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HomeMy WebLinkAboutCity Council Committees - - 12/17/2019 (2) KENT CITY COUNCIL COMMITTEE OF THE WHOLE SPECIAL MEETING Tuesday, December 17, 2019 4:00 PM Chambers Mayor Dana Ralph Council President Bill Boyce Councilmember Brenda Fincher Councilmember Zandria Michaud Councilmember Satwinder Kaur Councilmember Les Thomas Councilmember Marli Larimer Councilmember Toni Troutner ************************************************************** Item Description Speaker Time 1. CALL TO ORDER 2. ROLL CALL 3. AGENDA APPROVAL Changes from Council, Administration, or Staff. 4. COMMITTEE BUSINESS A. Emergency Management Performance Grant – E20-171 - Authorize Jennifer Kreizer 05 MIN. B. Microsoft Product Licensing 2020 Enterprise Agreement - Authorize James Endicott 05 MIN. C. King County Parks Property Tax Levy Agreement – Authorize Terry Jungman 05 MIN. D. Fourth Amendment to the Agreement for Indigent Defense Services - Authorize Lori Guilfoyle 05 MIN. E. INFO ONLY: Purchase and Sale Agreement for the South End of the Naden Site Bill Ellis 15 MIN. F. INFO ONLY: Snow and Ice Update Scott Schroeder Brent Collins 20 MIN. G. Mutual Aid and Assistance Agreement for Washington State for Intrastate Water/Wastewater Agency Response Network - Authorize Sean Bauer 05 MIN. H. $2.5 Million Transportation Improvement Board Grant Funds for 76th Avenue - Authorize Mark Madfai 05 MIN. I. Consultant Services Agreement with RH2 Engineering, Inc. for West Hill Reservoir Drew Holcomb 05 MIN. Committee of the Whole Committee of the Whole - Special Meeting December 17, 2019 – Authorize J. INFO ONLY: Third Quarter Investment Report Joe Bartlemay 05 MIN. K. INFO ONLY: October Financial Report Michelle Ferguson 10 MIN. L. Payment of Bills 5. ADJOURNMENT NOTE: A copy of the full agenda is available in the City Clerk's Office and at KentWA.gov. Any person requiring a disability accommodation should contact the City Clerk's Office in advance at 253-856-5725. For TDD relay service, call the Washington Telecommunications Relay Service 7-1-1. OFFICE OF EMERGENCY MANAGEMENT 24611 116th Avenue S.E. Kent, WA 98030 253-856-4316 DATE: December 17, 2019 TO: Kent City Council - Committee of the Whole SUBJECT: Emergency Management Performance Grant – E20-171 - Authorize MOTION: Authorize the Mayor to accept and sign the Emergency Management Performance Grant from the Washington Military Department/Emergency Management Division and the U.S. Department of Homeland Security, in the amount of $71,834, sign all necessary grant documents, amend the budget, and authorize expenditure of the funds in accordance with final grant terms and conditions acceptable to the City Attorney. SUMMARY: The Kent Office of Emergency Management applied for and received a grant in the amount of $71,834 from the Washington Military Department/Emergency Management Division and the U.S. Department of Homeland Security. The purpose of the grant is to assist with the enhancement, sustainment and improvement of state, local, and tribal emergency management programs. Activities conducted using grant funds should relate directly to the five elements of emergency management: prevention, protection, response, recovery and mitigation. The program areas that will benefit from these grant funds include: Public Education/Community Training, Community Emergency Response Team, Kent Communication Support Team, Crisis Communications and Information, Community Events, Operational Communication, Exercises/Testing/Training, School Exercises/Trainings/Professional Development, Planning, Upgrades/Improvements to ECC/DOC’s, Public Information and Warning, Hazard Mitigation, Marketing and Information Support, and for the Local Emergency Planning Committee. BUDGET IMPACT: No impact, this is a pass-through grant. SUPPORTS STRATEGIC PLAN GOAL: Innovative Government, Sustainable Services ATTACHMENTS: 4.A Packet Pg. 3 1. E20-171 Kent 19EMPG (PDF) 4.A Packet Pg. 4 DHS-FEMA-EMPG-FY 19 Page 1 of 35 City of Kent, E20-171 Washington State Military Department EMERGENCY MANAGEMENT PERFORMANCE GRANT AGREEMENT FACE SHEET 1. Subrecipient Name and Address: City of Kent Emergency Management Division 220 4th Ave S Kent, WA 98032-5838 2. Grant Agreement Amount: $71,834 3. Grant Agreement Number: E20-171 4. Subrecipient Contact, phone/email: Robert A Goehring, 253-856-5262 rgoehring@kentwa.gov 5. Grant Agreement Start Date: June 1, 2019 6. Grant Agreement End Date: August 31, 2020 7. Department Contact, phone/email: Gary Stumph, 253-512-7483 gary.stumph@mil.wa.gov 8. Data Universal Numbering System (DUNS): 020253613 9. UBI # (state revenue): 173-000-002 10. Funding Authority: Washington State Military Department (the “DEPARTMENT”) and the U.S. Department of Homeland Security (DHS) 11. Federal Funding Identification #: EMS-2019-EP-00003-S01 12. Federal Award Date: 08/05/2019 13. Assistance Listings # (formerly CFDA) & Title: 97.042 (19EMPG) 14. Total Federal Amount #: $7,409,645 15. Program Index # & OBJ/SUB-OBJ: 793PT NZ 16. Service Districts: (BY LEGISLATIVE DISTRICT): 11, 33, 47 (BY CONGRESSIONAL DISTRICT): 8, 9 17. Service Area by County(ies): King 18. Women/Minority-Owned, State Certified: ☒ N/A ☐ NO ☐ YES, OMWBE #_________ 19. Agreement Classification ☐ Personal Services ☐ Client Services ☒ Public/Local Gov’t ☐ Research/Development ☐ A/E ☐ Other_______ 20. Contract Type (check all that apply): ☐ Contract ☒ Grant ☒ Agreement ☐ Intergovernmental (RCW 39.34) ☐ Interagency 21. Subrecipient Selection Process: ☒ “To all who apply & qualify” ☐ Competitive Bidding ☐ Sole Source ☐ A/E RCW ☐ N/A ☐ Filed w/OFM? ☐ Advertised? ☐ YES ☐ NO 22. Subrecipient Type (check all that apply) ☐ Private Organization/Individual ☐ For-Profit ☒ Public Organization/Jurisdiction ☐ Non-Profit ☐ CONTRACTOR ☒ SUBRECIPIENT ☐ OTHER 23. PURPOSE & DESCRIPTION: The purpose of the Fiscal Year (FY) 2019 Emergency Management Performance Grant (19EMPG) program is to provide U.S. Department of Homeland Security (DHS)/Federal Emergency Management Agency (FEMA) Federal award funds to states to assist state, local, territorial, and tribal governments in preparing for all hazards through sustainment and enhancement of those programs as described in the Work Plan. The Department is the Recipient and Pass-through Entity of the 19EMPG DHS Award Letter for Grant No. EMS-2019-EP-00003- S01, which is incorporated in and attached hereto as Exhibit F and has made a subaward of Federal award funds to the Subrecipient pursuant to this Agreement. The Subrecipient is accountable to the Department for use of Federal award funds provided under this Agreement and the associated matching funds. IN WITNESS WHEREOF, the Department and Subrecipient acknowledge and accept the terms of this Agreement, including all referenced Exhibits and Attachments which are hereby incorporated in and made a part hereof, and have executed this Agreement as of the date below. This Agreement Face Sheet; Special Terms & Conditions (Exhibit A); General Terms and Conditions (Exhibit B); Work Plan (Exhibit C); Timeline (Exhibit D); Budget (Exhibit E); 1 9EMPG Award Letter EMS-2019-EP-00003-S01 (Exhibit F); and all other documents expressly referenced and incorporated herein contain all the terms and conditions agreed upon by the parties and govern the rights and obligations of the parties to this Agreemen t. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. In the event of an inconsistency in this Agreement, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: 1. Applicable Federal and State Statutes and Regulations 4. Special Terms and Conditions 2. DHS/FEMA Award and program documents 5. General Terms and Conditions, and, 3. Work Plan, Timeline, and Budget 6. Other provisions of the Agreement incorporated by reference WHEREAS, the parties hereto have executed this Agreement on the day and year last specified below. FOR THE DEPARTMENT: _____________________________________________ Signature Date Regan Anne Hesse, Chief Financial Officer Washington State Military Department BOILERPLATE APPROVED AS TO FORM: Brian E. Buchholz 6/27/2019 Sr. Assistant Attorney General FOR THE SUBRECIPIENT: _____________________________________________ Signature Date Dana Ralph, Mayor City of Kent _____________________________________________ Signature Date Matthew Morris, Fire Chief Puget Sound Regional Fire Authority APPROVED AS TO FORM (if applicable): _____________________________________________ Applicant’s Legal Review Date 4.A.a Packet Pg. 5 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 2 of 35 City of Kent, E20-171 Exhibit A SPECIAL TERMS AND CONDITIONS ARTICLE I. KEY PERSONNEL The individuals listed below shall be considered key personnel for point of contact under this Agreement. Any substitution of key personnel by either party shall be made by written notification to the current key personnel. SUBRECIPIENT DEPARTMENT Name Robert A Goehring Name Gary Stumph Title City Auditor Title Program Coordinator E-Mail rgoehring@kentwa.gov E-Mail gary.stumph@mil.wa.gov Phone 253-856-5262 Phone 253-512-7483 Name Matthew Morris Name Tirzah Kincheloe Title Fire Chief Title Program Manager E-Mail mlmorris@pugetsoundfire.org E-Mail tirzah.kincheloe@mil.wa.gov Phone 253-856-4311 Phone 253-512-7456 Name Jeff DiDonato Name Title Division Chief - Emergency Management Title E-Mail jdidonato@pugetsoundfire.org E-Mail Phone 253-856-4345 Phone Name Jennifer Keizer Name Title EM Program Coordinator Title E-Mail jdkeizer@pugetsoundfire.org E-Mail Phone 253-856-4342 Phone ARTICLE II. ADMINISTRATIVE AND/OR FINANCIAL REQUIREMENTS The Subrecipient shall comply with all applicable state and federal laws, rules, regulations, requirements and program guidance identified or referenced in this Agreement and the informational documents published by DHS/FEMA applicable to the 19EMPG Program, including, but not limited to, all criteria, restrictions, and requirements of The Department of Homeland Security (DHS) Notice of Funding Opportunity (NOFO) Fiscal Year 2019 Emergency Management Performance Grant (EMPG) document, the FEMA Preparedness Grants Manual document, the DHS Award Letter for Grant No. EMS-2019-EP-00003-S01, and the federal regulations commonly applicable to DHS/FEMA grants, all of which are incorporated herein by reference. The DHS Award Letter is incorporated in this Agreement as Exhibit F. The Subrecipient acknowledges that since this Agreement involves federal award funding, the period of performance described herein may begin prior to the availability of appropriated federal funds. The Subrecipient agrees that it will not hold the Department, the state of Washington, or the United States liable for any damages, claim for reimbursement, or any type of payment whatsoever for services performed under this Agreement prior to distribution of appropriated federal funds, or if federal funds are not appropriated or in a particular amount. A. STATE AND FEDERAL REQUIREMENTS FOR DHS/FEMA PREPAREDNESS GRANTS: The following requirements apply to all DHS/FEMA Preparedness Grants administered by the Department. 1. SUBAWARDS & CONTRACTS BY SUBRECIPIENT a. The Subrecipient must make a case-by-case determination whether each agreement it makes for the disbursement of 19EMPG funds received under this Agreement casts the party receiving the funds in the role of a Subrecipient or contractor in accordance with 2 CFR 200.330. b. If the Subrecipient becomes a pass-through entity by making a subaward to a non-federal entity as its Subrecipient: i. The Subrecipient must comply with all federal laws and regulations applicable to pass-through entities of 19EMPG funds, including, but not limited to , those contained in 2 CFR 200. 4.A.a Packet Pg. 6 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 3 of 35 City of Kent, E20-171 ii. The Subrecipient shall require its subrecipient(s) to comply with all applicable state and federal laws, rules, regulations, requirements, and program guidance identified or referenced in this Agreement and the informational documents published by DHS/FEMA applicable to the 19EMPG Program, including, but not limited to, all criteria, restrictions, and requirements of The Department of Homeland Security (DHS) Notice of Funding Opportunity (NOFO) Fiscal Year 2019 Emergency Management Performance Grant (EMPG) document, the DHS Award Letter for Grant No. EMS-2019-EP-00003-S01 in Exhibit F, and the federal regulations commonly applicable to DHS/FEMA grants. iii. The Subrecipient shall be responsible to the Department for ensuring that all 19EMPG federal award funds provided to its subrecipients, and associated matching funds, are used in accordance with applicable federal and state statutes and regulations, and the terms and conditions of the federal award set forth in Exhibit F of this Agreement. 2. BUDGET, REIMBURSEMENT, AND TIMELINE a. Within the total Grant Agreement Amount, travel, subcontracts, salaries, benefits, printing, equipment, and other goods and services or other budget categories will be reimbursed on an actual cost basis upon completion unless otherwise provided in this Agreement. b. The maximum amount of all reimbursement requests permitted to be submitted under this Agreement, including the final reimbursement request, is limited to and shall not exceed the total Grant Agreement Amount. c. If the Subrecipient chooses to include indirect costs within the Budget (Exhibit E), an indirect cost rate agreement negotiated between the federal cognizant agency and the Subrecipient establishing approved indirect cost rate(s) as described in 2 CFR 200.414 and Appendix VII to 2 CFR 200 must be submitted to the Department Key Personnel. However, under 2 CFR 200.414(f), if the Subrecipient has never received a negotiated indirect cost rate agreement establishing federally negotiated rate(s), the Subrecipient may negotiate a rate with the Department or charge a de minimis rate of 10% of modified total direct costs. The Subrecipient’s actual indirect cost rate may vary from the approved rate but must not exceed the approved negotiated indirect cost rate percentage for the time period of the expenditures. If a Subrecipient chooses to charge the 10% de minimis rate, but did not charge indirect costs to previous subawards, a request for approval to charge indirect costs must be submitted to the Department Key Personnel for approval with an explanation for the change. d. For travel costs, the Subrecipient shall comply with 2 CFR 200.474 and should consult their internal policies, state rates set pursuant to RCW 43.03.050 and RCW 43.03.060 as now existing or amended, and federal maximum rates set forth at http://www.gsa.gov, and follow the most restrictive. If travel costs exceed set state or federal limits, travel costs shall not be reimbursed without written approval by Department Key Personnel. e. Reimbursement requests will include a properly completed State A-19 Invoice Form and Reimbursement Spreadsheet (in the format provided by the Department) detailing the expenditures for which reimbursement is sought. Reimbursement requests must be submitted to Reimbursements@mil.wa.gov no later than the due dates listed within the Timeline (Exhibit D). Reimbursement request totals should be commensurate to the time spent processing by the Subrecipient and the Department. f. Receipts and/or backup documentation for any approved items that are authorized under this Agreement must be maintained by the Subrecipient consistent with record retention requirements of this Agreement and be made available upon request by the Department and auditors. g. The Subrecipient should request prior written approval from Department Key Personnel to waive the due date in the Timeline (Exhibit D) and, once approved, submit those costs on the next scheduled reimbursement due date contained in the Timeline. Waiving or 4.A.a Packet Pg. 7 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 4 of 35 City of Kent, E20-171 missing deadlines serves as an indicator for assessing an agency’s level of risk of noncompliance with the regulations, requirements, and the terms and conditions of the agreement and may increase required monitoring activities. Any request for a waiver or extension of a due date in the Timeline (Exhibit D) will be treated as a request for Amendment of the Agreement. This request must be submitted to the Department Key Personnel sufficiently in advance of the due date to provide adequate time for Department review and consideration and may be granted or denied within the Department’s sole discretion. h. All work under this Agreement must end on or before the Grant Agreement End Date, and the final reimbursement request must be submitted to the Department within 45 days after the Grant Agreement End Date, except as otherwise authorized by written amendment of this Agreement and issued by the Department. i. No costs for purchases of equipment/supplies will be reimbursed until the related equipment/supplies have been received by the Subrecipient, its contractor, or any non- federal entity to which the Subrecipient makes a subaward and is invoiced by the vendor. j. Failure to submit timely, accurate, and complete reports and reimbursement requests as required by this Agreement (including, but not limited to, those reports in the Timeline) will prohibit the Subrecipient from being reimbursed until such reports and reimbursement requests are submitted and the Department has had reasonable time to conduct its review. k. Final reimbursement requests will not be approved for payment until the Subrecipient is current with all reporting requirements contained in this Agreement. l. A written amendment will be required if the Subrecipient expects cumulative transfers to budget categories, as identified in the Budget (Exhibit E), to exceed 10% of the Grant Agreement Amount. Any changes to budget category totals not in compliance with this paragraph will not be reimbursed without approval from the Department. m. Subrecipients shall only use federal award funds under this Agreement to supplement existing funds and will not use them to replace (supplant) non-federal funds that have been budgeted for the same purpose. The Subrecipient may be required to demonstrate and document that a reduction in non-federal resources occurred for reasons other than the receipt or expected receipt of federal funds. 3. REPORTING a. With each reimbursement request, the Subrecipient shall report how the expenditures, for which reimbursement is sought, relate to the Work Plan (Exhibit C) activities in the format provided by the Department. b. With the final reimbursement request, the Subrecipient shall submit to the Department Key Personnel a final report describing all completed activities under this Agreement. c. In conjunction with the final report, the Subrecipient shall submit a separate report detailing how the EMPG Training requirements were met for all personnel funded by federal or matching funds under this Agreement. d. The Subrecipient shall comply with the Federal Funding Accountability and Transparency Act (FFATA) and related OMB Guidance consistent with Public Law 109-282 as amended by section 6202(a) of Public Law 110-252 (see 31 U.S.C. 6101 note) and complete and return to the Department the FFATA Form located at http://mil.wa.gov/emergency- management-division/grants/requiredgrantforms, which is incorporated by reference and made a part of this Agreement. e. The Subrecipient shall participate in the State’s Stakeholder Preparedness Review (SPR) as well as the State's Threat and Hazard Identification and Risk Assessment (THIRA), as needed. 4. EQUIPMENT AND SUPPLY MANAGEMENT a. The Subrecipient and any non-federal entity to which the Subrecipient makes a subaward shall comply with 2 CFR 200.318 – 200.326 when procuring any equipment or supplies 4.A.a Packet Pg. 8 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 5 of 35 City of Kent, E20-171 under this Agreement, 2 CFR 200.313 for management of equipment, and 2 CFR 200.314 for management of supplies, to include, but not limited to: i. Upon successful completion of the terms of this Agreement, all equipment and supplies purchased through this Agreement will be owned by the Subrecipient, or a recognized non-federal entity to which the Subrecipient has made a subaward, for which a contract, Subrecipient grant agreement, or other means of legal transfer of ownership is in place. ii. All equipment, and supplies as applicable, purchased under this Agreement will be recorded and maintained in the Subrecipient’s inventory system. iii. Inventory system records shall include: A. description of the property B. manufacturer’s serial number, model number, or other identification number C. funding source for the equipment, including the Federal Award Identification Number (FAIN) D. Assistance Listings Number (formerly CFDA Number) E. who holds the title F. acquisition date G. cost of the equipment and the percentage of federal participation in the cost H. location, use, and condition of the equipment at the date the information was reported I. disposition data including the date of disposal and sale price of the property. iv. The Subrecipient shall take a physical inventory of the equipment, and supplies as applicable, and reconcile the results with the property records at least once every two years. Any differences between quantities determined by the physical inspection and those shown in the records shall be investigated by the Subrecipient to determine the cause of the difference. The Subrecipient shall, in connection with the inventory, verify the existence, current utilization, and continued need for the equipment. v. The Subrecipient shall be responsible for any and all operational and maintenance expenses and for the safe operation of their equipment and supplies including all questions of liability. The Subrecipient shall develop appropriate maintenance schedules and procedures to ensure the equipment, and supplies as applicable, are well maintained and kept in good operating condition. vi. The Subrecipient shall develop a control system to ensure adequate safeguards to prevent loss, damage, and theft of the property. Any loss, damage, or theft shall be investigated, and a report generated and sent to the Department. vii. The Subrecipient must obtain and maintain all necessary certifications and licenses for the equipment. viii. If the Subrecipient is authorized or required to sell the property, proper sales procedures must be established and followed to ensure the highest possible return. For disposition, if upon termination or at the Grant Agreement End Date, when original or replacement supplies or equipment acquired under a federal award are no longer needed for the original project or program or for other activities currently or previously supported by a federal awarding agency, the Subrecipient must comply with the following procedures: 4.A.a Packet Pg. 9 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 6 of 35 City of Kent, E20-171 A. For Supplies: If there is a residual inventory of unused supplies exceeding $5,000 in total aggregate value upon termination or completion of the project or program and the supplies are not needed for any other federal award, the Subrecipient must retain the supplies for use on other activities or sell them, but must, in either case, compensate the federal government for its share. The amount of compensation must be computed in the same manner as for equipment. B. For Equipment: 1) Items with a current per-unit fair-market value of $5,000 or less may be retained, sold, or otherwise disposed of with no further obligation to the federal awarding agency. 2) Items with a current per-unit fair-market value in excess of $5,000 may be retained or sold. The Sub recipient shall compensate the federal awarding agency in accordance with the requirements of 2 CFR 200.313 (e) (2). ix. Records for equipment shall be retained by the Subrecipient for a period of six years from the date of the disposition, replacement, or transfer. If any litigation, claim, or audit is started before the expiration of the six-year period, the records shall be retained by the Subrecipient until all litigation, claims, or audit findings involving the records have been resolved. b. The Subrecipient shall comply with the Department’s Purchase Review Process, which is incorporated by reference and made part of this Agreement. No reimbursement will be provided unless the appropriate approval has been received. c. Allowable categories for the EMPG Program are listed on the Authorized Equipment List (AEL) located on the FEMA website at http://www.fema.gov/authorized-equipment-list. It is important that the Subrecipient and any non-federal entity to which the Subrecipient makes a subaward regard the AEL as an authorized purchasing list identifying items allowed under the specific grant program and includes items that may not be categorized as equipment according to the federal, state, local, and tribal definitions of equipment. The Subrecipient is solely responsible for ensuring and documenting purchased items under this Agreement are authorized as allowed items by the AEL at time of purchase. If the item is not identified on the AEL as allowable under EMPG, the Subrecipient must contact the Department Key Personnel for assistance in seeking FEMA approval prior to acquisition. d. Unless expressly provided otherwise, all equipment must meet all mandatory regulatory and/or DHS/FEMA adopted standards to be eligible for purchase using federal award funds. e. The Subrecipient must pass on equipment and supply management requirements that meet or exceed the requirements outlined above to any non-federal entity to which the Subrecipient makes a subaward under this Agreement. 5. ENVIRONMENTAL AND HISTORICAL PRESERVATION a. The Subrecipient shall ensure full compliance with the DHS/FEMA Environmental Planning and Historic Preservation (EHP) program. EHP program information can be found at https://www.fema.gov/media-library/assets/documents/85376 all of which are incorporated in and made a part of this Agreement. b. Projects that have historical impacts or the potential to impact the environment, including, but not limited to, construction of communication towers; modification or renovation of existing buildings, structures and facilities; or new construction including replacement of facilities, must participate in the DHS/FEMA EHP review process prior to initiation. Modification of existing buildings, including minimally invasive improvements such as attaching monitors to interior walls, and training or exercises occurring outside in areas 4.A.a Packet Pg. 10 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 7 of 35 City of Kent, E20-171 not considered previously disturbed, also require a DHS/FEMA EHP review before project initiation. c. The EHP review process involves the submission of a detailed project description that includes the entire scope of work, including any alternatives that may be under consideration, along with supporting documentation so FEMA may determine whether the proposed project has the potential to impact environmental resources and/or historic properties. d. The Subrecipient agrees that to receive any federal preparedness funding, all EHP compliance requirements outlined in applicable guidance must be met. The EHP review process must be completed and approval received by the Subrecipient before any work is started for which reimbursement will be later requested. Expenditures for projects started before completion of the EHP review process and receipt of approval by the Subrecipient will not be reimbursed. 6. PROCUREMENT a. The Subrecipient shall comply with all procurement requirements of 2 CFR Part 200.318 through 200.326 and as specified in the General Terms and Conditions, Exhibit B, A.10. b. For all sole source contracts expected to exceed $250,000, the Subrecipient must submit to the Department for pre-procurement review and approval the procurement documents, such as requests for proposals, invitations for bids and independent cost estimates. This requirement must be passed on to any non-federal entity to which the Subrecipient makes a subaward, at which point the Subrecipient will be responsible for reviewing and approving sole source justifications of any non-federal entity to which the Subrecipient makes a subaward. 7. SUBRECIPIENT MONITORING a. The Department will monitor the activities of the Subrecipient from award to closeout. The goal of the Department’s monitoring activities will be to ensure that agencies receiving federal pass-through funds are in compliance with this Agreement, federal and state audit requirements, federal grant guidance, and applicable federal and state financial regulations, as well as 2 CFR Part 200 Subpart F. b. To document compliance with 2 CFR Part 200 Subpart F requirements, the Subrecipient shall complete and return to the Department the “2 CFR Part 200 Subpart F Audit Certification Form” located at http://mil.wa.gov/emergency-management- division/grants/requiredgrantforms with the signed Agreement and each fiscal year thereafter until the Agreement is closed, which is incorporated by reference and made a part of this Agreement. c. Monitoring activities may include, but are not limited to: i. Review of financial and performance reports ii. Monitoring and documenting the completion of Agreement deliverables iii. Documentation of phone calls, meetings (e.g. agendas, sign-in sheets, meeting minutes), e-mails and correspondence iv. Review of reimbursement requests and supporting documentation to ensure allowability and consistency with Agreement work plan, budget, and federal requirements v. Observation and documentation of Agreement related activities, such as exercises, training, funded events, and equipment demonstrations vi. On-site visits to review equipment records and inventories, to verify source documentation for reimbursement requests and performance reports, and to verify completion of deliverables. 4.A.a Packet Pg. 11 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 8 of 35 City of Kent, E20-171 d. The Subrecipient is required to meet or exceed the monitoring activities, as outlined above, for any non-federal entity to which the Subrecipient makes a subaward as a pass- through entity under this Agreement. e. Compliance will be monitored throughout the performance period to assess risk. Concerns will be addressed through a Corrective Action Plan. 8. LIMITED ENGLISH PROFIENCY (CIVIL RIGHTS ACT OF 1964 TITLE VI) a. The Subrecipient must comply with the Title VI of the Civil Rights Act of 1964 (Title VI) prohibition against discrimination on the basis of national origin, which requires that Subrecipients of federal financial assistance take reasonable steps to provide meaningful access to persons with limited English proficiency (LEP) to their programs and services. Providing meaningful access for persons with LEP may entail providing language assistance services, including oral interpretation and written translation. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency (August 11, 2000), requires federal agencies to issue guidance to recipients, assisting such organizations and entities in understanding their language access obligations. DHS published the required recipient guidance in April 2011, DHS Guidance to Federal Financial Assistance Recipients Regarding Title VI Prohibition Against National Origin Discrimination Affecting Limited English Proficient Persons, 76 Fed. Reg. 21755-21768, (April 18, 2011). The Guidance provides helpful information such as how a recipient can determine the extent of its obligation to provide language services, selecting language services, and elements of an effective plan on language assistance for LEP persons. For additional assistance and information regarding language access obligations, please refer to the DHS Recipient Guidance at https://www.dhs.gov/guidance-published-help- department-supported-organizations-provide-meaningful-access-people-limited and additional resources on http://www.lep.gov. 9. NIMS COMPLIANCE a. The National Incident Management System (NIMS) identifies concepts and principles that answer how to manage emergencies from preparedness to recovery regardless of their cause, size, location, or complexity. NIMS provides a consistent, nationwide approach and vocabulary for multiple agencies or jurisdictions to work together to build, sustain, and deliver the core capabilities needed to achieve a secure and resilient nation. b. Consistent implementation of NIMS provides a solid foundation across jurisdictions and disciplines to ensure effective and integrated preparedness, planning, and response. NIMS empowers the components of the National Preparedness System, a requirement of Presidential Policy Directive 8, to guide activities within the public and private sector and describes the planning, organizational activities, equipping, training and exercising needed to build and sustain the core capabilities in support of the National Preparedness Goal. c. In order to receive FY 2019 federal preparedness funding, to include EMPG, the Subrecipient will ensure all NIMS objectives have been initiated and/or are in progress toward completion. NIMS Implementation Objectives are located at https://www.fema.gov/media-library/assets/documents/130743. B. EMPG PROGRAM SPECIFIC REQUIREMENTS 1. The Department receives EMPG Program funding from DHS/FEMA, which is provided to assist state, local, and tribal governments to enhance and sustain all-hazards emergency management capabilities as authorized by Robert T. Stafford Disaster Relief and Emergency Assistance Act, as amended (42 U.S.C. §§ 5121 et seq.) and Section 662 of the Post Katrina Emergency Management Act (6 U.S.C. § 762). 2. A portion of the 19EMPG is passed through to local jurisdictions and tribes with emergency management programs to supplement their local/tribal operating budgets to help sustain and enhance emergency management capabilities pursuant to Washington Administrative Code (WAC) 118 -09. 4.A.a Packet Pg. 12 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 9 of 35 City of Kent, E20-171 3. The Subrecipient shall use the EMPG funds authorized under this Agreement only to perform tasks as described in the Work Plan of the Subrecipient’s application for funding, as approved by the Department and incorporated into this Agreement. 4. Funding may not be used to replace or supplant existing local or tribal government funding of emergency management programs. 5. The Subrecipient shall provide a fifty percent match of non-federal origin. The Federal share applied toward the EMPG budget shall not exceed fifty percent of the total budget as submitted in the application and approved in Budget, Exhibit E. To meet matching requirements, the Subrecipient’s cash matching contributions must be considered reasonable, allowable, allocable, and necessary under the grant program and must comply with all Federal requirements and regulations, including, but not limited to , 2 CFR Part 200 . An appropriate mechanism must be in place to capture, track, and document matching funds. In the final report, the Subrecipient shall identify how the match was met and documented. 6. All personnel funded in any part through federal award or matching funds under this Agreement shall: a. Complete and record proof of completion for the NIMS training requirements outlined in the NIMS Training Program located at https://www.fema.gov/pdf/emergency/nims/nims_training_program.pdf (to include ICS- 100, ICS-200, IS -700, and IS-800 for most personnel). The Subrecipient will report training course completion by individual personnel along with the final report; and b. Complete either (1) the FEMA Professional Development Series IS-120, IS -230, IS-235, IS-240, IS-241, IS-242, and IS-244, or (2) the National Emergency Management Basic Academy. The Subrecipient will report training course completion by individual personnel along with the final report. C. DHS TERMS AND CONDITIONS As a Subrecipient of 19EMPG program funding, the Subrecipient shall comply with all applicable DHS terms and conditions of the 19EMPG Award Letter and its incorporated documents for DHS Grant No. EMS-2019-EP-00003-S01, which are incorporated and made a part of this Agreement as Exhibit F. 4.A.a Packet Pg. 13 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 10 of 35 City of Kent, E20 -171 Exhibit B Washington State Military Department GENERAL TERMS AND CONDITIONS Department of Homeland Security (DHS)/ Federal Emergency Management Agency (FEMA) Grants A.1 DEFINITIONS As used throughout this Agreement, the terms will have the same meaning as defined in 2 CFR 200 Subpart A (which is incorporated herein by reference), except as otherwise set forth below: a. “Agreement” means this Grant Agreement. b. “Department” means the Washington State Military Department, as a state agency, any division, section, office, unit or other entity of the Department, or any of the officers or other officials lawfully representing that Department. The Department is a recipient of a federal award directly from a federal awarding agency and is the pass-through entity making a subaward to a Subrecipient under this Agreement. c. “Subrecipient” when capitalized is primarily used throughout this Agreement in reference to the non-federal entity identified on the Face Sheet of this Agreement that has received a subaward from the Department. However, the definition of “Subrecipient” is the same as in 2 CFR 200.93 for all other purposes. d. “Monitoring Activities” means all administrative, financial, or other review activities that are conducted to ensure compliance with all state and federal laws, rules, regulations, authorities and policies. e. “Investment” means the grant application submitted by the Subrecipient describing the project(s) for which federal funding is sought and provided under this this Agreement. Such grant application is hereby incorporated into this Agreement by reference. A.2 ADVANCE PAYMENTS PROHIBITED The Department shall make no payments in advance or in anticipation of goods or services to be provided under this Agreement. Subrecipient shall not invoice the Department in advance of delivery and invoicing of such goods or services. A.3 AMENDMENTS AND MODIFICATIONS The Subrecipient or the Department may request, in writing, an amendment or modification of this Agreement. However, such amendment or modification shall not be binding, take effect or be incorporated herein until made in writing and signed by the authorized representatives of the Department and the Subrecipient. No other understandings or agreements, written or oral, shall be binding on the parties. A.4 AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, 42 U.S.C. 12101 ET SEQ. AND ITS IMPLEMENTING REGULATIONS ALSO REFERRED TO AS THE “ADA” 28 CFR Part 35. The Subrecipient must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunication. A.5 ASSURANCES The Department and Subrecipient agree that all activity pursuant to this Agreement will be in accordance with all the applicable current federal, state and local laws, rules and regulations. A.6 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, OR INELIGIBILITY As federal funds are a basis for this Agreement, the Subrecipient certifies that the Subrecipient is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in this Agreement by any federal department or agency. The Subrecipient shall complete, sign, and return a Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion form located at http://mil.wa.gov/emergency-management- division/grants/requiredgrantforms. Any such form completed by the Subrecipient for this Agreement shall be incorporated into this Agreement by reference. 4.A.a Packet Pg. 14 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 11 of 35 City of Kent, E20 -171 Further, the Subrecipient agrees to comply with all applicable federal regulations concerning the federal debarment and suspension system, including 2 CFR Part 180. The Subrecipient certifies that it will ensure that potential contractors or Subrecipients or any of their principals are not debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in “covered transactions” by any federal department or agency. “Covered transactions” include procurement contracts for goods or services awarded under a non-procurement transaction (e.g. grant or cooperative agreement) that are expected to equal or exceed $25,000, and subawards to Subrecipients for any amount. With respect to covered transactions, the Subrecipient may comply with this provision by obtaining a certification statement from the potential contractor or Subrecipient or by checking the System for Award Management (https://sam.gov/SAM/) maintained by the federal government. The Subrecipient also agrees not to enter into any arrangements or contracts with any party on the Washington State Department of Labor and Industries’ “Debarred Contractor List” (https://secure.lni.wa.gov/debarandstrike/ContractorDebarList.aspx). The Subrecipient also agrees not to enter into any agreements or contracts for the purchase of goods and services with any party on the Department of Enterprise Services’ Debarred Vendor List (http://www.des.wa.gov/services/ContractingPurchasing/Business/Pages/Vendor-Debarment.aspx). A.7 CERTIFICATION REGARDING RESTRICTIONS ON LOBBYING As required by 44 CFR Part 18, the Subrecipient hereby certifies that to the best of its knowledge and belief: (1) no federally appropriated funds have been paid or will be paid by or on behalf of the Subrecipient to any person for influencing or attempting to influence an officer or employee of an 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 any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement; (2) that 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 Agreement, grant, loan, or cooperative agreement, the Subrecipient will complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions; (3) and that, as applicable, the Subrecipient will require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all Subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into and is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. A.8 COMPLIANCE WITH APPLICABLE STATUTES, RULES AND DEPARTMENT POLICIES The Subrecipient and all its contractors and subrecipients shall comply with, and the Department is not responsible for determining compliance with, any and all applicable federal, state, and local laws, regulations, executive orders, OMB Circulars, and/or policies. This obligation includes, but is not limited to: nondiscrimination laws and/or policies, Energy Policy and Conservation Act (PL 94-163, as amended), the Americans with Disabilities Act (ADA), Age Discrimination Act of 1975, Title VI of the Civil Rights Act of 1964, Civil Rights Act of 1968, the Robert T. Stafford Disaster Relief and Emergency Assistance Act, (PL 93-288, as amended), Ethics in Public Service (RCW 42.52), Covenant Against Contingent Fees (48 CFR Section 52.203-5), Public Records Act (RCW 42.56), Prevailing Wages on Public Works (RCW 39.12), State Environmental Policy Act (RCW 43.21C), Shoreline Management Act of 1971 (RCW 90.58), State Building Code (RCW 19.27), Energy Related Building Standards (RCW 19.27A), Provisions in Buildings for Aged and Handicapped Persons (RCW 70.92), and safety and health regulations. In the event of noncompliance or refusal to comply with any applicable law, regulation, executive order, OMB Circular or policy by the Subrecipient, its contractors or subrecipients, the Department may rescind, cancel, or terminate the Agreement in whole or in part in its sole discretion. The Subrecipient is responsible for all costs or liability arising from its failure, and that of its contractors and subrecipients, to comply with applicable laws, regulations, executive orders, OMB Circulars or policies. A.9 CONFLICT OF INTEREST No officer or employee of the Department; no member, officer, or employee of the Subrecipient or its designees or agents; no member of the governing body of the jurisdiction in which the project is 4.A.a Packet Pg. 15 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 12 of 35 City of Kent, E20 -171 undertaken or located; and no other official of the Subrecipient who exercises any functions or responsibilities with respect to the project during his or her tenure, shall have any personal or pecuniary gain or interest, direct or indirect, in any contract, subcontract, or the proceeds thereof, for work to be performed in connection with the project assisted under this Agreement. The Subrecipient shall incorporate, or cause to incorporate, in all such contracts or subawards, a provision prohibiting such interest pursuant to this provision. A.10 CONTRACTING & PROCUREMENT a. The Subrecipient shall use a competitive procurement process in the procurement and award of any contracts with contractors or subcontractors that are entered into under the original agreement award. The procurement process followed shall be in accordance with 2 CFR Part 200.318 General procurement standards through 200.326 Contract provisions. As required by Appendix II to 2 CFR Part 200, all contracts entered into by the Subrecipient under this Agreement must include the following provisions, as applicable: 1) Contracts for more than the simplified acquisition threshold currently set at $250,000, 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. 2) All contracts in exce ss of $10,000 must address termination for cause and for convenience by the non-federal entity including the manner by which it will be affected and the basis for settlement. 3) 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 FR 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.” 4) 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-f ederal 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 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. 5) 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 4.A.a Packet Pg. 16 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 13 of 35 City of Kent, E20 -171 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. 6) 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. 7) 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). 8) 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. 9) 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. 10) Procurement of recovered materials -- As required by 2 CFR 200.322, a non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 11) Notice of awarding agency requirements and regulations pertaining to reporting. 12) Federal awarding agency requirements and regulations pertaining to copyrights and rights in data. 13) Access by the Department, the Subrecipient, the federal awarding agency, the Comptroller General of the United States, or any of their duly authorized representatives to any books, 4.A.a Packet Pg. 17 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 14 of 35 City of Kent, E20 -171 documents, papers, and records of the contractor which are directly pertinent to that specific contract for the purpose of making audit, examination, excerpts, and transcriptions. 14) Retention of all required records for six years after the Subrecipient has made final payments and all other pending matters are closed. 15) 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 (Pub. L. 94–163, 89 Stat. 871). b. The Department reserves the right to review the Subrecipient’s procurement plans and documents and require the Subrecipient to make changes to bring its plans and documents into compliance with the requirements of 2 CFR Part 200.318 through 200.326. The Subrecipient must ensure that its procurement process requires contractors and subcontractors to provide adequate documentation with sufficient detail to support the costs of the project and to allow both the Subrecipient and Department to make a determination on eligibility of project costs. c. All contracting agreements entered into pursuant to this Agreement shall incorporate this Agreement by reference A.11 DISCLOSURE The use or disclosure by any party of any information concerning the Department for any purpose not directly connected with the administration of the Department's or the Subrecipient's responsibilities with respect to services provided under this Agreement is prohibited except by prior written consent of the Department or as required to comply with the state Public Records Act, other law or court order. A.12 DISPUTES Except as otherwise provided in this Agreement, when a bona fide dispute arises between the parties and it cannot be resolved through discussion and negotiation, either party may request a dispute resolution panel to resolve the dispute. A request for a dispute resolution board shall be in writing, state the disputed issues, state the relative positions of the parties, and be sent to all parties. The panel shall consist of a representative appointed by the Department, a representative appointed by the Subrecipient and a third party mutually agreed upon by both parties. The panel shall, by majority vote, resolve the dispute. Each party shall bear the cost for its panel member and its attorney fees and costs and share equally the cost of the third panel member. A.13 LEGAL RELATIONS It is understood and agreed that this Agreement is solely for the benefit of the parties to the Agreement and gives no right to any other party. No joint venture or partnership is formed as a result of this Agreement. To the extent allowed by law, the Subrecipient, its successors or assigns, will protect, save and hold harmless the Department, the state of Washington, and the United States Government and their authorized agents and employees, from all claims, actions, costs, damages or expenses of any nature whatsoever by reason of the acts or omissions of the Subrecipient, its subcontractors, subrecipients, assigns, agents, contractors, consultants, licensees, invitees, employees or any person whomsoever arising out of or in connection with any acts or activities authorized by this Agreement. To the extent allowed by law, the Subrecipient further agrees to defend the Department and the state of Washington and their authorized agents and employees in any litigation; including payment of any costs or attorneys' fees for any claims or action commenced thereon arising out of or in connection with acts or activities authorized by this Agreement. This obligation shall not include such claims, costs, damages or expenses which may be caused by the sole negligence of the Department; provided, that if the claims or damages are caused by or result from the concurrent negligence of (1) the Department, and (2) the Subrecipient, its agents, or employees, this indemnity provision shall be valid and enforceable only to the extent of the negligence of the Subrecipient, or the Subrecipient's agents or employees. Insofar as the funding source, the Department of Homeland Security (DHS)/Federal Emergency Management Agency (FEMA), is an agency of the Federal government, the following shall apply: 44 CFR 206.9 Non-liability. The Federal government shall not be liable for any claim based upon the exercise or performance of, or the failure to exercise or perform a discretionary function or duty on the 4.A.a Packet Pg. 18 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 15 of 35 City of Kent, E20 -171 part of a federal agency or an employee of the Federal government in carrying out the provisions of the Stafford Act. A.14 LIMITATION OF AUTHORITY – AUTHORIZED SIGNATURE The signatories to this Agreement represent that they have the authority to bind their respective organizations to this Agreement. Only the Department’s Authorized Signature representative and the Authorized Signature representative of the Subrecipient or Alternate for the Subrecipient, formally designated in writing, shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this Agreement. Any alteration, amendment, modification, or waiver of any clause or condition of this Agreement is not effective or binding unless made in writing and signed by both parties’ Authorized Signature representatives. Further, only the Authorized Signature representative or Alternate for the Subrecipient shall have signature authority to sign reimbursement requests, time extension requests, amendment and modification requests, requests for changes to projects or work plans, and other requests, certifications and documents authorized by or required under this Agreement. A.15 LOSS OR REDUCTION OF FUNDING In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Agreement and prior to normal completion or end date, the Department may unilaterally reduce the work plan and budget o r unilaterally terminate all or part of the Agreement as a “Termination for Cause” without providing the Subrecipient an opportunity to cure. Alternatively, the parties may renegotiate the terms of this Agreement under “Amendments and Modifications” to comply with new funding limitations and conditions, although the Department has no obligation to do so. A.16 NONASSIGNABILITY Neither this Agreement, nor any claim arising under this Agreement, shall be transferred or assigned by the Subrecipient. A.17 NONDISCRIMINATION The Subrecipient shall comply with all applicable federal and state non-discrimination laws, regulations, and policies. No person shall, on the grounds of age, race, creed, color, sex, sexual orientation, religion, national origin, marital status, honorably discharged veteran or military status, or disability (physical, mental, or sensory) be denied the benefits of, or otherwise be subjected to discrimination under any project, program, or activity, funded, in whole or in part, under this Agreement. A.18 NOTICES The Subrecipient shall comply with all public notices or notices to individuals required by applicable local, state and federal laws and regulations and shall maintain a record of this compliance. A.19 OCCUPATIONAL SAFETY/HEALTH ACT and WASHINGTON INDUSTRIAL SAFETY/HEALTH ACT (OSHA/WISHA) The Subrecipient represents and warrants that its work place does now or will meet all applicable federal and state safety and health regulations that are in effect during the Subrecipient's performance under this Agreement. To the extent allowed by law, the Subrecipient further agrees to indemnify and hold harmless the Department and its employees and agents from all liability, damages and costs of any nature, including, but not limited to, costs of suits and attorneys' fees assessed against the Department, as a result of the failure of the Subrecipient to so comply. A.20 OWNERSHIP OF PROJECT/CAPITAL FACILITIES The Department makes no claim to any capital facilities or real property improved or constructed with funds under this Agreement, and by this subaward of funds does not and will not acquire any ownership interest or title to such property of the Subrecipient. The Subrecipient shall assume all liabilities and responsibilities arising from the ownership and operation of the project and agrees to indemnify and hold the Department, the state of Washington, and the United States government harmless from any and all causes of action arising from the ownership and operation of the project. A.21 POLITICAL ACTIVITY No portion of the funds provided herein shall be used for any partisan political activity or to further the election or defeat of any candidate for public office or influence the approval or defeat of any ballot issue. A.22 PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION 4.A.a Packet Pg. 19 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 16 of 35 City of Kent, E20 -171 The assistance provided under this Agreement shall not be used in payment of any bonus or commission for the purpose of obtaining approval of the application for such assistance or any other approval or concurrence under this Agreement provided, however, that reasonable fees or bona fide technical consultant, managerial, or other such services, other than actual solicitation, are not hereby prohibited if otherwise eligible as project costs. A.23 PUBLICITY The Subrecipient agrees to submit to the Department prior to issuance all advertising and publicity matters relating to this Agreement wherein the Department’s name is mentioned, or language used from which the connection of the Department’s name may, in the Department’s judgment, be inferred or implied. The Subrecipient agrees not to publish or use such advertising and publicity matters without the prior written consent of the Department. The Subrecipient may copyright original work it develops in the course of or under this Agreement; however, pursuant to 2 CFR Part 200.315, FEMA reserves a royalty- free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use the work for government purposes. Publication resulting from work performed under this Agreement shall include an acknowledgement of FEMA’s financial support, by the Assistance Listings Number (formerly CFDA Number), and a statement that the publication does not constitute an endorsement by FEMA or reflect FEMA’s views. A.24 RECAPTURE PROVISION In the event the Subrecipient fails to expend funds under this Agreement in accordance with applicable federal, state, and local laws, regulations, and/or the provisions of the Agreement, the Department reserves the right to recapture funds in an amount equivalent to the extent of noncompliance. Such right of recapture shall exist for the life of the project following Agreement termination. Repayment by the Subrecipient of funds under this recapture provision shall occur within 30 days of demand. In the event the Department is required to institute legal proceedings to enforce the recapture provision, the Department shall be entitled to its costs and expenses thereof, including attorney fees from the Subrecipient. A.25 RECORDS a. The Subrecipient agrees to maintain all books, records, documents, receipts, invoices and all other electronic or written records necessary to sufficiently and properly reflect the Subrecipient's contracts, subawards, grant administration, and payments, including all direct and indirect charges, and expenditures in the performance of this Agreement (the “records”). b. The Subrecipient's records related to this Agreement and the projects funded may be inspected and audited by the Department or its designee, by the Office of the State Auditor, DHS, FEMA or their designees, by the Comptroller General of the United States or its designees, or by other state or federal officials authorized by law, for the purposes of determining compliance by the Subrecipient with the terms of this Agreement and to determine the appropriate level of funding to be paid under the Agreement. c. The records shall be made available by the Subrecipient for such inspection and audit, together with suitable space for such purpose, at any and all times during the Subrecipient's normal working day. d. The Subrecipient shall retain and allow access to all records related to this Agreement and the funded project(s) for a period of at least six (6) years following final payment and closure of the grant under this Agreement. Despite the minimum federal retention requirement of three (3) years, the more stringent State requirement of six (6) years must be followed. A.26 RESPONSIBILITY FOR PROJECT/STATEMENT OF WORK/WORK PLAN While the Department undertakes to assist the Subrecipient with the project/statement of work/work plan (project) by providing federal award funds pursuant to this Agreement, the project itself remains the sole responsibility of the Subrecipient. The Department undertakes no responsibility to the Subrecipient, or to any third party, other than as is expressly set out in this Agreement. The responsibility for the design, development, construction, implementation, operation and maintenance of the project, as these phrases are applicable to this project, is solely that of the Subrecipient, as is responsibility for any claim or suit of any nature by any third party related in any way to the project. Prior to the start of any construction activity, the Subrecipient shall ensure that all applicable federal, state, and local permits and clearances are obtained, including, but not limited to, FEMA compliance with 4.A.a Packet Pg. 20 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 17 of 35 City of Kent, E20 -171 the National Environmental Policy Act, the National Historic Preservation Act, the Endangered Species Act, and all other environmental laws, regulations, and executive orders. The Subrecipient shall defend, at its own cost, any and all claims or suits at law or in equity, which may be brought against the Subrecipient in connection with the project. The Subrecipient shall not look to the Department, or to any state or federal agency, or to any of their employees or agents, for any performance, assistance, or any payment or indemnity, including, but not limited to, cost of defense and/or attorneys’ fees, in connection with any claim or lawsuit brought by any third party related to any design, development, construction, implementation, operation and/or maintenance of a project. A.27 SEVERABILITY If any court of rightful jurisdiction holds any provision or condition under this Agreement or its application to any person or circumstances invalid, this invalidity does not affect other provisions, terms or conditions of the Agreement, which can be given effect without the invalid provision. To this