HomeMy WebLinkAboutIT18-302 - Amendment - SHI International Corp - Commvault Hyperscale X and Cloud Backup - 7/31/2023 FOR CITY OF KENT OFFICIAL USE ONLY
Sup/Mgr:
Agreement Routing Form DirAsst:
• For Approvals,Signatures and Records Management Dir/Dep:
KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional)
WASHINGTON Sheet forms. (Print on pink or cherry colored paper)
Originator: Department:
Ikhra Mohamed IT
Date Sent: Date Required:
c 07/06/2023 07/14/2023
QAuthorized to Sign: Date of Council Approval:
Q �✓ Mayor or Designee 07/03/2018
Budget Account Number: Grant? Yes No�✓
T20239
Budget?❑✓ Yes Type: N/A
Vendor Name: JA Category:
SHI International Corp. Contract
Vendor Number: Sub-Category:
SHI International Corp Amendment
0
Project Name: Commvault Hyperscale X & Cloud Backup
OProject Details: Procurement of new, 4-year subscription of Commvault Hyperscale X &Cloud Backup
C
under approved SHI - National Cooperative Contract for National Intergovernmental
Purchasing Alliance Company. Multi-year, paid upfront. Append to IT18-302.
C
Basis for Selection of Contractor:
Agreement �O7/31/2023
24,673.04 Cooperative Purchase
*Memo to Mayor must be attached A
Start Date: Termination Date: 07/30/2027
a Local Business? Yes PINo*If meets requirements per KCC 3.70.100,please complete"Vendor Purchase-Local Exceptions"form on Cityspace.
Business License Verification: ❑Yes In-Process F1 Exempt(KCC 5.01.045) FlAuthorized Signer Verified
Notice required prior to disclosure? Contract Number:
Yes ✓�No IT18-302
Comments: -
1A
i Dana Ralph, Mayor
7
a+
Date:
�+ Note: On 07/03/2018, Council authorized Mayor to sign future purchases using budgeted funds if the contract
\f is still active. Cooperative Agreement Original Term: March 1, 2018 to February 28, 2023 was recently
?r extended by amendment to February 28, 2025. This packet includes all amendments to the Agreement since
N 2018.
> Option to renew for two (2) additional one-year periods through February 28, 2025 has been exercised.
Date Received:City Attorney: 7/6/23 Date Routed:Mayor's Office 7/10/23 ifity Clerk's Office 7/10/23
adccW22373_ Visit Documents.KentWA.gov to obtain copies of all agreements
7_2
k
�� rev.20221201
000�40
KENT Agenda Item: Consent Calendar - 8E
WASH I N G T O N
TO: City Council
D E: July 3, 2018
SUBJECT: Backup and Recovery System Contract for Technical System Upgrade -
Authorize
MOTION: Authorize the Mayor to sign a participating addendum that allows
the City to purchase technology software and equipment through a
cooperative purchasing agreement the City of Mesa, Arizona entered into
with SHI International Corp., if those purchases are within the City's
established budgets and made during the term of the master agreement,
which is current through February 28, 2023, subject to final terms and
conditions acceptable to the Information Technology Director and City
Attorney.
SUMMARY: The City wishes to enter into an agreement with SHI International Corp.,
which allows the City to participate in a national purchasing cooperative contract that
SHI International Corporation has with the National Intergovernmental Purchasing
Alliance Company ("National IPA"). National IPA provides states, local governments,
public educational entities and other agencies with purchasing power that allows them
to leverage their spending through a single solicitation that obtains best value pricing
and superior contract terms than the agencies could likely do on their own. Purchasing
goods and services through the National IPA purchasing cooperative satisfies the
competitive bid requirements established by Council under KCC 3.70.110(F). One
contract that SHI International Corp. has entered into is a contract with the City of Mesa,
AZ. That contract is currently in effect through February 28, 2023.
The City's current backup and disaster recovery system is at the end of its hardware
lifecycle and is quickly approaching maximum storage capacity. It is critical for this
system to be replaced by an upgraded solution of the same manufacturer to maintain
technical consistency and business continuity. SHI International Corp. is a value-added
reseller of information technology solutions including Commvault systems. Commvault
provides industry leading solutions that will enable the City of Kent to protect and use
its data. Commvault solutions provide built-in business continuity and disaster recovery
for information governance and compliance ensuring transparency. This procurement
will include a fully configured hardware appliance with proprietary and dedicated
software.
If Council authorizes and approves the City's participation in this cooperative
purchasing agreement with SHI International Corp., that action would authorize the
City's immediate purchase of a new backup and disaster recovery system in the total
amount of $223,329.44, plus authorize future purchases that may be required through
the term of the master agreement, but only if those purchases can be paid for with
existing budgeted funds. The terms and conditions of the participating addendum and
master agreement will apply to those purchases.
EXHIBITS:
• Participating Addendum to National IPA Contract #2018011-02 with SHI
International Corp.
• Master Agreement
• Insurance Requirements
• Product Matrix
• Quote
RECOMMENDED BY: Operations Committee
YEA: Boyce, Higgins, Thomas NAY:
BUDGET IMPACTS:
1. Expenditures
Item Price
Commvault Hyperscale Appliance $203 026.76
Tax $20,302.68
Total $223,329.44
STRATEGIC PLAN GOAL(S):
Innovative Government-Delivering outstanding customer service,developing leaders, and fostering innovation.
® Evolving Infrastructure-Connecting people and places through strategic investments in physical and technological infrastructure.
