128 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 75 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. After log on, the customer can search by using a variety of criteria: Keyword search Browse manufacturers Browse by product category and type 6.a Packet Pg. 129 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 76 Commonwealth Standards 6.a Packet Pg. 130 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 77 6.a Packet Pg. 131 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 78 View Product Details 6.a Packet Pg. 132 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 79 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 SHI Sales Team to obtain an “official” SHI quote. 6.a Packet Pg. 133 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 80 Saved Quote The saved quote remains valid on SHI.COM for thirty days. At any time 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. 6.a Packet Pg. 134 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 81 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. 6.a Packet Pg. 135 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 82 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. 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 6.a Packet Pg. 136 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 83 See the freight and estimated taxes based on the shipping address entered 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. 6.a Packet Pg. 137 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 84 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 requestor (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. 6.a Packet Pg. 138 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 85 The following screen shot shows the order search results. The following demonstrates the tracking details available. 6.a Packet Pg. 139 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 86 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 6.a Packet Pg. 140 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 87 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. 2. Describe additional functionality offered by your website. Provide screen shots, a demo “CD/jump drive,” a demo URL, a manual, etc., or any other format that will aid the City in our evaluation of your website. SHI Response: If the City wishes to view this site please select “Sign in” on the top right hand side of the public site, https://www.publicsector.shidirect.com/ A drop down box will appear. Click “Register” to be directed to the new user registration page seen below. 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. 6.a Packet Pg. 141 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 88 The SHI Ecommerce Specialists are available to provide training to those employees authorized to access contract pricing and information at SHI.com. SHI can schedule trainings based on the customer’s level of access to the site. Upon award of contract, your Account Executive will work with the customers to determine the program and schedule that would work best for them. 3. Describe any national awards and/or other recognition that your website has received. 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 won 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. 4. Describe the hours your website is available? What are your hours of downtime, such as for system maintenance? 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. 5. Does your website offer real time product availability? SHI Response: Yes. Please see the information provides above regarding our website for a complete overview. 6. How does your company leverage your website to inform customers of the additional savings that may be available? 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 6.a Packet Pg. 142 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 89 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. 7. Describe the types of email confirmations that your website generates. What events trigger an email going to the customer? 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. 6.a Packet Pg. 143 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 90 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? SHI Response: Yes self‐registration is available. Customers can go to https://www.publicsector.shidirect.com/ 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. 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 trainings based on the customer’s level of access to the site. Upon award of contract, your Account Executive will work with the customers to determine the program and schedule that would work best for them. 8. Describe if your website 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. 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. 6.a Packet Pg. 144 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 91 9. Describe the types of online reporting that are available. Is customized reporting available? 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 Product Type – summary of total dollars spent in period for shrink‐wrap versus licensing or by UNSPSC. 6.a Packet Pg. 145 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 92 Spend by Organization, Enterprise, Conglomerate – again, each of the above reports can be pulled based on a specific organization, enterprise or conglomerate 10. Describe your online return process (if available). SHI Response: All damaged or DOA product will be taken back with no restocking fees. If it has been longer than 30 days, SHI will make a best faith effort to accommodate the return. SHI’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 being returned. The end user then has to write the RMA number on the outside of the box and ship it back. In some cases, SHI 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 to increase efficiency. 6.a Packet Pg. 146 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 93 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. 11. Describe any third‐party integration that you have successfully implemented. For example, is your website integrated with any third‐party procurement, financial, or purchasing/credit card systems? Is there a cost for these services? 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: 6.a Packet Pg. 147 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 94 Ariba Punch‐out Coupa ePlus Procure+ Hubwoo Oracle OAG and cXML Punchout Perfect Commerce Roundtrip PeopleSoft Direct Connect SAP OCI Roundtrip Sciquest Verian ProcureIT 12. Describe your strategic vision for your website – i.e., 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, too? Etc. 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. 6.a Packet Pg. 148 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 95 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. (http://www.irs.gov/pub/irs‐ pdf/fw9.pdf) SHI Response: Immediately following are 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. 6.a Packet Pg. 149 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 5(48,5('5(63216()2506 9 5HTXLUHG5HVSRQVH)RUPV±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n i c a l S y s t e m U p g r a d e ) 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 | State of Arizona Contact Person: Terri Johnson, Deputy – State Procurement Administrator Phone: 602-542-9122 Address: 100 North 15th Avenue, Suite 402 Phoenix, AZ 85007 Fax: E-Mail Address: terri.johnson@azdoa.gov $ 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: Jason Stanford, Manager, Contracts Phone: 713-563-1021 Address: 7007 Bertner Ave. Houston, TX 77030 Fax: E-Mail Address: jpstanford@mdanderson.org $ 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: Maricopa County Materials Management Contact Person: Brian Walsh, Procurement Officer Phone: 602-506-3243 Address: 320 W. Lincoln St. Phoenix AZ 85003 Fax: E-Mail Address: walshb@mail.maricopa.gov 6.a Packet Pg. 155 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) $ 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. 6.a Packet Pg. 156 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) ATTACHMENT D Requirements for National Cooperative Contract To be Administered by National Intergovernmental Purchasing Alliance Company The following documents are 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 CONTRACT National IPA Exhibit B – NATIONAL IPA ADMINISTRATION AGREEMENT, EXAMPLE National IPA Exhibit C – NATIONAL IPA MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT, EXAMPLE National IPA Exhibit D – NATIONAL IPA PRINCIPAL PROCUREMENT AGENCY CERTIFICATE, EXAMPLE National IPA Exhibit E – NATIONAL IPA CONTRACT SALES REPORTING TEMPLATE National IPA Exhibit F – NATIONAL IPA ADVERTISING COMPLIANCE REQUIREMENT 6.a Packet Pg. 157 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) Requirements for National Cooperative Contract Page 2 of 26 NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT 1.0 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 TECHNOLOGY 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 for 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 of 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 Intergovernmental 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. This Exhibit A defines the expectations for qualifying Suppliers based on National IPA’s requirements to market the 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 RFP. 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 6.a Packet Pg. 158 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXHIBIT A- NATIONAL IPA RESPONSE FOR NATIONAL COOPERATIVE CONTRACT Requirements for National Cooperative Contract Page 3 of 26 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) B. Website development and support C. Trade shows/conferences/meetings D. Advertising E. Social Media F. Sales Team Support The National IPA 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. Communications/customer 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. Training sessions for Supplier teams D. Regular business reviews to monitor program success E. General contract administration Suppliers are required to pay an administrative fee of 1.0 % of the greater of the Contract Sales under the Master Agreement and Guaranteed Contract Sales under this Request for Proposal. Supplier will be required to execute the National IPA Administration Agreement (refer to Exhibit B). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Master Agreement or in the National Intergovernmental Purchasing Alliance Company Administration Agreement between Supplier and National IPA (the "National IPA Administration Agreement") 1.3 Estimated Volume The dollar volume purchased under the Master Agreement is estimated to be approximately $500 million annually. While no minimum volume is guaranteed to 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 Deleted: 3 Commented [PB1]: Typically on national contracts we see contract fees ranging from 0.25% to 1.00%. We understand the need for an administrative fee, but we are concerned that a fee of 3.0% will render this contract less competitive and that therefore it will not be as widely used as other purchasing options available to this customer set. In order to ensure that this contract is as widely adopted and successful as possible, we would recommend an administrative fee of 1.0%. This will allow this vehicle to will be more in line with other national purchasing vehicles, and in turn, we believe, will render a larger dollar fee than the higher percentage would provide, since the contract will be more widely adopted. SHI will agree to the higher administrative fee if that is the route that National IPA decides to take; however we wanted to share our thoughts and experiences around the “sweet spot” for this fee. 6.a Packet Pg. 159 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXHIBIT A- NATIONAL IPA RESPONSE FOR NATIONAL COOPERATIVE CONTRACT Requirements for National Cooperative Contract Page 4 of 26 available to them through National IPA, and volume growth into other Public Agencies through a coordinated marketing approach between Supplier and National IPA. 1.4 Award Basis The basis of any contract award resulting from this RFP 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 IPA 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 offeror. Any supplemental agreement developed as a result of the Master Agreement is exclusively between the Participating Agency and the Supplier (Contract Sales are reported to National IPA). 1.5 Objectives of Cooperative Program This RFP is intended to achieve the following objectives regarding availability through National IPA’s cooperative program: A. Provide a comprehensive 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 Deleted: and/or manufacturer to accept additional and/or modified licensing terms or separate subscription/user access provisions Deleted: Participating Agencies may also contract directly with the offeror’s authorized tier one suppliers pursuant to a request process based on factors as defined by the Participating Agency. These contracts would constitute individual contracts between the Participating Agency and tier one suppliers who have accepted the terms of the Master Agreement under a separate supplemental agreement between the Participating Agency and the tier one supplier. Sales under these contracts are tracked and reported to National IPA by the offeror. 6.a Packet Pg. 160 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXHIBIT A- NATIONAL IPA RESPONSE FOR NATIONAL COOPERATIVE CONTRACT Requirements for National Cooperative Contract Page 5 of 26 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 2.3 Sales Commitment Supplier commits to aggressively market the Master Agreement as its go to market strategy in this defined sector and that its sales force will be trained, engaged and 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 if the Supplier were not awarded the Master Agreement. 3.0 SUPPLIER QUALIFICATIONS Supplier must supply the following information in order for the Principal Procurement Agency to determine Supplier’s qualifications to extend the 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. E. Submit your FEIN 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. Deleted: Pricing Commitment¶ Supplier commits the not-to-exceed pricing provided under the Master Agreement pricing is its lowest available (net to buyer) to Public Agencies nationwide and further commits that if a Participating Public Agency is eligible for lower pricing through a national, state, regional or local or cooperative contract, that the Supplier will match such lower pricing to that Participating Public Agency under the Master Agreement. 6.a Packet Pg. 161 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXHIBIT A- NATIONAL IPA RESPONSE FOR NATIONAL COOPERATIVE CONTRACT Requirements for National Cooperative Contract Page 6 of 26 3.3 Marketing and Sales A. Provide a detailed ninety-day plan beginning from award date 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 of 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 a 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 (case studies, collateral pieces, presentations, promotions, etc.) viii. Dedicated National IPA internet web-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 for National IPA C. Describe how your company will transition any existing Public Agency customers’ accounts to the Master Agreement available nationally through National IPA. Include a list of current cooperative contracts (regional and national) your 6.a Packet Pg. 162 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXHIBIT A- NATIONAL IPA RESPONSE FOR NATIONAL COOPERATIVE CONTRACT Requirements for National Cooperative Contract Page 7 of 26 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. Advantageous government pricing 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 of the 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. J. 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. State the amount of your 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 key 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 of these 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”). Deleted: Best 6.a Packet Pg. 163 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXHIBIT A- NATIONAL IPA RESPONSE FOR NATIONAL COOPERATIVE CONTRACT Requirements for National Cooperative Contract Page 8 of 26 $_______.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. Even 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, Supplier may 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 a solicitation. 6.a Packet Pg. 164 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXHIBIT B- NATIONAL IPA ADMINISTRATION AGREEMENT, EXAMPLE Requirements for National Cooperative Contract Page 9 of 26 NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY ADMINISTRATION AGREEMENT THIS ADMINISTRATION AGREEMENT (this “Agreement”) is made this ___ day of ______ 20___, between National Intergovernmental Purchasing Alliance Company (“National IPA”), and ________________ (“Supplier”). RECITALS 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 Exhibit A and incorporated herein by reference as though fully set forth herein, for the purchase of ___________________________ (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 (either via registration on the National IPA website or execution of a Master Intergovernmental Cooperative Purchasing Agreement, attached hereto as Exhibit B) (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 of the payments to be made hereunder and the mutual covenants contained in this Agreement, National IPA and Supplier hereby agree as follows: DEFINITIONS 1. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Master Agreement. 6.a Packet Pg. 165 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXHIBIT B- NATIONAL IPA ADMINISTRATION AGREEMENT, EXAMPLE Requirements for National Cooperative Contract Page 10 of 26 TERMS AND CONDITIONS 2. The Master Agreement 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 Agreement 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 behalf of 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. With respect to any purchases by Principal Procurement Agency or any Participating Public Agency pursuant to the Master Agreement, National IPA shall not be: (i) construed 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 for 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 for Supplier’s performance under the Master Agreement, and Supplier shall hold National IPA harmless from any liability that may arise from the negligent acts or omissions of Supplier in the course of its performance under the Master Agreement. 7. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NATIONAL IPA EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING NATIONAL IPA’S PERFORMANCE AS A CONTRACT ADMINISTRATOR OF THE MASTER AGREEMENT. 8. NEITHER PARTY SHALL BE LIABLE IN ANY WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF OR DAMAGE TO DATA, LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE OR IMPAIRMENT OF OTHER ASSETS, WHETHER OR NOT FORESEEABLE, EVEN IF A PARTY IS ADVISED OF Deleted: connection with the Deleted: NATIONAL Deleted: IPA Deleted: NOT Deleted: NATIONAL Deleted: IPA 6.a Packet Pg. 166 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXHIBIT B- NATIONAL IPA ADMINISTRATION AGREEMENT, EXAMPLE Requirements for National Cooperative Contract Page 11 of 26 THE POSSIBILITY OF SUCH DAMAGES. 9. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT AND/OR ANY ORDER ISSUED HEREUNDER, SUPPLIER 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 WARRANTY PROVIDED BY AN OEM. TERM OF AGREEMENT; TERMINATION 10. This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that the provisions of Sections 3 – 9 and 14 – 23, hereof and the indemnifications and limitations of liability afforded by the Supplier to National IPA in the Master Agreement, to the extent such provisions survive any expiration or termination of the Master Agreement, shall survive the expiration or termination of this Agreement. 11. Supplier’s failure to maintain its covenants and commitments contained in this Agreement or any action of the Supplier which gives rise to a right by Principal Procurement Agency to terminate the Master Agreement shall constitute a material breach of this Agreement and if not cured within thirty (30) days of written notice to Supplier shall be deemed a cause for termination of this Agreement at National IPA’s sole discretion. Notwithstanding anything contained herein to the contrary, this Agreement shall terminate on the date of the termination or expiration of the Master Agreement. NATIONAL PROMOTION j 12. National IPA and Supplier shall publicize and promote the availability of the Master 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, www.nationalipa.org, 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 lists or quotes as may be necessary for such Public Agencies to evaluate potential purchases. 13. Supplier shall provide such marketing and administrative support as set forth in the 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 Deleted: 8 Deleted: 8 Commented [PB5]: Update Deleted: 9 Deleted: 10 Deleted: 11 6.a Packet Pg. 167 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXHIBIT B- NATIONAL IPA ADMINISTRATION AGREEMENT, EXAMPLE Requirements for National Cooperative Contract Page 12 of 26 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. Each party shall provide the other party with the standard terms of use of such party’s Logo, and such party shall comply with such terms 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 termination of this Agreement, each party shall immediately cease use of the other party’s Logo. ADMINISTRATIVE FEE, REPORTING & PAYMENT 14. An “Administrative Fee” shall be defined and due to National IPA from Supplier in 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 time the parties may mutually agree in writing to a lower Administrative Fee Percentage for a specifically identified Participating Public Agency’s Contract Sales. 15. Supplier shall provide National IPA with an electronic accounting report monthly, in the format prescribed by National IPA, summarizing all Contract Sales for each calendar month. The 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 10th 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) days of 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. 16. Administrative Fee payments are to be paid by Supplier to National IPA at the frequency 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 Exhibit D. Failure to provide a payment of the Administrative Fee within the time and manner specified herein shall constitute a material breach of this Agreement and if not cured within thirty (30) days of 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. All Administrative Fees not paid when due shall bear 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. 17. Supplier shall maintain an accounting of all purchases made by Participating Public 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. National IPA will request to audit Supplier by providing at least thirty (30) days’ notice to Supplier and shall be permitted to conduct such audits once per calendar year. In the event of such an audit, Supplier shall provide all materials reasonably requested relating to such Deleted: 2 Deleted: 3 Deleted: 4 Deleted: 5 6.a Packet Pg. 168 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXHIBIT B- NATIONAL IPA ADMINISTRATION AGREEMENT, EXAMPLE Requirements for National Cooperative Contract Page 13 of 26 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 of any Administrative Fees due and owing, together with interest thereon in accordance with Section 15, and reimbursement of National IPA’s costs and expenses related to such audit. GENERAL PROVISIONS 16. This Agreement, the Master 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, or 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 IPA and Supplier, the provisions of this Agreement shall prevail. 17. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement or to recover any Administrative Fee and accrued interest, the prevailing party shall be entitled to reasonable attorney’s fees and costs in addition to any other relief to which it may be entitled. A. 18. This Agreement and National IPA’s rights and obligations hereunder may be assigned at to an affiliate of National IPA, any purchaser of any or all or substantially all of the assets of National IPA, or the successor entity as a result of a merger, reorganization, consolidation, conversion or change of control, whether by operation of law orotherwise, with Supplier’s written consent, which shall not be unreasonably withheld. Supplier may not assign its obligations hereunder without the prior written consent of National IPA, which shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement to a successor pursuant to a merger, consolidation or sale of all or substantially all its assets. 19. All written communications 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 Attn: President 2555 Meridian Blvd Suite 300 Franklin, TN 37067 B. Supplier 290 Davidson Avenue Somerset, NJ 08873 Deleted: 3 Commented [PB6]: Note: Individual agreements with the Agencies (if any) be necessary bc they desire alternate terms and therefore any conflicting terms stated in those agreements would supersede this Agreement. We need to bring clarity here. The Master states it will control and this Agreement states that it will control. SHI prefer we make the Master control. Deleted: National IPA’s sole discretion Deleted: 6.a Packet Pg. 169 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXHIBIT B- NATIONAL IPA ADMINISTRATION AGREEMENT, EXAMPLE Requirements for National Cooperative Contract Page 14 of 26 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. This Agreement will be construed under and governed by the laws of the State 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 of which 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 and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile, or by .pdf or similar electronic transmission, will be deemed to be their original signatures for any purpose whatsoever. Authorized Signature, Supplier NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY Signature Signature Ward H. Brown Name Name Chief Operating Officer Title Title Date Date 6.a Packet Pg. 170 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXHIBIT C – NATIONAL IPA MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT, EXAMPLE Requirements for National Cooperative Contract Page 15 of 26 MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT This Master Intergovernmental Cooperative Purchasing Agreement (this “Agreement”) is entered into by and between those certain government agencies that execute a Principal Procurement Agency Certificate (“Principal Procurement Agencies”) with National Intergovernmental Purchasing Alliance Company (“National IPA”) to be appended and made a part hereof and such other public agencies (“Participating Public Agencies”) who register to participate in the cooperative purchasing programs administered by National IPA and its affiliates and subsidiaries (collectively, the “National IPA Parties”) by either registering on a National IPA Party website (such as www.nationalipa.org), or by executing a copy of this Agreement. RECITALS WHEREAS, after a competitive solicitation and selection process by Principal Procurement Agencies, a number of suppliers have entered into “Master Agreements” (herein so called) to provide a variety of goods, products and services (“Products”) to the applicable Principal Procurement Agency and the Participating Public Agencies; WHEREAS, Master Agreements are made available by Principal Procurement Agencies through the National IPA Parties and provide that Participating Public Agencies may purchase Products on the same terms, conditions and pricing as the Principal Procurement Agency, subject to any applicable federal and/or local purchasing ordinances and the laws of the State of purchase; and WHEREAS, in addition to Master Agreements, the National IPA Parties may from 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: 1. 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 not limited to any and all obligations to fully and accurately report discounts and incentives. 3. The Participating Public Agency represents and warrants that the Participating Public Agency is not a hospital and is not purchasing Products on behalf of a hospital. 6.a Packet Pg. 171 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXHIBIT C- NATIONAL IPA MASTER INTERGOVERNMENTAL COPERATIVE PURCHASING AGREEMENT, EXAMPLE Requirements for National Cooperative Contract Page 16 of 26 4. The cooperative use of Master Agreements shall be in accordance with the terms and conditions of the Master Agreements, except as modification of those terms and conditions is otherwise required by applicable federal, state 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 IPA 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 other GPO shall be at the Participating Public Agency’s sole discretion. 7. The Participating Public Agencies (each a “Procuring Party”) that procure Products through any Master Agreement or GPO Product supply agreement (each a “GPO Contract”) will make timely payments to the reseller ( “Supplier”) for Products received in accordance with the terms and conditions of the Master Agreement or GPO Contract, as applicable. Payment for 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. 8. 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 omissions of the Procuring Party. 10. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE NATIONAL IPA PARTIES EXPRESSLY DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING ANY PRODUCT, MASTER AGREEMENT AND GPO CONTRACT. NONE OF THE PARTIES SHALL BE LIABLE IN ANY WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF THE PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE PROCURING PARTY ACKNOWLEDGES AND AGREES THAT THE NATIONAL IPA PARTIES SHALL HAVE NO LIABILITY FOR ANY ACT OR OMISSION BY A SUPPLIER OR OTHER PARTY UNDER A MASTER AGREEMENT OR GPO CONTRACT. Deleted: distributor, manufacturer or other vendor Deleted: collectively, Deleted: THE NATIONAL IPA Deleted: NOT Deleted: NATIONAL IPA 6.a Packet Pg. 172 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXHIBIT C- NATIONAL IPA MASTER INTERGOVERNMENTAL COPERATIVE PURCHASING AGREEMENT, EXAMPLE Requirements for National Cooperative Contract Page 17 of 26 11. 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 hereof shall survive any such termination. 12. This Agreement shall take effect upon (i) execution of the Principal Procurement Agency Certificate, or (ii) the registration on a National IPA Party website or the execution of this Agreement by a Participating Public Agency, as applicable. 