end, the terms and conditions of this Agreement are declared severable. A.28 SINGLE AUDIT ACT REQUIREMENTS (including all AMENDMENTS) The Subrecipient shall comply with and include the following audit requirements in any subawards. Non-federal entities, as Subrecipients of a federal award, that expend $750,000 or more in one fiscal year of federal funds from all sources, direct and indirect, are required to have a single or a program- specific audit conducted in accordance with 2 CFR Part 200 Subpart F. Non-federal entities that spend less than $750,000 a year in federal awards are exempt from federal audit requirements for that year, except as noted in 2 CFR Part 200 Subpart F. As defined in 2 CFR Part 200, the term “non-federal entity” means a state, local government, Indian tribe, institution of higher education, or nonprofit organization that carries out a federal award as a recipient or subrecipient. Subrecipients that are required to have an audit must ensure the audit is performed in accordance with Generally Accepted Government Auditing Standards (GAGAS) as found in the Government Auditing Standa rds (the Revised Yellow Book) developed by the United States Comptroller General and the OMB Compliance Supplement. The Subrecipient has the responsibility of notifying its auditor and requesting an audit in compliance with 2 CFR Part 200 Subpart F, to include the Washington State Auditor’s Office, a federal auditor, or a public accountant performing work using GAGAS, as appropriate. Costs of the audit may be an allowable grant expenditure as authorized by 2 CFR Part 200.425 . The Subrecipient shall maintain auditable records and accounts so as to facilitate the audit requirement and shall ensure that any subcontractors also maintain auditable records. The Subrecipient is responsible for any audit exceptions incurred by its own organization or that of its subcontractors. Responses to any unresolved management findings and disallowed or questioned costs shall be included with the audit report. The Subrecipient must respond to Department requests for information or corrective action concerning audit issues or findings within 30 days of the date of request. The Department reserves the right to recover from the Subrecipient all disallowed costs resulting from the audit. After the single audit has been completed, and if it includes any audit findings, the Subrecipient must send a full copy of the audit and its Corrective Action Plan to the Department at the following address no later than nine (9) months after the end of the Subrecipient’s fiscal year(s): Contracts Office Washington Military Department Finance Division, Building #1 TA-20 Camp Murray, WA 98430-5032 The Subrecipient must send a completed “2 CFR Part 200 Subpart F Audit Certification Form” (https://www.mil.wa.gov/emergency-management-division/grants/requiredgrantforms) to the Department at the address listed above before this Agreement is executed and timely submit annual updates to the Department every year thereafter, and if the Subrecipient is claiming it is exempt from the audit requirements of 2 CFR Part 200 Subpart F include an explanation of the criteria for exemption. The Department retains the sole discretion to determine whether a valid claim for an exemption from the audit requirements of this provision has been established. Conducting a single or program-specific audit in compliance with 2 CFR Part 200 Subpart F is a material requirement of this Agreement. In the absence of a valid claim of exemption from the audit requirements 4.A.a Packet Pg. 21 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 18 of 35 City of Kent, E20 -171 of 2 CFR Part 200 Subpart F, the Subrecipient’s failure to comply with said audit requirements may result in one or more of the following actions in the Department’s sole discretion: a percentage of federal awards being withheld until the audit is completed in accordance with 2 CFR Part 200 Subpart F; the withholding or disallowing of overhead costs; the suspension of federal awards until the audit is conducted and submitted; or termination of the federal award. A.29 SUBRECIPIENT NOT EMPLOYEE The parties intend that an independent contractor relationship will be created by this Agreement. The Subrecipient, and/or employees or agents performing under this Agreement are not employees or agents of the Department in any manner whatsoever. The Subrecipient will not be presented as, nor claim to be, an officer or employee of the Department by reason of this Agreement, nor will the Subrecipient make any claim, demand, or application to or for any right or privilege applicable to an officer or employee of the Department or of the state of Washington by reason of this Agreement, including, but not limited to, Workmen's Compensation coverage, unemployment insurance benefits, social security benefits, retirement membership or credit, or privilege or benefit which would accrue to a civil service employee under Chapter 41.06 RCW. It is understood that if the Subrecipient is another state department, state agency, state university, state college, state community college, state board, or state commission, that the officers and employees are employed by the state of Washington in their own right and not by reason of this Agreement. A.30 TAXES, FEES AND LICENSES Unless otherwise provided in this Agreement, the Subrecipient shall be responsible for, pay and maintain in current status all taxes, unemployment contributions, fees, licenses, assessments, permit charges and expenses of any other kind for the Subrecipient or its staff required by statute or regulation that are applicable to Agreement performance. A.31 TERMINATION FOR CONVENIENCE Notwithstanding any provisions of this Agreement, the Subrecipient may terminate this Agreement by providing written notice of such termination to the Department Key Personnel identified in the Agreement, specifying the effective date thereof, at least thirty (30) days prior to such date. Except as otherwise provided in this Agreement, the Department, in its sole discretion and in the best interests of the state of Washington, may terminate this Agreement in whole or in part by providing ten (10) calendar days written notice, beginning on the second day after mailing to the Subrecipient. Upon notice of termination for convenience, the Department reserves the right to suspend all or part of the Agreement, withhold further payments, or prohibit the Subrecipient from incurring additional obligations of funds. In the event of termination, the Subrecipient shall be liable for all damages as authorized by law. The rights and remedies of the Department provided for in this section shall not be exclusive and are in addition to any other rights and remedies provided by law. A.32 TERMINATION OR SUSPENSION FOR CAUSE In the event the Department, in its sole discretion, determines the Subrecipient has failed to fulfill in a timely and proper manner its obligations under this Agreement, is in an unsound financial condition so as to endanger performance hereunder, is in violation of any laws or regulations that render the Subrecipient unable to perform any aspect of the Agreement, or has violated any of the covenants, agreements or stipulations of this Agreement, the Department has the right to immediately suspend or terminate this Agreement in whole or in part. The Department may notify the Subrecipient in writing of the need to take corrective action and provide a period of time in which to cure. The Department is not required to allow the Subrecipient an opportunity to cure if it is not feasible as determined solely within the Department’s discretion. Any time allowed for cure shall not diminish or eliminate the Subrecipient’s liability for damages or otherwise affect any other remedies available to the Department. If the Department allows the Subrecipient an opportunity to cure, the Department shall notify the Subrecipient in writing of the need to take corrective action. If the corrective action is not taken within ten (10) calendar days or as otherwise specified by the Department, or if such corrective action is deemed by the Department to be insufficient, the Agreement may be terminated in whole or in part. The Department reserves the right to suspend all or part of the Agreement, withhold further payments, or prohibit the Subrecipient from incurring additional obligations of funds during investigation of the 4.A.a Packet Pg. 22 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 19 of 35 City of Kent, E20 -171 alleged compliance breach, pending corrective action by the Subrecipient, if allowed, or pending a decision by the Department to terminate the Agreement in whole or in part. In the event of termination, the Subrecipient shall be liable for all damages as authorized by law, including, but not limited to, any cost difference between the original Agreement and the replacement or cover Agreement and all administrative costs directly related to the replacement Agreement, e.g., cost of administering the competitive solicitation process, mailing, advertising and other associated staff time. The rights and remedies of the Department provided for in this section shall not be exclusive and are in addition to any other rights and remedies provided by law. If it is determined that the Subrecipient: (1) was not in default or material breach, or (2) failure to perform was outside of the Subrecipient’s control, fault or negligence, the termination shall be deemed to be a “Termination for Convenience”. A.33 TERMINATION PROCEDURES In addition to the procedures set forth below, if the Department terminates this Agreement, the Subrecipient shall follow any procedures specified in the termination notice. Upon termination of this Agreement and in addition to any other rights provided in this Agreement, the Department may require the Subrecipient to deliver to the Department any property specifically produced or acquired for the performance of such part of this Agreement as has been terminated. If the termination is for convenience, the Department shall pay to the Subrecipient as an agreed upon price, if separately stated, for properly authorized and completed work and services rendered or goods delivered to and accepted by the Department prior to the effective date of Agreement termination, the amount agreed upon by the Subrecipient and the Department for (i) completed work and services and/or equipment or supplies provided for which no separate price is stated, (ii) partially completed work and services and/or equipment or supplies provided which are accepted by the Department, (iii) other work, services and/or equipment or supplies which are accepted by the Department, and (iv) the protection and preservation of property. Failure to agree with such amounts shall be a dispute within the meaning of the "Disputes" clause of this Agreement. If the termination is for cause, the Department shall determine the extent of the liability of the Department. The Department shall have no other obligation to the Subrecipient for termination. The Department may withhold from any amounts due the Subrecipient such sum as the Department determines to be necessary to protect the Department against potential loss or liability. The rights and remedies of the Department provided in this Agreement shall not be exclusive and are in addition to any other rights and remedies provided by law. After receipt of a notice of termination, and except as otherwise directed by the Department in writing, the Subrecipient shall: a. Stop work under the Agreement on the date, and to the extent specified, in the notice; b. Place no further orders or contracts for materials, services, supplies, equipment and/or facilities in relation to this Agreement except as may be necessary for completion of such portion of the work under the Agreement as is not terminated; c. Assign to the Department, in the manner, at the times, and to the extent directed by the Department, all of the rights, title, and interest of the Subrecipient under the orders and contracts so terminated, in which case the Department has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and contracts; d. Settle all outstanding liabilities and all claims arising out of such termination of orders and contracts, with the approval or ratification of the Department to the extent the Department may require, which approval or ratification shall be final for all the purposes of this clause; e. Transfer title to the Department and deliver in the manner, at the times, and to the extent directed by the Department any property which, if the Agreement had been completed, would have been required to be furnished to the Department; f. Complete performance of such part of the work as shall not have been terminated by the Department in compliance with all contractual requirements; and g. Take such action as may be necessary, or as the Department may require, for the protection and preservation of the property related to this Agreement which is in the possession of the Subrecipient and in which the Department has or may acquire an interest. 4.A.a Packet Pg. 23 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 20 of 35 City of Kent, E20 -171 A.34 UTILIZATION OF MINORITY AND WOMEN BUSINESS ENTERPRISES (MWBE) The Subrecipient is encouraged to utilize business firms that are certified as minority-owned and/or women-owned in carrying out the purposes of this Agreement. The Subrecipient may set utilization standards, based upon local conditions or may utilize the state of Washington MWBE goals, as identified in WAC 326-30-041. A.35 VENUE This Agreement shall be construed and enforced in accordance with, and the validity and performance shall be governed by, the laws of the state of Washington. Venue of any suit between the parties arising out of this Agreement shall be the Superior Court of Thurston County, Washington. The Subrecipient, by execution of this Agreement, acknowledges the jurisdiction of the courts of the state of Washington. A.36 WAIVERS No conditions or provisions of this Agreement can be waived unless approved in advance by the Department in writing. The Department's failure to insist upon strict performance of any provision of the Agreemen t or to exercise any right based upon a breach thereof, or the acceptance of any performance during such breach, shall not constitute a waiver of any right under this Agreement. 4.A.a Packet Pg. 24 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 21 of 35 City of Kent, E20 -171 Exhibit C WORK PLAN FY 2019 Emergency Management Performance Grant 4.A.a Packet Pg. 25 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 22 of 35 City of Kent, E20 -171 4.A.a Packet Pg. 26 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 23 of 35 City of Kent, E20 -171 Exhibit D TIMELINE FY 2019 Emergency Management Performance Grant DATE TASK June 1, 2019 Grant Agreement Start Date April 30, 2020 Submit reimbursement request August 31, 2020 Grant Agreement End Date October 15, 2020 Submit final reimbursement request, final report, training requirement report, and/or other deliverables. 4.A.a Packet Pg. 27 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 24 of 35 City of Kent, E20 -171 Exhibit E BUDGET FY 2019 Emergency Management Performance Grant 19EMPG AWARD 71,834.00$ SOLUTION AREA BUDGET CATEGORY EMPG AMOUNT MATCH AMOUNT Salaries & Benefits -$ -$ Overtime/Backfill -$ -$ Consultants/Contractors 17,000$ -$ Goods & Services -$ -$ Travel/Per Diem -$ -$ Subtotal 17,000$ -$ Salaries & Benefits -$ 71,834$ Overtime/Backfill -$ -$ Consultants/Contractors -$ -$ Goods & Services 19,334$ -$ Travel/Per Diem -$ -$ Subtotal 19,334$ 71,834$ Salaries & Benefits -$ -$ Overtime/Backfill 1,000$ -$ Consultants/Contractors -$ -$ Goods & Services 500$ -$ Travel/Per Diem -$ -$ Subtotal 1,500$ -$ Salaries & Benefits -$ -$ Overtime/Backfill 8,000$ -$ Consultants/Contractors 5,000$ -$ Goods & Services 6,000$ -$ Travel/Per Diem 5,000$ -$ Subtotal 24,000$ -$ Equipment 10,000$ -$ Subtotal 10,000$ -$ Salaries & Benefits -$ -$ Overtime/Backfill -$ -$ Consultants/Contractors -$ -$ Goods & Services -$ -$ Travel/Per Diem -$ -$ Subtotal -$ -$ Indirect -$ -$ Indirect Cost Rate on file 0% TOTAL Grant Agreement AMOUNT:71,834$ 71,834$ M&APLANNINGORGANIZATION EXERCISETRAININGEQUIP • The Subrecipient will provide a match of $71,834 of non -federal origin, 50% of the total project cost (local budget plus EMPG award). • Cumulative transfers to budget categories in excess of 10% of the Grant Agreement Amount will not be reimbursed without prior written authorization from the Department. Funding Source: U.S. Department of Homeland Security - PI# 793PT– EMPG 4.A.a Packet Pg. 28 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 25 of 35 City of Kent, E20 -171 Exhibit F 19EMPG Award Letter EMS -2019-EP-00003 -S01 4.A.a Packet Pg. 29 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 26 of 35 City of Kent, E20 -171 4.A.a Packet Pg. 30 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 27 of 35 City of Kent, E20 -171 4.A.a Packet Pg. 31 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 28 of 35 City of Kent, E20 -171 4.A.a Packet Pg. 32 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 29 of 35 City of Kent, E20 -171 4.A.a Packet Pg. 33 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 30 of 35 City of Kent, E20 -171 4.A.a Packet Pg. 34 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 31 of 35 City of Kent, E20 -171 4.A.a Packet Pg. 35 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 32 of 35 City of Kent, E20 -171 4.A.a Packet Pg. 36 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 33 of 35 City of Kent, E20 -171 4.A.a Packet Pg. 37 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 34 of 35 City of Kent, E20 -171 4.A.a Packet Pg. 38 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) DHS-FEMA-EMPG-FY 19 Page 35 of 35 City of Kent, E20 -171 4.A.a Packet Pg. 39 Attachment: E20-171 Kent 19EMPG (2128 : Emergency Management Performance Grant – E20-171 - Authorize) INFORMATION TECHNOLOGY DEPARTMENT Mike Carrington 220 Fourth Avenue South Kent, WA 98032-5895 253-856-4600 DATE: December 17, 2019 TO: Kent City Council - Committee of the Whole SUBJECT: Microsoft Product Licensing 2020 Enterprise Agreement - Authorize MOTION: Authorize the Mayor approve the purchase of software through the Cooperative Purchasing Agreement the state Department of Enterprise Services has with En Pointe Technologies Sales, a value-added reseller, if those purchases are within the City’s established budgets and made during the term of the state contract, which is in effect through April 7, 2020, or any later contract extension the state may authorize, subject to final terms and conditions acceptable to the Information Technology Director and City Attorney. SUMMARY: The City has entered into an agreement with the state Department of Enterprise Services (“DES”), which allows the City to purchase goods and services through contracts the state publicly bids and enters into with various vendors. The state has, in turn, entered into an agreement with a national purchasing cooperative, the NASPO Cooperative Purchasing Organization, LLC, which is a non- profit subsidiary of the National Association of State Procurement Officials (“NASPO”). NASPO 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. Software purchases are exempt from competitive bid requirements under KCC 3.70.110.D., as are purchases made through a purchasing cooperative under KCC 3.70.110.F. One contract that NASPO has entered into, and which the state DES has elected to participate in, is a contract with En Pointe Technologies Sales, LLC (“En Pointe”), a software value added reseller. This contract is currently in effect through April 7, 2020. Should the City purchase from En Pointe under the purchasing cooperative’s contract, the terms and conditions of that master contract will apply. A copy of the state’s participating addendum and the master contract are attached. En Pointe Technologies Sales is a Software Value Added Reseller (“SVAR”), providing Information Technology Products, Security Services and other Public- Sector IT Support Services to State, Local, & Education (“SLED”) Government Agencies. The City has a current need to purchase (renew) our Microsoft Enterprise agreement, which includes Microsoft operating system and application licenses. 4.B Packet Pg. 40 The 2020 cost for this Enterprise Agreement is $380,221.45 with the total contract cost not to exceed $1,140,665.82 for the 3-year term ($380,221.45 x 3 years). In addition to this Enterprise Agreement, IT staff requests approval to purchase supplemental products through En Pointe Technologies Sales, so long as future purchases are within established budgets. BUDGET IMPACT: Council approved the 2019-2020 Information Technology Operating Budget allocation which adequately covers the associated cost. Consideration for the remaining two years will be requested as part of the 2021- 2022 budget cycle. SUPPORTS STRATEGIC PLAN GOAL: Evolving Infrastructure, Innovative Government, Sustainable Services ATTACHMENTS: 1. En Pointe Technologies Quote (PDF) 2. Washington State Participating Addendum (PDF) 3. En Pointe SVAR Amendment 1 (PDF) 4. En Pointe SVAR Amendment 2 (PDF) 5. En Pointe Master Agreement_ADSPO16-130653 (PDF) 6. En Pointe Master Price Agreement (PDF) 4.B Packet Pg. 41 Dcoument Name:En Pointe Technologies Quote_121019.xlsm Date Revised by (Name)Description of changes Checked in to Sharepoint Y/N? 12/5/2019 Scott Leonardson Added WA State Sales tax of 10% (.10) to the 3 viewable sheets Y 12/10/2019 Scott Leonardson Formatted tables for consistency, added Total Contract Value (3 years) row to "EA Renewal_Tax_Included" tab Total 2 Document Revision History 4.B.a Packet Pg. 42 Attachment: En Pointe Technologies Quote (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) City of Kent EA Renewal: 2/1/20 69770878 B4717DB0 James Endicott: jendicott@kentwa.gov 2/1/2017 1/31/2020 Budgetary Quote Annual Price 2/1/2020 SKU Product Qty Price Year 1 312-02257 ExchgSvrStd ALNG SA MVL 1 $126.79 126.79$ 395-02504 ExchgSvrEnt ALNG SA MVL 1 $726.53 726.53$ 6VC-01254 WinRmtDsktpSrvcsCAL ALNG SA MVL UsrCAL 130 $21.68 2,818.40$ 77D-00111 VSProSubMSDN ALNG SA MVL 12 $307.79 3,693.48$ MX3-00117 VSEntSubMSDN ALNG SA MVL 1 $1,074.76 1,074.76$ 7JQ-00343 SQLSvrEntCore ALNG SA MVL 2Lic CoreLic 4 $2,253.54 9,014.16$ 359-00961 SQLCAL ALNG SA MVL UsrCAL 10 34.23$ 342.30$ 228-04433 SQLSvrStd ALNG SA MVL 1 147.13$ 147.13$ 7NQ-00292 SQLSvrStdCore ALNG SA MVL 2Lic CoreLic 21 587.69$ 12,341.49$ 9GS-00735 CISSteDCCore ALNG LicSAPk MVL 2Lic woWinSvrLic CoreLic 80 $229.02 18,321.60$ AAA-11982 M365 E3 GOV ShrdSvr ALNG SubsVL MVL PerUsr 600 349.93$ 209,958.00$ 3GU-00001 O365AdvThrtPrtctPln1GCC ShrdSvr ALNG SubsVL MVL PerUsr 600 18.27$ 10,962.00$ AAD-63092 M365 F1 GCC Unified ShrdSvr ALNG SubsVL MVL PerUsr 150 103.65$ 15,547.50$ 7VX-00001 ProjOnlnPremGCC ShrdSvr ALNG SubsVL MVL PerUsr 15 501.08$ 7,516.20$ P3U-00001 VisioOnlnP2GCC ShrdSvr ALNG SubsVL MVL PerUsr 20 136.66$ 2,733.20$ -$ -$ Subtotal $6,618.75 295,323.54$ WA State Sales Tax 10%29,532.35$ 0 -$ -$ TOTAL 324,855.89$ Grand Total for Year 1 (EA+ESU+Reservation)380,221.45$ Total Contract Value (3 years)1,140,664.34$ 4.B.a Packet Pg. 43 Attachment: En Pointe Technologies Quote (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Win7 + Win Server ESU Product SKU Quantity Price Extended Total Notes W7ESU 2020 M365 Alng Per Device AAD-50070 600 25.38$ 15,228.00$ ESU for WS DC 16 Core Pack for 1st year of EOS (Jan 2020-Jan 2021)AAD-44063 0 3,027.33$ -$ Datacentre ESU for WS Std 16 Core Pack for 1st year of EOS (Jan 2020-Jan 2021)AAD-44061 50 418.51$ 20,925.50$ Standard 0 -$ -$ Total 36,153.50$ Product SKU Quantity Price Extended Total Notes WinPro 10 SNGL Upgrd MVL FQC-09551 100 122.53$ 12,253.00$ 0 -$ -$ Total 12,253.00$ Subtotal 48,406.50$ WA State Sales Tax 10%4,840.65$ 0 -$ -$ Total 53,247.15$ Extended Coverage Select Plus: Win 10 Pro Upgrade 4.B.a Packet Pg. 44 Attachment: En Pointe Technologies Quote (2136 : Microsoft Product Licensing 2020 Enterprise City of Kent: Online License Reservation Product Description SKU Months Remaining Monthly Net Unit Price(USD) License Quantity Usage Country Extended Amount(USD) VisioOnlnP2GCC ShrdSvr ALNG SubsVL MVL PerUsr P3U-00001 10 10.98 10 United States 1,098.00 Product Description SKU Months Remaining Monthly Net Unit Price(USD) License Quantity Usage Country Extended Amount(USD) ProjOnlnPremGCC ShrdSvr ALNG SubsVL MVL PerUsr 7VX-00001 7 39.42 3 United States 827.82 Subtotal 1,925.82$ WA State Sales Tax 10%192.58$ 0 -$ -$ TOTAL 2,118.40$ Pricing & Usage: 4/1/19 - 1/31/20: 19030655466906 Pricing & Usage: 7/1/19 - 1/31/20: 19060355744805 4.B.a Packet Pg. 45 Attachment: En Pointe Technologies Quote (2136 : Microsoft Product Licensing 2020 Enterprise 4.B.bPacket Pg. 46Attachment: Washington State Participating Addendum (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.bPacket Pg. 47Attachment: Washington State Participating Addendum (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.bPacket Pg. 48Attachment: Washington State Participating Addendum (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.bPacket Pg. 49Attachment: Washington State Participating Addendum (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.bPacket Pg. 50Attachment: Washington State Participating Addendum (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.bPacket Pg. 51Attachment: Washington State Participating Addendum (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.cPacket Pg. 52Attachment: En Pointe SVAR Amendment 1 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.dPacket Pg. 53Attachment: En Pointe SVAR Amendment 2 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 1 | Page   Software Value-Added Reseller (SVAR) Services MASTER PRICE AGREEMENT with En Pointe Technologies Sales LLC Contract No. ADSPO16-130653 State of Arizona Lead State Effective: April 8, 2016 to April 7, 2018 4.B.e Packet Pg. 54 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 2 | Page 4.B.e Packet Pg. 55 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Table of Contents State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services Table of Contents EXECUTED OFFER AND ACCEPTANCE FORM......................................................................................................... 2 TABLE OF CONTENTS ................................................................................................................................................. 3 SECTION 1: NASPO ValuePoint Solicitation ADSPO16-00005829 – GENERAL INCFORMATION ......................... 4 SECTION 2: SCOPE OF WORK ................................................................................................................................... 7 SECTION 3: NASPO ValuePoint Master Agreement Terms and Conditions ......................................................... 22 SECTION 4: Lead State (State of Arizona) Terms and Conditions ........................................................................ 37 State of Arizona Special Terms and Conditions ....................................................................................... 37 State of Arizona Uniform Terms and Conditions ...................................................................................... 50            4.B.e Packet Pg. 56 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 1: General Information State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 1.1 Purpose The State of Arizona, State Procurement Office, is requesting proposals for Software Value-Added Reseller (SVAR) services in furtherance of the NASPO ValuePoint Cooperation Purchasing Program (NASPO ValuePoint). The purpose of this Request for Proposal (RFP) is to establish Master Agreements with qualified Offerors so that NASPO ValuePoint Cooperative Members may acquire Commercial off the Shelf Software (COTS) and related services from Software Value-Added Resellers. The objective of this RFP is to obtain best value, and in some cases achieve more favorable pricing, than is obtainable by an individual state or local government entity because of the collective volume of potential purchases by numerous state and local government entities. The Master Agreement(s) resulting from this procurement may be used by state governments (including departments, agencies, institutions), institutions of higher education, political subdivisions (i.e., colleges, school districts, counties, cities, etc.), the District of Colombia, territories of the United States, and other eligible entities subject to approval of the individuals state procurement director and compliance with local statutory and regulatory provisions, as explained in section 3 of the NASPO ValuePoint Master Agreement Terms and Conditions. The initial term of the Master Agreement shall be two (2) years with renewal provisions as outlined in Section 3 of the NASPO ValuePoint Master Terms and Conditions (Section 4). 1.2 Lead State, Solicitation Number and Lead State Contract Administrator (LSCA) The State of Arizona, State Procurement Office (SPO) is the Lead State and issuing office for this document and all subsequent addenda relating to it. This solicitation (RFP) is a competitive process, in accordance with the Arizona Procurement Code available at https://spo.az.gov/ . The Arizona Procurement Code is a compilation in one place of Arizona Revised Statutes (ARS) 41-2501 et seq. and administrative rules and regulations A.A.C R2-7-1010 et.seq. The Solicitation #ADSPO16- 00005829 must be referred to on all proposals, correspondence, and documentation relating to this RFP. The Lead State Contract Administrator (LSCA) identified below is the single point of contact during this procurement process. Offerors and interested persons shall direct to the Lead State Contract Administrator all questions concerning the procurement process, technical requirements of this RFP, contractual requirements, requests for brand approval, change, clarification, protests, the award process, and any other questions that may arise related to this solicitation and the resulting Master Agreement. The Lead State Contract Administrator (LSCA) designated by the State of Arizona, State Procurement Office is: Charlotte Righetti, CPPB, CTNS State Procurement Manager State of Arizona, State Procurement Office 100 N. 15th Avenue, Suite 201 Phoenix, Arizona 85007 Phone: (602)542.9127 1.3 NASPO ValuePoint Background Information NASPO ValuePoint (formerly known as WSCA-NASPO) is a cooperative purchasing program of all 50 states, the District of Columbia and the territories of the United States. The Program is facilitated by the NASPO Cooperative Purchasing Organization LLC, a nonprofit subsidiary of the National Association of State Procurement Officials (NASPO), doing business as NASPO ValuePoint. NASPO is a non-profit association dedicated to strengthening the procurement community through education, research, and communication. It is made up of the directors of the central purchasing offices in each 4.B.e Packet Pg. 57 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 1: General Information State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 5 | Page of the 50 states, the District of Columbia and the territories of the United States. NASPO ValuePoint facilitates administration of the cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. For more information consult the following websites: www.naspovaluepoint.org and www.naspo.org . 1.4 Participating States In addition to the Lead State conducting this solicitation, the Participating States listed below have requested to be named in this RFP as potential Users of the resulting Master Agreement. Other entities may become Participating Entities after award of the Master Agreement. State specific terms and conditions will govern each state’s Participating Addendum that will govern each state’s Participating Addendum. A listing of the Participating States can be found in Exhibit I. 1.5 Definitions – all capitalized terms in this document have the meaning as defined in AAC R2-7-101. Any capitalized term not defined in AAC R2-7-101 has the meaning defined below. "Appliance" means a separate and discrete hardware device with integrated software (firmware), specifically designed to provide a specific computing resource. For the purposes of this solicitation only an “Appliance” which is the sole means of obtaining the Software product is allowable. “Attachment” means any item the Solicitation requires an Offeror to submit as part of the Offer. “Best and Final Offer (BAFO)” means a revision to an Offer submitted after negotiations are completed that contains the Offeror’s most favorable terms for price, service, and products to be delivered. “Commercial Off the Shelf” (“COTS”) for the purposes of this solicitation means non-developmental software which has been created for specific uses and is available to the general public in the commercial marketplace. COTS products are designed to be implemented easily into existing systems without the need for customization. “End-User License Agreement (EULA)” is a legal contract between the manufacturer (publisher) and the end User of an application that details how the software can and cannot be used. “eProcurement (Electronic Procurement)” means conducting all or some of the procurement function over the Internet. Point, click, buy and ship Internet technology is replacing paper-based procurement and supply management business processes. Elements of eProcurement also include Invitation for Bids, Request for Proposals, and Request for Quotations. “Excluded Software Publishers” means a Software Publisher who is unwilling to do business with a Reseller. “Exhibit” means any document or object labeled as an Exhibit in the Solicitation or placed in the Exhibits section of the Solicitation. 4.B.e Packet Pg. 58 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 1: General Information State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 6 | Page “Lead State Contract Administrator” (“LSCA”) means the Procurement Officer for the Master Agreement. “Master Agreement” (“MPA”) means the contractual agreement executed between the winning (awarded) contractor (s) and the Lead State conducting the procurement on behalf of NASPO ValuePoint. “Non-perpetual license” or Subscription License” is a temporary license that provides the right to use a particular licensed product until the end of the license-agreement term. “Participating State Contract Administrator” (“PSCA”) means the Procurement Officer for the Participating State. “Perpetual license” means a license which is everlasting and valid if the software is being used in accordance with the license-agreement requirements. “Person” means any corporation, business, individual, union, committee, club, or other organization or group of individuals “Publisher” means a software manufacturer (e.g., Microsoft) “Reseller” means a Software Value-Added Reseller who is awarded under this solicitation, and who has a fully-executed (MPA and PA-s) contract. “Reseller Cost” means the price that the Reseller pays the Publisher or Distributor to purchase software on behalf of the Participating State. Reseller Cost should not include any administrative or other mark-up costs. “Software” means the computer program, including media and associated documentation. “Software Licensing” means allowing an individual or group to use a piece of software. “Software Maintenance and Support” means any software upgrades, annual updates, patches and fixes needed to improve functionality and keep the software in working order. “Solicitation Amendment” means a change to the Solicitation issued by the Procurement Officer. “Volume License Agreements (VLAs)” means an agreement with a Software Publisher wherein the Participating State’s total expected purchasing over a period of time is considered in establishing the discount level. 4.B.e Packet Pg. 59 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 2: Scope of Work State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 7 | Page 2.1 Software Value-Added Reseller (‘Reseller’ – “SVAR”) 2.1.1 Software Value-Added Reseller (‘Reseller’ – “SVAR”) shall be a large account reseller authorized to sell products direct from Key Software Publishers or authorized Distributors. 2.1.2 SVAR shall do the following: 2.1.2.1 Provide Commercial Off-the-Shelf-Software (COTS). 2.1.2.2 Honor existing Volume or Enterprise license agreements. 2.1.2.3 Offer maintenance and support packages on licenses already owned by the Participating State and other Purchasing Entities. 2.1.2.4 Advise the LSCA, each PSCA, and other Purchasing Entities of SVAR’s channel partner status with Key Software Publishers. 2.1.2.5 Retain or enhance reseller certifications with software publishers - At a minimum, maintain Reseller certification levels held at time of award. If Reseller’s certification or reseller status is withdrawn or reduced, Reseller is required to immediately notify, in writing, the Lead State Contract Administrator (LSCA), each PSCA and other Purchasing Entities explaining:  The change;  The impact on their costs to obtain the product;  Limitations on the products or services they may provide; and,  The reasons for the change. Failure to provide the required notification, regarding significant negative changes in their reseller status, may be grounds for suspension or cancellation of the MPA and PA’s. 2.1.2.6 Provide Pre-Sale Advisement - There shall be no charge for these services: 2.1.2.6.1 Advise the Purchasing Entity in making strategic software application decisions by providing evaluation copies, product comparisons, needs analysis, product information and application recommendations. 2.1.2.6.2 Act as liaison between the Purchasing Entity and individual publishers in identifying best approaches and cost savings opportunities for the Purchasing Entity. 2.1.1.6.3 Examples of such advice would be:  In selecting appropriate software;  In explaining Volume License Agreements with complicated rules;  In determining the most cost-effective buying strategies;  In ensuring that Participating States and other Purchasing Entities are in compliance with licensing requirements; and,  In finding software options to meet a specific need, for example, a flow-charting package. 2.1.2.7 Reseller shall negotiate to reduce Reseller Cost, to pass on savings to the Participating State and other Purchasing Entitites. 4.B.e Packet Pg. 60 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 2: Scope of Work State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 8 | Page 2.1.2.8 Provide assistance in explaining and developing Volume License and Enterprise Agreements. 2.1.2.9 Provide Software Installation Assistance. 2.1.2.9.1 Provide, at no additional cost, assistance or advice in basic installation or implementation of COTS product. 2.1.2.8.2 If the Purchasing Entity encounters difficulty in downloading or installing the software, the Reseller must provide assistance within eight (8) business hours of being informed of the problem. 2.1.2.10 Provide Software De-Installation Assistance. 2.1.2.11 Provide Tracking, Management, Usage Monitoring and Reporting of Licenses 2.1.2.11.1 Reseller shall have in place a product license inventory and asset management system, which will include an accurate inventory record of product licenses purchased under this Contract. 2.1.2.11.2 Reseller must also have the capability tracking maintenance renewal and other significant due dates. 2.1.2.11.3 At a minimum, this system shall be able to provide this information by Participating State and Purchasing Entity. 2.1.2.11.4 Reseller shall work with Participating State, other Purchasing Entities, publishers, previous and subsequent contract software resellers, and hardware computer contractors to ensure the most comprehensive record of licenses is created, maintained, and the information transferrable. 2.1.2.11.5 States may choose to award multiple PA’s under this Agreement. Details on how licenses are to be tracked and managed under multiple awards will be determined by that awarding State. 2.1.2.11.6 As may be required by a Participating State, or other Purchasing Entity, Reseller shall work with NASPO ValuePoint computing equipment contractors, or a Participating State’s comparable computer hardware contractor, to see that any software acquired under those contracts can be tracked through this contract. 2.1.2.12 Notify Participating State and Purchasing Entities of publisher publicly announced changes pertinent to User licensing. 2.1.3 SVAR shall Develop and Maintain Website 2.1.3.1 For Participating States, Reseller shall develop and support a website specific to that State, with content approved from the LSCA or PSCA as appropriate based on content. 2.1.3.1.1 This web site information shall be available through the Internet without the use of additional software or licenses. 4.B.e Packet Pg. 61 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 2: Scope of Work State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 9 | Page 2.1.3.1.2 Website should be User friendly to allow for quick and easy access and use. 2.1.3.1.3 Website shall be available 24 x 7, except for scheduled maintenance. 2.1.3.1.4 Website shall be ADA compliant. 2.1.3.1.5 No costs or expenses associated with providing this information shall be charged to the States. 2.1.3.1.6 Universal Resource Locator (URL) for the website must be supplied to the PSCA and the LSCA within sixty (60) days of the execution of the PA. 2.1.3.1.7 The website will include contract information, product information/catalog, the capability to generate online reports, and other pertinent information as may be reasonably requested by States, such as copies of VLAs. 2.1.3.1.8 Publisher Notifications and Other Industry Information. In the event that a publisher publicly announces changes that are pertinent to User licensing, the Reseller shall assist Users by posting the information on the state websites. 2.1.3.1.9 Reseller shall provide, at no additional cost, training on how to use their website and how to use this contract in obtaining quotes and placing orders. Online training should be available on the website, but supplementary electronic (e.g. Webinars, emails), telephone or on-site training should be provided, as needed, during standard working hours. 2.1.3.2 Contract and General Information. The website shall provide contract and ordering information to include, at a minimum: 2.1.3.2.1 The contract number(s) (MPA and PA); 2.1.3.3.2 The Reseller primary contact and contacts to whom incidents are to be escalated:  Name(s and titles  Areas of responsibility for each contact name;  Phone number(s); and,  Email address(es). 2.1.3.3.3 Information on use of website, 2.1.3.3.4 Quote and ordering information; and, 2.1.3.3.5 Notifications regarding publishers and products, such as pending key product changes or upgrades. 2.1.3.3 Online Catalog 2.1.3.3.1 Reseller shall provide COTS software, and software maintenance of new or existing licensed software, under this contract. Information on approved products, customized by Participating State, will be available through an online catalog and through Reseller’s representatives either through email or telephone inquiry during the standard working hours of the Participating State. The online catalog shall provide an expansive list 4.B.e Packet Pg. 62 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 2: Scope of Work State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 10 | Page of products allowed per the contracts, particularly those products of itemized publishers. 2.1.3.3.2 The website shall provide contract and ordering information to include, at a minimum: publishers, product names, standard product pricing, and product descriptions (photos optional or links to access product literature). Regardless of the number and types of links to the Reseller’s electronic catalog, the Reseller shall ensure that all eligible agencies purchasing under one PA are accessing the same current base version of the product catalog. Online information shall include purchases of Volume or Enterprise License Agreement software as well as individual COTS software licenses. 2.1.3.3.3 Online catalog shall be restricted to just software. Non-authorized products or groups of products shall not be on the website. Reseller shall not use this proposed website to cross sell or cross advertise other products and or services the Reseller may be able to offer. 2.1.3.4 Product Searching Capability. At a minimum, the online catalog should be searchable by Purchasing Entity and their VLAs, Software Publisher, Product name, OEM product number, and software description (e.g., GIS, Security). The online category can be modified as Users’ needs dictate, such as including products obtained through a distributor (non-itemized publisher products) that are frequently purchased. 2.1.3.5 Online Product Quotes. Product price displayed online is a ‘not-to-exceed’ product price quote based on contract rate and real time Reseller Cost. For high dollar purchases, or quantity purchases, Purchasing Entity should request a quote by contacting Reseller representative off-line. The online pricing should allow for overrides when a quote with a negotiated better price has been offered and is being placed online. Website should have capability to track all quotes by Purchasing Entity and be easily accessible for viewing by quote number. Website shall include a shopping cart feature that allows Purchasing Entities to provide shipping instructions. Purchasing Entities can place orders on the web either via credit card or purchase order. Specifics regarding an individual state’s requirements for placing an order may be included in that State’s Participating Addendum (PA). 2.1.3.6 User Differentiation. Catalog should be designed so as to provide a means to identify the Participating State (state agency or other eligible Purchasing Entity). This method used must not require any administrative tasks on the part of the LSCA for the MPA, the PSCA for the individual PSCA. Website should allow Users to develop personal lists and profiles, including an option to securely store and maintain procurement card information. Catalog should have the capability of being used as a ‘Punch Out’ to an individual state’s electronic purchasing system. 2.1.3.7 Online Reports. Website shall have capability to provide order history, as well as order status and order tracking. 2.1.3.8 Other. Other information may be added to the website as may be required by State (such as copies of volume license agreements) or enhancements that may be proposed by Reseller and approved by State. 4.B.e Packet Pg. 63 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 2: Scope of Work State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 11 | Page 2.2 COTS Products 2.2.1 Software which requires little or no services IN SCOPE Offerings OUT OF SCOPE Offerings LICENSING TYPE COTS Individual Licensing Volume Licensing Enterprise Licensing Custom/Customized LICENSING PERIOD Perpetual Subscription none Delivery Shrink-Wrap Download none HOSTING as part of delivery & use. On Premise Off Premise Managed Service Managed Services means the proactive management of an IT (Information Technology) asset or object, by a third party typically known as a MSP, on behalf of a customer mspalliance.com/definition-of- managed-services/ 2.2.1.1 Most Current Version - Purchase orders shall be deemed to reference a manufacturer’s most recent release model or version of the product at the time of the order, unless the Purchasing Entity specifically requests in writing an earlier model or version and the Reseller is willing to provide such model or version. 2.2.1.2 Licenses and Maintenance Agreements 2.2.1.2.1 Volume License Agreements (VLA) and Enterprise License Agreements (ELA) The Reseller will honor existing Participating State’s VLA’s or ELA’s with publishers and include those licenses as part of the Reseller’s license tracking service. Following an executed PA with a Participating State, and if so required by the Participating State, the Purchasing Entity and/or an individual publisher, the Reseller will identify itself to software publishers as Reseller for that Participating State or Purchasing Entity. If so required by the Publisher and Participating State, Reseller will execute a change of channel partner agreement with the Publisher. Resellers will sell additional seats consistent with Purchasing Entities’ Enterprise or Volume Agreements. Reseller will work with Participating State, Purchasing Entity(ies) and Publishers as needed to establish new VLAs or ELAs. The Reseller will work with the Publisher and Participating State as necessary to ensure the Participating State receives timely and pertinent license information, such as: license or agreement renewals, or opportunities based on actual volume. Reseller will work directly with Purchasing Entity(ies) in establishing, signing and maintaining enrollment agreements. If Reseller is sole SVAR contractor in a State, Reseller will aggregate all enrollments together for 4.B.e Packet Pg. 64 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 2: Scope of Work State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 12 | Page Master Agreement reporting purposes. If a PSCA elects to have multiple SVAR contractors, Reseller’s responsibilities will be delineated in that State’s PA. Resellers shall monitor and be able to report on the current levels of software ordered towards any of the Participating State’s VLA required sales levels to ensure the Participating State does not fall short and thereby incur Publisher penalties. The Reseller shall be responsible for providing license usage information to the Publishers, if such information is required by the Publishers, in a timely manner (e.g., for ‘true up’ assessments) 2.2.1.2.2 Individual Software Licenses. Purchasing Entities can purchase individual COTS licenses, such as perpetual and non-perpetual licenses, through the Reseller. 2.2.1.3 Software Maintenance and Support Agreements. Purchasing Entities can purchase maintenance agreements, including upgrade protection, through the Reseller. Resellers will sell software maintenance agreements, even if the software was not purchased under this agreement, such as on-going support for a User’s existing perpetual license. As requested, Reseller will explain what product support or services are included in a publisher’s maintenance agreement. 2.2.1.3.1 Software Maintenance and Support. Reseller to provide needed services to support maintenance products such maintenance agreements, software upgrades, annual updates, patches and fixes needed to improve functionality and keep the software in working order. Such services may include providing recommendations on most cost-effective or appropriate long-term maintenance plan. Reseller will provide such support, not only to maintenance packages purchases under this agreement, but in support of any existing and current agreements. 2.2.1.3.2 Software Updates. 2.2.1.3.2.1 Users are eligible to receive, from the Publisher, all new releases and updates of the software, at no additional charge, while under a maintenance agreement. A “Release” means any collection of enhancements or updates which the Publisher generally makes available to its installed base of customers of such programs. The Reseller shall assist the Purchasing Entity to obtain such releases or updates for their Users from the Publisher. 2.2.1.3.2.2 Should a User not want to receive the next upgrade, the User shall so notify the respective Publisher. 2.2.1.3.3 License Confirmations For licenses ordered under the contract by Purchasing Entity(ies), Reseller shall be able to provide: 4.B.e Packet Pg. 65 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 2: Scope of Work State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 13 | Page (i) Certified Licensing Confirmation Certificates for all software licenses; (ii) Reseller’s certified license confirmation certificates in the name of such Licensee; or, (iii) Written confirmation from the Reseller or Publisher accepting the Eligible Participating State’s contract or purchase order as proof of license. The form of “Proof of License” provided must be acceptable proof to the Publisher, and in the format requested by the Purchasing Entity. The Proof of License shall be provided as an electronic file and/or a hardcopy document, as required by the Purchasing Entity. Reseller will retain an electronic file of Participating State’s Proof of Licenses and provide copies to the Participating State as requested. 2.2.1.3.4 Transitioning License Tracking Information at Contract Termination The license information data acquired and retained by Reseller will be stored as sortable data fields so the license information can be transferred to the Participating State upon contract termination. Reseller will work with States and Participating Entities, or their designees, to ensure that the license information data has been successfully transferred in a usable format. 2.2.1.4 Leases Lease purchase and term leases are allowable only for Purchasing States whose rules and regulations permit leasing of software. Individual Purchasing Entities may enter into a lease agreement for the products covered in this Master Agreement, if they have the legal authority to enter into these types of agreements without going through a competitive process. No lease agreements will be reviewed or evaluated as part of this RFP evaluation process. 2.2.1.5 Software Publishers, Categories. The identified software product needs under this solicitation have been divided into three tiers: Key Itemized Publishers, Other Itemized Publishers, and Non-Itemized Publishers. See descriptions and chart which follow. As indicated, it is most desirable for Reseller to have a direct reseller agreement with the itemized software publishers. If a direct reseller agreement is not already in place between itemized software publishers and the Reseller, the Reseller is expected to enter into a direct reseller agreement and submit a rate for that itemized publisher that is better than the rate for a Non-Itemized Publisher. Over the life of this contract, product needs or volumes may change and new publishers may be added by amendment to the itemized publishers’ lists. 2.2.1.5.1 Itemized Highest Volume Publishers (Highest Volume, Itemized Lines). The products of the publishers in this category represent the highest tier of sales volume identified for this solicitation, of those publishers who sell through resellers. This category is the one most likely to include a Participating State’s enterprise or high volume agreements with a publisher. Resellers shall be certified direct resellers for publishers in this 4.B.e Packet Pg. 66 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 2: Scope of Work State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 14 | Page category. The preferred pricing that a Reseller receives based on their reseller certification status, in conjunction with the anticipated considerable volume of purchases through these Contracts, is the expected foundation for a very competitive base Reseller Cost, with further reductions of Reseller Cost as they are achieved through ongoing Reseller negotiations. A percentage rate above or below Reseller Cost is to be provided for each itemized publisher. Specific requirements may be required for some publishers in this category in an individual State’s PA. 2.2.1.5.2 Other Itemized Publishers (High Volume, Itemized Lines). The products of the publishers in this category represent a high level of sales volume as identified for this solicitation. This category may include a Participating State’s high volume agreements or VLAs with a publisher. It is desirable for Resellers to be certified direct resellers for publishers in this category. A percentage rate above or below Reseller Cost is to be provided for each itemized publisher 2.2.1.5.3 Non-Itemized Publishers (all other distributed software purchases). This category is defined to include all other distributed computer software not specifically itemized. Enterprise or Volume Licensing Agreements are not anticipated in this category. New or existing software products can be added to this category at any time during the term of the Contract without the written consent of the LSCA and may be itemized in the online catalog, if volume justifies the addition. There should be one percentage rate above or below Reseller cost covering all products in this category KEY ITEMIZED PUBLISHERS Certification as Direct Reseller. OTHER ITEMIZED PUBLISHERS Certification as direct reseller desirable. If not certified, the percentage rate should be no greater than Non-Itemized rate NON-ITEMIZED PUBLISHER One ‘not to exceed’ rate ADOBE AI SQUARED CITRIX AIRWATCH MOBILE DEVICE MANAGEMENT VMWARE MICROSOFT ALLIANCE ENTERPRISES NOVELL APPLE SYMANTEC ATTACHMATE – MICROFOCUS VMWARE AUTODESK AUTONOMY – HP BAKBONE – DELL BARRACUDA BOMGAR REMOTE SOFTWARE CA TECHNOLOGIES CISCO COMPUTRONIX USA 4.B.e Packet Pg. 67 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 2: Scope of Work State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 15 | Page COMPUWARE COREL DOUBLETAKE EMC ENCHOICE ESET ESRI FREEDOM SCIENTIFIC GUARDIAN EDGE – SYMANTEC GW MICRO IBM ICM CONVERSIONS INFOR INTERMEDIX EMSYSTEMS HP HUMANWARE INFORMATION BUILDERS KRONOS SOFTWARE LANDESK LASERFISCHE LIQUIDWARE STATUSPHERE MICROFOCUS INC MINJET MPS MQSOFTWARE – BMC SOFTWARE NCIRCLE NETOP NUANCE ORACLE OSAM PASSPORT PATCHLINK PROOFPOINT RSA SECURITY REFERENCIA SYSTEMS SAP AMERICA SAS SOLUTIONS SOFTWARE SOPHOS SPLUNK SOFTWARE STASEEKER NETWORK INFRASTRUCTURE MONITORING STELLENT – ORACLE 4.B.e Packet Pg. 68 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 2: Scope of Work State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 16 | Page SUNGUARD SYBASE TECHSMITH TREND MICRO TRUSTWARE ULTRABAC VORMETRIC WEBSENSE 2.2.1.6 Software Publishers, General Representation. 2.2.1.6.1 Excluded Software Publishers. The Reseller must agree that there are no software publishers with whom they will refuse to do business if the Software Publisher is willing to do business with them. Resellers shall advise the LSCA or designee of any Excluded Software Publishers and provide explanations for the non-representation. 2.2.1.6.2 Expanded Representation. The Reseller is expected to continue to work towards reseller certifications with publishers not currently represented, particularly with those publishers whose sales volume merit classification into the itemized publisher lines. Similarly, Reseller is expected to continue to work towards a higher certification level with current publishers 2.2.1.7 Price Quote, General. Pricing is submitted in the MPA as a percentage of Reseller Cost. Individual PA’s will use the MPA pricing as a base and may negotiate an adjusted rate. Any negotiated PA rates, exclusive of taxes or any individual state’s administrative fee, shall not exceed the MPA rates. As requested by Purchasing Entity, for example on a high volume single order, Reseller shall negotiate to reduce Reseller Cost, to pass on savings to the Participating State. Firm individual order quotes shall be provided to Purchasing Entity prior to order submittal. 2.2.1.7.1 Telephone or Email Quote Support. Reseller shall accept requests for quotes by telephone, fax, email, or online. Reseller shall accept collect telephone calls and/or provide and maintain a toll-free number for eligible agency use. Reseller shall provide an email address for receipt of requests for price quotes. Reseller shall provide written quotes by fax, email or online as requested by the Participating State. 2.2.1.7.2 Quoted Delivery Method. The quote must clearly indicate the method of delivery, whether via media, download, or 3.3 Services below. 2.2.1.7.3 Timely Quotes. Reseller agrees to work with publishers and distributors to obtain quotes and deliver software in a timely fashion. Expected response should be within twenty-four (24) hours but no more than three (3) business days. If, after three (3) business days, the Reseller has been unable to obtain the quote or assurances that 4.B.e Packet Pg. 69 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 2: Scope of Work State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 17 | Page they can obtain the software, the Reseller shall contact the Participating State or other Purchasing Entity with a status report. The Reseller and the Participating State/Purchasing Entity will mutually agree as to whether the Reseller shall continue to pursue a quote and within what timeframe, or whether the Reseller will provide the Participating State/Purchasing Entity with a written statement that the Reseller cannot supply the software. If the Reseller has been unable to obtain a quote within ten (10) days of the request for quote, the Reseller shall provide a written statement (email is sufficient) to Participating State/Purchasing Entity, and the LSCA as may be required under the PA, that the Reseller cannot supply the software, and the reason why. 2.2.1.7.4 Guaranteed 30 Day Quote. Reseller is required to honor all quotes for thirty (30) calendar days. If it is known that a price adjustment will occur during the thirty (30) calendar days following the quote, the Reseller may provide two quotes, based upon the date that the order is received. 