i Pricing Proposal
Quotation#: 23603358
SHI Created On: 6/16/2023
Valid Until: 7/31/2023
WA-City of Kent Lead Inside Account
Manager
James Endicott Thomas Walsh
220 4Th Ave S 290 Davidson Avenue
Kent,WA 98032 Somerset, NJ 08873
United States Phone:732-652-6378
Phone: (253)856 4620 Fax:
Fax: Email: thomas_walsh@shi.com
Email: jendicott@kentwa.gov
All Prices are in US Dollar(USD)
Product Qty Your Price Total
1 Commvault Consulting Services.REQUIRES CORRESPONDING quantity of'FXTRVL- 10 $2,589.95 $25,899.50
CONS'for service to be delivered onsite
CommVault Systems-Part#:IC-CONSDEP
Contract Name:Omnia Partners-IT Solutions
Contract#:2018011-02
2 Commvault Project Management Services-Price per hour 20 $233.57 $4,671.40
CommVault Systems-Part#:IC-CONSPM
Contract Name:Omnia Partners-IT Solutions
Contract#:2018011-02
3 Commvault Backup&Recovery(500GB Capped Operating Instance), Per Operating 75 $917.12 $68,784.00
Instance Upfront Payment Payment: Subscription-3 Year
CommVault Systems-Part#:CV-BKRC-C-0I-31
Contract Name:Omnia Partners-IT Solutions
Contract#:2018011-02
4 Commvault Complete DP For Virtual Machines, Per VM(10-Pack)Upfront Payment 27 $1,313.81 $35,472.87
Payment
CommVault Systems-Part#: CV-DP-VM10-31
Contract Name:Omnia Partners-IT Solutions
Contract#:2018011-02
5 Commvault eDiscovery For Mail and Cloud Applications, Per User Upfront Payment 1600 $2.32 $3,712.00
Payment
CommVault Systems-Part#:CV-ED-MB-31
Contract Name:Omnia Partners-IT Solutions
Contract#:2018011-02
6 Commvault Backup&Recovery For Non-Virtual and File,50OGB Capped Operating 1 $0.00 $0.00
Instance Waiver
CommVault Systems-Part#:CV-BKRC-0I-UNCAP-31
Contract Name:Omnia Partners-IT Solutions
Contract#:2018011-02
7 Commvault Complete DP For Virtual Machines, Per VM(10-Pack)Upfront Payment 1 $2,021.70 $2,021.70
Payment
CommVault Systems-Part#: CV-DP-VM10-31
Contract Name:Omnia Partners-IT Solutions
Contract#:2018011-02
8 Commvault Complete DP For Virtual Machines, Per VM(10-Pack)Upfront Payment 1 $0.00 $0.00
Payment
CommVault Systems-Part#: CV-DP-VM10-31
Contract Name:Omnia Partners-IT Solutions
Contract#:2018011-02
9 Metallic Backup for Microsoft 365 Enterprise with eDiscovery with 50GB storage, Per 870 $32.04 $27,874.80
User, Prepaid Subscription-1 Year
CommVault Systems-Part#:MTL-M365EED-USR
Contract Name:Omnia Partners-IT Solutions
Contract#:2018011-02
10 Commvault HyperScale X Appliance for Install-151 TB Usable-Per 3 Node Unit, 1 $139,125.60 $139,125.60
Monthly Rate,Subscription-3 Year, Upfront Payment
CommVault Systems-Part#:CN-CV-E-43288-31
Contract Name:Omnia Partners-IT Solutions
Contract#:2018011-02
11 Commvault HyperScale X Appliance for Install-151 TB Usable-Per 3 Node Unit, 1 $139,125.60 $139,125.60
Monthly Rate,Subscription-3 Year, Upfront Payment
CommVault Systems-Part#:CN-CV-E-43288-31
Contract Name:Omnia Partners-IT Solutions
Contract#:2018011-02
12 Metallic Cloud Storage Service for Commvault, US&Canada,Cool Tier, Subscription, 180 $165.86 $29,854.80
Per TB,Per Month
CommVault Systems-Part#:CV-MCS-AC-TB
Contract Name:Omnia Partners-IT Solutions
Contract#:2018011-02
Subtotal $476,542.27
*Tax $48,130.77
Total $524,673.04
*Tax is estimated. Invoice will include the full and final tax due.
Additional Comments
Please Note:Commvault has a zero returns policy.
Please note, if Emergency Connectivity Funds(ECF)will be used to pay for all or part of this quote, please let us know as we will
need to ensure compliance with the funding program.
Hardware items on this quote may be updated to reflect changes due to industry wide constraints and fluctuations.
Thank you for choosing SHI International Corp!The pricing offered on this quote proposal is valid through the expiration date listed
above.To ensure the best level of service,please provide End User Name, Phone Number, Email Address and applicable Contract
Number when submitting a Purchase Order. For any additional information including Hardware, Software and Services Contracts,
please contact an SHI Inside Sales Representative at(888)744-4084. SHI International Corp. is 100%Minority Owned,Woman
Owned Business.TAX ID#22-3009648; DUNS#61-1429481;CCR#61-243957G;CAGE 1 HTFO
The products offered under this proposal are resold in accordance with the terms and conditions of the Contract referenced under
that applicable line item.
mesa
Contract Title: INFORMATION TECHNOLOGY SOLUTIONS & SERVICES
Contract Number: 2018011
Amendment Number: 1
Description of Change: Amendment to incorporate the below "Federal Certifications"
document with the Contract.
Effective Date of Change: 8/7/2018
Acceptance: On behalf of the undersigned Contractor, I have given careful consideration to this Contract Amendment
and hereby agree to the change(s) and except that as amended herein, all provisions of the Contract remain in full force
and effect.
SHI INTERNATIONAL CORP.: City of Mesa:
'-.�Jr Digitally signed by Edward Quedens
DIN:cn=Edward Quedens,o=City of
Mesa,ou=Business Services
Department.,
Signature Signature Location:
ai=n:City of Mesa esaaz.gov,c=UB
� Location:City of Mesa
Date:2018.09.04 07:13:49-07'00'
Adobe Acrobat version:2018.009.20050
Cassie Skelton
Printed Name City Manager Designee
August 10, 2018
Date Date
Reviewed by:
Signature
Matt Bauer
Printed Name
9/4/2018
Date
FEDERAL CERTIFICATIONS
ADDENDUM FOR AGREEMENT FUNDED BY U.S. FEDERAL GRANT
TO WHOM IT MAY CONCERN:
Participating Agencies may elect to use federal funds to purchase under the Master Agreement. This form should be completed and
returned.
The following certifications and provisions may be required and apply when a Participating Agency expends federal funds for any purchase resulting
from this procurement process. Pursuant to 2 C.F.R.§200.326,all contracts, including small purchases,awarded by the Participating Agency and
the Participating Agency's subcontractors shall contain the procurement provisions of Appendix II to Part 200,as applicable.
APPENDIX II TO 2 CFR PART 200
(A)Contracts for more than the simplified acquisition threshold currently set at$150,000,which is the inflation adjusted amount determined
by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council(Councils)as authorized by 41 U.S.C. 1908,
must address administrative,contractual,or legal remedies in instances where contractors violate or breach contract terms,and provide
for such sanctions and penalties as appropriate.
Pursuant to Federal Rule(A)above,when a Participating Agency expends federal funds,the Participating Agency reserves all rights and privileges
under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party.
Does offeror agree?YES CS Initials of Authorized Representative of offeror
(B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the
basis for settlement.(All contracts in excess of$10,000)
Pursuant to Federal Rule(B)above,when a Participating Agency expends federal funds,the Participating Agency reserves the right to immediately
terminate any agreement in excess of$10,000 resulting from this procurement process in the event of a breach or default of the agreement by
Offeror in the event Offeror fails to: (1) meet schedules, deadlines, and/or delivery dates within the time specified in the procurement solicitation,
contract, and/or a purchase order; (2) make any payments owed;or(3)otherwise perform in accordance with the contract and/or the procurement
solicitation. Participating Agency also reserves the right to terminate the contract immediately, with written notice to offeror, for convenience, if
Participating Agency believes, in its sole discretion that it is in the best interest of Participating Agency to do so. Offeror will be compensated for
work performed and accepted and goods accepted by Participating Agency as of the termination date if the contract is terminated for convenience of
Participating Agency.Any award under this procurement process is not exclusive and Participating Agency
reserves the right to purchase goods and services from other offerors when it is in Participating Agency's best interest.