6.a Packet Pg. 173 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXHIBIT D – NATIONAL IPA PRINCIPAL PROCUREMENT AGENCY CERTIFICATE, EXAMPLE Requirements for National Cooperative Contract Page 18 of 26 PRINCIPAL PROCUREMENT AGENCY CERTIFICATE In its capacity as a Principal Procurement Agency (as defined below) for National Intergovernmental Purchasing Alliance Company (“National IPA”), [NAME OF 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 OF PPA] (“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 and purchase of Products that from time to time are made available by Principal Procurement Agencies to Participating Public Agencies nationwide through National IPA. I understand that the purchase of one or more Products under the provisions of the Master Intergovernmental Cooperative Purchasing Agreement is at the sole and complete discretion of the Participating Public Agency. Authorized Signature, [PRINCIPAL PROCUREMENT AGENCY] Signature Name Title Date 6.a Packet Pg. 174 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXHIBIT E – NATIONAL IPA CONTRACT SALES REPORTING TEMPLATE Requirements for National Cooperative Contract Page 19 of 26 Supplier Name: Contract Sales Report Month: Contract ID: Participating Agency Name Address City State Zip Code Participating Agency # {Assigned by National IPA and provided to Supplier} Transaction Date (Date of Sale) Contract Sales for Month ($) Admin Fee % Admin Fee $ Report Totals Cumulative Contract Sales NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXHIBIT C - NATIONAL IPA CONTRACT SALES REPORTING TEMPLATE (to be submitted electronically in Microsoft Excel format) National IPA Contract Sales Monthly Report 6.a Packet Pg. 175 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) Requirements for National Cooperative Contract Page 20 of 26 NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXHIBIT F- NATIONAL IPA ADVERTISING COMPLIANCE REQUIREMENT Pursuant to certain state notice provisions, including but not limited to Oregon Revised Statutes Chapter 279A.220, the following public agencies and political subdivisions of the referenced public agencies are eligible to register with National IPA and access the Master Agreement contract award made pursuant to this solicitation, and are hereby given notice of the foregoing request for proposals for purposes of complying with the procedural requirements of said statutes: Nationwide: State of Alabama* State of Hawaii State of Massachusetts State of New Mexico State of South Dakota State of Alaska State of Idaho State of Michigan State of New York State of Tennessee State of Arizona State of Illinois State of Minnesota State of North Carolina State of Texas State of Arkansas State of Indiana State of Mississippi State of North Dakota State of Utah State of California State of Iowa State of Missouri State of Ohio State of Vermont State of Colorado State of Kansas State of Montana State of Oklahoma* State of Virginia State of Connecticut State of Kentucky State of Nebraska State of Oregon State of Washington State of Delaware State of Louisiana State of Nevada State of Pennsylvania State of West Virginia State of Florida State of Maine State of New Hampshire State of Rhode Island State of Wisconsin State of Georgia State of Maryland State of New Jersey State of South Carolina State of Wyoming District of Columbia Lists of political subdivisions and local governments in the above referenced states / districts may be found at http://www.usa.gov/Agencies/State_and_Territories.shtml and https://www.usa.gov/local-governments. *Some public agencies and political subdivisions of these states may be restricted by state statutes that limit competition among cooperative purchasing organizations by only allowing use of purchasing cooperatives sponsored by certain National Associations. Certain Public Agencies and Political Subdivisions: CITIES, TOWNS, VILLAGES AND BOROUGHS INCLUDING BUT NOT LIMITED TO: BAKER CITY GOLF COURSE, OR CITY OF ADAIR VILLAGE, OR CITY OF ASHLAND, OR CITY OF AUMSVILLE, OR CITY OF AURORA, OR CITY OF BAKER, OR CITY OF BATON ROUGE, LA CITY OF BEAVERTON, OR CITY OF BEND, OR CITY OF BOARDMAN, OR CITY OF BONANAZA, OR CITY OF BOSSIER CITY, LA CITY OF BROOKINGS, OR CITY OF BURNS, OR CITY OF CANBY, OR CITY OF CANYONVILLE, OR CITY OF CLATSKANIE, OR CITY OF COBURG, OR CITY OF CONDON, OR CITY OF COQUILLE, OR CITY OF CORVALLI, OR CITY OF CORVALLIS PARKS AND RECREATION DEPARTMENT, OR CITY OF COTTAGE GROVE, OR CITY OF DONALD, OR CITY OF EUGENE, OR CITY OF FOREST GROVE, OR CITY OF GOLD HILL, OR CITY OF GRANTS PASS, OR CITY OF GRESHAM, OR CITY OF HILLSBORO, OR CITY OF INDEPENDENCE, OR CITY AND COUNTY OF HONOLULU, HI CITY OF KENNER, LA CITY OF LA GRANDE, OR CITY OF LAFAYETTE, LA CITY OF LAKE CHARLES, OR CITY OF LEBANON, OR CITY OF MCMINNVILLE, OR CITY OF MEDFORD, OR CITY OF METAIRIE, LA CITY OF MILL CITY, OR CITY OF MILWAUKIE, OR CITY OF MONROE, LA CITY OF MOSIER, OR CITY OF NEW ORLEANS, LA CITY OF NORTH PLAINS, OR CITY OF OREGON CITY, OR CITY OF PILOT ROCK, OR CITY OF PORTLAND, OR CITY OF POWERS, OR CITY OF PRINEVILLE, OR CITY OF REDMOND, OR CITY OF REEDSPORT, OR CITY OF RIDDLE, OR CITY OF ROGUE RIVER, OR CITY OF ROSEBURG, OR CITY OF SALEM, OR CITY OF SANDY, OR CITY OF SCAPPOOSE, OR CITY OF SHADY COVE, OR CITY OF SHERWOOD, OR CITY OF SHREVEPORT, LA CITY OF SILVERTON, OR 6.a Packet Pg. 176 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) Requirements for National Cooperative Contract Page 21 of 26 CITY OF SPRINGFIELD, OR CITY OF ST. HELENS, OR CITY OF ST. PAUL, OR CITY OF SULPHUR, LA CITY OF TIGARD, OR CITY OF TROUTDALE, OR CITY OF TUALATIN, OR CITY OF WALKER, LA CITY OF WARRENTON, OR CITY OF WEST LINN, OR CITY OF WILSONVILLE, OR CITY OF WINSTON, OR CITY OF WOODBURN, OR LEAGUE OF OREGON CITES THE CITY OF HAPPY VALLEY OREGON ALPINE, UT ALTA, UT ALTAMONT, UT ALTON, UT AMALGA, UT AMERICAN FORK CITY, UT ANNABELLA, UT ANTIMONY, UT APPLE VALLEY, UT AURORA, UT BALLARD, UT BEAR RIVER CITY, UT BEAVER, UT BICKNELL, UT BIG WATER, UT BLANDING, UT BLUFFDALE, UT BOULDER, UT CITY OF BOUNTIFUL, UT BRIAN HEAD, UT BRIGHAM CITY CORPORATION, UT BRYCE CANYON CITY, UT CANNONVILLE, UT CASTLE DALE, UT CASTLE VALLEY, UT CITY OF CEDAR CITY, UT CEDAR FORT, UT CITY OF CEDAR HILLS, UT CENTERFIELD, UT CENTERVILLE CITY CORPORATION, UT CENTRAL VALLEY, UT CHARLESTON, UT CIRCLEVILLE, UT CLARKSTON, UT CLAWSON, UT CLEARFIELD, UT CLEVELAND, UT CLINTON CITY CORPORATION, UT COALVILLE, UT CORINNE, UT CORNISH, UT COTTONWOOD HEIGHTS, UT DANIEL, UT DELTA, UT DEWEYVILLE, UT DRAPER CITY, UT DUCHESNE, UT EAGLE MOUNTAIN, UT EAST CARBON, UT ELK RIDGE, UT ELMO, UT ELSINORE, UT ELWOOD, UT EMERY, UT ENOCH, UT ENTERPRISE, UT EPHRAIM, UT ESCALANTE, UT EUREKA, UT FAIRFIELD, UT FAIRVIEW, UT FARMINGTON, UT FARR WEST, UT FAYETTE, UT FERRON, UT FIELDING, UT FILLMORE, UT FOUNTAIN GREEN, UT FRANCIS, UT FRUIT HEIGHTS, UT GARDEN CITY, UT GARLAND, UT GENOLA, UT GLENDALE, UT GLENWOOD, UT GOSHEN, UT GRANTSVILLE, UT GREEN RIVER, UT GUNNISON, UT HANKSVILLE, UT HARRISVILLE, UT HATCH, UT HEBER CITY CORPORATION, UT HELPER, UT HENEFER, UT HENRIEVILLE, UT HERRIMAN, UT HIDEOUT, UT HIGHLAND, UT HILDALE, UT HINCKLEY, UT HOLDEN, UT HOLLADAY, UT HONEYVILLE, UT HOOPER, UT HOWELL, UT HUNTINGTON, UT HUNTSVILLE, UT CITY OF HURRICANE, UT HYDE PARK, UT HYRUM, UT INDEPENDENCE, UT IVINS, UT JOSEPH, UT JUNCTION, UT KAMAS, UT KANAB, UT KANARRAVILLE, UT KANOSH, UT KAYSVILLE, UT KINGSTON, UT KOOSHAREM, UT LAKETOWN, UT LA VERKIN, UT LAYTON, UT 6.a Packet Pg. 177 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) Requirements for National Cooperative Contract Page 22 of 26 LEAMINGTON, UT LEEDS, UT LEHI CITY CORPORATION, UT LEVAN, UT LEWISTON, UT LINDON, UT LOA, UT LOGAN CITY, UT LYMAN, UT LYNNDYL, UT MANILA, UT MANTI, UT MANTUA, UT MAPLETON, UT MARRIOTT-SLATERVILLE, UT MARYSVALE, UT MAYFIELD, UT MEADOW, UT MENDON, UT MIDVALE CITY INC., UT MIDWAY, UT MILFORD, UT MILLVILLE, UT MINERSVILLE, UT MOAB, UT MONA, UT MONROE, UT CITY OF MONTICELLO, UT MORGAN, UT MORONI, UT MOUNT PLEASANT, UT MURRAY CITY CORPORATION, UT MYTON, UT NAPLES, UT NEPHI, UT NEW HARMONY, UT NEWTON, UT NIBLEY, UT NORTH LOGAN, UT NORTH OGDEN, UT NORTH SALT LAKE CITY, UT OAK CITY, UT OAKLEY, UT OGDEN CITY CORPORATION, UT OPHIR, UT ORANGEVILLE, UT ORDERVILLE, UT OREM, UT PANGUITCH, UT PARADISE, UT PARAGONAH, UT PARK CITY, UT PAROWAN, UT PAYSON, UT PERRY, UT PLAIN CITY, UT PLEASANT GROVE CITY, UT PLEASANT VIEW, UT PLYMOUTH, UT PORTAGE, UT PRICE, UT PROVIDENCE, UT PROVO, UT RANDOLPH, UT REDMOND, UT RICHFIELD, UT RICHMOND, UT RIVERDALE, UT RIVER HEIGHTS, UT RIVERTON CITY, UT ROCKVILLE, UT ROCKY RIDGE, UT ROOSEVELT CITY CORPORATION, UT ROY, UT RUSH VALLEY, UT CITY OF ST. GEORGE, UT SALEM, UT SALINA, UT SALT LAKE CITY CORPORATION, UT SANDY, UT SANTA CLARA, UT SANTAQUIN, UT SARATOGA SPRINGS, UT SCIPIO, UT SCOFIELD, UT SIGURD, UT SMITHFIELD, UT SNOWVILLE, UT CITY OF SOUTH JORDAN, UT SOUTH OGDEN, UT CITY OF SOUTH SALT LAKE, UT SOUTH WEBER, UT SPANISH FORK, UT SPRING CITY, UT SPRINGDALE, UT SPRINGVILLE, UT STERLING, UT STOCKTON, UT SUNNYSIDE, UT SUNSET CITY CORP, UT SYRACUSE, UT TABIONA, UT CITY OF TAYLORSVILLE, UT TOOELE CITY CORPORATION, UT TOQUERVILLE, UT TORREY, UT TREMONTON CITY, UT TRENTON, UT TROPIC, UT UINTAH, UT VERNAL CITY, UT VERNON, UT VINEYARD, UT VIRGIN, UT WALES, UT WALLSBURG, UT WASHINGTON CITY, UT WASHINGTON TERRACE, UT WELLINGTON, UT WELLSVILLE, UT WENDOVER, UT WEST BOUNTIFUL, UT WEST HAVEN, UT WEST JORDAN, UT WEST POINT, UT WEST VALLEY CITY, UT WILLARD, UT WOODLAND HILLS, UT WOODRUFF, UT WOODS CROSS, UT 6.a Packet Pg. 178 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) Requirements for National Cooperative Contract Page 23 of 26 COUNTIES AND PARISHES INCLUDING BUT NOT LIMITED TO: ASCENSION PARISH, LA ASCENSION PARISH, LA, CLEAR OF COURT CADDO PARISH, LA CALCASIEU PARISH, LA CALCASIEU PARISH SHERIFF’S OFFICE, LA CITY AND COUNTY OF HONOLULU, HI CLACKAMAS COUNTY, OR CLACKAMAS COUNTY DEPT OF TRANSPORTATION, OR CLATSOP COUNTY, OR COLUMBIA COUNTY, OR COOS COUNTY, OR COOS COUNTY HIGHWAY DEPARTMENT, OR COUNTY OF HAWAII, OR CROOK COUNTY, OR CROOK COUNTY ROAD DEPARTMENT, OR CURRY COUNTY, OR DESCHUTES COUNTY, OR DOUGLAS COUNTY, OR EAST BATON ROUGE PARISH, LA GILLIAM COUNTY, OR GRANT COUNTY, OR HARNEY COUNTY, OR HARNEY COUNTY SHERIFFS OFFICE, OR HAWAII COUNTY, HI HOOD RIVER COUNTY, OR JACKSON COUNTY, OR JEFFERSON COUNTY, OR JEFFERSON PARISH, LA JOSEPHINE COUNTY GOVERNMENT, OR LAFAYETTE CONSOLIDATED GOVERNMENT, LA LAFAYETTE PARISH, LA LAFAYETTE PARISH CONVENTION & VISITORS COMMISSION LAFOURCHE PARISH, LA KAUAI COUNTY, HI KLAMATH COUNTY, OR LAKE COUNTY, OR LANE COUNTY, OR LINCOLN COUNTY, OR LINN COUNTY, OR LIVINGSTON PARISH, LA MALHEUR COUNTY, OR MAUI COUNTY, HI MARION COUNTY, SALEM, OR MORROW COUNTY, OR MULTNOMAH COUNTY, OR MULTNOMAH COUNTY BUSINESS AND COMMUNITY SERVICES, OR MULTNOMAH COUNTY SHERIFFS OFFICE, OR MULTNOMAH LAW LIBRARY, OR ORLEANS PARISH, LA PLAQUEMINES PARISH, LA POLK COUNTY, OR RAPIDES PARISH, LA SAINT CHARLES PARISH, LA SAINT CHARLES PARISH PUBLIC SCHOOLS, LA SAINT LANDRY PARISH, LA SAINT TAMMANY PARISH, LA SHERMAN COUNTY, OR TERREBONNE PARISH, LA TILLAMOOK COUNTY, OR TILLAMOOK COUNTY SHERIFF'S OFFICE, OR TILLAMOOK COUNTY GENERAL HOSPITAL, OR UMATILLA COUNTY, OR UNION COUNTY, OR WALLOWA COUNTY, OR WASCO COUNTY, OR WASHINGTON COUNTY, OR WEST BATON ROUGE PARISH, LA WHEELER COUNTY, OR YAMHILL COUNTY, OR COUNTY OF BOX ELDER, UT COUNTY OF CACHE, UT COUNTY OF RICH, UT COUNTY OF WEBER, UT COUNTY OF MORGAN, UT COUNTY OF DAVIS, UT COUNTY OF SUMMIT, UT COUNTY OF DAGGETT, UT COUNTY OF SALT LAKE, UT COUNTY OF TOOELE, UT COUNTY OF UTAH, UT COUNTY OF WASATCH, UT COUNTY OF DUCHESNE, UT COUNTY OF UINTAH, UT COUNTY OF CARBON, UT COUNTY OF SANPETE, UT COUNTY OF JUAB, UT COUNTY OF MILLARD, UT COUNTY OF SEVIER, UT COUNTY OF EMERY, UT COUNTY OF GRAND, UT COUNTY OF BEVER, UT COUNTY OF PIUTE, UT COUNTY OF WAYNE, UT COUNTY OF SAN JUAN, UT COUNTY OF GARFIELD, UT COUNTY OF KANE, UT COUNTY OF IRON, UT COUNTY OF WASHINGTON, UT OTHER AGENCIES INCLUDING ASSOCIATIONS, BOARDS, DISTRICTS, COMMISSIONS, COUNCILS, PUBLIC CORPORATIONS, PUBLIC DEVELOPMENT AUTHORITIES, RESERVATIONS AND UTILITIES INCLUDING BUT NOT LIMITED TO: BANKS FIRE DISTRICT, OR BATON ROUGE WATER COMPANY BEND METRO PARK AND RECREATION DISTRICT BIENVILLE PARISH FIRE PROTECTION DISTRICT 6, LA BOARDMAN PARK AND RECREATION DISTRICT CENTRAL CITY ECONOMIC OPPORTUNITY CORP, LA CENTRAL OREGON INTERGOVERNMENTAL COUNCIL CITY OF BOGALUSA SCHOOL BOARD, LA CLACKAMAS RIVER WATER CLATSKANIE PEOPLE'S UTILITY DISTRICT CLEAN WATER SERVICES CONFEDERATED TRIBES OF THE UMATILLA INDIAN RESERVATION COOS FOREST PROTECTIVE ASSOCIATION CHEHALEM PARK AND RECREATION DISTRICT DAVID CROCKETT STEAM FIRE COMPANY #1, LA EUGENE WATER AND ELECTRIC BOARD HONOLULU INTERNATIONAL AIRPORT 6.a Packet Pg. 179 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) Requirements for National Cooperative Contract Page 24 of 26 HOODLAND FIRE DISTRICT #74 HOUSING AUTHORITY OF PORTLAND ILLINOIS VALLEY FIRE DISTRICT LAFAYETTE AIRPORT COMMISSION, LA LAFOURCHE PARISH HEALTH UNIT – DHH-OPH REGION 3 LOUISIANA PUBLIC SERVICE COMMISSION, LA LOUISIANA WATER WORKS MEDFORD WATER COMMISSION MELHEUR COUNTY JAIL, OR METRO REGIONAL GOVERNMENT METRO REGIONAL PARKS METROPOLITAN EXPOSITION RECREATION COMMISSION METROPOLITAN SERVICE DISTRICT (METRO) MULTNOMAH EDUCATION SERVICE DISTRICT NEW ORLEANS REDEVELOPMENT AUTHORITY, LA NORTHEAST OREGON HOUSING AUTHORITY, OR PORT OF BRANDON, OR PORT OF MORGAN CITY, LA PORTLAND DEVELOPMENT COMMISSION, OR PORTLAND FIRE AND RESCUE PORTLAND HOUSING CENTER, OR OREGON COAST COMMUNITY ACTION OREGON HOUSING AND COMMUNITY SERVICES OREGON LEGISLATIVE ADMINISTRATION ROGUE VALLEY SEWER, OR SAINT LANDRY PARISH TOURIST COMMISSION SAINT MARY PARISH REC DISTRICT 2 SAINT MARY PARISH REC DISTRICT 3 SAINT TAMMANY FIRE DISTRICT 4, LA SALEM MASS TRANSIT DISTRICT SEWERAGE AND WATER BOARD OF NEW ORLEANS, LA SOUTH LAFOURCHE LEVEE DISTRICT, LA TRI-COUNTY METROPOLITAN TRANSPORTATION DISTRICT OF OREGON TUALATIN HILLS PARK & RECREATION DISTRICT TUALATIN VALLEY FIRE & RESCUE TUALATIN VALLEY WATER DISTRICT WILLAMALANE PARK AND RECREATION DISTRICT WILLAMETTE HUMANE SOCIETY K-12 INCLUDING BUT NOT LIMITED TO: ACADIA PARISH SCHOOL BOARD BEAVERTON SCHOOL DISTRICT BEND-LA PINE SCHOOL DISTRICT BOGALUSA HIGH SCHOOL, LA BOSSIER PARISH SCHOOL BOARD BROOKING HARBOR SCHOOL DISTRICT CADDO PARISH SCHOOL DISTRICT CALCASIEU PARISH SCHOOL DISTRICT CANBY SCHOOL DISTRICT CANYONVILLE CHRISTIAN ACADEMY CASCADE SCHOOL DISTRICT CASCADES ACADEMY OF CENTRAL OREGON CENTENNIAL SCHOOL DISTRICT CENTRAL CATHOLIC HIGH SCHOOL CENTRAL POINT SCHOOL DISTRICT NO.6 CENTRAL SCHOOL DISTRICT 13J COOS BAY SCHOOL DISTRICT NO.9 CORVALLIS SCHOOL DISTRICT 509J COUNTY OF YAMHILL SCHOOL DISTRICT 29 CULVER SCHOOL DISTRICT DALLAS SCHOOL DISTRICT NO.2 DAVID DOUGLAS SCHOOL DISTRICT DAYTON SCHOOL DISTRICT NO.8 DE LA SALLE N CATHOLIC HS DESCHUTES COUNTY SCHOOL DISTRICT NO.6 DOUGLAS EDUCATIONAL DISTRICT SERVICE DUFUR SCHOOL DISTRICT NO.29 EAST BATON ROUGE PARISH SCHOOL DISTRICT ESTACADA SCHOOL DISTRICT NO.10B FOREST GROVE SCHOOL DISTRICT GEORGE MIDDLE SCHOOL GLADSTONE SCHOOL DISTRICT GRANTS PASS SCHOOL DISTRICT 7 GREATER ALBANY PUBLIC SCHOOL DISTRICT GRESHAM BARLOW JOINT SCHOOL DISTRICT HEAD START OF LANE COUNTY HIGH DESERT EDUCATION SERVICE DISTRICT HILLSBORO SCHOOL DISTRICT HOOD RIVER COUNTY SCHOOL DISTRICT JACKSON CO SCHOOL DIST NO.9 JEFFERSON COUNTY SCHOOL DISTRICT 509-J JEFFERSON PARISH SCHOOL DISTRICT JEFFERSON SCHOOL DISTRICT JUNCTION CITY SCHOOLS, OR KLAMATH COUNTY SCHOOL DISTRICT KLAMATH FALLS CITY SCHOOLS LAFAYETTE PARISH SCHOOL DISTRICT LAKE OSWEGO SCHOOL DISTRICT 7J LANE COUNTY SCHOOL DISTRICT 4J LINCOLN COUNTY SCHOOL DISTRICT LINN CO. SCHOOL DIST. 95C LIVINGSTON PARISH SCHOOL DISTRICT LOST RIVER JR/SR HIGH SCHOOL LOWELL SCHOOL DISTRICT NO.71 MARION COUNTY SCHOOL DISTRICT MARION COUNTY SCHOOL DISTRICT 103 MARIST HIGH SCHOOL, OR MCMINNVILLE SCHOOL DISTRICT NOAO MEDFORD SCHOOL DISTRICT 549C MITCH CHARTER SCHOOL MONROE SCHOOL DISTRICT NO.1J MORROW COUNTY SCHOOL DIST, OR MULTNOMAH EDUCATION SERVICE DISTRICT MULTISENSORY LEARNING ACADEMY MYRTLE PINT SCHOOL DISTRICT 41 NEAH-KAH-NIE DISTRICT NO.56 NEWBERG PUBLIC SCHOOLS NESTUCCA VALLEY SCHOOL DISTRICT NO.101 NOBEL LEARNING COMMUNITIES NORTH BEND SCHOOL DISTRICT 13 NORTH CLACKAMAS SCHOOL DISTRICT NORTH DOUGLAS SCHOOL DISTRICT NORTH WASCO CITY SCHOOL DISTRICT 21 NORTHWEST REGIONAL EDUCATION SERVICE DISTRICT ONTARIO MIDDLE SCHOOL OREGON TRAIL SCHOOL DISTRICT NOA6 ORLEANS PARISH SCHOOL DISTRICT PHOENIX-TALENT SCHOOL DISTRICT NOA PLEASANT HILL SCHOOL DISTRICT PORTLAND JEWISH ACADEMY PORTLAND PUBLIC SCHOOLS RAPIDES PARISH SCHOOL DISTRICT REDMOND SCHOOL DISTRICT REYNOLDS SCHOOL DISTRICT 6.a Packet Pg. 180 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) Requirements for National Cooperative Contract Page 25 of 26 ROGUE RIVER SCHOOL DISTRICT ROSEBURG PUBLIC SCHOOLS SCAPPOOSE SCHOOL DISTRICT 1J SAINT TAMMANY PARISH SCHOOL BOARD, LA SEASIDE SCHOOL DISTRICT 10 SHERWOOD SCHOOL DISTRICT 88J SILVER FALLS SCHOOL DISTRICT 4J SOUTH LANE SCHOOL DISTRICT 45J3 SOUTHERN OREGON EDUCATION SERVICE DISTRICT SPRINGFIELD PUBLIC SCHOOLS SUTHERLIN SCHOOL DISTRICT SWEET HOME SCHOOL DISTRICT NO.55 TERREBONNE PARISH SCHOOL DISTRICT THE CATLIN GABEL SCHOOL TIGARD-TUALATIN SCHOOL DISTRICT UMATILLA MORROW ESD WEST LINN WILSONVILLE SCHOOL DISTRICT WILLAMETTE EDUCATION SERVICE DISTRICT WOODBURN SCHOOL DISTRICT YONCALLA SCHOOL DISTRICT ACADEMY FOR MATH ENGINEERING & SCIENCE (AMES) , UT ALIANZA ACADEMY , UT ALPINE DISTRICT , UT AMERICAN LEADERSHIP ACADEMY , UT AMERICAN PREPARATORY ACADEMY , UT BAER CANYON HIGH SCHOOL FOR SPORTS & MEDICAL SCIENCES , UT BEAR RIVER CHARTER SCHOOL , UT BEAVER SCHOOL DISTRICT , UT BEEHIVE SCIENCE & TECHNOLOGY ACADEMY (BSTA) , UT BOX ELDER SCHOOL DISTRICT , UT CBA CENTER , UT CACHE SCHOOL DISTRICT , UT CANYON RIM ACADEMY , UT CANYONS DISTRICT , UT CARBON SCHOOL DISTRICT , UT CHANNING HALL , UT CHARTER SCHOOL LEWIS ACADEMY , UT CITY ACADEMY , UT DAGGETT SCHOOL DISTRICT , UT DAVINCI ACADEMY , UT DAVIS DISTRICT , UT DUAL IMMERSION ACADEMY , UT DUCHESNE SCHOOL DISTRICT , UT EARLY LIGHT ACADEMY AT DAYBREAK , UT EAST HOLLYWOOD HIGH , UT EDITH BOWEN LABORATORY SCHOOL , UT EMERSON ALCOTT ACADEMY , UT EMERY SCHOOL DISTRICT , UT ENTHEOS ACADEMY , UT EXCELSIOR ACADEMY , UT FAST FORWARD HIGH , UT FREEDOM ACADEMY , UT GARFIELD SCHOOL DISTRICT , UT GATEWAY PREPARATORY ACADEMY , UT GEORGE WASHINGTON ACADEMY , UT GOOD FOUNDATION ACADEMY , UT GRAND SCHOOL DISTRICT , UT GRANITE DISTRICT , UT GUADALUPE SCHOOL , UT HAWTHORN ACADEMY , UT INTECH COLLEGIATE HIGH SCHOOL , UT IRON SCHOOL DISTRICT , UT ITINERIS EARLY COLLEGE HIGH , UT JOHN HANCOCK CHARTER SCHOOL , UT JORDAN DISTRICT , UT JUAB SCHOOL DISTRICT , UT KANE SCHOOL DISTRICT , UT KARL G MAESER PREPARATORY ACADEMY , UT LAKEVIEW ACADEMY , UT LEGACY PREPARATORY ACADEMY , UT LIBERTY ACADEMY , UT LINCOLN ACADEMY , UT LOGAN SCHOOL DISTRICT , UT MARIA MONTESSORI ACADEMY , UT MERIT COLLEGE PREPARATORY ACADEMY , UT MILLARD SCHOOL DISTRICT , UT MOAB CHARTER SCHOOL , UT MONTICELLO ACADEMY , UT MORGAN SCHOOL DISTRICT , UT MOUNTAINVILLE ACADEMY , UT MURRAY SCHOOL DISTRICT , UT NAVIGATOR POINTE ACADEMY , UT NEBO SCHOOL DISTRICT , UT NO UT ACAD FOR MATH ENGINEERING & SCIENCE (NUAMES) , UT NOAH WEBSTER ACADEMY , UT NORTH DAVIS PREPARATORY ACADEMY , UT NORTH SANPETE SCHOOL DISTRICT , UT NORTH STAR ACADEMY , UT NORTH SUMMIT SCHOOL DISTRICT , UT ODYSSEY CHARTER SCHOOL , UT OGDEN PREPARATORY ACADEMY , UT OGDEN SCHOOL DISTRICT , UT OPEN CLASSROOM , UT OPEN HIGH SCHOOL OF UTAH , UT OQUIRRH MOUNTAIN CHARTER SCHOOL , UT PARADIGM HIGH SCHOOL , UT PARK CITY SCHOOL DISTRICT , UT PINNACLE CANYON ACADEMY , UT PIUTE SCHOOL DISTRICT , UT PROVIDENCE HALL , UT PROVO SCHOOL DISTRICT , UT QUAIL RUN PRIMARY SCHOOL , UT QUEST ACADEMY , UT RANCHES ACADEMY , UT REAGAN ACADEMY , UT RENAISSANCE ACADEMY , UT RICH SCHOOL DISTRICT , UT ROCKWELL CHARTER HIGH SCHOOL , UT SALT LAKE ARTS ACADEMY , UT SALT LAKE CENTER FOR SCIENCE EDUCATION, UT SALT LAKE SCHOOL DISTRICT , UT SALT LAKE SCHOOL FOR THE PERFORMING ARTS, UT SAN JUAN SCHOOL DISTRICT , UT SEVIER SCHOOL DISTRICT , UT SOLDIER HOLLOW CHARTER SCHOOL , UT SOUTH SANPETE SCHOOL DISTRICT , UT SOUTH SUMMIT SCHOOL DISTRICT , UT SPECTRUM ACADEMY , UT SUCCESS ACADEMY , UT SUCCESS SCHOOL , UT SUMMIT ACADEMY , UT SUMMIT ACADEMY HIGH SCHOOL , UT SYRACUSE ARTS ACADEMY , UT THOMAS EDISON - NORTH , UT 6.a Packet Pg. 181 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) Requirements for National Cooperative Contract Page 26 of 26 TIMPANOGOS ACADEMY , UT TINTIC SCHOOL DISTRICT , UT TOOELE SCHOOL DISTRICT , UT TUACAHN HIGH SCHOOL FOR THE PERFORMING ARTS , UT UINTAH RIVER HIGH , UT UINTAH SCHOOL DISTRICT , UT UTAH CONNECTIONS ACADEMY , UT UTAH COUNTY ACADEMY OF SCIENCE , UT UTAH ELECTRONIC HIGH SCHOOL , UT UTAH SCHOOLS FOR DEAF & BLIND , UT UTAH STATE OFFICE OF EDUCATION , UT UTAH VIRTUAL ACADEMY , UT VENTURE ACADEMY , UT VISTA AT ENTRADA SCHOOL OF PERFORMING ARTS AND TECHNOLOGY , UT WALDEN SCHOOL OF LIBERAL ARTS , UT WASATCH PEAK ACADEMY , UT WASATCH SCHOOL DISTRICT , UT WASHINGTON SCHOOL DISTRICT , UT WAYNE SCHOOL DISTRICT , UT WEBER SCHOOL DISTRICT , UT WEILENMANN SCHOOL OF DISCOVERY , UT HIGHER EDUCATION ARGOSY UNIVERSITY BATON ROUGE COMMUNITY COLLEGE, LA BIRTHINGWAY COLLEGE OF MIDWIFERY BLUE MOUNTAIN COMMUNITY COLLEGE BRIGHAM YOUNG UNIVERSITY - HAWAII CENTRAL OREGON COMMUNITY COLLEGE CENTENARY COLLEGE OF LOUISIANA CHEMEKETA COMMUNITY COLLEGE CLACKAMAS COMMUNITY COLLEGE COLLEGE OF THE MARSHALL ISLANDS COLUMBIA GORGE COMMUNITY COLLEGE CONCORDIA UNIVERSITY GEORGE FOX UNIVERSITY KLAMATH COMMUNITY COLLEGE DISTRICT LANE COMMUNITY COLLEGE LEWIS AND CLARK COLLEGE LINFIELD COLLEGE LINN-BENTON COMMUNITY COLLEGE LOUISIANA COLLEGE, LA LOUISIANA STATE UNIVERSITY LOUISIANA STATE UNIVERSITY HEALTH SERVICES MARYLHURST UNIVERSITY MT. HOOD COMMUNITY COLLEGE MULTNOMAH BIBLE COLLEGE NATIONAL COLLEGE OF NATURAL MEDICINE NORTHWEST CHRISTIAN COLLEGE OREGON HEALTH AND SCIENCE UNIVERSITY OREGON INSTITUTE OF TECHNOLOGY OREGON STATE UNIVERSITY OREGON UNIVERSITY SYSTEM PACIFIC UNIVERSITY PIONEER PACIFIC COLLEGE PORTLAND COMMUNITY COLLEGE PORTLAND STATE UNIVERSITY REED COLLEGE RESEARCH CORPORATION OF THE UNIVERSITY OF HAWAII ROGUE COMMUNITY COLLEGE SOUTHEASTERN LOUISIANA UNIVERSITY SOUTHERN OREGON UNIVERSITY (OREGON UNIVERSITY SYSTEM) SOUTHWESTERN OREGON COMMUNITY COLLEGE TULANE UNIVERSITY TILLAMOOK BAY COMMUNITY COLLEGE UMPQUA COMMUNITY COLLEGE UNIVERSITY OF HAWAII BOARD OF REGENTS UNIVERSITY OF HAWAII-HONOLULU COMMUNITY COLLEGE UNIVERSITY OF OREGON-GRADUATE SCHOOL UNIVERSITY OF PORTLAND UNIVERSITY OF NEW ORLEANS WESTERN OREGON UNIVERSITY WESTERN STATES CHIROPRACTIC COLLEGE WILLAMETTE UNIVERSITY XAVIER UNIVERSITY UTAH SYSTEM OF HIGHER EDUCATION, UT UNIVERSITY OF UTAH, UT UTAH STATE UNIVERSITY, UT WEBER STATE UNIVERSITY, UT SOUTHERN UTAH UNIVERSITY, UT SNOW COLLEGE, UT DIXIE STATE COLLEGE, UT COLLEGE OF EASTERN UTAH, UT UTAH VALLEY UNIVERSITY, UT SALT LAKE COMMUNITY COLLEGE, UT UTAH COLLEGE OF APPLIED TECHNOLOGY, UT STATE AGENCIES ADMIN. SERVICES OFFICE BOARD OF MEDICAL EXAMINERS HAWAII CHILD SUPPORT ENFORCEMENT AGENCY HAWAII DEPARTMENT OF TRANSPORTATION HAWAII HEALTH SYSTEMS CORPORATION OFFICE OF MEDICAL ASSISTANCE PROGRAMS OFFICE OF THE STATE TREASURER OREGON BOARD OF ARCHITECTS OREGON CHILD DEVELOPMENT COALITION OREGON DEPARTMENT OF EDUCATION OREGON DEPARTMENT OF FORESTRY OREGON DEPT OF TRANSPORTATION OREGON DEPT. OF EDUCATION OREGON LOTTERY OREGON OFFICE OF ENERGY OREGON STATE BOARD OF NURSING OREGON STATE DEPT OF CORRECTIONS OREGON STATE POLICE OREGON TOURISM COMMISSION OREGON TRAVEL INFORMATION COUNCIL SANTIAM CANYON COMMUNICATION CENTER SEIU LOCAL 503, OPEU SOH- JUDICIARY CONTRACTS AND PURCH STATE DEPARTMENT OF DEFENSE, STATE OF HAWAII STATE OF HAWAII STATE OF HAWAII, DEPT. OF EDUCATION STATE OF LOUISIANA STATE OF LOUISIANA DEPT. OF EDUCATION STATE OF LOUISIANA, 26TH JUDICIAL DISTRICT ATTORNEY STATE OF UTAH 6.a Packet Pg. 182 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) NOTICE OF SOLICITATION SOLICITATION # 2018011 September 20, 2017 REQUEST FOR 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 September 20, 2017 Pre-Proposal Conference (Optional) October 3, 2017 –10:00 am local Arizona time Questions due from Proposers October 6, 2017 –3:00 pm local Arizona time City of Mesa response to Questions October 12, 2017 Proposal Due Date October 23, 2017 – 3:00 pm local Arizona time VENDOR CONFERENCE / 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: 480-644-6120; 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 date and time indicated above. Late submittals shall not be considered under any circumstances. Questions concerning this solicitation should be directed, IN WRITING, to the following Purchasing contacts or their designees: Technical Questions: General or Process Questions: Sharon Brause, CPPO, CPPB, CPCP Cyndi Gonzales Senior Procurement Officer Procurement Specialist PHONE: 480-644-2815 PHONE: 480-644-2179 FAX: (480) 644-2655 FAX: (480) 644-2655 Sharon.Brause@MesaAZ.gov Cyndi.Gonzales@MesaAZ.gov NOTE: THE CITY OF MESA PUBLISHES ITS SOLICITATIONS, ATTACHMENTS, AND ADDENDA ONLINE AND THEY ARE AVAILABLE FOR VIEWING AND/OR DOWNLOADING AT THE FOLLOWING INTERNET ADDRESS: http://www.mesaaz.gov/business/purchasing All vendors wishing to conduct business with the City are required to register and maintain all information used for the notification of solicitation opportunities and issuance of payment in the Vendor Self Service (VSS) system. To register and view additional vendor information, go to http://mesaaz.gov/business/purchasing/vendor-self-service. 6.a Packet Pg. 183 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) TABLE OF CONTENTS 2018011 Page 2 of 41 PAGE NOTICE 1 TABLE OF CONTENTS 2 SECTIONS: INSTRUCTIONS 3 - 13 SCOPE OF WORK 14 - 18 ATTACHMENTS: ATTACHMENT A PRICING 19 ATTACHMENT B REQUIRED RESPONSE FORMS 20 (5 pages) ATTACHMENT C RESPONDENT QUESTIONNAIRE 21 ATTACHMENT D NATIONAL IPA PRINCIPAL PROCUREMENT AGENCY (“PPA”) 22 EXHIBITS: EXHIBIT 1 DRAFT AGREEMENT 23 - 39 EXHIBIT 2 MAILING LABEL 40 6.a Packet Pg. 184 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) INSTRUCTIONS 2018011 Page 3 of 41 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 QUESTIONS: All questions regarding the contents of this Solicitation, and Solicitation process (including requests for ADA accommodations), must be directed solely to the Procurement Officer or the Purchasing Administrator. Questions should be submitted in writing via letter, fax or email. Questions received after due date and time for vendor questions (October 6th) 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 http://www.mesaaz.gov/business/purchasing/bid-opportunities 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 PDF, 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. 6.a Packet Pg. 185 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) INSTRUCTIONS 2018011 Page 4 of 41 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 services/products offered and Respondent’s method of approach to including, but not limited, to the following 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 lines 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 products/services nationwide. 6. 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 on 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: Deleted: materials 6.a Packet Pg. 186 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) INSTRUCTIONS 2018011 Page 5 of 41 a. Is online support available? b. Is phone support available? c. Can agencies request a dedicated service representative and/or a dedicated service team? If a dedicated customer service representative and/or team are assigned, what types of services does the representative/team provide? How 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? h. 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 how 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 outsourced function? 16. Describe what other services you offer that would be applicable to this contract (e.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’s 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’s national presence in the IT solutions industry. 2. Provide the total number and location of sales persons employed by your firm. 3. Provide the number and 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. 8. Provide a minimum of three references for which your 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, particularly municipal governments, are preferred. 9. Provide resumes and three references (preferably from the public sector) for the primary customer service representative(s). Resume(s) 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. 6.a Packet Pg. 187 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) INSTRUCTIONS 2018011 Page 6 of 41 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 h. to restrict/block the ordering of certain line items and to restrict/block 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 l. to obtain online customer service m. to receive online training n. 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 “CD/jump drive,” a demo URL, 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 your website 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. For example, 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.e., 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, too? Etc. TAB 6 - Other Forms. The following forms should be completed and signed: 6.a Packet Pg. 188 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) INSTRUCTIONS 2018011 Page 7 of 41 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. (http://www.irs.gov/pub/irs-pdf/fw9.pdf) 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 Forms completed and included (Attachment B) 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 (http://www.irs.gov/pub/irs-pdf/fw9.pdf) 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 prior to submitting their Response. The City will not be held responsible if a vendor fails to receive any addenda issued. The City shall not be responsible for any oral changes to these specifications made by any employees or officer of the City and Contractors are cautioned not to rely on any such changes. 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 or agents for premature 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 case of a late submission. Results, as read at the public opening, will be posted on the City website. 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 at 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 valid photo I.D. 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 date/time. 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 firm 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: (i) contract negotiations with selected Respondent; (ii) submission of a Best and Final Offer by Respondent; 6.a Packet Pg. 189 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) INSTRUCTIONS 2018011 Page 8 of 41 (iii) 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 PROHIBITION: 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, protest/appeal 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 8 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, or other 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 of this 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’s 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. 6.a Packet Pg. 190 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) INSTRUCTIONS 2018011 Page 9 of 41 14. FORM AND CONTENT OF RESPONSES: Responses may be submitted on-line (if the option is indicated), mailed or hand-delivered. 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: Technical 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’s 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’s 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. MODIFICATION/WITHDRAWAL 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 for withdrawal after the 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 otherwise lawfully precluded from participating in any public procurement activity, including being disapproved 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 detailed description of all relevant circumstances must be provided by the Respondent, including the details enumerated 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. 6.a Packet Pg. 191 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) INSTRUCTIONS 2018011 Page 10 of 41 18. RESERVATIONS: 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 that are outside the City’s budgeted amount for the products or services that are the subject of the Solicitation. The City may seek clarification of the Response from 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’s 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 for products or services not provided. c. Intentionally offer or provide sub-standard products or services or to intentionally not comply with any term, condition, specification or other requirement of a 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. Deleted: materials Deleted: materials Deleted: materials or 6.a Packet Pg. 192 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) INSTRUCTIONS 2018011 Page 11 of 41 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. PRESENTATIONS/INTERVIEWS: 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 scored Responses based on a preliminary evaluation of the Responses against the evaluation criteria. Only those short-listed Respondents will be invited to give presentations/interviews. 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. 29. 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 limited to, as applicable, Responses, presentations, interviews, and Best and Final Offers. 500 Firm’s Qualifications & Experience Information pertaining to the quality of work, accomplishments, skill, and knowledge regarding a Respondent’s suitability for award. Information can come from any source including, but not limited to, Responses, Best and Final Offers, references, publicly or privately available information, and the City’s experience with a Respondent. 300 Firm’s Proposed Pricing Pricing will be evaluated based on the below criteria. 200 6.a Packet Pg. 193 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) INSTRUCTIONS 2018011 Page 12 of 41 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 ScoreProposal Cost being evaluated 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 not 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 (e.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 6.a Packet Pg. 194 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) INSTRUCTIONS 2018011 Page 13 of 41 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 official(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’s 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 http://mesaaz.gov/business/purchasing 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, believes 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 (“Procurement Rules”). The rules surrounding protests and appeals may be found in Section 6 of the Procurement Rules which are located on the Purchasing Division website at http://mesaaz.gov/business/purchasing. 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 Quedens 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: Matt.Bauer@MesaAZ.gov Email: Ed.Quedens@MesaAZ.gov 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 Division’s website at www.mesaaz.gov/business/purchasing. 6.a Packet Pg. 195 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) SCOPE OF WORK 2018011 Page 14 of 41 This Scope of Work and the Technical Requirements will be compiled into any resulting contract as Exhibit A. 1. 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 products 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 IPA 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 partner with, Vizient (formally, Novation). Together we 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 that allows 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 under the 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. 