2.2.1.7.5 Sales Promotion. The Reseller may conduct sales promotions involving specific products or groups of products for specified time periods. If electing to exercise this provision, the Reseller shall submit a formal request for approval to the LSCA. The request should include: the product or product groups, the promotional price as compared to the standard price and the Master Agreement price for the product or product groups, and the start and end dates of the sales promotion. LSCA’s approval shall be in the form of an amendment to the MPA. Upon approval, the Reseller shall provide conspicuous notice of the promotion to all Participating Entities. 2.2.1.7.6 A Participating State or other Participating Entity may allow the Contractor to charge a credit card fee in their Participating Addendum. 2.2.1.8 Product Delivery and Returns 2.2.1.8.1 Media. The Reseller shall work with Participating State or other Purchasing Entity to provide media via any method available and as requested by the Participating State including, but not limited to: original Publisher media, CD copies of master media duplicated by the Reseller, electronic downloads, etc. In cases where original publisher’s media is not available, the Reseller shall provide CD’s copied from master disks of the software purchased under any volume or enterprise license agreement. 2.2.1.8.2 Delivery Period. Reseller to provide delivery no longer than ten (10) business days after receipt of a valid order unless conditions arise that are outside the control of the Reseller. If delivery cannot be within this time frame, Reseller is to notify Purchasing Entity of delay and anticipated 4.B.e Packet Pg. 70 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 2: Scope of Work State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 18 | Page ship date. If this delayed delivery is unacceptable to Purchasing Entity, the order can be cancelled without penalty. 2.2.1.8.3 Product Returns. Unopened software can be returned with no restocking fee up to 30 days from date of receipt, if allowed by the software publisher. If the software publisher has a shorter timeframe for returns or requires a restocking fee, this must be stated on the quote. If that information is not provided to the Participating State by the Reseller, Reseller is responsible for the restocking fee. If delivered software is defective, or if the incorrect product was delivered, the Reseller must agree to accept returns. If delivered software is defective, the Reseller is responsible for return shipping and packaging costs and for restocking charges if applicable. The Reseller must agree that any defective or incorrectly delivered media will be replaced by overnight delivery at the Reseller’s expense if requested by the Participating State or Purchasing Entity. If overnight delivery is not requested, all replacement products must be received by the Participating State or Purchasing Entity within seven (7) days of initial notification. 2.2.1.8.4 Shipping Charges. Items covered under this contract are FOB Destination and shipping charges are not to be included on any invoice unless the Purchasing Entity has ordered expedited shipment. For expedited shipment, Purchasing Entity would submit their order including related shipping charges, which may not exceed the cost of delivery by the carrier. 2.3 Services IN SCOPE OUT OF SCOPE SOFTWARE & LICENSING TYPE COTS Volume Licensing Custom/Customized LICENSING PERIOD Perpetual Subscription Not Applicable Delivery Shrink-Wrap Download Not Applicable Hosting as part of delivery & use On-Premise Off-Premise Managed Services SERVICES Basic Installation, Training and Maintenance Means that activity which does not require Consulting, Configuration, Engineering, Design or any other type of service specific to a Purchasing Entity requiring description of tasks and deliverables and agreement by the parties (Statement of Work). Consulting, configuration, engineering, design, etc., any type of service specific to a Purchasing Entity requiring description of tasks and deliverables and agreement by the parties 2.3.1 In Scope Services: Basic Installation, Maintenance packages and Training (3.4) are considered to be within the Scope of this Solicitation. This Master Agreement is intended for the acquisition of distributed, commercial off the shelf software 4.B.e Packet Pg. 71 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 2: Scope of Work State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 19 | Page 2.3.2 (RESERVED) 2.3.3 A Participating State may include a statement in their Participating Addendum allowing state employees to purchase software licenses. 2.3.4 Individual Participating Addendums may further limit the Scope of this Solicitation. 2.3.5 This Master Agreement is not intended for the purchase of custom software applications. 2.4 Training. 2.4.1 Training shall be available in the form of tutorials for basic installation and web-based training for software operation, basic phone support. 2.4.2 Provision of information on how to access a Software Publisher’s “Help Desk” (either telecom or web-based) for basic use questions. 2.5 Customer Service and Representation. 2.5.1 Dedicated Representation and Timely Response. Reseller shall provide a dedicated representative for each Participating State. Such representative will become familiar with the State and its cooperative partners, provide a single point as needed for quote assistance, offer software recommendations, track and report on renewal deadlines, and serve as a contact point for the LSCA. Reseller must commit to returning phone calls or responding to emails within two (2) business days. 2.5.2 Problem Escalation. The Reseller must provide an incident escalation path for each State, showing on that State’s website, the name, contact information, and role of individuals to whom problems should be escalated if the problems are not resolved by primary assigned contacts. 2.5.3 Product purchasing trends. The Reseller will speak with LSCA and sourcing team quarterly to review usage and discuss possible revisions of the categorization of publishers based upon actual sales volume or other changes. 2.5.4 Contract Reviews. 2.5.4.1 Reseller is expected to conduct quarterly reviews of all sales volumes and report sales figures and savings from Publisher’s list price, by Publisher and by PA, as well as observed trends or purchasing patterns, and to present the information to the LSCA. 2.5.4.2 At the discretion of the individual participating states, an equivalent review, limited to that state, will be presented to the PSCA. 2.5.4.3 All awardees under this contract shall meet once a year with the LSCA and Sourcing Team to review usage and discuss possible revisions of the categorization of publishers based upon actual sales volume, and to discuss any service concerns, industry trends, and the effectiveness of the contract. 2.5.4.3.1 Reseller is expected to conduct a customer satisfaction survey and an audit prior to this discussion and be prepared to discuss the results, and 4.B.e Packet Pg. 72 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 2: Scope of Work State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 20 | Page provide reports, at this review. At a minimum, the audit will report address quoting and billing accuracy, and any Reseller Cost that exceeds a Publisher’s List price for that item. 2.5.4.3.2 Based on historical sales volume information, Reseller should be prepared to discuss potential cost savings opportunities which could be passed through to Participating States. 2.5.4.3.2 In a renewal year, the annual review will take place prior to contract extensions. 2.6. Interactions with Software Publishers 2.6.1 Best Interests of Participating State. Reseller would represent the best interests of the Participating State and other Participating Entities in negotiating or otherwise working with Publishers for such items as: maximizing cost savings with best use of volume or enterprise license agreements, better pricing on individual volume buys, taking advantage of publishers’ specials, promotions, coupons or other savings opportunities. 2.6.2 Liaison with Publisher. A State may establish, in their individual PA, a requirement for Reseller to arrange with the software publisher or software publisher’s designee for implementation, customization, training, support, maintenance and other software related services. The provision of said services must be under a separate agreement between the Participating State and the applicable parties. 2.7 Reporting 2.7.1 Standard Reports Individual participating states may require their own standard reports, such as report on savings. Reseller shall provide these reports at the intervals, and in the format, as reasonably requested by the States. Reseller shall advise of standard reports which they can provide, and work with participating states on additional standard reports. 2.7.2 Online Reports The SVAR shall be able to provide online, real time, reporting capabilities using website established for the state. These reports may include Back Order or Current Order Status reports. In addition, the system shall be able to provide the ability for the User agency to create custom reports. The requesting Participating State shall be able to select specific fields and create a necessary report for their specific needs. Data Fields shall include, but not be limited to, purchasing entity, Purchase Order Number, Order date, Invoice date, Publisher, Publisher Part Number, Software Reseller’s Part Number, Description, Quantity Shipped, Unit actual price, Extended Price, Sales Tax and order total. Reports shall be able to be shown online as well as emailed to the requesting Participating State, if requested. Examples of Reseller’s standard and online reports shall be submitted with the offer. 2.7.3 Custom Reports 4.B.e Packet Pg. 73 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 2: Scope of Work State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 21 | Page Participating State and SVAR may mutually agree to include terms and conditions and pricing for the development and provision of customized reports as an optional service in a Participating Addendum. 2.8 Other Value-Added Services SVAR may propose other Value-Added Services, e.g., key escrow, in their response. Such services from an awarded Offeror, if consistent with this Statement of Work, recommended by the Evaluation Team, and accepted by the PSCA, would be added to the final awarded contract. 4.B.e Packet Pg. 74 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 4: Lead State (ARIZONA) Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 1. Master Agreement Order of Precedence a. Any Order placed under this Master Agreement shall consist of the following documents: (1) A Participating State’s Participating Addendum (“PA”); (2) NASPO ValuePoint Master Agreement Terms & Conditions; (3) A Purchase Order issued against the Master Agreement; (4) The Statement of Work; (5) The Solicitation; and (6) Contractor’s response to the Solicitation, as revised (if permitted) and accepted by the Lead State. b. These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment. 2. Definitions Acceptance is defined by the applicable commercial code, except Acceptance of a Product fo which acceptance testing is not required shall not occur before the completion of delivery in accordance with the Order, installation, if required, and a reasonable time for inspection of the Product. Contractor means the person or entity delivering Products or performing services under the terms and conditions set forth in this Master Agreement. Embedded Software means one or more software applications which permanently reside on a computing device. Intellectual Property means any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein. Lead State means the State centrally administering any resulting Master Agreement(s). Master Agreement means the underlying agreement executed by and between the Lead State, acting on behalf of the NASPO ValuePoint program, and the Contractor, as now or hereafter amended. NASPO ValuePoint is the NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, a 501(c)(3) limited liability company that is a subsidiary organization the National Association of State Procurement Officials (NASPO), the sole member of NASPO ValuePoint. NASPO ValuePoint facilitates administration of the NASPO cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states and the District of Columbia. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports and may perform contract administration functions relating to collecting and receiving reports as well as other contract administration functions as assigned by the Lead State. 4.B.e Packet Pg. 75 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 3: NASPO ValuePoint Master Agreement Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 23 | Page Order or Purchase Order means any purchase order, sales order, contract or other document used by a Purchasing Entity to order the Products. Participating Addendum means a bilateral agreement executed by a Contractor and a Participating State incorporating this Master Agreement and any other additional Participating State specific language or other requirements, e.g. ordering procedures specific to the Participating State, other terms and conditions. Participating State means a state, or other legal entity, properly authorized to enter into a Participating Addendum. Participating State means a state, the District of Columbia, or one of the territories of the United States that is listed in the Request for Proposal as intending to participate. A Participating State is not required to participate through execution of a Participating Addendum. Upon execution of the Participating Addendum, a Participating State becomes a Participating State. Product means any equipment, software (including embedded software), documentation, service or other deliverable supplied or created by the Contractor pursuant to this Master Agreement. The term Products, supplies and services, and products and services are used interchangeably in these terms and conditions. Purchasing Entity means a state, city, county, district, other political subdivision of a State, and a nonprofit organization under the laws of some states if authorized by a Participating Addendum, who issues a Purchase Order against the Master Agreement and becomes financially committed to the purchase. 3. Term of the Master Agreement The initial term of this Master Agreement is for two (2) years. This Master Agreement may be extended beyond the original contract period for successive periods with a maximum aggregate, including all extensions, not to exceed five (5) years at the Lead State’s discretion and by mutual agreement and upon review of requirements of Participating Entities, current market conditions, and Contractor performance. 4. Amendments The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written approval of the Lead State. 5. Assignment/Subcontracts a. Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State. b. The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties to NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint. 6. Price and Rate Guarantee Period All prices and rates must be guaranteed for the initial term of the Master Agreement. Following the initial Master Agreement period, any request for price or rate adjustment must be for an equal guarantee period, and must be made at least ninety (90) days prior to the effective date. Requests for price or rate adjustment must include sufficient documentation supporting the request. Any adjustment or amendment to the Master Agreement shall not be effective unless approved by the Lead State. No retroactive adjustments to prices or 4.B.e Packet Pg. 76 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 3: NASPO ValuePoint Master Agreement Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 24 | Page rates will be allowed. 7. Cancellation Unless otherwise stated, this Master Agreement may be canceled by either party upon 60 days written notice prior to the effective date of the cancellation. Further, any Participating State may cancel its participation upon 30 days written notice, unless otherwise limited or stated in the Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at the time of cancellation, including any right of and Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, and rights attending any warranty or default in performance in association with any Order. Cancellation of the Master Agreement due to Contractor default may be immediate. 8. Confidentiality, Non-Disclosure, and Injunctive Relief Provisions governing confidentiality of information during performance of orders for the State of Arizona are governed by The State of Arizona Special Terms and Conditions. Except where a Participating Addendum prescribes otherwise, this section governs confidentiality and disclosure of information of other Purchasing Entities. a. Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity’s or Purchasing Entity’s clients. Any and all information of any form that is marked as confidential or would by its nature be deemed confidential obtained by Contractor or its employees or agents in the performance of this Master Agreement, including, but not necessarily limited to (1) any Purchasing Entity’s records, (2) personnel records, and (3) information concerning individuals, is confidential information of Purchasing Entity (“Confidential Information”). Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor shall be treated in the same manner as the Confidential Information. Confidential Information does not include information that (1) is or becomes (other than by disclosure by Contractor) publicly known; (2) is furnished by Purchasing Entity to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than Purchasing Entity without the obligation of confidentiality, (5) is disclosed with the written consent of Purchasing Entity or; (6) is independently developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the Confidential Information. b. Non-Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement. Contractor shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Purchasing Entity, applicable Participating State, and the Lead State immediately if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and Contractor shall at its expense cooperate with Purchasing Entity in seeking injunctive or other equitable relief in the name of Purchasing Entity or Contractor against any such person. Except as directed by Purchasing Entity, Contractor will not at any time during or after the term of this Master Agreement disclose, directly or 4.B.e Packet Pg. 77 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 3: NASPO ValuePoint Master Agreement Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 25 | Page indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at Purchasing Entity’s request, Contractor shall turn over to Purchasing Entity all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement. c. Injunctive Relief. Contractor acknowledges that breach of this section, including disclosure of any Confidential Information, will cause irreparable injury to Purchasing Entity that is inadequately compensable in damages. Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content. d. Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity. 9. Right to Publish Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the release of any information that pertains to the potential work or activities covered by the Master Agreement. The Contractor shall not make any representations of NASPO ValuePoint’s opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent. Failure to adhere to this requirement may result in termination of the Master Agreement for cause. 10. Defaults and Remedies a. The occurrence of any of the following events shall be an event of default under this Master Agreement: (1) Nonperformance of contractual requirements; or (2) A material breach of any term or condition of this Master Agreement; or (3) Any certification, representation or warranty by Contractor in response to the solicitation or in this Master Agreement that proves to be untrue or materially misleading; or (4) Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or (5) Any default specified in another section of this Master Agreement. b. Upon the occurrence of an event of default, Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 15 calendar days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contractor’s liability for damages, including liquidated damages to the extent provided for under this Master Agreement. c. If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and Lead State shall have the right to exercise any or all of the following remedies: 4.B.e Packet Pg. 78 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 3: NASPO ValuePoint Master Agreement Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 26 | Page (1) Exercise any remedy provided by law; and (2) Terminate this Master Agreement and any related Contracts or portions thereof; and (3) Impose liquidated damages as provided in this Master Agreement; and (4) Suspend Contractor from being able to respond to future bid solicitations; and (5) Suspend Contractor’s performance; and (6) Withhold payment until the default is remedied. d. Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating State shall provide a written notice of default as described in this section and have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code. 11. Shipping and Delivery. Section 3.2.1.8 of the solicitation prescribes requirements for product delivery and return. 12. Changes in Contractor Representation The Contractor must notify the Lead State of changes in the Contractor’s key administrative personnel, in writing within 10 calendar days of the change. The Lead State reserves the right to approve changes in key personnel, as identified in the Contractor’s proposal. The Contractor agrees to propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the Contractor’s proposal. 13. Force Majeure Neither party to this Master Agreement shall be held responsible for delay or default caused by “force majeure,” as that term is defined in and under conditions specified in section 6.4 of the State of Arizona Uniform Terms and Conditions. 14. Indemnification a. Section 5.1X1.1 of the State of Arizona Special Terms and Conditions governs indemnification of the State of Arizona. With respect to other entities, the Contractor shall defend, indemnify and hold harmless NASPO, NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), the Lead State, Participating Entities, and Purchasing Entities, along with their officers, agents, and employees as well as any person or entity for which they may be liable, from and against claims, damages or causes of action including reasonable attorneys’ fees and related costs for any death, injury, or damage to property arising from act(s), error(s), or omission(s) of the Contractor, its employees or subcontractors or volunteers, at any tier, relating to the performance under the Master Agreement. b. Indemnification – Intellectual Property. Section 6.3 of the State of Arizona Uniform Terms and Conditions governs indemnification of the State for intellectual property infringement claims. With respect to other entities the Contractor shall defend, indemnify and hold harmless NASPO, NASPO Cooperative Purchasing 4.B.e Packet Pg. 79 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 3: NASPO ValuePoint Master Agreement Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 27 | Page Organization LLC (doing business as NASPO ValuePoint), Participating Entities, Purchasing Entities, along with their officers, agents, and employees as well as any person or entity for which they may be liable ("Indemnified Party"), from and against claims, damages or causes of action including reasonable attorneys’ fees and related costs arising out of the claim that the Product or its use, infringes Intellectual Property rights ("Intellectual Property Claim"). (1) The Contractor’s obligations under this section shall not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is: (a) provided by the Contractor or the Contractor’s subsidiaries or affiliates; (b) specified by the Contractor to work with the Product; or (c) reasonably required, in order to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or (d) It would be reasonably expected to use the Product in combination with such product, system or method. (2) The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor. If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, it shall have control over the defense and settlement of it. However, the Indemnified Party must consent in writing for any money damages or obligations for which it may be responsible. The Indemnified Party shall furnish, at the Contractor’s reasonable request and expense, information and assistance necessary for such defense. If the Contractor fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of it and the Contractor shall be liable for all costs and expenses, including reasonable attorneys’ fees and related costs, incurred by the Indemnified Party in the pursuit of the Intellectual Property Claim. Unless otherwise agreed in writing, this section is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement. 15. Independent Contractor The Contractor shall be an independent contractor. Contractor shall have no authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreements, settlements, liability or understanding whatsoever, and agrees not to hold itself out as agent except as expressly set forth herein or as expressly agreed in any Participating Addendum. 16. Individual Customers Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not limited to, any indemnity or right to recover any costs as such right is defined in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually. 4.B.e Packet Pg. 80 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 3: NASPO ValuePoint Master Agreement Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 28 | Page 17. Insurance a. The insurance requirements of the State of Arizona are specified in section 5.1 X 1.2 of the State of Arizona Special Terms and Conditions. For performance in other states, unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in each Participating State’s state and having a rating of A-, Class VII or better, in the most recently published edition of Best’s Reports. Failure to buy and maintain the required insurance may result in this Master Agreement’s termination or, at a Participating State’s option, result in termination of its Participating Addendum. b. Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below, with no deductible for each of the following categories: 1) Commercial General Liability (CGL) – Occurrence Form Policy shall include bodily injury, property damage, and broad form contractual liability coverage. General Aggregate $2,000,000 Products – Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Damage to Rented Premises $50,0000 Each Occurrence $1,000,000 2) Business Automobile Liability Bodily injury and Property Damage for any owned, hired, and/or non-owned automobiles used in the performance of this Contract. Combined Single Limit (CSL) $1,000,000 3) Technology Errors & Omissions Insurance Each Claim $2,000,000 Annual Aggregate $2,000,000 Such insurance shall cover any, and all errors, omissions, or negligent acts in the delivery of products, services, and/or licensed programs under this contract. Coverage shall include or shall not exclude services, and/or licensed programs under this contract. Coverage shall include or shall not exclude settlement and/or defense of claims involving intellectual property, including but not limited to patent or copyright infringement. In the event that Tech E&O insurance required by this Contact is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years, beginning at the time work under this contract is completed. c. Contractor shall pay premiums on all insurance policies. Such policies shall also reference this Master Agreement and shall have a condition that they not be revoked by the insurer until thirty (30) calendar days 4.B.e Packet Pg. 81 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 3: NASPO ValuePoint Master Agreement Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 29 | Page after notice of intended revocation thereof shall have been given to Purchasing Entity and Participating State by the Contractor. d. Prior to commencement of performance, Contractor shall provide to the Lead State a written endorsement to the Contractor’s general liability insurance policy or other documentary evidence acceptable to the Lead State that (1) names the Participating States identified in the Request for Proposal as additional insureds, (2) provides that no material alteration, cancellation, non-renewal, or expiration of the coverage contained in such policy shall have effect unless the named Participating State has been given at least thirty (30) days prior written notice, and (3) provides that the Contractor’s liability insurance policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, the Participating State’s rights and Contractor’s obligations are the same as those specified in the first sentence of this subsection. Before performance of any Purchase Order issued after execution of a Participating Addendum authorizing it, the Contractor shall provide to a Purchasing Entity or Participating State who requests it the same information described in this subsection. e. Contractor shall furnish to the Lead State, Participating State, and, on request, the Purchasing Entity copies of certificates of all required insurance within thirty (30) calendar days of the execution of this Master Agreement, the execution of a Participating Addendum, or the Purchase Order’s effective date and prior to performing any work. The insurance certificate shall provide the following information: the name and address of the insured; name, address, telephone number and signature of the authorized agent; name of the insurance company (authorized to operate in all states); a description of coverage in detailed standard terminology (including policy period, policy number, limits of liability, exclusions and endorsements); and an acknowledgment of the requirement for notice of cancellation. Copies of renewal certificates of all required insurance shall be furnished within thirty (30) days after any renewal date. These certificates of insurance must expressly indicate compliance with each and every insurance requirement specified in this section. Failure to provide evidence of coverage may, at sole option of the Lead State, or any Participating State, result in this Master Agreement’s termination or the termination of any Participating Addendum. f. Coverage and limits shall not limit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order. 18. Laws and Regulations Any and all Products offered and furnished shall comply with solicitation section 5.10, Compliance with Applicable Laws. 19. License of Pre-Existing Intellectual Property Any rights to intellectual property shall be as prescribed in the Lead State’s solicitation and resulting contract, and Purchasing Entities shall have the same rights as the Lead State under those provisions. 20. No Waiver of Sovereign Immunity In no event shall this Master Agreement, any Participating Addendum or any contract or any Purchase Order issued thereunder, or any act of a Lead State, a Participating State, or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court. This section applies to a claim brought against the Participating State only to the extent Congress 4.B.e Packet Pg. 82 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 3: NASPO ValuePoint Master Agreement Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 30 | Page has appropriately abrogated the Participating State’s sovereign immunity and is not consent by the Participating State to be sued in federal court. This section is also not a waiver by the Participating State of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States. 21. Ordering a. Master Agreement order and purchase order numbers shall be clearly shown on all acknowledgments, shipping labels, packing slips, invoices, and on all correspondence. b. The resulting Master Agreements permit Purchasing Entities to define project-specific requirements and informally compete the requirement among companies having a Master Agreement on an “as needed” basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to Purchasing Entity rules and policies. The Purchasing Entity may in its sole discretion determine which Master Agreement Contractors should be solicited for a quote. The Purchasing Agency may select the quote that it considers most advantageous, cost and other factors considered. c. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation. Contractor is expected to become familiar with the Purchasing Entities’ rules, policies, and procedures regarding the ordering of supplies and/or services contemplated by this Master Agreement. d. Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document compliance with the law of the Purchasing Entity. e. Orders may be placed consistent with the terms of this Master Agreement during the term of the Master Agreement. f. All Orders pursuant to this Master Agreement, at a minimum, shall include: (1) The services or supplies being delivered; (2) The place and requested time of delivery; (3) A billing address; (4) The name, phone number, and address of the Purchasing Entity representative; (5) The price per hour or other pricing elements consistent with this Master Agreement and the contractor’s proposal; (6) A ceiling amount of the order for services being ordered; and (7) The Master Agreement identifier. g. All communications concerning administration of Orders placed shall be furnished solely to the authorized purchasing agent within the Purchasing Entity’s purchasing office, or to such other individual identified in writing in the Order. h. Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then-current termination date of this Master Agreement. Contractor is reminded that financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available. i. Notwithstanding the expiration or termination of this Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination. Contractor shall not honor any Orders placed after the expiration or termination of this Master Agreement, or 4.B.e Packet Pg. 83 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 3: NASPO ValuePoint Master Agreement Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 31 | Page otherwise inconsistent with its terms. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement. 22. Participants a. Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating State and Contractor is executed. The NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating State (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum. By way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating State, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document (e.g. purchase order or contract) used by the Purchasing Entity to place the Order. b. Use of specific NASPO ValuePoint cooperative Master Agreements by state agencies, political subdivisions and other Participating Entities (including cooperatives) authorized by individual state’s statutes to use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official. c. Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. Financial obligations of Participating States are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating States incur no financial obligations on behalf of political subdivisions. Contractor shall email a fully executed PDF copy of each Participating Addendum to PA@wsca- naspo.org to support documentation of participation and posting in appropriate data bases. d. NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, is not a party to the Master Agreement. It is a nonprofit cooperative purchasing organization assisting states in administering the NASPO cooperative purchasing program for state government departments, institutions, agencies and political subdivisions (e.g., colleges, school districts, counties, cities, etc.) for all 50 states, the District of Columbia and the territories of the United States. e. State Participating Addenda or other Participating Addenda shall not be construed to amend the terms of this Master Agreement between the Lead State and Contractor. f. Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to the approval of participation by the Chief Procurement Official of the state where the Participating State is located. g. Resale. “Resale” means any transfer of software for compensation or assignment of services for compensation. Subject to any specific conditions included in the solicitation or Contractor’s proposal as accepted by the Lead State, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products (the definition of which includes software and services that are deliverables). Absent any 4.B.e Packet Pg. 84 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 3: NASPO ValuePoint Master Agreement Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 32 | Page such condition or explicit permission, this limitation does not prohibit: payments by employees of a Purchasing Entity for Products; sales of Products to the general public as surplus property; and fees associated with inventory transactions with other governmental or nonprofit entities under cooperative agreements and consistent with a Purchasing Entity’s laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property. 23. Payment Payment for completion of a contract order is normally made within 30 days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance. Payments will be remitted by mail. Payments may be made via a State or political subdivision “Purchasing Card” with no additional charge. Any prompt payment terms proposed by contractor shall be extended to all Purchasing Entities. 24. Public Information. This Master Agreement and all related documents are subject to disclosure pursuant to the Purchasing Entity’s public information laws. 25. Records Administration and Audit. a. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating State, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of five (5) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, to assure compliance with the terms hereof or to evaluate performance hereunder. b. Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating State, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or orders or underpayment of fees found as a result of the examination of the Contractor’s records. c. The rights and obligations herein right exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations. 26. Administrative Fees a. The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one-quarter of one percent (0.25% or 0.0025) no later than 60 days following the end of each calendar quarter. The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint 4.B.e Packet Pg. 85 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 3: NASPO ValuePoint Master Agreement Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 33 | Page Administrative Fee is not negotiable. This fee is to be included as part of the pricing submitted with proposal. b. Additionally, some states, such as the State of Arizona, may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Contractor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of the state. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee. The NASPO ValuePoint Administrative Fee in subsection 26a shall be based on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda. 27. NASPO ValuePoint Summary and Detailed Usage Reports In addition to other reports that may be required by this solicitation, the Contractor shall provide the following NASPO ValuePoint reports. a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at http://www.naspo.org/WNCPO/Calculator.aspx. Any/all sales made under the contract shall be reported as cumulative totals by state. Even if Contractor experiences zero sales during a calendar quarter, a report is still required. Reports shall be due no later than 30 day following the end of the calendar quarter (as specified in the reporting tool). b. Detailed Sales Data. Contractor shall also report detailed sales data by: (1) state; (2) entity/customer type, e.g. local government, higher education, K12, non-profit; (3) Purchasing Entity name; (4) Purchasing Entity bill- to and ship-to locations; (4) Purchasing Entity and Contractor Purchase Order identifier/number(s); (5) Purchase Order Type (e.g. sales order, credit, return, upgrade, determined by industry practices); (6) Purchase Order date; (7) Ship Date; (8) and line item description, including product number if used. The report shall be submitted in any form required by the solicitation. Reports are due on a quarterly basis and must be received by the Lead State and NASPO ValuePoint Cooperative Development Team no later than thirty (30) days after the end of the reporting period. Reports shall be delivered to the Lead State and to the NASPO ValuePoint Cooperative Development Team electronically through a designated portal, email, CD-Rom, flash drive or other method as determined by the Lead State and NASPO ValuePoint. Detailed sales data reports shall include sales information for all sales under Participating Addenda executed under this Master Agreement. The format for the detailed sales data report is in shown in EXHIBIT III_Cooperative Contract Sales Reporting Data Requirements and Data Format. c. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by the solicitation and the Participating Addendum. Report data for employees should be limited to ONLY the state and entity they are participating under the authority of (state and agency, city, county, school district, etc.) and the amount of sales. No personal identification numbers, e.g. names, addresses, social security numbers or any other numerical identifier, may be submitted with any report. d. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator with an executive summary each quarter that includes, at a minimum, a list of states with an active Participating Addendum, states that Contractor is in negotiations with and any PA roll out or implementation activities and issues. NASPO ValuePoint Cooperative Development Coordinator and Contractor will determine the format and content of the executive summary. The executive summary is due 30 days after the conclusion of each 4.B.e Packet Pg. 86 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 3: NASPO ValuePoint Master Agreement Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 34 | Page calendar quarter. e. Timely submission of these reports is a material requirement of the Master Agreement. The recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and NASPO ValuePoint shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section. 28. Standard of Performance and Acceptance. Determination of the acceptability of services shall be made by the sole judgement of the Purchasing Entity. Acceptance shall be in writing, verbal acceptance will not be allowed. Services shall be completed in accordance with the Scope of Work, agreed to and accepted schedules, plans, and agreed to performance standards. Acceptance shall be one hundred percent (100%) functionality, which will be determined by the Purchasing Entity. Acceptance criteria shall include, but not be limited to conformity to the scope of work, quality of workmanship, and successfully performing all required Tasks. Nonconformance to a stated acceptance and performance criteria of both services and or products, as required, shall result in a delay for payment. The warranty period will begin upon Acceptance. 29. Warranty The Contractor warrants for a period of 90 days from the date of Acceptance in accordance with the provisions of section 7 of the State of Arizona Uniform Terms and Conditions and section 5.1 N. of the State of Arizona Special Terms and Conditions, with rights of the State available to other Purchasing Entities. Upon breach of the warranty, the Contractor will repair or replace (at no charge to the Purchasing Entity) the Product whose nonconformance is discovered and made known to the Contractor. If the repaired and/or replaced Product proves to be inadequate, or fails of its essential purpose, the Contractor will refund the full amount of any payments that have been made. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys’ fees and costs. 30. (RESERVED) 31. Title of Product Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity title to Product consisting of tangible media free and clear of all liens, encumbrances, or other security interests. 32. Waiver of Breach Failure of the Lead State, Participating State, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State, Participating State, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating State of any default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, Participating Addendum, or Purchase Order. 4.B.e Packet Pg. 87 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 3: NASPO ValuePoint Master Agreement Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 35 | Page 33. Assignment of Antitrust Rights Contractor irrevocably assigns to a Participating State any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating State’s state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided to the Contractor for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at a Participating State's option, the right to control any such litigation on such claim for relief or cause of action. 34. Debarment The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State. 35. Governing Law and Venue a. The procurement, evaluation, and award of the Master Agreement shall be governed by and construed in accordance with the laws of the Lead State sponsoring and administering the procurement. The construction and effect of the Master Agreement after award shall be governed by the law of the state serving as Lead State (in most cases also the Lead State). The construction and effect of any Participating Addendum or Order against the Master Agreement shall be governed by and construed in accordance with the laws of the Participating State’s or Purchasing Entity’s State. b. Unless otherwise specified in the RFP, the venue for any protest, claim, dispute or action relating to the procurement, evaluation, and award is in the Lead State. Venue for any claim, dispute or action concerning the terms of the Master Agreement shall be in the state serving as Lead State. Venue for any claim, dispute, or action concerning any Order placed against the Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity’s State. c. If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for (in decreasing order of priority): the Lead State for claims relating to the procurement, evaluation, award, or contract performance or administration if the Lead State is a party; the Participating State if a named party; the Participating State state if a named party; or the Purchasing Entity state if a named party. 36. NASPO ValuePoint eMarket Center In July 2011, NASPO ValuePoint entered into a multi-year agreement with SciQuest, Inc. whereby SciQuest will provide certain electronic catalog hosting and management services to enable eligible NASPO ValuePoint’s customers to access a central online website to view and/or shop the goods and services available from existing NASPO ValuePoint Cooperative Contracts. The central online website is referred to as the NASPO ValuePoint eMarket Center. The Contractor will have visibility in the eMarket Center through Ordering Instructions. These Ordering Instructions are available at no cost to the Contractor and provided customers information regarding the Contractors website and ordering information. 4.B.e Packet Pg. 88 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 3: NASPO ValuePoint Master Agreement Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 36 | Page At a minimum, the Contractor agrees to the following timeline: NASPO ValuePoint eMarket Center Site Admin shall provide a written request to the Contractor to begin Ordering Instruction process. The Contractor shall have thirty (30) days from receipt of written request to work with NASPO ValuePoint to provide any unique information and ordering instructions that the Contractor would like the customer to have. 37. Contract Provisions for Orders Utilizing Federal Funds. Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. These federal requirements may be proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed under this master agreement. 38. State Government Support No support, facility space, materials, special access, personnel or other obligations on behalf of the states or other Participating Entity, other than payment, are required under the Master Agreement. 4.B.e Packet Pg. 89 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 4: Lead State (ARIZONA) Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 5.1 State of Arizona Special Terms and Conditions A. Purpose Pursuant to provisions of the Arizona Procurement Code, A.R.S. 41-2501 Et Seq., the State of Arizona intends to establish a Contract (Participating Addendum, PA) for the materials or services as listed herein in service to the State. B. Term of Contract The term of any resultant Contract shall commence on date of execution and shall be for an initial period of two (2) years, unless terminated, canceled or extended as otherwise provided herein. C. Contract Extensions The Contract term is for period stated in Item B. subject to additional successive periods with a maximum aggregate including all extensions not to exceed five (5) years. D. Contract Type – Fixed Price E. Eligible Agencies (STATEWIDE) This Contract shall be for the use of all State of Arizona departments, agencies, commissions and boards. In addition, eligible State Purchasing Cooperative members may participate at their discretion. In order to participate in this contract, a cooperative member shall have entered into a Cooperative Purchasing Agreement with the Department of Administration, State Procurement Office as required by Arizona Revised Statues § 41-2632. Membership in the State Purchasing Cooperative is available to all Arizona political subdivisions including cities, counties, school districts, and special districts. Membership is also available to all non- profit organizations, as well as State governments, the US Federal Government and Tribal Nations. Non-profit organizations are defined in A.R.S. § 41-2631(4) as any nonprofit corporation as designated by the internal revenue service under section 501(c)(3) through 501(c)(6). F. Licenses The Contractor shall maintain in current status, all federal, state and local licenses and permits required for the operation of the business conducted by the Contractor. G. Volume of Work The State does not guarantee a specific amount of work either for the life of the Contract or on an annual basis. 4.B.e Packet Pg. 90 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 4: Lead State (ARIZONA) Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 38 | Page H. Key Personnel It is essential that the Contractor provide adequate experienced personnel, capable of and devoted to the successful accomplishment of work to be performed under this Contract. The Contractor must agree to assign specific individuals to the key positions if required. 1. The Contractor agrees that, once assigned to work under this Contract, key personnel shall not be removed or replaced without written notice to the State. 2. Key personnel who are not available for work under this Contract for a continuous period exceeding thirty (30) calendar days, or are expected to devote substantially less effort to the work than initially anticipated, the Contractor shall immediately notify the State, and shall, subject to the concurrence of the State, replace such personnel with personnel of substantially equal ability and qualifications. I. Changes The State may at any time make changes within the general scope of this Contract. The Contractor shall respond to the Change Order with a proposal. If any such change causes an adjustment in the cost of, or the time required for the performance of any part of the work under this Contract, whether changed or not changed by the Change Order, the Procurement Officer shall modify the Contract in writing via a bilateral Contract Amendment. J. Price Adjustment Any price adjustment shall be within the confines of the awarded contract, or as negotiated in service to this Contract. Any negotiated price adjustments for this Contract shall be documented via a bilateral Contract Amendment. K. Payment Procedures The State will not make payments to any Entity, Group or individual other than the Contractor with the Federal Employer Identification (FEI) Number identified in the Contract. Contractor invoices requesting payment to any Entity, Group or individual other than the contractually specified Contractor shall be returned to the Contractor for correction. The Contractor shall review and insure that the invoices for services provided show the correct Contractor name prior to sending them for payment. If the Contractor Name and FEI Number change, the Contractor must complete an “Assignment and Agreement” form transferring contract rights and responsibilities to the new Contractor. The State must indicate consent on the form. A written Contract Amendment must be signed by both parties and a new W-9 form must be submitted by the new Contractor and entered into the system prior to any payments being made to the new Contractor. L. Information Disclosure The Contractor shall establish and maintain procedures and controls that are acceptable to the State for the purpose of assuring that no information contained in its records or obtained from the state or from others in carrying out its functions under the contract shall be used or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the Contract. Persons requesting such information should be referred to the State. The Contractor also agrees that any information pertaining to individual persons shall not be divulged other than to employees or officers of 4.B.e Packet Pg. 91 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 4: Lead State (ARIZONA) Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 39 | Page the Contractor as needed for the performance of duties under the Contract, unless otherwise agreed to in writing by the State. M. Employees of the Contractor All employees of the Contractor employed in the performance of work under the Contract shall be considered employees of the Contractor at all times, and not employees of the State. The Contractor shall comply with the Social Security Act, Workman’s Compensation laws and Unemployment laws of the State of Arizona and all State, local and Federal legislation relevant to the Contractor’s business. N. Warranty All services supplied under this Contract shall be fully guaranteed by the Contractor for a minimum period of ninety (90) days from the date of acceptance by the State. Any defects of design, workmanship, or delivered materials, that would result in non-compliance shall be fully corrected by the Contractor without cost to the State. O. Compliance with Applicable Laws The Materials and services supplied under this Contract shall comply with all applicable Federal, state and local laws, and the Contractor shall maintain all applicable licenses and permit requirements. Contractor represents and warrants to the State that Contractor has the skill and knowledge possessed by members of its trade or profession and Contractor will apply that skill and knowledge with care and diligence so Contactor and Contractor's employees and any authorized subcontractors shall perform the Services described in this Contract in accordance with the Statement of Work. Contractor represents and warrants that the Materials provided through this Contract and Statement of Work shall be free of viruses, backdoors, worms, spyware, malware and other malicious code that will hamper performance of the Materials, collect unlawful personally identifiable information on Users or prevent the Materials from performing as required under the terms and conditions of this Contract. P. Non-Exclusive Contract Any Contract resulting from this solicitation shall be awarded with the understanding and agreement that it is for the sole convenience of the State of Arizona. The State reserves the right to obtain like goods or services from another source when necessary, or when determined to be in the best interest of the State. Q. Administrative Fee/Usage Reports 1. In accordance with ARS § 41-2633 the Department of Administration, State Procurement Office includes an Administrative Fee, in the majority of its Statewide contracts – multiple agency, multiple government, cooperative contracts. The Administrative Fee is used by the State to defray the additional costs associated with soliciting, awarding and administering statewide contracts. In addition to the State agencies, boards and commissions, statewide contracts are available to members of the State Purchasing Cooperative including cities, counties, school districts, special districts, other state governments, agencies of the federal government, tribal nations, schools, medical institutions, and nonprofit organizations. The Administrative Fee is the responsibility of the contractor. The Administrative Fee is a part of the contractor’s unit prices and is not to be charged directly to the customer in the form of a 4.B.e Packet Pg. 92 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 4: Lead State (ARIZONA) Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 40 | Page separate line item. In accordance with Section 26 of the NASPO ValuePoint Master Agreement Terms and Conditions, the 0.25% NASPO ValuePoint Administrative fee shall be incorporated into the Offerors base price. Other states, including the State of Arizona, may negotiate additional Administrative Fees in their Participating Addenda following award of a Master Agreement. Further, Statewide contracts maintain one set of pricing for all customers and not separate prices for State agency customers and State Purchasing Cooperative customers. 2. State of Arizona Fee Amount: Unless defined differently within the contract, the Statewide Contracts Administrative Fee shall be one percent (1.0%) of quarterly sales receipts under an active Statewide contract, transacted by only the members of the State Purchasing Cooperative, minus any taxes or regulatory fees, minus any returns or credits, and minus any shipping charges not already included in the unit prices. The Administrative Fee percentage is only applicable to amounts actually received by the contractor during the quarter and is not applicable to amounts ordered by customers but not yet paid for. The administrative fee is not paid on transactions with state agency customers. 3. Method of Assessment At the completion of each quarter, the contractor reviews all sales under their contract in preparation for submission of their Usage Report. The contractor identifies all sales receipts transacted by members of the State Purchasing Cooperative and assesses one percent (1.0%) of this amount in their Usage Report. An updated list of State Purchasing Cooperative members may be found at: https://spo.az.gov/state-purchasing-cooperative . At its option, the State may expand or narrow the applicability of this fee. The State shall provide thirty (30) written notice prior to exercising or changing this option. The contractor shall summarize all sales, along with all assessed Administrative Fee amounts within their Usage Report, including total amounts for the following:  Total sales receipts from State agencies, boards and commissions;  Total sales receipts from members of the State Purchasing Cooperative; and  Total Administrative Fee amount based on one percent (1.0%) of the sales receipts from members of the State Purchasing Cooperative. 4. Submission of Reports and Fees. Within thirty (30) days following the end of the quarter, the contractor submits their Usage Report and if applicable, a check in the amount of one percent (1%) of their sales receipts from members of the State Purchasing Cooperative, to the Department of Administration, State Procurement Office. Contractors are required to use the State’s current report templates unless you have authorization from your contract officer to use a different format. You need to complete Form 799, which is a cover letter that gives the totals of your transactions; and Form 801, which is an Excel spreadsheet that details your transactions. Sales to state agencies and the cooperative members are to be totaled separately. The most current forms can be downloaded at https://spo.az.gov/statewide-contracts-administrative-fee. 4.1 The submission schedule for Administrative Fees and Usage reports shall be as follows: FY Q1, July through September Due October 31 FY Q2, October through December Due January 31 FY Q3, January through March Due by April 30 FY Q4, April through June Due by July 31 4.B.e Packet Pg. 93 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 4: Lead State (ARIZONA) Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 41 | Page 4.2 Usage Reports and any questions are to be submitted by email to the state's designated usage report email address: usage@azdoa.gov 4.3 Administrative Fees shall be made out to the “State Procurement Office” and mailed to: Department of Administration General Services Division ATTN: “Statewide Contracts Administrative Fee” 100 N. 15th Avenue, Suite 202 Phoenix, AZ 85007 5. The Administrative Fee shall be a part of the Contractor’s unit prices and is not to be charged directly to the customer in the form of a separate line item. Statewide contracts shall not have separate prices for State Agency customers and State Purchasing Cooperative customers. 