Does offeror agree? YES CS Initials of Authorized Representative of offeror
(C)Equal Employment Opportunity.Except as otherwise provided under 41 CFR Part 60,all contracts that meet the definition of"federally
assisted construction contract" in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in
accordance with Executive Order 11246, "Equal Employment Opportunity" (30 CFR 12319, 12935,3 CFR Part, 1964-1965 Comp., p.339),
as amended by Executive Order 11375,"Amending Executive Order 11246 Relating to Equal Employment Opportunity,"and implementing
regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs,Equal Employment Opportunity,Department of Labor."
Pursuant to Federal Rule(C)above,when a Participating Agency expends federal funds on any federally assisted construction contract,the equal
opportunity clause is incorporated by reference herein.
Does offeror agree to abide by the above? YES CS Initials of Authorized Representative of offeror
(D) Davis-Bacon Act, as amended(40 U.S.C. 3141-3148).When required by Federal program legislation,all prime construction contracts
in excess of$2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act(40 U.S.C. 3141-
3144, and 3146-3148) as supplemented by Department of Labor regulations(29 CFR Part 5, "Labor Standards Provisions Applicable to
Contracts Covering Federally Financed and Assisted
Construction").In accordance with the statute,contractors must be required to pay wages to laborers and mechanics at a rate not less
than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition,contractors must be required
to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued
by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the
acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding
agency. The contracts must also include a provision for compliance with the Copeland "Anti-Kickback" Act (40 U.S.C. 3145), as
supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work
Financed in Whole or in Part by Loans or Grants from the United States").The Act provides that each contractor or subrecipient must be
CONTRACT AMENDMENT
prohibited from inducing, by any means, any person employed in the construction, completion,or repair of public work, to give up any
part of the compensation to which he or she is otherwise entitled.The non-Federal entity must report all suspected or reported violations
to the Federal awarding agency.
Pursuant to Federal Rule(D)above,when a Participating Agency expends federal funds during the term of an award for all contracts and subgrants
for construction or repair,offeror will be in compliance with all applicable Davis-Bacon Act provisions.
Does offeror agree?YES CS Initials of Authorized Representative of offeror
(E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal
entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40
U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each
contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours.Work
in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half
times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are
applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working
conditions which are unsanitary, hazardous or dangerous.These requirements do not apply to the purchases of supplies or materials or
articles ordinarily available on the open market,or contracts for transportation or transmission of intelligence.
Pursuant to Federal Rule (E) above, when a Participating Agency expends federal funds, offeror certifies that offeror will be in compliance with all
applicable provisions of the Contract Work Hours and Safety Standards Act during the term of an award for all contracts by Participating Agency
resulting from this procurement process.
Does offeror agree? YES CS Initials of Authorized Representative of offeror
(F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of "funding agreement" under
37 CFR§401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization
regarding the substitution of parties,assignment or performance of experimental, developmental, or research work under that "funding
agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by
Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any
implementing regulations issued by the awarding agency.
Pursuant to Federal Rule(F)above,when federal funds are expended by Participating Agency,the offeror certifies that during the term of an award
for all contracts by Participating Agency resulting from this procurement process, the offeror agrees to comply with all applicable requirements as
referenced in Federal Rule(F)above.
Does offeror agree? YES CS Initials of Authorized Representative of offeror
(G) Clean Air Act(42 U.S.C. 7401-7671q.)and the Federal Water Pollution Control Act(33 U.S.C. 1251-1387),as amended—Contracts and
subgrants of amounts in excess of$150,000 must contain a provision that requires the non-Federal award to agree to comply with all
applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q)and the Federal Water Pollution
Control Act as amended (33 U.S.C. 1251- 1387).Violations must be reported to the Federal awarding agency and the Regional Office
of the Environmental Protection Agency(EPA)
Pursuant to Federal Rule(G)above,when federal funds are expended by Participating Agency,the offeror certifies that during the term of an award
for all contracts by Participating Agency member resulting from this procurement process, the offeror agrees to comply with all applicable
requirements as referenced in Federal Rule(G)above.
Does offeror agree? YES CS Initials of Authorized Representative of offeror
(H) Debarment and Suspension(Executive Orders 12549 and 12689)—A contract award(see 2 CFR 180.220)must not be made to parties
listed on the government wide exclusions in the System for Award Management(SAM),in accordance with the OMB guidelines at 2 CFR
180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment
and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as
parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.
Pursuant to Federal Rule(H)above,when federal funds are expended by Participating Agency,the offeror certifies that during the term of an award
for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that neither it nor its principals is presently
debarred,suspended,proposed for debarment,declared ineligible,or voluntarily excluded from participation by any federal department or agency.
Does offeror agree? YES CS Initials of Authorized Representative of offeror
Rev.July 2017
CONTRACT AMENDMENT
(1) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the
required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person
or organization for influencing or attempting to influence an officer or employee of any agency,a member of Congress,officer or employee
of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award
covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining
any Federal award.Such disclosures are forwarded from tier to tier up to the non-Federal award.
Pursuant to Federal Rule (1) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term and after
the awarded term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that it is in
compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment(31 U.S.C. 1352). The undersigned further certifies that:
(1) No Federal appropriated funds have been paid or will be paid for on behalf of the undersigned,to any person for influencing or attempting to
influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of
Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a
cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative
agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to
influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of
Congress in connection with this Federal grant or cooperative agreement,the undersigned shall complete and submit Standard Form-LLL,"Disclosure
Form to Report Lobbying",in accordance with its instructions.
(3) The undersigned shall require that the language of this certification be included in the award documents for all covered sub-awards exceeding
$100,000 in Federal funds at all appropriate tiers and that all subrecipients shall certify and disclose accordingly.
Does offeror agree? YES CS Initials of Authorized Representative of offeror
RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS
When federal funds are expended by Participating Agency for any contract resulting from this procurement process,offeror certifies that it will comply
with the record retention requirements detailed in 2 CFR§200.333. The offeror further certifies that offeror will retain all records as required by 2
CFR § 200.333 for a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports,
as applicable,and all other pending matters are closed.
Does offeror agree? YES CS Initials of Authorized Representative of offeror
CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT
When Participating Agency expends federal funds for any contract resulting from this procurement process, offeror certifies that it will comply with
the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance
with the Energy Policy and Conservation Act(42 U.S.C.6321 et seq.;49 C.F.R.Part 18).
Does offeror agree? YES CS Initials of Authorized Representative of offeror
CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS
To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration,or Federal Transit Administration
funds,offeror certifies that its products comply with all applicable provisions of the Buy America Act and agrees to provide such certification or
applicable waiver with respect to specific products to any Participating Agency upon request. Purchases made in accordance with the Buy
America Act must still follow the applicable procurement rules calling for free and open competition.
Does offeror agree? YES CS Initials of Authorized Representative of offeror
CERTIFICATION OF ACCESS TO RECORDS—2 C.F.R.§200.336
Offeror agrees that the Inspector General of the Agency or any of their duly authorized representatives shall have access to any books,documents,
papers and records of offeror that are directly pertinent to offeror's discharge of its obligations under the Contract for the purpose of making audits,
examinations, excerpts, and transcriptions.The right also includes timely and reasonable access to offeror's personnel for the purpose of interview
and discussion relating to such documents.