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. f) Be able to meet the minimum requirements of the cooperative purchasing program detailed herein. Deleted: materials 6.a Packet Pg. 196 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) SCOPE OF WORK 2018011 Page 15 of 41 4. ORDERING. 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 added, 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 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) Personal Computer Systems: 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 / 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 user 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. Suppliers may include, but not limited to, Cisco Systems, Dell, 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) Computer and Network Products and Peripherals: 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. 6.a Packet Pg. 197 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) SCOPE OF WORK 2018011 Page 16 of 41 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 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. Supplier shall provide these assembly and installation services as stated in applicable order and additional terms and fees may apply. i) Comprehensive Product Offering: 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’s 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”). 9. DEFECTIVE PRODUCT. All defective products shall be replaced and exchanged by the Supplier as permitted under the manufacturers return policy and Supplier’s Return Policy found at www.shi.com/returnpolicy. In any event, the OEM's policies (which may include processing as a warranty claim) will apply. Supplier will order a replacement unit within one (1) business day of notice of damage, defect or DOA from the City. 10. TERM. This solicitation is for awarding a purchasing contract to cover an initial five (5) year term. An estimated initial term of January 1st, 2018 through December 31st, 2022, not including any extensions or 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. 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. 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 for the City’s procurement processes in the selection of a Supplier to provide the services/products under this 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 Deleted: The cost of transportation, unpacking, inspection, re-packing, re-shipping or other like expenses shall be paid by the Supplier. All replacement products must be received by the City within seven (7) days of initial notification. Deleted: materials 6.a Packet Pg. 198 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) SCOPE OF WORK 2018011 Page 17 of 41 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 requirement(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 event a product is discontinued, Supplier will 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 the Supplier providing the products/service including transportation and delivery insurance. 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 Supplier further agrees that any reductions in the price of the products or services covered by this Agreement will apply to the undelivered balance. The Supplier shall promptly notify the City of such price reductions. No price modifications will be accepted without proper request by the Supplier and response by the City’s Purchasing Division. b) Price Adjustment. Any requests for reasonable price adjustments must be submitted in accordance with this section. Requests for adjustment in cost of labor and/or services must be supported by appropriate documentation. There is no guarantee the City will accept a price adjustment therefore Supplier 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 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 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 (http://www.bls.gov/cpi/home.htm). 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. Deleted: materials Deleted: , Deleted: and warranty costs Commented [PB1]: Warranty coverage is provided by the manufacturer (OEM) and not SHI. The manufacturers standard warranties apply unless the customer wishes to purchase extended warranty. Deleted: materials Deleted: materials 6.a Packet Pg. 199 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) SCOPE OF WORK 2018011 Page 18 of 41 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 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. 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 where permitted by law.” All insurance certificates and applicable endorsements are subject to review and approval by the City's Risk Manager. 6.a Packet Pg. 200 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) ATTACHMENT A PRICING 2018011 Page 19 of 41 Offerors must utilize the below document when responding to this solicitation and return the document in an Excel format with their proposal. 2018011 Pricing.xlsx 6.a Packet Pg. 201 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) ATTACHMENT B REQUIRED RESPONSE FORMS 2018011 Page 20 of 41 Solicitation Required Response Forms.docx 6.a Packet Pg. 202 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) ATTACHMENT C RESPONDENT QUESTIONNAIRE 2018011 Page 21 of 41 Respondent Company Name/ DBA: Years in business providing similar services: Contractor’s License No(s): 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, Supplies/Services and Dates Provided: Firm/Government Agency Name: Contact Person: Phone: Address: Fax: E-Mail Address: $ Value of Work, Supplies/Services and Dates Provided: List any other information which may be helpful in determining your qualifications for a potential contract: 6.a Packet Pg. 203 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) ATTACHMENT D NATIONAL IPA PRICIPAL PROCUREMENT AGENCY (“PPA”) 2018011 Page 22 of 41 Attachment D PPA.docx 6.a Packet Pg. 204 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) EXHIBIT 1 DRAFT AGREEMENT 2018011 Page 23 of 41 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 Sharon.Brause@MesaAZ.gov Phone (480) 644-2815 Fax (480) 644-2655 AND COMPANY NAME, (“Contractor”) Mailing Address Delivery Address Attention NameAndTitle E-Mail Phone Fax 6.a Packet Pg. 205 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) EXHIBIT 1 DRAFT AGREEMENT 2018011 Page 24 of 41 CITY OF MESA AGREEMENT PURSUANT TO SOLICITATION This Agreement pursuant to solicitation (“Agreement”) is entered into this ___ day of ______________, 2017, by and between the City of Mesa, Arizona, an Arizona municipal corporation (“City”), and SHI International Corp, a(n) New Jersey corporation/ (“Contractor”). 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 placed by the City employee to Contractor utilizing the City’s corporate procurement card or the City’s written or electronic form 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 & CONDITIONS 1. Term. This Agreement is for a 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 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. Deleted: CompanyName Deleted: State Deleted: company/natural person Deleted: s Deleted: materials Deleted: s Deleted: materials Deleted: o 6.a Packet Pg. 206 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) EXHIBIT 1 DRAFT AGREEMENT 2018011 Page 25 of 41 2. Scope of Work. The Contractor will provide the necessary staff, services and associated resources to provide the City with the ServicesProducts, and obligations attached to this Agreement as Exhibit A (“Scope 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. 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 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 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. a. Amendments to the Agreement or any mutually agreed upon written agreements made between Contractor and Participating Agencies with conflicting terms to this Agreement where such conflicting terms shall supersede the terms stated herein. 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 sum(s) described in Exhibit B (“Pricing”) in consideration of Contractor’s performance of the Scope of Work during the Term. 6. Pricing. Contractors shall provide a price 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 initial term of the Contract, unless the Contractor requests to increase its discount percentage, and will include all charges that may be incurred in fulfilling requirement(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 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 proposed discount structure. Price discounts will be evaluated by applying the Contractor’s discount to the list prices on the verifiable price index. It is the Contractor’s responsibility to provide the City with an up-to-date price list for the duration of the contract. Deleted: s Deleted: , materials Commented [PB2]: Please provide SHI with definition Deleted: o Deleted: Suppliers Commented [PB3]: “Contractor” is the defined term for SHI in this Agreement. Deleted: Suppliers Deleted: suppliers Deleted: Supplier Deleted: Supplier Deleted: Supplier Deleted: Supplier’s Deleted: listed Deleted: Supplier’s 6.a Packet Pg. 207 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) EXHIBIT 1 DRAFT AGREEMENT 2018011 Page 26 of 41 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 Contractor providing the Products/service including transportation, insurance and warranty 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 Adjustment. 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 Supplier’s actual expenses or other reasonable adjustment in providing the services/Products 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 Contractor 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 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 (http://www.bls.gov/cpi/home.htm). 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. The Contractor may submit a request for a price adjustment along with appropriate supporting documentation demonstrating the cost to the Contractor. 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. 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 material 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; g. Description of Products or services provided; h. If Products provided, the quantity delivered and pricing of each unit; i. Applicable Taxes j. Total amount due. Deleted: Supplier Deleted: materials Deleted: Supplier Deleted: materials Deleted: Supplier Deleted: Supplier Deleted: materials Deleted: Supplier Deleted: materials Deleted: Supplier Deleted: Supplier Deleted: Supplier Deleted: Supplier Deleted: materials Deleted: materials 6.a Packet Pg. 208 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) EXHIBIT 1 DRAFT AGREEMENT 2018011 Page 27 of 41 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, Overpayment. 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 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 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 promise(s) contained in the Agreement. 7.3 The City does not warrant the minimum limits contained herein are sufficient to protect Contractor and subcontractor(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. 7.4 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. 7.5 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. 7.6 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. 7.7 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. 7.8 All insurance certificates and applicable endorsements are subject to review and approval by the City's Risk Management Division. Deleted: materials Deleted: materials/ 6.a Packet Pg. 209 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) EXHIBIT 1 DRAFT AGREEMENT 2018011 Page 28 of 41 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 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 prior to shipment of the products or provide 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 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. 10. WARRANTY. Contractor warrants that the services 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 service provided by Contractor will not relieve Contractor from its obligations under this warranty. If any services are of a substandard or unsatisfactory manner as determined by the City, Contractor, at no additional charge to the City, will provide such services until in accordance with this Agreement and to the City’s reasonable satisfaction. 11. PRODUCT WARRANTY. Contractor is a value added reseller (“VAR”) of products, not the OEM or licensor, and therefore disclaims any warranty responsibility regarding product provided under this Agreement. Contractor shall forward the 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 warranties with respect to the Product. Contractor is not a party to any such terms between the City and OEM and the City agrees to look solely to the OEM for satisfaction of any and all warranty claims related to that OEM’s Product. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT AND/OR ANY ORDER ISSUED HEREUNDER, CONTRACTOR HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER 6.a Packet Pg. 210 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) EXHIBIT 1 DRAFT AGREEMENT 2018011 Page 29 of 41 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 WARRANTY PROVIDED BY AN OEM. 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 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 “term” in the Mesa Standard Terms and Conditions. 14. Counterparts and Facsimile or Electronic Signatures. 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 (D) 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 attorney’s fees, court costs, and other litigation related costs and fees from the other Party. 17. Limitation of Liability NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF OR DAMAGE TO DATA, LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE OR 6.a Packet Pg. 211 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) EXHIBIT 1 DRAFT AGREEMENT 2018011 Page 30 of 41 IMPAIRMENT OF OTHER ASSETS, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT IN THE CASE OF BREACH OF EACH PARTY’S LIABILITY FOR PERSONAL INJURY/PROPERTY DAMAGE UNDER ARTICLE ENTITLED, “INDEMNIFICATION”, EITHER PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHER THEORY, WILL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID OR PAYABLE BY THE CITY TO CONTRACTOR UNDER THIS AGREEMENT FOR THE YEAR PREVIOUS TO THE INCIDENT WHICH GAVE CAUSE FOR SUCH LIABILITY. CUSTOMER ACKNOWLEDGES THAT SUCH AMOUNT REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT CONTRACTOR WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. 18. 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 19. Title, Risk of Loss, Returns A. 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 notice of rejection is provided to Contractor’s authorized representative within 24 hours after such delivery. B. All returns of Product shall be made in accordance to Contractor’s Return Policy found at www.shi.com/returnpolicy 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 Moved (insertion) [1] Deleted: FORCE MAJEURE. 6.a Packet Pg. 212 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) EXHIBIT 1 DRAFT AGREEMENT 2018011 Page 31 of 41 Title Date REVIEWED BY: By: CONTRACTOR NAME By: Printed Name Title Date 6.a Packet Pg. 213 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) EXHIBIT 1 DRAFT AGREEMENT 2018011 Page 32 of 41 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. 6.a Packet Pg. 214 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) EXHIBIT 1 DRAFT AGREEMENT 2018011 Page 33 of 41 EXHIBIT B PRICING Attachment A Pricing will be added here when Agreement is finalized. 6.a Packet Pg. 215 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) EXHIBIT 1 DRAFT AGREEMENT 2018011 Page 34 of 41 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, 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 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. 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 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 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. 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 Deleted: City’s Deleted: City Deleted: Contractor Deleted: materials Deleted: s 6.a Packet Pg. 216 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) EXHIBIT 1 DRAFT AGREEMENT 2018011 Page 35 of 41 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 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”). 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. 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 274B 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 6(j) 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, 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. Deleted: 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. 6.a Packet Pg. 217 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) EXHIBIT 1 DRAFT AGREEMENT 2018011 Page 36 of 41 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 et. 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 other judicial 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 financial records related to the performance of work specified herein once per calendar year. . Contractor will permit such inspections and audits during normal business hours and upon 30 days’ notice by the City. The audit of records may occur at Contractor’s place of business or at City offices, as determined by the City. 14. DEFAULT. a. A party will be in default if that party: 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 Contractor’s 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 may be 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 Deleted: In addition, the City may inspect any and all payroll, billing or other relevant records kept by Contractor in relation to the Agreement Deleted: reasonable Deleted: <#>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, or facilities 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. Deleted: <#>¶ 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 (iii) 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. Deleted: <#>¶ 6.a Packet Pg. 218 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) EXHIBIT 1 DRAFT AGREEMENT 2018011 Page 37 of 41 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. 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, special, or consequential damages. 16. 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. 17. TERMINATION FOR CONVENIENCE. The City reserves the right to terminate this Agreement in part or in whole upon thirty (30) calendar days’ written notice. 18. 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) calendar days prior 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 after the City has received Contractor’s properly prepared final invoice. 21. 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 had not been terminated, and was still in effect with respect to such Order 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. 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) willful misconduct by Contractor personnel under this Deleted: 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. Deleted: both completed its appraisal of the materials and services provided and Deleted: the services provided 6.a Packet Pg. 219 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) EXHIBIT 1 DRAFT AGREEMENT 2018011 Page 38 of 41 Agreement; (ii) any grossly negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel’s failure to comply with the law in fulfillment of the services under 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. f. 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 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. g. 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. h. 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. i. 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. j. 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. l. RISK OF LOSS. Contractor agrees to bear all risks of loss, injury, or destruction of Products or equipment incidental to providing these services and such loss, injury, or destruction of the Products prior to delivery of the Products to the City. Risk of loss shall vest fully in the City after such delivery. 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. Deleted: Deleted: or fulfill the obligations established by this Agreement Deleted: <#>WARRANTY. Contractor warrants that the services and materials 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 service or materials provided by Contractor will not relieve Contractor from its obligations under this warranty. If any materials or services are of a substandard or unsatisfactory manner as determined by the City, Contractor, at no additional charge to the City, will provide materials or redo such services until in accordance with this Agreement and to the City’s reasonable satisfaction.¶ Unless otherwise agreed, Contractor warrants that materials will be new, unused, of most current manufacture and not discontinued, will be free of defects in materials and workmanship, will be provided in accordance with manufacturer's standard warranty for at least one (1) year unless otherwise specified, and will perform in accordance with manufacturer's published specifications Deleted: <#>.¶ Deleted: materials Deleted: materials Deleted: materials Deleted: materials Deleted: goods Deleted: will not release Contractor from any obligation hereunder. 6.a Packet Pg. 220 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) EXHIBIT 1 DRAFT AGREEMENT 2018011 Page 39 of 41 n. 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 manufactured 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 item(s) 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 determined by the contract administrator(s). p. . q. 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 may be 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. . 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. r. 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. s. 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. 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. t. 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. u. INTEGRATION CLAUSE. This Exhibit C, along with the Master Agreement and 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. Deleted: <#>WARRANTY OF RIGHTS. Contractor warrants it has title to, or the right to allow the City to use, the materials and services being provided and that the City may use same without suit, trouble or hindrance from Contractor or third parties. Deleted: <#>¶ Deleted: <#>provided Moved up [1]: 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 Deleted: 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, Contractor will comply with 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 Commented [PB11]: We aren’t doing professional services. Deleted: Agreement 6.a Packet Pg. 221 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) EXHIBIT 1 DRAFT AGREEMENT 2018011 Page 40 of 41 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 amendment(s) 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. 6.a Packet Pg. 222 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) EXHIBIT 2 MAILING LABEL 2018011 Page 41 of 41 CUT ALONG THE LINE AND AFFIX TO THE FRONT OF YOUR PROPOSAL CONTAINER -------------------------------------------------------------------------------------------------------------------------------------------- SEALED PROPOSAL Submitted by: Company Name: Address: City, State, Zip: Solicitation # 2018011 INFORMATION TECHNOLOGY SOLUTIONS & SERVICES Due Date: 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 ------------------------------------------------------------------------------------------------------------------------------------------- 6.a Packet Pg. 223 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 96 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 6.a Packet Pg. 224 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) Live Report : SHI INTERNATIONAL CORP. D-U-N-S® Number: 61-142-9481 Trade Names: SOFTWARE HOUSE INTERNATIONAL - S H I Endorsement/Billing Reference: lee_harrell@SHI.com D&B Address Address 290 Davidson AveSomerset, NJ, US - 08873 Phone 732 764-8888 Fax 732-805-0818 Location Type Headquarters Web www.shi.com Added to Portfolio: 03/28/2014 Last View Date: 02/09/2016 Endorsement :lee_harrell@SHI.com Company Summary Currency: Shown in USD unless otherwise indicated D&B 3-month PAYDEX® 3-month D&B PAYDEX®: 74Lowest Risk:100;Highest Risk :1When weighted by amount, Payments to suppliersaverage 9 Days Beyond Terms D&B PAYDEX® D&B PAYDEX® 73Lowest Risk:100;Highest Risk :1When weighted by amount, Payments to suppliersaverage 11 days beyond terms 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: DNB, FISCAL, 12-31-2014 Bankruptcy Found No Commercial Credit Score 526 Moderate Risk of severe payment delinquency. Commercial Credit Score Percentile 69 Moderate Risk of severe payment delinquency. D&B Viability Rating View More Details Current Ratio 1.3 Source: DNB, FISCAL, 12-31-2014 Credit Limit - D&B Aggressive 900,000.00 Based on profiles of other similar companies. PAYDEX®73 Paying 11 days past due Commercial Credit Score Class 3 Moderate Risk of severe payment delinquency. Financial Stress Score Class 2 Low to Moderate Risk of severe financialstress. Credit Limit - D&B Conservative 400,000.00 Based on profiles of other similar companies. D&B Rating 5A3 5A indicates 50 million and over, Creditappraisal of 3 is fair Printed By:Akif Nizam Date Printed:February 26, 2016 1 6.a Packet Pg. 225 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) Commercial Credit Score Class Commercial Credit Score Class: 3Lowest Risk:1;Highest Risk :5 D&B Company Overview This is a headquarters location Branch(es) or Division(s) exist Y Chief Executive THAI LEE, CEO Year Started 1989 Employees 2850 (1400 Here) Financing SECURED SIC 7371 , 7374 Line of business Custom computerprograming, dataprocessing/preparation NAICS 541511 History Status CLEAR Financial Condition FAIR Financial Stress Score Class Financial Stress Score Class: 2Lowest Risk:1;Highest Risk :5 Public FilingsThe following data includes both open and closed filingsfound in D&B's database on this company. Record Type Number of Records Most Recent Filing DateBankruptcies0-Judgments 0 -Liens 1 01/03/14Suits0-UCCs 68 08/11/15The public record items contained herein may have beenpaid, terminated, vacated or released prior to todays date. Corporate Linkage Subsidiaries (International) Company City , Country D-U-N-S® NUMBERSHI INTERNATIONAL CORP Milton Keynes , UNITED KINGDOM 23-041-6559SHI Canada ULC North York , CANADA 24-362-9057SHI INTERNATIONAL SAS ISSY LES MOULINEAUX , FRANCE 26-213-9752 Branches (Domestic) Company City , State D-U-N-S® NUMBERSHI INTERNATIONAL CORP.TEMPE , Arizona 82-925-3066SHI INTERNATIONAL CORP.SAN DIEGO , California 82-925-3330SHI INTERNATIONAL CORP.ATLANTA , Georgia 82-925-3462SHI INTERNATIONAL CORP.SAN FRANCISCO , California 82-925-3215SHI INTERNATIONAL CORP.CHICAGO , Illinois 82-925-3769SHI INTERNATIONAL CORP.MINNEAPOLIS , Minnesota 82-925-3850SHI INTERNATIONAL CORP.SAINT LOUIS , Missouri 82-925-4023SHI INTERNATIONAL CORP.DALLAS , Texas 82-925-5251SHI INTERNATIONAL CORP.HOUSTON , Texas 82-925-5335SHI INTERNATIONAL CORP.RESTON , Virginia 82-925-5343SHI INTERNATIONAL CORP.BELLEVUE , Washington 82-925-5475SHI INTERNATIONAL CORP.TAMPA , Florida 83-240-0621SHI INTERNATIONAL CORP.SHAWNEE MISSION , Kansas 83-240-0688SHI INTERNATIONAL CORP.NEEDHAM , Massachusetts 83-240-0803SHI INTERNATIONAL CORP.DENVER , Colorado 83-240-0662 2 6.a Packet Pg. 226 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) SHI INTERNATIONAL CORP.INDIANAPOLIS , Indiana 83-240-0852SHI INTERNATIONAL CORP.CHAPEL HILL , North Carolina 17-958-9937SHI INTERNATIONAL CORP.WAYNE , Pennsylvania 02-958-1868SHI INTERNATIONAL CORP.DURHAM , North Carolina 07-166-5395SHI INTERNATIONAL CORP.CROFTON , Maryland 04-235-0384SHI INTERNATIONAL CORP.REMER , Minnesota 05-845-6218SHI INTERNATIONAL CORP.EL SEGUNDO , California 07-940-9361SHI INTERNATIONAL CORP.NEW YORK , New York 07-940-9369SHI INTERNATIONAL CORP.SOUTHFIELD , Michigan 07-940-9364SHI INTERNATIONAL CORP.ISSAQUAH , Washington 11-899-4420This list is limited to the first 25 branches.For the complete list, Please logon to DNBi and view the Dynamic Family Tree Information. Branches (International) Company City , Country D-U-N-S® NUMBERSoftware House International NORTH VANCOUVER , CANADA 25-930-0382SHI International Corp.CENTRAL DISTRICT , HONGKONG 66-834-4679 Predictive Scores Currency: Shown in USD unless otherwise indicated Credit Capacity Summary This credit rating was assigned because of D&B's assessment of the company's creditworthiness. For more information, see the D&B Rating KeyD&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 D&B Rating Date Applied5A305-05-2015--11-26-20145A308-21-2014--06-12-20145A205-20-20145A305-12-20095A203-16-20095A305-07-20024A307-25-20014A209-28-1999 Sales: 5,797,204,000.00( Up by 15.9%from last year ) Number of Employees Total:2,850 (1400 here) Worth: 294,433,000( Up by 15.1%from last year )( As of 31-Dec-14) 3 6.a Packet Pg. 227 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) Working Capital:$253,466,000 ( As of 31-Dec-14) Payment Activity:(based on 247 experiences) Average High Credit:993,122 Highest Credit:50,000,000 Total Highest Credit:209,080,850 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 credit worthiness, 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 under state/federal law over the next 12 months. Scores 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 Financial Stress Class : 2 (Lowest Risk:1; Highest Risk:5) 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. 4 6.a Packet Pg. 228 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 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 scorable 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 77Region: MIDDLE ATLANTIC 44Industry: BUSINESS, LEGAL AND ENGINEERINGSERVICES 52Employee range: 500+61Years in Business: 26+77This 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 5.8% 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 Lowest 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 scorable 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 % 5 6.a Packet Pg. 229 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) This Business 69Region: MIDDLE ATLANTIC 51Industry: BUSINESS, LEGAL AND ENGINEERINGSERVICES 43Employee range: 500-38527 84Years in Business: 26+ 85This 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 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 1 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 (Lowest Risk:100; Highest Risk:1) When weighted by amount, payments to suppliers average 11 days beyond terms 3-Month D&B PAYDEX® : 74 (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 D&B PAYDEX® Comparison 6 6.a Packet Pg. 230 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) Current Year 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 . Shows the trend in D&B PAYDEX scoring over the past 12 months. 3/15 4/15 5/15 6/15 7/15 8/15 9/15 10/15 11/15 12/15 1/16 2/16 This Business 73 72 72 72 73 73 73 73 74 74 73 73 Industry Quartiles Upper 80 ..80 ..80 ..80 ..Median 79 ..79 ..79 ..79 ..Lower 72 ..72 ..72 ..71 .. Current PAYDEX for this Business is 73 , or equal 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 03/14 Q1'14 06/14 Q2'14 09/14 Q3'14 12/14 Q4'14 This Business 76 77 73 72 Industry Quartiles Upper 80 80 80 80Median79797979Lower72727272 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 TermsOver 100,000 46 206,250,000 79%50,000-100,000 13 930,000 80%15,000-49,999 39 1,065,000 71%5,000-14,999 32 220,000 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. 