6. Contractor's failure to remit administrative fees in a timely manner consistent with the contract’s requirements may result in the State exercising any recourse available under the contract or as provided for by law. R. Acceptance Determination of the acceptability of services shall be made by the sole judgment of the State. Acceptance shall be in writing, verbal acceptance will not be allowed. Services shall be completed in accordance with the Scope of Work, agreed to and accepted schedules, plans, and agreed to performance standards. Acceptance shall be one hundred percent (100%) functionality, which will be determined by the State. Acceptance criteria shall include, but not be limited to conformity to the scope of work, quality of workmanship and successfully performing all required Tasks. Nonconformance to any of the stated acceptance and performance criteria of both services and or products as required shall result in a delay for payment. Payment shall not be made until nonconformance to the criteria is corrected as determined by the State. T. Performance Contractor agrees that, from and after the date that the applicable services commence, its performance of the Scope of Services will meet or exceed industry best practices subject to the limitations and in accordance with the provisions set forth in this Contract. If the Services provided pursuant to this Contract are changed, modified or enhanced (whether by Change Order or through the provision of new Services), The State and the Contractor will review the current performance experience and will in good faith determine whether such experience should be adjusted and whether additional services should be implemented or whether services be removed. The following requirements shall also apply: 1. Failure to Perform If Contractor fails to complete any deliverable, then Contractor shall: 1.1 Promptly perform a root-cause analysis to identify the cause of such failure; 1.2 Use commercially reasonable efforts to correct such failure and to begin meeting the requirements as promptly as practicable; 1.3 Provide the State with a report detailing the cause of, and procedure for correcting, such 4.B.e Packet Pg. 94 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 4: Lead State (ARIZONA) Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 42 | Page failure; and 1.4 If appropriate under the circumstances, take action to avoid such failure in the future. 2. Root-Cause Analysis In the event of the Contractor's failure to perform required services or meet agreed upon service levels or other Contractor service standards as required by the State under this Contract, the Contractor shall perform an analysis of the cause of the service level problem and implement remediation steps as appropriate. The State shall have the right to review the analysis and approve the remediation steps prior to or subsequent to their implementation, as deemed appropriate by the State, if the remediation steps impact State assets or operational processes. U. Compensation Should the Contractor fail to provide all required services or deliver work products, as agreed upon by State and the Contractor, the State shall be entitled to invoke applicable remedies, including but not limited to, withholding payment to the Contractor and declaring the Contractor in material breach of the Contract. If the Contractor is in any manner in default of any obligation or the Contractor’s work or performance is determined by the State to be defective, sub-standard, or if audit exceptions are identified, the State may, in addition to other available remedies, either adjust the amount of payment or withhold payment until satisfactory resolution of the default, defect, exception or sub-standard performance. The Contractor shall reimburse the State on demand, or the State may deduct from future payments, any amounts paid for work products or performance which are determined to be an audit exception, defective or sub-standard performance. The Contractor shall correct its mistakes or errors without additional cost to the State. The State shall be the sole determiner as to defective or sub-standard performance. The Contractor shall fulfill their contractual requirements including the Deliverables identified in the Statement of Work and fulfill the roles and responsibilities described in the Statement of Work for a firm fixed price, inclusive of travel and travel-related expenses. The fixed amount shall be inclusive of any fees for the use of any third party products or services required for use in the performance of this Contract V. Contractor Performance Reports Program management shall document Contractor performance, both exemplary and needing improvements where corrective action is needed or desired. Copies of corrective action reports will be forwarded to the Procurement Office for review and any necessary follow-up. The Procurement Office may contact the Contractor upon receipt of the report and may request corrective action. The Procurement Office shall discuss the Contractor’s suggested corrective action plan with the Procurement Specialist for approval of the plan. W. Offshore Performance of Work Prohibited Due to security and identity protection concerns, direct services under this contract shall be performed within the borders of the United States. Any services that are described in the specifications or scope of work that directly serve the State of Arizona or its clients and may involve access to secure or sensitive data or personal client data or development or modification of software for the State shall be performed within the borders of the United States. Unless specifically stated otherwise in the specifications, this definition does not apply to indirect or “overhead” services, redundant back-up 4.B.e Packet Pg. 95 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 4: Lead State (ARIZONA) Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 43 | Page services or services that are incidental to the performance of the contract. This provision applies to work performed by subcontractors at all tiers. X. Indemnification and Insurance 1.1 Indemnification Clause To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, and any jurisdiction or agency issuing permits for any work included in the project, and their respective directors, officers, officials, agents and employees (hereinafter referred to as "Indemnitee") from and against any and all claims, actions, liabilities, costs, losses, or expenses, (including reasonable attorney's fees), (hereinafter collectively referred to as "Claims") arising out of actual or alleged bodily injury or personal injury of any person (including death) or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of Contractor's directors, officers, agents, employees, volunteers or subcontractors. This indemnity includes any claim or amount arising or recovered under the Workers' Compensation Law or arising out of the failure of Contractor to conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all Claims. It is agreed that Contractor will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. This indemnification will survive the termination of the above listed contract with the Contractor. This indemnity shall not apply if the contractor or sub-contractor(s) is/are an agency, board, commission or university of the State of Arizona. 1.2 Insurance Requirements 1.2.1 Contractor and subcontractors shall procure and maintain, until all of their obligations have been discharged, including any warranty periods under this Contract, insurance against claims for injury to persons or damage to property arising from, or in connection with, the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors. 1.2.2 The Insurance Requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The State of Arizona in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that arise out of the performance of the work under this Contract by the Contractor, its agents, representatives, employees or subcontractors, and the Contractor is free to purchase additional insurance. 1.3 Minimum Scope and Limits of Insurance Contractor shall provide coverage with limits of liability not less than those stated below. 4.B.e Packet Pg. 96 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 4: Lead State (ARIZONA) Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 44 | Page 1.3.1 Commercial General Liability (CGL) – Occurrence Form Policy shall include bodily injury, property damage, and broad form contractual liability coverage. General Aggregate $2,000,000 Products – Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Damage to Rented Premises $50,000 Each Occurrence $1,000,000 a. The policy shall be endorsed, as required by this written agreement, to include the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to liability arising out of the activities performed by or on behalf of the Contractor. b. Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor. 1.3.2 Business Automobile Liability Bodily Injury and Property Damage for any owned, hired, and/or non-owned automobiles used in the performance of this Contract.  Combined Single Limit (CSL) $1,000,000 Policy shall be endorsed, as required by this written agreement, to include the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to liability arising out of the activities performed by, or on behalf of, the Contractor involving automobiles owned, hired and/or non-owned by the Contractor. c. Policy shall contain a waiver of subrogation endorsement as required by this written agreement in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor. 1.3.3 Workers’ Compensation and Employers' Liability  Workers' Compensation Statutory  Employers' Liability  Each Accident $1,000,000  Disease – Each Employee $1,000,000  Disease – Policy Limit $1,000,000 d. Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, in favor of the State of Arizona, and its departments, agencies, boards, 4.B.e Packet Pg. 97 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 4: Lead State (ARIZONA) Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 45 | Page commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor. e. This requirement shall not apply to each Contractor or subcontractor that is exempt under A.R.S. § 23-901, and when such Contractor or subcontractor executes the appropriate waiver form (Sole Proprietor or Independent Contractor). 1.3.4 Technology Errors & Omissions Insurance  Each Claim $2,000,000  Annual Aggregate $2,000,000 f. Such insurance shall cover any, and all errors, omissions, or negligent acts in the delivery of products, services, and/or licensed programs under this contract. g. Coverage shall include or shall not exclude settlement and/or defense of claims involving intellectual property, including but not limited to patent or copyright infringement. h. In the event that the Tech E&O insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years, beginning at the time work under this Contract is completed. 1.3.5 Media Liability Coverage  Each Claim $2,000,000  Annual Aggregate $2,000,000 i. Such insurance shall cover any and all errors and omissions or negligent acts in the production of content, including but not limited to plagiarism, defamation, libel, slander, false advertising, invasion of privacy, and infringement of copyright, title, slogan, trademark, service mark and trade dress. j. In the event that the Media Liability insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained, or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed. 1.4 Additional Insurance Requirements The policies shall include, or be endorsed to include, as required by this written agreement, the following provisions: 1.4.1 The Contractor's policies, as applicable, shall stipulate that the insurance afforded the Contractor shall be primary and that any insurance carried by the Department, its agents, 4.B.e Packet Pg. 98 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 4: Lead State (ARIZONA) Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 46 | Page officials, employees or the State of Arizona shall be excess and not contributory insurance, as provided by A.R.S. § 41-621 (E). 1.4.2 Insurance provided by the Contractor shall not limit the Contractor’s liability assumed under the indemnification provisions of this Contract. 1.5 Notice of Cancellation Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to the State of Arizona. Within two (2) business days of receipt, Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to the Department and shall be mailed, emailed, hand delivered or sent by facsimile transmission to (State Representative’s Name, Address & Fax Number). 1.6 Acceptability of Insurers Contractor’s insurance shall be placed with companies licensed in the State of Arizona or hold approved non-admitted status on the Arizona Department of Insurance List of Qualified Unauthorized Insurers. Insurers shall have an “A.M. Best” rating of not less than A- VII. The State of Arizona in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency. 1.7 Verification of Coverage Contractor shall furnish the State of Arizona with certificates of insurance (valid ACORD form or equivalent approved by the State of Arizona) as required by this Contract. An authorized representative of the insurer shall sign the certificates. 1.7.1 All certificates and endorsements, as required by this written agreement, are to be received and approved by the State of Arizona before work commences. Each insurance policy required by this Contract must be in effect at, or prior to, commencement of work under this Contract. Failure to maintain the insurance policies as required by this Contract, or to provide evidence of renewal, is a material breach of contract. 1.7.2 All certificates required by this Contract shall be sent directly to the Department. The State of Arizona project/contract number and project description shall be noted on the certificate of insurance. The State of Arizona reserves the right to require complete copies of all insurance policies required by this Contract at any time. 1.8 Subcontractors Contractor’s certificate(s) shall include all subcontractors as insureds under its policies or Contractor shall be responsible for ensuring and/or verifying that all subcontractors have valid and collectable insurance as evidenced by the certificates of insurance and endorsements for each subcontractor. All coverages for subcontractors shall be subject to the minimum Insurance 4.B.e Packet Pg. 99 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 4: Lead State (ARIZONA) Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 47 | Page Requirements identified above. The Department reserves the right to require, at any time throughout the life of this contract, proof from the Contractor that its subcontractors have the required coverage. 1.9 Approval and Modifications The Contracting Agency, in consultation with State Risk, reserves the right to review or make modifications to the insurance limits, required coverages, or endorsements throughout the life of this contract, as deemed necessary. Such action will not require a formal Contract amendment but may be made by administrative action. 1.10 Exceptions In the event the Contractor or subcontractor(s) is/are a public entity, then the Insurance Requirements shall not apply. Such public entity shall provide a certificate of self-insurance. If the Contractor or subcontractor(s) is/are a State of Arizona agency, board, commission, or university, none of the above shall apply. Y. Data Privacy and Security Contractor shall treat all information obtained through performance of the contract, as confidential or sensitive information consistent with State and federal law and State Policy. Contractor or its agents shall not use any data obtained in the performance of the contract in any manner except as necessary for the proper discharge of its obligations and protection of its rights related to this agreement. Contractor shall establish and maintain procedures and controls acceptable to the State for the purpose of assuring that data in its or its agents’ possession is not mishandled, misused, released, disclosed, or used in an inappropriate manner in performance of the contract. This includes data contained in Contractor’s records obtained from the State or others, necessary for contract performance. Contractor and its agents shall take all reasonable steps and precautions to safeguard this information and data and shall not divulge the information or data to parties other than those needed for the performance of duties under the contract. Z. Data Privacy/Security Incident Management Contractor and its agents shall cooperate and collaborate with appropriate State personnel to identify and respond to an information security or data privacy incident, including a security breach. 1. Threat of Security Breach Contractor(s) agrees to notify the State Chief Information Officer (CIO), the State Chief Information Security Officer (CISO) and other key personnel as identified by the State of any perceived threats placing the supported infrastructure and/or applications in danger of breach of security. The speed of notice shall be at least commensurate with the level of threat, as perceived by the Contractor(s). The State agrees to provide contact information for the State CIO, CISO and key personnel to the Contractor(s). 2. Discovery of Security Breach Contractor agrees to immediately notify the State CIO, the CISO and key personnel as identified by the State of a discovered breach of security. The State agrees to provide contact information 4.B.e Packet Pg. 100 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 4: Lead State (ARIZONA) Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 48 | Page for the State CIO, the CISO and key personnel. AA. Security Requirements for Contractor Personnel Each individual proposed to provide services through this contract agrees to security clearance and background check procedures, including fingerprinting, as defined by the Arizona Department of Administration in accordance with Arizona Revised Statutes §41-710. The results of the individual’s background check procedures must meet all HIPAA and law enforcement requirements. Contractor is responsible for all costs to obtain security clearance for their consultants providing services through this contract. Contractor personnel, agents or sub-contractors that have administrative access to the State’s networks may be subject to any additional security requirements of the State as may be required for the performance of the contract. The Contractor, its agents and sub-contractors shall provide documentation to the State confirming compliance with all such additional security requirements for performance of the contract. Additional security requirements include but are not limited to the following: 1. Identity and Address Verification – that verifies the individual is who he or she claims to be including verification of the candidate’s present and previous addresses; 2. UNAX/confidentiality Training; 3. HIPAA Privacy and Security Training; and 4. Information Security Training. BB. Access Constraints and Requirements Contractor access to State facilities and resources shall be properly authorized by State personnel, based on business need and will be restricted to least possible privilege. Upon approval of access privileges, the Contractor shall maintain strict adherence to all policies, standards, and procedures. Policies / Standards, ADOA/ASET Policies / Procedures, and Arizona Revised Statues (A.R.S.) §28- 447, §28-449, §38-421, §13-2408, §13-2316, §41-770. Failure of the Contractor, its agents or subcontractors to comply with policies, standards, and procedures including any person who commits an unlawful breach or harmful access (physical or virtual) will be subject to prosecution under all applicable state and / or federal laws. Any and all recovery or reconstruction costs or other liabilities associated with an unlawful breach or harmful access shall be paid by the Contractor. CC. Health Insurance Portability and Accountability Act of 1996 The Contractor warrants that it is familiar with the requirements of HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (HITECH Act) of 2009, and accompanying regulations and will comply with all applicable HIPAA requirements in the course of this Contract. Contractor warrants that it will cooperate with the State in the course of performance of the Contract so that both the State and the Contractor will be in compliance with HIPAA, including cooperation and coordination with the Arizona Strategic Enterprise Technology (ASET) Group, Statewide Information Security and Privacy Office (SISPO), Chief Privacy Officer and HIPAA Coordinator and other compliance officials required by HIPAA and its regulations. Contractor will sign any documents that are reasonably necessary to keep the State and Contractor in compliance with 4.B.e Packet Pg. 101 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 4: Lead State (ARIZONA) Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 49 | Page HIPAA, including but not limited to, business associate agreements. If requested, the Contractor agrees to sign a “Pledge to Protect Confidential Information” and to abide by the statements addressing the creation, use and disclosure of confidential information, including information designated as protected health information and all other confidential or sensitive information as defined in policy. In addition, if requested, Contractor agrees to attend or participate in job related HIPAA training that is: (1) intended to make the Contractor proficient in HIPAA for purposes of performing the services required and (2) presented by a HIPAA Privacy Officer or other person or program knowledgeable and experienced in HIPAA and who has been approved by the ASET/SISPO Chief Privacy Officer and HIPAA Coordinator. Suggested References: https://www.cms.gov/Regulations-and-Guidance/HIPAA-Administrative- Simplification/HIPAAGenInfo/downloads/hipaalaw.pdf http://www.hhs.gov/ocr/privacy/hipaa/understanding/ DD. Compliance Requirements for A.R.S. § 41-4401, Government Procurement: E-Verify Requirement 1. The Contractor warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with Section A.R.S. § 23-214, Subsection A. (That subsection reads: “After December 31, 2007, every employer, after hiring an employee, shall verify the employment eligibility of the employee through the E-Verify program.) 2. A breach of a warranty regarding compliance with immigration laws and regulations shall be deemed a material breach of the Contract and the Contractor may be subject to penalties up to and including termination of the Contract. 3. Failure to comply with a State audit process to randomly verify the employment records of Contractors and subcontractors shall be deemed a material breach of the Contract and the Contractor may be subject to penalties up to and including termination of the Contract. 4. The State Agency retains the legal right to inspect the papers of any employee who works on the Contract to ensure that the Contractor or subcontractor is complying with the warranty under paragraph One (1). 5.2 State of Arizona Uniform Terms and Conditions 1. Definition of Terms As used in this Solicitation and any resulting Contract, the terms listed below are defined as follows: 1.1. “Attachment” means any item the Solicitation requires the Offeror to submit as part of the Offer. 1.2. “Contract” means the combination of the Solicitation, including the Uniform and Special Instructions to Offerors, the Uniform and Special Terms and Conditions, and the Specifications and Statement or Scope of Work; the Offer and any Best and Final Offers; and any Solicitation Amendments or Contract Amendments. 4.B.e Packet Pg. 102 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 4: Lead State (ARIZONA) Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 50 | Page 1.3. "Contract Amendment" means a written document signed by the Procurement Officer that is issued for the purpose of making changes in the Contract. 1.4. “Contractor” means any person who has a Contract with the State. 1.5. “Days” means calendar days unless otherwise specified. 1.6. “Exhibit” means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits section of the Solicitation. 1.7. “Gratuity” means a payment, loan, subscription, advance, deposit of money, services, or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is received. 1.8. “Materials” means all property, including equipment, supplies, printing, insurance and leases of property but does not include land, a permanent interest in land or real property or leasing space. 1.9. “Procurement Officer” means the person, or his or her designee, duly authorized by the State to enter into and administer Contracts and make written determinations with respect to the Contract. 1.10. “Services” means the furnishing of labor, time or effort by a contractor or subcontractor which does not involve the delivery of a specific end product other than required reports and performance, but does not include employment agreements or collective bargaining agreements. 1.11. “Subcontract” means any Contract, express or implied, between the Contractor and another party or between a subcontractor and another party delegating or assigning, in whole or in part, the making or furnishing of any material or any service required for the performance of the Contract. 1.12. “State” means the State of Arizona and Department or Agency of the State that executes the Contract. 1.13. “State Fiscal Year” means the period beginning with July 1 and ending June 30. 2. Contract Interpretation 2.1. Arizona Law. The Arizona law applies to this Contract including, where applicable, the Uniform Commercial Code as adopted by the State of Arizona and the Arizona Procurement Code, Arizona Revised Statutes (A.R.S.) Title 41, Chapter 23, and its implementing rules, Arizona Administrative Code (A.A.C.) Title 2, Chapter 7. 2.2. Implied Contract Terms. Each provision of law and any terms required by law to be in this Contract are a part of this Contract as if fully stated in it. 2.3. Contract Order of Precedence. In the event of a conflict in the provisions of the Contract, as accepted by the State and as they may be amended, the following shall prevail in the order set forth below: 2.3.1. Special Terms and Conditions; 2.3.2. Uniform Terms and Conditions; 2.3.3. Statement or Scope of Work; 4.B.e Packet Pg. 103 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 4: Lead State (ARIZONA) Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 51 | Page 2.3.4. Specifications; 2.3.5. Attachments; 2.3.6. Exhibits; 2.3.7. Documents referenced or included in the Solicitation. 2.4. Relationship of Parties. The Contractor under this Contract is an independent Contractor. Neither party to this Contract shall be deemed to be the employee or agent of the other party to the Contract. 2.5. Severability. The provisions of this Contract are severable. Any term or condition deemed illegal or invalid shall not affect any other term or condition of the Contract. 2.6. No Parole Evidence. This Contract is intended by the parties as a final and complete expression of their agreement. No course of prior dealings between the parties and no usage of the trade shall supplement or explain any terms used in this document and no other understanding either oral or in writing shall be binding. 2.7. No Waiver. Either party’s failure to insist on strict performance of any term or condition of the Contract shall not be deemed a waiver of that term or condition even if the party accepting or acquiescing in the nonconforming performance knows of the nature of the performance and fails to object to it. 3. Contract Administration and Operation 3.1. Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually require each subcontractor to retain all data and other “records” relating to the acquisition and performance of the Contract for a period of five years after the completion of the Contract. All records shall be subject to inspection and audit by the State at reasonable times. Upon request, the Contractor shall produce a legible copy of any or all such records. 3.2. Non-Discrimination. The Contractor shall comply with State Executive Order No. 2009-09 and all other applicable Federal and State laws, rules and regulations, including the Americans with Disabilities Act. 3.3. Audit. Pursuant to ARS § 35-214, at any time during the term of this Contract and five (5) years thereafter, the Contractor’s or any subcontractor’s books and records shall be subject to audit by the State and, where applicable, the Federal Government, to the extent that the books and records relate to the performance of the Contract or Subcontract. 3.4. Facilities Inspection and Materials Testing. The Contractor agrees to permit access to its facilities, subcontractor facilities and the Contractor’s processes or services, at reasonable times for inspection of the facilities or materials covered under this Contract. The State shall also have the right to test, at its own cost, the materials to be supplied under this Contract. Neither inspection of the Contractor’s facilities nor materials testing shall constitute final acceptance of the materials or services. If the State determines non-compliance of the materials, the Contractor shall be responsible for the payment of all costs incurred by the State for testing and inspection. 3.5. Notices. Notices to the Contractor required by this Contract shall be made by the State to the person indicated on the Offer and Acceptance form submitted by the Contractor unless 4.B.e Packet Pg. 104 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 4: Lead State (ARIZONA) Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 52 | Page otherwise stated in the Contract. Notices to the State required by the Contract shall be made by the Contractor to the Solicitation Contact Person indicated on the Solicitation cover sheet, unless otherwise stated in the Contract. An authorized Procurement Officer and an authorized Contractor representative may change their respective person to whom notice shall be given by written notice to the other and an amendment to the Contract shall not be necessary. 3.6. Advertising, Publishing and Promotion of Contract. The Contractor shall not use, advertise or promote information for commercial benefit concerning this Contract without the prior written approval of the Procurement Officer. 3.7. Property of the State. Any materials, including reports, computer programs and other deliverables, created under this Contract are the sole property of the State. The Contractor is not entitled to a patent or copyright on those materials and may not transfer the patent or copyright to anyone else. The Contractor shall not use or release these materials without the prior written consent of the State. 3.8. Ownership of Intellectual Property. Any and all intellectual property, including but not limited to copyright, invention, trademark, trade name, service mark, and/or trade secrets created or conceived pursuant to or as a result of this contract and any related subcontract (“Intellectual Property”), shall be work made for hire and the State shall be considered the creator of such Intellectual Property. The agency, department, division, board or commission of the State of Arizona requesting the issuance of this contract shall own (for and on behalf of the State) the entire right, title and interest to the Intellectual Property throughout the world. Contractor shall notify the State, within thirty (30) days, of the creation of any Intellectual Property by it or its subcontractor(s). Contractor, on behalf of itself and any subcontractor(s), agrees to execute any and all document(s) necessary to assure ownership of the Intellectual Property vests in the State and shall take no affirmative actions that might have the effect of vesting all or part of the Intellectual Property in any entity other than the State. The Intellectual Property shall not be disclosed by contractor or its subcontractor(s) to any entity not the State without the express written authorization of the agency, department, division, board or commission of the State of Arizona requesting the issuance of this contract. 3.9. Federal Immigration and Nationality Act. The contractor shall comply with all federal, state and local immigration laws and regulations relating to the immigration status of their employees during the term of the contract. Further, the contractor shall flow down this requirement to all subcontractors utilized during the term of the contract. The State shall retain the right to perform random audits of contractor and subcontractor records or to inspect papers of any employee thereof to ensure compliance. Should the State determine that the contractor and/or any subcontractors be found noncompliant, the State may pursue all remedies allowed by law, including, but not limited to; suspension of work, termination of the contract for default and suspension and/or debarment of the contractor. 3.10 E-Verify Requirements. In accordance with A.R.S. § 41-4401, Contractor warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with Section A.R.S. § 23-214, Subsection A. 3.11 Offshore Performance of Work Prohibited. Any services that are described in the specifications or scope of work that directly serve the State of Arizona or its clients and involve access to secure or sensitive data or personal client data shall be performed within the defined territories of the United States. Unless specifically 4.B.e Packet Pg. 105 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 4: Lead State (ARIZONA) Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 53 | Page stated otherwise in the specifications, this paragraph does not apply to indirect or 'overhead' services, redundant back-up services or services that are incidental to the performance of the contract. This provision applies to work performed by subcontractors at all tiers. 4. Costs and Payments 4.1. Payments. Payments shall comply with the requirements of A.R.S. Titles 35 and 41, Net 30 days. Upon receipt and acceptance of goods or services, the Contractor shall submit a complete and accurate invoice for payment from the State within thirty (30) days. 4.2. Delivery. Unless stated otherwise in the Contract, all prices shall be F.O.B. Destination and shall include all freight delivery and unloading at the destination. 4.3. Applicable Taxes. 4.3.1. Payment of Taxes. The Contractor shall be responsible for paying all applicable taxes. 4.3.2. State and Local Transaction Privilege Taxes. The State of Arizona is subject to all applicable state and local transaction privilege taxes. Transaction privilege taxes apply to the sale and are the responsibility of the seller to remit. Failure to collect such taxes from the buyer does not relieve the seller from its obligation to remit taxes. 4.3.3. Tax Indemnification. Contractor and all subcontractors shall pay all Federal, state and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require all subcontractors to hold the State harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or state and local laws and regulations and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security and Worker’s Compensation. 4.3.4. IRS W9 Form. In order to receive payment the Contractor shall have a current I.R.S. W9 Form on file with the State of Arizona, unless not required by law. 4.4. Availability of Funds for the Next State fiscal year. Funds may not presently be available for performance under this Contract beyond the current state fiscal year. No legal liability on the part of the State for any payment may arise under this Contract beyond the current state fiscal year until funds are made available for performance of this Contract. 4.5. Availability of Funds for the current State fiscal year. Should the State Legislature enter back into session and reduce the appropriations or for any reason and these goods or services are not funded, the State may take any of the following actions: 4.5.1. Accept a decrease in price offered by the contractor; 4.5.2. Cancel the Contract; or 4.5.3. Cancel the contract and re-solicit the requirements. 5. Contract Changes 5.1. Amendments. This Contract is issued under the authority of the Procurement Officer who signed this Contract. The Contract may be modified only through a Contract Amendment within the scope of the Contract. Changes to the Contract, including the addition of work or materials, the revision of payment terms, or the substitution of work or materials, directed by a person who is 4.B.e Packet Pg. 106 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 4: Lead State (ARIZONA) Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 54 | Page not specifically authorized by the procurement officer in writing or made unilaterally by the Contractor are violations of the Contract and of applicable law. Such changes, including unauthorized written Contract Amendments shall be void and without effect, and the Contractor shall not be entitled to any claim under this Contract based on those changes. 5.2. Subcontracts. The Contractor shall not enter into any Subcontract under this Contract for the performance of this contract without the advance written approval of the Procurement Officer. The Contractor shall clearly list any proposed subcontractors and the subcontractor’s proposed responsibilities. The Subcontract shall incorporate by reference the terms and conditions of this Contract. 5.3. Assignment and Delegation. The Contractor shall not assign any right nor delegate any duty under this Contract without the prior written approval of the Procurement Officer. The State shall not unreasonably withhold approval. 6. Risk and Liability 6.1. Risk of Loss: The Contractor shall bear all loss of conforming material covered under this Contract until received by authorized personnel at the location designated in the purchase order or Contract. Mere receipt does not constitute final acceptance. The risk of loss for nonconforming materials shall remain with the Contractor regardless of receipt. 6.2. Indemnification 6.2.1. Contractor/Vendor Indemnification (Not Public Agency) The parties to this contract agree that the State of Arizona, its departments, agencies, boards and commissions shall be indemnified and held harmless by the contractor for the vicarious liability of the State as a result of entering into this contract. However, the parties further agree that the State of Arizona, its departments, agencies, boards and commissions shall be responsible for its own negligence. Each party to this contract is responsible for its own negligence. 6.2.2. Public Agency Language Only Each party (as 'indemnitor') agrees to indemnify, defend, and hold harmless the other party (as 'indemnitee') from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively referred to as 'claims') arising out of bodily injury of any person (including death) or property damage but only to the extent that such claims which result in vicarious/derivative liability to the indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of the indemnitor, its officers, officials, agents, employees, or volunteers." 6.3. Indemnification - Patent and Copyright. The Contractor shall indemnify and hold harmless the State against any liability, including costs and expenses, for infringement of any patent, trademark or copyright arising out of Contract performance or use by the State of materials furnished or work performed under this Contract. The State shall reasonably notify the Contractor of any claim for which it may be liable under this paragraph. If the contractor is insured pursuant to A.R.S. § 41-621 and § 35-154, this section shall not apply. 6.4. Force Majeure. 6.4.1 Except for payment of sums due, neither party shall be liable to the other nor deemed in 4.B.e Packet Pg. 107 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 4: Lead State (ARIZONA) Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 55 | Page default under this Contract if and to the extent that such party’s performance of this Contract is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the party affected and occurs without its fault or negligence. Without limiting the foregoing, force majeure includes acts of God; acts of the public enemy; war; riots; strikes; mobilization; labor disputes; civil disorders; fire; flood; lockouts; injunctions-intervention-acts; or failures or refusals to act by government authority; and other similar occurrences beyond the control of the party declaring force majeure which such party is unable to prevent by exercising reasonable diligence. 6.4.2. Force Majeure shall not include the following occurrences: 6.4.2.1. Late delivery of equipment or materials caused by congestion at a manufacturer’s plant or elsewhere, or an oversold condition of the market; 6.4.2.2. Late performance by a subcontractor unless the delay arises out of a force majeure occurrence in accordance with this force majeure term and condition; or 6.4.2.3. Inability of either the Contractor or any subcontractor to acquire or maintain any required insurance, bonds, licenses or permits. 6.4.3. If either party is delayed at any time in the progress of the work by force majeure, the delayed party shall notify the other party in writing of such delay, as soon as is practicable and no later than the following working day, of the commencement thereof and shall specify the causes of such delay in such notice. Such notice shall be delivered or mailed certified-return receipt and shall make a specific reference to this article, thereby invoking its provisions. The delayed party shall cause such delay to cease as soon as practicable and shall notify the other party in writing when it has done so. The time of completion shall be extended by Contract Amendment for a period of time equal to the time that results or effects of such delay prevent the delayed party from performing in accordance with this Contract. 6.4.4. Any delay or failure in performance by either party hereto shall not constitute default hereunder or give rise to any claim for damages or loss of anticipated profits if, and to the extent that such delay or failure is caused by force majeure. 6.5. Third Party Antitrust Violations. The Contractor assigns to the State any claim for overcharges resulting from antitrust violations to the extent that those violations concern materials or services supplied by third parties to the Contractor, toward fulfillment of this Contract. 7. Warranties 7.1. Liens. The Contractor warrants that the materials supplied under this Contract are free of liens and shall remain free of liens. 7.2. Quality. Unless otherwise modified elsewhere in these terms and conditions, the Contractor warrants that, for one year after acceptance by the State of the materials, they shall be: 7.2.1. Of a quality to pass without objection in the trade under the Contract description; 7.2.2. Fit for the intended purposes for which the materials are used; 7.2.3. Within the variations permitted by the Contract and are of even kind, quantity, and quality within each unit and among all units; 4.B.e Packet Pg. 108 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 4: Lead State (ARIZONA) Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 56 | Page 7.2.4. Adequately contained, packaged and marked as the Contract may require; and 7.2.5. Conform to the written promises or affirmations of fact made by the Contractor. 7.3. Fitness. The Contractor warrants that any material supplied to the State shall fully conform to all requirements of the Contract and all representations of the Contractor, and shall be fit for all purposes and uses required by the Contract. 7.4. Inspection/Testing. The warranties set forth in subparagraphs 7.1 through 7.3 of this paragraph are not affected by inspection or testing of or payment for the materials by the State. 7.5. Compliance With Applicable Laws. The materials and services supplied under this Contract shall comply with all applicable Federal, state and local laws, and the Contractor shall maintain all applicable license and permit requirements. 7.6. Survival of Rights and Obligations after Contract Expiration or Termination. 7.6.1. Contractor's Representations and Warranties. All representations and warranties made by the Contractor under this Contract shall survive the expiration or termination hereof. In addition, the parties hereto acknowledge that pursuant to A.R.S. § 12-510, except as provided in A.R.S. § 12-529, the State is not subject to or barred by any limitations of actions prescribed in A.R.S., Title 12, Chapter 5. 7.6.2. Purchase Orders. The Contractor shall, in accordance with all terms and conditions of the Contract, fully perform and shall be obligated to comply with all purchase orders received by the Contractor prior to the expiration or termination hereof, unless otherwise directed in writing by the Procurement Officer, including, without limitation, all purchase orders received prior to but not fully performed and satisfied at the expiration or termination of this Contract. 8. State's Contractual Remedies 8.1. Right to Assurance. If the State in good faith has reason to believe that the Contractor does not intend to, or is unable to perform or continue performing under this Contract, the Procurement Officer may demand in writing that the Contractor give a written assurance of intent to perform. Failure by the Contractor to provide written assurance within the number of Days specified in the demand may, at the State’s option, be the basis for terminating the Contract under the Uniform Terms and Conditions or other rights and remedies available by law or provided by the contract. 8.2. Stop Work Order. 8.2.1. The State may, at any time, by written order to the Contractor, require the Contractor to stop all or any part, of the work called for by this Contract for period(s) of days indicated by the State after the order is delivered to the Contractor. The order shall be specifically identified as a stop work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. 8.2.2. If a stop work order issued under this clause is canceled or the period of the order or any extension expires, the Contractor shall resume work. The Procurement Officer shall make an equitable adjustment in the delivery schedule or Contract price, or both, and 4.B.e Packet Pg. 109 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 4: Lead State (ARIZONA) Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 57 | Page the Contract shall be amended in writing accordingly. 8.3. Non-exclusive Remedies. The rights and the remedies of the State under this Contract are not exclusive. 8.4. Nonconforming Tender. Materials or services supplied under this Contract shall fully comply with the Contract. The delivery of materials or services or a portion of the materials or services that do not fully comply constitutes a breach of contract. On delivery of nonconforming materials or services, the State may terminate the Contract for default under applicable termination clauses in the Contract, exercise any of its rights and remedies under the Uniform Commercial Code, or pursue any other right or remedy available to it. 8.5. Right of Offset. The State shall be entitled to offset against any sums due the Contractor, any expenses or costs incurred by the State, or damages assessed by the State concerning the Contractor’s non-conforming performance or failure to perform the Contract, including expenses, costs and damages described in the Uniform Terms and Conditions. 9. Contract Termination 9.1. Cancellation for Conflict of Interest. Pursuant to A.R.S. § 38-511, the State may cancel this Contract within three (3) years after Contract execution without penalty or further obligation if any person significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the State is or becomes at any time while the Contract or an extension of the Contract is in effect an employee of or a consultant to any other party to this Contract with respect to the subject matter of the Contract. The cancellation shall be effective when the Contractor receives written notice of the cancellation unless the notice specifies a later time. If the Contractor is a political subdivision of the State, it may also cancel this Contract as provided in A.R.S. § 38-511. 9.2. Gratuities. The State may, by written notice, terminate this Contract, in whole or in part, if the State determines that employment or a Gratuity was offered or made by the Contractor or a representative of the Contractor to any officer or employee of the State for the purpose of influencing the outcome of the procurement or securing the Contract, an amendment to the Contract, or favorable treatment concerning the Contract, including the making of any determination or decision about contract performance. The State, in addition to any other rights or remedies, shall be entitled to recover exemplary damages in the amount of three times the value of the Gratuity offered by the Contractor. 9.3. Suspension or Debarment. The State may, by written notice to the Contractor, immediately terminate this Contract if the State determines that the Contractor has been debarred, suspended or otherwise lawfully prohibited from participating in any public procurement activity, including but not limited to, being disapproved as a subcontractor of any public procurement unit or other governmental body. Submittal of an offer or execution of a contract shall attest that the contractor is not currently suspended or debarred. If the contractor becomes suspended or debarred, the contractor shall immediately notify the State. 9.4. Termination for Convenience. The State reserves the right to terminate the Contract, in whole or in part at any time when in the best interest of the State, without penalty or recourse. Upon receipt of the written notice, the Contractor shall stop all work, as directed in the notice, notify all subcontractors of the effective date of the termination and minimize all further costs to the State. In the event of termination under this paragraph, all documents, data and reports prepared by 4.B.e Packet Pg. 110 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Master Agreement Section 4: Lead State (ARIZONA) Terms and Conditions State of Arizona State Procurement Office 100 North 15th Avenue, Suite 201 Phoenix, AZ 85007 Contract No: ADSPO16-130653 Description: Software Value-Added Reseller (SVAR) Services 58 | Page the Contractor under the Contract shall become the property of and be delivered to the State upon demand. The Contractor shall be entitled to receive just and equitable compensation for work in progress, work completed and materials accepted before the effective date of the termination. The cost principles and procedures provided in A.A.C. R2-7-701 shall apply. 9.5. Termination for Default. 9.5.1. In addition to the rights reserved in the contract, the State may terminate the Contract in whole or in part due to the failure of the Contractor to comply with any term or condition of the Contract, to acquire and maintain all required insurance policies, bonds, licenses and permits, or to make satisfactory progress in performing the Contract. The Procurement Officer shall provide written notice of the termination and the reasons for it to the Contractor. 9.5.2. Upon termination under this paragraph, all goods, materials, documents, data and reports prepared by the Contractor under the Contract shall become the property of and be delivered to the State on demand. 9.5.3. The State may, upon termination of this Contract, procure, on terms and in the manner that it deems appropriate, materials or services to replace those under this Contract. The Contractor shall be liable to the State for any excess costs incurred by the State in procuring materials or services in substitution for those due from the Contractor. 9.6. Continuation of Performance Through Termination. The Contractor shall continue to perform, in accordance with the requirements of the Contract, up to the date of termination, as directed in the termination notice. 10. Contract Claims All contract claims or controversies under this Contract shall be resolved according to A.R.S. Title 41, Chapter 23, Article 9, and rules adopted thereunder. 11. Arbitration The parties to this Contract agree to resolve all disputes arising out of or relating to this contract through arbitration, after exhausting applicable administrative review, to the extent required by A.R.S. § 12-1518, except as may be required by other applicable statutes (Title 41). 12. Comments Welcome The State Procurement Office periodically reviews the Uniform Terms and Conditions and welcomes any comments you may have. Please submit your comments to: State Procurement Administrator, State Procurement Office, 100 North 15th Avenue, Suite 201, Phoenix, Arizona, 85007. 4.B.e Packet Pg. 111 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Solution for: Missy Mudry State of Arizona, 100 N. 15th Avenue, Suite 201 Phoenix, Arizona 85007 Phone: 602.542.9125 MISSY.MUDRY@AZDOA.GOV Presented By: En Pointe Technologies Sales, LLC 1940 E. Mariposa Ave El Segundo, CA 90245 Tel: (310) 337-5200 Website: www.enpointe.com Contact: Imran Yunus Director of Government Sales Office Phone: 310-337-5908 Email: iyunus@enpointe.com Date: December 17, 2015 Request for Proposal ADSP0 16-00005829 NASPO ValuePoint Master Agreement for Software Value Added Reseller Services Attachment A 4.B.e Packet Pg. 112 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) NASPO ValuePoint Master Agreement for Software Value-Added Reseller (SVAR) Services Corporate Office: (310) 337-5200 | www.enpointe.com 1940 E. Mariposa Ave, El Segundo, CA 90245 i NASPO ValuePoint ADSPO 16-000005829 COVER LETTER NASPO ValuePoint Master Agreement December 17, 2015 Missy Mudry SUBJECT: NASPO ValuePoint Master Agreement for (SVAR) Services En Pointe Technologies Sales, LLC (En Pointe) is pleased to respond to your RFP entitled, “NASPO ValuePointe Master Agreement.” For 21 years En Pointe has grown into a premier Value Added Reseller. In early 2015 we were acquired by, PCM, Inc. a larger publicly traded VAR. This has made us stronger and better able to bring even more services to cooperative contracts such as this Master Agreement. En Pointe is one of the few companies in the country that has national core competencies in each of the four disciplines listed below. Additionally, our ability to leverage spend dollars in these different lines of business helps us add value by providing agnostic, integrated, IT support. With gross annual sales of almost $3 Billion, we are one of the nation's fastest-growing and most established resellers of IT products and services. By participating under this agreement, the NVP participants (NVPP) can make the purchase and management of software licensing easier and more cost effective by working with En Pointe. Our customers enjoy our flexible and robust value-added offerings to make life easier and align themselves with a partner who can best position your agencies for the future. We will outline how our Value-Add under this contract will include: 4.B.e Packet Pg. 113 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) NASPO ValuePoint Master Agreement for Software Value-Added Reseller (SVAR) Services Corporate Office: (310) 337-5200 | www.enpointe.com 1940 E. Mariposa Ave, El Segundo, CA 90245 ii NASPO ValuePoint ADSPO 16-000005829 • Managed On-boarding and Transition from existing contract • eProcurement Online Ordering and Reporting Tool/Customer Website – AccessPointe • Software Asset Management (SAM) Offerings • License Tracking and Consulting • Software Integrator LAR (SLAR) – only MPA Contract holder with this designation • Trained and Dedicated Account Managers • Professional Service Organization that is ready to architect and implement systems that will support licensing models that depend on Cloud or On Premise database storage. If and when reselected, you have our commitment that we will work with you to apply best practices in our partnership, while servicing NASPO ValuePoint Participants to maintain or lower their acquisition costs. Thank you in advance for your consideration. Sincerely, Imran Yunus Director of Government Sales Office Phone: 310-337-5908 Email: iyunus@enpointe.com Note: En Pointe is the incumbent on the NASPO ValuePoint contract and we agree to the requirements set forth in Section 3 Scope of Work and will continue upon award to comply with all requirements in this section. 4.B.e Packet Pg. 114 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) NASPO ValuePoint Master Agreement for Software Value-Added Reseller (SVAR) Services Corporate Office: (310) 337-5200 | www.enpointe.com 1940 E. Mariposa Ave, El Segundo, CA 90245 iii NASPO ValuePoint RFP # ADSPO – 16-00005829 TABLE OF CONTENTS COVER LETTER ........................................................................................................................ i TABLE OF CONTENTS ............................................................................................................ iii Attachment A ........................................................................................................................ 1 4.B.e Packet Pg. 115 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 1 NASPO ValuePoint RFP # ADSPO – 16-00005829 ATTACHMENT A 1.1. Business Operations 1.1.1. Provide a Brief overview of business operations, with an emphasis on the provision of services as a Software Value-Added Reseller. En Pointe Technologies is a current reseller on several Value Point contracts such as, NASPO ValuePoint Master Agreement for Software Value-Added Reseller (SVAR) Services, HP, Cisco, and EMC. We have upgraded our online system with SciQuest successfully. En Pointe was recently acquired by PCM, Inc. We are now a wholly owned subsidiary of PCM Sales Inc. and our new name is En Pointe Technologies Sales LLC. This change took effect April 1, 2015 but we have been in business for over 22 years. En Pointe was founded in 1993, and has two decades of experience as a Value Added Reseller. En Pointe, and PCM have strategically joined forces, are now one of the premiere Value Added Resellers in the nation, making us the perfect choice as a provider under the NASPO ValuePoint (NVP) cooperative agreement. En Pointe Public Sector IT En Pointe is a leading provider of Information Technology Products, Security Services and other Public Sector IT Support Services to Government Agencies. Our unique business structure combined with our strong contract management and extensive technical background has enabled us to provide IT equipment and value added services along with the best qualified sales and technical support at the most competitive prices in the business today. Our dedicated Public Sector team is focused on providing infrastructure and foundation solutions for the successful deployment of our Government and Education customer's initiatives in Security, Virtualization, Cloud Computing, Green IT, Classrooms/Learning and more. 4.B.e Packet Pg. 116 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 2 NASPO ValuePoint RFP # ADSPO – 16-00005829 Purchase products and IT solutions, and take advantage of our easy to use online ordering application, specialized staff, and our competitive government pricing. Our online ordering application makes it easy to purchase products from the NVP contract schedules. Our core technical competencies include system architecture, design, and management from individual notebooks and desktops to the data center and everything in between. As an ISO 9001:2008 registered company, we have built our reputation on quality processes supported by certifications and accreditations at the highest levels with industry partners such as Microsoft, Adobe, Citrix, Novell, Symantec, VMware and many more. We also excel at: • Software Licensing • Digitization, Imaging and Replication • Supply-Chain Management • Asset Management & Tracking • Data Center Consolidation • Server Virtualization • Enterprise Storage • Network Design & Management Both companies combined have over 1,000 technicians and a national network of third party service providers, we can provide pre-sales assessments and post-sales services efficiently to our customers in State, Local and Educational segments. Companywide we hold over 3,000 certifications on manufacturers and product solutions which enable our sales and service teams to effectively support these customers. En Pointe is supported by SAP, and AccessPointe (TM) (an e-procurement application), providing dependable software support for its customer base. En Pointe already services many State and Local Governments: En Pointe has had a focused State Local and Education (SLED) practice with dedicated sales and support personnel who just work with SLED agencies, for the past 20+ years. Please refer to our contract lists in section 3.1.2 below for a list of some of our current government contracts. 