Does offeror agree? YES CS Initials of Authorized Representative of offeror
Rev.July 2017
CONTRACT AMENDMENT
CERTIFICATION OF APPLICABILITY TO SUBCONTRACTORS
Offeror agrees that all contracts it awards pursuant to the Contract shall be bound by the foregoing terms and conditions.
Does offeror agree? YES CS Initials of Authorized Representative of offeror
Offeror agrees to comply with all federal,state,and local laws,rules,regulations and ordinances,as applicable.It is further
acknowledged that offeror certifies compliance with all provisions,laws,acts,regulations,etc.as specifically noted above.
Offeror's Name: SHI International Corp
290 Davidson Avenue,Somerset, NJ 08873
Address,City,State,and Zip Code:
Phone Number: 800-477-6479 Fax Number:
Printed Name and Title of Authorized Representative: Cassie Skelton,Contracts Manager
Email Address:
Signature of Authorized Representative: Q!V�� Date: 8/31/18
Rev.July 2017
-� 20 E Main St Suite 400
mesa•az PO Box 1
Mesa,Arizonzon
a 85211-1466
PURCHASING DEPARTMENT
mesaaz.gov
December 17,2018
Ms. Meghan Flisakowski
SHI International Corp.
290 Davidson Ave
Somerset,NJ 08873
Fax:732-652-6599
Meahan..Flisakowskigshi.com
RE: Request to Add a Subcontractor—SHI Government Solutions
Dear Ms.Meghan Flisakowski,
This letter serves as the City of Mesa's approval pursuant to Exhibit C, Section 2 of the City of
Mesa Agreement Number 2018011 (Information Technology Solutions & Services) with SHI
International ("Master Agreement") to allow SHI Government Solutions, Inc., a Texas
corporation whose address is 1301 South MoPac Expressway,Suite 375,Austin,TX 78746, as an
authorized subcontractor under the Master Agreement for the sole purpose of transacting business
in the State of Texas This approval is subject to the requirements of Exhibit C, Section 2 of the
Master Agreement which requires SHI Government Solutions to comply with all terms and
conditions of the Master Agreement. SHI International must ensure that SHI Government
Solutions complies with both the Master Agreement and SHI International's Administrative
Agreement with National Intergovernmental Purchasing Alliance ("National IPA").As with any
authorized subcontractor under the Master Agreement, SHI Government Solutions will report all
sales information related to the Master Agreement to SHI International. SHI International will
then, in turn, be responsible for reporting all sales inclusive of SHI Government Solutions' sales
to National IPA.
SiAMatt
ely,
w Bauer
Procurement Administrator
CC:Nick Grappone
t Sarah Vavra
Deborah Bushnell
480.644.2301 (tel)
480.644.2655(fax)
�7
mesa az CONTRACT AMENDMENT
Contract Title: INFORMATION TECHNOLOGY SOLUTIONS & SERVICES
Contract Number: 2018011
Amendment Number: Three (3)
Description of Change: Amendment to allow the addition of Amazon Web Services and
Information Technology/Educational Furniture as follows:
1. Amazon Web Services (AWS) added to category twelve (12).
a. Minimum discount 4%
b. Cloud Terms and Conditions
i. AWS purchases made under this contract are also subject to the terms and conditions
contained in exhibit A. Exhibit A terms take precedence over any conflicting terms and
conditions in the agreement, or any contract between contractor and the applicable
purchasing agency.
ii. All non-conflicting terms and conditions remain in full force.
2. Information Technology/Educational Furniture added to category ten (10) (Other Products).
a. Minimum discount 4%
Effective Date of Change: 5/12/2020
Acceptance: On behalf of the undersigned Contractor, I have given careful consideration to this Contract Amendment
and hereby agree to the change(s) and except that as amended herein, all provisions of the Contract remain in full force
and effect.
SHI International Corp. City of Mesa:
Aal-AW Cl"R6
Signature Signature
Natalie Castagno
Printed Name City Manager Designee
5/26/20
Date Date
Reviewed by:
Ted allings, CPP
Procurement Officer II
Rev.July 2017
CONTRACT AMENDMENT
EXHIBIT A
SHI AWS Terms for U.S. Public Sector Customers
These terms and conditions shall apply to the AWS Service Offering described in the On Boarding form.
WHEREAS, SHI is authorized to resell and provide Support Services for Amazon Web Services' (AWS) Service Offerings
to SHI customers; and
WHEREAS, Customer wishes to obtain through SHI and SHI wishes to provide to Customer access to such AWS Service
Offering or Support Services;
NOW THEREFORE, in consideration of the terms and conditions contained herein, the Parties hereto agree as follows:
Article 1 - Definition of Terms
The following terms, wherever used in any documents which form part of this Agreement, shall have the meanings
indicated below unless the context otherwise requires:
A. "Content" means software (including machine images), data, text, audio, video, images or other content on the
cloud infrastructure.
B. "Customer" means the entity utilizing the Service Offering, as designated on the On Boarding form.
C. "Service(s) Offering" means the services (including associated APIs) offered by AWS and selected by Customer.
D. "Support Service(s)" means the services offered by SHI to manage AWS Service Offering and selected by
Customer.
E. "SHI" means SHI International Corp., having an office and place of business at 290 Davidson Avenue, Somerset,
NJ 08873.
F. "Public Sector Customer" means a Customer that is an agency, organization, or other entity that is within (or is
substantially owned, funded, managed or controlled by):
1. the executive, legislative, or judicial branches of any government within the U.S. (federal, state or local)
and its territories; or by any other country's government at any level;
2. quasi-governmental entities (such as the World Bank);
3. international governing/regulatory bodies (such as EU institutions);
4. publicly funded institutions (such as colleges, universities, and hospitals); or
5. higher-tier prime contractors, consultants, consultants, or other entities working in support of the foregoing.
Article 2 -Contractual Relationships
A. Nothing in this Agreement is intended to or does create any type of joint venture, creditor-debtor, escrow,
partnership or any employer/employee or fiduciary or franchise relationship between Customer and SHI.
Customer's and SHI's relationship to each other is that of"customer" and "independent contractor", respectively,
and nothing set forth herein shall be construed as creating an agency or employee relationship between the
Parties
B. AWS is a third party cloud service provider to SHI and is an Independent Contractor to SHI. Nothing in this
Agreement will in any way be construed to constitute such third party Service Offering provider to be an agent,
employee or representative of SHI. Without limiting the generality of the forgoing, the third party Service Offering
provider is not authorized to bind SHI to any liability or obligation.
C. Customer may not resell AWS Service Offerings provided through this Agreement without SHI's prior written
consent.
Article 3 -Term
The term of this Agreement will commence on the first of the following dates:
A. Upon Customer's signature of the On Boarding form; or
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B. Upon Customer's first use of any Service Offering; or,
C. Upon Customer's issuance of a valid purchase order for any Service Offering,
and will remain in effect until terminated in accordance with Article 11 -Termination, herein.