7 6.a Packet Pg. 231 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) Payment SummaryThere 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: Total Revd (#) Total Amts Largest High Credit Within Terms (%) Days Slow <31 31-60 61-90 90> (%) (%) Top Industries Whol electronic parts 20 71,122,000 50,000,000 50 50 0 0 0Whol computers/softwr 17 101,800,500 50,000,000 98 2 0 0 0Prepackaged software 11 4,300,000 2,000,000 91 7 0 2 0Telephone communictns 11 224,850 100,000 98 2 0 0 0Mfg computers 10 15,357,750 8,000,000 90 8 2 0 0Nonclassified9723,750 500,000 61 39 0 0 0Custom programming 7 1,008,750 600,000 50 0 30 0 20Short-trm busn credit 7 155,100 100,000 90 10 0 0 0Whol office supplies 5 62,250 55,000 56 44 0 0 0Misc business credit 5 95,000 50,000 100 0 0 0 0Whol office equipment 4 2,285,000 1,000,000 49 11 18 0 22Mfg process controls 4 195,000 65,000 67 33 0 0 0Mfg photograph equip 4 33,500 25,000 100 0 0 0 0Trucking non-local 4 6,250 5,000 40 12 8 0 40Whol appliances 3 4,002,750 4,000,000 100 0 0 0 0Whol misc profsn eqpt 3 203,000 200,000 51 49 0 0 0Misc business service 3 43,500 40,000 97 0 3 0 0Engineering services 3 67,500 35,000 96 0 2 0 2Public finance 3 31,750 30,000 100 0 0 0 0Mfg calculating eqpt 3 15,750 15,000 3 0 95 0 2Ret mail-order house 3 11,000 7,500 69 11 20 0 0Mfg electric test prd 3 15,000 5,000 100 0 0 0 0Arrange cargo transpt 3 2,850 2,500 0 6 0 94 0Computer system desgn 2 2,050,000 2,000,000 49 50 1 0 0Business consulting 2 2,002,500 2,000,000 50 50 0 0 0Mfg measure devices 2 1,000,750 1,000,000 50 50 0 0 0Mfg computer storage 2 507,500 500,000 100 0 0 0 0Misc equipment rental 2 95,000 65,000 100 0 0 0 0Radiotelephone commun 2 55,000 40,000 73 0 0 0 27Data processing svcs 2 32,500 30,000 100 0 0 0 0Mfg comp peripherals 2 31,000 30,000 3 97 0 0 0Mfg switchgear-boards 2 30,000 20,000 33 0 67 0 0Whol service paper 2 22,500 20,000 89 11 0 0 0Mfg public bldg furn 2 16,000 15,000 94 0 3 3 0Detective/guard svcs 2 10,250 10,000 51 49 0 0 0Whol electrical equip 2 5,250 5,000 52 0 48 0 0Mfg sheet metalwork 1 200,000 200,000 50 0 0 0 50Mfg misc plastic prdt 1 100,000 100,000 50 0 0 50 0Mfg medical instrmnt 1 100,000 100,000 0 100 0 0 0Travel agency 1 95,000 95,000 100 0 0 0 0Mfg environment cntrl 1 85,000 85,000 100 0 0 0 0Misc advertising svcs 1 80,000 80,000 100 0 0 0 0 8 6.a Packet Pg. 232 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) Tour operator 1 65,000 65,000 100 0 0 0 0Air courier service 1 45,000 45,000 50 0 0 0 50Mfg relays/controls 1 45,000 45,000 50 0 0 0 50Electric eqpt repair 1 25,000 25,000 50 0 0 50 0Mfg recording media 1 20,000 20,000 0 0 100 0 0Mfg refrig/heat equip 1 20,000 20,000 100 0 0 0 0Copper roll/drawing 1 10,000 10,000 100 0 0 0 0Whol auto parts 1 7,500 7,500 0 100 0 0 0Mfg nonwd office furn 1 5,000 5,000 50 50 0 0 0Ret stationery 1 5,000 5,000 50 0 50 0 0Help supply service 1 5,000 5,000 100 0 0 0 0Misc publishing 1 2,500 2,500 50 0 0 50 0Nonphysical research 1 2,500 2,500 0 100 0 0 0Natnl commercial bank 1 2,500 2,500 100 0 0 0 0Mfg signs/ad specltys 1 2,500 2,500 100 0 0 0 0Ret electronics 1 2,500 2,500 100 0 0 0 0Mfg plane engine/part 1 1,000 1,000 0 0 0 0 100Coating/engrave svcs 1 1,000 1,000 50 50 0 0 0Whol industrial equip 1 1,000 1,000 100 0 0 0 0Whol piece goods 1 1,000 1,000 50 50 0 0 0Information retrieval 1 1,000 1,000 100 0 0 0 0Gravure printing 1 1,000 1,000 50 0 0 50 0Mfg computer terminal 1 1,000 1,000 50 50 0 0 0Mfg manifold forms 1 750 750 100 0 0 0 0Whol heating/ac equip 1 500 500 0 0 100 0 0Whol nondurable goods 1 500 500 100 0 0 0 0Mfg telephone equip 1 250 250 100 0 0 0 0Mfg frozen deserts 1 250 250 0 0 100 0 0Books-print/publish 1 100 100 0 0 0 0 100Reg misc coml sector 1 100 100 100 0 0 0 0Mfg broadcastng equip 1 100 100 0 100 0 0 0Mfg misc office eqpt 1 50 50 100 0 0 0 0Lithographic printing 1 50 50 100 0 0 0 0Whol chemicals 1 50 50 0 0 0 0 100Mfg 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 N/A 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 Reported (mm/yy) Paying Record High Credit Now Owes Past Due Selling Terms Last Sale Within (month)02/16 Ppt 65,000 5,000 LeaseAgreemnt 9 6.a Packet Pg. 233 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) Ppt 40,000 30,000 0 1 moPpt30,000 100 LeaseAgreemnt Ppt 1,000 1,000 0 1 moPpt-Slow 30 500,000 250,000 250,000 N30 1 moPpt-Slow 30 45,000 25,000 7,500 N30 1 moSlow 30 10,000 10,000 10,000 N30 1 mo 01/16 Ppt 40,000,000 20,000,000 0 N30 1 moPpt7,000,000 7,000,000 0 N30 1 moPpt1,000,000 95,000 0 1 moPpt500,000 100 0 1 moPpt100,000 100,000 0 1 moPpt85,000 20,000 0 1 moPpt50,000 25,000 0 1 moPpt40,000 25,000 0 1 moPpt40,000 35,000 0 1 moPpt25,000 0 6-12 mosPpt20,000 20,000 0 N30 1 moPpt15,000 10,000 0 1 moPpt10,000 0 0 6-12 mosPpt7,500 7,500 0 1 moPpt5,000 5,000 0 1 moPpt5,000 2,500 0 1 moPpt5,000 0 6-12 mosPpt5,000 0 0 4-5 mosPpt5,000 5,000 0 1 moPpt2,500 2,500 0 1 moPpt2,500 0 0 N30 2-3 mosPpt2,500 0 0 2-3 mosPpt2,500 2,500 0 1 moPpt2,500 250 0 1 moPpt2,500 750 0 1 moPpt2,500 2,500 0 1 moPpt2,500 0 0 2-3 mosPpt1,000 1,000 0 1 moPpt1,000 0 0 4-5 mosPpt1,000 500 0 1 moPpt1,000 1,000 0 1 moPpt75000 2-3 mosPpt750 1 moPpt7502500 Ppt 250 250 0 N30 1 moPpt25000 2-3 mosPpt25000 1 moPpt25000 6-12 mosPpt25000 6-12 mosPpt5000N302-3 mosPpt-Slow 30 50,000,000 50,000,000 15,000,000 1 moPpt-Slow 30 2,000,000 1,000,000 1,000,000 1 moPpt-Slow 30 400,000 400,000 0 N30 1 moPpt-Slow 30 200,000 100,000 0 1 moPpt-Slow 30 100,000 15,000 750 1 moPpt-Slow 30 55,000 55,000 5,000 1 10 N30 1 moPpt-Slow 30 10,000 10,000 2,500 1 mo 10 6.a Packet Pg. 234 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) Ppt-Slow 30 5,000 1,000 1,000 1 15 N30 1 moPpt-Slow 30 1,000 0 0 2-3 mosPpt-Slow 60 600,000 85,000 15,000 1 moPpt-Slow 60 2,500 2,500 1,000 1 moPpt-Slow 60 1,000 0 0 2-3 mosPpt-Slow 90 100,000 0 0 2-3 mosPpt-Slow 90 25,000 15,000 15,000 2-3 mosPpt-Slow 90 1,000 500 500 2-3 mosPpt-Slow 240 5,000 0 0 2-3 mosSlow 10 500 0 0 6-12 mosSlow 10 500 0 0 N30 6-12 mosSlow 30 100,000 25,000 25,000 1 mo Slow 30 7,500 7,500 5,000 1 mo Slow 30 2,500 1,000 1,000 N30 1 mo Slow 60 500 0 0 N30 6-12 mos Slow 60 500 100 0 1 mo Slow 90 2,500 2,500 2,500 2-3 mos Slow 30-90 1,000 500 100 1 mo Slow 30-90 250 250 250 4-5 mos Slow 30-90 100 100 100 Slow 30-90+15,000 7,500 7,500 4-5 mos Slow 90+50 50 50 (077)0 0 0 Cashaccount 2-3 mos06/15 Slow 60 20,000 0 0 N30 6-12 mos 03/15 Slow 60 20,000 0 0 4-5 mos (080) Credit refused .100 100 100 1 mo Payments Detail Key:30 or more days beyond termsPayment experiences reflect how bills are paid in relation to the terms granted. In some instances payment beyond terms can be the result of disputesover merchandise, skipped invoices, etc. Each experience shown is from a separate supplier. Updated trade experiences replace those previouslyreported. Public Filings Currency: Shown in USD unless otherwise indicated Summary The following data includes both open and closed filings found in D&B's database on this company. Record Type # of Records Most Recent Filing DateBankruptcy Proceedings 0 -Judgments 0 -Liens 1 01/03/14Suits0-UCCs 68 08/11/15 The following 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. 11 6.a Packet Pg. 235 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) Amount 64 Status Released CASE NO.J819037 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 11/20/15 Date Filed 01/03/14 Latest Info Received 12/23/15 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 06/01/04 Original UCC Filed Date 1999-08-05 Original Filing No.1922103 Collateral All Negotiable instruments including proceeds and products - All Inventory including proceeds andproducts - All Account(s) including proceeds and products - All Computer equipment including proceedsand 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 Latest Info Received 03/02/05 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 STATE/UCC DIVISION, TRENTON, NJ Date Filed 2008-10-02 Latest Info Received 11/25/08 Original UCC Filed Date 1999-08-05 Original Filing No.1922103 12 6.a Packet Pg. 236 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) Type ContinuationSec. Party IBM CREDIT CORPORATION, ARMONK, NY IBM CREDIT CORPORATION, ATLANTA, GADebtorSHI INTERNATIONAL CORP. and OTHERSFiling 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 STATE/UCC DIVISION, TRENTON, NJ Date Filed 2011-10-03 Latest Info Received 12/20/12 Original UCC Filed Date 1999-08-05 Original Filing No.1922103 Collateral SECURITY INTEREST and proceeds Type Partial release Sec. Party IBM CREDIT CORPORATION, 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 Latest Info Received 05/16/12 Original UCC Filed Date 1999-08-05 Original Filing No.1922103 Collateral AGREEMENT and proceeds 13 6.a Packet Pg. 237 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) Type Partial releaseSec. Party IBM CREDIT LLC, ATLANTA, GADebtorSOFTWARE HOUSE INTERNATIONAL, INC.Filing No.1922103 Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2012-06-25 Latest Info Received 09/04/12 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 2012-08-01 Latest Info Received 09/28/12 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 STATE/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 02/28/13 Original UCC Filed Date 1999-08-05 Original Filing No.1922103 Collateral SECURITY INTEREST and proceeds 14 6.a Packet Pg. 238 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) Type Partial releaseSec. Party IBM CREDIT CORPORATION, ATLANTA, GADebtorSOFTWARE HOUSE INTERNATIONAL, INC.Filing No.1922103 Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2013-02-13 Latest Info Received 04/18/13 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 STATE/UCC 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 BANC OF AMERICA LEASING & CAPITAL, LLC, CHICAGO, IL Debtor SHI INTERNATIONAL CORP Filing No.26077512 Filed With SECRETARY OF STATE/UCC 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, NATIONALASSOCIATION, CHICAGO, IL Debtor SHI INTERNATIONAL CORP Filing No.26077512 Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2011-10-03 Latest Info Received 02/16/12 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. 15 6.a Packet Pg. 239 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) Filing No.51220974Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2015-06-25 Latest Info Received 07/31/15 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 intangibles(s) andproceeds - and OTHERS Type Original Sec. Party EVERBANK COMMERCIAL FINANCE, INC., PARSIPPANY, NJ Debtor SHI INTERNATIONAL CORP. Filing No.50451760 Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2013-02-21 Latest Info Received 03/18/13 Collateral Inventory and proceeds - Assets and proceeds - Account(s) and proceeds - Computer equipment andproceeds - and OTHERS Type Original Sec. Party SG EQUIPMENT FINANCE USA CORP., JERSEY CITY, NJ Debtor SHI INTERNATIONAL CORP. Filing No.50363506 Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2012-10-17 Latest Info Received 12/20/12 Collateral Accounts receivable and proceeds - Contract rights and proceeds Type Original Sec. Party JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, CHICAGO, IL Debtor SHI INTERNATIONAL CORP. Filing No.50219681 Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2012-04-04 Latest Info Received 04/19/12 16 6.a Packet Pg. 240 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) Collateral General intangibles(s) including proceeds and products - Computer equipment including proceeds andproducts - Equipment including proceeds and productsTypeOriginal Sec. Party HEWLETT-PACKARD FINANCIAL SERVICES COMPANY, BERKELEY HEIGHTS, NJ Debtor SHI INTERNATIONAL CORP. Filing No.50126880 Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2011-11-18 Latest Info Received 12/12/11 Collateral General intangibles(s) including proceeds and products - Computer equipment including proceeds andproducts - 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 STATE/UCC DIVISION, TRENTON, NJ Date Filed 2015-05-14 Latest Info Received 07/28/15 Government Activity Activity summaryBorrower (Dir/Guar)NOAdministrative Debt NOContractorYESGranteeNOParty excluded from federal program(s)NO Possible candidate for socio-economic program considerationLabour Surplus Area N/ASmall Business N/A8(A) firm N/A The details provided in the Government Activity section are as reported to Dun & Bradstreet by the federal government and other sources. 17 6.a Packet Pg. 241 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) Special Events Currency: Shown in USD unless otherwise indicated Special Events 02/24/2016 -MERGER/ACQUISITION :According to published reports, SHI International Corp. announced that it has acquired Eastridge, DUNS 124591228, (Winston Salem, NC). History & Operations Currency: Shown in USD unless otherwise indicated Company Overview Company Name:SHI INTERNATIONAL CORP. Doing Business As :SOFTWARE HOUSE INTERNATIONAL ,S H I Street Address:290 Davidson AveSomerset , NJ 08873 Phone:732 764-8888 Fax:732-805-0818 URL:http://www.shi.com History Is clear Operations Profitable Present management control 27 years Annual Sales 5,797,204,000 History The following information was reported: 05/06/2015 Officer(s): THAI LEE, CEOKOGUAN LEO, CHBHAL JAGGER, V PRESPAUL NG, CFO-SEC-V PRESMELISSA GRAHAM, V PRESCELESTE LEE, V PRESAL FITZGERALD, V PRES DIRECTOR(S) :THE OFFICER(S) The New Jersey Secretary of State'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. 18 6.a Packet Pg. 242 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) Operations 05/06/2015 Description: Provides computer programming services, specializing in software development or applications. Provides computer and dataprocessing, and preparation and data processing services.Has 15,000 account(s). 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. ft. 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 & Bradstreet's linkage or familytree products. Subsidiaries: This business has one subsidiary.Shi/Government 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 SICs enables us to be 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 Data Processing, Hosting, and Related Services Financials Company Financials: D&B 05/06/2015 Two-year Statement Comparative: Fiscal Consolidated Dec 31 2014 Fiscal Consolidated Dec 31 2013Current Assets 1,264,921,000 1,087,624,149Current Liabilities 1,011,455,000 873,910,309Current Ratio 1.25 1.24Working Capital 253,466,000 213,713,840Other Assets 40,967,000 42,138,512Net Worth 294,433,000 255,852,352 19 6.a Packet Pg. 243 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) Sales 5,797,204,000 5,003,074,575Long Term Liab 0 0Net Profit (Loss)89,269,000 74,773,105 Additional Financial Data Fiscal Consolidated statement dated DEC 31 2014 AssetsCash 84,268,000Accts Rec 1,122,641,000Inventory52,776,000Prepaid Exps & Sundry Receivable 5,236,000 Curr Assets 1,264,921,000 LiabilitiesAccts Pay 801,601,000Wholesale Financing Agree Advances 163,538,000Accruals45,814,000Due To Related Party 502,000 Curr Liabs 1,011,455,000Fixt & Equip 40,162,000Security Deposits & Other Assets 805,000 Total Assets 1,305,888,000 COMMON STOCK 100,000ADDIT. PD.-IN CAP 300,000ACCUM OTHER COMPREHENSIVE INCOME 1,895,000RETAINED EARNINGS 292,138,000 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 $794,000; 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 Nizam, 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 4Return on Net Worth %30.3 16.8 2 Short-Term Solvency Current Ratio 1.3 2.6 4Quick Ratio 1.2 2.0 3 20 6.a Packet Pg. 244 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) Efficiency Assets to Sales %22.5 88.1 1Sales / Net Working Capital 22.9 3.0 1 Utilization Total Liabilities / Net 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. 21 6.a Packet Pg. 245 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 97 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 ‐ Computer Accessories, Digital Telephones Acer ‐ Computers Acer ‐ Displays and monitors Acronis Software ‐ General Accessories and Telephony Acronis Software ‐ Software Acronis Software ‐ Software AddOn ‐ Cables AddOn ‐ General Accessories and Telephony AddOn ‐ Memory Adesso ‐ Computer Accessories, Digital Telephones Adobe ‐ Software Agate Software ‐ Software AlienVault ‐ Software Alliance Enterprises ‐ Software Altova ‐ Software APC by Schneider Electric ‐ Computer Accessories, Digital Telephones APC by Schneider Electric ‐ Racks Apple ‐ Computer Accessories, Digital Telephones Apple ‐ Computers Apple ‐ General Accessories and Telephony Apricorn ‐ Storage Products Arcserve ‐ Software AssetWorks ‐ Software ASUSTeK COMPUTER ‐ 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 Telephony Axiom Memory Solutions ‐ Memory Axiom Memory Solutions ‐ Storage Products Axway ‐ Software B&B Electronics Manufacturing Company ‐ General Accessories and Telephony 6.a Packet Pg. 246 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 98 Barracuda Networks ‐ General Accessories and Telephony 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 BMC Software ‐ Software Bomgar ‐ Software Box ‐ Software Brenthaven ‐ Computer Bags and Cases Brocade Communications Systems ‐ Computer Accessories, Digital Telephones Brocade Communications Systems ‐ Software Brocade Communications Systems ‐ Software Brother ‐ Computer Accessories, 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 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 Cellebrite ‐ Software Check Point Software Technologies ‐ General Accessories and Telephony Check Point Software Technologies ‐ Software 6.a Packet Pg. 247 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 99 Cherwell ‐ Software Chief Manufacturing ‐ Computer Accessories, Digital 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 CommVault Systems ‐ Software Comprehensive Cable ‐ Cables Condusiv Technologies ‐ Software Corel ‐ Software CrowdStrike ‐ Software CSI Technology Group ‐ Software Da‐Lite Screen ‐ General Accessories and Telephony Decision Lens ‐ Software Dell ‐ Batteries Dell ‐ Cables Dell ‐ Computer Accessories, Digital Telephones Dell ‐ Computer Bags and Cases Dell ‐ Computers Dell ‐ Displays and monitors Dell ‐ General Accessories and Telephony Dell ‐ Memory Dell ‐ Printers Dell ‐ Racks Dell ‐ Storage Products D‐Link Systems ‐ Computer Accessories, Digital Telephones DocuSign ‐ Software Dropbox ‐ Software Eaton Corporation ‐ Computer Accessories, Digital Telephones Eaton Corporation ‐ Racks EDGE Memory ‐ Memory EDGE Memory ‐ Storage Products Elite Screens ‐ General Accessories and Telephony Embarcadero Technologies ‐ Software Embarcadero Technologies ‐ Software EMC ‐ Software enChoice ‐ Software EntIT Software LLC ‐ Software EntIT Software LLC ‐ Software Epson ‐ Computer Accessories, Digital Telephones Epson ‐ General Accessories and Telephony Epson ‐ Printers eReplacements ‐ Batteries 6.a Packet Pg. 248 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 100 eReplacements ‐ General Accessories and Telephony Ergotron ‐ Computer Accessories, Digital Telephones Ergotron ‐ General Accessories and Telephony Erwin ‐ Software Erwin ‐ Software ESET ‐ Software Exabeam, Inc ‐ Software F5 Networks ‐ Software Faronics ‐ Software Fellowes ‐ General Accessories and Telephony FireEye ‐ Software Fischer International Identity ‐ Software Flexera Software ‐ Software Forcepoint LLC ‐ Software ForeScout Technologies ‐ Software ForgeRock ‐ Software Fortinet ‐ General Accessories and Telephony Fortinet ‐ Software Fortinet ‐ Software Fujifilm ‐ Cameras Fujitsu ‐ Batteries Fujitsu ‐ Computer Accessories, Digital Telephones Fujitsu ‐ Computer Bags and Cases Fujitsu ‐ Computers Fujitsu ‐ General Accessories and Telephony Fujitsu ‐ Memory Fujitsu ‐ Storage Products 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 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, Inc. ‐ Batteries HP, Inc. ‐ Computer Accessories, Digital Telephones HP, Inc. ‐ Computer Bags and Cases 6.a Packet Pg. 249 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 101 HP, 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 IBM ‐ Software Idera ‐ Software Imperva ‐ Software Imprivata, Inc. ‐ Software Incapsulate LLC ‐ Software Incipio Technologies ‐ Computer Bags and Cases Incipio 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 Ipswitch ‐ Software Ipswitch ‐ Software Ivanti ‐ Software Jabra ‐ General Accessories and Telephony JAMF Software ‐ Software JAMF Software ‐ Software Juniper Networks ‐ General Accessories and Telephony Kaspersky Labs ‐ Software Kaspersky Labs ‐ Software Kensington ‐ 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 6.a Packet Pg. 250 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 102 Lenovo ‐ Memory Lenovo ‐ Racks 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 LockPath, Inc ‐ Software Logitech ‐ Cameras Logitech ‐ Computer Accessories, Digital Telephones Logmein, Inc. ‐ Software LogRhythm ‐ Software Malwarebytes ‐ Software McAfee ‐ Software Micro Focus ‐ Software Micron Technology ‐ Memory Microsoft ‐ Cameras Microsoft ‐ Computer Accessories, Digital Telephones Microsoft ‐ Computers Microsoft ‐ Software Mimecast ‐ Software Mobile Edge ‐ Computer Bags and Cases Mobile Edge ‐ General Accessories and Telephony Modo Labs ‐ Software MuleSoft ‐ Software NEC ‐ Computer Accessories, Digital Telephones NEC ‐ Displays and monitors NEC ‐ General Accessories and Telephony NETGEAR ‐ Computer Accessories, Digital Telephones NETGEAR ‐ General Accessories and Telephony NetMotion Wireless ‐ Software NetOp ‐ Software Netscout Systems ‐ Software NetWrix Corporation ‐ Software Nimble Storage ‐ Software Nintex ‐ Software Nuance Communications ‐ Software Nutanix ‐ Software OGIO ‐ Computer Bags and Cases OKI ‐ Computer Accessories, Digital Telephones OKI ‐ Printers Olympus ‐ General Accessories and Telephony OpenText ‐ Software Oracle ‐ Software OtterBox ‐ General Accessories and Telephony Overland Storage ‐ Storage Products 6.a Packet Pg. 251 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 103 Palo Alto Networks ‐ Software Panasonic ‐ Batteries Panasonic ‐ Computer Accessories, Digital Telephones Panasonic ‐ Computers Panasonic ‐ Displays and monitors Panasonic ‐ General Accessories and Telephony Panasonic ‐ Office Supplies Panduit ‐ Cables Panduit ‐ General Accessories and Telephony Panduit ‐ Racks Pega ‐ Software Pega Systems ‐ Software Philips ‐ Displays and monitors Pitney Bowes ‐ Software Planar Systems ‐ Displays and monitors Plantronics ‐ General Accessories and Telephony PNY Technologies ‐ Memory Polycom ‐ General Accessories and Telephony PrinterLogic ‐ Software Promise Technology ‐ General Accessories and Telephony Proofpoint ‐ Software ProPhoenix ‐ Software QNAP Systems, Inc ‐ General Accessories and Telephony Qualtrics ‐ Software Qualys ‐ Software Quantum ‐ Storage Products Quest Software ‐ General Accessories and Telephony Quest Software ‐ Software Quest Software ‐ Software Quest Software ‐ Storage Products Rapid7 ‐ Software Raritan Computer ‐ Computer Accessories, Digital Telephones Red Gate Software ‐ Software Red Hat ‐ Software Ricoh ‐ Computer Accessories, Digital Telephones Ricoh ‐ Office Supplies Ricoh ‐ Printers Rocket Software, Inc. ‐ Software RSA Security ‐ Software Ruckus Wireless ‐ General Accessories and Telephony SailPoint ‐ Software Salesforce ‐ Software Salient Corporation ‐ Software Samsonite ‐ Computer Bags and Cases Samsung ‐ Batteries Samsung ‐ Computer Accessories, Digital Telephones Samsung ‐ Computers Samsung ‐ Displays and monitors 6.a Packet Pg. 252 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 104 Samsung ‐ General Accessories and Telephony Samsung ‐ Memory Samsung ‐ Office Supplies Samsung ‐ Storage Products SanDisk ‐ Memory SanDisk ‐ Storage Products SANS Institute ‐ Software SAP ‐ Software SAP BusinessObjects ‐ Software SAS Institute ‐ Software Seagate ‐ General Accessories and Telephony Seagate ‐ Storage Products Sennheiser ‐ General Accessories and Telephony 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 SonicWALL ‐ General Accessories and Telephony SonicWALL ‐ Software Sophos ‐ Software Spatial Data Logic ‐ Software Spillman Technologies, Inc. ‐ Software Splunk ‐ Software StarTech.com ‐ Cables StarTech.com ‐ Computer Accessories, Digital Telephones StarTech.com ‐ General Accessories and Telephony StarTech.com ‐ Racks StarTech.com ‐ Storage Products StorageCraft Technology ‐ Software SUPER MICRO Computer ‐ General Accessories and Telephony Swiftreach ‐ Software Symantec ‐ Software Symantec ‐ Software Tableau Software ‐ Software Tanium ‐ Software Targus ‐ Computer Bags and Cases Targus ‐ General Accessories and Telephony TechSmith ‐ Software Telerik ‐ Software Tenable Network Security ‐ Software Teradata ‐ Software ThreatTrack Security ‐ Software Thycotic ‐ Software 6.a Packet Pg. 253 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 105 Toshiba ‐ Computer Accessories, Digital Telephones Toshiba ‐ Computers Toshiba ‐ Storage Products Total Micro Technologies ‐ Batteries Total Micro Technologies ‐ General Accessories and Telephony Transcend Information ‐ Memory Transcend Information ‐ Storage Products Trend Micro ‐ Software Tripp Lite ‐ Batteries Tripp Lite ‐ Cables Tripp Lite ‐ Computer Accessories, Digital Telephones Tripp Lite ‐ General Accessories and Telephony Tripp Lite ‐ Racks TriTech Software Systems ‐ Software 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 Varonis ‐ Software Veeam Software ‐ Software Veeam Software ‐ Software Veracode ‐ Software Verbatim ‐ Computer Accessories, Digital Telephones Verbatim ‐ Memory Veritas Technologies LLC ‐ Software ViewSonic ‐ Computer Accessories, Digital Telephones ViewSonic ‐ Displays and monitors ViewSonic ‐ General Accessories and Telephony VIZIO ‐ Displays and monitors VMware ‐ Software Vmware ‐ Software WatchGuard Technologies ‐ General Accessories and Telephony Webroot Software ‐ Software Western Digital ‐ General Accessories and Telephony Western Digital ‐ Storage Products Xerox ‐ Computer Accessories, Digital Telephones Xerox ‐ General Accessories and Telephony Xerox ‐ Office Supplies Xerox ‐ Printers Zebra Technologies ‐ Batteries Zebra Technologies ‐ Cables Zebra Technologies ‐ Computer Accessories, Digital Telephones Zebra Technologies ‐ Printers Zix Corporation ‐ Software ZOHO Corporation ‐ Software 6.a Packet Pg. 254 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) 106 Zonar Systems ‐ Software Zscaler ‐ Software 6.a Packet Pg. 255 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) RFP #2018011 Item #Product Product / Group Proposed Discount Manufacturer Name Proposed Discount Manufacturer Name 1) Desktops 4%SHI's Full Catalog of Systems % 2) Notebooks 4%SHI's Full Catalog of Systems % 3) Tablets 4%SHI's Full Catalog of Systems % 4) Servers (1 Processor, 2 Processor, 4+ Processor, Blade, Tower, Unix, Handhelds, etc) 4%SHI's Full Catalog of Systems % 5) Keyboards 4%SHI's Full Catalog of Input Devices % A. Propose a national discount off list price pricing structure. These are the minimum discounts Supplier will offer to Participating Agencies. B. Describe the catalog or index that discounts will be taken. C. Describe any special manufacturer pricing available to Participating Agencies. D. Describe any special large order or large customer pricing or additional discounts available to Participating Agencies. E. Describe any products offered by Supplier that are not captured in the pricing matrix below. Describe how Supplier proposes to price those items. If applicable, you may add additional manufacturers/discounts Group 2 - Input Devices National Pricing Discount For each item listed on the National Priceing Tab, Offerors are encouraged to provide a discount off of a verifiable price list by all manufacturers proposed. For example, Group 2, Item 5 is Keyboards. Offeror(s) may wish to propose more than one manufacturer of keyboards, such as Logitech, Fellows, Belkin, Kensington, Tripplite, etc. Offeror(s) should provide a separate discount for each manufacturer being proposed. Offeror(s) should add additional columns to the pricing page(s) in order to accommodate additional manufacturers' discounts. In addition to indicating your proposed discounts, you must also apply those discounts to the sample items in the City of Mesa Market Basket tab (below). 1)Group 1 - Systems 2) 6.a Packet Pg. 256 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l 6) Mice 4%SHI's Full Catalog of Input Devices % 7) Imaging Scanners 4%SHI's Full Catalog of Input Devices % 8) POS Scanners 4%SHI's Full Catalog of Input Devices % 9) Pointing Devices 4%SHI's Full Catalog of Input Devices % 10) Bar Code Readers 4%SHI's Full Catalog of Input Devices % 11) Audio Input 4%SHI's Full Catalog of Input Devices % 12) Input Adapters 4%SHI's Full Catalog of Input Devices % 13) PC and Network Cameras 4%SHI's Full Catalog of Input Devices % 14) Input Cables 4%SHI's Full Catalog of Input Devices % 15) Input Accessories 4%SHI's Full Catalog of Input Devices % 16) Displays 4%SHI's Full Catalog of Output Devices % 17) Printers 4%SHI's Full Catalog of Output Devices % 18) Inkjet Printres 4%SHI's Full Catalog of Output Devices % 19) Inkjet Photo Printers 4%SHI's Full Catalog of Output Devices % 20) Laser Printers 4%SHI's Full Catalog of Output Devices % 21) Label Printers 4%SHI's Full Catalog of Output Devices % 3) Group 2 - Input Devices2) Group 3 - Output Devices 6.a Packet Pg. 257 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l 22) Dot Matrix Printers 4%SHI's Full Catalog of Output Devices % 23) Multi-Function Printers 4%SHI's Full Catalog of Output Devices % 24) Wide Format Printers 4%SHI's Full Catalog of Output Devices % 25) Multi-Function Inkjet Printers 4%SHI's Full Catalog of Output Devices % 26) Wide Format Printers 4%SHI's Full Catalog of Output Devices % 27) Fax Machine Printers 4%SHI's Full Catalog of Output Devices % 28) Printer Accessories 4%SHI's Full Catalog of Output Devices % 29) Projectors 4%SHI's Full Catalog of Output Devices % 30) Projector Accessories 4%SHI's Full Catalog of Output Devices % 31) Audio Input 4%SHI's Full Catalog of Output Devices % 32) Video Cards 4%SHI's Full Catalog of Output Devices % 33) Sound Cards 4%SHI's Full Catalog of Output Devices % 34) Output Accessories 4%SHI's Full Catalog of Output Devices % 35) Printer Consumables 4%SHI's Full Catalog of Output Devices % 36) Desktop 4%SHI's Full Catalog of Memory % 37) Flash 4%SHI's Full Catalog of Memory % 3) 4)Group 4 - Memory Group 3 - Output Devices 6.a Packet Pg. 258 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l 38) Networking 4%SHI's Full Catalog of Memory % 39) Notebook 4%SHI's Full Catalog of Memory % 40) Printer / Fax 4%SHI's Full Catalog of Memory % 41) Server 4%SHI's Full Catalog of Memory % 42) Adapters Fibre Channel 4%SHI's Full Catalog of Storage Devices % 43) Adapters FireWire / USB 4%SHI's Full Catalog of Storage Devices % 44) Adapters IDE/ATA/SATA 4%SHI's Full Catalog of Storage Devices % 45) Adapters RAID 4%SHI's Full Catalog of Storage Devices % 46) Adapters SCSI 4%SHI's Full Catalog of Storage Devices % 47) Bridges & Routers 4%SHI's Full Catalog of Storage Devices % 48) Disk Arrays 4%SHI's Full Catalog of Storage Devices % 49) Disk Arrays JBOD 4%SHI's Full Catalog of Storage Devices % 50) Drives Magneto-Optical 4%SHI's Full Catalog of Storage Devices % 51) Drives Removable Disks 4%SHI's Full Catalog of Storage Devices % 52) Fiber Channel Switches 4%SHI's Full Catalog of Storage Devices % 53) Hard Disks - External 4%SHI's Full Catalog of Storage Devices % Group 5 - Storage Devices 4) 5) Group 4 - Memory 6.a Packet Pg. 259 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l 54) Hard Disks - Fibre Channel 4%SHI's Full Catalog of Storage Devices % 55) Hard Disks - IDE/ATA/S 4%SHI's Full Catalog of Storage Devices % 56) Hard Disks - Notebook 4%SHI's Full Catalog of Storage Devices % 57) Hard Disks - SCSI 4%SHI's Full Catalog of Storage Devices % 58) Networking Accessories 4%SHI's Full Catalog of Storage Devices % 59) Optical Drives - CD-ROM 4%SHI's Full Catalog of Storage Devices % 60) Optical Drives - CD-RW 4%SHI's Full Catalog of Storage Devices % 61) Optical Drives - DVD-CD 4%SHI's Full Catalog of Storage Devices % 62) Optical Drives - DVD-RW 4%SHI's Full Catalog of Storage Devices % 63) Storage Accessories 4%SHI's Full Catalog of Storage Devices % 64) Storage - NAS 4%SHI's Full Catalog of Storage Devices % 65) Storage - SAN 4%SHI's Full Catalog of Storage Devices % 66) Tape Autoloaders -AIT 4%SHI's Full Catalog of Storage Devices % 67) Tape Autoloaders - DAT 4%SHI's Full Catalog of Storage Devices % 68) Tape Autoloaders - DLT 4%SHI's Full Catalog of Storage Devices % 69) Tape Autoloaders - LTO 4%SHI's Full Catalog of Storage Devices % Group 5 - Storage Devices5) 6.a Packet Pg. 260 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l 70) Tape Drives - 4mm 4%SHI's Full Catalog of Storage Devices % 71) Tape Drives - 8mm/VXA 4%SHI's Full Catalog of Storage Devices % 72) Tape Drives - AIT 4%SHI's Full Catalog of Storage Devices % 73) Tape Drives - DAT 4%SHI's Full Catalog of Storage Devices % 74) Tape Drives - DLT 4%SHI's Full Catalog of Storage Devices % 75) Tape Drives - LTO/Ultrium 4%SHI's Full Catalog of Storage Devices % 76) Tape Drives SDLT 4%SHI's Full Catalog of Storage Devices % 77) Tape Drives - Travan 4%SHI's Full Catalog of Storage Devices % 78) 10/100 Hubs & Switches 4%SHI's Full Catalog of Network Equipment % 79) Bridges & Routers 4%SHI's Full Catalog of Network Equipment % 80) Gigabit Hubs & Swtiches 4%SHI's Full Catalog of Network Equipment % 81) Concentrators & Multiplexers 4%SHI's Full Catalog of Network Equipment % 82) Hardware Firewalls 4%SHI's Full Catalog of Network Equipment % 83) Intrusion Detection 4%SHI's Full Catalog of Network Equipment % 84) KVM 4%SHI's Full Catalog of Network Equipment % 85) Modems 4%SHI's Full Catalog of Network Equipment % Group 6 - Network Equipment6) Group 5 - Storage Devices5) 6.a Packet Pg. 261 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l 86) Network Test Equipment 4%SHI's Full Catalog of Network Equipment % 87) Network Adapters 4%SHI's Full Catalog of Network Equipment % 88) Network Cables 4%SHI's Full Catalog of Network Equipment % 89) Network Accessories 4%SHI's Full Catalog of Network Equipment % 90) Repeaters & Transcievers 4%SHI's Full Catalog of Network Equipment % 91) Wireless LAN Accessories 4%SHI's Full Catalog of Network Equipment % 92) Token Authentication 4%SHI's Full Catalog of Network Equipment % 93) 10G Fiber Optic Transceivers 4%SHI's Full Catalog of Network Equipment % 94) 1G Fiber Optic Transceivers 4%SHI's Full Catalog of Network Equipment % 95) Licensing Packages (e.g. Microsoft) 4%SHI's Full Catalog of Software % 96) Licensing Backup 4%SHI's Full Catalog of Software % 97) Licensing Barcode/OC 4%SHI's Full Catalog of Software % 98) Licensing Business Application 4%SHI's Full Catalog of Software % 99) Licensing CAD/CAM 4%SHI's Full Catalog of Software % 100) Licensing - Cloning 4%SHI's Full Catalog of Software % 101) Licensing - Computer Services 4%SHI's Full