4.B.e Packet Pg. 117 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 3 NASPO ValuePoint RFP # ADSPO – 16-00005829 1.1.2. Provide the following information using the format below. Required Information En Pointe Response 1.1.2.1. Offeror’s full legal name En Pointe Technologies Sales, LLC 1.1.2.2. Primary business contact information (name, address, phone number, email address, website) Imran Yunus Director of Government Sales 1940 E. Mariposa Ave, El Segundo, CA 90245 Office Phone: 310-337-5908 iyunus@enpointe.com Website: www.enpointe.com 1.1.2.3. Date Company was established En Pointe was established in 1993 and with our recent acquisition by PCM Sales, Inc. we became En Pointe Technologies Sales, LLC on April 1, 2015. We continue to bring our customers and partners the same high level of service we have for the last 22 years only now we have the added capabilities from the PCM group who have been in business for 28 years. 1.1.2.4. Location where the Offeror is incorporated State of Delaware - 2711 Centerville Road, Suite 400, Wilmington, DE 19808. 1.1.2.5. Ownership structure (public, partnership, subsidiary, etc.) En Pointe Technologies Sales, LLC is a public company wholly owned by PCM Sales Inc.,(NASDQ PCMI). 1.1.2.6. Office location(s) responsible for performance of contract. Include address, contact information. 1940 E. Mariposa Ave, El Segundo, CA 90245, Ph: (310) 337-5200, Fax: (310) 725-5240, Toll Free 800- 800 4214 1.1.2.8. Contact information for the individual who is responsible for any clarifications or discussions regarding the submitted response. Imran Yunus Director of Government Sales Office Phone: 310-337-5908 iyunus@enpointe.com Aaron Rosenberg Vice President of Government Sales 310-337-6118 Ext:5118, ARosenberg@enpointe.com 4.B.e Packet Pg. 118 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 4 NASPO ValuePoint RFP # ADSPO – 16-00005829 1.1.2.7. Organizational chart relevant to Scope of Work of this solicitation. En Pointe SLED Team Aaron Rosenberg VP of Gov. Sales ARosenberg@enpointe.com 310-337 -6118 Ext:5118 Imran Yunus Director Government Sales iyunus@enpointe.com Tel: 310 -337 -5908 Ext: 5908 Kathy Perez VP Business Dev . kperez@enpointe.com Tel: 800-819 -7501 Ext: 5127 Norma Pratt-Munoz ISR Corp. Manager NPratt@enpointe.com 310-337 -5207 Ext. 5207 Herbert Goss Proposal Center Manager hgoss@enpointe.com Tel: 310-337 -5419 Lance Pine Account Executive Lpine@enpointe.com Tel:720 -940-6233 John Gonzalas Account Executive jgonzalas @enpointe.com Tel: 512 -992 -9952 Bill Abrams Account Executive babrams@enpointe.com Tel: 201-707 -6455 Doug Orman Account Executive gorman @enpointe.com Tel: 866 -457-1375 x8459 Moses Garcia Account Executive mgarcia@enpointe.com Tel: 646-688 -4052 Barbara Grossman Account Executive bgrossman@enpointe.com Tel: 866-457 -1377 x8460 Randy Everett Account Executive Reverett@enpointe.com Tel:801-617 -0553 Pat Accimus Account Executive paccimus @enpointe.com Tel: 310-337 -4578 John Monolakis Account Executive JMonolakis@Enpointe.com Tel: 310 -337-4569 Ext. 5568 Donald Born Account Executive DBorn@Enpointe.com Tel: 310 -337-6154 Ext. 5154 Bid Team bidteam @enpointe.com 10+ Team Members Oscar Munoz Account Executive omunoz@enpointe.com Tel: 310 -337-5907 Bob O’Connor Account Executive boconnor @enpointe.com Tel: 310 -337 -5202 Michelle Day-Wirth Account Executive daywirth@enpointe.com Tel: 702-875 -5511 Farid Yaqub Operational Manager fyaqub @enpointe.com Tel: 310 -337 -5200 x2425 NASPO Value Point Inside Support Team 7 Members 4.B.e Packet Pg. 119 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 5 NASPO ValuePoint RFP # ADSPO – 16-00005829 1.2 Key Personnel – Provide the information, using the format below, regarding each Key Personnel for a resultant contract for items 1.2.1 through 1.2.5: En Pointe has an entire team of dedicated professionals ready to continue to support NASPO ValuePoint and we feel the key personnel will encompass the following roles: • Overall Relationship Manager and Executive Contract Director o Ensure the State’s contract needs are met through ongoing quality control processes designed around support, expert account management • An Inside Sales Team to support customers. o Support NVP through the 1-800 toll free number, email and fax for orders, 1quotes, reporting, sending out marketing collateral, etc. • Customer Support Team for order status and pre/post sales o Act as resource to the Account Manager for help with order status. • Hardware support team o Managed the hardware procurement process from order through fulfillment to billing • Software License specialist assigned to support the account team o Managed the publishers and expedite problem resolution. Key Personnel for En Pointe SLED Team 1.2.1 Name 1.2.2 Position/Title And Reporting Responsibilities 1.2.3 Years of industry experience 1.2.4 Years in current position Aaron Rosenberg Vice President, Public Sector 20 1 year Imran Yunus Director – Government Sales 25+ Over 18 years Kathy Perez Vice President Business Development and SLED 25+ Over 19 years Randy Everett Senior Account Executive- Government Sales 32+ 15 years Barb Grossman Account Executive 25+ Over 18 years Doug Orman Account Executive 20+ Over 18 years Bill Abrams Account Executive 20+ 5 years Bob O’Connor Account Executive 27+ 12 years Don Born Account Executive 20+ 15 years John D. Gonzales Account Executive 14+ 1 year 4.B.e Packet Pg. 120 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 6 NASPO ValuePoint RFP # ADSPO – 16-00005829 Lance Pine Account Executive 20+. 13 years Michelle Day-Wirth Account Executive Public Sector 20+ 5 years Oscar Munoz Account Executive 25 20 years Pat Accimus Account Executive 25 Over 4 years Norma Pratt ISR Corporate Manager 25+ 23 Charles Rokosz Inside Sales Rep 25+ 23 Tanya Frantz Inside Sales Rep 20 15 Sergio Garza Inside Sales Rep 20 2 Theresa Herrera Inside Sales Rep 25+ 20 Kathleen Jackson Inside Sales Rep 18 12 Scott Saling Inside Sales Rep 15 8 Eric Sauceda Inside Sales Rep 15 10 Scott Siemsen Inside Sales Rep 21 18 Boston Microsoft Team Software Support 7 Reps 15+ years 15 Portland Inside Sales Team Software Support 8 Reps 10+ Years 10 BDM Software Support 30 Reps 10+ 5 Please see our org charts for Sales Representatives contact information, Brand Managers, and Marketing Support. Also see our Microsoft Team ready to support NASPO ValuePoint: ATTACHMENT A_Qualifications_EnPointe_Microsoft Practice 1.2.6 In addition, provide a brief resume which contains education / credentials / certifications / employment. En Pointe has an experienced and dedicated staff of credentialed employees who have years of experience servicing the SLED marketplace specifically software acquisition services. They are led by Imran Yunus who has been leading the WSCA contracts since its inception. Name Imran Yunus Title Director – Government Sales En Pointe Contact 1940 E. Mariposa El Segundo, CA 90245 Office Phone: 310-337-5908 4.B.e Packet Pg. 121 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 7 NASPO ValuePoint RFP # ADSPO – 16-00005829 Email: iyunus@enpointe.com Summary Over 25 years of sales and sales management experience provides Imran with comprehensive hands-on direct sales experience especially with governmental customers. His customers have purchased at least $1.5M, per month, of technology related products and services over the past 25 years. His customers include the City of Los Angeles, the County of Los Angeles State of California, State of Hawaii, the Los Angeles Department of Water and Power and Los Angeles World Airport Education California State University Fullerton • MS Management Information systems • BS, Business Administration Accomplishments • Managed the City of Los Angles Single source Hardware and Services contract, for all City departments including, LAWA and DWP, for 20 years. • Nominated Supplier of the year by the City of LA and DWP • Qualified for Presidents club for customer satisfaction, for the past 20 years. • Instrumental in winning contracts with County of LA, County of Riverside, City and County of San Francisco, GSA Schedule, several CMAS and SLP contracts with the State of California, LAWA, Port of Los Angeles, LA DWP and many more. • Currently managing one of En Pointe’s most successful team, both in customer satisfaction and sales revenue. • Extremely well respected in the manufacturer community, work very closely with HP, IBM, Lenovo, Cisco Dell, Microsoft and many more. Work Experience En Pointe Technologies Sales, LLC – May 1997 to Current Director of Sales As a team leader Mr. Yunus conceptualizes and guides his sales team to execute innovative and integrated channel marketing programs for all routes to market with identified partners including events, digital marketing, social media, field marketing, media buys, content syndication, etc. He provide strategic marketing direction by engaging with partners to understand business objectives and the ability to use that insight to build and execute marketing plans and strategies focused on qualified pipeline creation. He engage customers and build awareness for En Pointe offerings while generating qualified leads, and driving new business. 4.B.e Packet Pg. 122 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 8 NASPO ValuePoint RFP # ADSPO – 16-00005829 He monitors, analyzes and reports performance against forecasts and past performance. Leverage results to increase success of future marketing programs. He is a master at improving channel partner sales teams’ functionality by developing enablement tools and effective communication methods in multiple geographies. He has led his team the SLED team to year to year growth over the last two decades. NovaQuest Information Systems - March 1992 to May 1997 Sr. Account Executive Sold NovaQuest offerings while managing the sales and service pipeline. Collaborated with company executives, setting product & solution offerings and sales & marketing strategies. Developing and managing new accounts while maintaining and sustaining successful long- term relationships with key decision makers up to and including the “C” level Developing, maintaining, and leveraging strong relationships with OEM Partners and distributors ComputerLand: - December 1982 to February 1992 Account Executive Growth leader in information technology sales. Please refer to our Account Executive Resumes in an attached PDF. Attachment A_Qualificatioins_EnPointe_Keypersonnel_Resumes 1.3 Account Management Team – Provide a description of the responsibilities of the dedicated account management team(s) that would be assigned to each Participating State under resultant contract. Include a description of how the account management structure ensures that service will continue despite vacations, illness, other absences or resignations. CUSTOMER SUPPORT – SERVICE CONTINUATION Account Executives have an entire team backing them up and when one is placed on leave, takes a leave of absences or is sick, their accounts are backed up by fellow account executives and upper management. Our clients are protected from natural disasters and man-made interruptions of business. As shown in the SLED team org chart, Account Executives cover designated states. But each is backed by an Inside Sales Representative who has in-depth knowledge of the states they cover. Thus when an AE is on vacation, normally the ISR will make sure the participating agency remains unaffected. In cases of escalation or very important matters, upper management will fill the shoes of the Account Executive ensuring no lapse in services. Now here’s a description of the responsibilities that our AEs hold: 4.B.e Packet Pg. 123 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 9 NASPO ValuePoint RFP # ADSPO – 16-00005829 Sales Team Our Sled team is made up of professionals who generally have at least 10+ experience in the service of large governmental contracts. They have a deep knowledge base of our offerings and how they can benefit NVP stakeholders. Our Sales Executives are experts at Pre-Sales Support: • Pre-Sales solutions consultations and technology audits • Bid Desk for volume discounts, special pricing, channel promotions, deal registration • Order Management group to make sure your orders are processed efficiently • Credit, Payment and Leasing options • Dedicated Account Executive Team Product Acquisition • Ability to source from 50 warehouses nationwide including our 200,00 sq. ft. warehouse • Drop shipping direct from our partners • Business Direct Site (BD) so you can place orders on-line 24/7 at corporate pricing, track orders, view order history & manage IT purchasing • Flexible payment options including net 30 terms, competitive leasing and vendor promotions • Hard Copy or Verbal Purchase Orders for customer's convenience • Aggressive pricing • Great web sites for content and searching • EPP programs - Thanks to our consumer business Integration Support • Custom Configurations • Upgrades • Asset Tagging • Image Management • All of our technicians are manufacturer certified Deployment Support • Rollout options based on timelines • Bill & Hold service to capitalize on stock & pricing advantages • Multiple shipping methods available based on priority of order • Direct manufacturer relationships and inventory in distribution center allows En Pointe to fulfill 95% of its orders the same day • En Pointe has strategic relationships with all Tier 1 distributors, providing live online procurement. 4.B.e Packet Pg. 124 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 10 NASPO ValuePoint RFP # ADSPO – 16-00005829 o Data collected in real time via, EDI. • Sales teams are linked real-time with these sources enabling us to view and procure constrained products from over $2 billion in channel inventory 4.B.e Packet Pg. 125 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 11 NASPO ValuePoint RFP # ADSPO – 16-00005829 Brand Managers En Pointe also has an incredible team of Brand Managers who have all become subject matter experts in their technology and they are here to support NVP stakeholders helping them to find the correct technology solution for their IT implementations. We also use a knowledgeable Operations Team Marketing Team, Executive Management and Support Team, Licensing Teams, Back Office Support. For every customer facing person at En Pointe there are hundreds of behind the scene professionals who will also be supporting NVP. 4.B.e Packet Pg. 126 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 12 NASPO ValuePoint RFP # ADSPO – 16-00005829 Marketing Team Our marketing team disseminates new product information to NVP Participants via email blasts, while holding webinars for their education. They hold events such as our Tuna Classic (fishing trips), Golf Tour, and En Pointe Film Premiers which are held in conjuncture with En Pointe IT Expo that give publishers a chance to give participants a close-up, hands-on look at the latest technologies. Our sales force is truly a team. Each person is covered by peers, subordinates and upper management when they are absent. Business Continuity - Sick Leave, Maternity Leave, Employee Turnover and Disaster Recovery En Pointe is aware that our customers and partners have an interest in how we are prepared for unexpected interruptions to business operations. En Pointe’s customers depend on us for key infrastructure and productivity products as well as the services required supporting these products. In developing a change in personnel and disaster recovery plans, En Pointe finds it is Anne Wilcox Senior Vice President of Marketing anne.wilcox@pcm.com 310 -354 -5600 x55572 Kiran Kazalbash Copywriter Email: kiran.kazalbash@pcm.com Tel: 310-354-5600 x55709 Shannon Ocampo Content Manager Email: shannon.ocampo@pcm.com Tel: 310-354-5600 x55715 Vishal Naik Director of Internet Marketing Email: vishal.naik @pcm.com Tel: 310-354-5600 x55061 Anthony Layug Vice President of Advertising 310 -354 -5600 x55752 Francisco Favela Graphic Designer Email: francisco .favela@pcm.com Tel: 310-354-5600 x55711 Janine Jensen Sr. Art Director, Advertising Email: janine .jensen@pcm.com Tel:310 -354 -5600 x55728 Holly Wade Marcom Coordinator Email: HWade@Enpointe.com Tel: 310-337-5200 ext 5478 Cacie Johnson Digital Marketing Specialist : cacie.johnson@pcm.com Tel: 310 -354 -5600 x55677 Campaigns director Ashley Brackenbury Marketing Assistant Email: ashley.brackenbury@pcm.c om Tel:310 -354 -5600 x55580 Lisa Siegel ?? Email: lisa.siegel@pcm.com Tel: 310 -337 -6156 Kathy Wise Travel & Events Manager Email:kathy.wise@pcm.com Tel: 614-854-1300 x41036 Molly Phillip Event Coordinator Email:MPhillip@Enpointe.co m Tel:310-337 5211 Ext. 5211 Lisa Estrada Marketing Manager Email:lestrada@enpointe.com Tel:310-337-5243 Ext . 5243 Rey Gonzalez Sr Manager, Business Intelligence Email:reynold.gonzalez@pcm.com Tel:310 -354 -5600 x54066 Marketing Organization Chart 4.B.e Packet Pg. 127 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 13 NASPO ValuePoint RFP # ADSPO – 16-00005829 important to understand the key operations of our systems and facilities and how we can effectively maintain delivery to our customers. First we run our operations on an SAP system housed in our Los Angeles area integration facility. We perform a daily backup of our system and that backup copy is transported off site to a secured facility every evening. Customer orders are processed by En Pointe employees from En Pointe locations around the country. In the event of a major outage which could not have been forecasted (force of nature – earthquake, flood etc.) En Pointe’s service resources have the capability of moving from an automated national dispatch process to a localized manual dispatch process. Our service engineers in the field report through regional service managers. Our sales force is distributed throughout North America and in case one facility goes offline, the workload will be distributed across the remaining branch offices and virtual Account Executives using a combination of our wide area network, local Internet Service Providers (ISPs), our call centers and fax facilities. We have SLAs in place with third party providers [ISPs, telecomm service providers such as AT & T] to ensure business continuity and disaster recovery in the face of a calamity. 1.4 Subcontractors – Provide the following information for items 1.4.1 through 1.4.3, using the format below, for any subcontractors you propose to use. 1.4.1 Name of individual or company; En Pointe will not be using subcontractors to support NASPO ValuePoint participants’ software needs. 1.4.2. Proposed work to be performed; No subcontract work will be performed. 1.4.3 Approximate percentage of work directed to subcontractor relative to total work under a resultant contract; No work will be subcontracted for this opportunity unless we bid on services that our company does not provide directly. In that case we will find a competent subcontractor and negotiate those services at that time. 1.4.4 In addition, provide a brief resume which contains education / credentials / certifications / employment. Not Applicable 4.B.e Packet Pg. 128 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 14 NASPO ValuePoint RFP # ADSPO – 16-00005829 2. Company’s Experience Describe the Offeror’s experience and expertise providing the following services: At a high level the following graphic depicts our portfolio of expertise. 2.1 Account Management (assume ‘accounts’ as equivalent to a state contract, and to using municipality). En Pointe Account Management En Pointe uses a team strategy to ensure that our customers receive the finest customer service available in the United States IT industry. It starts with our upper management who support our dedicated Account Executives. The Account Executives (AE) are your Single Point of Contact so that participants always know who they can turn to for answers. These AEs are supported by an entire Inside Sales Representative Group, Brand Specialists, Marketing Team Members, and Operations Staff. Each one trained to provide specialized support to Local Government, K-12, and Higher Education institution clients for our statewide contracts. En Pointe Account Managers will provide guidance for participants in the following manner. • On-board participants into our backend system. • Get the appropriate contracts signed by all publishers. • Work to ensure we have all proper contract information and that information is ported. • Schedule internal communication will all NVPPs o Ensure all staff members are fully aware of the processes and contracts in place prior to roll out. • Set up end users in the on-line portal AccessPointe. En Pointe will then set up multiple webinar/training sessions to educate end-users on how to use the on-line portal. We will set up bi-weekly meetings for the first ninety days with the head 4.B.e Packet Pg. 129 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 15 NASPO ValuePoint RFP # ADSPO – 16-00005829 of procurement. This will ensure the lines of communication are constantly open during the transition process. During the contract, we will conduct account performance and contractual reviews annually and have quarterly webinar business reviews. En Pointe will also coordinate meetings with publishers to provide product demonstrations and product evaluations. We will consistently communicate the contractual pricing for all volume licensing contracts to all state users. We provide pro-active notifications of renewals and contract expirations as part of our Software Account Management program. We maintain a dedicated renewals team that tracks all expirations, renewals and provides notification to your account management team. 2.2. License Management. Managing software licensing contracts is complex. Each publisher has different programs. Tracking what you bought, what you own, and what you are using can be an overwhelming undertaking for an organization. En Pointe Software Licensing Services eliminates complexity by helping partners manage their publisher relationships. Our Software Licensing Program Includes: • License Program Analysis and Comparisons • Publisher Contract Negotiations • Assistance with License Transfer and Consolidation during M&A's • Compliance Reviews and Audit Consulting • Subscription-based and Ad-Hoc Reporting • Software Asset Management 4.B.e Packet Pg. 130 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 16 NASPO ValuePoint RFP # ADSPO – 16-00005829 Other Licensing Value-adds: In addition to what we believe to be the highest standards of reseller offerings, En Pointe has many key services that may result in a collective cost savings as well as a heightened customer experience: A. Enterprise Agreement Tracking B. Electronic Software Delivery (ESD), Microsoft Products C. AccessPointe, En Pointe’s web portal for purchasing D. Support for Electronic Software Downloads E. License Solutions Provider and other top designations. As an LSP En Pointe has the expertise to go beyond procurement of licenses to provide planning, deployment, full or partial management and retirement of your Microsoft and other Publisher technologies. 2.3 Training En Pointe has many certified service training professionals who are fully authorized to install, upgrade, repair and train on all major publisher partners like Microsoft, Novell, Adobe, Symantec/Veritas, VMWare, EMC, Redhat, IBM, and many more. • On-Site Training - One to one training can be arranged as well as classroom environment training. • Off-Site Training- En Pointe is certified by all major software titles. We can offer off-site training in most software capacity. We have provided training in software to a large number of customers. This training ranged from beginner level end users to high level IT professionals. • Webinar Training: En Pointe has a full team of training personnel who run webinars hosted by top software publishers. We currently provide this training to all NASPO ValuePoint Customers. 2.4 Software Advisement En Pointe has a professional methodology for advidsing our clients on the best practices for software aquisistion, license management and reporting avialble in the market. We also offer world class Software Asset Management services which use the following protocal: 4.B.e Packet Pg. 131 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 17 NASPO ValuePoint RFP # ADSPO – 16-00005829 Software Licensing and Consulting While Volume License agreements lower software asset-management costs significantly and ease compliance worries, some organizations are reluctant to implement them because they can be complex. It is easy to be intimidated by confusing terms and conditions, a plethora of product and purchase options, and ongoing reporting requirements. En Pointe Technologies will work with NVP participants to make sense of their volume license agreements. We deliver cost-effective guidance through contract interpretation, licensing deployment, and comprehensive reporting. First, we review the purchases they have made within the last few years. We examine upcoming projects they are planning, as well as acquisition and divestitures, to predict future needs. Then we look at the licensing programs publishers provide, and decide how to set up each program so that your future purchases will be the most economical as well as fit best into their procurement processes. Our license consulting services include the following: Publisher, Product, and Program Information – En Pointe will proactively deliver key information to help participants make informed decisions. We do this via regularly scheduled executive reviews of their business, product training web casts, on-site visits and meetings with stakeholders and constant communication with vendor product representatives and other En Pointe customer account teams. Program Awareness and Needs Analysis – En Pointe will help NVP participants understand their options for acquiring software based on their business objectives and needs. We strive to be proactive in understanding the customer’s business and technology support plans for the coming quarter and into the following year. Upon analysis of past trends and future plans we can leverage our industry knowledge, vendor relationships and other customer experiences to provide guidance for NVP participants. This consultative approach to our relationship with our clients can be quantified by our impact on customer’s software spend, reducing cost of acquisition and improving service levels. License Program Recommendation and Justification – En Pointe licensing managers and license contract specialists will advise NVP participants on license programs, contract structure, industry trends and strategy. Software Procurement Process Consulting – En Pointe currently provides advice, and will continue to provide advice, on the administrative advantages of licensing programs through customer oriented seminars and discussions. 4.B.e Packet Pg. 132 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 18 NASPO ValuePoint RFP # ADSPO – 16-00005829 Software Licensing Support Client Relationship Management Enterprise Agreement Tracking: En Pointe can offer comprehensive management of contract agreements. Electronic Software Delivery (ESD), Publisher Products: By setting up a secure server at our ISO certified configuration center and delivering software electronically, your organization could be eligible to save significant hard dollars by not having to pay sales tax. Although many of titles are available for download on publishers website, not all are available and new release updates generally run slow (as much as 30 days after release), by utilizing En Pointe ESD, our clients have access to a complete library when needed. Dedicated Account Team with over 25 years of experience: This would ensure the highest level of customer service accompanied with the knowledge to help ensure our clients negotiates a “Best of Class” agreement with Microsoft as well as many other publishers. This also provides redundancy; in the unlikely event we lose one of the members of our team, would experience zero drop-off in service level. Electronic Software Delivery (ESD), other publishers: Today more and more publishers are delivering their software via email with a link to download. Some of the concerns that customers like NVP participants face are the inability for the reseller partner to provide order tracking and delivery management processes to meet their required SLA’s. This is due to the process of customer to reseller ordering where the reseller places the order with the publisher. However, the publisher then sends the download email directly to the customer. En Pointe, as part of our practice, establishes an email alias for customers so that emails from the publisher arrive back to En Pointe. This allows us to manage to the SLA’s agreed to with the customer for all orders and delivery. With En Pointe’s unique offering, you would also receive products with all other pertinent information (PO #, cost center, end user information etc.) to allow proper receipt of product while En Pointe manages the responsibility. This would allow a simpler and more efficient receiving process on all ESD products. Technical Certifications: Although many publishers, Microsoft included, offer the same pricing to all of its LAR’s /ESA’s (currently), our technical certifications afford En Pointe additional discounts and rebates from other publishers that the “software only” companies do not receive. Contract Management - Licensing A true-up analysis as well as volume license agreements are reviewed during client quarterly and annual account reviews. For example, En Pointe has successfully renegotiated a Microsoft Enterprise Agreement after only 1 year which resulted in a $9 million savings for a “major 4.B.e Packet Pg. 133 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 19 NASPO ValuePoint RFP # ADSPO – 16-00005829 computer manufacturer”. This is an important part of the En Pointe commitment that demonstrates proactive client advocacy with proven success. License Compliance Services (LCS) En Pointe’s offers License Compliance Services (LCS) to help our clients gain control of their assets and ensure that adequate processes and best practices are implemented to maintain an accurate asset repository and ensure license compliance. According to Bill Kirwin, vice president and research director for Gartner, nonexistent asset management processes add 7 to 10 percent per year to the total cost of ownership. This can be $560 to $800 per user annually. According to Gartner, the inefficiencies of poor software asset management are even greater. When would License Compliance be of value to NVP participants? • When you negotiate software licenses • When you need to know if users have installed rogue software • When you need to ensure that virus definitions are current • When you need to respond to a software vendor audit • When you plan any sort of deployment • When you acquire a company, or when you're acquired • When you project your IT budget for the next 12 months • When the Helpdesk is resolving user problems • When you need to know if licenses can be harvested instead of purchasing new • When you return assets - recycling licenses from disposed systems reduces new purchases Benefits of implementing En Pointe’s License Compliance Solution Avoid over-purchasing, avoid being out of compliance, or due to a lack of verifiable data, many organizations over-purchase software. Over purchasing wastes limited budget dollars, acts as flag to auditors and is avoidable with the right solution. Improve Compliance Capturing licensing information at the time of purchase and allocation information at the time when the software is installed provides an accurate ownership and allocation database. Reconciling the licensing information with discovery data provides for a "checks and balances" process to ensure data validity for compliance purposes. Generate Accurate Budgets and Forecasts Accurate purchase price information, along with accurate inventory and actual usage information allows IT managers to provide management with accurate cost analysis reports including budgets and forecasts. This information enables the establishment of harvest and re-usage processes resulting in reduced spending (based on actual usage). Improve Help Desk Efficiency According to Gartner, standardizing a company-wide list of software products can reduce the duration and frequency of Help Desk calls by 15%. This also 4.B.e Packet Pg. 134 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 20 NASPO ValuePoint RFP # ADSPO – 16-00005829 serves to improve the efficiency of getting new software and upgrades to users' desktops, making users more efficient. En Pointe’s LCS is comprised of 5 steps, each having key ingredients of people, tools, data and processes: 1. Procurement Control Gaining control of what software is coming into the company is key in getting control of the ever changing environment. Reducing non-standards purchases provides significant resource savings and lowers TCO for assets. Establishing best practices for requests, approvals, fulfillment and retirement will proactively control what enters the environment and how it is supported. Utilizing En Pointe’s e-procurement system, Access Pointe, our customers will have standardized catalogs of “approved” equipment and software to purchase from. Approvals and requests can be managed and clients have access to all purchasing data down to serial number. This data can be easily ported into contract management systems the customer may choose to implement. Those will be discussed in more detail under the Contract Management section. People Involvement of procurement resources along with company compliance on centralized procurement vehicle Tools En Pointe’s Access Point procurement system Data Standardized list of approved products Processes Documented processes around product acquisition as well as configuration and deployment of assets 2. Discovery / Inventory – What’s installed? A strong inventory solution is the epicenter and reliable source of truth for a top caliber asset management initiative. Knowing what you have and where it’s located empowers staff to deploy, manage and secure the infrastructure. Many clients have tools implemented that will provide basic hardware and software inventory. Data from these tools is typically provided for all EXE and COM files located on a system. Some of the more sophisticated tools can sort through the thousands of EXE and COM files and determine which product suites are installed. For example, a discovery tool that provides data that Graph.EXE is loaded on a system is not as valuable as a tool that tells us that Visio Professional 2003 is installed on a system. En Pointe highly recommends a tool that can produce data that closely matches the actual licensing documents. Leading Market tools such as SMS and Altiris are favored by En Pointe 4.B.e Packet Pg. 135 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 21 NASPO ValuePoint RFP # ADSPO – 16-00005829 because of their cost effective features and benefits. However, we do support and review all the other major publishers and solutions. People Involvement from procurement, asset management and IT are required to determine what data will be captured, how it will be distributed and the specifics about tool deployment to the infrastructure. Tools Microsoft SMS and Altiris Inventory Solution are both excellent choices for providing a thorough inventory of both hardware and software in the environment. The tool must have the ability to categorize specific EXE and COM files into known off-the-shelf packages as well as collecting information about custom or specialized software. Additionally, the tool should be well behaved on the network, have flexibility on reporting, address disconnected users and support multiple platforms. Data Data should contain specifics about the system, key user, location, hardware configuration, off-the-shelf software installed and also information about customized software installed. Processes Processes must be documented to address asset retirement, capturing customized information and deployment and maintenance of the inventory system. 3. Application Metering – What’s being used? Organizations increasingly rely on asset management to avoid penalties and comply with organizations such as the Business Software Alliance (BSA). Around the glove, different organizations issue varying guidelines. Compounding this compliance challenge is the variety in licensing models that can be based on per organization size, per named user, per computer, per concurrent user, or other basis. Organizations are gaining awareness about the need to better manage applications, subscriptions and digital property that are paid for, versus installed, versus actually used regularly or needed. Application metering is a valuable component of asset management practices for better managing procurement, compliance, usage, recycling and retiring of licensing and contracts. The motivation to assess “over” or “under” licensing continues to intensify. As IT spending diminished in recent years, software purveyors have stepped up auditing of their customers to generate the needed revenue. People Procurement and Asset Management resources need to determine which applications will be metered. 4.B.e Packet Pg. 136 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 22 NASPO ValuePoint RFP # ADSPO – 16-00005829 Tools Microsoft SMS and Altiris both have the ability to meter applications. The tool must also have the ability to meter specific group so of users as well as the entire environment. Altiris has the ability to deny application usage as well. Data Data will show usage for a given period of time for each application Processes Processes must be documented around setting up a metered application and also removing metering. Additionally, a process should be developed for analyzing metered data with inventory data to determine unused software assets. 4. Contract Management – What have I purchased and what does it entitle me to? Tracking vendor software contracts entails gathering purchasing data, licensing requirements, service agreements, warranties and entitlements. Correlating contract data with actual system inventory provides necessary information to perform the following: • Gap analysis between what is installed and what has been purchased • Re-allocate licenses • Retire assets • Develop vendor negotiation strategies • Eliminate unnecessary maintenance costs associated with underutilized assets • Consolidate contracts • Authorize users for specific licenses • Produce precise reports for software audits • Demonstrate license compliance People Procurement and Asset Management resources Tools Altiris Asset Management Solution Data Purchasing data, contract data, inventory data and metering data are all combined to provide in depth analysis of license compliance and management. Processes Processes must be documented for adding, changing and removing license contracts. Additionally, processes for installing new systems, harvesting licensing, upgrading licenses and renewing contracts must also be documented. 5. Process and Best Practices – How do I manage this in the future? Getting back into compliance is an expensive challenge. Once all the tools and data are in place, keeping compliant is the objective. Gaining consensus around IT processes and policy 4.B.e Packet Pg. 137 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 23 NASPO ValuePoint RFP # ADSPO – 16-00005829 will ensure proper use, configuration and utilization of automated discovery and management tools discussed in steps 1-4. People IT Staff, finance, procurement and asset management Tools Asset tool, procurement processes, Help Desk tool Data Installs, moves, adds and changes Processes Document processes for procuring and receiving product completely through lifecycle until disposal 2.5 Other (specify) Marketing the NASPO ValuePoint contract will one of our most important mission as we explain to participants the various benefits they will enjoy under this Master Agreement. Our Marketing team was shaped and has experience garnered from working as the incumbent on the NASPO ValuePoint contracts. En Pointe has a world-class marketing team that excels in defining market value proposition, identifying target market and creating detailed channel approach along with our seasoned sales experts. Our teams help in lead generation, SEO, trade show presentations, targeted web based 4.B.e Packet Pg. 138 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 24 NASPO ValuePoint RFP # ADSPO – 16-00005829 campaigns, email campaigns, traditional advertising, affiliate marketing, banners, blogs, landing pages, and viral marketing, who can leverage our indirect partner program targeting customers who can benefit from partner program with all our publishers. Personal Sales Calls Our marketing department has a dedicated inside sale force. Announcements En Pointe builds web pages announcing to the participants all the benefits of our NASPO ValuePoint partnership with En Pointe. We currently create these types of webpages for many states such as Alaska, Washington, Hawaii, and many more. En Pointe can design, publish and distribute co-branded state specific landing pages filled with marketing materials within first 90 days. We use these websites to update clients of publisher changes to software, software licensing, program changes, rate increases/decreases, and new offerings. En Pointe has been creating WSCA newsletters under the current contract and we will continue to update and refine our pages to inform participating stakeholders of products and services that may be useful to their institution. Examples of State websites and newsletters: 4.B.e Packet Pg. 139 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 25 NASPO ValuePoint RFP # ADSPO – 16-00005829 Awards En Pointe prides itself on its dedication to service and detail. For example, in addition to winning numerous VAR of Year and Partner of Year awards, En Pointe has been bestowed the honor by Microsoft of winning Award of Operational Excellence an unprecedented seven years in a row. The Operational Excellence award is given to the Microsoft LAR/LSP with exemplary credentials and the demonstrated ability to provide clients value and superior customer service in the complex ecosystem of Microsoft licensing. 4.B.e Packet Pg. 140 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 26 NASPO ValuePoint RFP # ADSPO – 16-00005829 3. Clients 3.1 Provide information on Offeror’s current government client list. Here are examples of some of the states and other government entities in which En Pointe is currently doing software businesses: En Pointe counts the following states as major clients. • State of Hawaii – Current Value Point customer for software, Cisco HP. • State of Missouri - Current Value Point customer for software. • State of Kansas - Current Value Point customer for software. • State of Nevada - Current Value Point customer for software. • State of Alaska - Current Value Point customer for software. • State of Nebraska- Current Value Point customer for software. • State of Minnesota • State of Utah- Current Value Point customer for software, HP, EMC, Cisco. • State of New Jersey • State of Massachusetts • State of Maine • State of North Carolina • State of Vermont • State of New Mexico- Current Value Point customer for software. • State of New York • State of Illinois • State of Rhode Island • State of Florida • State of California- Current Value Point customer for software, HP, EMC, Cisco. We also have many local governments and educational entities as contract holders. • County of Riverside, • City and County of San Francisco • County of Los Angeles • Dade County, Florida- Current Value Point customer for software. • Anne Arundel County, Maryland • Salt Lake City, Utah • Clark County, Nevada • Stanford University • University of Illinois • University of Kentucky • University of Tennessee • Los Angeles World Airports • Sonoma County • Jefferson County School District This is just a short list of the many government contracts En Pointe services. 3.1.1 Explain the services provided to each and how long Offeror has been working with each. En Pointe has worked with Commonwealth of Massachusetts for over 10 years and supplied Software Licensing and Related Services, Hardware, Project Management, Integration, and Maintenance. 4.B.e Packet Pg. 141 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 27 NASPO ValuePoint RFP # ADSPO – 16-00005829 We’ve worked with the State of Vermont, Hawaii, Nevada, New Mexico, Maine, Rhode Island, New Jersey and New York for the last five years supplying software and related services. The State of Minnesota since 1997 helping them procures hardware, software and services. State of Utah since 1998, helping them procures hardware, software and services. State of California since 1998, helping them procures hardware, software and services. One of our earliest clients who still uses our service is the County of Riverside since 1996, helping them procures hardware, software and services. The City and The County of Los Angeles since 1995 helping them procures hardware, software and services. We have such a trusted relationship with the County of Los Angeles that last year we provided them $75 million dollars in Office 365 licensing service saving the county over $2 million dollars. We have also listed the dates of the contacts we hold in the chart below. 3.1.2 List government contracts Offeror has gained over the past three (3) years. Provide an explanation of why Offeror was chosen. The latest government contract we have been added to is ITS-58 under our corporate banner of PCM Sales Inc. The Commonwealth of Massachusetts was seeking a software resellers to provide software (including Software as a Service (“SaaS”)), training, pre-sales assistance, documentation, installation, configuration, maintenance, support, customization and volume license agreement administrations from qualified vendors. We explained to them the benefit of working with our organization now that we had even more resources to devote to the contract and they accepted us onto their contract. The State of Minnesota chose En Pointe Technologies Sales LLC, for the SITE (Seeking IT Expertise) contract # 100848 because we have enjoyed an excellent reputation, backed by outstanding customer service, providing the State of Minnesota with professional, technical expertise from our Primary Vendor contract # 48193 for Enterprise Hardware Software and Services. The extension of our services was deemed a natural fit as it establishes En Pointe as “one-stop-shop,” for the Minnesota SITE participants. 4.B.e Packet Pg. 142 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 28 NASPO ValuePoint RFP # ADSPO – 16-00005829 Below is a table of other relevant contracts we hold: Contract Name Contract Number Products & Services Years of Service State Contracts State of California Microsoft Select SLP-15-70-0171D Microsoft Select ( State and Local ) 3 Years State of California Academic Select SLP-15-70-0171E Microsoft Select Academic - Includes all libraries 10 Years State of California Symantec SLP-15-70-0171G Symantec Licensing 3 years State of California Microsoft Services SLP-15-70-0171F Microsoft Premier Services 10 years State of California Trend Micro SLP-15-70-0005F Trend Micro Software Products 5 Years State of California Adobe SLP-15-70-0171A Adobe Products 1 Year State of California VMware SLP-15-70-0171 B VMWare 3 Years State of California Kronos SLP-15-70-0171C Kronos Products 3 Years State of New Jersey 77562 Software Licensing and Related Services 5 Years State of New York PT66979 Software Licensing and Related Services 5 years State of Minnesota Prime Vendor 48193 Enterprise, Hardware, Software, and Services 15 Years State of Minnesota MSA 902TS Master Services Agreement 10 Years State of Minnesota Aids and Devices 26024 Blind and Low Vision Aids/Devices Including Computer-related hardware and Software 5 Years State of Minnesota Cisco Networking 41728 & 41910 Cisco Networking Equipment 5 Years State of Illinois Symantec Control Compliance Suite CMSI504200 Symantec Products 5 Years Value Point Contracts EMC California, Utah EMC Products 5 years 4.B.e Packet Pg. 143 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 29 NASPO ValuePoint RFP # ADSPO – 16-00005829 State of Minnesota Aids and Devices 97228/97227 HP 5 Years HP Alaska, Hawaii, California, Utah, Missouri HP 5 Years Cisco Hawaii, California Cisco Products 1 Year for Hawaii, 5 Years for Ca. Dell California Dell Products 3 Years Software VAR Contract ADSPO11-00000358-1 Software Value Added Reseller 5 Years States of Alaska, New Mexico, Utah, Missouri, Hawaii, Nebraska, Kansas, California, Philadelphia, Miami-Dade County, Florida, Nevada, Louisiana, Colorado, Ada County Idaho, ADSPO11-00000358-1 Software Value Added Reseller 5 Years L.A. County Contracts L.A. County MA-1640025-1 PC, Peripherals and related services 5 years L.A. County Services MA-IS-1740011-1 Software 5 years L.A. County Cisco MA-IS-1140012-1 Cisco Products 5 years Consolidated Computer Purchase Program MA-IS-1640039-1 Dell PCs 2 years L.A. County Dell MA-IS-1640040-1 Dell Laptops 2 years L.A. County Dell MA-IS-1640026-1 Dell Monitors 5 years L.A. County Microsoft MA-IS-1640028 Microsoft O365 2 Years Other City and County of San Francisco PSC-4062-13/14 Hardware, Software Licensing & related services 10 Years County of Riverside CCISDA Microsoft RIVCO-20420-004-12/16 Microsoft Enterprise Agreement 4 years County of Riverside CCISDA RIVCO-20800-004-12/16 Microsoft Select Plus Agreement 4 years County of Riverside Cisco RIVCO-20420-001 Cisco Products 4 years State of Utah PC Stores MA258 Computer Equipment and related services ( Desktops, laptops, tablets, servers, storage) 9 Years 4.B.e Packet Pg. 144 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 30 NASPO ValuePoint RFP # ADSPO – 16-00005829 Salt Lake City Corp 65-1-03-6798 Computer Equipment and related services ( Desktops, laptops, tablets, servers, storage) 14 Years WSCA Software Value added Reseller MA095 Software Value Added Reseller 5 years EMC MA965 Storage 1 Year HP WSCA Utah HP 14 Years Cisco Utah Networking 1 Year D-link Utah Networking 3 Years 3.1.3 List government contracts Offeror has lost or resigned over the past three (3) years. Provide an explanation of why they were lost or resigned. En Pointe’s award of ITS42 ended upon contract expiration. 3.2 If Offeror has no government clients, note this in your response and answer questions 3.1.1 through 3.1.3 based on non-government clients. En Pointe services many government contracts including several NASPO ValuePoint contracts. Please refer to the chart above in section 3.1.2 for specific details. 4.B.e Packet Pg. 145 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 31 NASPO ValuePoint RFP # ADSPO – 16-00005829 3.3 References – Provide information for three (3) client references that replicate or are similar to the requirements of this solicitation. All references shall be for engagements received and completed within the last five (5) years. The State may, at its sole discretion, contact additional clients not presented as references. Reference information is to be provided using the following table format: Reference Information Client One Client Two Client Three Company Name State of Hawaii State of Utah State of California Type of Contract Product and Services Delivered En Pointe has been a software and services provider to all departments of the State of Hawaii over the past 5 years. Our contract with Hawaii was for 5 years. En Pointe manages several Enterprise software agreements for the state and local agencies, for publishers such as Microsoft, Adobe, IBM and Symantec. En Pointe has delivered, or is in the process of delivering, several IT services projects. This contract is also being utilized by many State and Local agencies in the state of Hawaii. Contract purchases have totaled over $10M per year. En Pointe is a large supplier of license management the State of Utah DOTS where we have worked closely with the State to help optimize their software IT spend with their: • Microsoft EA agreement (Started in 2010) • Microsoft Select Plus agreement (Started in 2010) • Consolidated their Adobe spend into a State wide ETLA • Helped them consolidate their VMware spend into a statewide ELA • Citrix NetScaler • Consolidated their Citrix Go to Meetings contracts in to a more cost efficient single contract • Oracle And all of the other major publishers. En Pointe has been a providing, software and professional services to the State of California – Department of General Services for over 15 years, under multiple contracts. These contracts are available to the department for any of their IT needs. En Pointe currently holds multiple Software contracts with the State of California including Software Value Point agreement. Contact Name, Mailing Address, Phone # Email Address Stanton D. Mato, Purchasing Specialist Corona Ngatuva IT Manager Steve Lower, DGS Program Manager 4.B.e Packet Pg. 146 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 32 NASPO ValuePoint RFP # ADSPO – 16-00005829 11K1 Punchbowl Street Room 416 Honolulu HI, 96813 (808) 586-0566 Stanton.d.mato@hawaii.gov 1 State Office Building, FL6 Salt Lake City Utah, 84114-1203 cngatuva@utah.gov (801) 538-9637 (916) 375-4539 Steve.Lower@dgs.ca.gov 707 Third Street, 2nd Floor West Sacramento, CA 95605-2811 Contract Start and End Date 2010 - 2017 2005 - on going 2010 – on going Contract Value $70M+ $100M+ 75M+ 4.B.e Packet Pg. 147 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 33 NASPO ValuePoint RFP # ADSPO – 16-00005829 4. Financial/Accounting Information and Disclosures 4.1 Offeror must provide evidence of financial stability and capability to fund all cost associated with providing the services through the term of the Contract. The latest two (2) years audited annual financial statement(s), including Total Revenue, Net Income, and Total Assets, must be submitted with the Offeror’s Offer. If audited financial data is unavailable, explain in full the reason and provide latest non-audited financial information to include Balance Sheet, Income Statement, as well as, Statement of Cash flows and Change in Financial position. Include information to attest to the accuracy of the information provided. In 2014, En Pointe produced $900M+ in revenue. We have now joined forces with PCM with the following revenue. Previous Annual Sales: • $1.3B - 2014 • $1.4B - 2013 • $1.4B - 2012 • $1.4B - 2011 • $1.3B - 2010 We are now a public company and our combined revenue and profit makes us even more financially sound to administer this contract. PCM has been in business for 28 years and En Pointe for 23 years which combined is over 50 years of experience. Please see our attached financials. Attachment A_Qualifications_Financials_2013 Attachment A_Qualifications_Financials_2014 4.2 Disclosures – Provide a statement for each item listed below: 4.2.1 Information regarding any irregularities that were discovered in any account maintained by the Offeror on behalf of others. Describe the circumstances and disposition of the irregularities. En Pointe has had no irregularities in accounts maintained by our company. 4.2.2 Full disclosure of any potential conflict of interest, i.e. serving as a member, board member, officer, or having significant financial interest with any company, firm or joint venture with interests in the provision of software. En Pointe has no conflict of interest with this contract. 4.2.3 Whether or not, in the last ten (10) years, the Offeror has filed (or had filed against it) any bankruptcy or insolvency proceeding, whether voluntary or involuntary, or undergone the appointment of a receiver, trustee, or assignee for the benefit of creditors, and if so, an explanation providing relevant details: En Pointe has not been involved in any bankruptcy proceedings. 4.2.4 Whether or not there are any pending Securities Exchange Commission investigations involving the Offeror, and if such are pending or in progress, an explanation providing relevant details and an attached opinion of counsel as to whether the pending investigation(s) may impair the Offeror’s performance in a Contract under this RFP. En Pointe (PCM Sales Inc. our publically traded parent) is not under investigation from the SEC. 4.B.e Packet Pg. 148 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 34 NASPO ValuePoint RFP # ADSPO – 16-00005829 4.2.5 Documenting all open or pending litigation initiated by the Offeror or where the Offeror is a dependent or party in litigation that may have a material impact on Offeror’s ability to deliver the contracted services; No open or pending litigation at this time. 4.2.6 Full disclosure of any public sector contracts terminated for cause or convenience in the past five (5) years. En Pointe has had no public sector contracts terminated in the last five years. 4.B.e Packet Pg. 149 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) AccessPointe Quick Training Guide 4.B.e Packet Pg. 150 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 2 Contents Introduction ........................................................................................................................................................................................ 3 Instructions on how to use the site .................................................................................................................................................... 3 How to obtain a Password .................................................................................................................................................................. 4 How to recover Forgotten Passwords ................................................................................................................................................ 4 How to change your Password ........................................................................................................................................................... 5 How to Place Orders ........................................................................................................................................................................... 6 Product Search ................................................................................................................................................................................ 6 Pin Point search .............................................................................................................................................................................. 6 Search ............................................................................................................................................................................................. 8 Standard and Bundles ..................................................................................................................................................................... 9 Contracts ......................................................................................................................................................................................... 9 Ordering Process ........................................................................................................................................................................... 10 How to Track Orders: ........................................................................................................................................................................ 12 How to obtain Reports ...................................................................................................................................................................... 13 Still Have Questions .......................................................................................................................................................................... 