Article 4- Price, Terms of Payment and Tax
A. Price
1. Estimated Price for the Service Offerings may be calculated with the Amazon Web Service Offering Simple
Monthly Calculator located at: http://calculator.s3.amazonaws.com/caic5.htmi.
2. SHI Service Offering Price will be calculated as follows, on a monthly basis:
■ SHI Service Offering Price = (Actual AWS Monthly Charge - SLA Credits- Reserved Instance
Credits)
3. All amounts payable will be made without setoff or counterclaim, and without any deduction or withholding.
B. Terms of Payment
1. SHI invoices shall be paid ("paid" being defined as "issuance of payment from Customer's Accounts
Payable Department") net 30 calendar days after receipt of a valid invoice at the Customer's remit to
address.
2. Any invoice or portion thereof that is subject to a good faith dispute will not be paid; in such case,
Customer will promptly notify SHI of any rejected invoice or portion thereof, with reasons for such rejection.
The rejected costs, adjusted to the extent as mutually agreed to, shall then be re-invoiced on a separate
invoice
C. Taxes
1. Customer will be responsible for the cost of any federal, state and local sales or use tax imposed or based
on the sale of Service Offerings provided under this Agreement. Such taxes, if applicable, will be
separately stated on SHI's invoices and reported and paid to appropriate governmental authorities by SHI.
2. At Customer's request, SHI will file any certificate or other document which may cause any such tax to be
avoided or reduced including Customer's VAT identification number. SHI will cooperate with Customer in
contesting any such tax or in claiming, on Customer's behalf, refunds of any such taxes paid by or on
behalf of Customer.
3. If Customer is legally entitled to an exemption from any sales, use, or similar transaction tax, Customer
shall provide SHI legally sufficient tax exemption certificates for each taxing jurisdiction, as the case may
be.
4. If any deduction or withholding is required by law, Customer will notify and pay SHI any additional amounts
necessary to ensure that the net amount that SHI receive, after any deduction and withholding, equals the
amount SHI would have received if no deduction or withholding had been required. Additionally, Customer
will provide SHI with documentation showing that the withheld and deducted amounts have been paid to
the relevant taxing authority.
Article 5 -Confidential Information
A. If a Party to this Agreement, its subcontractors and agents (the "Receiving Party") obtains access to Confidential
Information (as defined below) of the other Party(the "Disclosing Party") in connection with the negotiation of or
performance under this Agreement, the Receiving Party agrees that:
1. The Disclosing Party shall retain ownership of the Confidential Information and that the Receiving Party
shall not acquire any rights therein, except the right to use such Confidential Information to the extent
provided in this Agreement.
2. The Receiving Party is hereby granted a limited, irrevocable, non-exclusive, royalty-free, non-transferable,
worldwide right and license to use the Disclosing Party's Confidential Information according to the terms of
this Agreement.
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3. Except as otherwise provided in this Agreement, no Confidential Information disclosed pursuant to this
Agreement shall be made available by the Receiving Party to any third party for any purpose, except to an
affiliate or subcontractor, where such disclosure is necessary for the performance of this Agreement and
provided, further, however, that such disclosure shall not be made without an express written agreement of
such affiliate or subcontractor to substantially comply with all restrictions on the use of such Confidential
Information as are imposed upon the Receiving Party pursuant to this Agreement. The Receiving Party
agrees to indemnify the Disclosing Party for any violation or breach of such restrictions.
B. "Confidential Information" shall mean: (1) information which is (a) in tangible form, clearly and conspicuously
identified by the Disclosing Party or a third party as proprietary and/or confidential (by stamp, legend or otherwise)
when disclosed or, (b) in intangible form, if its proprietary and/or confidential nature is first announced, and then
reduced to writing ("Summary") and furnished to the Receiving Party within thirty(30)days of the initial disclosure,
in which case the Confidential Information contained in such Summary shall be subject to the restrictions herein;
(2) all information about or belonging to the Disclosing Party that is disclosed or otherwise becomes known to the
Receiving Party in connection with this Agreement and that is not a matter of public knowledge; (3) all trade
secrets and intellectual property owned or licensed by the Disclosing Party; (4) customer records, and (5) all
personal information about individuals contained in the Disclosing Party's records (including, without limitation,
names, addresses, social security numbers, and credit card and other financial information). The terms of this
Agreement, along with the fact of this Agreement's existence, are the Confidential Information of both Parties.
Each Party agrees not to use the Confidential Information received from the other during the term of this
Agreement, either directly or indirectly, to solicit business from any individual, company, agency or institute, or to
interfere with, impair or hinder any relationship between the Disclosing Party and any of its customers, prospective
customers, suppliers, strategic partners, affiliates or investors, or in any other manner to compete against the
Disclosing Party.
C. The Receiving Party shall use at least the same degree of care to protect the Confidential Information of the
Disclosing Party from unauthorized disclosure or access that the Receiving Party uses to protect its own
Confidential Information, but not less than reasonable care, including measures to protect against the unauthorized
use, access, destruction, loss or alteration of such records.
D. Each Party shall endeavor to keep to a minimum the amount of Information that is furnished to the other upon
which restrictions are imposed.
E. Information of the Disclosing Party shall not be considered Confidential Information to the extent that the Receiving
Party can demonstrate that such information:
1. Was previously rightfully known by the Receiving Party free of any obligation to keep it confidential;
2. Is or becomes publicly known through no wrongful act of the Receiving Party;
3. Is independently developed by the Receiving Party without reference to the Confidential Information of the
Disclosing Party; or
4. Is subject to disclosure pursuant to a subpoena,judicial or governmental requirement, or order, provided
that the Receiving Party has given the Disclosing Party sufficient prior notice of such subpoena,
requirement, or order, to permit the Disclosing Party a reasonable opportunity to object to the subpoena,
requirement, or order and to allow the Disclosing Party the opportunity to seek a protective order or other
appropriate remedy. Except in connection with a failure in the discharge of responsibilities set forth in the
preceding sentence, the Receiving Party shall not be liable in damages for any disclosure of Confidential
Information pursuant to judicial decree or government regulation.
F. In the event this Agreement is terminated, the Receiving Party shall cease to make use of the Confidential
Information received from the Disclosing Party and, upon the Disclosing Party's written request, shall promptly
destroy or return tangible Confidential Information. In the event that the Disclosing Party requests destruction, the
Receiving Party shall provide written certification of the destruction within thirty(30) days of such request.
G. The confidentiality obligations of each Party under this Agreement will survive any expiration or termination of this
Agreement for a period of three years after receipt of such Confidential Information.
H. The SHI Service Offering Privacy Statement, located at the following URL, shall apply to this Agreement:
https://www.content.shi.com/ShiCom/SHI Cloud/legal/grivacy.pdf
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I. During or after the term of this Agreement and for two (2)years thereafter, neither Party may release any
information, including news releases, publicity, promotional, marketing, or other materials, media, or activities, any
name, trade name, trademark, service mark, logo, or any other designation relating to the other Party, the Service
Offerings, or this Agreement, without the other Party's prior written approval.