Catalog of Software % Group 6 - Network Equipment6) Group 7 - Software7) 6.a Packet Pg. 262 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l 102) Licensince - Database 4%SHI's Full Catalog of Software % 103) Licensing - Development 4%SHI's Full Catalog of Software % 104) Licensing - Entertainment 4%SHI's Full Catalog of Software % 105) Licensing - Financial 4%SHI's Full Catalog of Software % 106) Licensing - Flow Chart 4%SHI's Full Catalog of Software % 107) Licensing - Graphic Design 4%SHI's Full Catalog of Software % 108) Licensing - Handheld 4%SHI's Full Catalog of Software % 109) Licensing - Network OS 4%SHI's Full Catalog of Software % 110) Licensing - OS 4%SHI's Full Catalog of Software % 111) Licensing - Personal Organization 4%SHI's Full Catalog of Software % 112) Licensing - Presentation 4%SHI's Full Catalog of Software % 113) Licensing - Reference 4%SHI's Full Catalog of Software % 114) Licensing - Report Analysis 4%SHI's Full Catalog of Software % 115) Licensing - Spreadhseet 4%SHI's Full Catalog of Software % 116) Licensing - Utilities 4%SHI's Full Catalog of Software % 117) Licensing - Warranties 4%SHI's Full Catalog of Software % Group 7 - Software7) 6.a Packet Pg. 263 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l 118) Licensing - Web Development 4%SHI's Full Catalog of Software % 119) Licensing - Word Processing 4%SHI's Full Catalog of Software % 120) Software - Backup 4%SHI's Full Catalog of Software % 121) Software - Barcode / OCR 4%SHI's Full Catalog of Software % 122) Software - Business Application 4%SHI's Full Catalog of Software % 123) Software - CAD/CAM 4%SHI's Full Catalog of Software % 124) Software - Cloning 4%SHI's Full Catalog of Software % 125) Software - Computer Services 4%SHI's Full Catalog of Software % 126) Software - Database 4%SHI's Full Catalog of Software % 127) Software - Development 4%SHI's Full Catalog of Software % 128) Software - Entertainment 4%SHI's Full Catalog of Software % 129) Software - Financial 4%SHI's Full Catalog of Software % 130) Software - Flow Chart 4%SHI's Full Catalog of Software % 131) Software - Graphic Design 4%SHI's Full Catalog of Software % 132) Software - Handheld 4%SHI's Full Catalog of Software % 133) Software - OS 4%SHI's Full Catalog of Software % Group 7 - Software7) 6.a Packet Pg. 264 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l 134) Software - Personal Organization 4%SHI's Full Catalog of Software % 135) Software - Presentation 4%SHI's Full Catalog of Software % 136) Software - Reference 4%SHI's Full Catalog of Software % 137) Software - Report Analysis 4%SHI's Full Catalog of Software % 138) Software - Spreadsheet 4%SHI's Full Catalog of Software % 139) Software - Utilities 4%SHI's Full Catalog of Software % 140) Software - Warranties 4%SHI's Full Catalog of Software % 141) Software - Web Development 4%SHI's Full Catalog of Software % 142) Software - Word Processing 4%SHI's Full Catalog of Software % 143) Media - 4mm tape 4%SHI's Full Catalog of Media Supplies % 144) Media - AIT tape 4%SHI's Full Catalog of Media Supplies % 145) Media - DAT tape 4%SHI's Full Catalog of Media Supplies % 146) Media - DLT tape 4%SHI's Full Catalog of Media Supplies % 147) Media LTO / Ultrium tape drive 4%SHI's Full Catalog of Media Supplies % 148) Media - Magneto - Optical 4%SHI's Full Catalog of Media Supplies % 149) Media - Optical 4%SHI's Full Catalog of Media Supplies % Group 7 - Software Group 8 - Media Supplies8) 7) 6.a Packet Pg. 265 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l 150) Media - SLR tape 4%SHI's Full Catalog of Media Supplies % 151) Media - Travan tape 4%SHI's Full Catalog of Media Supplies % 152) Media - VXA tape 4%SHI's Full Catalog of Media Supplies % 153) Media - zip 4%SHI's Full Catalog of Media Supplies % 154) IP phones 4%SHI's Full Catalog of Collobration and IP Telephony % 155) Video conferencing products 4%SHI's Full Catalog of Collobration and IP Telephony % 156) Voice gateways / servers 4%SHI's Full Catalog of Collobration and IP Telephony % 157) Headsets 4%SHI's Full Catalog of Collobration and IP Telephony % 158) Audo conferencing products 4%SHI's Full Catalog of Collobration and IP Telephony % 159) Analog phones 4%SHI's Full Catalog of Collobration and IP Telephony % 160) Accessories 4%SHI's Full Catalog of Collobration and IP Telephony % 161) Advanced Integration 4%SHI's Full Catalog of Other % 162) Asset Disposal 4%SHI's Full Catalog of Other % Group 9 - Collaboration & IP Telephony9) Group 8 - Media Supplies8) Group 10 - Other10) 6.a Packet Pg. 266 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l 163) Asset Management 4%SHI's Full Catalog of Other % 164) Cables 4%SHI's Full Catalog of Other % 165) Cables - custom 4%SHI's Full Catalog of Other % 166) Cables - printer 4%SHI's Full Catalog of Other % 167) Complex warranties 4%SHI's Full Catalog of Other % 168) Desktop Accessories 4%SHI's Full Catalog of Other % 169) Display Accessories 4%SHI's Full Catalog of Other % 170) Electronic Services 4%SHI's Full Catalog of Other % 171) Handheld Accessories 4%SHI's Full Catalog of Other % 172) Imaging Accessories 4%SHI's Full Catalog of Other % 173) Imaging - Camcorders 4%SHI's Full Catalog of Other % 174) Imaging - Digital Cameras 4%SHI's Full Catalog of Other % 175) Intrenal Lab Service 4%SHI's Full Catalog of Other % 176) Lab fees 4%SHI's Full Catalog of Other % 177) Managed Services 4%SHI's Full Catalog of Other % 178) Miscellaneous solutions 4%SHI's Full Catalog of Other % Group 10 - Other10) 6.a Packet Pg. 267 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l 179) Mounting hardware for vehicles 4%SHI's Full Catalog of Other % 180) Networking Warranties 4%SHI's Full Catalog of Other % 181) Notebook Accessories 4%SHI's Full Catalog of Other % 182) Notebook Batteries 4%SHI's Full Catalog of Other % 183) PC Lab order services 4%SHI's Full Catalog of Other % 184) POS Accessories 4%SHI's Full Catalog of Other % 185) POS Displays 4%SHI's Full Catalog of Other % 186) Power Accessories 4%SHI's Full Catalog of Other % 187) Power Surge Protection 4%SHI's Full Catalog of Other % 188) Power UPS 4%SHI's Full Catalog of Other % 189) Server Accessories 4%SHI's Full Catalog of Other % 190) Service Charge 4%SHI's Full Catalog of Other % 191) System Components 4%SHI's Full Catalog of Other % 192) Training Courses 4%SHI's Full Catalog of Other % 193) Training Reference Manuals 4%SHI's Full Catalog of Other % 194) Warranties - Electronic 4%SHI's Full Catalog of Other % Group 10 - Other10) 6.a Packet Pg. 268 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l 195) iPAD / Tablet Stylus 4%SHI's Full Catalog of Other % 196) Mouse / Wrist Pads 4%SHI's Full Catalog of Other % 197) Security Locks and Hardware 4%SHI's Full Catalog of Other % 198) Tools 4%SHI's Full Catalog of Other % 199) Document Scanner Accessories 4%SHI's Full Catalog of Other % 200) Flatbed Scanners 4%SHI's Full Catalog of Other % 201) Mobile Scanners 4%SHI's Full Catalog of Other % 202) Network Scanners 4%SHI's Full Catalog of Other % 203) Sheetfed Scanners 4%SHI's Full Catalog of Other % 204) Wide Format Scanners 4%SHI's Full Catalog of Other % 205) Workgroup / Department Scanner 4%SHI's Full Catalog of Other % 206) Build to Order Desktops 4%SHI's Full Catalog of Other % 207) Nettop 4%SHI's Full Catalog of Other % 208) Point of Sale 4%SHI's Full Catalog of Other % 209) Ultra Small Form Factor 4%SHI's Full Catalog of Other % 210) Apple / Mac Memory Upgrades 4%SHI's Full Catalog of Other % Group 10 - Other10) 6.a Packet Pg. 269 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l 211) Chips / SIMMs/SIPPs / ROMs 4%SHI's Full Catalog of Other % 212) Computer Cases 4%SHI's Full Catalog of Other % 213) CPUs / Fans 4%SHI's Full Catalog of Other % 214) Membory Accessories 4%SHI's Full Catalog of Other % 215) Motherboards / Chassis 4%SHI's Full Catalog of Other % 216) 1 - 2 port Serial Boards 4%SHI's Full Catalog of Other % 217) 3+ port Serial Boards 4%SHI's Full Catalog of Other % 218) Console Server 4%SHI's Full Catalog of Other % 219) Device Server 4%SHI's Full Catalog of Other % 220) Terminal Server 4%SHI's Full Catalog of Other % 221) Content Management 4%SHI's Full Catalog of Other % 222) Firewall / VPN Applicances 4%SHI's Full Catalog of Other % 223) Multifunction Security Appliances 4%SHI's Full Catalog of Other % 224) Network Camera Accessories 4%SHI's Full Catalog of Other % 225) Network Cameras 4%SHI's Full Catalog of Other % 226) Physical/Environmental Security 4%SHI's Full Catalog of Other % Group 10 - Other10) 6.a Packet Pg. 270 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l 227) Security Applicance Accessories 4%SHI's Full Catalog of Other % 228) Security Tokens 4%SHI's Full Catalog of Other % 229) Unified Threat Management 4%SHI's Full Catalog of Other % 230) 2-way Radios / Walkie Talkies 4%SHI's Full Catalog of Other % 231) Apple Notebooks 4%SHI's Full Catalog of Other % 232) Convertible PCs / Slate PCs / iPAD 4%SHI's Full Catalog of Other % 233) iPAD 4%SHI's Full Catalog of Other % 234) Slate Tablet Computers 4%SHI's Full Catalog of Other % 235) GPS / PDA 4%SHI's Full Catalog of Other % 236) Wireless Communication Devices 4%SHI's Full Catalog of Other % 237) Batteries 4%SHI's Full Catalog of Other % 238) Power Supplies / Adapters 4%SHI's Full Catalog of Other % 239) Rackmountain Equipment 4%SHI's Full Catalog of Other % 240) Remote Power Management 4%SHI's Full Catalog of Other % 241) Surge Suppressors 4%SHI's Full Catalog of Other % 242) UPS / Battery Backup 4%SHI's Full Catalog of Other % Group 10 - Other10) 6.a Packet Pg. 271 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l 243) 14" & smaller LCD Display 4%SHI's Full Catalog of Other % 244) 15-19" LCD Display 4%SHI's Full Catalog of Other % 245) 15-19" Wide LCD Display 4%SHI's Full Catalog of Other % 246) 15-19" Wide LED Display 4%SHI's Full Catalog of Other % 247) 20-30" LCD Display 4%SHI's Full Catalog of Other % 248) 20-30" Wide LCD Display 4%SHI's Full Catalog of Other % 249) 20-30" Wide LED Display 4%SHI's Full Catalog of Other % 250) PCoIP and Zero Client Displays 4%SHI's Full Catalog of Other % 251) Arm Mounts 4%SHI's Full Catalog of Other % 252) Ceiling Mounts 4%SHI's Full Catalog of Other % 253) Combo Mounts 4%SHI's Full Catalog of Other % 254) Desktop Stands / Risers 4%SHI's Full Catalog of Other % 255) Flat Wlal Mounts 4%SHI's Full Catalog of Other % 256) Mount Accessories 4%SHI's Full Catalog of Other % 257) Pole Display 4%SHI's Full Catalog of Other % 258) Stands / Carts / Feet 4%SHI's Full Catalog of Other % Group 10 - Other10) 6.a Packet Pg. 272 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l 259) Tilt Wall Mounts 4%SHI's Full Catalog of Other % 260) C-Cure Products 4%SHI's Full Catalog of Other % 261) Istar Products 4%SHI's Full Catalog of Other % SERVICE STANDARD HOURLY RATE DISCOUNT FROM STANDARD RATE Design and Analysis 125.00$ 4% Configuration 165.00$ 4% Implementation 185.00$ 4% Installation 185.00$ 4% Training 99.00$ 4% Maintenance & Support 99.00$ 4% Additional Services Offered (please list any additional services offered and applicable discount / fees on a separate page and attach)% Respondents please add Respondents please add Respondents please add Respondents please add Respondents please add Respondents please add Respondents please add SHI will work with local partners when possible to insure the City is getting the best value. Prices for Services will vary depending on the local partners. The rates below are an average. 12) Group 12 - Additional Products/Services Not Identified Group 11 - Services11) Group 10 - Other10) 6.a Packet Pg. 273 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l 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.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. 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. 6.a Packet Pg. 274 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l 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.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. 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. 6.a Packet Pg. 275 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l Item Description Item Number Unit of Measure % Off Catalog Discount (As identifed on National Pricing Tab) MSRP Price Extended Price (MSRP - % Off Catalog) HP EliteBook x360 1030 G2 (Energy Star)1BS95UT#ABA EA 4.00% $ 1,339.00 $ 1,285.44 10.5-inch Apple iPad Pro Wi-Fi + Cellular 64GB - Space Gray MQEY2LL/A EA 4.00% $ 825.00 $ 792.00 Dell OptiPlex 7050 Small Form Factor S028O7050SFFUSR 83F9F EA 4.00%$1,055.45 $ 1,013.23 Dell Latitude 5480 Laptop S022L548014USR 4C99R EA 4.00%$1,143.91 $ 1,098.16 Samsung Galaxy Tab E - Tablet - Android 6.0 (Marshmallow) - 16GB - 8" - 4G SM-T377VZKAVZW EA 4.00% $ 210.00 $ 201.60 Logitech MX800 Wireless Keyboard & Mouse 920-006237 EA 4.00% $ 141.00 $ 135.36 Microsoft Designer Bluetooth Desktop Keyboard and Mouse set 7N9-00001 EA 4.00% $ 83.00 $ 79.68 Microsoft Wireless Comfort Desktop 5050 Keyboard and Mouse set PP4-00001 EA 4.00% $ 58.00 $ 55.68 Logitech MK120 USB Wired Keyboard/Mouse set 920-002565 EA 4.00% $ 14.00 $ 13.44 Kensington Pro Fit Keyboard and Mouse set K72324US EA 4.00% $ 32.00 $ 30.72 HP 27ER 27 Inch Display T3M88AA#ABA EA 4.00%$241.63 $ 231.96 HP DesignJet T830 36-in Multifunction Printer F9A30A#B1K EA 4.00% $ 6,907.00 $ 6,630.72 Dell UltraSharp 27" 4K Monitor U2718Q EA 4.00% $ 643.00 $ 617.28 InFocus IN1116 - DLP Projector - Portable - 3D IN1116 EA 4.00% $ 887.00 $ 851.52 PNY NVIDIA NVS 810 Graphics Card - 2GPU's - NVS 810 - 4GB VCNVS810DVI-PB EA 4.00% $ 704.00 $ 675.84 Kingston DDR4-32 GB- DIMM 288-pin KTH-PL424/32G EA 4.00% $ 410.00 $ 393.60 Cisco DDR4-32 GB- DIMM 288-pin UCS-MR-1X322RV-A EA 4.00%$710.48 $ 682.06 Cisco DDR3L-32 GB- LRDIMM 240-pin UCS-ML-1X324RY-A EA 4.00%$821.34 $ 788.49 Kingston DDR3-64 GB- DIMM 240-pin KVR16R11D4K4/64 CT64G4LFQ424A EA 4.00%$978.90 $ 939.75 Proline - DDR - 1GB - DIMM 184-pin ASA5510-MEM-1GBCDW EA 4.00% $ 237.51 $ 228.01 Western Digital Red 6 TB internal HD WD60EFRX EA 4.00% $ 261.00 $ 250.56 6.a Packet Pg. 276 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l Seagate Video 3.5 HDD ST4000VM000 4TB ST40000VM000 ST4000VX007 EA 4.00%$134.30 $ 128.93 Dell PowerVault RD1000 RDX USB external RD1000 EA 4.00% $ 162.00 $ 155.52 Samsung 850 EVO 250 GB Internal SSD MZ-75E250B/AM EA 4.00% $ 113.00 $ 108.48 SanDisk Cruzer Blade - USB flash drive 8 GB SDCZ50-008G-B35 EA 4.00% $ 6.00 $ 5.76 Cisco Nexus 7000 Series - Switch - Rack Mountable - With Fan Tray N7K-C7010=EA 4.00% $ 17,700.00 $ 16,992.00 Extreme Networks C-Series C5 C5G124-24P2 Switch 24 ports Managed C5G124-24P2 EA 4.00%$4,895.06 $ 4,699.26 Juniper EX4200 24F - Switch - Managed EX4200-24F-TAA EA 4.00%$10,758.00 $ 10,327.68 Ruckus ZoneFlex R600 - Wireless Access Point 901-R600-US00 EA 4.00% $ 811.00 $ 778.56 Juniper EX 2200 24P switch managed EX2200-24P-4G EA 4.00% $ 1,433.00 $ 1,375.68 Adobe Acrobat Pro 2017 - License - 1User 65280374AF01A00 EA 4.00%$407.97 $ 391.65 Adobe Acrobat Standard 2017 - License - 1 User 65280416AD01A00 EA 4.00% $ 310.00 $ 297.60 Microsoft Project Professional 2016 - Box Pack - 1PC H30-05451 EA 4.00% $ 1,021.00 $ 980.16 Microsoft Windows 10 Pro License 1User FQC-08930 EA 4.00% $ 157.00 $ 150.72 Nuance Dragon Naturally Speaking Premium Box Pack Version (13) 1User K609A-G00-13.0 EA 4.00% $ 195.00 $ 187.20 Verbatim DataLifePlus DVD-R Media 50 Pack 95078 PK 4.00% $ 19.00 $ 18.24 Memorex DVD+R x 25 Storage media 05618 05638 PK 4.00%$18.10 $ 17.38 Kingston Data Traveler SE9 G2 16GB USB 3.0 DTSE9G2/16GB EA 4.00% $ 15.00 $ 14.40 Apricorn Aegis Secure Key 3.0 - USB Flash Drive - 120GB ASK3-120GB EA 4.00% $ 236.00 $ 226.56 Optical Quantum White Inkjet Hub Printable BD-R OQBDRDL06WIPH-25 EA 4.00%$72.36 $ 69.47 OpenScape Desk Phone IP 55G SIPL30250-F600-C281 EA 4.00%$528.50 $ 507.36 MediaTrix C711 8 FXS Gateway C711-01-MX-D2000-K-000 EA 4.00%$371.20 $ 356.35 Avaya Business Series Terminal T7208 - Digital Phone NT8B26AAMAE6 EA 4.00%#N/A #N/A APC1500VA SMT1500 EA 4.00% $ 524.00 $ 503.04 APC Smart-UPS X 3000VA Rack UPS SMX3000RMLV2U EA 4.00% $ 1,547.00 $ 1,485.12 AirMagnet Survey Pro/Planner and Spectrum XT Bundle - License and Media (1 license)AM/A1580 EA 4.00% $ 5,610.00 $ 5,385.60 6.a Packet Pg. 277 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l Total Price $ 62,157.82 DELIVERY: See Specifications and/or Mesa Standard Terms and Conditions. Vendor Name __SHI International Corp___ 6.a Packet Pg. 278 At t a c h m e n t : E x h i b i t A M a s t e r A g r e e m e n t ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l 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 Liability 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. 6.b Packet Pg. 279 At t a c h m e n t : E x h i b i t B I n s u r a n c e R e q u i r m e n t s F o r S e r v i c e C o n t r a c t s ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m 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 A:VII. 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. 6.b Packet Pg. 280 At t a c h m e n t : E x h i b i t B I n s u r a n c e R e q u i r m e n t s F o r S e r v i c e C o n t r a c t s ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m Product Matrix Commvault Veritas Rubrik VEEAM Hypervisor Number of Hypervisors Supported 11 2 2 2 Windows Windows Support Yes Yes Yes Yes UNIX/Linux UNIX/Linux Support Yes Yes No No Multi-Cloud Is there native support for the ability to use two (or more) cloud vendors in the same manner as on-prem storage? Yes Limited Limited Limited Role Based Can the product use "role based" authentication for administration? Yes Yes No Limited Cross Hypervisor Is there native support for the ability to use two (or more) Hypervisors, and move between them in the same manner as physical compute? Yes No No No Reporting Can the product generate enterprise reports?Built-In Built-In Built-In Separate Application Snapshot Arrays How many arrays can the product manage snapshots from? 250 3 1 3 Global DeDupe Can the product globally de- dupe the data under management? Yes 96TB Max Yes Separate Application Copy Management Can the product manage multiple copies of data under management? Yes Separate Product Yes No Features 6.c Packet Pg. 281 At t a c h m e n t : E x h i b i t C P r o d u c t M a t r i x ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) Product Matrix Applications What enterprise application levels are supported by the product? Broad Support Limited Limited MS and Oracle Language Support Does the product support multiple languages?Yes Yes English Only Yes Archive Can the product manage data as an archive?Yes Separate Product Limited No eDiscovery Can the product produce e- Discovery related information and legal hold against the data managed in the archive? Yes Separate Product No No Endpoint Can the product manage the protection of endpoints (end user compute devices)? Yes Separate Product No No 6.c Packet Pg. 282 At t a c h m e n t : E x h i b i t C P r o d u c t M a t r i x ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) PARTICIPATING ADDENDUM - 1 OF 5 (City of Kent and SHI International Corp – June 4, 2018) 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 _________________________________ 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. 6.d Packet Pg. 283 At t a c h m e n t : S H I - N a t i o n a l I P A - P a r t i c i p a t i n g A d d e n d u m ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) PARTICIPATING ADDENDUM - 2 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 or in connection with 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. 6.d Packet Pg. 284 At t a c h m e n t : S H I - N a t i o n a l I P A - P a r t i c i p a t i n g A d d e n d u m ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) PARTICIPATING ADDENDUM - 3 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. Indemnification. To the fullest extent permitted by law, Contractor, its successors, assigns and guarantors, shall pay, defend, indemnify and hold harmless the City, its agents, representatives, officers, directors, officials and employees from and against all third party allegations, demands, proceedings, suits, actions, claims, including claims of US patent or copyright infringement by Contractor, damages, losses, expenses, including but not limited to, attorney fees, court costs, and the cost of appellate proceedings, and all claim adjusting and handling expense, related to, arising from or out of or resulting from any negligent actions, acts, errors, mistakes or omissions caused in whole or part by Contractor relating to work, services and/or products provided in the performance of this agreement, including but not limited to, any subcontractor or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable and any injury or damages claimed by any of Contractor’s and subcontractors’ employees. In all instances requiring indemnification, Contractor shall receive prompt notification and receive reasonable assistance from the City at Contractor’s expense for the defense of any such actions. 2.7. 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 6.d Packet Pg. 285 At t a c h m e n t : S H I - N a t i o n a l I P A - P a r t i c i p a t i n g A d d e n d u m ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) PARTICIPATING ADDENDUM - 4 OF 5 (City of Kent and SHI International Corp – 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; provided, however, nothing in this paragraph will be construed to limit the City's right to indemnification under Section 2.5 of this Addendum. 2.8. 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: City of Kent SHI International Corp. Dept. of Information Technology 220 Fourth Avenue South Kent, WA 98032 2.9. Counterparts and Signatures by Fax or 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. / / / / / / / / / / 6.d Packet Pg. 286 At t a c h m e n t : S H I - N a t i o n a l I P A - P a r t i c i p a t i n g A d d e n d u m ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) PARTICIPATING ADDENDUM - 5 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: SHI INTERNATIONAL CORP. By: (signature) Print Name: Its: (title) DATE: CITY: CITY OF KENT By: (signature) Print Name: Dana Ralph Its Mayor (title) DATE: APPROVED AS TO FORM: Kent Law Department P:\Civil\Files\Open Files\0073-IT-General-2018\SHI_Corp_International-CommVault\SHI-NationalIPA-ParticipatingAddendum.doc 6.d Packet Pg. 287 At t a c h m e n t : S H I - N a t i o n a l I P A - P a r t i c i p a t i n g A d d e n d u m ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) City of Kent WA Pricing Proposal Quotation #: 15199054 Created On: Apr-18-2018 Valid Until: Jul-31-2018 lnside Account Manager Jon Franklin 290 Davidson Ave Somerset, NJ 08873 Phone: 800.477-6479 Fax: 800477-6479 Email: Jon_Franklin@shi.com Oty Your Price Total James Endicott 220 4Th Ave S Kent, WA 98032 United States Phone: (253) 856 4620 Fax: Email: jendicott@kentwa.gov All Prices are in US Dollar (USD) Product Commvault 96 TB Raw Capacity Hyper Converged lnfrastructure for Existing lnstalls: Upfront Payment, 3 Year Subscription CommVault Systems - Part#: CN-CV-E-1396-31 Contract Name: NASPO ValuePoint - Software VAR Contract #: ADSPOl 6-1 30651 Subcontract #: 0601 6 Note: Commcell Serial Number F964F 4 $50,756.69 $203,026.76 *Tax $20,302.68 Total $223,329.44 *Tax is estimated. lnvoice will include the full and final tax due. Additional Comments Please Note: Commvault has a zero returns policy The Products offered under this proposal are subject to the SHI Retum Policy posted at vrww.shi.com/returnpolicv. unless there is an existing agreement between SHI and the Customer. 6.e Packet Pg. 288 At t a c h m e n t : E x h i b i t D Q u o t e 1 ( 1 2 7 5 : B a c k u p a n d R e c o v e r y S y s t e m C o n t r a c t f o r T e c h n i c a l S y s t e m U p g r a d e ) INFORMATION TECHNOLOGY DEPARTMENT Mike Carrington 220 Fourth Avenue South Kent, WA 98032-5895 253-856-4600 DATE: June 19, 2018 TO: Operations Committee SUBJECT: Rimini Street Professional Services MOTION: Recommend Council to authorize the Mayor to sign all necessary documents to enter into an agreement with Rimini Street, Incorporated to replace the existing agreements with oracle and DLT solutions, subject to final terms and condition acceptable to the Information Technology Director and City Attorney, for a total amount not to exceed $517,655 SUMMARY: Rimini Street, Incorporated will provide JD Edwards technical support, maintenance and related professional services for our ERP/Enterprise Resource Planning system, as well as Oracle Database support for KIVA, the City’s Permit Management system. Rimini Street will provide direct support for JDE upgrades, including but not limited to annual regulatory and compliance federal mandates, and provide best-in-class professional services. Staff is recommending this change in service providers to support both a substantial overall cost savings while at the same time facilitating the ability for the City to work through one vendor for most if not all JD Edwards and Oracle support needs. BUDGET IMPACT: Funding for these services will be covered by previously approved related line items from the City’s adopted 2017 - 2018 Capital Biennial Budget. 2017 2018 Product Name DLT Total (5 yr) Rimini Street Total (5 yr) Net Savings Oracle Database $ 61,404 $ 307,022 $ 32,032 $ 160,160 $ 146,862 Oracle 8 Universal Power Unit $ 7,825 $ 39,123 $ 0 $ 0 $ 39,123 Oracle JD Edwards Enterprise One $ 130,911 $ 654,556 $ 71,499 $ 357,495 $ 297,061 $ 1,000,701 $ 517,655 $ 483,047 SUPPORTS STRATEGIC PLAN GOAL: Innovation Government, Authentic Connectivity and Communication 7 Packet Pg. 289 ATTACHMENTS: 1. ConsultantServicesAgreement-AP 061318Draft (DOCX) 2. RSI + City of Kent SOW 1 (JDE) 06142018 RSI revised (DOCX) 3. RSI + City of Kent SOW 2 (DB) 06142018 (002) (DOCX) 7 Packet Pg. 290 SUPPORT, MAINTENANCE, AND CONSULTANTING SERVICES AGREEMENT - 1 AGREEMENT FOR SUPPORT, MAINTENANCE, AND CONSULTING SERVICES between the City of Kent and Rimini Street, Inc. THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Rimini Street, Inc. organized under the laws of the State of Delaware, located and doing business at 3993 Howard Huges Parkway, Suite 500, Las Vegas, NV 89169 (hereinafter the "Consultant"). I. DESCRIPTION OF WORK. Consultant shall perform the following services for the City in accordance with the following described plans and/or specifications: Technological support, maintenance, and consulting services for the City's J.D. Edwards, Oracle, and other systems as may be requested, in accordance with Statements of Work ("SOW") that will direct and control Consultant's work under this Agreement, which SOWs the parties may periodically negotiate and adopt throughout the term of this Agreement. Once mutually agreed to and signed by an authorized representative of each party to this Agreement, the Statements of Work shall become a part of this Agreement. While the Statements of Work will describe the work to be performed by Consultant, they shall not otherwise alter this Agreement's terms and conditions, including the compensation to paid, the applicable contract term, or other substantive and material terms of this Agreement. In the event any Statement of Work includes contractual terms that are new, different, or otherwise do not directly establish work tasks the Consultant will perform, the parties intend that those terms shall not apply and the terms of this Agreement will instead control. Therefore, should a Statement of Work result in the need for additional compensation to be paid under this Agreement outside of that contemplated for in Section III, a mutually negotiated amendment to this Agreement will be required before any additional payment will be due and owing by the City. Attached and incorproated as Exhibits A and B are the first two Statements of Work that will guide Consultant's work under this Agreement. Exhibit A pertains to support, maintenance, and consulting services for the City's J.D. Edwards system, and Exhibit B pertains to support, maintenance, and consulting services for the City's Oracle system. Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices within the Puget Sound region in effect at the time those services are performed. II. TERM. This Agreement shall remain effective through August 31, 2023. The parties agree that work will begin on the tasks described in Section I above immediately on the effective date of this Agreement, and the Consultant shall complete the tasks within the timelines provided for within the adopted SOWs and this Agreement. III. COMPENSATION. 7.a Packet Pg. 291 At t a c h m e n t : C o n s u l t a n t S e r v i c e s A g r e e m e n t - A P 0 6 1 3 1 8 D r a f t ( 1 2 7 6 : R i m i n i S t r e e t P r o f e s s i o n a l S e r v i c e s ) SUPPORT, MAINTENANCE, AND CONSULTANTING SERVICES AGREEMENT - 2 A. The total compensation paid for the services described in this Agreement throughout its term shall not exceed $817,649, including applicable Washington State sales tax. This is the maximum amount to be paid under this Agreement for the work described in Section I above, and shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed amendment to this agreement. B. The Consultant will be paid a flat fee for all support and maintenance services provided for under the SOWs in accordance with the following schedule. Additional consulting services for system implementation, customization services, or other ad hoc consulting services not included within Consultant’s support and maintenance services, will be charged and paid on a time and materials basis. The following rates shall apply to all work performed under this Agreement: 1. SOW #1 – J.D. Edwards – Maintenance and Support: An annual support and maintenance fee will be charged at a flat rate of $64,999, plus tax. This annual support and maintenance fee will remain fixed throughout the term of this Agreement. The total 5-year cost for these services, including tax, is $357,494.50. 2. SOW #2 – Oracle – Maintenance and Support: An annual support and maintenance fee will be charged at a flat rate of $29,120, plus tax. This annual support and maintenance fee will remain fi xed throughout the term of this Agreement. The total 5-year cost for these services, including tax, is $160,154.50. Total combined 5-year cost: $517,649.00 C. Upon the effective date of this Agreement, the Consultant shall issue the City an invoice for the first year’s annual maintenance and support fees of the City’s J.D. Edwards and Oracle systems ($71,498.90 and $32,030.90, respectively). Thereafter, Consultant shall invoice the City annually for that year’s support and maintenance fees, at least 60 days before support and maintenance service term begins for that new year. D. Consultant shall invoice the City monthly for ad hoc consulting work performed, and a final bill upon completion of all services described in this Agreement. E. Upon its receipt of a proper invoice, the City shall provide payment within forty-five (45) days. If the City objects to all or any portion of an invoice, it shall no tify the Consultant and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Consultant has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Consultant maintains and pays for its own place of business from which Consultant’s services under this Agreement will be performed. C. The Consultant has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Consultant’s services, or the Consultant is engaged in an independentl y established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Consultant is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. 7.a Packet Pg. 292 At t a c h m e n t : C o n s u l t a n t S e r v i c e s A g r e e m e n t - A P 0 6 1 3 1 8 D r a f t ( 1 2 7 6 : R i m i n i S t r e e t P r o f e s s i o n a l S e r v i c e s ) SUPPORT, MAINTENANCE, AND CONSULTANTING SERVICES AGREEMENT - 3 E. The Consultant has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Consultant’s business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Consultant maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. After termination, the City may take possession of all records and data within the Consultant’s possession pertaining to this project, which may be used by the City without restriction. If the City’s use of Consultant’s records or data is not related to this project, it shall be without liability or legal exposure to the Consultant. VI. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Consultant, its subcontractors, or any person acting on behalf of the Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, sexual o rientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. Consultant shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. VII. INDEMNIFICATION. Consultant shall 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 or in connection with the Consultant's performance of this Agreem ent, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of Consultant's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's duty to defend, indemnify, and hold the City harmless, and Consultant’s liability accruing from that obligation shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event Consultant refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Consultant’s part, then Consultant shall pay all the City’s costs for defense, including all reasonable e xpert witness fees and reasonable attorneys’ fees, plus the City’s legal costs and fees incurred because there was a wrongful refusal on the Consultant’s part. The provisions of this section shall survive the expiration or termination of this Agreement. VIII. INSURANCE. The Consultant shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit C attached and incorporated by this reference. 