16 4.B.e Packet Pg. 151 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 3 Introduction Access Pointe is an e-procurement application that is designed to lower supply chain cost and add true value to the technology purchasing process. Using this application you can leverage powerful features such as • Catalog Management • Standards/Bundles • Order Tracking • Reports • Software Licensing • Workflow • Real-Time Inventory • Electronic Integration and many more…. Instructions on how to use the site AccessPointe is available over the internet and can be accessed at any time using your favorite Browsers (such as Internet Explorer and Firefox). The link to the site is http://www.accesspointe.com Enter your User ID/Password to log into AccessPointe. You can request an AccessPointe account by sending E -mail to support@enpointe.com 4.B.e Packet Pg. 152 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4 After login, AccessPointe will present you the Dashboard screen. A quick overview of the Dashboard screen is given in the following screenshot. Hovering on “My AccessPointe” will show you all options available. How to obtain a Password To get a new user ID/Password, please send an email to support@enpointe.com. How to recover Forgotten Passwords a) Go to www.accesspointe.com and click on Forgot your password? Click Here link Give details about the last 5 order s placed Shows Account Executive and Sales support team information List all document which needs to approval 4.B.e Packet Pg. 153 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 5 b) On next screen, enter your email address that you had provided us at the time of registration and hit Get Password. c) Password will be sent to your mailbox. How to change your Password Follow these steps to change the Password. a) Click on “My AccessPointe” and select “My Profile” b) On My Profile page click icon to “edit” c) It opens a new screen, please enter your old password and new password and hit icon to “save” 4.B.e Packet Pg. 154 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 6 How to Place Orders Follow these steps to place the order Product Search To place any order the first thing customer looks for is the part which he/she want to order and we provide multiple ways via which you can search the desired part and then place the Order. Pin Point search Place your part number or brief description in the “Search Field”. 4.B.e Packet Pg. 155 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 7 a) Result with brief description. Select the appropriate product from the populated list and click ADD Entering comma “,” at the end of part number returns exact part number only b) Result with control search (W ith Comma “,”) 4.B.e Packet Pg. 156 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 8 Search You can refine your search by using “search” feature available under “My AccessPointe”. Just hover your mouse on “My AccessPointe” and click “Search”. a) It will open following search option page Enter key word Publisher Name, En Pointe Part number Select Manufacturer Select Category, Hardware, software, Software licensing Sort order by Manufacturer, Category, Price and Availability 4.B.e Packet Pg. 157 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 9 Standard and Bundles Click on Standard/Bundles option present under “My AccessPointe” and it will open up the Standards containing parts which are being bought frequently in your company and then you can select the bundle which you want to buy. Each bundle contains parts which enables you to add multiple items in the cart by a single click of a button. Contracts Contracts summary is present under My Contracts panel on Dashboard and the parts present under the contract can be viewed by clicking on to the contract. 4.B.e Packet Pg. 158 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 10 Ordering Process 1. Add Product to your shopping cart by click on Add to Cart button. Once part is added to cart then View cart option shows the price and quantity. You can view your cart by clicking on “View Cart. 2. Make changes in your shopping cart and hit “checkout”. You can skip this page for future order by checking “click here to skip this page in future”. You can change order quantity 4.B.e Packet Pg. 159 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 11 3. Make Create document page gives you option to create My Quote, Requisition and Purchase order. To place order select “Purchase order” and click “Create Document” 4. Purchase order: Following options are available on Purchase order page a) PO/ Number name field that can be used to enter company’s own internal name/ numbers b) Billing: A default billing address always shows. However, you can have multiple billing address and can and can select a desired one by clicking Find button. c) Payment method: You can select your desired payment method i.e. Net Term or Credit card/P-card. d) Shipping: Like billing you can have multiple shipping address added and retrieve and select them by clicking Find button. Also you can add shipping addresses on the fly. e) Shipping instructions: Special instructions and notes field can be used to insert special instructions about shipping f) Notes: Notes can be used to insert any instruction about order. g) Custom Field: Multiple custom fields can be setup on request. Custom field data can help customer managing their internal procurement process for every order they place. h) Item section on Purchase order screen again gives customer a leverage to update order quantity. 4.B.e Packet Pg. 160 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12 i) Save for later: Customer can use “Save for later” option if he/she don’t want to place order. This option moves order on user’s dashboard for future use. How to Track Orders: Orders can be tracked via Order Tracking Module in AccessPointe. 1. Hover mouse on “My AccessPointe” and select “Order Tracking” 4.B.e Packet Pg. 161 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 13 2. Enter the information you have about the order into the Search Term field and hit Enter. Search terms can be keywords such as Part Number, PO Number, Part Description, Brand Name, Zip Code and many more… Please see more instructions on the below screenshot. How to obtain Reports 1. Select Reports under my options to leverage AccessPointe Reporting Engine. 4.B.e Packet Pg. 162 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 14 2. Click on Standard Reports to view all available reports. 3. Choose a Report Type from the list and hit next . 4.B.e Packet Pg. 163 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 15 4. Set parameters for the report a. From Report Product Type drop down you can include/exclude Software licensing or run report for all kind of products. b. Enter or select Date Range using calendar button. Quick Date Selection option is also available. c. Report can be filtered by i. Custom fields ii. Manufacturers/Publishers iii. Software Licensing Product Type (Select Managed Software Licensing from Report Product Type to enable this option) 5. After setting up the criteria using a forementioned options, Click Run this Report to generate the report. Reports are available to download in Excel, HTML and PDF formats. 4.B.e Packet Pg. 164 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 16 Still Have Questions Please contact our Support Team today to schedule a 30 min Walk-through of our state of the art e-Procurement Solution. 4.B.e Packet Pg. 165 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) AccessPointe An e-Procurement Application 4.B.e Packet Pg. 166 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe E-Procurement Overview AccessPointe is a hosted, web based application that provides En Pointe customers an easy to use interface to find, order, and track products through our supply chain. The AccessPointe application was acquired by En Pointe in 2002. It reflects millions of dollars of investment and has been constantly enhanced to provide seamless e‐Procurement to our customers as an En Pointe value-add. This document highlights just a few of the features and capabilities that will simplify the lives of your IT, procurement, and finance departments. We invite you to request a custom demonstration by contacting your En Pointe Account Executive or our AccessPointe support team. Benefits  Increase efficiencies by streamlining business processes and avoiding double entry.  Lower acquisition costs through more strategic sourcing and contract management.  Complement internal procurement, sourcing, and asset management applications.  Reduce infrastructure support costs.  Gain access to information with detailed reporting tools and optimize productivity.  Customize to meet all of your different organization needs, from simple to powerful with the help of our roles and rights based approach. 4.B.e Packet Pg. 167 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe E-Procurement Search Our Search Engine is tailored for the products we sell and can intelligently assist in finding products amongst a catalog of hundreds of thousands of products.  Various Search Methods available – Search by Description, Manufacturer par#, price Range, Category, EP Part# and/or Manufacturer name.  Refine Search Options – Narrow down search and quickly find what you are looking for by utilizing Refine Search. You can refine by Manufacturer/Publisher name, Categories and/or Price range. You can also find promotional, in stock and green products using Search refinement.  View Savings - See your savings instantly! Compare the current market price with En Pointe's price and see how much you are going to save on your purchase.  Internet Buzz - Want to know more about a product? See what other users are saying on YouTube and Digg. Watch videos or read articles to get insight about products without leaving AccessPointe.  Information Icons – These icons make it easy for you to identify products that are in your favorites, Standards and/or software contracts. It also informs when you come across products that were purchased by either you or someone else in your company. Of course, order History will also be available with Price History and Quantity for your past purchases on the product details page.  Syndicated Content – See Technical Specifications of products including Warranty, Videos and articles from Manufacturers and our Partners.  Related Data – Most products will show related accessories, warranties and related products to enhance your online buying experience  Special pricing Indicators – Special bids and promotional pricing indicators help you identify Smart buys along with their expiration dates. 4.B.e Packet Pg. 168 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe E-Procurement Order Tracking En Pointe’s order tracking features provide our customers the needed visibility of the entire procurement process. You now have the more visibility into the entire procurement chain than ever before. Our solution provides:  Comprehensive Search and Refine options to easily find your orders  Order Status at the Line Item level  Invoice Information in PDF format  Real-time shipping status via integration links to all the major courier services  Proof of delivery with Signatures  Links to View Serial and Asset Tag Numbers  Ability to email Tracking Information  Anonymous order Tracking through Fast Track Order Tracking on the Go Type this URL into your phone's browser: m.accesspointe.com and enjoy our first release of AP Mobile 1.0 Beta  Fast Track a specific submitted order without having to login  See Recent Orders placed on AccessPointe with order status / tracking detail  Search for orders through Order Search menu and see order status / tracking detail  View Order status and tracking details for each type of order, including delivery status from shipping companies  Email Order status to your colleagues so that they can see the current order status and get status updates in the future as well  Contact your Rep and inside Sales Team directly using Get Help. 4.B.e Packet Pg. 169 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe E-Procurement Reporting Manage Purchases, save time and take control of your account with AccessPointe’s robust and easy to use Reporting Engine.  Use standard reports for instant access to order and account history.  Summarized and Detailed reports available.  Download reports in your favorite format on your computer or save them in your AccessPointe profile to retrieve them later, as per your convenience.  Ability to apply filter options to pull out only the desired data.  Share reports with your colleagues using Send Email option.  Get your reports in your mailbox using scheduling feature.  Print them instantly without leaving the page.  Customize your report to exclude unwanted columns, if needed  View Comparative Statistics 4.B.e Packet Pg. 170 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe E-Procurement Standards/Bundles Allow us to establish a standards/Bundles solution that is contoured to the needs of your Company or department. This allows you and your staffs to choose, procure, and customize a package that is best suited for each individual yet pre-defined by the Company or department. Ease of procurement is a step away when the products that you need are organized and guaranteed compatible. Its key benefits are:  Create bundles of pre-approved products with dynamic options.  Eliminate maverick buying  Drive down product prices  Lower IT support costs  Set your own Favorite standards  Highly Customizable o Categorize products into categories for easy search o Customize Standard Details and Images o Make parts Mandatory or Optional for purchase o Force quantities of the products o Accommodate Hardware, Software and Services parts in a single bundle o Restrict users to standardized products only so they can only access pre-approved products. o Ability to maintain them on your own 4.B.e Packet Pg. 171 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe E-Procurement Electronic Integration Options En Pointe Technologies offers integration solutions that connect procurement process together across multiple systems. These integrations allow for comprehensive business solutions that reduce manual data entry and increase process efficiencies and reduce margins of errors. We Support And many more… Our Expertise From complex procurement processes to catalog data and reporting integration En Pointe can provide customers integration on many levels. We currently have proven integration with a number of custom customer built applications. Our approach is proven and our expertise is extensive and diverse. We support industry standard protocols: cXML, xCBL, EDI and OCI. Benefits to Buyers  Buyers no longer need to manage catalog content and can view customized products and updated pricing and inventory information  Immediate real-time access to more products and inventory from more suppliers. Our customers can PunchOut to AccessPointe to search for products from En Pointe’s entire distribution channel)  Leverage En Pointe’s domain expertise in the procurement of complex IT products by implementing standardized systems across your organization  View updated product information that includes technical data and images that would be otherwise unavailable in an internal procurement system How it works 4.B.e Packet Pg. 172 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe E-Procurement Software Contracts We understand that Software Contract Management is critical to the success of your organization - Everything needed for advanced contract management is included in AccessPointe, to help cut through the complexity of personalized contracts with numerous publishers.  View only your contracted agreements  View contract details such as contract#, expiration dates and contract status  Automatic updates on year change  Ability to Search within your contracts  Manage contracts from various publishers through a single interface  Robust Microsoft EA module provides you the ability to o View Microsoft EA transactions o Report Software usage o View/Download signed contract and CPS o View Billing Events o Run reports against your EA agreement Workflow Automate your approval process by leveraging our electronic approval routing process based on user defined business rules such as dollar limits. Our workflow engine can support a wide array of corporate approval scenarios. Here is a rundown of its features:  N-tier design - Have as many levels as you want  Control ordering by assigning buying limits to all users to set a threshold for triggering workflow  Supports Workflow approval groups so that approvers can be chosen by individuals when certain approvers are out of the office.  Ability to set Alternate Approver to temporarily forward orders to another approver in the account  Commodity base approvals  Automated Email Notifications to keep everyone posted  Change log to track and view comments and change notes 4.B.e Packet Pg. 173 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe E-Procurement Real Time Inventory With our real-time availability check, you can get inventory updates from all warehouses of the selected source. The location of each warehouse is shown on the map for easy navigation. And yes, we always ship you the products from your nearest warehouse location to minimize your freight cost.  Get up to the second inventory updates  Optimize freight costs  Meet delivery expectations Product Finders Finding a compatible Memory, Cables, Printer, Printer Accessories and Printer supplies can be cumbersome. With our Product finders, you can easily find right products without requiring any Technical knowledge at all.  Intuitive wizard based approach  Always find compatible products for your desktops, laptops, servers, printers, and accessories.  Helps you reduce your cost by reducing the number of returns. 4.B.e Packet Pg. 174 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe E-Procurement Quote from En Pointe Quote from En Pointe feature lets you accept and convert quotes into purchase orders just by a single click. Take advantage of this module and perform all quotes related operations from your AccessPointe account, such as:  View your requested quotes on your AccessPointe Dashboard  Accept & Transfer quotes into orders  Request for more Changes and get updates  Decline quotes and send reasons for rejections to En Pointe Sales team Custom Fields Our application is a complete procurement solution, able to support custom fields such as cost centers, budget codes, and other order entry values that your financial process deem critical for efficient processing of an order. It is flexible to fit around your procurement process.  Utilize as many Custom fields as you choose  Make them mandatory or optional  Custom fields can be textboxes, drop downs and/or text fields.  Ability to map them on invoices (limit applies) 4.B.e Packet Pg. 175 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe E-Procurement Favorites The favorites feature allows you to store any number of products in an easy to find format that allows a convenient way to add them to an order. This feature is ideal for products that are often ordered by you on a regular basis. This feature can be made available to all employees and therefore support very personalized product lists. You can also identify your favorite products while searching products in AccessPointe by utilizing the information icon on Product Details page. My Favorites Dashboard panel allows you to view and add your favorite products as soon as you login. Price Alerts Get notified right away when the price of a certain product drops to or below your desired price point. Enjoy promotions and discounts on products as soon as they are available. 4.B.e Packet Pg. 176 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe E-Procurement Price Audit While we always show you the lowest price on AccessPointe, you might still want to see prices and availability from other distributors. Can’t Find It? En Pointe provides easy tools to help us help you find products, or answer questions. Our “Can’t find it?” wizard will alert our professional support staff when you need help. This “Can’t find it?” prompts the customer to provide a text description of the item they are looking for and how En Pointe can contact them. Our customer support teams are then immediately notified and will provide the customer with the exact information they need. 4.B.e Packet Pg. 177 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe E-Procurement For More Information Send an email to apsupport@enpointe.com to schedule a demo today. Visit www.accesspointe.com to get a sneak peak. See our blogs at www.enpointe.com/blog-tag/accesspointe About En Pointe Technologies En Pointe Technologies is a leading provider of I.T. products and services to organizations nationwide. Our core offerings include hardware/I.T. fulfillment, software licensing management, as well as managed and professional services. This integrated set of solutions is supported by our E- Commerce platform. 4.B.e Packet Pg. 178 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe SLED Resumes 1. Name Aaron Rosenberg Title Vice President, Public Sector En Pointe Contact info 1940 E. Mariposa El Segundo, CA 90245 (310) 337-6118 arosenberg@enpointe.com Summary Mr. Rosenberg is responsible to leading En Pointe’s public sector business across the United States. He has years of demonstrated success for growing companies in all stages of organizational life cycle and all phases of maturation with a strict focus on sustaining strong revenue growth. Companies have averaged a 5-year revenue CAGR in excess of 40% and EBITDA of 45%. Track record of growing revenues from start-up to an excess of $250M in annual recurring revenue, achieving an enterprise value in excess of $400M. Developed sales, business development, channel development, account management, marketing and legislative affairs teams responsible for delivering over $1B in contracted revenue in software, SaaS and professional services. Skills Inventory • Working with Leadership team to build & provide strategic sales and marketing leadership. • Uncover and develop new market opportunities for revenue growth. • Identify strategies to help achieve SLED-centric client goals to build top-line service models. • Demonstrate effectiveness in developing new business and maintaining existing business through ongoing successful sales and marketing tactics, but also as a result of personal relationships with clients. • Provide clear direction to sales and operations teams in staffing, training, and performance accountability. • Manages process issues, personnel issues, and strategic growth across accounts with other groups. Certifications • Completed courses and certifications by the California Legislative Ethics Committees in ethics and laws relating to lobbying. Work Experience • 20 years servicing the public sector, including Federal, State & Local agencies • Managing a $250M P&L • Supported over 1000 public sector procurements • Delivering over $1B in public sector contracts • 20 years in Information Technology and IT procurement • Maintained leaderships positions with organizations such as PricewaterhouseCoopers, Globanet, Bravo Solutions & Apria Healthcare Member of the Advisory Board GovAxon January 2011 – Present (4 years 11 months) 4.B.e Packet Pg. 179 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe SLED Resumes 2. SVP WW Sales & Marketing Globanet December 2013 – April 2015 (1 year 5 months) Greater Los Angeles Area Advisor & VP of Sales Junar January 2012 – December 2013 (2 years) Greater Silicon Valley Area EVP WW Business Development & Customer Success RHL May 2008 – January 2012 (3 years 9 months) VP, America's Theater Traffic Safety Systems Ltd March 2003 – May 2008 (5 years 3 months) Director of Business Development BravoSolution January 2001 – March 2003 (2 years 3 months) San Francisco Bay Area Senior Consultant PwC May 1997 – February 2001 (3 years 10 months) Manager of Compliance and Corporate Development Apria Healthcare February 1994 – March 1997 (3 years 2 months) Orange County, California Area Aaron Rosenberg is responsible to leading En Pointe’s public sector team and driving growth across the US marketplace Aaron has spent nearly two decades serving the public sector and has directly worked with 100s of Federal, State and Local agencies. Prior to En Pointe, Aaron served as the Senior Vice President of Worldwide Sales for Globanet, a global leader in information management and social media governance. Prior to Globanet, Aaron served as corporate advisor and executive with Junar, a pioneer in cloud-based Open Data platforms. Aaron has managed P&Ls of $250M and has run global sales, business development, marketing, government relations and customer acquisition teams. He has held senior positions with leading IT consultancies and holding companies like PricewaterhouseCoopers and Internet Capital Group. Aaron has managed relationships with large software publishers like SAP and Oracle, and has directly managed large-scale technology programs with both public sector and commercial clients like Disney and the US Department of Homeland Security. Aaron holds an undergraduate degree from University of California, Santa Barbara and graduate degrees from Pepperdine University and CSPP. 4.B.e Packet Pg. 180 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe SLED Resumes 3. Name Kathy Perez Title Vice President Business Development and SLED En Pointe Contact 16478 Eugenia Way Los Gatos, CA 95030 kperez@enpointe.com O-800-819-7501 C-408-221-4099 Summary Solution Selling, Business Development, Cloud Computing, SaaS, Sales, Enterprise Software Channel Partners, Account Management, Direct Sales, Salesforce.com Education San Jose State University Master of Business Administration (MBA) 1985 – 1986 University of the Pacific BME, Music 1976 – 1980 Work Experience En Pointe Technologies Executive Director IBM/VP Sales 01/1996 to Present • General contract ownership and client management support for Commercial and Government accounts. • Provide team management and direction for IBM Global Services including external clients and acquisition accounts. • Work closely with client teams and required En Pointe departments to define business requirements and establish seamless processes to meet mutual cost savings and efficiency objectives. • Negotiate with vendors on price, terms and conditions to ensure competitive terms and establish Special Bid prices with manufacturers. • Provide regular review through Quarterly Business Reviews, (QBR), report data and report card scores. Identify customer issues followed by resolution plan to increase customer satisfaction. • Maintain close communication with Customer Executive Management. 4.B.e Packet Pg. 181 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe SLED Resumes 4. Senior Account Executive/ Enterprise Accounts 060/1993 to 12/1995 • Responsible for the management, development and profitability of commercial accounts throughout US. • Responsible for all enterprise companies. • Focus on Account penetration and establishing eProcurement solution with Top 10 company accounts. • Supervised and trained dedicated sales teams including Field Sales and Inside Sales. • Implement Life Cycle Management solutions for all Hardware and Software sales to ensure maximum benefit to customer. • Successfully grew account base to excess of $150 million in annual sales. ComputerLand 50 Park Ave. San Jose, CA 95117 Field Sales Representative 10/1984 to 05/1993 • Direct sales to Fortune 1000 Companies in Silicon Valley. • Focused solution sales for infrastructure and end user hardware and software. • Major initiative to ensure Company IT standards within account base for cost and maintenance. • Timely resolution to customer problems and regular communication. • Provided optimal levels of support to a diverse clientele. 4.B.e Packet Pg. 182 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe SLED Resumes 5. Name Imran Yunus Title Director – Government Sales En Pointe Contact 1940 E. Mariposa El Segundo, CA 90245 Office Phone: 310-337-5908 Ext: 5908 Email: iyunus@enpointe.com Summary Over 25 years of sales and sales management experience provides Imran with comprehensive hands-on direct sales experience especially with governmental customers. His customers have purchased at least $1.5M, per month, of technology related products and services over the past 25 years. His customers include the City of Los Angeles, the County of Los Angeles and the Los Angeles Department of Water and Power and Los Angeles World Airport. Education California State University Fullerton • MS Management Information systems • BS, Business Administration Accomplishments • Managed the City of Los Angles Single Source Hardware and Services contract, for all City departments including, LAWA and DWP, for 20 years. • Nominated Supplier of the year by the City of LA and DWP • Qualified for Presidents club for customer satisfaction, for the past 20 years. • Instrumental in winning contracts with County of LA, County of Riverside, City and County of San Francisco, GSA Schedule, several CMAS and SLP contracts with the State of California, LAWA, Port of Los Angeles, LA DWP and many more. • Currently managing one of En Pointe’s most successful team, both in customer satisfaction and sales revenue. • Extremely well respected in the manufacturer community, work very closely with HP, IBM, Lenovo, Cisco Dell, Microsoft and many more. Work Experience En Pointe Technologies Sales, LLC – May 1997 to Current Director of Sales 4.B.e Packet Pg. 183 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe SLED Resumes 6. As a team leader Mr. Yunus conceptualizes and guides his sales team to execute innovative and integrated channel marketing programs for all routes to market with identified partners including events, digital marketing, social media, field marketing, media buys, content syndication, etc. He provides strategic marketing direction by engaging with partners to understand business objectives and the ability to use that insight to build and execute marketing plans and strategies focused on qualified pipeline creation. He engages customers and build awareness for En Pointe offerings while generating qualified leads, and driving new business. He monitors, analyzes and reports performance against forecasts and past performance. Leverage results to increase success of future marketing programs. He is a master at improving channel partner sales teams’ functionality by developing enablement tools and effective communication methods in multiple geographies. He has led his team the SLED team to year to year growth over the last two decades. NovaQuest Information Systems - March 1992 to May 1997 Sr. Account Executive Sold NovaQuest offerings while managing the sales and service pipeling. Collaborated with company executives, setting product & solution offerings and sales & marketing strategies. Developing and managing new accounts while maintaining and sustaining successful long-term relationships with key decision makers up to and including the “C” level. Developing, maintaining, and leveraging strong relationships with OEM Partners and distributors. ComputerLand: - December 1982 to February 1992 Account Executive Growth leader in information technology sales. 4.B.e Packet Pg. 184 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe SLED Resumes 7. Name Randy Everett Title Senior Account Executive- Government Sales En Pointe Contact Salt Lake City 801-617-0553 reverett@enpointe.com Summary Over 32 years of sales and sales management experience provides Randy with comprehensive hands-on direct sales experience especially with governmental customers in the State of Utah. Accomplishments • Managed the Salt Lake City Single Source Hardware, Software and Services contract, for all City Departments Public Safety, Mayors Office for 19 years. • Instrumental in winning contracts with State of Utah, Salt Lake County, Salt Lake City. • Worked closely with HP, IBM, Panasonic, Lenovo, Cisco Dell, Microsoft and many more for over 30 years. Work Experience En Pointe Technologies Sales, LLC - Oct 2001 to Current Senior Account Executive En Pointe provides computer hardware and software licensing products as well as a full range of I.T. services. We are the trusted advisor to thousands of I.T. organizations nationwide, including commercial enterprises, government agencies, and educational institutions. En Pointe is an experienced value-added reseller that provides its customers with complete technology solutions, including: Direct online access to an inventory of over $2 billion of mainstream PC hardware, office supplies, peripherals, accessories, and software Real-time links to more than 40 supplier warehouses nationwide Optimized shipping via dozens of distribution points Dedicated account management and support teams The Electroregeneration Society - Jan 2009-Jan 2012 Chief Operation Officer The Electroregeneration Society enriches lives through affordable access to technology by repurposing electronics, supporting technology education and developing community partnerships. 4.B.e Packet Pg. 185 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe SLED Resumes 8. This is a Non-profit that I sat on the board of directors as the COO and the treasurer. Our three main goals are: 1. To keep as much electronic waste out of the landfills as possible, by refurbishing it if possible and responsibly recycling if not. 2. To place the refurbished equipment with non-profits in the state of Utah so that they will be able to enrich others lives with affordable access to technology. 3. Develop community partnerships with the IT community, to support the IT needs of non- profits. Uintah Business Systems - January 1996 to July 2001 Connecting Point/Softshop - December 1983 to January 1996 Manager 4.B.e Packet Pg. 186 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe SLED Resumes 9. Name Michelle Day-Wirth Title Account Executive Public Sector En Pointe Contact info Mday-wirth@enpointe.com Office 310-337-5299 / Mobile 702-875-5511 Summary Passionate sales professional with long-term experience selling technology solutions (software, hardware, professional services) and building customer loyalty. Excited to help customers drive results through innovation and change. Skills Inventory Sold leading technology solutions to Education (K-12 and Higher Ed), State and Local Government, and Healthcare customers for 20+ years. Managed ValuePoint software agreements for State of Nevada and New Mexico for past 2 ½ years. Championed and managed complex sales strategies and projects (server and desktop virtualization, server consolidation, data management, Microsoft infrastructure, and IT security initiatives) while engaging internal teams, customer teams and manufacturer resources throughout the process. Sold at senior/executive C levels and assisted customers with ROI and TCO benefits to help solve their business problems and support their vision. Managed hardware and software contracts for 5th largest school district for 20 years. Excited to learn and represent new technologies that can help customers and drive results through innovation and change. Certifications CA Technologies Mobile Device Management HDS (Storage) Sales Qualified Professional Microsoft Sales Competency Assessment for Systems Management Microsoft Sales Competency Assessment for Server Platforms Symantec Sales Expert Data Loss Prevention VMWare Sales Professional VSP5.5 VMware Sales Solutiontrack – Disaster Recovery 4.B.e Packet Pg. 187 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe SLED Resumes 10. VMWare Desktop Virtualization Sales VMWare Infrastructure VirtualizationSales Work Experience  En Pointe Technologies, El Segundo, CA, December 2011 – current Account Executive Public Sector Emphasis on selling core solutions and professional services around Modern Data Center/Cloud Infrastructure, Messaging and Collaboration, IT Security, Systems and Storage, Systems and Service Management Networking and Communications  Zunesis, Las Vegas, NV, December 2008 – April 2011 Senior Account Manager Sold IT infrastructure solutions and professional services to Public Sector, Education and Commercial Accounts. Helped define business strategy (sales strategy, marketing strategy, solutions focus) for sales district. Coordinated resources and personnel to support this strategy while leveraging team members’ strengths and talents. Specializations and Training HP Selling Strategies for Storage and Server Solutions Workshop Hewlett Packard ERATE training HP/Barry Rhein Associates – Selling through Curiosity Microsoft/SPI Solution Selling Xerox Peak Advanced Solutions – Docushare Sales Training 4.B.e Packet Pg. 188 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe SLED Resumes 11. Name John D. Gonzales Title Account Executive En Pointe Contact 1613 Rusty Nail Loop Round Rock, Texas 78681 (512) 992-9952 JohnGonzales@Enpointe.com Summary • Highly motivated, ambitious, and results-oriented professional with a broad background in senior level sales positions. • Outstanding communication, presentation, and negotiation skills. • Excellent analytical, decision-making, and problem-solving abilities. • Successful in building long-term business relationships, and establishing an exceptional rapport with individuals on all levels. • Enthusiastic leader with the ability to supervise, train, and coach others in fast paced team environments. • Strong organizational and time management skills with attention to detail. Education TEXAS TECH UNIVERSITY, Lubbock, Texas Coursework in Civil Engineering and Political Science, Dean’s List Work Experience En Pointe Technologies Account Executive - 2015 to Present • Manages SLED opportunities in Texas. ENTEGRA TECHNOLOGIES, INC., Austin, Texas General Manager – U.S. Defense & Government Programs • Managed Federal Civilian, State & Local Government, & DoD accounts • Supervised 6 direct reports & a vertical specific marketing team • Developed market specific product with lead engineer • Worked closely with the Board of Directors & Investment group to educate the team on government business & sales strategies • Met with C-Level management teams across all government verticals XPLORE TECHNOLOGIES, INC., Austin, Texas Director of Sales – U.S. Department of Defense • Managed all Federal Civilian & DoD accounts, globally 4.B.e Packet Pg. 189 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe SLED Resumes 12. • Closed the single largest project in the history of the company, Army PM UAS • (Unmanned Aerial Systems) totaling more than $18m. • Worked closely with the VP of Engineering & lead mechanical engineer to develop custom solutions for the advanced warfighter. • Planned & implemented annual budgets for the entire Fed team. • Accurately set quotas & expectations along with the executive team. • 2010 - 2011 DELL, INC., Round Rock, Texas Rugged Solutions Account Executive, Federal – U.S. Department of Defense • Managed U.S. Navy, USMC, & U.S. Air Force accounts • Served as technical subject matter rugged solutions expert for all direct DoD account teams. • Grew Dell’s rugged computing by 27% year over year. • On-boarded new partners to complete Dell’s rugged solutions portfolio, including Crystal Rugged Servers, Xplore Rugged Technologies, Two Technologies, & Jericho Defense Systems. • Closed large rugged program contracts for USMC MCHS, U.S. Navy SPAWAR, Scott AFB - AMC, ROVER HQ – Pentagon, U.S Air Force AETC, & U.S. Air Force eTools program. MPC-G, LLC, Austin, Texas Regional Sales Manager, Federal - U.S. Navy (2007-2010) • Managed a $60 million Department of Defense U.S. Navy account, and generated weekly and quarterly forecasts. • Traveled nationwide to attend upper Brass meetings with senior level Naval personnel including Executive Commanding Officers. • Consulted with Civil Service CIO’s, I.T. Directors, Network Managers, Network Engineers, and Network Administrators to determine technology needs. • Collaborated with internal cross functional teams to sell all lines of business with an emphasis on storage servers (MPC-G, Hewlett Packard, and Hitachi). • Managed the U.S. Navy’s “Fast Attack” submarine rugged computing re-outfit ($27 million contract). Account Executive, Healthcare - promoted within nine months (2007) • Consistently exceeded sales goals in the South Central U.S. region. • Developed healthcare accounts including Christus Healthcare System, Children’s Medical Hospital of Dallas, Doctors Hospital, Lubbock Heart Hospital, and Seton Medical Center. • Managed the “Touch Screen All in One PC Offering”, and developed storage solutions to meet customers’ needs. DELL, INC., Round Rock, Texas Account Manager, Federal • Served as a member of Dell’s sales team managing the largest civilian federal account. • Provided technical concept design to one of the nation’s most secure networks. • Involved in winning a blanket purchasing agreement totaling $294 million. • Successfully grew market share by 23%. • Co-developed Dell’s ongoing Vista Imaging Platform in 2006. 4.B.e Packet Pg. 190 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe SLED Resumes 13. Name Pat Accimus Title Account Executive En Pointe Contact paccimus@enpointe.com Tel: 310-337-4578 Summary 25 years of IT Sales experience, specializing in SLED & Government sales. 14 years working for Microsoft. 4 plus years working with the WSCA - Naspo ValuePoint software contract. Covering The State of Alaska and Hawaii. Certs • Microsoft • VMware • IBM • HP 5 Work Experience En Pointe Technologies October 2011 – Present (4 years 3 months) SLED/Federal Account Executive for NW region. En Pointe Technologies is a leading provider of Information Technology Products, Security Services and other Public Sector IT Support Services to SLED Government Agencies. Our unique business structure combined with our strong contract management and extensive technical background has enabled us to provide IT equipment and value added services along with the best qualified sales and technical support at the most competitive prices in the business today. En Pointe’s dedicated Public Sector team is focused on providing infrastructure and foundation solutions for the successful deployment of our Government and Education customer’s initiatives in Security, Virtualization, Cloud Computing, Green IT, Classrooms/Learning and more. Purchase products and IT solutions, and take advantage of our easy to use online ordering application, specialized staff, and our competitive government pricing. Our online ordering application makes it easy to purchase products either from our Contract schedules or alternative COTS products. Microsoft Corporations - Redmond September 1997 – September 2011 (14 years 1 month) Redmond Overarching responsibility for account development and management within the logistically complex and contractually-challenging government/public sector. Charged with building sustainable relationships, interfacing with C-level management, IT Directors and state CIOs to forge new contractual licensing agreements or upgrade existing contracts. Position involved extensive account maintenance, requiring frequent in-person visits with clients. 4.B.e Packet Pg. 191 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe SLED Resumes 14. Coordination of sales strategizing and tactics with field representative and technical specialists. Teamed-up on quarterly in-person sales and upgrade visits to key clients. Recruiting clients' IT Directors to become MS product evangelists within their own organizations, equipping them with the tools and talking points necessary to make the internal sale--a strategy that effectively facilitates completion of transactional and contractual agreements. Continually practices diligent account follow-up. Successful in presenting complex information in relatable terms, particularly as it relates to contractual and compliance adherence issues. Deep understanding of issues unique to government and public sector environments, and frequently negotiates with clients to amend contractual terms to allow the necessary flexibility (including the addition of non-appropriation clauses and good faith opt out clauses, etc.). Inherited lowest revenue territory in FY03, turned around to highest revenue in SLG vertical in only two years, from 68% to 120% attainment and revenue growth of 300%. Other key successes have included exceeding quota six years running with average YOY revenue growth of 15%; FY 07, 08, 09 & 11 winner of top industry vertical unit at Microsoft and member of 15-person team winning ATU district of the year; increasing EA seat coverage by 50,000 desktops in territory with annual revenue stream of $11M. SAS January 1997 – January 2002 (5 years 1 month) In Enterprise and Channel Sales, charged with driving adoption of Microsoft solutions within the "Breadth" account space. Worked closely with a virtual team of resources, partnering with outside sales representative and technical specialist in a consultative, solution-based sales approach. Instrumental in selling clients on a philosophical shift in contractual licensing agreements, from the traditional one-by-one method to the "site license" approach. This allowed far greater simplicity, the blanketing of multiple deals under one contractual umbrella, and ultimately saved clients considerable revenue over five and six-year time frames. Led a 552% growth rate during five-year tenure, from $4.2M to $23.2M revenue. Established self and team as a trusted advisor across the client base, successfully closing 32 Enterprise Agreements and ensuring minimum of 80% accounts covered by Volume Licensing Agreements. SAS INSTITUTE Account Executive SAS January 1995 – January 1997 (2 years 1 month) In a highly competitive market and largest revenue target in Western region (Northwest), responsible for customization and sales of software solutions and consulting packages to prospective and existing accounts. Established impactful, collaborative relationships with clients' key decision makers. Designed, prepared and delivered customer presentations and RFPs. Consistently attained 110% of sales quotas. Led launch and rollout of a new Financial Solutions product line. 4.B.e Packet Pg. 192 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe SLED Resumes 15. Name Oscar Munoz Title Account Executive En Pointe Contact info E-Mail: omunoz@enpointe.com Phone: 310-337-5907 Fax: 310-337-6175 Summary University of California Los Angeles B.S. Physics Skills Inventory Strategy, Professional Services, CRM, Channel Partners, Partner Management, New Business Development, Solution Selling, System Integrators, Cloud Services. Certifications VMWare, Dell, HP, Symantec, EMC Work Experience 1996 – 2015 – En Pointe - Account Executive Led the Los Angeles County team with an emphasis on customer service. Led LA County setting up their employees and family purchasing program. Lead generation across the Southern California. 1991 – 1996 – CompUSA – Account Manager Sold computer systems. 1989 – 1991 – UCLA – Teaching Assistant 1984 – 1989 – Undergraduate studies CSULB Specializations and Training Client Solutions, Networking, Data Center, Virtualization, Security 4.B.e Packet Pg. 193 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe SLED Resumes 16. Name Lance Pine Title Account Executive En Pointe Contact 2175 Willow Lane Lakewood Colorado 80215 (720) 940-6233 lpine@enpointe.com Summary Results oriented sales executive with a proven 20+ year track record selling technology solutions to IT, infrastructure and datacenter decision makers. Experienced in the development and implementation of high impact sales strategies to commercial and public sector clients. Accomplished in developing new regions and jumpstarting static territories. A sales professional who holds himself personally accountable for results. Certs • HP-CISS • HP-3Par • NetApp • VMware-VSP 5.5 Work Experience En Pointe Technologies Senior Account Executive/Regional Manager- Public Sector 2003--PRESENT Responsible for acquiring and managing corporate and public sector accounts in the Rocky Mountain Region. Oversee sales, sales process and sales execution, including customer facing presentations. Negotiated contract with CenturyLink, a fortune 500 company, for IT Products and Services. • Resulting in over $15 million of revenue to date. Negotiated Software Contract with WSCA/NASPO State of Colorado • Awarded $2.1 million project with Jefferson County School District • Coordinated team on $1 million project award from Cherry Creek School District Developed strategies that secured contracts over time with: • BP, First Data Corporation, Ball Corporation, National Institute of Health and General Dynamics. Vendor relationship manager: • HP, HDS, NetApp, Cisco, Dell, Microsoft, VMware and Symantec. 4.B.e Packet Pg. 194 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe SLED Resumes 17. Name Doug Orman Title Account Executive En Pointe Contact dorman@enpointe.com Office: 866-457-1375 Ext.3551 Cell: 763-234-1941 Summary 32 years in sale in IT environment, working all level of management. Account manager in both commercial, public sector and healthcare. Effective communication skills to translate customer needs into service and products solutions. Excellent problem solving and communication skills. Excellent software licensing knowledge with all major publishers. Education Minnesota State University, Mankato BS, Computer Science and Marketing Certs • HP PSG and Enterprise product • VMware Sales Certification • Symantec Sales Certification • Microsoft Sales Certification Work Experience En Pointe Technologies Account Executive – 1997 to Present Over 20 years of experience in developing and managing long term customer relationships in the information technology market place. Assist customer in managing their IT needs in Software Licensing, Enterprise Networking /Storage, Security, Cellular data solutions and Services. Specialties: • Comprehensive experience and training in the software licensing and security areas. • Software publishers include: o Microsoft o Symantec o Trend o McAfee o Citrix and many others. Consult with customer on the most cost effective way to purchase and manage software licensing in their organization. Assist in negotiating the most favorable pricing and terms with the software publisher. Entex Information Services: Sales of IT products and services. 4.B.e Packet Pg. 195 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe SLED Resumes 18. Name Donald Born Title Account Executive En Pointe Contact 1940 E. Mariposa Ave, El Segundo, CA 90245 Ph: 310-337-6154 Ext. 5154 DBorn@Enpointe.com Summary Experienced sales professional. Strong knowledge of State and Local Government Information Technology with a successful sales background in computer hardware, software and services. Successful track record of generating revenue in highly competitive marketplaces and in retaining existing customers through exceptional customer service. Skills Inventory Go-to market strategies, Presales, Saas, Software, Hardware, Business Intelligence, Cloud Technologies. Work Experience En Pointe Technologies Account Executive - State and Local Government Responsible for selling hardware, software and services in public sector. Daily activities include responding to bids, RFP’s, RFI’s and creating unsolicited proposals. Work with En Pointe Professional Services, partners, manufacturers to deliver solutions in the public sector space. Work directly with customers to influence purchasing decisions and agreement terms. December 2000 - September 2014 Microsoft Corporation Account Executive - State and Local Government Responsible for providing strategic business leadership, driving customer satisfaction, growing revenue and day-to-day account management activities. These activities included building and managing key relationships, monitoring deployment projects, engaging resources and leading a diverse virtual team as well as engaging with Microsoft’s senior leadership team for Executive Sponsorship. I was responsible for teaming with Southern California local government customer’s IT organizations, Microsoft Consulting Services and Premier Support to articulate a clear vision for implementing and supporting Microsoft technologies and solutions. I was also responsible for mobilizing all appropriate Microsoft partners and resellers to support customer interests while keeping Microsoft’s long term interests in focus. Working with an Account Technology Strategist, I was responsible for developing and executing an overall account plan to retire and exceed quota. Additionally, I drove deployment of Microsoft’s infrastructure products across all divisions of the 4.B.e Packet Pg. 196 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe SLED Resumes 19. account and ensured that line of business applications was developed on Microsoft’s platform. I also developed formal case studies and press releases highlighting Microsoft-based solutions. 1995 - 2000 En Pointe Technologies Account Executive - State and Local Government Hired to plan and execute sales and marketing strategies for En Pointe Technologies for local government accounts. Responsible for selling hardware, software and services in public sector. Daily activities included managing an inside sales team, responding to bids, RFP’s, RFI’s and creating unsolicited proposals. Worked closely with En Pointe Professional Services to deliver services in the public sector space. Worked directly with customers to influence purchasing decisions and agreement terms. 1991 - 1995 CompUSA Account Manager - Direct Sales Managed local government and commercial accounts in Southern California. Began managing the Los Angeles County sales team in 1993. Secured the Los Angeles County approved vendor agreement for hardware, software and training and grew revenue each year. Secured and managed reseller agreements with Dell, Cisco and others. Maintained licensing agreements with Microsoft, Lotus, WordPerfect, Novell and other industry standard software companies. 4.B.e Packet Pg. 197 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe SLED Resumes 20. Name Bob O’Connor Title Account Executive En Pointe Contact Telephone: (310) 337-5202 e-mail: boconnor@enpointe.com Summary Account Executive with consistent track record of success in sales and business development. Proven expertise in domestic and global marketing, strategic planning, and key account management.  27 years experience providing information technology solutions to key customer accounts.  Account Executive with En Pointe since February 2004.  Manage over $60M in contracts for high profile En Pointe government and commercial accounts including LADWP, Los Angeles World Airports (LAWA), Port of Los Angeles, County of Riverside, City National Bank and MUFG Union Bank.  Extensive experience working with LADWP personnel and systems over the last 7 years managing 3-year Hardware Procurement contract #’s 47727, 47029-1 and current contract #47273E-5.  Multiple contracts won from Los Angeles World Airports (LAWA) for providing IT Training and Certifications Multiple IT industry related strategic and consultative sales trainings; HP Accredited Sales Professional (ASP) Education Merrimack College – BS degree in Accounting Work Experience  Multiple technology start-ups involved in web-based solutions including content management and security - 2001 -2003  Axent Technologies - 1998 – 2000; sold enterprise security solutions; company was eventually sold to Symantec.  Attachmate Corp – 1996 – 1998; marketed & sold web-to-enterprise and desktop-to-host business solutions 4.B.e Packet Pg. 198 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe SLED Resumes 21. Name Bill Abrams Title Account Executive En Pointe Contact info Ph: 201-655-0251 babrams@enpointe.com Summary Skills Inventory Highly skilled Information Technology professional with a 20 plus years experience in infrastructure, sales, management and data communications. Completion of health IT training from Columbia University, HIT Certificate program – Security specialty, AHIMA CCHIIM certified for Implementation Manager. Excellent verbal and written communication skills. Outstanding time management, organizational, and problem solving skills. Strong motivational and interpersonal skills. Training from Columbia University. Certifications CHTS-IM Work Experience Government Accounts Manager Enpointe Technologies 2010 – Present (5 years) New Jersey Negotiate software and services contracts with vendors including pricing and SOW’s Execute process management for delivery of software and services Recommend software packages and provide evaluations of perpetual licenses vs cloud, SaaS, IaaS, and hosting services Monitor and control multi-state software supply contracts, assuring adherence to corporate guidelines, government compliance and budgetary restraints Manage vendor and customer relationships to expand depth of business sectors Oversee inside team of 10 people Training of new personnel Achievements: Improved processes efficiency resulting in contract value increases from $3,000,000 to $24,000,000 within 18 months Expert contract negotiator achieving win-win solutions for all parties Clearly communicate contract content to vendors and government agencies for mutual benefit 4.B.e Packet Pg. 199 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe SLED Resumes 22. Director of NY Public Sector Westwood (now Emtec) August 1999 – November 2009 (10 years 4 months) Sold infrastructure, system integration, and computer maintenance packages Managed and expanded contracts with government, health and education entities Implemented business development and marketing initiatives, including trade show management Practiced consultative selling of IT Solutions for business problems Trained and managed sales staff Negotiated competitive contracts and implemented policies and procedures for successful execution Expanded vendor relationships, leveraged vendor programs to win business and increase profits Achievements: Won and managed an $800,000 software migration and hardware upgrade project for New York State Veterans Home Secured $900,000 tablet project for the New York City Department of Health Closed and managed $1,400,000 rollout for the New York District Attorney’s office Managed a $1,300,000 project for the New York City Department of Transportation Won and held servicing agreements with the New York City Human Resources Administration Won a ten-year hardware and services agreement with the New York State Office of General Services Senior Account Manager Manchester Technologies 1986 – 1999 (13 years) Wide area marketing of computer solutions to Fortune 1000 and medium size firms. Developed accounts for maximum dollar volume across a broad range of products. Manage all aspects of account development including cold calling, contact management, product recommendation, delivery schedule, and payment schedule. Specialties include design and implementation of networks and wide area communication systems Specializations and Training HIT security basics ITIL basics Proficient in all aspects of Microsoft Office Consultative selling Vendor certifications VMware VSP5 and desktop virtualization 6 Symantec BackupExec 2012 SSE and SSE+ resulting in trusted adviser status Started with 1 contract and 2 states and now supervise 2 contracts and 9 states 4.B.e Packet Pg. 200 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe SLED Resumes 23. Name Barb Grossman Title Account Executive En Pointe Contact info Email: bgrossman@enpointe.com Phone: 866-457-1377 Local Address: PO Box 16123 Minneapolis, MN 55416-0123 Summary Joined En Pointe Minnesota as an AE in August 1997. We won our first State Prime vendor Enterprise Hardware Software and Services Contract in 2000 and have since won 3 additional State Contracts. Currently Manage three ValuePoint/NASPO contracts: Cisco Systems, HP Enterprise and HP Inc. for State of Minnesota Skills Inventory Collaboration with our internal resources and vendor partners has made En Pointe a trusted partner for the State of Minnesota, Cities, Counties and Schools in solving their business critical issues and requirements. Certifications VMWare, HP Enterprise and HP Inc., Microsoft, Intel, Apple, Cisco Work Experience En Pointe Technologies 1997-Present: Account Executive As an En Pointe Senior Sales Executive who concentrates on (State, Local Gov't & Higher Ed) Enterprise Market Sales function, Barbara sells IT Products and Professional Services to new and existing En Pointe SLED customers, as well as maintaining positive on-going relationships to meet evolving customer needs. She’s an expert in developing business, responding to RFP's, developing proposals for presentation to customers, and selling Products and Services. She is supported a cross-functional teams from En Pointe’s Marketing, Systems Engineering and Product Development team. She has excellent relationship building, negotiating, and technical skills to assist her clients. BusinessLand Sales Executive 1985-1991 Led Businessland by articulating product benefits and advantages of Businessland’s core sales message. Opened new accounts. Opened new sales territory which included pipeline development, territory planning, account planning, forecasting, quota attainment, sales presentations, and short term, midterm, long term opportunity management. Pickwick International Record Distributor: Account Executive French Teacher Specializations and Training Converged Infrastructure, Cloud Computing, Assistive Technology, Virtualization 4.B.e Packet Pg. 201 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Solution for: Missy Mudry State of Arizona, 100 N. 15th Avenue, Suite 201 Phoenix, Arizona 85007 Phone: 602.542.9125 MISSY.MUDRY@AZDOA.GOV Presented By: En Pointe Technologies Sales, LLC 1940 E. Mariposa Ave El Segundo, CA 90245 Tel: (310) 337-5200 Website: www.enpointe.com Contact: Imran Yunus Director of Government Sales Office Phone: 310-337-5908 Email: iyunus@enpointe.com Date: December 17, 2015 Request for Proposal ADSP0 16-00005829 4.B.e Packet Pg. 202 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) NASPO ValuePoint Master Agreement for Software Value-Added Reseller (SVAR) Services Corporate Office: (310) 337-5200 | www.enpointe.com 1940 E. Mariposa Ave, El Segundo, CA 90245 i State of Arizona RFP # ADSP0 16-00005829 ATTACHMENT B RESPONSE TO SCOPE OF WORK METHODOLOGY 4.B.e Packet Pg. 203 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) NASPO ValuePoint Master Agreement for Software Value-Added Reseller (SVAR) Services Corporate Office: (310) 337-5200 | www.enpointe.com 1940 E. Mariposa Ave, El Segundo, CA 90245 ii State of Arizona RFP # ADSP0 16-00005829 TABLE OF CONTENTS ATTACHMENT B ..................................................................................................................... 