J. The rights, duties and obligations of the Parties with respect to all Confidential Information disclosed before the
date of this Agreement in contemplation of the execution of this Agreement shall be as set forth in this Article.
Article 6 - Proprietary Rights
A. Content. Customer or Customer's licensors own all right, title, and interest in and to Customer's Content, and SHI
obtains no rights under this Agreement from Customer or Customer's licensors to Customer's Content, including
any related intellectual property rights.
B. Adequate Rights. Customer represents and warrants to SHI that: (a) Customer or Customer's licensors own all
right, title, and interest in and to Customer's Content; (b) Customer has all rights in Customer's Content.
Article 7 -Warranties
A. SHI warrants that it has the rights, approvals, and/or authorizations necessary to resell the AWS Service
Offering(s).
B. The Parties warrant that they are authorized to execute this Agreement.
C. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, SHI HEREBY DISCLAIMS ALL
OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO
ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THE
SPECIFICATIONS, FEATURES, OR CAPABILITIES OF A SERVICE OFFERING, OR OF ANY MATERIALS
THEREIN.
Article 8 -Indemnity
A. Each Party("Indemnitor") shall, to the extent permitted by law, indemnify, defend and hold harmless the affiliates,
licensors, and vendors, and each of their respective employees, officers, directors, and representatives of the other
Party(individually"Indemnitee" or collectively"Indemnitees")from and against any and all third party(including
employees of the Indemnitor) liabilities, actual or alleged claims, actions, losses and damages arising out of, or
directly related to this Agreement, including: personal injury; death; or damage to property(tangible or intangible),
infringement of intellectual property rights, to the extent caused or arising out of the negligence, willful misconduct,
or violation of law of the Indemnitor or any subcontractor or affiliate of the Indemnitor. The liabilities, losses and
costs covered hereunder include settlements,judgments, court costs, reasonable attorneys'fees, fines, penalties
and other litigation expenses.
B. Each Party shall provide timely written notice to the other of any claim, loss, suit, demand or lien under this Article
which they become aware of, but Indemnitee's failure to promptly notify Indemnitor will only affect Indemnitor's
obligations hereunder to the extent that such failure prejudices Indemnitor's ability to defend the claim.
C. The Indemnitor shall assume exclusive control of the claim, loss, suit, demand or lien and the Indemnitee shall
provide reasonable assistance in the defense of the claim, loss, suit, demand or lien, at the Indemnitor's expense.
Indemnitor may: (a) use counsel of Indemnitor's own choosing (subject to Indemnitee's written consent)to defend
against any claim; and (b) settle the claim as Indemnitor deems appropriate, provided that Indemnitor obtains
Indemnitee's prior written consent before entering into any settlement which will impact Indemnitee's rights under
this Agreement. Indemnitee may also, at its own expense, assume control of the defense and settlement of the
claim at any time.
D. If Indemnitee is obligated to respond to a third party subpoena or other compulsory legal order or process
described above, Indemnitor will reimburse that Indemnitee for reasonable attorneys'fees, as well as Indemnitee's
employees' and contractors'time and materials spent responding to such third party subpoena or other compulsory
legal order.
E. Customer will defend, indemnify, and hold harmless SHI, its affiliates, licensors, and vendors, and each of their
respective employees, officers, directors, and representatives from and against any claims, costs, damages, fines,
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penalties, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to any
third party claim concerning: (a) Customer's use of the Service Offerings; (b) breach of this Agreement or violation
of applicable law by Customer; (c) or Customer's Content or the combination of Customer's Content with other
applications, content or processes, including any claim involving alleged infringement or misappropriation of third-
party rights by Customer's Content or by the use, development, design, production, advertising or marketing of
Customer's Content.
Article 9 - Limitation Of Liability
A. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER OR ANY THIRD PARTY FOR
ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES HEREUNDER, INCLUDING,
WITHOUT LIMITATION, DAMAGES DUE TO LOST PROFITS, LOSS OF ANTICIPATED USE, OR THE
INABILITY TO USE TECHNOLOGY, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY(WHETHER
BASED ON WARRANTY, BREACH OF CONTRACT, TORT, PRODUCT LIABILITY, STRICT LIABILITY OR ANY
OTHER LEGAL OR EQUITABLE THEORY)AND WHETHER OR NOT THE OTHER PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
B. 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 ITS ACTUAL AND DIRECT DAMAGES UNDER THIS
AGREEMENT, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, SHALL BE
LIMITED TO THE TOTAL CUMULATIVE AMOUNT OF THE PRICE ACTUALLY PAID OR PAYABLE BY
CUSTOMER TO SHI UNDER THIS AGREEMENT FOR THE SIX MONTHS PREVIOUS TO THE INCIDENT
WHICH GAVE CAUSE FOR SUCH LIABILITY. THE PARTIES ACKNOWLEDGE THAT SUCH AMOUNT
REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT THE PARTIES
WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.
C. THE PARTIES AGREE AND ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE
AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER AND ENTERING INTO THIS AGREEMENT.
D. NOTHING IN THIS SECTION WILL LIMIT CUSTOMER'S OBLIGATION TO PAY SHI PURSUANT TO ARTICLE
4.A. HEREIN, ENTITLED "PRICE".
Article 10 - Force Majeure
A. Neither SHI nor Customer shall be liable, each to the other, for any failure or delay in performing its obligations
hereunder, or for any loss or damage resulting therefrom, due to: (1) acts of God or public enemy, acts of
government, riots, fires, floods, strikes, lock outs, epidemics, or unusually severe weather affecting Customer, SHI
or its suppliers, or(2) causes beyond their reasonable control and which are not foreseeable, or causes beyond
the reasonable control of their suppliers which are not foreseeable.
B. In the event of any such failure or delay, the date of delivery or performance shall be extended for a period equal to
the time lost by reason of the delay, and Customer shall have no obligation to make any payments to SHI during
the period of delay. The Party experiencing the Force Majeure condition shall be prompt in restoring normal
conditions, establishing new schedules and resuming operations as soon as the event causing the failure or delay
has ceased. SHI shall notify Customer promptly of any such delay and shall specify the effect on the Service
Offering as soon as practical.
Article 11 -Termination
A. Termination for Convenience
Either Party may terminate this Agreement without cause and for its own convenience, as follows:
1. Customer may terminate this Agreement by
a. Providing SHI notice, and
b. Closing its account for all Service Offerings for which an account closing mechanism is provided.
2. SHI may terminate this Agreement and the Service Offerings by providing Customer thirty(30) days
advance notice of such termination.
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B. Termination for Cause.
1. By Either Party
Either party may terminate this Agreement for cause upon 30 days advance notice to the other Party, if:
a. There is any material default or breach of this Agreement by the other Party, unless the defaulting
Party has cured the material default or breach within the 30 day notice period. Customer's
delinquency on its payment obligations shall constitute a material breach of this Agreement;
b. Either party has ceased to operate in the ordinary course, made an assignment for the benefit of
creditors or similar disposition of its assets, or becomes the subject of any bankruptcy,
reorganization, liquidation, dissolution or similar proceeding; or
c. The Parties' relationship with a third party partner who provides software or other technology used
to provide the Service Offerings expires, terminates or requires a change in the way the software
or other technology as part of the Services is provided.