7.a Packet Pg. 293 At t a c h m e n t : C o n s u l t a n t S e r v i c e s A g r e e m e n t - A P 0 6 1 3 1 8 D r a f t ( 1 2 7 6 : R i m i n i S t r e e t P r o f e s s i o n a l S e r v i c e s ) SUPPORT, MAINTENANCE, AND CONSULTANTING SERVICES AGREEMENT - 4 IX. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable accuracy of any information supplied by it to Consultant for the purpose of completion of the work under this Agreement. X. OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents, drawings, designs, reports, or any other records developed or created under this Agreement shall belong to and become the property of the City. All records submitted by the City to the Consultant will be safeguarded by the Consultant. Consultant shall make such data, docu ments, and files available to the City upon the City’s request. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington. As such, the Consultant agrees to cooperate fully with the City in satisfying the City’s duties and obligations under the Public Records Act. The City’s use or reuse of any of the documents, data, and files created by Consultant for this project by anyone other than Consultant on any other project shall be without liability or legal exposure to Consultant. XI. CITY'S RIGHT OF INSPECTION. Even though Consultant is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion. XII. WORK PERFORMED AT CONSULTANT'S RISK. Consultant shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIII. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall 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 Agreement, the exclusive means of resolving that dispute, difference or claim, shall 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 to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall 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; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section VII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, 7.a Packet Pg. 294 At t a c h m e n t : C o n s u l t a n t S e r v i c e s A g r e e m e n t - A P 0 6 1 3 1 8 D r a f t ( 1 2 7 6 : R i m i n i S t r e e t P r o f e s s i o n a l S e r v i c e s ) SUPPORT, MAINTENANCE, AND CONSULTANTING SERVICES AGREEMENT - 5 the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provis ions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Consultant. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documen ts are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Public Records Act. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Consultant in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Consultant agrees to cooperate fully with the City in satisfying the City’s duties and obligations under the Public Records Act. J. City Business License. Because it is anticipated that the Consultant will provide all services under this Agreement remotely, it is not necessary that the Consultant obtain a city of Kent business license under Chapter 5.01 of the Kent City Code. Should the nature of the Consultant’s services change, this business license requirement may apply and the Consultan t may need to acquire a business license in the future. By its signature below, the Consultant affirms that it has reviewed Chapter 5.01 of the Kent City Code, understands it terms, and agrees to abide by its requirements. K. Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effect ive on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. CONSULTANT: By: (signature) Print Name: Its (title) DATE: CITY OF KENT: By: (signature) Print Name: Dana Ralph Its Mayor DATE: NOTICES TO BE SENT TO: CONSULTANT: NOTICES TO BE SENT TO: CITY OF KENT: 7.a Packet Pg. 295 At t a c h m e n t : C o n s u l t a n t S e r v i c e s A g r e e m e n t - A P 0 6 1 3 1 8 D r a f t ( 1 2 7 6 : R i m i n i S t r e e t P r o f e s s i o n a l S e r v i c e s ) SUPPORT, MAINTENANCE, AND CONSULTANTING SERVICES AGREEMENT - 6 [Insert Contact Name] [Insert Company Name] [Insert Address] [Address - Continued] [Insert Telephone Number] (telephone) [Insert Fax Number] (facsimile) Annette Pape, Project Manager/Business Analyst City of Kent Information Technology Dept. 220 Fourth Avenue South Kent, WA 98032 (253) 856-______ (telephone) (253) 856-______ (facsimile) APPROVED AS TO FORM: Kent Law Department ATTEST: Kent City Clerk [In this field, you may enter the electronic filepath where the contract has been saved] 7.a Packet Pg. 296 At t a c h m e n t : C o n s u l t a n t S e r v i c e s A g r e e m e n t - A P 0 6 1 3 1 8 D r a f t ( 1 2 7 6 : R i m i n i S t r e e t P r o f e s s i o n a l S e r v i c e s ) EEO COMPLIANCE DOCUMENTS - 1 DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City’s equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City’s sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. By: ___________________________________________ For: __________________________________________ Title: _________________________________________ Date: _________________________________________ 7.a Packet Pg. 297 At t a c h m e n t : C o n s u l t a n t S e r v i c e s A g r e e m e n t - A P 0 6 1 3 1 8 D r a f t ( 1 2 7 6 : R i m i n i S t r e e t P r o f e s s i o n a l S e r v i c e s ) EEO COMPLIANCE DOCUMENTS - 2 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City’s nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City’s equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. 7.a Packet Pg. 298 At t a c h m e n t : C o n s u l t a n t S e r v i c e s A g r e e m e n t - A P 0 6 1 3 1 8 D r a f t ( 1 2 7 6 : R i m i n i S t r e e t P r o f e s s i o n a l S e r v i c e s ) EEO COMPLIANCE DOCUMENTS - 3 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as that was entered into on the (date), between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. By: ___________________________________________ For: __________________________________________ Title: _________________________________________ Date: _________________________________________ 7.a Packet Pg. 299 At t a c h m e n t : C o n s u l t a n t S e r v i c e s A g r e e m e n t - A P 0 6 1 3 1 8 D r a f t ( 1 2 7 6 : R i m i n i S t r e e t P r o f e s s i o n a l S e r v i c e s ) Page 1 of 12 Rimini Street, Inc. Proprietary & Confidential Statement of Work No. 1 J.D. Edwards Support Services This Statement of Work No. 1 – J.D. Edwards Support Services (“JDE SOW”) is issued pursuant to that certain Master Services Agreement dated on or about ______________________ (the “Agreement”) between the City of Kent, Washington (“Client”) and Rimini Street, Inc. (“Rimini Street”). This JDE SOW is effective as of the date of the last signature of the Parties below (“JDE SOW Effective Date”). Unless otherwise indicated herein, capitalized terms used in this JDE SOW without definition shall have the respective meanings specified in the Agreement and all section, schedule and attachment references in this JDE SOW shall be to applicable sections, schedules and attachments of the Agreement. To the extent that the terms and conditions set forth in this JDE SOW and Schedules attached hereto conflict with the terms and conditions of the Agreement, the terms and conditions of this JD E SOW and Schedule A will prevail. 1. Services Rimini Street shall provide Client with certain support services and certain deliverables as follows for the Covered Products listed in Schedule A attached hereto and subject to the capitalized definitions and additional terms found in Section 7 below (hereafter collectively referred to as “Services”): A. Product Support. Rimini Street will provide Client with diagnostic services, advice, and recommendations relating to the proper operation of Client’s J.D. Edwards System. B. Product Fixes. Rimini Street will provide fixes for Issues Client encounters in the J.D. Edwards Applications listed as Covered Products in Schedule A which are used in the J.D. Edwards Production Release (as well as the Target J.D. Edwards Production Release for any J.D. Edwards upgrade project Client undertakes). Rimini Street will provide fixes to the original code as delivered by Oracle Corporation (as successor in interest to J.D. Edwards) as well as to Client-Made Customized Code for on-line, batch, and report code. C. Tax, Legal and Regulatory Updates. Rimini Street will provide tax, legal and regulatory updates during the Support Period for the Covered Products and jurisdictions detailed in Schedule A. D. Installation Support. Rimini Street will provide support for reinstallations of the J.D. Edwards System if required as a result of an Issue with Client’s development, test, or production environments. Installation support shall include advice and recommendations for the executio n of installation scripts, configuring the J.D. Edwards Technology Foundation. E. Interoperability Support. Rimini Street will provide advice, recommendations, and testing assistance with Issues determined to likely involve interoperability issues between the J.D. Edwards Technology Foundation, J.D. Edwards Applications, Rimini Street Supported RDBMS platform and Rimini Street Supported Operating System. F. Performance Tuning Support. Rimini Street will provide performance tuning diagnostics, advice, and recommendations for the J.D. Edwards Technology Foundation and J.D. Edwards Applications using proprietary and commercially available tools. G. Upgrade Process Support. Rimini Street will provide upgrade process support from Client’s current J.D. Edwards Production Release to any Target J.D. Edwards Production Release listed on Schedule A. Rimini Street will make upgrade support available to any such Target J.D. Edwards Production Release for at least fifteen (15) years after the JDE SOW Effective Date, provided this JDE SOW remains in effect without interruption during said fifteen (15) year period. 7.b Packet Pg. 300 At t a c h m e n t : R S I + C i t y o f K e n t S O W 1 ( J D E ) 0 6 1 4 2 0 1 8 R S I r e v i s e d ( 1 2 7 6 : R i m i n i S t r e e t P r o f e s s i o n a l S e r v i c e s ) Page 2 of 12 Rimini Street, Inc. Proprietary & Confidential H. Archiving Assistance. Rimini Street shall assist Client in identifying a specific scope of software updates and other support-related materials for the Covered Products that Client may elect to obtain from Oracle prior to the expiration date of the corresponding Orac le support services for the Covered Products (that expiration date being referred to as the “Maintenance End Date”). All Covered Product files or materials that Client downloads or otherwise obtains from Oracle prior to the Maintenance End Date shall be referred to collectively as the “Client Archive.” Client shall deposit the Client Archive on a file storage location owned, leased, or otherwise controlled by Client (the file storage location with the Client Archive shall be referred to as the “Client Archive Repository”). If Client requests that Rimini Street access the Client Archive in rendering Services under this JDE SOW, the Client Archive Repository and remote access connectivity thereto must meet the technical guidelines provided by Rimini Stre et to Client. 2. Support Period Rimini Street will provide Client with Services beginning at one minute past midnight (12:01 a.m.) United States Pacific Time on the JDE SOW Effective Date and ending at one minute before midnight (11:59 p.m.) United States Pacific Time on August 31, 2033 (“Support Period”). 3. Termination by Client Client may not terminate this JDE SOW at any time during Years 1 through 5 of the Support Period except for cause pursuant to the Agreement. Thereafter, Client may terminate Services for all Covered Products in this JDE SOW at the end of a Support Period Year with no less than ninety (90) calendar days written notice prior to the start date of any subsequent Support Period Year set forth in Section 5 .A below for any reason or no reason, provided that all fees, taxes, duties, and expense reimbursements due under this JDE SOW shall be paid by Client to Rimini Street on or before the actual date of termination. 4. Service Level Agreement During the Support Period, Client will be entitled to receive support twenty-four (24) hours a day, seven (7) days a week (including major holidays) for Critical Issue (P1) cases. Response time commitment for a first live conversation with a Rimini Street engineer after Client contacts Rimini Street with a request for support on a Critical Issue case is less than fifteen (15) minutes. Client will be entitled to receive support for all other Issues during Rimini Street Business Hours as specified in Schedule A. Response time commitments and communication update intervals for each Issue are detailed in Table 1 below. Business Impact Guidelines for each Client Priority Level are detailed in Table 2 below. Further, Rimini Street will provide Client with at least one Named Primary Support Engineer. Cli ent’s Named Primary Support Engineer shall be the point of contact at Rimini Street for Client’s personnel and agents reporting and working to resolve Issues with the Covered Products listed in Schedule A during the Support Period. When Client’s Named Primary Support Engineer is unavailable due to on-call rotations or days off, a temporary on-call Named Primary Support Engineer shall be available to Client. Table 1 Issue Severity Client Priority Level Rimini Street Initial Response Commitment Client Communications Update Commitment* Critical Issue Priority 1 15 Elapsed Minutes Every 2 Elapsed Hours Serious Issue Priority 2 30 Elapsed Minutes Every 4 Business Hours Standard Issue Priority 3 1 Business Day Every 5 Business Days Q&A Priority 4 1 Business Day As appropriate *If resolution of an Issue is dependent upon some interim measure, such as developing a software patch, etc., an alternative communication update commitment may be defined and agreed upon with Client. 7.b Packet Pg. 301 At t a c h m e n t : R S I + C i t y o f K e n t S O W 1 ( J D E ) 0 6 1 4 2 0 1 8 R S I r e v i s e d ( 1 2 7 6 : R i m i n i S t r e e t P r o f e s s i o n a l S e r v i c e s ) Page 3 of 12 Rimini Street, Inc. Proprietary & Confidential 7.b Packet Pg. 302 At t a c h m e n t : R S I + C i t y o f K e n t S O W 1 ( J D E ) 0 6 1 4 2 0 1 8 R S I r e v i s e d ( 1 2 7 6 : R i m i n i S t r e e t P r o f e s s i o n a l S e r v i c e s ) Page 4 of 12 Rimini Street, Inc. Proprietary & Confidential Table 2 Client Priority Level Business Impact Guidelines Priority 1 Issue where a supported Covered Product is completely unavailable to users or is working at a severely degraded capacity/performance level for multiple users that makes Covered Product unusable; or Issue has a major impact to external client/customer; or Issue is impacting revenue or time sensitive regulatory compliance AND no acceptable workaround exists. Priority 2 Issue where a supported Covered Product’s functionality has become limited or is working at marginally degraded capacity or performance for multiple users AND no acceptable workaround exists; or Issue where a Covered Product component is unavailable or is working at a severely degraded capacity/performance AND an acceptable workaround exists. Priority 3 Issue where a single user is unable to use a Covered Product or a component of a Covered Product that is necessary for the user to perform their primary work activities; or Issue that is not critical is encountered with the Covered Product that le ads to a minimal loss of functionality, capacity or performance; or A feature is unavailable where another can be readily used (e.g., routing to a different printer). Priority 4 General request for information or “how to” (Q&A); or Report of event not causing impact to work operation or production. 5. Fees and Payment Schedule A. Annual Support Fees. In consideration for Services provided pursuant to this JDE SOW , Client agrees to pay Rimini Street fees (“Annual Support Fees”) for each year the JDE SOW remains in effect during the Support Period in accordance with the terms set forth herein as follows: for the periods from the JDE SOW Effective Date through August 31, 2019 (Year 1 of the Support Period), September 1, 2019 through August 31, 2020 (Year 2 of the Support Period), September 1, 2020 through August 31, 2021 (Year 3 of the Support Period), September 1, 2021 through August 31, 2022 (Year 4 of the Support Period), and September 1, 2022 through August 31, 2023 (Year 5 of the Support Period), the Annual Support Fee shall be $64,999.00 USD per Year. Unless terminated pursuant to Section 3, the Annual Support Fee for Years 6 through 15 of the Support Period shall increase each Year by 5% over the fee for Services paid by Client for the immediately preceding contiguous Year. Notwithstanding the foregoing, in the event that Client adds additional licensed products to the Covered Products listed in Schedule A or increases the license usage of any Covered Product beyond the “Maximum License Metric” listed in Schedule A for one or more Covered Products (whether or not such increased usage required Client to pay Oracle Corporation additional license fees), Client agrees to an equitable adjustment of the Annual Support Fees to reflect 50% of the projected Covered Product support and maintenance fees that would have been paid by Client to Oracle for annual support services on the expanded license or expanded license usage of the Covered Products. Any such equitable adjustment of the Annual Support Fees shall also be subject to the annual percentage increase described in the first paragraph of this Section 5.A. B. Payment Schedule. Annual Support Fees are due and payable by Client to Rimini Street according to the following agreed payment schedule (“Payment Schedule”): Payment Schedule Amount (USD) Year 1 of the Support Period: Payment shall be due and payable on the JDE SOW Effective Date $64,999.00 Subsequent Support Period Years: Payment shall be due and $ As calculated per Section 5.A 7.b Packet Pg. 303 At t a c h m e n t : R S I + C i t y o f K e n t S O W 1 ( J D E ) 0 6 1 4 2 0 1 8 R S I r e v i s e d ( 1 2 7 6 : R i m i n i S t r e e t P r o f e s s i o n a l S e r v i c e s ) Page 5 of 12 Rimini Street, Inc. Proprietary & Confidential payable on or before the start date of the next subsequent Support Period Year above A purchase order, if required by Client, shall be provided to Rimini Street immediately upon execution of this JDE SOW and annually thereafter at least sixty (60) days prior to the start date of each subsequent Support Period Year, provided that Client’s failure to timely send a purchase order shall not prevent Rimini Street from invoicing Client or excuse any delay in payment by Client. Client certifies that the Annual Support Fee for Year 1 of the Support Period (prior to any Rimini Street discounting for multi-year pre-payment) is no less than 50% of the total maintenance fees being charged by, and reflected in the most recent invoice(s) received from, the original software vendor (ex cluding all applicable taxes) for the Covered Products covering the period from September 1, 2017 to August 31, 2018 ("Maintenance Invoices"). Client further certifies that the Covered Products listed in Schedule A of this JDE SOW, including but not limited to the license metrics and user counts of such products, are identical to those products covered by the Maintenance Invoices. For purposes of clarity, Client agrees that the Schedule A Covered Products do not, and shall not, have any additions to or om issions from the products covered in the Maintenance Invoices. 6. Additional Client Obligations A. Final Testing of Fixes and Updates. Client is responsible for all final system testing to assure that Rimini Street provided fixes and updates perform as documented with the J.D. Edwards System before moving said fixes and updates into any production environment. B. Access to Software. Client acknowledges that Rimini Street may need, and Client therefore authorizes Rimini Street, to: (i) access, install, work with, configure, test, and possibly modify the Covered Products listed in Schedule A, which are used in the J.D. Edwards Production Release (as well as the Target J.D. Edwards Production Release for any upgrade project that Client undertakes), in order to render Services pursuant to this JDE SOW; and (ii) access the Client Archive (if any, and if Client requests that Rimini Street access the Client Archive in providing Services under this JDE SOW). Accordingly, Client shall provide Rimini Street with rem ote access to one or more non-production development and test environment(s), on servers owned, leased, or otherwise controlled by Client, that include the Covered Products and Client Archive, together with all license codes and other software required for their proper operation (each a “Non-Production Environment”). Each Non-Production Environment and remote access connectivity thereto must meet the technical guidelines provided by Rimini Street to Client. C. Work Product License Use Clarification. Notwithstanding anything to the contrary in the Agreement, Client may provide Client’s employees or a third party access to Rimini Street Work Product for the sole purpose of supporting the Covered Products listed in Schedule A in the event that Client chooses to terminate this JDE SOW and undertake self-support or contract with a different service provider to provide support and maintenance services for the Covered Products listed in Schedule A. In such event, Client shall bind such employee or third party to obligations of non-disclosure and restricted use which are no less stringent than those contained within this JDE SOW and the Agreement. D. Internal Client Support. Client is responsible for providing Help Desk Support and System Administration Support. 7. Additional Services Terms The following additional terms apply to the Services described in Section 1: A. Definitions. The following definitions are used throughout this JDE SOW : 7.b Packet Pg. 304 At t a c h m e n t : R S I + C i t y o f K e n t S O W 1 ( J D E ) 0 6 1 4 2 0 1 8 R S I r e v i s e d ( 1 2 7 6 : R i m i n i S t r e e t P r o f e s s i o n a l S e r v i c e s ) Page 6 of 12 Rimini Street, Inc. Proprietary & Confidential I. Client-Made Customized Code: Changes or updates made by Client or Client’s representatives to application code objects that vary from the standard, unmodified, but fix-mastered code line delivered by Oracle in its fix-mastered Applications. II. Covered Products: The individual product modules licensed to Client and set forth in Schedule A. III. Crystal Reports: A software product that performs as a reporting tool, and is bundled and licensed by Oracle or SAP AG for use with J.D. Edwards Systems. Crystal Reports is alternatively known as Seagate 9, Business Objects 10, and Business Objects Enterprise XI. IV. J.D. Edwards Application: An Oracle product whose definition, design, and operating characteristics are defined as on-line and batch code. V. J.D. Edwards Production Release: The J.D. Edwards product release level of the Covered Products that Client is currently using in its live, production environment. VI. J.D. Edwards System: Includes the Client’s J.D. Edwards Technology Foundation and Applications listed on Schedule A operating on the J.D. Edwards Production Release. VII. J.D. Edwards Technology Foundation Code: Includes the group of J.D. Edwards and third party products known as Foundation Code, application servers, web servers, and middleware products such as IBM WebSphere and Oracle Fusion Middleware. VIII. RDBMS: Relational Database Management System. Examples include DB2, Oracle, and SQL Server products by IBM, Oracle, and Microsoft, respectfully. IX. Rimini Street Supported Operating System: An operating system and operating system release level supported by Oracle on or before Client terminates its Oracle support services agreement for the Covered Products, or subsequently agreed to be supported by Rimini Street for use with Client’s J.D. Edwards Production Release. X. Rimini Street Supported RDBMS Release: An RDBMS and RDBMS release level supported by Oracle on or before Client terminates its Oracle support services agreement for the Covered Products, or subsequently agreed to be supported by Rimini Street for use with Client’s J.D. Edwards Production Release. XI. Issue: An issue to be addressed pursuant to Table 1 in Section 4 that meets all of the following criteria: (i) found by Client in the J.D. Edwards Technology Foundation, J.D. Edwards Applications, or Crystal Reports implementation, or in any updates and fixes provided to Client by Rimini Street, or by Oracle and obtained from J.D. Edwards, PeopleSoft, Inc. or Oracle Corporation by Client up through the date that Client terminates its Oracle support services agreement for Covered Products; (ii) Client becomes aware of the issue during the Support Period and reports the issue to Rimini Street during the Support Period; and (iii) meets one of the four Priority Level criteria set forth on Table 2 of Section 4. XII. J.D. Edwards Target Production Release: The J.D. Edwards product release level(s) of the Covered Products that are: (a) generally available to Oracle customers prior to termination of Client’s Oracle support services agreement for the Covered Products; (b) obtained by Client; and that (c) Client may desire to u pgrade to as its next, live, production environment, as specified in Schedule A. XIII. Help Desk Support: Means first line, simple corrective assistance by one or more individuals or a third party organization designated and/or contracted by Client to be the 7.b Packet Pg. 305 At t a c h m e n t : R S I + C i t y o f K e n t S O W 1 ( J D E ) 0 6 1 4 2 0 1 8 R S I r e v i s e d ( 1 2 7 6 : R i m i n i S t r e e t P r o f e s s i o n a l S e r v i c e s ) Page 7 of 12 Rimini Street, Inc. Proprietary & Confidential first point of contact for Client’s entire user population for Covered Products. Help Desk Support provides an initial front-line response to all Client user-reported cases, and resolves certain low-level user reported issues. Common issues to be resolved by Help Desk Support include general system information requests, Covered Product user administration (e.g., user setup and security), Client-specific operational procedures, hardware issues and infrastructure availability (e.g., LAN, web, Internet Service Provider, application, and database access), and similar activities. XIV. System Administration Support: Means in-depth technical and system administration support that includes technical troubleshooting, analysis and resolution options for the Covered Products. System Administration Support services are more advanced than those generally provided by Help Desk Support and typically staffed with product trained personnel experienced with the Covered Products. Issues with Covered Products reported by Client end users to Help Desk Support that are not fully resolved by Help Desk Support may be escalated to System Administration Support. System Administration Support may include assisting Help Desk Support with resolution of issues, independent System Administration Support diagnosis and resolution of more advanced issues, and/or installation and configuration of software workarounds, updates or fixes made available and provided by Rimini Street. Issues not able to be resolved by System Administration Support may be escalated to Rimini Street. XV. Business Hour: A single hour of time during the Rimini Street Business Hours specified in Schedule A, Monday through Friday. XVI. Business Day: Nine (9) Business Hours. XVII. Elapsed Minutes: Actual accrued time from a specific event (such as logging a case). B. J.D. Edwards Technology Foundation Code, Third Party Products, and Language Support. Rimini Street will provide support for J.D. Edwards Technology Foundation Code under this JDE SOW . However, Client understands and acknowledges that Rimini Street is not able to, and will not, provide any fixes or updates for the J.D. Edwards Technology Foundation Code or any third party, non- J.D. Edwards products used with, imbedded, integrated, or bundled with the Covered Products since Client does not have rights to access or modify source code for these products. For purposes of example only, such third party products include, but are not limited to, operating systems, database systems, application servers, web servers, Citrix, online and batch processing tools, reporting tools, and analytic tools. The scope of this JDE SOW expressly excludes support for any language object related issues other than for those listed as covered in any Schedule A. C. Installation Support. Rimini Street will remotely support Client with respect to initial, first-time installations and configurations of J.D. Edwards products that Client was not using in production on or before the Support Period. Installation Support does not include project planning, advice, or recommendations relating to the migration of RDBMS platforms or J.D. Edwards Technology Foundation Code server and RDBMS server operating system platforms (e.g., Oracle to DB2 RDBMS or Windows 2000 to UNIX), nor installations of a new major release of J.D. Edwards products performed as the first step in an upgrade project to a new production J.D. Edwards major release (e.g., J.D. Edwards OneWorld 8.0 to OneWorld 8.9). Installation Support is subject to Client having a sufficient backup of the software installation, or a copy of the Covered Products with all necessary components, and making it available to Rimini Street for reinstallation. D. Interoperability Support. Interoperability Support will be remotely available to Client for its J.D. Edwards System so long as the combination of products and platforms is supported and designed for compatible use in the J.D. Edwards System and such combination of products and platforms has been fully tested for proper interoperability prior to production rollout and go-live. Client is fully responsible for any interoperability issues related to third-party products that are incompatible with or that were not properly tested for proper operation with Client’s J.D. Edwards System. Rimini Street will provide upon 7.b Packet Pg. 306 At t a c h m e n t : R S I + C i t y o f K e n t S O W 1 ( J D E ) 0 6 1 4 2 0 1 8 R S I r e v i s e d ( 1 2 7 6 : R i m i n i S t r e e t P r o f e s s i o n a l S e r v i c e s ) Page 8 of 12 Rimini Street, Inc. Proprietary & Confidential request, at an additional fee per request and with Client providing copies of all source and target software releases, interoperability testing for operating system and RDBMS release updates that have not been tested by J.D. Edwards for proper operation with the J.D. Edwards System prior to the termination of Client’s Oracle support services agreement for the Covered Products. E. Performance Tuning. Client is responsible for ensuring adequate and reasonable functional, scalability, and regression testing have been completed in development and test phases prior to production rollout and go-live. Performance tuning support includes recommendations and advice for configuration, deployment model, and parameter settings for the J.D. Edwards Foundation Code and J.D. Edwards Applications. F. Upgrade Support. Client is responsible for obtaining any Target J.D. Edwards Production Release, as well as all related and available J.D. Edwards upgrade deliverables that include upgrade script templates, patches, localizations, technical platforms, J.D. Edwards Fix Bundles, J.D. Edwards Hot Fixes, release notes, release documentation, upgrade documentation, or necessary license keys. G. Upgrade Process Support. Client is responsible for actual upgrade project planning, resourcing, and execution. H. Client-Made Customized Code Support. Client must make its Client-Made Customized Code and related customized documentation available to Rimini Street with reasonable lead time prior to the first support request by Client. Further, only customizations that have been implemented and coded using J.D. Edwards Tools will be supported as part of this JDE SOW , and said Client-Made Customized code must have: (a) been tested and proven functionally stable in a deve lopment and/or test environment; (b) undergone reasonable, industry-standard functional, regression, and scalability testing prior to production rollout and go-live; and (c) worked successfully in production before an Issue arises. I. Twenty-First Century Dates. J.D. Edwards designed two-digit year displays to resolve into four-digit years for storage and manipulation. Therefore, two-digit year displays in online panels or reports are not programming errors or considered an Issue in the context of this JDE SOW . J. Tax, Legal and Regulatory Support. Client must possess the most recent tax, legal and regulatory updates made available by Oracle for the J.D. Edwards Production Release and any Target J.D. Edwards Production Release before Client’s Maintenance End Date (“Tax, Legal & Regulatory Foundation”). Rimini Street will build future tax, legal and regulatory updates starting from the Tax, Legal & Regulatory Foundation, provided that Rimini Street shall not be required to provide any such updates prior to Client’s Maintenance End Date. K. Additional Consulting. Any services required by Client outside the defined Services in this JDE SOW are expressly excluded from the scope of this JDE SOW. Rimini Street will not perform out-of-scope services without Client’s pre-approval. If Client desires Rimini Street to provide additional out-of-scope services, separate agreements in the form of an amendment to this JDE SOW or an additional SOW will need to be executed by the Parties prior to Rimini Street performing such services. L. Trade Names. The J.D. Edwards name, J.D. Edwards product names, and J.D. Edwards release names are trademarks of Oracle Corporation. All other names and product names are the property of their respective owners. M. Tax, Legal and Regulatory Updates. If “Order Management” is listed as a Covered Product on Schedule A, Client must contract independently of this JDE SOW and pay Vertex for sales & use tax updates. If “Payroll” is listed as a Covered Product on Schedule A, Client must contract independently of this JDE SOW and pay Vertex for payroll tax updates. If “Payroll” is listed as a Covered Product on Schedule A, Rimini Street will provide support for the interface to the Vertex payroll module. 