1 4.B.e Packet Pg. 204 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/10/15 En Pointe Technologies Sales, LLC Page 1 State of Arizona RFP # ADSP0 16-00005829 ATTACHMENT B 1. Offeror shall describe its overall approach to providing solicited services. Include how Offeror plans to meet or exceed requirements of the Scope of Work and Terms and Conditions. As the incumbent in the Value Point contract, En Pointe plans to continue to add value to all NASPO/Value Point Participants (NVPP) using the knowledge and experience that we’ve gained over the years servicing the current contract. We hold current NASPO Value Point contracts with HP, Cisco, and EMC. Recently we have upgraded our online system with SciQuest successfully. At the same time, we are actively expanding our offerings and streamlining our software services. En Pointe has grown as a company and are now part of PCM family of companies that includes, PCM and PCMG. This means we offer deeper relationships with OEMs and Software Publishers. We have advanced certifications with Tier 1 publishers and all three companies have 20+ years of experience as Value Added Resellers. We are constantly being awarded new state wide contracts and have a proven methodology for supporting city, county states, school districts and higher education institutions. With a world-class and experienced sales team, superior technology for procurement and an operations team well versed in government procurement, we will be able to not only answer all NVPP’s questions but we’ll be able to guide participants toward to right technology. Our Value-Add under this contract includes but is not limited to: • Experience managing On-boarding and transitioning of NASPO Value Point Participants • eProcurement Online Ordering and Reporting Tool/Customer Website – AccessPointe • Software Asset Management (SAM) Offerings • License Tracking and Consulting • Software Integrator LAR (SLAR) – Microsoft LSP. • Trained and Dedicated Account Managers The benefits of e-Connect: En Pointe’s experienced Software licensing team can either advise you or do the heavy lifting on ongoing management and administration of your SW licensing procurements. • Strategy sessions help develop an understanding of NVPP’s technology roadmaps • Assist in negotiations with manufacturers and publishers. • Planning, deployment, full or partial management and retirement of software publishers’ technologies. Communication Plan to Create Outreach to NASPO ValuePoint Participants En Pointe will develop an operations set of guidelines and metrics specific to the needs of each NVPP. Our account managers measure deliverables and personnel using detailed reporting systems and scheduled conference calls (weekly) and when necessary monthly visits with designated NVPPs. We respond and deliver according to your expectations and adjust our operations accordingly. En Pointe will dedicate a Transition Manager to assist in defining key success criteria for both implementation and steady NVPP support. Upon contract award, these 4.B.e Packet Pg. 205 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/10/15 En Pointe Technologies Sales, LLC Page 2 State of Arizona RFP # ADSP0 16-00005829 resources will be assigned and will work with the NVP to finalize the Statement of Work, define participant’s vision and continue to provide superior service. OBJECTIVES: The well-trained and dedicated support Account Team will be primarily responsible for providing advice and knowledge of the software license products. • Conduct account performance and service reviews on a periodic basis in accordance with the contractual requirements outlined in this RFP • Coordinating OEM and contract related meetings, product demonstrations and product evaluations with the various NVP Departments/Agencies. • Review work flow structure to ensure quality and efficiency for the NVPP’s order processing. • Communicating the NVP’s goals, strategies, and policies to all members of the En Pointe account team • Program impact/cost analysis • Organization specific training for participants • Proof of license reports • Cost analysis reports and recommendations. • Contract Compliance • IT Best Practices Recommendations. • Communicating the contractual pricing for all license contracts and other products to all users involved. • Training for NVPP Purchasing on En Pointe’s Web Tools GOALS & TASKS: • Develop regular/ongoing communications schedule. • Develop communication review/approval process. • Create a special email address & mailbox to send all approved communications and receive all community responses/questions. • Develop inquiry response guidelines. • Coordinate with OEM meetings, webinars, training and seminars AUDIENCE: • NVP Purchasing Staff • Agency End Users (NVPP) • IT Directors • Others as Defined TOOLS AND TIMETABLES: Tools that will be utilized to communicate information to the NVP will include: • Company Intranet • Email • PowerPoint presentations • Conference Calls The tools will be used in combination with each other for maximum communication affect and NVPP exposure. 4.B.e Packet Pg. 206 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/10/15 En Pointe Technologies Sales, LLC Page 3 State of Arizona RFP # ADSP0 16-00005829 Each State will have a designated experienced representative that will expertly guide participants through the complexities of software licensing, negotiation and tracking. Each participant will have access to knowledge experts at En Pointe whose sole mission is to circumnavigate licensing pitfalls and make procurement easier and more cost effective. They are led by a management team that constantly wants to ‘wow’ our customers with superior service and guidance. From on boarding, to implementation, to ordering, tracking, problem resolution, cost saving and technology road mapping our continued goal is to simplify the process for participants and expand our offerings to that the maximum amount of people can benefit from the NASPO Value Point Master Agreement. 2. Develop and Maintain Website. Describe the website to be established for a state. 2.1 Home page appearance and information; En Pointe builds web pages announcing to the participants all the benefits or the En Pointe software procurement processes and tools. We currently create these types of webpages for states such as Alaska, Washington, Hawaii, and many more. En Pointe can design, publish and distribute co-branded marketing materials within first 90 days. We currently create Value Point newsletters that we send out to inform participating stakeholders of products and services that may be useful to their institution. En Pointe can customize the content of the web site, so it meets the requirements with information relative to the specifics of the contract. A well-designed link directory will be maintained that will be relevant and useful to the NVP and NVPP. The home page can be a welcome page for new users with links to how to contact the En Pointe Account team, contract details, news and information, and links to our eProcurement online ordering and catalog. We are currently integrated with SciQuest. 4.B.e Packet Pg. 207 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/10/15 En Pointe Technologies Sales, LLC Page 4 State of Arizona RFP # ADSP0 16-00005829 2.2 On-line tutorials: Online tutorials will be provided that allows access to a wide range of detailed, useful and accessible information. As an example, on the Commonwealth of Massachusetts website, in the eProcurement link, we provide a link for a demo, with a demo user ID and password. Once on the site, there is an included user guide that takes the user through the features and use of the web site. We have included the user guide as an attachment to this section. Web site, link to eProcurement tool/instructions: http://www.enpointe.com/massachusetts/eprocurement.asp Once on the AccessPointe URL, users can sign in with a demo ID. Below is a screenshot of the demo that was set up for the Commonwealth of Massachusetts. We have provided the User Guide as an attachment. The evaluation team is able to sign on as a Demo User to this site. En Pointe is also able to create a flash demo of the site, should States desire that feature. 4.B.e Packet Pg. 208 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/10/15 En Pointe Technologies Sales, LLC Page 5 State of Arizona RFP # ADSP0 16-00005829 Please refer to ATTACHMENT A_Qualifications_EnPointe_AccessPointe User Guide_2_2 2.3 Product catalog (include searchable fields, products to be included, how license information is provided); En Pointe provides a catalog management system with a variety of flexible, modular and scalable features. En Pointe’s e-procurement system, AccessPointe helps create, communicate and enforce corporate standards with customized catalogs containing contracted pricing. Electronic Product Catalogs are transmitted and hosted behind your firewall using a variety of methods including: XML, cXML, EDI, TXT, DB, XLS, etc. Catalog Support is a service En Pointe has provided to a large segment of our customers. Managing content and catalogs is a daily task at En Pointe. We have built comprehensive tools 4.B.e Packet Pg. 209 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/10/15 En Pointe Technologies Sales, LLC Page 6 State of Arizona RFP # ADSP0 16-00005829 utilizing complex processes that can filter, format, cleanse, and enhance data from any source and publish this data to any system capable of receiving it. En Pointe can provide an on-line catalog of available software with the following features: The ability to search VLA and Non-VLA products by various search options. • Each State can have its own pricing in the Catalog if variation based on Publisher pricing • Pricing rules can be updated at any time based on the NVPP policies. • Catalog for each State includes only software which the reseller has not been restricted from selling by that State. • The catalog will enforce the state's policy by restricting products from the catalog • AccessPointe allows flexible management of each catalog • AccessPointe allows ability to further restrict users to certain SW within a State Searchable Fields: Our Search Engines intelligently assist in finding products amongst a catalog of hundreds of thousands of products. NVPP can search for products using one of two methods, a basic keyword search where any keyword or phrase can be conveniently entered into the search box, and an Advanced Search option which allows for more complex requests. Advanced Search will allow for combinations of different criteria to be used for the result, as well as powerful filters that will help delineate non-desired results. More details on searchable fields can be found in the Demo Guide. Please refer to ATTACHMENT A_Qualifications_EnPointe_AP Features Benefits_2_3 2.4 Links: En Pointe Technologies Sales, LLC www.enpointe.com Accesspointe eProcurement Tool www.accesspointe.com 4.B.e Packet Pg. 210 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/10/15 En Pointe Technologies Sales, LLC Page 7 State of Arizona RFP # ADSP0 16-00005829 2.5 Downloadable standard reports. Include: Standard Reports are available online, free of charge, as a subscription or on an ad-hoc basis that will be integrated to your custom website: • Report of Outstanding Orders • Detail Report by Manufacturer • Detail Report by Customer PO# • Detail Report by Ship To Location • Raw Data File (all fields captured) • Summary Totals by Product Name • Sales and Backorder Report • Summary Totals by Manufacturer • Customer-Specific Price List • Snapshot Report – graphical summary of purchase activity data • License Consumption Report • Purchase Activity Detail Report En Pointe can create parent/child administrative rights. A State Contract Manager can pull standard and custom reports for the entire state and be provided admin rights for eligible entities. See the Demo guide for more details on how to create reports and report features in AccessPointe. Sample Manual Report: Invoice # Inv Cr. Dt. Doc # Doc Date Cust. PO # Contract# Req. Del. Dt. Customer # Customer Name Item # XXXXXX16 2/20/2015 XXX93247 2/18/2015 XXX51288 75018419 2/18/2015 100xxxx Demo 10 XXXXXX17 2/20/2015 XXX93251 2/18/2015 XXX51290 75018419 2/18/2015 100xxxx Demo 10 XXX94028 2/24/2015 XXX93065 2/17/2015 XXX51199 75028520 2/17/2015 100xxxx Demo 10 XXX94029 2/24/2015 XXX93108 2/18/2015 XXX51226 75028520 2/18/2015 100xxxx Demo 10 XXX94033 2/24/2015 XXX93230 2/18/2015 XXX51282 2/18/2015 100xxxx Demo 10 XXX94030 2/24/2015 XXX93249 2/18/2015 XXX51289 75028520 2/18/2015 100xxxx Demo 10 XXX94034 2/24/2015 XXX93432 2/19/2015 XXX51412 75028520 2/19/2015 100xxxx Demo 10 XXX94032 2/24/2015 XXX93433 2/19/2015 XXX51411 2/19/2015 100xxxx Demo 10 XXX94035 2/24/2015 XXX93497 2/19/2015 XXX51440 2/19/2015 100xxxx Demo 10 XXX94036 2/24/2015 XXX93516 2/20/2015 XXX51488 2/20/2015 100xxxx Demo 10 XXX94726 2/25/2015 XXX93638 2/20/2015 XXX51535 2/20/2015 100xxxx Demo 10 XXX96046 2/27/2015 XXX93033 2/17/2015 XXX51187 75018419 2/17/2015 100xxxx Demo 40 XXX96046 2/27/2015 XXX93033 2/17/2015 XXX51187 75018419 2/17/2015 100xxxx Demo 30 XXX96047 2/27/2015 XXX93392 2/19/2015 XXX51398 75018419 2/19/2015 100xxxx Demo 20 XXX96047 2/27/2015 XXX93392 2/19/2015 XXX51398 75018419 2/19/2015 100xxxx Demo 10 XXX98484 3/5/2015 XXX93276 2/18/2015 XXX51293 2/18/2015 100xxxx Demo 20 2.5.1 How information is controlled and sorted (e.g. what information LSCA can access): Below is a sample of the type of information that can be controlled and sorted. Moreover we can customize the data to match what you require. The standard notifications are sorted by; 1. Customer Name 2. Manufacturer Name 3. En Pointe Purchase order number 4.B.e Packet Pg. 211 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/10/15 En Pointe Technologies Sales, LLC Page 8 State of Arizona RFP # ADSP0 16-00005829 4. En Pointe Sales order number 5. Expiring SKU (Part number of the expiring License. Can be one or many) 6. Expiring Part Description (explanation of expiring licenses) 7. Expiration Date (the date when part gets expired) 8. Renewal SKU (Part number of the new service) 9. Opportunity amount (The list price customer will pay to renew) 10. AE name (who has been assigned to the customer) Key Services of Renewal Team: 1. Renewal Process Management 2. Random Renewal Opportunities 3. Upgrade Promotions 4. Renewal Outsourcing 5. Renewal Repository Reporting is one of the most critical parts of the renewal process that shows the results of a complete renewal activities performed in a particular quarter. These reports help us guarantee on time renewals and help avoid late renewal fess which customers could possibly be charged. 2.5.2 How state Procurement Officer can obtain purchasing profile for Users and volume in State: Since En Pointe is a Value Point contract holder, we maintain these purchasing profiles and we already are capable of giving profiles to NVPP officers who request them. 2.5.3 How an individual User can obtain only their information. Reports can be tailored to have individual access. Our system is designed to give, and limit, access to information depending on the security level issued by administrators. 2.6 How website is monitored, kept current and accurate. En Pointe and PCM’s websites are updated continually on a daily basis. We have a 99.9% uptime and the only time we’ve been down in the past few years is once a year on a Sunday between midnight and 6am it has been down for maintenance but this scheduled in advance. En Pointe systems are electronically integrated with key suppliers via EDI and are updated continuously on a daily basis. 3. Describe your Company’s method for tracking software licenses and ensuring that Participating States receive timely notifications of renewals or are advised of volume agreement opportunities or vulnerabilities, etc. Our license tracking software works by actively maintaining all licensing agreements customers have with software publishers (both contractual agreements as well as transactional software volume discount agreements). This enables us to ensure customers are purchasing products in compliance with any agreements they have, and prevents accidental quotes and/or orders for products at prices outside of any agreement terms. Because every license is individually recorded against a customer-specific agreement, we can easily track license purchases for customers and record them against contractual milestones to assist customers in recognizing how to take best 4.B.e Packet Pg. 212 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/10/15 En Pointe Technologies Sales, LLC Page 9 State of Arizona RFP # ADSP0 16-00005829 advantage of any agreements they have entered into. The below screenshot shows a summary of the various Publisher contracts and standard reports. 3.1 The standard sort-able data fields established for these records. The standard notifications are sorted by; 1. Customer Name 2. Manufacturer Name 3. EnPointe Purchase order number 4. EnPointe Sales order number 5. Expiring SKU (Part number of the expiring License. Can be one or many) 6. Expiring Part Description (explanation of expiring licenses) 7. Expiration Date (the date when part gets expired) 8. Renewal SKU (Part number of the new service) 9. Opportunity amount (The list price customer will pay to renew) 10. AE name (who has been assigned to the customer) 3.2 The information tracked on behalf of Participating States. En Pointe’s order tracking features will provide you visibility through the entire procurement process. Our solution provides our internal order status, invoice information, as well as real-time shipping status via integration links to all the major carriers, allowing us to show the exact location of every order and status of each license. Furthermore, we provide best in class data availability to include individual license numbers. Our solution even provides proof of delivery by pulling up the signature of the individual who signed for any products which need physical delivery. 4.B.e Packet Pg. 213 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/10/15 En Pointe Technologies Sales, LLC Page 10 State of Arizona RFP # ADSP0 16-00005829 Our license tracking works by actively maintaining all licensing agreements the states have with software publishers (both contractual agreements as well as transactional software volume discount agreements). This enables us to ensure that you are purchasing products in compliance with any agreements you have, and prevents accidental quotes and/or orders for products at prices outside of any agreement terms. Because every license is individually recorded against a customer-specific agreement, we can easily track license purchases and record them against contractual milestones to assist you in recognizing how to best take advantage of any agreements you have entered into. 3.3 How reminders of significant dates or volume plateaus are triggered. Include how your Company, as a partner with the Participating State, communicates with the State to ensure no deadlines are missed or opportunities unexplored. En Pointe has a redundant systems that works both electronically with our e-procurement tool that is set to notify clients and our software tracking teams who work behind the scenes to makes sure that our Account Executives have current information to better support the states in their licensing options. Account Executives are notified via system generated notifications early enough so they can inform participants of up-coming renewal and pending volume plateaus. This will ensure that no deadlines are missed or opportunities unexplored. Reminders can be sent in a variety of formats, such as HTML, PDF, Excel, etc. 4. Describe your method Participating State receives documentation of Proof of License 4.1 Describe process for providing Proof of License to a buyer. When we receive the customer’s Purchase Order our Customer Support Representative (CSR) places the order in our system through SAP to our vendors. The order is then confirmed by the vendor electronically and the product is shipped directly to the customer. Shipment confirmation is sent to purchasing who then closes the order and adds shipping information in case of POD requests. Customer is then electronically invoiced and all licensing proof of purchase data is recorded in AccessPointe our e-Procurement tool. Proof of purchase documentation requests can then be satisfied quickly through inquiry into the AccessPointe account database. En Pointe will provide (or facilitate through the publisher) a proof of license certificate that will substantiate Proof of Purchase for each type of license purchased under this contract. En Pointe receives automatic copies of most vendors’ licenses. We maintain a database and send a copy to the customer. These License Certificates contain all the necessary information to show proof of ownership. Please see our sample Proof o License notification below: 4.B.e Packet Pg. 214 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/10/15 En Pointe Technologies Sales, LLC Page 11 State of Arizona RFP # ADSP0 16-00005829 4.2 Method of retaining back-up copies of Proof of License. How quick duplicate provided. En Pointe maintains all customer agreements with proof of delivery/proof of purchase against each order in our ERP SAP system. This system allows us to provide you a real-time depository of software license information such as key-codes, software assurance benefits, etc. Because every license is individually recorded against a NVPP specific agreement, we can easily track license purchases for customers and record them against contractual milestones to assist customers in recognizing how to best take advantage of any agreements they have entered into. Every publisher has a different process in providing certificates of license. Some vendors (i.e. Publishers) will send us a copy of the certificate that we store, others send the certificate directly to the customer and do not copy us, but will resend upon our request with proof of invoice, and still others store the certificates on a website that the customer only has direct access too. The process is done quickly and we have a 24 hour turnaround time. 4.3 Describe how your Company partners with a State to demonstrate accuracy of licensing information to a publisher (aka a “True Up”). Our proactive AEs have extensive enterprise experience with publisher reps. They are well versed in true up policies, anniversary date adjustments and not to exceed pricing rules. En Pointe has a professional methodology for advidsing our clients on the best practices for software aquisistion, license management true up and reporting avialble in the market. We also offer world class Software Asset Management services which use the following protocal: 4.B.e Packet Pg. 215 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/10/15 En Pointe Technologies Sales, LLC Page 12 State of Arizona RFP # ADSP0 16-00005829 They also provide: • Publisher management including scheduling and presentation management • License Program Analysis and Comparisons • Pro-active notifications of renewals and contract expirations • Budget Planning and Forecasting • Compliance Reviews and Audit Consulting • Subscription-based and Ad-Hoc Reporting • Self-Service P&A (Procurement & Administration), Ordering and Reporting • Software Asset Management We can clearly differentiate En Pointe from its competitors in the areas of Account Executive knowledge, software pricing and rebates, the use of technology and commitment to service and long term vendor relationships. Our experienced staff, robust infrastructure and our customer- specific processes are the key factors that differentiate En Pointe in the marketplace. 5. Reports 5.1 Describe standard reports which can be generated for a State (other than downloadable reports addressed earlier). Provide sample reports. En Pointe has a variety of purchase activity reports available to participants via the web, electronically (through email), and/or directly from your En Pointe account team. Our reports can track buying at every level and break down spend by division, parent, ship-to location, etc., to give you a clear view of your purchasing patterns. Generated Reports For reporting requirements not covered by our standard or premium reports, En Pointe can generate customized reports to capture any customer-specific data management field in any Costum Sample Report 2015 Customer Name Address City Zip code Customer PO Order Date Invoice Number Invoice Date Vendor Manufacturer P/N Product Description Unit Price Quantity Total Price WSCA-HI Office of Council Services 200 S High St Room #703 Wailuku 96793 15-959 6/23/2015 92942418 7/1/2015 KEMP Technologies Inc.EB-2200 1YR 10X5 BASIC SUP EXT OR RNWL FOR LM-22 $646.64 2 $1,293.28 WSCA-HI-DEPT OF EDUCATION 601 KAMOKILA BLVD STE 409 KAPOLEI 96707 PQ47082-232R 6/25/2015 92942407 7/1/2015 Microsoft 021-10112 Office Standard Media $20.15 1 $20.15 WSCA-HI-DEPT OF TRANSPORTATION 79 South Nimitz Highway Honolulu 96813 60727173 6/25/2015 92942421 7/1/2015 Microsoft P73-06344 Windows Server Standard 2012R2 Media $20.15 1 $20.15 WSCA-HI-DEPT OF EDUCATION 601 KAMOKILA BLVD STE 409 KAPOLEI 96707 PY45927 - 384R 6/30/2015 92942405 7/1/2015 Microsoft 3YF-00294 Office Mac\LIC $41.28 5 $206.40 WSCA-HI-DEPT OF EDUCATION 601 KAMOKILA BLVD STE 409 KAPOLEI 96707 PY45927 - 384R 6/30/2015 92942405 7/1/2015 Microsoft 021-10282 Office\LIC $41.28 2 $82.56 WSCA-HI-Dept.Busines,Econo.Dev.&Tou PO Box 2359 Honolulu 96804-2359 00014780 6/30/2015 92942426 7/1/2015 Microsoft P73-06309 Windows Server\LIC $570.00 13 $7,410.00 WSCA-HI Fire Department 636 S St Honolulu 96813 O-HFD-150289 6/30/2015 92942416 7/1/2015 Microsoft 79P-04712 OFFICE PROFESSIONAL PLUS\LIC $328.20 43 $14,112.60 WSCA-HI Fire Department 636 S St Honolulu 96813 O-HFD-150289 6/30/2015 92942416 7/1/2015 Microsoft D86-05323 Visio Standard\LIC $161.04 27 $4,348.08 WSCA-HI-DEPT OF EDUCATION 601 KAMOKILA BLVD STE 409 KAPOLEI 96707 PS38958-94DR 6/30/2015 92942406 7/1/2015 Microsoft 3YF-00294 Office Mac\LIC $41.28 1 $41.28 WSCA-HI-DEPT OF EDUCATION 601 KAMOKILA BLVD STE 409 KAPOLEI 96707 PS38958-94DR 6/30/2015 92942406 7/1/2015 Microsoft 79P-04691 OFFICE PROFESSIONAL PLUS\LIC $51.00 10 $510.00 WSCA-HI CITY AND COUNTY OF HONOLULU 650 SO KING ST 4TH FLOOR HONOLULU 96813 DO-DIT-150234 6/30/2015 92942404 7/1/2015 Microsoft 79P-04712 OFFICE PROFESSIONAL PLUS\LIC $328.20 38 $12,471.60 WSCA-HI Fire Department 636 S St Honolulu 96813 25202133 7/1/2015 92942417 7/1/2015 Microsoft 79P-04712 OFFICE PROFESSIONAL PLUS\LIC $328.20 5 $1,641.00 CITY AND COUNTY OF HONOLULU 650 SO KING ST 4TH FLOOR HONOLULU 96813 O-ESD-130184 3/25/2014 92943033 7/2/2015 Kronos Incorporated WORKFORCESaaSSUB Kronos SaaS Hosting Subscription $2,528.40 1 $91,022.40 WSCA-HI County of Hawaii 25 Aupuni Street Hilo 96720 004338/R.0235 6/24/2014 92943031 7/2/2015 Microsoft 269-05623 Office Professional\LSA $521.52 725 $378,102.00 WSCA-HI Office of Council Services 200 S High St Room #703 Wailuku 96793 15-707 6/27/2014 92943026 7/2/2015 Microsoft U7S-00008 OFFICE365 PG3 SHRDSVR PERUSER\LSA $428.40 28 $11,995.20 4.B.e Packet Pg. 216 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/10/15 En Pointe Technologies Sales, LLC Page 13 State of Arizona RFP # ADSP0 16-00005829 format that meets your needs. Our reporting module makes your life easy; 3 - Way PO Matching Report, Detail Report by Customer PO, Detail Report by Ship to location, Invoice Summary, License Contract Summary, Order Confirmation Report, Outstanding Orders by Account, Previous Purchase History Report, Product Totals by Publisher/Manufacturer, Product Totals by Quantity. Please refer to ATTACHMENT B_Methodology_EnPointe_Reports 4.B.e Packet Pg. 217 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/10/15 En Pointe Technologies Sales, LLC Page 14 State of Arizona RFP # ADSP0 16-00005829 5.2 Describe on-line, real time, reporting capabilities using established reports: Premium Reports Our reports can be generated with 100 points of data. The following Premium reports are available: License Consumption Report, Maintenance Accumulation Report, Global Report, Total Sales by Month, Purchase Activity Detail Report, Summary Mfg. Total by Dollars, By Manufacture, Product, Product Totals by Description, Units Shipped/Units Returned, Sales Orders Report, Customer Contract Listing,Cost Savings, Return Activity, Publisher Account Guide. 5.2.1 Standard Reports. Provide sample reports. Standard Reports Standard Reports are available online via a secure login utilizing En Pointe’s AccessPointe. Report of Outstanding Orders, Purchase History, Detail Report by Publisher, Detail Report by Customer PO#, Raw Data File (all fields captured), Summary Totals by Product Name ,Summary Totals by Publishers, Customer-Specific Price List, Snapshot Report – graphical summary of purchase activity data, Purchase Activity Detail Report can be provided as Standard reports. 5.2.2 Reports that can be generated by the LSCA. Our reporting tool is robust and customizable. 4.B.e Packet Pg. 218 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/10/15 En Pointe Technologies Sales, LLC Page 15 State of Arizona RFP # ADSP0 16-00005829 5.2.3 Reports that can be generated by the Participating State. Provide sample reports. All states can use our reporting tool. 5.2.4 Reports that can be generated by the User agency. Provide sample reports. All user agencies can use our reporting tool. 4.B.e Packet Pg. 219 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/10/15 En Pointe Technologies Sales, LLC Page 16 State of Arizona RFP # ADSP0 16-00005829 5.3 Custom Reports” as an optional service to Participating States, should State determine to utilize this service? (See Section 3: Scope of Work, 3.7.3 Custom Reports) Yes, En Pointe has a system of reporting that is available online 24/7. Each participant will be capable of defining their reports that they need. Reports are a value add service provided by En Pointe. 6. Describe Company works with State and publisher to maximize the State’s value: 6.1 Working with a State and a publisher to assist the State in managing their volume or enterprise license agreements. En Pointe provides simplified license management with a single agreement, predictable software costs, and spread payments. Software Assurance is included. Volume licensing of software makes it easier and more affordable to run software on multiple computers and devices within your organization. By acquiring software licenses through En Pointe and publisher’s volume licensing programs, you receive customized purchasing options and improved software management. A comprehensive maintenance offering ensures the most protection for your software investment through the benefits of Software Assurance. This offering combines the latest software plus phone support, partner services, training, and IT tools. En Pointe will work with publishers to tailor its programs to meet the needs of NVPP Areas for consideration: • The size and type of your organization (government entity or educational institution) • The products you want to use and license now and within next 3 years • The way in which you want to use those products and the various user types Other considerations for example include: states, public schools and cities that have specific annual funding that is tied to a budget cycle. Enterprise Agreements should begin and renew within the budget cycle to prevent issues with on time renewals and anniversary true ups. 6.2 Working with a State and publisher to maximize…total sales volume from a State and its cooperative partners to ensure best value to all State’s. En Pointe can manage your pricing using a variety of methods such as; Competitive Bid Orchestration: With line of site on over 3000 customers, En Pointe can assist participants with the orchestration of competitive bids to ensure better than fair market values. Special Bid Management: Through the utilization of manufacturer special bid and registration processes. Deal Registration, Competitive Price Audits and Asset Tracking per Volume Commitments which enables participants to run accurate purchase history reports utilizing AccessPointe. We also have Price Drop Notifications, by utilizing AccessPointe, En Pointe can setup price drop notifications on all of participant’s standards. 6.3 Working with a publisher to maximize the leverage created by the total sales volume overall resulting from this contract. En Pointe merger with PCM makes our buying power even stronger to negotiate with publishers to maximize sales discounts for volume purchases. We are actively working toward this goal to bring more value to NASPO Value Point at the moment. En Pointe always negotiates better pricing for their customer on an ongoing basis through our understanding of all offers and pricing programs. 6.4 Working with State and publisher to obtain the best quote on a high volume purchase. 4.B.e Packet Pg. 220 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/10/15 En Pointe Technologies Sales, LLC Page 17 State of Arizona RFP # ADSP0 16-00005829 En Pointe as a PCM company enjoys the deepest discounts offered by publishers. It is our standard practice for our exemplary customer service to ask for even additional discount on large purchases and pass those discounts to our customers. It’s imperative that participants don’t buy too few licenses and miss volume discounts or too many and end up with shelfware – software that sits unused. We recommend you negotiate as an enterprise rather than by department. We look for reallocation possibilities. 6.5 Company uses historical purchase information to provide targeted assistance to State. En Pointe is an incumbent NASPO Value Point VAR and already has historical procurement data from States. En Pointe can benefit you in many ways, maintaining the historical purchases and carefully managing this data, this includes; better forecast your annual software budget and manage costs, gain greater control over your product upgrade cycle, effectively plan for new software deployments, and ensure good corporate governance. 6.6. How maintenance support is to be made available. Most publishers offer maintenance and support for their products in a sku-based format. En Pointe is as an authorized resellers for these skus. If a current publisher offers maintenance we will include this information during the quote so that participants can decided whether they wish to procure the maintenance during the quoting process. 6.7 Describe how training regarding the installation of products and use of products will be made available and how to obtain best value from it. As we mentioned En Pointe has many certified service professionals who are fully authorized to install, upgrade, repair and train on all major publisher and we have many free options from our AE’s and Webinar group. . • On-Site Training - One to one training can be arranged as well as classroom environment training. • Off-Site Training- En Pointe is certified by all major software titles. We can offer off-site training in any software capacity. • Webinar Training: En Pointe has a full team of training personnel who run webinars hosted by top software publishers. We currently provide this training to all NASPO Value Point Customers. Depending on the scope of the training, En Pointe provides most basic training to get our customer up and running with our partners and for more in-depth need we have a variety of options from professional sku’s from publishers to outside training vendors. 7. A significant aspect of this service is to be Value-Added Services. 7.1 Describe complexities related to enterprise license agreements (e.g. Microsoft EA, Adobe CLP, etc.). How you assist customers (first time customers) through this process and knowledgeable about the agreements once they are complete? At En Pointe the process begins with an initial planning session or “On Boarding” meeting, where participants and otther IT stakeholders will be introduced to the dedicated En Pointe team and receives an overview of our product and services. With your En Pointe Account Executive and the entire virtual team involved, we’ll discuss how En Pointe can best assist you in managing and administering your project. We’ll also explore your objectives, goals and timelines for deploying the technologies in which you’ve invested. By establishing this long term, proactive relationship, we’ll be better able to assist you throughout the term of the contract and the lifecycle of the products included in it. 4.B.e Packet Pg. 221 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/10/15 En Pointe Technologies Sales, LLC Page 18 State of Arizona RFP # ADSP0 16-00005829 More specifically, we know that managing software licensing contracts is complex. Tracking what you have purchased, what you own, and what you are using can be an overwhelming task. Our software specialists help you understand what your stakeholders are licensed for and what you are entitled to. We explain Licensing in the simple terms. We proactively work with you to deploy your purchases and make you aware of the ever changing licensing agreements that may provide you hard dollars savings. Pre-Contract • Review of existing software platform, buying trends and comprehensive cost analysis • Technology planning, roadmap sessions, long-term budget planning and forecasting • Contract interpretation and simplification • Proposal of quantifiable software and satisfaction assurance • SAM assist to lay the foundation for best practices In-Contract (Training/Management) • Facilitate Software Assurance Benefit activation • Site training and benefit administration • Provide customized departmental trainings • Manage subscriptions: Add all new users and subscription benefits • Manage subscriptions: Add all new users, assign appropriate subscriptions/benefits, transfer/modify current subscriptions, send monthly user report In-Contract (Processes) • Set-up AccessPointe and implement EA tracking system • Plan for deployments/migrations • Provide License harvesting and audit consulting • Track to SAM processes for yearly True-up • Schedule subscription based/ad-hoc reporting • Monthly Newsletter Post-contract We provide highest level of customer satisfaction and account coverage. En Pointe achieves this by assigning a single point of contact, (SPOC) that acts as a Relationship Manager for the overall contract, including internal team management and escalation. An experienced team of Software Account Specialists will be leveraged for this contract. En Pointe will also provide a full support team that will be knowledgeable around all areas of the engagement between our two organizations. • Education Account Managers • An Inside Sales Team to support each region • A Dedicated Educational Support line • Customer Support Team for order status and pre/post sales • Software License Specialist assigned to support the account team 4.B.e Packet Pg. 222 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/10/15 En Pointe Technologies Sales, LLC Page 19 State of Arizona RFP # ADSP0 16-00005829 There will always be a live person to take the calls from 8:00 am to 8:00 pm EST available on this 1-800 number ready to support any caller. Email and telephone queries and request for quotes will be responded within four hours in addition to real-time quote-formulation, order- placing and order tracking capabilities available around the clock through En Pointe’s e- Procurement solution. • Enterprise Agreement /software assurance ROI summary • SLA scorecard breakdown and vendor performance overview • Technology initiatives and roadmap analysis • Asset management support and assistance with license transfers • Proactive contract re-negotiations with software vendor We also initiate planning session or “On Boarding” meeting, where participants and otther IT stakeholders will be introduced to the dedicated En Pointe team and receives an overview of our product and services. With your En Pointe Account Executive and the entire virtual team involved, we’ll discuss how En Pointe can best assist you in managing and administering your project. We’ll also explore your objectives, goals and timelines for deploying the technologies in which you’ve invested. By establishing this long term, proactive relationship, we’ll be better able to assist you throughout the term of the contract and the lifecycle of the products included in it. Strategy discussion sessions help develop an understanding of your technology roadmap and allow En Pointe to keep you informed of offerings and promotions targeted to your specific needs. In many cases, we can assist in negotiations with manufacturers and publishers for project-related purchases. 7.2 Describe how you handles transitioning customers from an account manager with whom they have built a relationship to an account manager who is new to them? En Pointe Vice President of Government Sales, Aaron Rosenberg and our Director of Government Sales Imran Yunus have decades of experience in Public Sector Sales and between the two of them they have created a team of highly effective Account Executives. Imran has been working for En Pointe for over 20 years and the team he has built mostly have decades of experience as Account Managers. All of our AEs have an incredible amount of experience in SLED contracting. These AEs are backed up by just as qualified Inside Sales Teams who cover individual territories. Account Executives manage contracts, and are directly supported by these ISRs. This team helps train new hires while supporting those fellow employees who are out on vacation, or are taking sick leave, or are promoted. In those rare times when an AE retires or resigns this support team is fully capable of stepping in and making sure participants feel little to no impact of the change while a new experience Account Manager is brought in to build on the existing relationship with participants. 7.2.1 How do you ensure that all of the customers’ needs are met? We ensure that customers’ needs are met by being proactive in our outreach to NVPPs, engaging with them, learning their needs and providing agnostic advice that helps them make the correct choices. Your account executive will work hand in hand with participants to be sure that their business has had a full assessments of their licensing portfolio. We make sure they are in complete compliance with our Compliance Reviews. We teach them the importance of Contract Management and then we oversea each and every implementation to make sure it’s 4.B.e Packet Pg. 223 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/10/15 En Pointe Technologies Sales, LLC Page 20 State of Arizona RFP # ADSP0 16-00005829 going smoothly. We then make sure that participants have complete Lifecycle Support and show them the importance of Software Subscription Management particularly when it comes to the new models of licensing such as SaaS, (Adobe Creative Cloud, Office 365) and of course we make sure that they are reporting and tracking those licenses so that they are getting the utmost value from their investments. 7.2.2 ensure new account manager is given the resources necessary to be successful En Pointe Account Executives have a wealth of resources at their disposal to help support participants. They have: • Upper Management o Direct reports for each region. o A director of government sales o Vice President of Government Sales o VPs of Marketing, Sales, Operations, CFOs, CIOs and many more. o President of En Pointe – Michael Rapp who guides our Account Executives. • Fellow Account Executives o State leaders who service similar accounts o Professional Services Representatives who are subject matter experts in technologies we offer. • Inside Sales Teams o Inside Sales Representatives who support their efforts. o Licensing teams • Brand Managers o All major brands including Microsoft, Cisco, Citrix, Adobe, etc. • Operations Teams • Financing • Marketing Teams o Events Teams o Web Teams o Email Marketing o Social Networking o Digital Signage o CRM o Diversity Team o Campaign Teams o Webinar Teams We hold classes and training weekly and each year we have a National Sale Meeting where our sales force spends an entire week learning all the latest technology and offerings from OEMs and publishers. It is then expected that this knowledge will be used to give our customers up to moment updates on all our partners’ offerings. 7.3 Describe training available for contract and best value from it, other than on-line tutorials. When En Pointe was awarded the current Value Point software VAR contract, many of the participant state IT departments had several questions regarding the use of the contract. En Pointe held onsite trainings, as well as conference calls to describe the contract in detail and how 4.B.e Packet Pg. 224 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/10/15 En Pointe Technologies Sales, LLC Page 21 State of Arizona RFP # ADSP0 16-00005829 it can be used. These trainings included the value that this contract brings to participants and how procurements are made easier under this contract. We will continue this practice with new participants as needed. 7.4 Explain Value-Added services your Company will make available whether they are to be provided at no cost. If there are costs, identify these costs on the Pricing Sheet. En Pointe's Infrastructure Optimization Assessments, can help you develop an actionable roadmap for optimizing your IT infrastructure and platform, or help you identify projects that can lead to immediate cost savings. This assessment will provide: • A customized IT roadmap delivering more pages of personalized technical analysis for your organizations unique needs, structure and future. • A cost savings analysis providing a personalized overview of your IT infrastructure and platform to identify opportunities for your organization. This will also stack rank your IT maturity against your competitors and organizations of like-size. • Once the Assessment is completed you may qualify for free services to conduct a proof of concept on Virtualization, Windows/Office migrations, System Management, LYNC and Exchange implementations to name a few. • Installation Consulting As an En Pointe customer, NVP participants will have access to additional benefits, events and resources. Additionally, we send out newsletters, tip sheets, and hold IT Expos on featured products to complement the free events we host. Recently we gave a presentation on Microsoft Azure to a packed house of IT professionals. 8. Explain how your Company will: 8.1 Retain publisher certification levels and improve on them. En Pointe is constantly working on certification levels from a company perspective, account executive level and engineering levels. We have reached the top of many certification levels which is shown by our gold, platinum, and LSP levels with major publishers. These did not come easy we had to work hard and build business units to achieve many of our levels and now that we’ve partnered with PCM both teams have seen their levels increase and we will be vigilant in attaining even higher levels in the future so we can give NVPPs even better coverage. 8.2 Work to reduce costs to obtain publisher products? One of the benefits of our merger with PCM was to achieve additional certifications and to grow to a size that would be mean our voice was heard by large manufacturers. This has worked so far. We also see sizable cost savings in the future as companies migrate to a cloud based procurement cycle. 8.3 How does your Company respond to customer complaints and service issues? The En Pointe Account Executive along with your Project Manager are the main point of contact for all aspects of this relationship. The AE’s role as the lead sales executive is maintenance of the relationship throughout this engagement. There will also be day-to-day project management and service management personnel who are responsible for specific service deliverables. En Pointe also involves our senior management to ensure that you have direct contact with the decision makers of our company. 4.B.e Packet Pg. 225 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/10/15 En Pointe Technologies Sales, LLC Page 22 State of Arizona RFP # ADSP0 16-00005829 En Pointe keeps our top management close to our clients. We believe in allowing our resources in the field to make as many decisions as possible for the well-being of our customer base. We also believe that it is important that when customers need issues escalated, the escalation path provides a timely resolution to their issue by involving executive management as quickly as possible. 8.4 What is your Company’s escalation process? 9. Problem Resolution 9.1 Scenario 1: Describe at least one recent situation where your Company made a major error that resulted in dire consequences for a customer. Detail the error and what changes your Company has made to avoid repeating the error in the future. In this situation, the problem is not solved in time to take care of the customer, and the customer is likely lost. When we first began to service WSCA we had difficulty with the New Mexico COCP situation. The state of NM signed the PA with En Pointe not fully understanding the impacts of the Microsoft COCP process and how it would impact their educational institutions. In order to change reseller’s an entity must sign called a Change of Chanel Partner Form. Microsoft mandates a specific waiting period for Change of Channel Partner form requests. This allows the current reseller to close out all existing invoices. The COCP and the PA was signed by the State of NM at the same time. The contract with their current LAR had already expired and En Pointe legally was unable to transact Microsoft Education orders due to the mandated waiting period. Microsoft, nor the past reseller were willing to amend the COCP contract terms for the State of NM. Therefore, all state educational institutions were unable to procure software for their upcoming school year. They were required to come up with additional methods of procuring during the 4.B.e Packet Pg. 226 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/10/15 En Pointe Technologies Sales, LLC Page 23 State of Arizona RFP # ADSP0 16-00005829 mandatory waiting period from Microsoft. On all PA’s both education and SLG it is a requirement to disclose in writing, the mandatory waiting period to all parties to ensure there is always a contract in place for procurement up until the time the COCP becomes active with the new reseller. The New Mexico school systems got caught up in the middle of a “dark” ordering period which prevented them from ordering MSFT products on time for the start of school. This was a small disaster for them. The Account Executive was replaced by one of our more experienced representatives, Michelle Day-Wirth. We realized we need and education specialist who would have realized this problem with initiating the CoCP. Ms Day-Wirth proactively solved the issue but we lost licensing business. This rule by Microsoft has subsequently been changed to the relief of many LSPs as we were not the only LAR that was affected by this situation. 9.2 Scenario 2: Describe at least one recent situation where your Company made a major error that had potential dire consequences for a customer. Detail the error and what was done to correct the situation. To what lengths did your Company go to take care of the customer? What changes (if any) did your Company make to avoid repeating the error in the future? In this situation, the problem is solved in time to take care of the customer, and the customer is likely not lost. En Pointe has had challenge getting accurate and timely quotes NM State Records and Center Archives for their Records Management System which was provided by a large software publisher. Our customer was very frustrated we risked that they might have a lapse in support. En Pointe understood that this is an important solution for this customer. They had invested a lot of time and money into this solution and they have thousands of valuable documents stored in the software. Our Account Executive proactively led multiple conference calls with OEMs, Software Publishers, and our distributor to find a solution. We reached out to the customer’s CIO to give us a chance to improve our customer service and provided him a plan as to how we would accomplish this. Since then we proactively work with the manufacturer, publisher and the customer for their renewals anticipating the challenges. We communicate often and we saved our relationship with the CIO. We have had very positive reports from the CIO this year and last since after this situation. Here’s the CIO’s comment, “…Dear, Michelle, Thanks for checking in on me things are going much smoother since you got involved. It is now a pleasant experience dealing with En Pointe as you know I was not happy in previous dealings. I appreciate you following up on my requests. Please feel free to share this e-mail with your supervisor as you have really turned things around for the New Mexico division redacted.” 10. Product Return Process: Describe the proposed product return process: 10.1 Scenario 1: Product was ordered. The order was filled and shipped correctly. After the order was accepted, AP ordered wrong product and wants returns. If a customer orders the wrong product for any reason, the return of such product may be possible if: • The customer follows the RMA procedure and time lines outlined below; and • The vendor or manufacturer approves the return under their applicable return policies. 1. Customer must contact En Pointe within seven (7) calendar days of receipt of product. En Pointe’s Customer Service Center will provide the customer with a case number. Contact information: • PHONE CONTACT: call your local salesperson. • WRITTEN CONTACT: o En Pointe Customer Service Center o Mon. through Fri., 8 AM to 5 PM Pacific Std. Time 4.B.e Packet Pg. 227 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/10/15 En Pointe Technologies Sales, LLC Page 24 State of Arizona RFP # ADSP0 16-00005829 o RMARequests@enpointe.com 2. When contacting En Pointe, the customer should be prepared to provide: a. Customer name, contact name, voice and fax number, e-mail address. b. Customer Purchase Order (PO) number c. Reason for return using categories which En Pointe Customer Service will provide to you. d. Part number, description, quantity e. Condition of original packaging 3. En Pointe seeks approval of return from vendor and/or manufacturer and notifies customer. If the return is approved, En Pointe will provide the customer a Return Material Authorization (RMA) number, along with instructions by fax or e-mail for proper shipment of return product. RMA numbers are valid for seven (7) calendar days from date of issuance. If the return is not approved, then En Pointe cannot accept the return and the customer keeps the product. 4. Customer must ship return product per provided instructions within 24 hours of receiving an RMA number from En Pointe. Unless customer is otherwise authorized in writing by En Pointe, purchase must be returned in its original box and packaging, and with all warranty cards, software, manuals and accessories. Any variance from these conditions could result in delay or forfeiture of a credit or exchange. En Pointe generally pays for shipping of eligible returns other than returns due to customer error. For customer error returns, customer pays for shipping and insurance in “as new” condition. 5. Vendor and/or manufacturer determine partial, full or no credit for return. En Pointe refunds customer as appropriate upon receipt of vendor credit. Example: Following our internal procedures as follows: The State of Utah ordered Microsoft Office Standard Edition when the end user needed Microsoft Office Professional Edition. En Pointe facilitated the return of the standard edition and processed the correct order so that the end user was able to get the preferred software. 10.2 Scenario 2: Product was ordered. After the order was accepted, AP discovered the product delivered did not match the product that was ordered. AP would like to return the product. When it was determined that a vendor had shipped the wrong product to our very good customer En Pointe stepped in and made sure that our customer obtained credit for the product and then the correct product was reissued. 11. SVAR Performance - Describe the process to be used to track and document the SVAR’s performance, to include “Cost Savings” achieved, under this Contract. See Section 3: SOW, Items 3.5.3 and 3.5.4. How En Pointe negotiates and reports on cost saving for our clients. • Understanding customers’ IT infrastructure requirements today and six years from now • Track all licenses through our license management software system. • Ability to transfer that information into cost-saving licensing scenarios • Quarterly Business Reviews helps us better understand customer requirements as projects change based on market needs • Having historical information enables us to provide cost-effective ways to acquire the newest products when projects come to fruition 4.B.e Packet Pg. 228 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/10/15 En Pointe Technologies Sales, LLC Page 25 State of Arizona RFP # ADSP0 16-00005829 • Offering negotiation tips on “how to” based on our experience with similar and larger size customers • Below is an example of an analysis summary sheet where we have gathered data on a customer’s spend, types of spend, and any nuances of their spend: and saved a customer almost $3,000,000 for a Microsoft Renewal. MICROSOFT RENEWAL - SAVINGS SUMMARY - $2.7MM Date Opening year - Closing Year - ORIGINAL BASELINE - EA (Normal EA Contract) Year 1 3 Year Purchase Period Original CPS Baseline 4,014,963.73$ 12,044,891.19$ YEAR X * YEAR X PO's Additional Products 75,308.76$ YEAR Y * YEAR Y PO's Supplemental CPS 256,388.82$ YEAR Y * YEAR Y PO's - SharePointe Enterprise CALs Supplemental CPS 895,389.60$ YEAR Y * YEAR Y PO's - System Center DPM & Mgt. Suite True-up - YEAR Y 126,382.00$ YEAR Y * YEAR Y - Pipeline True-up - Add'l Product Licenses Additional Products 2,177.88$ YEAR Y * YEAR Y PO's - Add'l Product Licenses True-up - YEAR Z 887,924.58$ YEAR Z * YEAR Z PO's - True-up, incl $663K for Windows Srver Entr Total Cost 4,014,963.73$ 14,288,462.83$ YEAR Z - NORMAL BASELINE RENEWAL & TU: (True Baseline - Assuming Normal EA Renewal):Year 1 3 Year * Re-aligned the Pipeline qty's & costs to reflect qty's owned prior to true-up EA SA Renewal - Prior to True-up & True-down 4,632,613.68$ 13,897,841.04$ and true-down adjustments. Showed the true-up adjustment separately. Australia Renewal & Add'l License & SA 108,512.24$ 325,536.72$ Additional License & SA For MACs - Select 37,460.00$ 112,380.00$ * Increased the quantities back to the original quantities owned for the Total EA Renewal 4,778,585.92$ 14,335,757.76$ items that were reduced for Pipeline as a result of the ECI enrollment. EA True-up 388,615.50$ 388,615.50$ * Re-sized the costs to reflect the true 2011 baseline - assuming a normal SA renewal. Total Renewal + True-up Cost 5,167,201.42$ 14,724,373.26$ YEAR Z - ADJUSTED BASELINE RENEWAL & TU: (After Negotiations & EA Reconfiguration):Year 1 3 Year True-Down Rights: EA - SA Renewal 2,727,601.03$ 8,182,803.09$ * Right to true-down Enterprise Products if desktops/users decrease by more than 10%. Australia Renewal & Add'l License & SA - EA Included Included * True-down adjustment up to a max. of 25% of total qualified desktops and/or users. Additional Licenses & SA For MACs - Select **37,460.00$ 112,380.00$ ECI New Enrollment - EA 326,808.72$ 980,426.16$ * True-down prior to first anniversary date (i.e., allowed within first year only). EAP New Enrollment - EA 794,964.00$ 2,384,892.00$ Premier Support: Total EA Renewal 3,886,833.75$ 11,660,501.25$ * Right to utilize Premier Support at no add'l charge if support is needed for EA True-up 388,615.50$ 388,615.50$ non-enterprise products where SA was not renewed. Total Renewal + True-up Cost 4,275,449.25$ 12,049,116.75$ Total Savings ($) - Normal vs. Adjusted :891,752.17$ 2,675,256.51$ ECI Enrollment - (Integrates Windows Server Opr Ctr, Sys Ctr Srvr Mgt & Forefront Security): * Also stepped up Windows Enterprise to Data Center Suite. Provides unlimited virtualized instances, lowers EA costs vs. individual purchases, need only count processors in datacenter, provides 100% SA coverage, & TU costs are lower. Additional Discount off Level D Pricing: * Excess licenses in place as a result of server consolidation & previous method * Negotiated X% discount off CPS pricing from YEAR X. Negotiated away Microsoft of counting licenses (4:1) to ensure compliance for backup. price increase that was due to bill for the EA for the YEAR Z renewal. * Negotiated to hold TU pricing for new products flat. Negotiated away increase. * Previous LAR missed an opportunity during YEAR Z true-up to enroll us in EAP Enrollment - (Migrated SA for SQL Server, SharePoint Server, & Visual Studio: the ECI licensing program to help reduce the cost of the EA, and take advantage * Lowers costs to true-up each year vs. normal renewal. 