2. By SHI
SHI may terminate this Agreement and the Service Offerings immediately upon notice to Customer, if:
a. SHI believes, in its sole and reasonable judgment, that Customer's use of a Service Offering:
1. Poses a threat to the security or performance of the SHI network or to any of SHI's clients,
licensors or vendors;
2. Could create a substantial economic or technical burden or material security risk for SHI;
3. Is illegal, or that it misappropriates or infringes the property rights of a third party; or
4. Has or will subject SHI or its affiliates, licensors, and vendors, to civil or criminal liability.
b. Customer attempts to gain unauthorized access to computer systems (i.e., "hacking") using a
Service Offering, or with assets used to provide or provision a Service Offering;
c. Any act or omission by Customer results in a suspension described in Article 12 - Temporary
Suspension, below;
d. Termination is required to comply with the law or requests of governmental entities; or
e. SHI, in its sole and reasonable judgment determines use of the Service Offerings by Customer or
the provision of any of the Service Offerings to Customer has become impractical or unfeasible for
any legal or regulatory reason.
C. Effect of Termination
Upon any termination of this Agreement:
1. All of Customer's rights under this Agreement immediately terminate;
2. Customer remains responsible for all fees and charges it has incurred through the date of termination,
including fees and charges for in-process tasks completed after the date of termination; and
3. Customer will immediately return or, if instructed by SHI, destroy all AWS Content in its possession.
D. Post-Termination Assistance
Unless SHI terminates Customer's use of the Service Offerings for cause pursuant to Section B. of this Article,
during the 30 days following termination:
1. None of Customer's Content will be erased as a result of the termination;
2. Customer may retrieve its Content from the Service Offering only if Customer has paid any charges for any
post-termination use of the Service Offerings and all other amounts due;
3. Customer will be provided with the same post-termination data retrieval assistance that AWS generally
makes available to all customers; and
4. Any additional post-termination assistance is subject to mutual agreement by the Parties.
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Article 12 -Temporary Suspension
A. SHI may suspend Customer's right to access or use any portion or all of the Service Offerings immediately upon
notice to Customer:
1. If SHI believes, in its sole and reasonable judgment, that Customer's use of or registration for the Service
Offerings:
a. Poses a security risk to the Service Offerings or any third party;
b. May adversely impact the Service Offerings or the systems or Content of any other AWS
customer;
c. May subject SHI, its affiliates, or any third party to liability; or
d. May be fraudulent.
2. Upon 15 calendar days' notice to Customer of any material default or breach of this Agreement by
Customer, unless Customer has cured the material default or breach within such 15 day notice period.
Customer's delinquency on its payment obligations shall constitute a material breach of this Agreement.
B. Effect of Suspension
If Customer's right to access or use any portion or all of the Service Offerings is suspended:
1. Access to the Service Offering will be unavailable in whole or in part during any suspension, and Customer
may not have access to Customer's data;
2. Fees may continue to accrue during a suspension, and SHI may charge Customer a reinstatement fee
following any suspension;
3. Customer shall remain responsible any applicable fees and charges for any Service Offerings it has
incurred through the date of suspension and for which it continues to have access, as well as applicable
data storage fees and charges, and fees and charges for in-process tasks completed after the date of
suspension;
4. Customer will not be entitled to any service credits under the Service Level Agreements during any period
of suspension; and
5. Customer's Content will not be erased as a result of its suspension, except as specified elsewhere in this
Agreement or the AWS online provisions.
C. SHI's right to suspend Customer's right to access or use the Service Offerings is in addition to SHI's right to
terminate this Agreement as specified herein.
Article 13 - Notice
A. Any notice or demand under the terms of this Agreement which must be made in writing shall be sent by facsimile,
certified or registered mail, delivered by hand, or sent by Email with receipt confirmation addressed to the persons
identified in the On Boarding form. The effective dates of such notice shall be (1) upon evidence of successful
facsimile or Email transmission, or(2)five days following the date mailed for certified or registered letters and two
days following the date mailed for overnight letters, or(3)when delivered, if in person.
Article 14 -Claims/Disputes/Governing Laws
A. This Agreement, and any claims or disputes arising out of or relating thereto shall be governed by the laws of the
State of Washington, excluding conflict of law principles and the Uniform Computer Information Transactions Act
("UCITA"). The Parties hereby consent to the exclusive jurisdiction and venue in the federal and state courts of the
State of Washington in connection with any dispute or other matter arising out of this Agreement.
B. Each Party shall use commercially reasonable efforts to present any claim or dispute which either Party may have
against the other, arising out of this Agreement(including any Exhibit hereto) in writing to the other Party not later
than thirty(30) calendar days after circumstances which gave rise to the claim or dispute have taken place or
become known to the claimant, whichever is later. The claim or dispute shall contain a concise statement of the
question or dispute, together with relevant facts and data to fully support the claim. In the event of any such claim
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CONTRACT AMENDMENT
or dispute, the Parties' Contract Representatives shall use their best efforts to negotiate a settlement. Upon the
failure of such negotiations, such claim or dispute shall be negotiated between the Parties' senior officials who
shall have decision making authority(but not direct responsibility for the administration of this Agreement), utilizing
Commercial Arbitration Rules and Mediation Procedures (Including Procedures for Large Complex Commercial
Disputes)as published at www.adr.org; provided however, that nothing therein contained shall prohibit either Party
from terminating its participation in the dispute during any stage of the process.
C. If any claim or dispute arising hereunder is not resolved either Party may, upon giving the other Party at least ten
(10) calendar days prior written notice, initiate litigation to submit such claims or disputes for decision by a court of
competent jurisdiction of the choice of venue stated in A., above in accordance with the laws of that jurisdiction.
Either Party may, at its option and at any time during the dispute resolution process, seek injunctive relief
(including, but not limited to preliminary injunctive relief).
D. Any remedies expressly provided for in this Agreement and/or available to either Party hereunder are cumulative
and non-exclusive, and may be exercised concurrently or separately. The exercise of any one remedy shall not be
construed to prohibit either Party from pursuing any and all other remedies that may be available at law, in
contract, or in equity. The prevailing Party in any dispute and/or legal action brought hereunder shall also be
entitled to recover all reasonable out of pocket costs and expenses (including, but not limited to, reasonable court
costs and attorneys'fees) incurred as a result thereof.
E. Compliance With Laws
1. The Parties, their employees and representatives, shall at all times comply with all applicable federal, state
and local laws, ordinances, statutes, rules or regulations in regard to this Agreement and use of the
Service Offerings.
2. Each Party shall be responsible for any costs, fines, penalties, awards, damages or other liabilities
incurred by the other Party resulting from any violations of this Section by the responsible Party.