7.b Packet Pg. 307 At t a c h m e n t : R S I + C i t y o f K e n t S O W 1 ( J D E ) 0 6 1 4 2 0 1 8 R S I r e v i s e d ( 1 2 7 6 : R i m i n i S t r e e t P r o f e s s i o n a l S e r v i c e s ) Page 9 of 12 Rimini Street, Inc. Proprietary & Confidential 7.b Packet Pg. 308 At t a c h m e n t : R S I + C i t y o f K e n t S O W 1 ( J D E ) 0 6 1 4 2 0 1 8 R S I r e v i s e d ( 1 2 7 6 : R i m i n i S t r e e t P r o f e s s i o n a l S e r v i c e s ) Page 10 of 12 Rimini Street, Inc. Proprietary & Confidential 8. Client Contacts Primary Contact Billing Contact Shipping Contact Name: Lynette Smith Name: Same as Primary Name: Same as Primary Address1: 220 Fourth Avenue South Address1: Address1: City, St, Zip: Kent, Washington 98032 City, St, Zip: City, St, Zip: Phone: +1 (253) 856-4602 Phone: Phone: Email: lsmith@kentwa.gov Email: Email: 9. Signatures The undersigned represent and warrant that they are authorized, as representatives of the party on whose behalf they are signing, to sign this JDE SOW and to bind their respective party thereto. For Client: For Rimini Street, Inc.: __________________________________ __________________________________ Authorized Signature Authorized Signature __________________________________ __________________________________ Printed Name Printed Name __________________________________ __________________________________ Title __________________________________ Date Title __________________________________ Date 7.b Packet Pg. 309 At t a c h m e n t : R S I + C i t y o f K e n t S O W 1 ( J D E ) 0 6 1 4 2 0 1 8 R S I r e v i s e d ( 1 2 7 6 : R i m i n i S t r e e t P r o f e s s i o n a l S e r v i c e s ) Page 11 of 12 Rimini Street, Inc. Proprietary & Confidential Schedule A to Statement of Work No. 1 Data Center Location(s): Kent, Washington Client Support Team Location(s): Kent, Washington Support to be provided in the following Language(s): English Client Support Team Business Hours/Time Zone: 8:00 a.m. – 5:00 p.m. Pacific Time Rimini Street Business Hours/Time Zone: 8:00 a.m. – 5:00 p.m. Pacific Time Responsibility for Maintaining and Supporting Interfaces: Client Production Instances Supported: One (1) DBMS Hardware Platform and RDBMS: Dell/SQLServer, Nutanix OS Release: MS Server 2008 Application Server Platform: Windows 2008 Citrix Server (if any): 6.5 Web/JAS Server (if any): Not Applicable Oracle Maintenance End Date: August 31, 2018 Geographies Supported: United States (Note: Subject to reasonable fees to be agreed upon by the Parties, additional Geographies may be added at the Client’s discretion. Client shall provide Rimini Street a written request for new Geography additions at least 90 days in advance of Client’s desired go-live date with each Geography addition.) System Languages Supported: English (Note: Subject to reasonable fees to be agreed upon by the Parties, additional System Languages may be added at the Client’s discretion. Client shall provide Rimini Street a written request for new System Languages at least 90 days in advance of Client’s desired go-live date with each System Language addition.) JDE Localizations Supported: None (Note: Subject to reasonable fees to be agreed upon by the Parties, additional Localizations may be added at the Client’s discretion. Client shall provide Rimini Street a written request for new Localizations at least 90 days in advance of Client’s desired go-live date with each Localization addition.) Covered Products JD Edwards Module CSI Number Current Release Level and Tools Release Level Future Target Release(s) and Minimum Patch Level(s) Tax, Legal & Regulatory Updates? Applicable Tax & Regulatory Jurisdiction Maximum License Metric Notes JD Edwards EnterpriseOne HCM Foundation 14483763 9.1 9.2 No 1 Users JD Edwards EnterpriseOne Internal Self-Service U 14483763 9.1 9.2 No 1000 Users JD Edwards EnterpriseOne Real Estate Management 14483763 9.1 9.2 No 1 Users JD Edwards EnterpriseOne Service Management foundation 14483763 9.1 9.2 No 1 Users JD Edwards EnterpriseOne Solution Concurrent Users 14483763 9.1 9.2 No 63 Users JD Edwards EnterpriseOne Suite Moderate User 14483763 9.1 9.2 No 20 Users JD Edwards EnterpriseOne Time And Labor 14483763 9.1 9.2 No 1 Users JD Edwards EnterpriseOne Us Payroll 14483763 9.1 9.2 Yes United States 1 Users W2 JD Edwards EnterpriseOne Accounts Payable 14483763 9.1 9.2 Yes United States 1 Users US IRS Form 1099 Updates JD Edwards EnterpriseOne Accounts Receivable 14483763 9.1 9.2 No 1 Users JD Edwards EnterpriseOne Advanced Cost Accounting 14483763 9.1 9.2 No 1 Users JD Edwards EnterpriseOne Autopilot 14483763 9.1 9.2 No 1 Users JD Edwards EnterpriseOne Capital Asset Management 14483763 9.1 9.2 No 1 Users JD Edwards EnterpriseOne Contract and Service Billing 14483763 9.1 9.2 No 1 Users 7.b Packet Pg. 310 At t a c h m e n t : R S I + C i t y o f K e n t S O W 1 ( J D E ) 0 6 1 4 2 0 1 8 R S I r e v i s e d ( 1 2 7 6 : R i m i n i S t r e e t P r o f e s s i o n a l S e r v i c e s ) Page 12 of 12 Rimini Street, Inc. Proprietary & Confidential JD Edwards EnterpriseOne Employee Self Service User - Employee Count Perpetual 14483763 9.1 9.2 No 900 Users JD Edwards EnterpriseOne Employee Self-Service 14483763 9.1 9.2 No 1 Users JD Edwards EnterpriseOne Fixed Asset Accounting 14483763 9.1 9.2 Yes United States 1 Users US Federal Depreciation Updates JD Edwards EnterpriseOne Foundation - Address Book 14483763 9.1 9.2 No 1 Users JD Edwards EnterpriseOne Foundation - EDI Foundation 14483763 9.1 9.2 No 1 Users JD Edwards EnterpriseOne Foundation - Electronic Mail 14483763 9.1 9.2 No 1 Users JD Edwards EnterpriseOne Foundation - Order Processing 14483763 9.1 9.2 No 1 Users JD Edwards EnterpriseOne Foundation - Self Service Order Processing - JDE Module Perpetual 14483763 9.1 9.2 No 1 Users JD Edwards EnterpriseOne Foundation - Self-Service 14483763 9.1 9.2 No 1 Users JD Edwards EnterpriseOne Foundation - System Foundation 14483763 9.1 9.2 No 1 Users JD Edwards EnterpriseOne Foundation - Work Order 14483763 9.1 9.2 No 1 Users JD Edwards EnterpriseOne Human Resources Management 14483763 9.1 9.2 No 1 Users JD Edwards EnterpriseOne Internet Access Application - JD Edwards Module 14483763 9.1 9.2 No 1 Users JD Edwards EnterpriseOne Inventory Management 14483763 9.1 9.2 No 1 Users JD Edwards EnterpriseOne Manager Self Service User - Employee Count Perpetual 14483763 9.1 9.2 No 100 Users JD Edwards EnterpriseOne Manager Self-Service 14483763 9.1 9.2 No 1 Users JD Edwards EnterpriseOne Manufacturing - ETO Foundation 14483763 9.1 9.2 No 1 Users JD Edwards EnterpriseOne Manufacturing - PDM 14483763 9.1 9.2 No 1 Users JD Edwards EnterpriseOne Manufacturing - Shop Floor 14483763 9.1 9.2 No 1 Users JD Edwards EnterpriseOne Procurement and Subcontract Management 14483763 9.1 9.2 No 1 Users JD Edwards EnterpriseOne Project Costing 14483763 9.1 9.2 No 1 Users JD Edwards EnterpriseoOne General Ledger 14483763 9.1 9.2 No 1 Users JD Edwards EnterpriseOne Technology Foundation 1556037 9.1 Latest Available on JDE SOW Effective Date No 1 Application User Perpetual 7.b Packet Pg. 311 At t a c h m e n t : R S I + C i t y o f K e n t S O W 1 ( J D E ) 0 6 1 4 2 0 1 8 R S I r e v i s e d ( 1 2 7 6 : R i m i n i S t r e e t P r o f e s s i o n a l S e r v i c e s ) Page 1 of 9 Rimini Street, Inc. Proprietary & Confidential Statement of Work No. 2 Oracle Database Support Services This Statement of Work No. 2 – Oracle Database Support Services (“ODB SOW”) is issued pursuant to that certain Master Services Agreement dated on or about ____________________ (the “Agreement”) between the City of Kent, Washington (“Client”) and Rimini Street, Inc. (“Rimini Street”). This ODB SOW is effective as of the date of the last signature of the Parties below (“ODB SOW Effective Date”). Unless otherwise indicated herein, capitalized terms used in this ODB SOW without definition shall have the respective meanings specified in the Agreement. To the extent that the terms and conditions set forth in this ODB SOW and Schedules attached hereto conflict with the terms and conditions of the Agreement, the terms and conditions of this ODB SOW and Schedule A will prevail. 1. Services Rimini Street shall provide Client with certain support services and certain deliverables as follows for the Covered Products listed in Schedule A attached hereto (hereafter collectively referred to as “Services”): A. Product Support. Rimini Street will provide Client with diagnostic services, advice, and recommendations relating to the proper operation of Client’s Covered Products. Since Client does not have access to source code for the Covered Products, product support specifically excludes the development and delivery of code changes, code fixes, and code updates of any kind for the Covered Products. B. Installation Support. Rimini Street will provide advice and recommendations for reinstallations and configuration of the Covered Products if required as a result of an Issue with Client’s development, test, or production environments. C. Interoperability Support. Rimini Street will provide advice, recommendations, and testing assistance with Issues determined to likely involve interoperability issues between the Covered Products and Client’s server operating system. D. Performance Tuning Support. Rimini Street will provide performance tuning diagnostics, advice, and recommendations for the Covered Products using proprietary and commercially available tools. Rimini Street will use commercially reasonable efforts to provide advice and recommendations for performance tuning Client’s server operating system. E. Upgrade Process Support. Rimini Street will provide upgrade process support from Client’s current Database Production Release to any Target Database Production Release listed on Schedule A. Rimini Street will make upgrade support available to any such Target Database Production Release for at least fifteen (15) years after the ODB SOW Effective Date, provided this ODB SOW remains in effect without interruption during said fifteen (15) year period. F. Archiving Assistance. Rimini Street shall assist Client in identifying a specific scope of software updates and other support-related materials for the Covered Products that Client may elect to obtain from Oracle prior to the expiration date of the corresponding Oracle support services for the Covered Products (that expiration date being referred to as the “Maintenance End Date”). All Covered Product files or materials that Client downloads or otherwise obtains from Oracle prior to the Maintenance End Date shall be referred to collectively as the “Client Archive.” Client shall deposit the Client Archive on a file storage location owned, leased, or otherwise controlled by Client (the file storage location with the Client Archive shall be referred to as the “Client Archive Repository”). If Client requests that Rimini Street access the Client Archive in rendering Services under this ODB SOW, the Client Archive Repository and remote access connectivity thereto must meet the technical guidelines provided by Rimini Street to Client. 7.c Packet Pg. 312 At t a c h m e n t : R S I + C i t y o f K e n t S O W 2 ( D B ) 0 6 1 4 2 0 1 8 ( 0 0 2 ) ( 1 2 7 6 : R i m i n i S t r e e t P r o f e s s i o n a l S e r v i c e s ) Page 2 of 9 Rimini Street, Inc. Proprietary & Confidential 7.c Packet Pg. 313 At t a c h m e n t : R S I + C i t y o f K e n t S O W 2 ( D B ) 0 6 1 4 2 0 1 8 ( 0 0 2 ) ( 1 2 7 6 : R i m i n i S t r e e t P r o f e s s i o n a l S e r v i c e s ) Page 3 of 9 Rimini Street, Inc. Proprietary & Confidential 2. Support Period Rimini Street will provide Client with Services beginning at one minute past midnight (12:01 a.m.) United States Pacific Time on the ODB SOW Effective Date and ending at one minute before midnight (11:59 p.m.) United States Pacific Time on August 31, 2033 (“Support Period”). 3. Termination by Client Client may not terminate this ODB SOW at any time during Years 1 through 2 of the Support Period except for cause pursuant to the Agreement. Thereafter, Client may terminate Services for all Covered Products in this ODB SOW at the end of a Support Period Year with no less than ninety (90) calendar days written notice prior to the start date of any subsequent Support Period Year set forth in Section 5 .A below for any reason or no reason, provided that all fees, taxes, duties, and expense reimbursements due under this ODB SOW shall be paid by Client to Rimini Street on or before the actual date of termination. 4. Service Level Agreement During the Support Period, Client will be entitled to receive support twenty-four (24) hours a day, seven (7) days a week (including major holidays) for Critical Issue (P1) cases. Response time commitment for a first live conversation with a Rimini Street engineer after Client contacts Rimini Street with a request for support on a Critical Issue case is less than fifteen (15) minutes. Client will be entitled to receive support for all other Issues during Rimini Street Business Hours as specified in Schedule A. Response time commitments and communication update intervals for each Issue are detailed in Table 1 below. Business Impact Guidelines for each Client Priority Level are detailed in Table 2 below. Further, Rimini Street will provide Client with at least one Named Primary Support Engineer. Client’s Named Primary Support Engineer shall be the point of contact at Rimini Street for Client’s personnel and agents reporting and working to resolve Issues with the Covered Products listed in Schedule A during the Support Period. When Client’s Named Primary Support Engineer is unavailable due to on -call rotations or days off, a temporary on-call Named Primary Support Engineer shall be available to Client. Table 1 Issue Severity Client Priority Level Rimini Street Initial Response Commitment Client Communications Update Commitment* Critical Issue Priority 1 15 Elapsed Minutes Every 2 Elapsed Hours Serious Issue Priority 2 30 Elapsed Minutes Every 4 Business Hours Standard Issue Priority 3 1 Business Day Every 5 Business Days Q&A Priority 4 1 Business Day As appropriate *If resolution of an Issue is dependent upon some interim measure, such as developing a software patch, etc., an alternative communication update commitment may be defined and agreed upon with Client. Table 2 Client Priority Level Business Impact Guidelines Priority 1 Issue where a supported Covered Product is completely unavailable to users or is working at a severely degraded capacity/performance level for multiple users that makes a Covered Product unusable; or Issue has a major impact to external client/customer; or Issue is impacting revenue or time sensitive regulatory compliance AND no acceptable workaround exists. 7.c Packet Pg. 314 At t a c h m e n t : R S I + C i t y o f K e n t S O W 2 ( D B ) 0 6 1 4 2 0 1 8 ( 0 0 2 ) ( 1 2 7 6 : R i m i n i S t r e e t P r o f e s s i o n a l S e r v i c e s ) Page 4 of 9 Rimini Street, Inc. Proprietary & Confidential Priority 2 Issue where a Covered Product’s functionality has become limited or is working at marginally degraded capacity or performance for multiple users AND no acceptable workaround exists; or Issue where a Covered Product component is unavailable or is working at a severely degraded capacity/performance AND an acceptable workaround exists. Priority 3 Issue where a single user is unable to use a Covered Product or a component of a Covered Product that is necessary for the user to perform their primary work activities; or Issue that is not critical is encountered with the Covered Product that leads to a minimal loss of functionality, capacity or performance; or A feature is unavailable where another can be readily used (e.g., routing to a different printer). Priority 4 General request for information or “how to” (Q&A); or Report of event not causing impact to work operation or production. 5. Fees and Payment Schedule A. Annual Support Fees. In consideration for Services provided pursuant to this ODB SOW , Client agrees to pay Rimini Street fees (“Annual Support Fees”) for each year the ODB SOW remains in effect during the Support Period in accordance with the terms set forth herein as follows: for the periods from the ODB SOW Effective Date through August 31, 2019 (Year 1 of the Support Period), and September 1, 2019 through August 31, 2020 (Year 2 of the Support Period), the Annual Support Fee shall be $29,120.00 USD per Year. Unless terminated pursuant to Section 3, the Annual Support Fee for Years 3 through 15 of the Support Period shall increase each Year by 5% over the fee for Services paid by Client for the immediately preceding contiguous Year. Notwithstanding the foregoing, in the event that Client adds additional licensed products to the Covered Products listed in Schedule A or increases the license usage of any Covered Product beyond the “Maximum License Metric” listed in Schedule A for one or more Covered Products (whether or not such increased usage required Client to pay Oracle additional license fees ), Client agrees to an equitable adjustment of the Annual Support Fees to reflect 50% of the projected Covered Product support and maintenance fees that would have been paid by Client to Oracle for annual support services on the expanded license or expanded license usage of the Covered Products. Any such equitable adjustment of the Annual Support Fees shall also be subject to the annual percentage increase described in the first paragraph of this Section 5.A. B. Payment Schedule. Annual Support Fees are due and payable by Client to Rimini Street according to the following agreed payment schedule (“Payment Schedule”): Payment Schedule Amount (USD) Year 1 of the Support Period: Payment shall be due and payable on the ODB SOW Effective Date $29,120.00 Subsequent Support Period Years: Payment shall be due and payable on or before the start date of the next subsequent Support Period Year $ As calculated per Section 5.A above A purchase order, if required by Client, shall be provided to Rimini Street immediately upon execution of this ODB SOW and annually thereafter at least sixty (60) days prior to the start date of each subsequent Support Period Year, provided that Client’s failure to timely send a purchase order shall not prevent Rimini Street from invoicing Client or excuse any delay in payment by Client. Client certifies that the Annual Support Fee for Year 1 of the Support Period (prior to any Rimini Street discounting for multi-year pre-payment) is no less than 50% of the total maintenance fees being charged 7.c Packet Pg. 315 At t a c h m e n t : R S I + C i t y o f K e n t S O W 2 ( D B ) 0 6 1 4 2 0 1 8 ( 0 0 2 ) ( 1 2 7 6 : R i m i n i S t r e e t P r o f e s s i o n a l S e r v i c e s ) Page 5 of 9 Rimini Street, Inc. Proprietary & Confidential by, and reflected in the most recent invoice(s) received from, the original software vendor (excluding all applicable taxes) for the Covered Products covering the period from September 1, 2017 to August 31, 2018 ("Maintenance Invoices"). Client further certifies that the Covered Products listed in Schedule A of this ODB SOW, including but not limited to the license metrics and user counts of such products, are identical to those products covered by the Maintenance Invoices. For purposes of clarity, Client agrees that the Schedule A Covered Products do not, and shall not, have any additions to or omissions from the products covered in the Maintenance Invoices. 6. Additional Client Obligations A. Final Testing of Fixes and Updates. Client is responsible for all final system testing to assure that Rimini Street changes perform as documented with the Covered Products before implementing said changes in any production environment. B. Access to Software. Client acknowledges that Rimini Street may need, and Client therefore authorizes Rimini Street, to: (i) access, install, work with, configure, test, and possibly modify the Covered Products listed in Schedule A, which are used in the Database Production Release (as well as the Target Database Production Release for any upgrade project that Client undertakes), in order to render Services pursuant to this ODB SOW; and (ii) access the Client Archive (if any, and if Client requests that Rimini Street access the Client Archive in providing Services under this ODB SOW ). Accordingly, Client shall provide Rimini Street with remote access to one or more non -production development and test environment(s), on servers owned, leased, or otherwise controlled by Client, that include the Covered Products and Client Archive, together with all license codes and other software required for their proper operation (each a “Non-Production Environment”). Each Non-Production Environment and remote access connectivity thereto must meet the technical guidelines provided by Rimini Street to Client. C. Work Product License Use Clarification. Notwithstanding anything to the contrary in the Agreement, Client may provide Client’s employees or a third party access to Rimini Street Work Product for the sole purpose of supporting the Covered Products listed in Schedule A in the event that Client chooses to terminate this ODB SOW and undertake self-support or contract with a different service provider to provide support and maintenance services for the Covered Products listed in Schedule A. In such event, Client shall bind such employee or third party to obligations of non -disclosure and restricted use which are no less stringent than those contained within this ODB SOW and the Agreement. D. Internal Client Support. Client is responsible for providing Help Desk Support and System Administration Support. 7. Additional Services Terms The following additional terms apply to the Services described in Section 1: A. Definitions. The following definitions are used throughout this ODB SOW : I. Database Production Release: The database product release level of the Covered Products that Client is currently using in its live, production environment, as specified in Schedule A as the current release. II. Covered Products: The individual products licensed to Client and set forth in Schedule A. III. Issue: An issue to be addressed pursuant to Section 4, Table 1 above that meets all of the following criteria: (i) found by Client in the Covered Products or in any changes provided to Client by Rimini Street or Oracle or obtained by Client from Oracle up through the date that Client terminates its Oracle support services agreement for the Covered 7.c Packet Pg. 316 At t a c h m e n t : R S I + C i t y o f K e n t S O W 2 ( D B ) 0 6 1 4 2 0 1 8 ( 0 0 2 ) ( 1 2 7 6 : R i m i n i S t r e e t P r o f e s s i o n a l S e r v i c e s ) Page 6 of 9 Rimini Street, Inc. Proprietary & Confidential Products; (ii) Client becomes aware of the issue during the Support Period and reports the issue to Rimini Street during the applicable Support Period; and (iii) meets one of the four Priority Level criteria set forth in Section 4, Table 2 above. IV. Target Database Production Release: The database product release level(s) of the Covered Products that are: (a) generally available to database customers prior to termination of Client’s original software vendor’s support services agreement for the Covered Products; (b) obtained by Client; and that (c) Client may desire to upgrade to as its next, live, production environment, as specified in Schedule A. V. Help Desk Support: Means first line, simple corrective assistance by one or more individuals or a third party organization designated and/or contracted by Client to be the first point of contact for Client’s entire user population for the Covered Products. Help Desk Support provides an initial front-line response to all Client user-reported cases, and resolves certain low-level user reported issues. Common issues to be resolved by Help Desk Support include general system information requests, Covered Product user administration (e.g., user setup and security), Client-specific operational procedures, hardware issues and infrastructure availability (e.g., LAN, web, Internet Service Provider, application, and database access), and similar activities . VI. System Administration Support: Means in-depth technical and system administration support that includes technical troubleshooting, analysis and resolution options for the Covered Products. System Administration Support services are more advanced than those generally provided by Help Desk Support and typically staffed with product trained personnel experienced with the Covered Products. Issues with Covered Products reported by Client end users to Help Desk Support that are not fully resolved by Help Desk Support may be escalated to System Administration Support. System Administration Support may include assisting Help Desk Support with resolution of issues, independent System Administration Support diagnosis and resolution of more advanced issues, and/or installation and configuration of software workarounds, updates or fixes made available and provided by Rimini Street. Issues not able to be resolved by System Administration Support may be escalated to Rimini Street. VII. Business Hour: A single hour of time during the Rimini Street Business Hours specified in Schedule A, Monday through Friday. VIII. Business Day: Nine (9) Business Hours. IX. Elapsed Minutes: Actual accrued time from a specific event (such as logging a case). B. Third Party Products. Rimini Street is not able and will not provide any fixes or updates to any third party products used with, imbedded, integrated or bundled with the Covered Products. The scope of this ODB SOW expressly excludes support for any object issues other than f or those listed as covered in any Schedule A. C. Installation Support. Rimini Street will remotely support Client with respect to initial, first-time installations and configurations of Covered Products that the Client was not using in production on or before the Support Period. Installation Support does not include project planning, advice, or recommendations relating to changes in the underlying system infrastructure (e.g., hardware or network configuration), nor installations of a new major release of a Covered Product performed as the first step in an upgrade project to a new production Covered Product major release. Installation Support is subject to Client having a sufficient backup of the software installation, or a copy of the Covered Products with all necessary components, and making it available to Rimini Street for reinstallation. D. Interoperability Support. Interoperability Support will be remotely available to Client for its Covered Products so long as the combination of products and platforms is supported and designed for 7.c Packet Pg. 317 At t a c h m e n t : R S I + C i t y o f K e n t S O W 2 ( D B ) 0 6 1 4 2 0 1 8 ( 0 0 2 ) ( 1 2 7 6 : R i m i n i S t r e e t P r o f e s s i o n a l S e r v i c e s ) Page 7 of 9 Rimini Street, Inc. Proprietary & Confidential compatible use with the Covered Products and such combination of products and platforms has been fully tested for proper interoperability prior to production rollout and go -live. Client is fully responsible for any interoperability issues related to third-party products that are incompatible with or that were not properly tested for proper operation with Client’s Covered Products. Rimini Street will provide upon request, at an additional fee and with Client providing copies of all source and target software releases, interoperability testing for applications and operating systems that have not been tested by the applications licensor for proper operation with the Covered Products prior to the termination of Client’s Oracle support services agreement for the Covered Products. E. Performance Tuning. Client is responsible for ensuring adequate and reasonable functional, scalability, and regression testing have been completed in development and test phases prior to production rollout and go-live of the Covered Products. Performance tuning support includes recommendations and advice for configuration, deployment model, and parameter settings for the Covered Products. F. Upgrade Support. Client is responsible for obtaining any Target Database Production Release, as well as all related and available upgrade deliverables from Oracle for the Covered Products that include major upgrades, maintenance packs, family packs, minipacks, critical patch updates, interoperability patches (e.g., updated versions of third-party technology components or updated operating system versions), language patches and any documented patch dependencies, localizations, technical platforms, release notes, release documentation, or upgrade documentation. G. Upgrade Process Support. Client is responsible for actual upgrade project planning, resourcing, and execution. H. Rimini Street Work Product. All deliverables under this ODB SOW are considered Rimini Street Work Product as defined in the Agreement. I. Additional Consulting. Any services required by Client outside the Services defined in this ODB SOW are expressly excluded from the scope of this ODB SOW. Rimini Street will not perform out-of-scope services without Client’s pre-approval. If Client desires Rimini Street to provide additional out-of-scope services, separate agreements in the form of an amendment to this ODB SOW or an additional SOW will need to be executed by the Parties prior to Rimini Street performing such services. J. Trade Names. The Oracle name, Oracle product names, and Oracle release names are trademarks of Oracle Corporation. All other names and product names are the property of their respective owners. 8. Client Contacts Primary Contact Billing Contact Shipping Contact Name: Lynette Smith Name: Same as Primary Name: Same as Primary Address1: 220 Fourth Avenue Address1: Address1: City, St, Zip: Kent, Washington 98032 City, St, Zip: City, St, Zip: Phone: +1 (253) 856-4602 Phone: Phone: Email: lsmith@kentwa.gov Email: Email: 7.c Packet Pg. 318 At t a c h m e n t : R S I + C i t y o f K e n t S O W 2 ( D B ) 0 6 1 4 2 0 1 8 ( 0 0 2 ) ( 1 2 7 6 : R i m i n i S t r e e t P r o f e s s i o n a l S e r v i c e s ) Page 8 of 9 Rimini Street, Inc. Proprietary & Confidential 9. Signatures The undersigned represent and warrant that they are authorized, as representatives of the party on whose behalf they are signing, to sign this ODB SOW and to bind their respective party thereto. For Client: For Rimini Street, Inc.: __________________________________ __________________________________ Authorized Signature Authorized Signature __________________________________ __________________________________ Printed Name Printed Name __________________________________ __________________________________ Title __________________________________ Date Title __________________________________ Date 7.c Packet Pg. 319 At t a c h m e n t : R S I + C i t y o f K e n t S O W 2 ( D B ) 0 6 1 4 2 0 1 8 ( 0 0 2 ) ( 1 2 7 6 : R i m i n i S t r e e t P r o f e s s i o n a l S e r v i c e s ) Page 9 of 9 Rimini Street, Inc. Proprietary & Confidential Schedule A to Statement of Work No. 2 Covered Products Data Center Location(s): Kent, Washington Client Support Team Location(s): Kent, Washington Support to be provided in the following Language(s): English Client Support Team Business Hours/Time Zone: 8:00 a.m. – 5:00 p.m. Pacific Time Rimini Street Business Hours/Time Zone: 8:00 a.m. – 5:00 p.m. Pacific Time Database Hardware: Dell Database Operating System: Windows 2003 Number of Database Servers: Two (2) Technology Maintenance End Date (“MED”): August 31, 2018 Core Database Product CSI Number Current Release and Patch Level Future Target Release(s) and Minimum Patch Level(s) Licensing Metric Maximum Licensing Count Notes 1 Oracle Database Enterprise Edition 15596037 10.2.0.1 Latest Available on DB SOW Effective Date (“LAOED”) Named User Plus Perpetual 1 2 Oracle Database Enterprise Edition 15596037 10.2.0.1 LAOED Processor Perpetual 2 3 Oracle Database Standard Edition 15596037 10.2.0.1 LAOED Named User Plus Perpetual 1 4 Oracle Database Standard Edition 15596037 10.2.0.1 LAOED Processor Perpetual 1 5 Oracle8 3046365 10.2.0.1 LAOED Universal Power Unit 1200 7.c Packet Pg. 320 At t a c h m e n t : R S I + C i t y o f K e n t S O W 2 ( D B ) 0 6 1 4 2 0 1 8 ( 0 0 2 ) ( 1 2 7 6 : R i m i n i S t r e e t P r o f e s s i o n a l S e r v i c e s ) FINANCE DEPARTMENT Aaron BeMiller, Finance Director 220 Fourth Avenue South Kent, WA 98032 253-856-5264 DATE: June 19, 2018 TO: Operations Committee SUBJECT: Finance Directors Report for April 2018 SUMMARY: The Finance Director will report out the April 2018 financial report. 5 min. ATTACHMENTS: 1. April Monthly Report (PDF) 8 Packet Pg. 321 2018 Adj Budget 2018 YTD 2018 Est Actual Variance Favorable (Unfavorable) %Variance Favorable (Unfavorable) Revenues 103,130,990 37,037,665 105,212,840 2,081,850 2.0% Expenditures 103,320,667 27,326,763 103,035,158 285,509 0.3% Net Revenues Less Expenditures (189,677) 9,710,902 2,177,682 2,367,359 Beginning Fund Balance 21,595,175 21,595,175 Ending Fund Balance 21,405,498 23,772,858 Ending Fund Balance Detail: General Fund Reserves 20,815,328 23,027,748 20.1%22.3% Restricted for Annexation 590,170 745,110 Revenue Overview Expenditures Overview Required Ending Fund Balance Calculation Estimated Expenditures for 2018 (from above)103,035,158 18.0% 18% GF Ending Fund Balance 18,546,328 April 2018 Monthly Financial Report City of Kent, Washington General Fund Overview Summary Analysis through April shows an overall positive budget variance of $2.4 million. The budgeted use of fund balance is offset by the positive budget variance of $2.4 million, creating a net surplus of $2.2m. General Fund Reserves are estimated to end the year at $23 million, or 22.3% of estimated 2018 expenditures. Revenues are estimated to end the year approximately $2.1 million (2%) higher than budgeted. Through April, all departments are remaining fairly close to budget with an overall favorable budget variance of $0.3 million or 0.3%. 6.93 2.06 0.83 0.64 4.13 7.65 9.46 11.91 18.92 20.65 23.03 0.00 5.00 10.00 15.00 20.00 25.00 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Est. 2018 General Fund Ending Fund Balance 10-year History (excluding Annexation)$ in millions 8.a Packet Pg. 322 At t a c h m e n t : A p r i l M o n t h l y R e p o r t ( 1 2 7 8 : F i n a n c e D i r e c t o r s R e p o r t f o r A p r i l 2 0 1 8 ) Revenue Categories 2018 Adj Budget 2018 YTD 2018 Est Actual Variance Favorable (Unfavorable) %Variance Favorable (Unfavorable) Taxes: Property 29,532,710 13,716,455 29,520,250 (12,460) 0.0% Sales & Use 21,100,310 7,219,404 21,420,740 320,430 1.5% Utility 19,150,880 7,087,202 19,091,280 (59,600) -0.3% Business & Occupation 8,890,480 65,012 8,980,910 90,430 1.0% Other 879,260 293,960 961,860 82,600 9.4% Licenses and Permits 5,695,870 2,615,260 6,398,260 702,390 12.3% Intergovernmental Revenue 7,946,370 2,233,839 8,080,040 133,670 1.7% Charges for Services 5,844,610 2,779,943 6,684,340 839,730 14.4% Fines and Forfeitures 1,565,970 375,033 1,332,030 (233,940) -14.9% Miscellaneous Revenue 1,574,530 651,558 1,793,130 218,600 13.9% Transfers In 950,000 - 950,000 - Total Revenues 103,130,990 37,037,665 105,212,840 2,081,850 2.0% Fines & Forfeitures: $234k decrease due primarily to lower than anticipated civil penalties to date ($220k) Miscellaneous Revenue: $218k increase due to interest income ($75k), rents & royaties ($50k), miscellaneous revenue ($72k) April 2018 Monthly Financial Report City of Kent, Washington General Fund Overview - Revenues Variance analysis for revenues is provided for particular line items or those in which the estimated actual amount differs from the budgeted amount by at least 10% or minimum of $500,000. Variance Notes Charges & Services: $840k increase over budget due to higher planning development service charges in January ($234k), February ($500k), and March ($220k) than budgeted, offset by decreases in public safety charges of (80k). Licenses and Permits: $700k increase due to $450k of bldg/struc permits, $150k in higher street/curb permits, & $100k in business licenses & franchise fees Property Taxes 28% Sales Taxes 20% Utility Taxes 18% B&O Taxes 9%Other Taxes 1% Licenses and Permits 6% Intergovernmental 8% Charges for Services 6% Fines & Forfeits 2% Misc & Transfers In 3% Other 24% 2018 Estimated General Fund Revenues 8.a Packet Pg. 323 At t a c h m e n t : A p r i l M o n t h l y R e p o r t ( 1 2 7 8 : F i n a n c e D i r e c t o r s R e p o r t f o r A p r i l 2 0 1 8 ) Prior Year Revenues Budgeted Revenues Actual Revenues January 5,578 6,021 5,721 February 5,024 5,516 5,542 March 7,586 8,148 7,432 April 17,008 16,729 18,343 May 6,492 7,431 0 June 6,175 6,633 0 July 7,351 6,916 0 August 5,581 5,633 0 September 6,738 7,301 0 October 15,494 16,964 0 November 6,875 6,659 0 December 11,017 9,180 0 Total 100,919 103,131 37,038 Prior Year Revenues Budgeted Revenues Actual Revenues January 0 11 0 February 197 224 213 March 711 966 736 April 9,768 11,775 12,768 May 1,324 2,345 0 June 109 160 0 July 26 56 0 August 85 107 0 September 561 665 0 October 8,610 11,300 0 November 1,361 1,668 0 December 249 256 0 Total 23,000 29,533 13,716 Prior Year Revenues Budgeted Revenues Actual Revenues January 1,686 1,610 1,761 February 1,986 2,056 2,045 March 1,550 1,560 1,810 April 1,547 1,553 1,604 May 1,836 1,781 0 June 1,587 1,456 0 July 1,739 1,724 0 August 1,964 1,918 0 September 1,693 1,771 0 October 1,783 1,765 0 November 1,841 1,916 0 December 1,898 1,992 0 Total 21,109 21,100 7,219 April 2018 Monthly Financial Report City of Kent, Washington General Fund Revenues ($ in Thousands) All Revenues Sources Property Tax Sales Tax $0 $20,000 $40,000 $60,000 $80,000 $100,000 $120,000 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 18 Bud 17 Act 18 Act $0 $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 $35,000 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 18 Bud 17 Act 18 Act $0 $5,000 $10,000 $15,000 $20,000 $25,000 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 18 Bud 17 Act 18 Act 8.a Packet Pg. 324 At t a c h m e n t : A p r i l M o n t h l y R e p o r t ( 1 2 7 8 : F i n a n c e D i r e c t o r s R e p o r t f o r A p r i l 2 0 1 8 ) April 2018 Monthly Financial Report City of Kent, Washington General Fund Revenues ($ in Thousands) Prior Year Revenues Budgeted Revenues Actual Revenues January 1,842 2,052 1,860 February 1,829 1,675 1,771 March 1,739 1,606 1,719 April 1,873 1,817 1,737 May 1,566 1,486 0 June 1,505 1,363 0 July 1,631 1,707 0 August 1,479 1,434 0 September 1,574 1,674 0 October 1,536 1,498 0 November 1,535 1,443 0 December 1,540 1,396 0 Total 19,648 19,151 7,087 Prior Year Revenues Budgeted Revenues Actual Revenues January 1 6 1 February 4 24 3 March 494 265 33 April 1,945 1,888 322 May 232 338 0 June 153 123 0 July 1,984 1,753 0 August 185 364 0 September 8 92 0 October 1,950 1,965 0 November 578 358 0 December 2,509 2,595 0 Total 10,042 9,770 359 Prior Year Revenues Budgeted Revenues Actual Revenues January 2,049 1,697 2,099 February 1,008 948 1,510 March 3,092 2,765 3,135 April 1,876 1,597 1,912 May 1,534 1,519 0 June 2,820 2,980 0 July 1,969 1,610 0 August 1,868 1,467 0 September 2,902 2,758 0 October 1,615 1,931 0 November 1,561 1,195 0 December 4,821 3,110 0 Total 27,119 23,577 8,656 Utility Tax Other Taxes Other Revenues (Intergovernmental, Licenses & Permits, Charges for Service, Fines & Forfeits, and Misc Revenues) $0 $5,000 $10,000 $15,000 $20,000 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov 18 Bud 17 Act 18 Act $0 $2,000 $4,000 $6,000 $8,000 $10,000 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 18 Bud 17 Act 18 Act $0 $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 18 Bud 17 Act 18 Act 8.a Packet Pg. 325 At t a c h m e n t : A p r i l M o n t h l y R e p o r t ( 1 2 7 8 : F i n a n c e D i r e c t o r s R e p o r t f o r A p r i l 2 0 1 8 ) Department 2018 Adj Budget 2018 YTD 2018 Est Actual Variance Favorable (Unfavorable) %Variance Favorable (Unfavorable) City Council 409,150 129,263 398,000 11,150 2.7% Mayor's Office/City Clerk 3,063,990 888,550 2,965,500 98,490 3.2% Economic & Community Dev 7,305,340 2,245,982 7,185,700 119,640 1.6% Finance 3,007,710 955,440 3,048,600 (40,890) -1.4% Fire Contracted Services 3,657,530 1,099,529 3,714,069 (56,539) -1.5% Human Resources 2,213,030 704,803 2,192,000 21,030 1.0% Information Technology 519,450 170,049 514,209 5,241 1.0% Law 1,777,920 582,513 1,791,000 (13,080) -0.7% Municipal Court 3,405,030 1,087,703 3,395,600 9,430 0.3% Parks, Recreation & Comm Svcs 18,488,507 5,327,248 18,248,600 239,907 1.3% Police 38,863,160 12,640,110 39,032,200 (169,040) -0.4% Public Works 1,318,470 380,665 1,258,300 60,170 4.6% Non-Departmental 19,291,380 1,114,909 19,291,380 Total Expenditures 103,320,667 27,326,763 103,035,158 285,509 0.3% April 2018 Monthly Financial Report City of Kent, Washington General Fund Overview - Expenditures Variance analysis for expenditures is provided for particular departments or those in which the estimated actual amount differs from the budgeted amount by at least 10% or a minimum of $500,000. Variance Notes None. City Council Mayor's Office/City Clerk 3% ECD 7% Finance 3% Fire Contracted Services 4% Human Resources 2% Information Technology Law 2% Municipal Court 3% Parks, Recreation & Comm Svcs 18% Police 38% Public Works 1% Non-Departmental 19% Other 8% 2018 Estimated General Fund Expenditures 8.a Packet Pg. 326 At t a c h m e n t : A p r i l M o n t h l y R e p o r t ( 1 2 7 8 : F i n a n c e D i r e c t o r s R e p o r t f o r A p r i l 2 0 1 8 ) 2017 2018 2018 2018 Actuals Adj Budget YTD Est Actual Beginning Fund Balance 19,987,828 21,595,175 21,595,175 21,595,175 Revenues Taxes: Property 22,999,864 29,532,710 13,716,455 29,520,250 Sales & Use 21,109,277 21,100,310 7,219,404 21,420,740 Utility 19,648,349 19,150,880 7,087,202 19,091,280 Business & Occupation 9,141,800 8,890,480 65,012 8,980,910 Other 900,663 879,260 293,960 961,860 Licenses and Permits 6,962,130 5,695,870 2,615,260 6,398,260 Intergovernmental Revenue 8,102,414 7,946,370 2,233,839 8,080,040 Charges for Services 7,328,567 5,844,610 2,779,943 6,684,340 Fines and Forfeitures 1,549,964 1,565,970 375,033 1,332,030 Miscellaneous Revenue 2,241,585 1,574,530 651,558 1,793,130 Transfers In 934,128 950,000 - 950,000 Total Revenues 100,918,740 103,130,990 37,037,665 105,212,840 Expenditures City Council 349,577 409,150 129,263 398,000 Mayor's Office/City Clerk 2,745,792 3,063,990 888,550 2,965,500 Economic & Community Dev 5,841,098 7,305,340 2,245,982 7,185,700 Finance 2,522,554 3,007,710 955,440 3,048,600 Fire Contracted Services 3,668,180 3,657,530 1,099,529 3,714,069 Human Resources 1,835,276 2,213,030 704,803 2,192,000 Information Technology 521,151 519,450 170,049 514,209 Law 1,600,451 1,777,920 582,513 1,791,000 Municipal Court 3,128,652 3,405,030 1,087,703 3,395,600 Parks, Recreation & Comm Svcs 16,655,356 18,488,507 5,327,248 18,248,600 Police 37,167,622 38,863,160 12,640,110 39,032,200 Public Works 1,111,563 1,318,470 380,665 1,258,300 Non-Departmental 22,164,122 19,291,380 1,114,909 19,291,380 Total Expenditures 99,311,394 103,320,667 27,326,763 103,035,158 Net Revenues less Expenditures 1,607,347 (189,677) 9,710,902 2,177,682 Ending Fund Balance 21,595,175 21,405,498 31,306,078 23,772,858 Ending Fund Balance Detail: General Fund Reserves 20,654,417 20,815,328 23,027,748 based on same year actuals/budget 20.8% 20.1% 22.3% Restricted for Annexation 940,759 590,170 745,110 April 2018 Monthly Financial Report City of Kent, Washington General Fund 8.a Packet Pg. 327 At t a c h m e n t : A p r i l M o n t h l y R e p o r t ( 1 2 7 8 : F i n a n c e D i r e c t o r s R e p o r t f o r A p r i l 2 0 1 8 ) 2016 2017 2018 % of thru April thru April thru April Budget Revenues Taxes: Property 10,467,541 10,675,686 13,716,455 3,040,769 28.5%53.1% Sales & Use 6,580,132 6,768,552 7,219,404 450,852 6.7%51.6% Utility 7,004,076 7,282,264 7,087,202 (195,062) -2.7%54.6% Business & Occupation 1,335,014 2,236,288 65,012 (2,171,276) -97.1%28.8% Other 215,766 207,578 293,960 86,382 41.6%30.6% Licenses and Permits 2,063,585 2,233,268 2,615,260 381,992 17.1%51.9% Intergovernmental Revenue 2,160,752 2,132,055 2,233,839 101,784 4.8%52.7% Charges for Services 1,746,016 2,345,724 2,779,943 434,219 18.5%67.8% Fines and Forfeitures 512,731 690,076 375,033 (315,043) -45.7%57.7% Miscellaneous Revenue 518,088 625,388 651,558 26,169 4.2%65.7% Transfers In - - - - Total Revenues 32,603,701 35,196,880 37,037,665 1,840,785 5.2%35.9% Expenditures City Council 104,260 128,271 129,263 992 0.8%31.6% Mayor's Office/City Clerk 834,913 813,311 888,550 75,239 9.3%29.0% Economic & Community Dev 1,749,538 1,862,136 2,245,982 383,846 20.6%30.7% Finance 810,818 751,673 955,440 203,767 27.1%31.8% Fire Contracted Services 950,831 982,360 1,099,529 117,170 11.9%30.1% Human Resources 522,002 566,309 704,803 138,493 24.5%31.8% Information Technology 172,070 194,345 170,049 (24,295) -12.5%32.7% Law 473,991 506,446 582,513 76,067 15.0%32.8% Municipal Court 1,000,437 1,022,127 1,087,703 65,576 6.4%31.9% Parks, Recreation & Comm Svcs 4,983,451 4,977,149 5,327,248 350,099 7.0%28.8% Police 11,219,910 11,967,125 12,640,110 672,984 5.6%32.5% Public Works 586,743 394,544 380,665 (13,879) -3.5%28.9% Non-Departmental 464,715 233,430 1,114,909 881,479 377.6%5.8% Total Expenditures 23,873,680 24,399,226 27,326,763 2,927,537 12.0%26.4% *General Govt. includes City Council, Mayor/Clerk, HR, IT, & Finance Variance April 2018 Monthly Financial Report City of Kent, Washington General Fund Year-to-Year Month Comparison 2018-17 0 2,000,000 4,000,000 6,000,000 8,000,000 10,000,000 12,000,000 14,000,000 16,000,000 Property Taxes Sales & Use Taxes Utility Taxes Other Revenues GF Revenues thru April 2016 2017 2018 0 2,000,000 4,000,000 6,000,000 8,000,000 10,000,000 12,000,000 14,000,000 Police Parks *General Govt. ECD Non-Dept. and Other Divisions GF Expenditures thru April 2016 2017 2018 8.a Packet Pg. 328 At t a c h m e n t : A p r i l M o n t h l y R e p o r t ( 1 2 7 8 : F i n a n c e D i r e c t o r s R e p o r t f o r A p r i l 2 0 1 8 ) 2016 2017 2018 2018 2018 Actual Actual Budget YTD Est Actual Operating revenues and expenditures only; capital and non-capital projects are excluded. In instances where expenditures exceed revenues, fund balance is being utilized. Street Fund Revenues 14,254,751 14,407,771 11,921,560 3,833,974 13,138,190 Expenditures 14,369,693 12,511,397 15,198,840 4,597,117 15,198,840 Net Revenues Less Expenditures (114,942)1,896,373 (3,277,280)(763,143)(2,060,650) LEOFF 1 Retiree Benefits Revenues 1,035,289 1,285,285 1,193,480 231,614 1,193,480 Expenditures 954,561 1,163,174 1,196,550 448,034 1,196,550 Net Revenues Less Expenditures 80,728 122,111 (3,070)(216,420)(3,070) Lodging Tax Revenues 294,859 316,975 286,610 71,369 288,610 Expenditures 219,989 328,804 392,750 128,203 392,750 Net Revenues Less Expenditures 74,870 (11,830)(106,140)(56,834)(104,140) Youth/Teen Programs Revenues 911,855 955,757 936,220 353,220 936,220 Expenditures 942,000 942,000 942,000 942,000 Net Revenues Less Expenditures (30,145)13,757 (5,780)353,220 (5,780) Capital Resources Revenues 20,751,646 19,948,247 17,356,830 5,493,519 20,414,930 Expenditures 15,248,984 15,579,639 23,130,430 1,754,508 23,130,430 Net Revenues Less Expenditures 5,502,662 4,368,607 (5,773,600)3,739,011 (2,715,500) Criminal Justice Revenues 4,873,770 6,032,589 4,200,900 1,559,804 4,535,000 Expenditures 3,157,680 4,533,302 4,306,560 1,433,478 4,500,000 Net Revenues Less Expenditures 1,716,090 1,499,287 (105,660)126,326 35,000 ShoWare Operating Revenues 1,647,988 1,355,226 1,234,430 244,714 1,235,430 Expenditures 1,097,457 1,067,836 1,102,020 165,880 1,102,020 Net Revenues Less Expenditures 550,531 287,390 132,410 78,834 133,410 Other Operating Revenues 135,731 129,338 120,650 5,000 120,650 Expenditures 63,059 40,094 120,650 16,042 120,650 Net Revenues Less Expenditures 72,672 89,244 (11,042) Councilmanic Debt Service Revenues 86,581,322 10,781,229 10,531,820 10,531,820 Expenditures 85,720,181 10,316,403 10,066,990 10,066,990 Net Revenues Less Expenditures 861,141 464,826 464,830 464,830 Special Assessment Debt Service Revenues 2,151,133 1,979,573 1,504,460 78,096 1,504,460 Expenditures 3,032,661 2,585,818 1,563,470 736,788 1,563,470 Net Revenues Less Expenditures (881,528)(606,245)(59,010)(658,693)(59,010) Debt Service Funds April 2018 Monthly Financial Report City of Kent, Washington Other Funds Overview (Revenues and Expenditures) Special Revenue Funds 8.a Packet Pg. 329 At t a c h m e n t : A p r i l M o n t h l y R e p o r t ( 1 2 7 8 : F i n a n c e D i r e c t o r s R e p o r t f o r A p r i l 2 0 1 8 ) 2016 2017 2018 2018 2018 Actual Actual Budget YTD Est Actual Operating revenues and expenditures only; capital and non-capital projects are excluded. In instances where expenditures exceed revenues, fund balance is being utilized. April 2018 Monthly Financial Report City of Kent, Washington Other Funds Overview (Revenues and Expenditures) Water Utility Revenues 24,526,000 28,209,235 25,718,320 7,767,276 25,718,320 Expenditures 21,654,832 26,577,932 28,943,430 4,583,859 28,000,000 Net Revenues Less Expenditures 2,871,168 1,631,303 (3,225,110)3,183,417 (2,281,680) Sewer/Drainage Utility Revenues 53,289,642 54,240,288 53,455,350 19,030,514 54,656,850 Expenditures 50,599,649 49,060,469 57,617,920 13,654,255 57,000,000 Net Revenues Less Expenditures 2,689,993 5,179,819 (4,162,570)5,376,259 (2,343,150) Solid Waste Utility Revenues 774,072 754,868 749,500 215,769 752,000 Expenditures 471,180 577,964 707,330 278,500 707,330 Net Revenues Less Expenditures 302,892 176,904 42,170 (62,731)44,670 Golf Complex Revenues 2,475,682 3,027,079 2,871,410 6,536,911 8,500,000 Expenditures 3,188,762 3,081,308 2,932,980 732,809 5,980,000 Net Revenues Less Expenditures (713,080)(54,229)(61,570)5,804,103 2,520,000 Fleet Services Revenues 4,769,001 5,480,210 4,761,160 1,630,134 4,761,160 Expenditures 3,974,431 4,164,630 9,119,000 1,656,616 9,000,000 Net Revenues Less Expenditures 794,570 1,315,580 (4,357,840)(26,482)(4,238,840) Central Services Revenues 382,444 350,602 449,310 128,461 449,310 Expenditures 399,786 290,147 421,150 143,467 421,150 Net Revenues Less Expenditures (17,342)60,455 28,160 (15,006)28,160 Information Technology Revenues 7,717,834 8,173,478 8,129,885 2,770,321 8,162,640 Expenditures 6,905,076 8,175,302 8,706,380 2,894,614 8,706,380 Net Revenues Less Expenditures 812,757 (1,824)(576,495)(124,293)(543,740) Facilities Revenues 5,556,854 4,737,520 4,904,580 1,636,442 4,904,580 Expenditures 4,881,741 4,761,950 5,142,110 1,333,626 5,000,000 Net Revenues Less Expenditures 675,113 (24,429)(237,530)302,815 (95,420) Unemployment Revenues 420,226 167,215 121,700 45,643 121,700 Expenditures 126,718 75,154 171,990 48,507 171,990 Net Revenues Less Expenditures 293,508 92,061 (50,290)(2,864)(50,290) Workers Compensation Revenues 1,200,476 1,082,091 1,074,800 325,166 1,074,800 Expenditures 1,436,775 1,013,278 1,442,430 376,004 1,442,430 Net Revenues Less Expenditures (236,299)68,813 (367,630)(50,837)(367,630) Enterprise Funds Internal Service Funds Note: Golf revenues include proceeds from the sale of land of $500k in 2017 and $6m in 2018. 2018 Exp include $3.2m transfer to Capital Projects 8.a Packet Pg. 330 At t a c h m e n t : A p r i l M o n t h l y R e p o r t ( 1 2 7 8 : F i n a n c e D i r e c t o r s R e p o r t f o r A p r i l 2 0 1 8 ) 2016 2017 2018 2018 2018 Actual Actual Budget YTD Est Actual Operating revenues and expenditures only; capital and non-capital projects are excluded. In instances where expenditures exceed revenues, fund balance is being utilized. April 2018 Monthly Financial Report City of Kent, Washington Other Funds Overview (Revenues and Expenditures) Employee Health & Wellness Revenues 10,688,926 11,707,967 12,995,990 3,809,343 12,995,990 Expenditures 12,130,696 13,428,552 14,629,950 4,671,318 14,500,000 Net Revenues Less Expenditures (1,441,770)(1,720,584)(1,633,960)(861,974)(1,504,010) Liability Insurance Revenues 1,447,027 2,087,755 1,510,060 597,243 1,510,060 Expenditures 2,145,627 2,180,680 1,925,930 1,143,484 1,925,930 Net Revenues Less Expenditures (698,600)(92,925)(415,870)(546,241)(415,870) 2017: October budget change for $200,000 to ensure adequate budget to cover judgments and damages costs Property Insurance Revenues 628,105 556,770 565,920 191,515 565,920 Expenditures 445,135 436,283 526,490 217,838 526,490 Net Revenues Less Expenditures 182,970 120,487 39,430 (26,322)39,430 0 10,000,000 20,000,000 30,000,000 40,000,000 50,000,000 60,000,000 70,000,000 80,000,000 90,000,000 100,000,000 2016 Actuals 2017 Actuals 2018 Budget 2018 Est. Actuals Other Fund Revenues Special Revenue Funds Enterprise Funds Internal Service Funds 0 5,000,000 10,000,000 15,000,000 20,000,000 25,000,000 30,000,000 35,000,000 40,000,000 45,000,000 General Fund Special Revenue Funds Enterprise Funds Internal Service Funds 2018 Estimated Fund Balances Beginning Balance Estimated Ending Balance 0 10,000,000 20,000,000 30,000,000 40,000,000 50,000,000 60,000,000 70,000,000 80,000,000 90,000,000 100,000,000 2016 Actuals 2017 Actuals 2018 Budget 2018 Est. Actuals Other Fund Expenditures Special Revenue Funds Enterprise Funds Internal Service Funds 8.a Packet Pg. 331 At t a c h m e n t : A p r i l M o n t h l y R e p o r t ( 1 2 7 8 : F i n a n c e D i r e c t o r s R e p o r t f o r A p r i l 2 0 1 8 ) 2018 2018 2018 2018 Beginning Fund Balance Estimated Revenues Estimated Expenditures Ending Fund Balance Operating revenues and expenditures only; capital and non-capital projects are excluded. General Fund 21,595,174 105,212,840 103,035,158 23,772,856 Street Fund 5,873,486 13,138,190 15,198,840 3,812,836 LEOFF 1 Retiree Benefits 1,296,372 1,193,480 1,196,550 1,293,302 Lodging Tax 457,557 288,610 392,750 353,417 Youth/Teen Programs 104,887 936,220 942,000 99,107 Capital Resources 15,646,334 20,414,930 23,130,430 12,930,834 Criminal Justice 7,197,004 4,535,000 4,500,000 7,232,004 ShoWare Operating 2,518,894 1,235,430 1,102,020 2,652,304 Other Operating 526,158 120,650 120,650 526,158 Councilmanic Debt Service 986,220 10,531,820 10,066,990 1,451,050 Special Assessments Debt Service 582,661 1,504,460 1,563,470 523,651 Water Utility 20,803,436 25,718,320 28,000,000 18,521,756 Sewer/Drainage Utility 24,390,396 54,656,850 57,000,000 22,047,246 Solid Waste Utility 479,431 752,000 707,330 524,101 Golf Complex (3,816,932) 8,500,000 5,980,000 (1,296,932) Fleet Services 5,869,149 4,761,160 9,000,000 1,630,309 Central Services (3,113) 449,310 421,150 25,047 Information Technology 3,593,294 8,162,640 8,706,380 3,049,554 Facilities 2,316,961 4,904,580 5,000,000 2,221,541 Unemployment 1,424,508 121,700 171,990 1,374,218 Workers Compensation 2,374,326 1,074,800 1,442,430 2,006,696 Employee Health & Wellness 2,960,567 12,995,990 14,500,000 1,456,557 Liability Insurance 1,661,132 1,510,060 1,925,930 1,245,262 Property Insurance 652,035 565,920 526,490 691,465 Enterprise Funds Internal Service Funds April 2018 Monthly Financial Report City of Kent, Washington Fund Balances General Fund Special Revenue Funds Debt Service Funds 8.a Packet Pg. 332 At t a c h m e n t : A p r i l M o n t h l y R e p o r t ( 1 2 7 8 : F i n a n c e D i r e c t o r s R e p o r t f o r A p r i l 2 0 1 8 ) 2016 2017 2018 thru April thru April thru April Operating revenues and expenditures only; capital and non-capital projects are excluded. Street Fund Revenues 4,199,761 3,584,238 3,833,974 249,736 7.0% Expenditures 2,725,082 2,570,546 4,597,117 2,026,571 78.8% Net Revenues Less Expenditures 1,474,679 1,013,692 (763,143) LEOFF 1 Retiree Benefits Revenues 16,589 338,549 231,614 (106,935)-31.6% Expenditures 288,524 375,671 448,034 72,363 19.3% Net Revenues Less Expenditures (271,936)(37,122)(216,420) 2016 revenues reflect a timing difference because of revenues that were not booked until June. Lodging Tax Revenues 66,326 70,953 71,369 416 0.6% Expenditures 54,104 52,679 128,203 75,524 143.4% Net Revenues Less Expenditures 12,222 18,275 (56,834) Youth/Teen Programs Revenues 337,069 364,656 353,220 (11,436)-3.1% Expenditures Net Revenues Less Expenditures 337,069 364,656 353,220 Capital Resources Revenues 4,205,415 3,927,253 5,493,519 1,566,266 39.9% Expenditures 759,969 0 1,754,508 1,754,508 Net Revenues Less Expenditures 3,445,446 3,927,253 3,739,011 Criminal Justice Revenues 1,595,811 1,613,449 1,559,804 (53,645)-3.3% Expenditures 933,623 1,248,504 1,433,478 184,974 14.8% Net Revenues Less Expenditures 662,188 364,945 126,326 ShoWare Operating Revenues 125,148 108,389 244,714 136,325 125.8% Expenditures 137,215 156,620 165,880 9,260 5.9% Net Revenues Less Expenditures (12,067)(48,231)78,834 Admissions Tax revenues received quarterly (April, July, September, January) Other Operating Revenues 5,000 5,000 Expenditures 18,942 2,342 16,042 13,701 585.1% Net Revenues Less Expenditures (18,942)(2,342)(11,042) Combines several small programs, including City Art Program and Neighborhood Matching Grants April 2018 Monthly Financial Report City of Kent, Washington Other Funds Overview (Revenues and Expenditures) Year-to-Year Month Comparison 2018-17 Special Revenue Funds Variance 8.a Packet Pg. 333 At t a c h m e n t : A p r i l M o n t h l y R e p o r t ( 1 2 7 8 : F i n a n c e D i r e c t o r s R e p o r t f o r A p r i l 2 0 1 8 ) 2016 2017 2018 thru April thru April thru April Operating revenues and expenditures only; capital and non-capital projects are excluded. April 2018 Monthly Financial Report City of Kent, Washington Other Funds Overview (Revenues and Expenditures) Year-to-Year Month Comparison 2018-17 Variance Councilmanic Debt Service Revenues Expenditures Net Revenues Less Expenditures Debt service payments are generally due in June and December. Special Assessments Debt Service Revenues 186,206 154,414 78,096 (76,318)-49.4% Expenditures 425,302 543 736,788 736,245 135476.1% Net Revenues Less Expenditures (239,096)153,871 (658,693) Water Utility Revenues 5,644,108 7,329,782 7,767,276 437,494 6.0% Expenditures 3,891,773 4,382,249 4,583,859 201,610 4.6% Net Revenues Less Expenditures 1,752,335 2,947,534 3,183,417 Sewer/Drainage Utility Revenues 15,837,170 16,979,587 19,030,514 2,050,927 12.1% Expenditures 12,201,817 13,122,656 13,654,255 531,599 4.1% Net Revenues Less Expenditures 3,635,353 3,856,931 5,376,259 Solid Waste Utility Revenues 208,110 200,232 215,769 15,537 7.8% Expenditures 128,527 136,734 278,500 141,765 103.7% Net Revenues Less Expenditures 79,583 63,498 (62,731) Golf Complex Revenues 600,345 490,480 6,536,911 6,046,431 1232.8% Expenditures 866,256 779,391 732,809 (46,582)-6.0% Net Revenues Less Expenditures (265,911)(288,911)5,804,103 2017 revenues down due to inclement weather conditions in Q1. 2018 includes $6m sale of land. Fleet Services Revenues 1,593,652 1,620,411 1,630,134 9,723 0.6% Expenditures 1,007,230 1,138,412 1,656,616 518,204 45.5% Net Revenues Less Expenditures 586,421 481,999 (26,482) Central Services Revenues 134,110 108,312 128,461 20,149 18.6% Expenditures 116,070 81,915 143,467 61,552 75.1% Net Revenues Less Expenditures 18,040 26,396 (15,006) Debt Service Funds Enterprise Funds Internal Service Funds 8.a Packet Pg. 334 At t a c h m e n t : A p r i l M o n t h l y R e p o r t ( 1 2 7 8 : F i n a n c e D i r e c t o r s R e p o r t f o r A p r i l 2 0 1 8 ) 2016 2017 2018 thru April thru April thru April Operating revenues and expenditures only; capital and non-capital projects are excluded. April 2018 Monthly Financial Report City of Kent, Washington Other Funds Overview (Revenues and Expenditures) Year-to-Year Month Comparison 2018-17 Variance Information Technology Revenues 2,516,499 2,622,784 2,770,321 147,537 5.6% Expenditures 2,262,097 2,370,446 2,894,614 524,167 22.1% Net Revenues Less Expenditures 254,402 252,337 (124,293) Facilities Revenues 1,795,110 1,562,151 1,636,442 74,290 4.8% Expenditures 1,414,727 1,306,714 1,333,626 26,912 2.1% Net Revenues Less Expenditures 380,383 255,437 302,815 Unemployment Revenues 138,310 69,466 45,643 (23,822)-34.3% Expenditures 49,731 20,279 48,507 28,228 139.2% Net Revenues Less Expenditures 88,579 49,187 (2,864) Workers Compensation Revenues 392,574 343,075 325,166 (17,908)-5.2% Expenditures 361,225 345,943 376,004 30,061 8.7% Net Revenues Less Expenditures 31,350 (2,868)(50,837) Employee Health & Wellness Revenues 3,508,466 3,645,397 3,809,343 163,946 4.5% Expenditures 4,285,944 4,429,376 4,671,318 241,942 5.5% Net Revenues Less Expenditures (777,478)(783,979)(861,974) Liability Insurance Revenues 380,558 431,191 597,243 166,053 38.5% Expenditures 1,211,719 1,892,934 1,143,484 (749,450)-39.6% Net Revenues Less Expenditures (831,161)(1,461,743)(546,241) Property Insurance Revenues 204,180 186,644 191,515 4,872 2.6% Expenditures 243,733 217,064 217,838 774 0.4% Net Revenues Less Expenditures (39,553)(30,420)(26,322) 0 5,000,000 10,000,000 15,000,000 20,000,000 25,000,000 30,000,000 35,000,000 Special Revenue Funds Enterprise Funds Internal Service Funds Other Fund Revenues thru April 2016 2017 2018 0 2,000,000 4,000,000 6,000,000 8,000,000 10,000,000 12,000,000 14,000,000 16,000,000 18,000,000 20,000,000 Special Revenue Funds Enterprise Funds Internal Service Funds Other Fund Expenditures thru April 2016 2017 2018 8.a Packet Pg. 335 At t a c h m e n t : A p r i l M o n t h l y R e p o r t ( 1 2 7 8 : F i n a n c e D i r e c t o r s R e p o r t f o r A p r i l 2 0 1 8 ) Project Prior Years 2018 Total Balance Budgets Actuals YTD to Date Remaining Street Fund Resources 11,934,405 7,192,854 (49,022) 7,143,831 4,790,574 Expenditures 11,934,405 4,384,175 199,678 4,583,853 7,350,552 Net Resources Less Expenditures 2,808,679 (248,701)2,559,978 (2,559,978) Capital Resources Resources 1,540,800 1,491,470 1,491,470 49,330 Expenditures 1,540,800 1,433,565 20,271 1,453,837 86,963 Net Resources Less Expenditures 57,905 (20,271)37,633 (37,633) Criminal Justice Resources 1,573,604 1,457,867 101,140 1,559,007 14,598 Expenditures 1,573,604 1,395,875 96,359 1,492,234 81,370 Net Resources Less Expenditures 61,992 4,781 66,773 (66,773) Housing & Community Development Resources 3,010,536 1,345,765 1,345,765 1,664,771 Expenditures 3,010,536 1,345,765 282,521 1,628,287 1,382,249 Net Resources Less Expenditures (282,521)(282,521)282,521 ShoWare Operating Resources 310,000 310,000 310,000 Expenditures 310,000 225,570 84,430 310,000 Net Resources Less Expenditures 84,430 (84,430) Other Operating Resources 713,213 1,018,022 12,750 1,030,772 (317,559) Expenditures 713,213 868,258 12,995 881,253 (168,040) Net Resources Less Expenditures 149,763 (245)149,519 (149,519) Street Capital Projects Resources 171,846,475 134,562,754 6,015,312 140,578,066 31,268,409 Expenditures 171,846,475 123,474,413 6,050,208 129,524,622 42,321,853 Net Resources Less Expenditures 11,088,341 (34,896)11,053,444 (11,053,444) Parks Capital Projects Resources 33,964,839 22,052,841 1,054,732 23,107,574 10,857,265 Expenditures 33,964,839 14,883,925 1,699,261 16,583,187 17,381,652 Net Resources Less Expenditures 7,168,916 (644,529)6,524,387 (6,524,387) Technology Capital Projects Resources 10,425,425 8,553,250 768,000 9,321,250 1,104,175 Expenditures 10,425,425 1,974,309 324,028 2,298,338 8,127,087 Net Resources Less Expenditures 6,578,941 443,972 7,022,912 (7,022,912) Facilities Capital Projects Resources 9,102,238 9,102,239 9,102,239 (1) Expenditures 9,102,238 9,082,605 917 9,083,522 18,716 Net Resources Less Expenditures 19,634 (917) 18,717 (18,717) April 2018 Monthly Financial Report City of Kent, Washington Capital and Non-Capital Projects Special Revenue Funds Capital Project Funds 8.a Packet Pg. 336 At t a c h m e n t : A p r i l M o n t h l y R e p o r t ( 1 2 7 8 : F i n a n c e D i r e c t o r s R e p o r t f o r A p r i l 2 0 1 8 ) Project Prior Years 2018 Total Balance Budgets Actuals YTD to Date Remaining April 2018 Monthly Financial Report City of Kent, Washington Capital and Non-Capital Projects Other Capital Projects Resources 1,790,820 1,428,779 20,111 1,448,890 341,930 Expenditures 1,790,820 399,034 35,048 434,082 1,356,738 Net Resources Less Expenditures 1,029,745 (14,937)1,014,808 (1,014,808) Water Utility Resources 39,943,201 33,158,669 103,793 33,262,462 6,680,739 Expenditures 39,943,201 12,157,318 1,083,788 13,241,106 26,702,095 Net Resources Less Expenditures 21,001,350 (979,995)20,021,355 (20,021,355) Sewer/Drainage Utility Resources 116,583,059 97,343,152 108,119 97,451,271 19,131,788 Expenditures 116,583,059 73,607,412 894,297 74,501,709 42,081,350 Net Resources Less Expenditures 23,735,740 (786,177)22,949,562 (22,949,562) Golf Complex Resources 650,000 550,000 550,000 100,000 Expenditures 650,000 300,000 300,000 350,000 Net Resources Less Expenditures 250,000 250,000 (250,000) Fleet Services Resources 1,750,000 1,450 1,450 1,748,550 Expenditures 1,750,000 162 1,570 1,732 1,748,268 Net Resources Less Expenditures (162)(120)(282)282 Facilities Resources 6,151,007 5,460,007 5,399 5,465,406 685,601 Expenditures 6,151,007 3,956,750 29,836 3,986,586 2,164,421 Net Resources Less Expenditures 1,503,257 (24,437)1,478,820 (1,478,820) Enterprise Funds Internal Service Funds 696,255 6% 6,050,208 56% 1,699,261 16% 1,978,085 18% 324,028 3% 67,371 1% 2018 YTD Capital & Non-Capital Project Spending Special Revenue Fund Projects Street Capital Projects Parks Capital Projects Utility Capital Projects Technology Capital Projects Other Capital & Non-Capital Projects 10,349,463 4% 129,524,622 50%16,583,187 6% 2,298,338 1% 88,042,815 34% 13,505,922 5% Total Spend to Date on Open Projects Special Revenue Fund Projects Street Capital Projects Parks Capital Projects Technology Capital Projects Utility Capital Projects Other Capital & Non- Capital Projects 8.a Packet Pg. 337 At t a c h m e n t : A p r i l M o n t h l y R e p o r t ( 1 2 7 8 : F i n a n c e D i r e c t o r s R e p o r t f o r A p r i l 2 0 1 8 )