Article 15 - Miscellaneous
A. Assignment: Neither Party may assign, subcontract, or transfer this Agreement or any part thereof without the
other Party's prior written consent, and any such assignment or transfer without such consent shall be null and
void. However, either Party will have the right to unilaterally assign this Agreement and its rights and obligations
under it, in whole or in part, to any present or future Affiliate or to any entity which acquires from it the operating
assets to fulfill its obligations under this Agreement.
B. Headings: The captions and titles to articles and paragraphs of this Agreement are only provided for convenience
only and have no effect on the nature, extent, construction and meaning of this Agreement.
C. Order of Precedence: In the event of any inconsistency between the provisions of the following documents, the
inconsistency shall be resolved by giving precedence in the following order:
1. Amendments to this Agreement, if any;
2. Links in this Agreement;
3. This Agreement; and
4. Documents incorporated into this Agreement in the order in which they are listed.
This Agreement shall govern and supersede any preprinted terms and conditions stated on or attached to
any Order, invoice or other document submitted by the Parties, which are null and void with respect to this
Agreement.
D. Referenced Documents: If documents are referenced, linked, or incorporated in this Agreement, they shall be read
as originals. Attachments, schedules, appendices and addenda shall be considered part of the documents in which
they are referenced. Such documents shall have the same force and effect as if contained in their entirety.
E. Marks: The trademarks, logos and service marks ("Marks") displayed in association with this Agreement are the
property of SHI or other third parties. Customer is not permitted to use the Marks without the prior written consent
of SHI or such third party which may own the Marks. "SHI", the SHI logo, and the SHI Cloud logo are trademarks of
SHI International Corp.
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F. Construction: Notwithstanding the general rules of construction, both Customer and SHI acknowledge that both
Parties were given an equal opportunity to negotiate the terms and conditions contained in this Agreement, and
agree that the identity of the drafter of this Agreement is not relevant to any interpretation of the terms and
conditions of this Agreement.
G. Survival: In the event of termination or expiration of this Agreement, the following Articles shall survive:
Article 5- Confidential Information
Article 6- Proprietary Rights
Article 7-Warranties
Article 8- Indemnity
Article 14 - Claims/Disputes/Governing Laws
H. Severance: Should any of these terms and conditions be declared unenforceable in law for whatever reason, all
other terms and conditions shall survive and the unenforceable provision(s)will be severed from these terms and
conditions and the balance of the terms and conditions shall be binding on both parties as if the severed
provision(s) had never existed, unless performance thereof is rendered legally impractical and no longer fulfills the
intentions of SHI under this Agreement.
I. Execution : This Agreement may be executed in two or more identical counterparts, each of which shall be
deemed to be an original and all of which taken together will be deemed to constitute this Agreement when a duly
authorized representative of each Party has signed a counterpart. The Parties may sign and deliver this
Agreement by facsimile transmission. Each Party acknowledges that the delivery hereof by facsimile will have the
same force and effect as delivery of original signatures.
J. Entire Agreement: This Agreement represents the entire understanding of Customer and SHI with respect to the
subject matter hereof and supersedes all prior oral or written agreements, communications and understandings
between the two with respect to such subject matter.
K. The Service Offerings are provided by Amazon.com, a third party vendor not affiliated with SHI. For the latest AWS
Service Offering list, refer to https://aws.amazon.com/about-aws/whats-new/.
L. Support Services: SHI Support Services are listed at
https://www.content.shi.com/SHIcom/ContentAttachmentImages/SharedResources/Solutions/Cloud/AWS Support
and Managed Services-Service Guide.pdf.
M. Additional Obligations
By entering into this Agreement, Customer acknowledges that Customer's use of the AWS Service Offering is
subject to the AWS Customer Agreement located at: http://aws.amazon.com/agreement. Where the terms read
"Amazon Web Services, Inc,", "AWS," "we," "us," or"our", they shall mean "SHI", except that in paragraph 3.2,
references regarding Safe Harbor participation and Privacy Policy apply to Amazon Web Services, Inc. and not
SHI.
The AWS Public Sector Access Terms, a separate agreement between Customer and Amazon Web Services, Inc.
shall also apply to the Service Offering. The AWS Public Sector Access Terms are currently located as follows:
(1)with respect to U.S. Public Sector Customers at the U.S. federal level, the access policy currently located at
https://s3.amazonaws.com/Reseller-Program-Legal-Documents/AWS+Access+Policy.pdf; or(2)with respect to
U.S. Public Sector Customers at the state or local level, the access policy currently located at
https://s3.amazonaws.com/Reseller-Program-Legal-Documents/AWS+Access+Policy+(State).pdf.
Versions of the applicable Public Sector Access Policy may be updated by AWS from time to time and may be
made available on any successor or related site designated by AWS.
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DocuSign Envelope ID:OF4D4C90-412D-432E-BD10-6A8BAD169B55
mesa-az CONTRACT AMENDMENT
Contract Title: Information Technology Solutions
Contract Number: 2018011 MA Number: 19000009
Amendment Number: Four (4)
Description of Change: Contract renewal. Term of contract March 1, 2023 through February 28,
2025.
Effective Date of Change: March 1, 2023
Acceptance: On behalf of the undersigned Contractor, I have given careful consideration to this Contract Amendment
and hereby agree to the change(s)and except that as amended herein, all provisions of the Contract remain in full force
and effect.
SHI International Corp.: City of Mesa:
f-l"Do cuSigned by:
Sall & awt It
signature Signature
Elisabeth Arnold
Printed Name City Manager Designee
5/17/2022
Date Date
Reviewed by:
Ted Stallings, Pr curement Officer II
Rev.July 2017
mesa CONTRACT AMENDMENT
Contract Title: Information Technology Solutions
Contractor: SHI International Corporation
Contract Number: 2018011
Amendment Number: Five (5)
Description of Change: Group 11: Additional Services
Services Description Hourly Rate
1. Data / Mobility Architect $325.00
2. Solution Architect/ Consultant $275.00
3. Engineer $225.00
4. Project Manager $185.00
5. Project Coordinator $85.00
6. Technician $90.00
7. Cable Technician $115.00
Group 11 — Services aka Professional Services means all services, IT Staff Augmentation services,
labor, materials, equipment, and supplies provided by Reseller under an SOW.
All other terms and conditions of the above referenced Agreement shall remain unchanged and in full force and
effect.
Effective Date of Change: October 24, 2022
Acceptance: On behalf of the undersigned Contractor, I have given careful consideration to this Contract Amendment
and hereby agree to the change(s) and except that as amended herein, all provisions of the Contract remain in full force
and effect.
SHI International Corp.: City of Mesa:
Digitally signed by Edward Quedens
n
W cn=Edward u=Busi s,s Servi e
Mesa,Arizona,ou=Business Services,
email=ed.auedens@mesa az.goy,
c=US
Signature Signatureiwo"-' Date:2022.11.07 14:21:44-07'00'
Adobe Acrobat version:
Kristina Mann 2022.003.20258
Printed Name City Manager Designee
11/4/22
Date Date
Rev.July 2017
CONTRACT AMENDMENT
Reviewed by:
Ted 0611ings, Procurement Officer II
Rev.July 2017