40% Savings on new licenses. of per processor licensing and unlimited virtualized instances.* $250K per year unlimited problem resolution support. * We could have avoided $200K during YEAR Z true-up had ECI been executed. * Previous LAR, delivered little value-add. We awarded new LAR to EnPointe. EnPointe is a Microsoft software solutions providers, advisor, and licensing experts, who has demonstrated their ability to deliver cost-effective ideals and solutions, while providing oversight to prevent over-licensing by MS.Free Consulting Dollars: EnPointe also provider of across software technologies. Can leverage to reduce costs.* Negotiated $X in free consulting dollars with Microsoft. Key Highlights: Cost Savings Basis - (19% Total Savings): Comments: (Data Source: ePro Financials & Pipeline Data) (Microsoft LAR: XYZ) (Microsoft LAR: XYZ) (New Microsoft LAR: EnPointe)Negotiated New Contract Rights: Comments: 4.B.e Packet Pg. 229 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) *For some Publishers we are including PCM LOAs. As Being a wholly owned subsidiary of PCM, Inc these LOAs are valid for En Pointe Technologies Sales LLC. ** For a few smaller publishers we are in process of obtaining Letter of Authorization and will share with States as soon as we obtain them. 4.B.e Packet Pg. 230 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.e Packet Pg. 231 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.e Packet Pg. 232 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.e Packet Pg. 233 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.e Packet Pg. 234 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.e Packet Pg. 235 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - 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Authorize) 4.B.e Packet Pg. 271 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.e Packet Pg. 272 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.e Packet Pg. 273 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.e Packet Pg. 274 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.e Packet Pg. 275 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.e Packet Pg. 276 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.e Packet Pg. 277 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.e Packet Pg. 278 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) December 15, 2015 UltraBac Letter of Authorization RE: En Pointe Technologies Sales, LLC To Whom It May Concern: As of December 15, 2015, En Pointe Technologies Sales, LLC (En Pointe) is authorized by UltraBac Software to offer UltraBac’s backup and disaster recovery software products through the WSCA NASPRO Software VAR RFP vehicle. En Pointe agrees that before submitting any offer, quote or bid, that UltraBac will be consulted in advance and provided all necessary end-user details about the intended use of software to verify that the UltraBac products fully comply with end-user expectations and requirements. Upon positive verification, UltraBac will provide written authorization for each new opportunity based solely on the information provided by En Pointe that approves or disapproves the intended use of UltraBac Software Products. During the term of this Letter of Authorization, En Pointe may purchase approved software products at a price to be determined by the opportunity and the time of order. En Pointe will be solely responsible for the fitness of products sold unless UltraBac is provided the opportunity to consult directly with the end-user before purchase to verify that the proposed products will meet or exceed customer expectations. En Pointe is expressly prohibited from making any claims or warranties to software operation or function other than what is published on UltraBac’s website or is provided in writing by request from a Corporate Officer. Such authorization is effective as of December 8, 2015 and continues through May 8, 2016, unless earlier terminated or mutually extended by the parties. Sincerely yours, Morgan Edwards President & CEO 15015 Main Street Bellevue, WA 98007 425-644-6000 4.B.e Packet Pg. 279 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.e Packet Pg. 280 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.e Packet Pg. 281 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.e Packet Pg. 282 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.ePacket Pg. 283Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 1 Shafique, Madiha From:Peter Concannon <Peter.Concannon@acronis.com> Sent:Thursday, November 19, 2015 1:38 PM To:Fuller, Toya Subject:En Pointe Technologies LLC - Authorized Partner To whom it may concern, The purpose of this letter is to confirm that En Pointe Technologies, LLC is a bona fide partner of Acronis International, GmbH and as such is directly authorized to bid on government contracts. En Pointe Technologies LLC is authorized to resell, or otherwise provide Acronis’ products. Should you have any questions regarding this matter, please do not hesitate to contact John Downey at john.downey@acronis.com. Sincerely, Acronis International GmbH ________________________    Peter Concannon | Partner Account Manager Acronis, Inc | 1 Van de Graaf Drive, Suite 301, Burlington, MA 01803 Desk – (781) 782-9070 Mobile - (978) 394-6282       4.B.e Packet Pg. 284 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 500 Park Blvd., Suite 1350 • Itasca, IL 60143• p: 630-787-6686 • www.commvault.com April 27, 2015 EnPointe Technologies Sales LLC 18701 S Figueroa St Gardena, CA 90248 Attn: Taheem Rasool RE: 2015 Authorization Letter Dear Sir or Madam: CommVault Systems, Inc. (“CommVault”) as the manufacturer of CommVault- branded products and solutions, hereby confirms that EnPointe Technologies Sales LLC is a Channel Partner authorized to act as a reseller of the full line of CommVault products within the United States. Reseller is not authorized to agree to any terms or conditions on behalf of CommVault, and all products are sold subject to the terms of CommVault’s end user license and limited warranty agreement. Best regards, Scott A. Little Vice President, Sales 4.B.e Packet Pg. 285 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.e Packet Pg. 286 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize)                 May 15, 2015      To whom it may concern:    This letter confirms that En Pointe Technology Sales, LLC , headquartered at ​18701 S.  Figueroa Street in Gardena, CA​, is an official Goog​le Chromebooks Reseller.     If you have any questions, you can contact me at ​alisonsuzuki@google.com​.    Regards,   Alison      Alison Suzuki  Strategic Partner Manager, Google for Education    4.B.e Packet Pg. 287 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.e Packet Pg. 288 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize)   Palo  Alto  Networks,  Inc.     3300  Olcott  Street   Santa  Clara,  CA  95054       April 10, 2015 To Whom It May Concern: On behalf of the Global NextWave Partner Programs team at Palo Alto Networks, this is to inform you of the partnership between Palo Alto Networks, Inc. and: En Pointe Technologies Gardena, CA En Pointe Technologies is classified as a Platinum level partner in the Palo Alto Networks NextWave Partner Program. Thank you, Raegena Raymond-Brunker Global Channel Operations Specialist NextWave Partner Programs Team 4.B.e Packet Pg. 289 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.e Packet Pg. 290 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.e Packet Pg. 291 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 1759 Wehrle Drive Williamsville, NY 14221 Date: Monday, November 23, 2015 End User: Reseller:PCM Inc. & it’s subsidiaries - Hardware and Software Street Address:1940 E. Mariposa Avenue City, State & Zip Code:El Segundo, CA 90245 Contact Name:Asma Shahid Phone Number:310-337-5200 Email Address:AShahid@Enpointe.com Fax Number: Manufacturers: See Attached pdf for reference of manufacturers. GOVT AGENCIES: For confirming of product authorizations through Ingram Micro, Inc., please contact: W. Charles Graf, Program Manager 716.633.3600 Reseller is authorized to purchase, receive standard warranty support and to resell products from manufacturers listed below. This is not a commitment of product availability. Manufacturer's purchasing restrictions and authorizations may apply. For clarification as to depth and or requirements of manufacturer authorizations for Reseller account and upon ordering, Reseller should contact their Ingram Micro account representative. DISTRIBUTOR AUTHORIZATION FORM Prepared by Ingram Micro, Inc. Confidential 4.B.e Packet Pg. 292 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 365 SERVICES FLUKE NETWORKS CORE SERVICES ODYSSEY TOYS 3D SYSTEMS FLUKE NETWORKS HW-RSERVICES OFF-GRID SOLUTIONS 3DCONNEXION - COMPUTER ACCESSORIES FLUKE NETWORKS VISUAL OGIO - CASES 3M - OPTICAL SYSTEMS DIVISION FLUKE NETWORKS VISUAL - SERVICES OKIDATA - ACCESORIES 3M - WORKSPACE SOLUTIONS FORESCOUT TECHNOLOGIES OKIDATA - DOT MATRIX 3M TOUCH SCREEN FORTINET OKIDATA - PRINTERS 3M VISUAL SYSTEMS DIVISION FORTINET ACCESSORIES OKIDATA DOT MATRIX ACCESSORIES 4SIGHT FORTINET BUNDLE RENEWAL & SERVICES OKIDATA INTL SUPPLIES 4XEM FORTINET MID & HIGH END APPLIANCES OKIDATA SERVICES 5 NINE SOFTWARE FORTINET NFR OKIDATA SUPPLIES AAXA-PROJECTORS FORTINET SME PRODUCTS OKLAHOMA SOUND CORP ABBYY USA SOFTWARE HOUSE INC FORTINET TRAINING & PRO SERVICES OKLAHOMA SOUND CORP - DS ABBYY USA SOFTWARE HOUSE INC - LIC FORTINET UCC SERVICES OLYMPUS ABSOLUTE LICENSE FOXIT SOFTWARE OMNITRON SYSTEMS ACCELL FRAMEWORKS SYSTEMS ENGINEERING ONKYO-HOME AUDIO/VIDEO ACCESS HARDWARE SUPPLY FRONTIER SECURE OPEN TEXT INC ACECAD FUGOO-PERSONAL /PORTABLE OPENGEAR ACER - SERVERS FUJIFILM - DIGITAL OPLINK ACER - TABLETS FUJIFILM - FILM OPTOMA ACER (LA) FUJITSU COMPUTER PRODUCTS OPTOMA AUDIO ACER ACCESSORY FUJITSU CONSUMABLES OPTOMA PROAV ACER AMERICA - DESKTOPS FUJITSU IMAGING (SCANNERS) ORION AMERICA-TELEVISIONS ACER AMERICA - DISPLAYS GAMEVICE OTTERBOX ACER AMERICA - NOTEBOOKS GEAR HEAD-COMPUTER OTTERBOX B2B - 10002972 ACER AMERICA - OPTIONS GEFEN OTTERBOX LA ACER AMERICA - PROJECTORS GEIST OVERLAND - V3 ACER- CHROME PRODUCTS GENEVA OVERLAND STORAGE ACER- THIN CLIENTS GENOVATION OZOBOT ACER WARRANTIES & SERVICES GETWIRELESS PALO ALTO AUDIO DESIGN ACRONIS - ACCESS GIANT INTERNATIONAL PANASAS ACRONIS - CONSUMER GIGABYTE PANASONIC - HEADPHONES ACRONIS - PHYSICAL GIZMAC ACCESSORIES PANASONIC ACCESSORIES ACRONIS - RENEWALS GLOBAL MARKETING PARTNERS PANASONIC ARBITRATORS ACRONIS - VIRTUAL GLOBAL MARKETING PARTNERS - IMCE PANASONIC BATTERY ACRONIS CLOUD GLOBALSCAPE INC PANASONIC BROADCAST DISTRIBUTOR AUTHORIZATION FORM Manufacturers: 4.B.e Packet Pg. 293 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) DISTRIBUTOR AUTHORIZATION FORM Manufacturers: ACTELIS NETWORK INC GN NETCOM PANASONIC FLAT PANEL DISPLAYS ACTIONTEC GN NETCOM MOBILE PANASONIC PANABOARDS ACTIVATIONDESK GODIRECT PANASONIC PHYSICAL SECURITY ACTIVEPDF GOOGLE CHROME FOR EDU PANASONIC POS ACTON GOOGLE CHROME FOR WORK PANASONIC PRINTERS AND SUPPLIES ADAPTEC - EMERGING PRODUCTS & ACC GOOGLE CHROMEBOX FOR MEETINGS PANASONIC PROJECTORS ADAPTEC - RAID GORILLADIGITAL PANASONIC PROJECTORS - PRO AV ADDON GOSCAN PANASONIC SCANNERS ADDONICS GRAF & LANTZ CASES PANASONIC TELECOM ADESSO GRANDTEC USA PANASONIC TOUGH BOOKS ADOBE GREEN ONIONS SUPPLY PANASONIC WARRANTIES ADOBE ACADEMIC TLP GREENAIR PANASONIC WARRANTY ADOBE CLOUD SERVICES GUILLEMOT-VIDEO GAME PANASONIC-CAMERAS ADOBE CLP ACAD BOX MEDIA GUNNAR OPTIKS PANASONIC-MEDIA ADOBE CLP COMM ENTERPRISE LISC HAMILTON BEACH - SMALL APPLIANCES PANASONIC-PERSONAL CARE ADOBE CLP COMMERICAL HAUCK PANASONIC-SMALL APPLIANCES ADOBE CLP GOVT HAUPPAUGE PANDUIT ADOBE CLP-EDU LICENSING HAVIS PARA SYSTEMS DBA MINUTEMAN UPS ADOBE COMMERCIAL TLP HAWKING PARAMETRIC SOUND ADOBE ENTERPRISE ACAD LICS HEALTH SECURITY SOLUTIONS PARROT ADOBE ENTERPRISE GOVT LICS HECKLER DESIGN PATHWAY INNOVATIONS AND TECHNOLOGIE ADOBE GOVT TLP HEWLETT PACKARD - WORKSTATION OPTNS PCAMERICA ADOBE STUDENT TEACHER BOX HGST - ACTIVE ARCHIVE PEERLESS ET ADOBE VIP ACADEMIC LICS HGST - BRANDED PEERLESS INDUSTRIES ADOBE VIP COMMERCIAL LICS HGST - EMBEDDED PELICAN FLASHLIGHTS ADOBE VIP GOVT LICS HGST - ENTERPRISE PELICAN PRODUCTS- CASES ADONIT HGST - FULFILLMENT PENGUIN COMPUTING ADTRAN - BLUESOCKET HGST - IMSOURCING PENPOWER ADTRAN - NETVANTA IPT HGST - MOBILE PENTAX - RICOH IMAGING ADTRAN - NETVANTA UC HGST - SERVER PERLE SYSTEMS ADTRAN - PHONES HGST - SINGLE PHILIPS - MONITORS ADTRAN ACCESSORIES F HGST - SSD PHILIPS PROJECTORS - XS COMMERCE ADTRAN ACES E HGST - VIRIDENT PHILIPS SPEECH PROCESSING ADTRAN CABLES G HID GLOBAL - FARGO ELECTRONICS PIONEER PRO ADTRAN GENERAL HARDWARE A ACN HIGHPOINT TECHNOLOGIES PIVOT3 4.B.e Packet Pg. 294 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) DISTRIBUTOR AUTHORIZATION FORM Manufacturers: ADTRAN GENERAL HARDWARE REFURB HIPERWALL PLANAR DIGITAL SIGNAGE ADTRAN MV HITACHI PROJECTORS PLANAR SYSTEMS INC. ADTRAN NETVANTA INTERNETWORKING B K HITACHI PROJECTORS PROAV PLANAR TOUCH SCREENS ADTRAN PROCLOUD HONEYWELL LATIN AMERICA PLANON ADTRAN REFURB OTHER HONEYWELL MOBILITY PLANTRONICS INC ADVANING HONEYWELL PRINTERS PLANTRONICS MOBILE ADVENTURE LABS HONEYWELL SCANNING PLUGABLE TECHNOLOGIES AIC HONEYWELL SERVICES PLUSTEK ALERATEC HONEYWELL SOFTWARE PNY MEMORY ALEVA NATURALS HONEYWELL SOTI PNY QUADRO ALLIED - NET.COVER HONEYWELL SUPPLY CHAIN PRODUCTS PNY VIDEO GRAPHICS ALLIED TELESIS BOX HOSA-PRO SOUND POCOYO ALURATEK INC HP - IMSOURCING POIN2 LAB AMAZON.COM HP- IMSOURCING DS POLYCOM - IMSOURCING AMBIR TECHNOLOGY HP INC LA - IPG PRINTER LASER POLYCOM - IMSOURCING DS AMC HP INC LA - IPG SUPPLIES POLYCOM - INGRAM CPO DS AMC OPTICS HP INC. - CHROMEBOOKS PORTSMITH AMD HP INC. - CONSUMER ENTRY POWA POS AMD (LA) HP INC. - CONSUMER MONITOR POWERMAX AMER.COM HP INC. - CONSUMER PRODUCTS PREMIER MOUNTS AMERICAN BATTERY HP INC. - CTO PREMIERTEK AMPED WIRELESS HP INC. - DESK JETS PRIMERA TECHNOLOGY (PRINTERS) AMPLIVOX SOUND SYSTEMS HP INC. - DIGITAL SIGNAGE PRINTRONIX - ALL OTHER AMSTRON HP INC. - DIRECT CONNECT PRINTRONIX - LINE MATRIX AMZER HP INC. - INK SAP PRINTRONIX - PRINT CART ANONABOX HP INC. - INTL (SAP) PRINTRONIX - THERMAL ANTEC HP INC. - IPG CAREPACKS PRINTRONIX/TALLYGENICOM LINE MATRIX ANTHRO HP INC. - IPG MFP PRINTRONIX/TALLYGENICOM MEDIA AOC HP INC. - LASER ACCESSORIES PROMISE - WARRANTY AOPEN - SOLUTIONS HP INC. - LASER JET TONERS PROMISE TECHNOLOGY APANI NETWORKS HP INC. - LASER JETS PROOFPOINT - SECURITY APC - IMSOURCING HP INC. - MEDIA SAP PSION LA APG HP INC. - NSB COMPLEX SPECIAL PSION LA - 2A APG - CONTAINER/SP HP INC. - NSB DESKTOPS PTC APPLE - APPLECARE SERVICES HP INC. - NSB DISPLAYS PULSE SECURE 4.B.e Packet Pg. 295 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) DISTRIBUTOR AUTHORIZATION FORM Manufacturers: APPLE - EOL SYSTEMS HP INC. - NSB MOBILE WKS PULSE SECURE - LICENSING APPLE - SYSTEMS HP INC. - NSB NOTEBOOKS PULSE SECURE - PROSERVICES APPLE CTO (LA) HP INC. - NSB OPTIONS PULSE SECURE - RENEWALS APPLE CTO SYSTEMS HP INC. - NSB THINCLIENTS PULSE SECURE - SUPPORT APPLE CTO SYSTEMS - STOCK HP INC. - NSB WORKSTATIONS PYLE - PRO SOUND APPLE IPADS HP INC. - OFFICEJET PRO/ENT X PYLE AUDIO - HOME A/V APPLE IPODS AND APPLE TV HP INC. - PLOTTERS PYLE-CAR AUDIO/VIDEO APPLE MINI IPADS HP INC. - POS -AMO PYRAMID TIME SYSTEMS APPLE OPTIONS HP INC. - POS- CTO BDL QJO INC APPLE WIRELESS ACCESSORIES HP INC. - POS- NON SMARTBUY QLOGIC APPLECARE WARRANTY HP INC. - POS -OEM QLOGIC FABRICCACHE APPOSITE HP INC. - POS -SMART BUY PERI QLOGIC-SERVICES APPROVED MEMORY CORP. HP INC. - POS- SMARTBUY QNAP APPSENSE - LICENSING HP INC. - POS- SVS WRNTY QNAP WARRANTIES APPSENSE - TRAINING HP INC. - PPS LICENSING Q-SEE APRICORN MASS STORAGE HP INC. - PROBOOK B QUANTUM - DLT AQUATIC SAFETY CONCEPTS HP INC. - PSG CAREPACKS QUANTUM - DOT HILL ARCSERVE HP INC. - SB DESKTOP DISPLAYS QUANTUM - RENEWALS ARCSERVE - APPLIANCES HP INC. - SB DESKTOP OPTIONS QUANTUM ACCS (SSG) ARCSERVE - MSP HP INC. - SB DESKTOPS QUANTUM AUTOLOADERS (SSG) ARISTA NETWORKS HARDWARE HP INC. - SB MOBILE WKS QUANTUM MEDIA AND TAPES ARISTA NETWORKS STOCKING HP INC. - SB MOBILITY QUANTUM P-SERIES (SSG) ARKON HP INC. - SB NOTEBOOK OPTIONS QUANTUM SERVICES (SSG) ARMORACTIVE DIRECTSHIP HP INC. - SB NOTEBOOKS QUANTUM SOFTWARE ARUBA - CARE HP INC. - SB THINCLIENTS QUARK LICENSING ARUBA - CENTRAL HP INC. - SB WORKSTATION DISPLAYS QVS ARUBA - INSTANT HP INC. - SB WORKSTATION OPTIONS RAIN DESIGN ARUBA - LICENSING/SOFTWARE HP INC. - SB WORKSTATIONS RARITAN - DC TRACK ARUBA - NON INSTANT HP INC. - SCANNERS RARITAN - POWER ARUBA - RENEWALS HP INC. - SERVICES (SAP) RARITAN COMPUTER ASANTE HP INC. - SMARTBUY PSG RARITAN POWER IQ ASUS - CHROMEBOOK HP- INGRAM CPO DS RAZER - GAMING ASUS - COMPONENTS HPE - ARCSIGHT RED HAT (LICENSE) ASUS - DISPLAY HPE - ARUBA RED HAT ALLIANCE TRAINING ASUS - GAMING NOTEBOOK HPE - BCS RED HAT RHX 4.B.e Packet Pg. 296 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) DISTRIBUTOR AUTHORIZATION FORM Manufacturers: ASUS - MOTHERBOARDS HPE - BLADE OPTIONS RED HAT-JBOSS ASUS - NOTEBOOK ACCESSORIES HPE - BLADE SERVERS RED HAT-RHEV ASUS - NOTEBOOKS HPE - BUSINESS CLASS STORAGE RED PLANET ASUS - SYSTEMS HPE - CAREPACKS REDBEAM ASUS - TABLETS HPE - DAYONE CYCLICAL BILLING REFLEXION NETWORKS ASUS - VGA ATI HPE - ESOFTWARE RELAMPIT ASUS - VGA NVIDIA HPE - IP TELEPHONY RELIABRAND ASUSTOR HPE - MEDIA 7A REPLAY XD - PHOTO VIDEO AT&T HPE - NETWORKING OTHER RES - RSP SERVICES AT&T WIRELESS HPE - PROLIANT SERVERS RES PROFESSIONAL SERVICES ATDEC HPE - SERVER OPTIONS RES RENEWALS ATEN TECHNOLOGIES HPE - SERVER SMART BUY RETROSPECT - LICENSING ATLANTIC-PERSONAL & PORTABLE HPE - SERVICE RENEWALS REVO ATTACHMATE - VPA HPE - SERVICES CONTRACTS REVO AMERICA ATTO TECHNOLOGY HPE - SWITCHING REVOLABS AUDIO TECHNICA -PRO SOUND HPE - TIPPINGPOINT RF-LINK HOME AUDIO/VIDEO AUDIO VIDEO FURNITURE HPE - TOP OF RACK RICOH LASER (PRINTERS) AUDIOVOX-SATELLITE RADIO HPE - VISTA RICOH PROJECTORS AUTODESK EMPTY HPE - WLAN RICOH SUPPLIES AUTODESK E-TAIL VIRTUAL HPE LA - ISS ROAD MICE AUTODESK MEDIA KIT HPE LA - PROCURVE ROBERT BOSCH TOOL - DREMEL AUTODESK RETAIL BOX HPE LA - STORAGE ROCCAT INC AUTODESK RETAIL VIRTUAL HYPERSIGN ROCKY MOUNTAIN-KAT AUTODESK VAR COMMERCIAL I/O MAGIC CORP ROCSTOR AUTODESK VCP COMMERCIAL NON ACE I3INTERNATIONAL ROCSTORAGE - DS AUTODESK VCP GOVERNMENT IBM - BRANDED VMWARE ROSEWILL AVAYA - IMSOURCING IBM - ENTERPRISE STORAGE ROYAL SOVEREIGN INTERNATIONAL AVER INFORMATION IBM - IMSOURCING RSA - ADAPTIVE AUTHENTICATION AVERATEC INC IBM - INGRAM CPO DS RSA - ARCHER AVERMEDIA IBM - MID RANGE STORAGE RSA - NETWITNESS AVG BOX IBM - POWER SYSTEM RSA - PDP - G AVG GOV IBM - PURE SYSTEMS SERVICES RSA SECURITY ANALYTICS AVG LICENSE IBM - SERVICE ELITE PAYMENTS RSA - SERVICES AVG OEM IBM - SERVICEELITE CONTRACTS RSA - SERVICES & CONSULTING AVG-ED IBM EDGE RSA ENVISION 4.B.e Packet Pg. 297 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) DISTRIBUTOR AUTHORIZATION FORM Manufacturers: AVOCENT - CYCLADES IBM EDUCATION RSA SECURITY AVOCENT - PROAV IBM- ENTRY LEVEL STORAGE RSA SECURITY - DLP AVOCENT - PROAV MAINTENANCE IBM GARS-CLOUD BLUE RSA SECURITY - OPEN AVOCENT - SECURE PRODUCTS IBM- IMSOURCING DS RSA SECURITY HARDWARE AVOCENT AND CYCLADES SERVICES IBM ISS RTA PRODUCTS AVOCENT DIGITAL PRODUCTS IBM LABOR CONTRACTS SABRENT AVOCENT HUNTSVILLE CORP. IBM LABOR PSS SAKAR KIDS AVOCENT SOFTWARE & MAINTENANCE IBM MANAGED SECURITY SERVICES SAMSUNG - AV ACCESSORIES AVTEQ IBM PCDPS SAMSUNG - CONSUMER TABLETS AVUE IBM PURE FLEX SYSTEMS CTO & CUSTOM SAMSUNG - CONSUMER TV AXIOM IBM SOFTWARE - COGNOS SAMSUNG - DI AXIS COMMUNICATION INC IBM SOFTWARE - IM - DATA MGMT SAMSUNG - DI ACCESSORIES AXIS ELICENSING IBM SOFTWARE - LOTUS MSGNG &COLL SAMSUNG - PRO AV AXTON TECHNOLOGIES IBM SOFTWARE - LOTUS PORTAL SAMSUNG - SD MEMORY AZDEN-PRO SOUND IBM SOFTWARE - SAAS PARTIAL BILLING SAMSUNG - SSD MEMORY AZEND GROUP CORP IBM SOFTWARE - SS & UC SAMSUNG - TABLET ACCESSORIES B+B SMARTWORX (IMC NETWORKS) IBM SOFTWARE - TIV - AUTOMATION SAMSUNG - WARRANTIES BABY IBM SOFTWARE - TIV - ENT AST MGMT SAMSUNG- HOME APPLIANCE BARCO IBM SOFTWARE - TIV - SEC & COMP MGM SAMSUNG HOSPITALITY LCD BATTERY TECHNOLOGY IBM SOFTWARE - TIV - STRG MGMT SAMSUNG INFORMATION SYSTEMS BELKIN IBM SOFTWARE - VN - INFOSPHERE SAMSUNG LARGE FORMAT BELKIN - CABLES IBM SOFTWARE - W/S -BPM SAMSUNG MEMORY BELKIN - KVM IBM SOFTWARE - W/S -CORE SAMSUNG MOBILITY BELKIN - WEMO IBM SOFTWARE DOC/MEDIA SAMSUNG NOTEBOOKS BELKIN MOBILE IBM SOFTWARE- FILENET SAMSUNG PRINTER CONSUMABLES BELKIN-LINKSYS REFURB IBM SOFTWARE LEV SAMSUNG PRINTER HARDWARE BELLO - HOME AV IBM SOFTWARE -RATIONAL SAMSUNG TABLET BEM WIRELESS IBM SOFTWARE SMARTER CITIES SAMSUNG TABLETS LA BENQ IBM SOFTWARE VN SUPPORT PROVIDER SAMSUNG WARRANTIES AND SERVICES BENQ PROAV IBM SPSS ENTERPRISE SAMSUNG WLAN BIC-HOME AUDIO/VIDEO IBM SPSS STATISTICS SAMSUNG WLAN - LICENSES AND SERVICE BITDEFENDER ID TECH SAMSUNG-DAV BIXOLON IDEAL IND-CUSTOM INSTALL SAMSUNG-GALAXY GEAR 2 BIXOLON AMERICA IGEL SANDISK BLACK BOX CARTS IJSS SANDISK AAFES 4.B.e Packet Pg. 298 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) DISTRIBUTOR AUTHORIZATION FORM Manufacturers: BLACK BOX CORPORATION IM CHOICE ADVANTAGE - GOVED SANDISK BULK BLACKBERRY IM CHOICE ADVANTAGE - TECH SUPPORT SANDISK CORPORATION BLACKBERRY 12 VAS IM ENGRAVING SANDISK LA BLACKBERRY ACCESSORIES IM MOBILITY TEST SUB 2 SANDISK MOBILE BLACKBERRY GOVERNMENT SALES IMAGE MECHANICS SANDY LISA BLACKBERRY GOVT 12 VAS IMATION CORPORATION - COMMERCIAL SANGEAN-PERSONAL & PORTABLE BLISSLIGHTS IMATION CORPORATION - CONSUMER SANS DIGITAL BLITZCAST NETWORK INC IMATION IRONKEY SAP - DATABASE & TECHNOLOGY BLU-BRIGHTPOINT IMCE SERVICES SAP BUSINESS OBJECTS BMC SOFTWARE IMPULSE POINT DIRECTSHIP SAP BUSINESS OBJECTS LICENSING BMC-NUMARA LICENSING IMSOURCING SAPPHIRE BODYGUARDZ IMSOURCING - DS SATO - CLASS 20 BOICE ENTERPRISES INC. IMSOURCING - NSP SATO - CLASS 30 BOSCH SECURITY AL IMSOURCING - SAMSUNG SATO - CLASS 35 BOSCH SECURITY AUDIO INCIPIO SCALA BOSCH SECURITY VIDEO INFOCUS SCALE COMPUTING BOSS AUDIO-CAR AUDIO/VIDEO INFOCUS PROAV SCANNX - HARDWARE BOX INC INFOLOCK TECHNOLOGIES SCANNX - LICENSING BRACKETRON INFORMA SOFTWARE SCANSAFE SERVICES LLC/CISCO BRAIN CENTER AMERICA INFORMA SOFTWARE DIRECT SHIP SCHNEIDER ELECTRIC IT - CONTAINER BRAINBOXES INFOSONIC - VERYKOOL LA SCHNEIDER ELECTRIC IT - DIRECT SHIP BRANDED LOGISTICS INFRASCALE INC DIRECT SHIP SCHNEIDER ELECTRIC IT - WARRANTY BRAWN CONSULTING INGENICO SCHNEIDER ELECTRIC IT USA BRETFORD MANUFACTURING INGRAM - CPO SYSTEMS DS SCHNEIDER ELECTRIC IT-ISX DELL ONLY BRICKCOM INGRAM CPO DELL SDI TECHNOLOGIES-PERSONAL & PORTABL BRIGHT COMPUTING INGRAM CPO HP SDJ TECHNOLOGIES - MONSTER BRIGHTPOINT NA INGRAM CPO IBM SEAGATE - DATA RECOVERY BRIGHTSIGN INGRAM CPO LENOVO SEAGATE - ESG BROTHER INT L (SUPPLIES) INGRAM CPO - OPTIONS DS SEAGATE - ESG SINGLE BROTHER INTERNATIONAL INGRAM CPO POLYCOM SEAGATE - IMSOURCING BROTHER INTL (PRINTERS) INGRAM CPO CISCO SEAGATE - IMSOURCING DS BROTHER MOBILE - MEDIA INGRAM CPO OPTIONS SEAGATE - INGRAM CPO DS BROTHER MOBILE SOLUTIONS INGRAM CPO SEAGATE SEAGATE - NSG BROTHER MOBILE SOLUTIONS - MEDIA INGRAM CPO SYSTEMS SEAGATE - NSG SINGLE BROTHER MPRINT HARDWARE INGRAM MICRO CONTENT CREATION SERVI SEAGATE - PSG 4.B.e Packet Pg. 299 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) DISTRIBUTOR AUTHORIZATION FORM Manufacturers: BROTHER PJ6 HARDWARE INGRAM MICRO GLOBAL TRAINING SEAGATE - PSG SINGLE BROTHER RJ4 HARDWARE INGRAM MICRO SERVICES LLC SEAGATE - RETAIL BROTHER WARRANTY AND PRINTER MOUNTS INGRAM MICRO TRAINING - CISCO SEAGATE - SAMSUNG BUFFALO AMERICAS - CONSUMER NAS INGRAM MICRO TRAINING - JUNIPER SEAGATE (LA) MAXTOR PDTS BUFFALO AMERICAS - DAS INGRAM MICRO TRAINING - MICROSOFT SEAGATE CSS BUFFALO AMERICAS - NETWORKING INGRAM MICRO TRAINING - OTHER SEAGATE LA EXTERNAL BUFFALO AMERICAS INC INGRAM MICRO TRAINING - VMWARE SEAGATE LACIE BUSLINK MEDIA INGRAM MICRO TRAINING HP SECURE CHANNELS INC DIRECT SHIP C2G INNODESIGN INC. SEH TECHNOLOGY C2G - AUDIO UNLIMITED INNOVATION FIRST / RACK SOLUTIONS SEIKI LLC C2G - AV LINE INTEGRATED ARCHIVE SYSTEMS SEIKO INSTRUMENTS C2G - BULK INTEL SENECA DATA C2G - DIGITAL SIGNAGE INTEL - DESKTOP TRAY CPU SENNHEISER C2G - KVM & NETWORKING INTEL - ESG SHARP AQUOS/CONSUMER WARRANTY C2G CUSTOM INTEL - IMSOURCING SHARP ELECT - LARGE FORMAT DISPLAYS C2G TRANSCEIVERS INTEL - IMSOURCING DS SHARP WARRANTIES CA - APPLOGIC INTEL - MOTHERBOARDS SHARPER IMAGE CA - CLOUD INTEL - NETWORKING SHORETEL - SPECIAL CA - ERWIN INTEL - SERVER CPU SHUTTLE COMPUTER CA - NIMSOFT MONITOR INTEL - SERVER CPU -TRAY SIGNAGELIVE CAD AUDIO INTEL - SPARES/ACCESSORIES SIIG INC CALERO SOFTWARE INTEL - SSD SIIG-PROAV CALRAD INTEL COMPUTE STICK SILEX TECHNOLOGY CANARY COMMUNICATIONS INTEL -EXP (LA) SIMA-PHOTO VIDEO CANON INTEL NETWORKING - QLOGIC/INFINIBAN SKB PRODUCTS - SGC CANON - ACCESSORIES INTEL NUC MOTHERBOARDS SKYKICK CANON COMPUTER (SUPPLIES) INTEL RAID SKYTEX TECHNOLOGY CANON COMPUTER SYS. INC. INTEL SERVER LA SMART CANON LASER - CONSUMABLES INTEL TRAY LA SMK (GYRATION/MOVEA) CANON USA - PRINTERS INTERMEC ACCESSORIES SMK-LINK CANON USA - SCANNERS INTERMEC DESKTOP PRINTERS SMS AUDIO - HEADPHONES CANON WARRANTIES INTERMEC GSA SOCKET MOBILE CANON-PHOTO VIDEO INTERMEC INDUSTRIAL PRINTERS SOCKET MOBILE - ACCESSORIES CAPSA - RUBBERMAID HEALTHCARE INTERMEC MEDIA SOCKET MOBILE - WARRANTY & SERVICES CASE LOGIC-PERSONAL & PORTABLE INTERMEC MOBILE PRINTERS SOLARFLARE COMMUNICATION 4.B.e Packet Pg. 300 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) DISTRIBUTOR AUTHORIZATION FORM Manufacturers: CASIO ECR-COMPUTER INTERMEC MOBILITY SOLERATEC CASIO-COMPUTER INTERMEC NETWORKING SOLIDFIRE CASIO-TELEVISIONS & PROJECTORS INTERMEC PRODUCT LINKS SONICWALL - HARDWARE CBT SUPPLY INTERMEC RFID SONICWALL - NSA HARDWARE CCX CORPORATION INTERMEC SCANNING SONICWALL - NSA LICENSING CENOIRE INTERMEC SERVICES SONICWALL - SOFTWARE CHAMBERLAIN INTERMEC SOFTWARE SONICWALL NFR AND HA PRODUCTS CHANNEL SOURCES INTUIT SONNET TECHNOLOGIES CHANNEL SOURCES - BUSINESS LOGIC CO INTUIT - DC/POS BUNDLES SONOS INC. CHECK POINT SOFTWARE INTUIT ACADEMIC SONY - DI VIRTUAL WARRANTIES CHECK POINT-CAT SS INTUIT- DC/POS LICENSING SONY ELECTRONICS CHECKPOINT INTUIT POS HW BUNDLES SONY -MEDIA CHELSIO COMMUNICATIONS INTUIT QUICKBOOKS DESKTOP SOFTWARE SOPHOS MAINT SUPPORT CHERRY INTUIT QUICKBOOKS POS SW + HW BUNDL SOPHOS MM ENT NON UTM CHERRY GOVERNMENT INTUIT STANDALONE POS HW PERIPHERAL SOPHOS MM ENT UTM CHERRY HEALTHCARE IOGEAR SOPHOS PRO SERVICES CHIEF ION-PRO SOUND SOPHOS SMB NON UTM CHIP PC IOSAFE SOPHOS SMB UTM CHIP PC DIRECTSHIP IOSAFE DIRECT SHIP SOURCEFIRE CISCO - ASR9K IPCONFIGURE SPARKLE POWER CISCO - CCW LEARNING CREDITS IRIS SPECO OBSERVATION/SECURITY CISCO - CCW MULTI YEAR ISONAS SPRACHT CISCO - CDW ONLY MULTIYEAR SMARTNET ISTARUSA STADIA MEDIA LLC CISCO - CISCO CCW SERVICES ITSENCLOSURES DIRECTSHIP STAR MICRONICS CISCO - EDELIVERY IVIDEON GROUP STAR MICRONICS LA CISCO - EDELIVERY BORDERLESS NTWRKS IVINA STAR MICRONICS NC_NR CISCO - EDELIVERY DATA CENTER JAEGA SOFTWARE STAR MICRONICS SPARES CISCO - FUSIONSTORM JARDEN STAR MICRONICS-SVC CISCO - HW APP NETWRK SERVICES JATON STARTECH.COM CISCO - HW CABLES AND TRANSCEIVERS JAWBONE STEELSERIES CISCO - HW DATA CENTER SWITCHING JC TECHNOLOGIES STEREN-CUSTOM INSTALL CISCO - HW DIRECT SHIP JELCO STORIX CISCO - HW HIGH END ROUTERS JNL-BOUNTY HUNTER SUMMER INFANT CISCO - HW NETWORK MGMT/IOS JNL-NIGHT OWL OPTICS SUPERMICRO CISCO - HW NEXUS JUNIPER - CONFIGURATIONS SUPERMICRO COMPUTER INC 4.B.e Packet Pg. 301 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) DISTRIBUTOR AUTHORIZATION FORM Manufacturers: CISCO - HW OPTICAL NETWORKING JUNIPER - IMSOURCING DS SUPERSONIC INC. CISCO - HW ROUTERS - HR JUNIPER - TRAPEZE SURGEX CISCO - HW ROUTERS L/M JUNIPER 500/5000 SWAIVE CISCO - HW SECURITY JUNIPER ACCESS CONTROL SWANN CISCO - HW STORAGE JUNIPER APAC SUPPORT SWANN PROFESSIONAL CISCO - HW SWITCHES CHS JUNIPER CONTENT SUBS AND FUNK SBR SYBA CISCO - HW SWITCHES DT JUNIPER CTP SYMANTEC CISCO - HW TAA JUNIPER EMEA SUPPORT SYMANTEC - ACADEMIC CISCO HW TANDBERG VIDEO JUNIPER ENTERPRISE ROUTING SYMANTEC - APPLIANCE CISCO - HW UNIFIED COMM JUNIPER EX SERIES SWITCHING SYMANTEC - LOGISTICS CISCO - HW UNIFIED COMM RESTRICTED JUNIPER FIREWALL VPN SYMANTEC - OEM CISCO HW VIDEO JUNIPER H/E SW SRX BRANCH SRX LIC SYMANTEC - OFFICEMAX/FRY S CISCO - HW VOICE REFURB JUNIPER IDP SYMANTEC - VERISIGN LICENSING CISCO - HW WIRELESS JUNIPER NETWORKING SYMANTEC AUTHORIZED EXPRESS CORP CISCO - HW WIRELESS REFURB JUNIPER NEW SUPPORT SYMANTEC CLOUD SERVICES CISCO - IMSOURCING JUNIPER PRO SERVICES SYMANTEC ENTERPRISE TRAINING CISCO - IMSOURCING DS JUNIPER RENEWALS SYMANTEC EXPRESS LICENSING (CORP) CISCO - IRONPORT SERVICE JUNIPER SECURE ACCESS LICENSING SYMANTEC EXPRESS LICENSING- ACAD CISCO - IRONPORT SUBSCRIPTION JUNIPER SECURE ACCESS PRODUCT SYMANTEC EXPRESS LICENSING- GOV T CISCO - IRONPORT TAKEOVER JUNIPER SPI SYMANTEC- EXSP LICENISNG PROGRAM CISCO - MERAKI JUNIPER WLAN LICENSES SYMANTEC- INSTALLMENT CISCO - PROAV JUNIPER WX HARDWARE SYMANTEC MEDIA CISCO - SMALL BUSINESS PRO JUNIPER-IMSOURCING SYMANTEC RETAIL CISCO - SMART CARE JVC-CAMERAS SYMANTEC REWARDS LICENSING PROGRAM CISCO - SOURCEFIRE JVC-HEADPHONES SYMANTEC SPECIAL PROGRAMS CISCO - SV ISV1 KANGURU SYMANTEC TRAINING/TECH SUPPORT CISCO - SV - SMART CARE KANGURU DIRECT SHIP SYMANTEC/AMAZON CISCO - SV - SMART CARE TAKE OVER KASPERSKY - BOX SYMANTEC-SEP. CLOUD. ML CISCO - SV DIRECT SHIP KASPERSKY - CONSUMER LICENSING SYMBOL - ALL OTHER CISCO - SV PACKAGE SERVICES KASPERSKY - LIC/MAINT SYMBOL ADC - 1C CISCO - SV PROMO KB COVERS SYMBOL DC - IA CISCO - SV SMS-3 KEMP - DS SYMBOL IMC - 3RD PARTY CISCO - TAKEOVER ENTERPRISE SKUS KEMP TECHNOLOGIES SYMBOL IMC - CONFIGURED TERMINALS CISCO - TAKEOVER SMS DOLLAR BASED KENSINGTON TECHNOLOGY - MOBILE SYMBOL IMC - ISERV SERVICES CISCO - UCS KENSINGTON TECHNOLOGY - PROAV SYMBOL IMC-8580/8590 & OEM SCANNERS 4.B.e Packet Pg. 302 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) DISTRIBUTOR AUTHORIZATION FORM Manufacturers: CISCO - UCS BTO KENSINGTON TECHNOLOGY - SECURITY SYMBOL IMC-PERIPHERAL & ACCESSORIES CISCO - UNIFIED COMM DS KENSINGTON TECHNOLOGY GROUP SYMBOL IMC-SW LICS AND MAINTENANCE CISCO CCW SERVICES KEYTRONIC SYMBOL MC - 1A CISCO DIGITAL MEDIA KIDCO SYMBOL MC - 1A D/S CISCO- INGRAM CPO DS KIDS SYMBOL MC - 1B CISCO LA - EDELIVERY KINGSTON SYMBOL RF - 1A CISCO LA - SERVICES KINGSTON - VALUE RAM SYMBOL SV - 3A CISCO SMALL BUSINESS 2 KINGSTON DIGITAL MEDIA LA SYMBOL SV - 3B CISCO SMALL BUSINESS 3 KINGSTON MOBILE SYMBOL WI - 1D CISCO SMARTNET PSS SHARED SUPPORT KINGSTON PROPETARY (LA) SYMBOL WI - 1E CISCO WEBEX SAAS KINGSTON SSD SYMBOL WLAN - 1F CISCO-HP KINGSTON TECHNOLOGY DT & NOTEBOOKS SYMBOL WLAN - 1F D/S CISCO-SCANSAFE CCW KINGSTON TECHNOLOGY FLASH SYMBOL-MOTOROLA LA CITRIX - ACCESS GATEWAY KINGSTON TECHNOLOGY SERVER SYNOLOGY CITRIX - CALC KINIVO T1 VISIONS CITRIX - CLOUDSTACK KLIPSCH TABLET EXPRESS CITRIX - CSP KOBO INC. TANDBERG / EXABYTE - SSP CITRIX - ESSENTIALS XENSERVER KOCASO(GLOBAL PCT&S) TANDBERG DATA - LTO CITRIX - KAVIZA KODAK - EMA SERVICES TANDBERG DATA CORP CITRIX - MISC KODAK MA SERVICES TANGENT CITRIX - NETSCALER KODAK SCANNERS TARGUS CITRIX - TRAINING KOFAX TARGUS MOBILE CITRIX - WORKSPACE SUITE KONFTEL TECHNO SOURCE CITRIX - XENAPP FUNDAMENTALS KONICA MINOLTA - SUPPLIES TEKLYNX CITRIX - XENMOBILE KONICA MINOLTA PRINTING TEK-REPUBLIC CITRIX COURSEWARE BOOKS KOSS-HEADPHONES TELSTAR CITRIX WANSCALER KT&C TELY LABS CITRIX XENAPP KURIO TENABLE NETWORK CITRIX XENDESKTOP LACIE - PROFESSIONAL TENABLE NETWORK - RENEWAL CLARITY-TELECOM LACIE - SERVICES TENABLE SECURITY CENTER NEW CLEARONE LANCOPE INC TENABLE TRAINING CMS PRODUCTS LANCOPE INC. - MAINT AND SUPPORT 3Y TENABLE-SECURITY CENTER RENEWAL COBRA LANCOPE INC. - SRVC AND TRAINING TIC COCOON INNOVATIONS LANCOPE INC.- MAINT AND SUPPORT TICKERCOM COGNITIVE LANDESK - SHAVLIK PRODUCTS TIMBUK2 - CASES 4.B.e Packet Pg. 303 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) DISTRIBUTOR AUTHORIZATION FORM Manufacturers: COGNITIVE- MEDIA AND ACCESSORIES LANTRONIX T-MOBILE COLEMAN-OUTDOOR LANTRONIX DEVICE NETWORKING TMS COM TRADE LIC SUPPORT LANTRONIX SERVICES TOFFEE INTERNATIONAL PTY LTD COMNET LAVU INC. TOP & TECH COMODO SECURITY SOLUTIONS LEAP MOTION TOPAZ SYSTEMS COMODO SECURITY SOLUTIONS DS LENOVO - DESKTOP OPTIONS TOSHIBA - BTO COMPREHENSIVE CABLE LENOVO - DESKTOPS TOSHIBA - IMSOURCING COMPULOCKS LENOVO - INGRAM CPO DS TOSHIBA - NOTEBOOK ACCESSORIES COMPUTER SECURITY PRODUCT LENOVO - MONITORS TOSHIBA - SERVICES COMQUIP COMMUNICATIONS LENOVO - PRO AV TOSHIBA HARD DRIVES COMTRADE 3-YEAR SUPPORT LENOVO - SERVER OPTIONS TOSHIBA RETAIL COMTRADE USA LENOVO - THINKPAD OPTIONS TOSHIBA SYSTEMS COMTREND LENOVO - THINKPADS TOSHIBA TABLETS COMTROL CORP. LENOVO - THINKSERVER CORPORATE TOTAL TRAINING CONAIR HOSPITALITY LENOVO - THINKSERVER TS TOUCHSYSTEMS CONAIR-B STOCK LENOVO - X86 BLADES TOYS CONAIR-CUISINART LENOVO - X86 BRANDED VMWARE TP LINK CONAIR-PERSONAL CARE LENOVO - X86 EXPRESS 1&2 SOCKET TPG CONAIR-TRAVEL SMART LENOVO - X86 MS SOFTWARE TRADE KREATIVE SOLUTIONS GROUP - KI CONAIR-WARING PRO LENOVO - X86 POST WARRANTY SUPPORT TRANSCEND CONDUSIV TECHNOLOGIES LENOVO - X86 PURE SYSTEMS TRANSCEND LAT CONDUSIV TECHNOLOGIES GOVT LICENSE LENOVO - X86 PURE SYSTEMS SERVICES TRANSITION NETWORKS CONDUSIV TECHNOLOGIES LICENSING LENOVO - X86 REMOTE TECH SUPPORT TREND MICRO - ACAD / GOVT CONFIG 1 LENOVO - X86 SERVER 1&2 SOCKET TREND MICRO - BOX CONFIG 6 LENOVO - X86 SERVER OPTIONS TREND MICRO - DEEP SECURITY CONNECTPRO LENOVO - X86 SERVERS TREND MICRO - HARDWARE APPLIANCE CONTEX - SPARE PARTS LENOVO - X86 SERVICE PAQS TREND MICRO - LICENSING CONTEX A/S LENOVO - X86 SERVICEELITE CONTRACTS TREND MICRO - PREMIUM SUPPORT CONVERGENCE LENOVO - X86 SERVICES TREND MICRO MAINTENANCE COOLER MASTER USA LENOVO - X86 XSERIES STORAGE TREND MICRO S1 CORE BTS INC LENOVO CUSTOM TP AND DT TRENDNET - BUSINESS CLASS COREL LENOVO IDEACENTRE TRIDENT CASE COREL - ACADEMIC PRODUCT LENOVO IDEAPAD TRIPLETT TOOLS & METERS COREL - GOVT LENOVO PC LA TRIPLETT--BYTE BROS COREL LICENSING ACADEMIC LENOVO RETAIL OPTIONS TRIPP LITE 4.B.e Packet Pg. 304 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) DISTRIBUTOR AUTHORIZATION FORM Manufacturers: COREL LICENSING COMMERCIAL LENOVO SERVICES TRIPP LITE - PRO AV CORSAIR VALUE SELECT LENOVO- SOFTWARE TRIPPLITE CORSAIR XMS LENOVO STORAGE CORPORATE TROY JAMES BOYS CORTADO LENOVO STORAGE SERVICES TRYTEN CP TECHNOLOGIES LENOVO STORAGE TOPSELLER TURTLE BEACH SYSTEMS CRADLEPOINT LENOVO THINKSERV SERVICES TWELVE SOUTH CRADLEPOINT - ARC LENOVO THINKSTATIONS UBIQUITI NETWORKS CRADLEPOINT - WARRANTIES LENOVO TOPSELLER DT ULTRALIFE BATTERIES CRU LENOVO TOPSELLER THINKSTATION UNCAGED ERGONOMICS CTL CORP LENOVO TOPSELLER TP UNIDEN - OBSERVATION & SECURITY CTL DIRECT SHIP LEUPOLD UNIDEN 2-WAY RADIO CURTIS INTL. LEXIBOOKS UNIFORM INDUSTRIAL CORPORATION CYBER ACOUSTICS LEXMARK - BPD SUPPLIES UNIGUEST CYBER POWER SYSTEMS DS LEXMARK - SERVICES UNIRISE USA CYBERDATA LEXMARK PARTS UNITECH CYBERLINK DIRECT SHIP LEXMARK PRINTERS UNITECH - ALL ACCESSORIES CYBERLINK USA (CSDC) LEXMARK SUPPLIES UNITECH - ALL TERMINALS CYBERNET LG - EW2 UNITECH AMERICA LA/MEX CYBERPOWER SYSTEMS USA LG - NETWORK ATTACHED STORAGE UNYPOS INTERNATIONAL CYGNETT LG COMMERCIAL PRODUCTS UPLOGIX DA-LITE LG DIGITAL/AUDIO/VIDEO UPPER DESK INC. DANE ELEC-MEMORY/BLANK MEDIA LG ELECTRONICS URBAN FACTORY DANNY P LG HOSPITALITY US ROBOTICS - ACCESSORIES DASCOM LG WARRANTIES US ROBOTICS - BRANDED DESKTOP DATA LOCKER LIEBERT - CUSTOM SKU/NON-EDI UTILITY ASSOCIATES DATACOMM-CUSTOM INSTALL LIEBERT - EP1 V2 TECHNOLOGIES DIRECT SHIP DATACORE LIEBERT - EP1 WARR/SERV V7 DATACORE SERVICES LIEBERT - LES PRODUCTS V7 AUDIO DATALOGIC LIEBERT - SOFTWARE V7 HUBS AND CARD READER DATALOGIC ADC - CLASS 1 LIEBERT - SP1 V7 KEYBOARDS & MICE DATALOGIC ADC - CLASS 10 LIEBERT - SP1 WARR/SERV V7 LCD MONITORS DATALOGIC ADC - CLASS 12 LIFENSOUL V7 MEMORY DATALOGIC ADC - CLASS 2 LIFEPROOF V7 MOBILITY ACCESSORIES DATALOGIC ADC - CLASS 4 LINKSYS V7 MOUNTS AND STANDS DATALOGIC ADC - CLASS 5 LOGIC CONTROLS V7 NOTEBOOK CARRYING CASES 4.B.e Packet Pg. 305 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) DISTRIBUTOR AUTHORIZATION FORM Manufacturers: DATALOGIC ADC - CLASS 6 LOGITECH - COMPUTER ACCESSORIES V7 POWER DATALOGIC ADC - CLASS 7 LOGITECH (LA) V7 PROJECTORS DATALOGIC ADC - CLASS 8 LOREX-OBSERVATION/SECURITY V7 SCREEN FILTERS DATALOGIC ADC - CLASS 9 LUMENS INTEGRATION INC. V7 SECURITY ACCESSORIES DATALOGIC ADC - INACTIVE M & A TECHNOLOGY V7 TONER DATALOGIC ADC - NOCP M&S ACCESSORY NETWORK V7 WEB CAMS DATALOGIC ADC -CLASS 11 MACALLY PERIPHERALS V7-BATTERIES DATAMATION MAD CATZ-VIDEO GAME V7-CABLES DATAMAX - E CLASS PRINTERS MAGLITE V7G-REFURBISH DATAMAX - LA E-CLASS MAGTEK VALKEE OY DATAMAX - LA I-CLASS MAGTEK - MSR READERS VANGUARD DATAMAX - M/I/H/W/MP CLASS MAGTEK NR VAULT LOGIX DATAMAX - S-CLASS MAKERBOT VEEAM - CLOUD DATAMAX LA - TPPP MAKERBOT ACC VEEAM SOFTWARE DATAMAX- LA FIOSP MARINER SOFTWARE VEEAM SOFTWARE - LATAM DATAMAX MEDIA MAX CASES VEEAM SOFTWARE - RNWL DATAMAX-EXT REWINDERS AND MCL SW MAX CASES DS VEEAM SUPPORT DATAMAX-PORTABLE PRINT AND ACCESS MAXELL VERBATIM CORPORATION DATAMAX-SPARE PARTS AND SERVICES MAXELL - BATTERIES VERIFONE DATARAM MAXELL-HEADPHONES VERITAS BACKUPEX - RENEW DATASTOR MCAFEE NETWORK SECURITY GHE VERITAS BACKUPEX NEW DBL MCAFEE PREMIUM SUPPORT AND SERVICES VERITAS- BOX DECODED MCAFEE RETAIL (LA) VERITAS BUYING PROGRAMS - NEW DELL - AVOCENT MCAFEE RETAIL BOXED PRODUCT VERITAS BUYING PROGRAMS - RENEWAL DELL - AVOCENT WARRANTY MCAFEE SECURITY MGMT CORP VERITAS EXSP DELL - FEDERAL MCAFEE SECURITY MGMT GHE VERITAS HARDWARE DELL - IMSOURCING MCKLEIN COMPUTER CASES VERITAS SPECIAL PROGRAMS DELL - IMSOURCING DS MECAM LLC VERS DELL - INGRAM CPO DS MEDIPLAY VICTORINOX SWISS ARMY INC. DELL (LA) MELISSA & DOUG VIEWSONIC DELL CHROMEBOOKS MELLANOX - INGRAM CPO DS VIEWSONIC DISPLAYS DELL CTO MELLANOX SW VIEWSONIC LFD DELL ESG CTO MELLANOX TECHNOLOGIES VIEWSONIC PROAV DELL FEDERAL MERAKI - LEGACY VIEWSONIC VA DELL KACE MERU - ACCESSORIES VIEWZ 4.B.e Packet Pg. 306 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) DISTRIBUTOR AUTHORIZATION FORM Manufacturers: DELL LATITUDE MERU - PRODUCT VINPOWER DIGITAL DIRECTSHIP DELL MONITORS MERU - SUPPORT VIOLIN MEMORY DELL- NETWORKING METAL WARE - NESCO VISION SYSTEMS - GEOVISION DELL OPTIPLEX METRA-CAR AUDIO/VIDEO VISIONEER (SCANNERS) DELL PERIPHERALS METROPOLITAN VACUUM CLEANER CO VISIONEER SCANNERS DELL PRECISION MICRO FOCUS (PREVIOUSLY NETMANAGE)VISIONTEK DELL PRINTER ACCESSORIES MICRON VISUAL LAND DELL PRINTERS MICRON CONSUMER PRODUCTS GROUP VISUAL LAND DIRECT SHIP ONLY DELL PROJECTORS MICRONET VIVITEK DELL SERVERS MICROSEMI FTD VIVOTEK DELL SOFTWARE MICROSEMI POE SYSTEMS VIZIO DELL SOFTWARE - RENEWAL MICROSOFT VIZIO - HOME AV DELL- SOFTWARE CTO MICROSOFT - OPEN VALUE OFFICE365 E VIZIO - WARRANTIES DELL- STORAGE MICROSOFT - OPEN VALUE OFFICE365 M VMWARE - FEDERAL DELL TABLETS MICROSOFT / TOSHIBA VMWARE - FEDERAL RENEWAL DELL THIN CLIENT HARDWARE MICROSOFT CAMPUS AGREEMENT VMWARE - FEDERAL SUPPORT DELL VOSTRO MICROSOFT- ESD VMWARE - LICENSING DELL WARRANTIES MICROSOFT HARDWARE VMWARE - VCHS DIALOGIC - BUNDLED PRODUCT MICROSOFT LICENSING GE VMWARE LICENSING DIALOGIC (US) INC MICROSOFT MENTOR MEDIA VMWARE RENEWAL DIALOGIC (US) INCBOX MICROSOFT OFFICE PKC VMWARE VSPP DIAMOND MULTIMEDIA MICROSOFT OPEN ACADEMIC VOXX - ACCESSORIES DIGI INTERNATIONAL MICROSOFT OPEN BUSINESS 500+POINTS VPN DYNAMICS DIGITAL INN-AV CARE & MEDIA STORAGE MICROSOFT OPEN CHARITY VSN MOBIL DISTINOW MICROSOFT OPEN GOVERNMENT VS-NETWORKS DISTINOW - SVA MICROSOFT- OPEN OFFICE365 E VTECH D-LINK BUSINESS PRODUCTS SOLUTIONS MICROSOFT- OPEN OFFICE365 M VULCAN ELECTRONICS D-LINK SERVICE & MAINTENANCE MICROSOFT OPEN VALUE 250 ANNUITY VULCAN ELECTRONICS- DIRECT SHIP D-LINK SYSTEMS INC MICROSOFT OPEN VALUE 250 FULL PAY VUPOINT SOLUTIONS DOCKETPORT.COM MICROSOFT OVS-ES PROGRAM ACAD VXI DOCUSIGN MICROSOFT SCHOOL AGREEMENT WACOM DOD TECH MICROSOFT- SPLA LICENSING WACOM ACADEMIC DOTWORKZ MICROSOFT SURFACE WAHL APPLIANCES DOUBLESIGHT DISPLAYS MICROSOFT SURFACE ACCESSORIES WARRENTECH-WARRANTEES DOUBLESIGHT DISPLAYS DIRECTSHIP MICROSOFT SURFACE WARRANTY WASP BARCODE TECHNOLOGIES 4.B.e Packet Pg. 307 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) DISTRIBUTOR AUTHORIZATION FORM Manufacturers: DPI/GPX-PERSONAL & PORTABLE MICROSOFT WWF WASP FAST START/SILVER PARTNERS DRAPER MIDLAND-2 WAY RADIOS WASP GOLD PARTNERS DRAPER - DS MILESTONE SYSTEMS WASP PLATINUM PARTNERS DREAMBABY MILESTONE-SANUS WATCHGUARD - RENEWALS DROBO MIMIO WATCHGUARD - VIRTUAL SOLUTIONS DUVOICE MIMIO DIRECTSHIP WATCHGUARD SERVICES DYMO MIMO MONITORS WATCHGUARD SOHO & SOFTWARE DYMO CORPORATION MIO PHYSICAL WATCHGUARD SOHO SERVICES DYNASCAN MIRACLE BUSINESS WATCHGUARD TECHNOLOGIES EATON MITAC-MAGELLAN WATCHGUARD TECHNOLOGIES INC EATON - DIRECT SHIP MIZCO-HEADPHONES WATCHGUARD XTM HARDWARE EATON LA MMF WATCHGUARD XTM LICENSING ECO STYLE MOBILE EDGE WAVE SYSTEMS ECOMASTER TECHNOLOGY MOBOTIX WAVE SYSTEMS - SAFEND EDGE TECH MOFF INC. WAVELINK EDGE TECH CORPORATION MOTA WD - CUSTOM EECOLOR MOTIO INC WEBSENSE SERVICES EIZO INC MOTOROLA WEBSENSE TRITON HARDWARE EIZO INC. MOTOROLA/SYMBOL SV-3B (LA) WEBSENSE TRITON SOFTWARE EIZO PHYSICAL SECURITY MS LA FPP WEBSENSE TRITON SUPPORT ELECTRIC-SPIN MS LA HARDWARE WEBTRENDS - LICENSING ELEMENT CASE MS LA OPEN BUSINESS WEDGE NETWORKS-DIRECT SHIP ELEXA - LEVELMOUNT MS LA OPEN VALUE SUSCRIPTION WEIGH-TRONIX ELGATO SYSTEMS MS OPEN AZURE WESTERN DIGITAL - SMB ELITE SCREENS MS OV AZURE WESTERN DIGITAL - AV ELITE SCREENS DIRECTSHIP MS- OV LVL D ANNUITY OPTION WESTERN DIGITAL - AV SINGLE ELLI AND NOOLI MS OV LVL D FULL PAY OPTION WESTERN DIGITAL - DESKTOP ELO MS- OV2.0 ANNUITY OPTION WESTERN DIGITAL - IMSOURCING ELO - ALL-IN-ONE ELITE MS- OV2.0 FULL PAY OPTION WESTERN DIGITAL - LICENSES ELO - ALL-IN-ONE SYSTEMS MS SPLA WESTERN DIGITAL - NETWORKING ELO - PRO AV MSE WESTERN DIGITAL - RETAIL ELO - PRO AV ELITE MSI COMPUTER WESTERN DIGITAL- IMSOURCING DS ELO - TOUCHSCREENS MSI COMPUTER - NOTEBOOKS WESTERN DIGITAL LA ELO- ACCESSORIES MS-OPEN VALUE SUBSCRIPTION WESTERN DIGITAL-DESKTOP SINGLE ELO WARRANTIES & SERVICES MULTI-TECH SYSTEMS WESTERN DIGITAL-ENTERPRISE 4.B.e Packet Pg. 308 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) DISTRIBUTOR AUTHORIZATION FORM Manufacturers: ELUNEVISION MULTI-TECH WARRANTIES WESTERN DIGITAL-ENTERPRISE SINGLE ELUNEVISION DS MW PRODUCTS - MOUNTS WESTERN DIGITAL-MOBILE EMBARCADERO LICENSING MX LOGIC WESTERN DIGITAL-MOBILE SINGLE EMBARCADERO LICENSING ACADEMIC NADY-PRO SOUND WHISTLER-CAR AV EMC - INGRAM CPO DS NAMSUNG-DUAL-CAR A/V WHITECANYON SOFTWARE EN POINT TECHNOLOGIES NANOTECH ENTERTAINMENT WIDGETEER INC. EN POINTE TECHNOLOGIES SALES LLC NAVORI INC WINE ENTH-SMALL APPLIANCES ENABLE - IT NCH SOFTWARE WINNOV E-NABLER NCR - SUPPLIES WINSTON INTERNATIONAL DIRECTSHIP ENERGIZER NCR PRINTERS WONDER WORKSHOP ENERGIZER-BATTERIES NCR REALPOS-CLOSED WORKSPOT ENET NCR REALPOS-OPEN WORRYFREE GADGETS ENET - COPPER CABLES NCS TECHNOLOGIES INC. WOVENMEDIA ENET - DIRECT ATTACH CABLES NEC DISPLAY SOLUTION -LARGE FORMAT WOWWEE ENET - FIBER CABLES NEC DISPLAYS WYSE LICENSING & SERVICES ENET - MEDIA CONVERTORS NEC PROJECTORS WYSE TECHNOLOGY (WINTERM) ENET - MEMORY NEC PROJECTORS PROAV X1 DISCOVERY ENET - TRANSCEIVERS NEC WARRANTIES AND SERVICES XEROX - COLOR PRINTERS ENGENIUS NERO SOFTWARE XEROX - MONO PRINTERS ENGENIUS TECH VAR NEST LABS XEROX A3 ENMOTUS INC NETAPP US FOR PR XEROX ESERVICES ENSCONCE DATA TECHNOLOGY-DIRECT SHI NETGEAR - BASIC CBU XEROX SUPPLIES EP MEMORY NETGEAR BUSINESS CLASS XEROX SUPPLIES (LA) EPADLINK NETGEAR CONSUMER XEROX SUPPLIES A3 EPIPHAN SYSTEMS NETGEAR SERVICES XFX EPSON NETIQ - INFRASTRUCTURE MGMT XIAMEN - TRAVEL TEK TABLETS EPSON - ACCESSORIES NETIQ - SECURITY MANAGEMENT XIRRUS EPSON - DOT MATRIX NETIQ- VOIP YCAM EPSON - EXTENDED SERVICE PLAN NETIQ-FEDERAL YES TO EPSON - INK JETS NETPATIBLES YUJIN ROBOT INC. EPSON - PHOTO IMAGING NETPATIBLES DS ZAGG EPSON - PHOTO PRINTERS NEW POTATO TECHNOLOGIES ZAGG INC - IFROGZ EPSON - PROJECTOR ACC & HOME ENT NEXGEN STORAGE ZCOVER EPSON - PROJECTORS NEXGEN STORAGE - SUPPORT ZEBRA - 105 SERIES EPSON (SS-MET) NEXSAN ZEBRA - CUSTOM MEDIA 4.B.e Packet Pg. 309 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) DISTRIBUTOR AUTHORIZATION FORM Manufacturers: EPSON LA - SUPPLIES NEXSAN- SPARE PARTS ZEBRA - DESKTOP EQUINOX PAYMENTS NICELABEL ZEBRA - HC 100 SERIES EREPLACEMENT NIGHT OWL ZEBRA - KIOSK PRINTERS ERGOGUYS NIGHT OWL - OBSERVATION & SECURITY ZEBRA - KIOSK PRINTERS MEDIA ERGOTECH NIXEUS TECHNOLOGY ZEBRA - MEDIA ERGOTRON NORAZZA-AV CARE & MEDIA STORAGE ZEBRA - MOBILE ERGOTRON HEALTHCARE NOVELL ZEBRA - PAX ERGOTRON SERVICES NOVELL - ALA/SLA ZEBRA - RFID ESET - DESLOCK NOVELL - FEDERAL ZEBRA - SERVICES ESET - INITIAL NOVELL - MAINT RENEWAL STANDARD ZEBRA - SPARE PARTS ESET - RENEWALS NOVELL - MEDIA ZEBRA - WRISTBANDS MEDIA ESET - SUPPORT NOVELL - MLA ZEBRA - XI SERIES ESHIELDS - ISHIELDS NOVELL - NSPP (OEM) ZEBRA - Z SERIES ETYMOTIC RESEARCH NOVELL - SERVICES ZEBRA - ZT200 SERIES EVERSUN NOVELL - VLA LICENSING ZEBRA (LA) DESKTOP EVGA NOVELL-NS LIC EDU ZEBRA /SYMBOL DC-1A (LA) EVOLIS NOVELL-NS LIC NPG ZEBRA CARD - RFID/UHF/OTHER CARDS EVUTEC NOVELL-RP MAINT EDU ZEBRA CARD - UPGRADE KITS EXACQ ILLUSTRA NOVELL-RP MAINT NPG ZEBRA CARD C SERIES YMCKO EXACQ TECHNOLOGIES NOVELL-RS MAINT EDU ZEBRA CARD CATEGORY A EXAGRID NOVELL-RS MAINT NPG ZEBRA CARD CATEGORY B EXCEPTIONAL 3D INC NOVELL-VLA LIC EDU ZEBRA CARD PRINTERS EXTREME (LA) NOVELL-VLA LIC NPG ZEBRA CARD SPARE PARTS EYE-FI - MEMORY NSP - IMSOURCING DS ZEBRA INTL - MOBILE EZ DUPE-COMPUTER NUANCE - ACADEMIC LICENSING ZEBRA/SYMBOL ALL OTHER(LA) EZNEX INC NUANCE - CORP LICENSING ZEBRA/SYMBOL MC-1B (LA) F5 - BIG NUANCE - DRAGON MEDICAL BOX ZEBRA/SYMBOL WI-1F (LA) F5 RENEWALS NUANCE - DRAGON MEDICAL LICENSING ZEBRA/SYMBOL WI-1F D/S (LA) FABRIQUE NUANCE - GOVT LICESNING ZEBRACARD - VALUE LINE FELLOWES NUANCE COMMUNICATIONS ZEBRACARD (ELTRON) FILEMAKER NUANCE DOCUMENT IMAGING - BOX ZENTERA SYSTEMS FILEMAKER INC. ACADEMIC NUANCE DOCUMENT IMAGING - LICS ZERODESKTOP DBA NCOMPUTING FILEMAKER INC. ED VLA NUMARK-PRO SOUND ZHONE TECHNOLOGIES INC FILEMAKER INC. VLA NUTANIX ZHONE TECHNOLOGIES SERVICES FIN ROBOTICS NUTONE-CUSTOM INSTALL ZINGARR- TABLETS 4.B.e Packet Pg. 310 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) DISTRIBUTOR AUTHORIZATION FORM Manufacturers: FITBUG NVIDIA ZOMM FLUKE NETWORKS NXG-MOBILE ACCESSORIES ZOOM TELEPHONICS FLUKE NETWORKS - AIRMAGNET OBIHAI TECHNOLOGY ZOOMSWITCH FLUKE NETWORKS CORE OCZ STORAGE SOLUTIONS ZOTAC ZUBIE ZYXEL 4.B.e Packet Pg. 311 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.e Packet Pg. 312 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.e Packet Pg. 313 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.e Packet Pg. 314 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.e Packet Pg. 315 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.e Packet Pg. 316 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 4.B.e Packet Pg. 317 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) November 19, 2015 To Whom It May Concern, Subject: Confirmation of Veritas Partner Force Program Membership Enrollment This serves to confirm that PCM dba En Pointe Technologies Sales, LLC located at: 1940 E. Mariposa Avenue, El Segundo, California 90245, is a current member of the Veritas Partner Force Program (VPF), and has been since October 6, 2015. PCM dba En Pointe Technologies Sales, LLC has met the membership requirements of a Veritas Platinum tier partner, is in good standing, and holds the following Veritas Competency membership/s, recognizing their demonstrated proficiency in the below solution and delivery areas, and as published on the Partner Locator. Archiving – Expert Enterprise Backup and Recovery – Expert Mid-Market Backup and Recovery - Expert Dynamic Storage and Continuity – Principal PCM dba En Pointe Technologies Sales, LLC. has rights to advertise its status as a partner under the VPF, provided that any such rights and obligations are carried out in accordance with, including but not limited to, the VPF Agreement entered into between Veritas Technologies LLC and PCM dba En Pointe Technologies Sales, LLC, and any additional, applicable policies or guidelines contained on the Veritas PartnerNet Portal. Confirmation is as of today’s date, November 19, 2015. Sincerely, John Emard Sr. Director Global Channel Operations & Programs Veritas Technologies LLC John.emard@Veritas.com 4.B.e Packet Pg. 318 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe Reporting Capabilities 4.B.e Packet Pg. 319 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) En Pointe Reports TABLE OF CONTENTS TABLE OF CONTENTS ............................................................................................................. ii EXECUTIVE SUMMARY ........................................................................................................... 1 EN POINTE REPORTING CAPABILITIES ..................................................................................... 4 MANUAL REPORTS ................................................................................................................ 9 ASSET MANAGEMENT REPORTS - ACCESSPOINTE ................................................................. 16 INVOICING REPORTS ............................................................................................................ 19 Detailed Reports .................................................................................................................. 20 RENEWAL REPORTING ......................................................................................................... 22 ON-DEMAND REPORTING .................................................................................................... 26 APPENDIX B EN POINTE QUARTERLY BUSINESS REVIEW_6_6 ................................................ 27 Quote & Invoices ................................................................................................................. 39 Software Quote ........................................................................................................................... 39 Hardware Invoice ......................................................................................................................... 41 Software Invoice .......................................................................................................................... 42 4.B.e Packet Pg. 320 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 1 En Pointe Reports EXECUTIVE SUMMARY En Pointe has a variety of detailed reports which are all customizable to includ e specific need of our clients. Our reports can be sorted by authorized users and allow them to view information in any manner they choose. These reports will provide snapshots to the customer by affiliate, location and (or) your entire organization. Stakeholders may access reports for their specific location and can be automatically e-mailed to the requestor. Administrators may access the reports, 24 hours a day, 7 days a week, via a secure login utilizing En Pointe’s AccessPointe. Reports will also be provided by means of your En Pointe Account Manager or inside account team as required in the terms. Our reporting tools are both intuitive and powerful utilizing excel file formats, scheduling engines, and the ability to customize every aspect of your repo rt. Your Account Executive uses these reports to ensure compliance and the entire system makes it very easy for him to help your organization to always be audit ready. Reporting is fundamental to our project methodology and we will customize our reports to meet your criteria stated above. Our E-procurement system is providing reports and hassle-free e- procurements services to our customers nationwide. 4.B.e Packet Pg. 321 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 2 En Pointe Reports 4.B.e Packet Pg. 322 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 3 En Pointe Reports Reporting Manage purchases, save time and take control of your account with AccessPointe’s robust and easy to use reporting engine.  Use standard reports for instant access to order and account history  Summarized and detailed reports available  Download reports in your favorite format on your computer or save them in your AccessPointe profile to retrieve them later, as per your convenience  Ability to apply filter options to pull out only the desired data  Share reports with your colleagues using Send Email option  Get your reports in your mailbox using scheduling feature  Print them instantly without leaving the page  Customize your report to exclude unwanted columns, if needed  View comparative statistics 4.B.e Packet Pg. 323 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 4 En Pointe Reports EN POINTE REPORTING CAPABILITIES En Pointe has a variety of purchase activity reports available via the web, electronically (through email), and/or directly from your En Pointe account team. Our reports can track buying at every level and break down spend by division, parent, ship -to location, etc., to give you a clear view of your purchasing patterns. Standard Reports Standard Reports are available online via a secure login utilizing En Pointe’s AccessPointe. • Report of Outstanding Orders • Purchase History • Detail Report by Publisher • Detail Report by Customer PO# • Raw Data File (all fields captured) • Summary Totals by Product Name • Summary Totals by Publishers • Customer-Specific Price List • Snapshot Report – graphical summary of purchase activity data • Purchase Activity Detail Report Premium Reports En Pointe offers additional reports for customers who would like to track licenses, maintenance consumption, or view non-standard purchase activity. The following Premium reports are available: • License Consumption Report • Maintenance Accumulation Report • Global Report • Total Sales by Month • Purchase Activity Detail Report • Summary Mfg. Total by Dollars • PAR by Mfg./Product • Product Totals by Description • Units Shipped/Units Returned • Sales Orders Report • Customer Contract Listing • Cost Savings • Return Activity • Publisher Account Guide 4.B.e Packet Pg. 324 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 5 En Pointe Reports Custom Reports For reporting requirements not covered by our standard or premium reports, En Pointe can create customized reports to capture any customer -specific data management field in any format that meets your needs. Custom reports may or may not be fee based depending on the complexity and manual effort required to create and distribute the report. Our robust reporting applications provide a number of branding, dashboard configurations, customer fields (line item and header) and feature personalization. En Pointe can provide multiple profiles for users, and tailor each user profile to meet specific needs. Such custom features include capture of Business Unit Number, Cost Center Number, and Compliance Point Value. Below are some of the examples of our reports. 4.B.e Packet Pg. 325 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 6 En Pointe Reports 4.B.e Packet Pg. 326 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 7 En Pointe Reports Reporting Output Options 4.B.e Packet Pg. 327 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 8 En Pointe Reports 4.B.e Packet Pg. 328 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 9 En Pointe Reports MANUAL REPORTS We have standard reports available on our E-procurement solution and from our ERP solution we can generate custom report with up to as many data elements as you need. Please see the following screenshot for the sample reports of AccessPointe and a sample manual report run in our ERP system. Sample Manual Reports: Invoice # Inv Cr. Dt. Doc # Doc Date Cust. PO # Contract# Req. Del. Dt. Customer # Customer Name Item # XXXXXX16 2/20/2015 XXX93247 2/18/2015 XXX51288 75018419 2/18/2015 100xxxx Demo 10 XXXXXX17 2/20/2015 XXX93251 2/18/2015 XXX51290 75018419 2/18/2015 100xxxx Demo 10 XXX94028 2/24/2015 XXX93065 2/17/2015 XXX51199 75028520 2/17/2015 100xxxx Demo 10 XXX94029 2/24/2015 XXX93108 2/18/2015 XXX51226 75028520 2/18/2015 100xxxx Demo 10 XXX94033 2/24/2015 XXX93230 2/18/2015 XXX51282 2/18/2015 100xxxx Demo 10 XXX94030 2/24/2015 XXX93249 2/18/2015 XXX51289 75028520 2/18/2015 100xxxx Demo 10 XXX94034 2/24/2015 XXX93432 2/19/2015 XXX51412 75028520 2/19/2015 100xxxx Demo 10 XXX94032 2/24/2015 XXX93433 2/19/2015 XXX51411 2/19/2015 100xxxx Demo 10 XXX94035 2/24/2015 XXX93497 2/19/2015 XXX51440 2/19/2015 100xxxx Demo 10 XXX94036 2/24/2015 XXX93516 2/20/2015 XXX51488 2/20/2015 100xxxx Demo 10 XXX94726 2/25/2015 XXX93638 2/20/2015 XXX51535 2/20/2015 100xxxx Demo 10 XXX96046 2/27/2015 XXX93033 2/17/2015 XXX51187 75018419 2/17/2015 100xxxx Demo 40 XXX96046 2/27/2015 XXX93033 2/17/2015 XXX51187 75018419 2/17/2015 100xxxx Demo 30 XXX96047 2/27/2015 XXX93392 2/19/2015 XXX51398 75018419 2/19/2015 100xxxx Demo 20 XXX96047 2/27/2015 XXX93392 2/19/2015 XXX51398 75018419 2/19/2015 100xxxx Demo 10 XXX98484 3/5/2015 XXX93276 2/18/2015 XXX51293 2/18/2015 100xxxx Demo 20 Material # Mfg Part # Mfg Name Categories Product Type Short Desc 000000000060399652 D86-05323 Microsoft New License Visio Standard 2013 New License Select P 000000000060411654 C5E-01150 Microsoft New License VStudio Professional 2013 New License Se 000000000060395751 65195271AD01A00 Adobe Systems Inc. Upgrade License Acrobat Pro TLPLevel1 Upgrade License U 000000000060395750 65196715AD01A00 Adobe Systems Inc. Upgrade License Acrobat TLPLevel1 Upgrade License Unive EP3501015 SNAG01-12 TechSmith Corporation Techsmith Com Snagit Box 1 User 000000000060395749 65197414AD01A00 Adobe Systems Inc. New License Acrobat TLPLevel1 New License Universal 000000000060395749 65197414AD01A00 Adobe Systems Inc. New License Acrobat TLPLevel1 New License Universal EP3564328 WZ19STDMLDVD Corel Corporation WinZip 19 Standard Mediakit Most Current EP3225817 CAMS01-8 TechSmith Corporation TechSmith Camtasia Studio8 F/Windows FPP EP3501015 SNAG01-12 TechSmith Corporation Techsmith Com Snagit Box 1 User EP3501015 SNAG01-12 TechSmith Corporation Techsmith Com Snagit Box 1 User 000000000060399603 076-05292 Microsoft New License Project 2013 New License Select Plus-Lev 000000000060399652 D86-05323 Microsoft New License Visio Standard 2013 New License Select P 000000000060399603 076-05292 Microsoft New License Project 2013 New License Select Plus-Lev 000000000060399652 D86-05323 Microsoft New License Visio Standard 2013 New License Select P EP3579192 RCRNXT3MLMBAM Corel Corporation CREATOR NXT 3 ML FPP 4.B.e Packet Pg. 329 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 10 En Pointe Reports Long Desc Hierarchy Program Cntrt Lvl Visio Standard 2013 New License Select Plus-Level D Single Language (Non-Specific OS) Single License Corporate 05 Select Plus Level D VStudio Professional 2013 New License Select Plus-Level D Single Language (Non-Specific OS) Single License Corporate 05 Select Plus Level D Acrobat Pro TLPLevel1 Upgrade License Universal English 11.0 Muti- platform Single User Corporate 05100 TLP Level1 Acrobat TLPLevel1 Upgrade License Universal English 11.0 Windows Single User Corporate 05100 TLP Level1 Techsmith Com Snagit Box 1 User FPP Most Current CD Rom American English (Non-specific OS) 1 User Corporate 05200 Acrobat TLPLevel1 New License Universal English 11.0 Windows Single User Corporate 05100 TLP Level1 Acrobat TLPLevel1 New License Universal English 11.0 Windows Single User Corporate 05100 TLP Level1 WinZip 19 Standard Mediakit Most Current DVD Multilingual (Windows) 1 User Corporate 05 TechSmith Camtasia Studio8 F/Windows FPP 8.0 CD Rom American English (Windows) 1 User Corporate 05150 Techsmith Com Snagit Box 1 User FPP Most Current CD Rom American English (Non-specific OS) 1 User Corporate 05200 Techsmith Com Snagit Box 1 User FPP Most Current CD Rom American English (Non-specific OS) 1 User Corporate 05200 Project 2013 New License Select Plus-Level D Single Language (Non- Specific OS) Single License Corporate 05 Select Plus Level D Visio Standard 2013 New License Select Plus-Level D Single Language (Non-Specific OS) Single License Corporate 05 Select Plus Level D Project 2013 New License Select Plus-Level D Single Language (Non- Specific OS) Single License Corporate 05 Select Plus Level D Visio Standard 2013 New License Select Plus-Level D Single Language (Non-Specific OS) Single License Corporate 05 Select Plus Level D CREATOR NXT 3 ML FPP Most Current DVD Multilingual (Windows) 1 User Corporate 05 4.B.e Packet Pg. 330 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 11 En Pointe Reports OS Env Ver Languauge # of Users Maintenance Media Q - Ord Q - Dlv Unit Price Non-Specific OS 2013 Single Language Single License Not Applicable 1 0 $ 172.00 Non-Specific OS 2013 Single Language Single License Not Applicable 1 0 $ 343.00 Muti-platform 11.0 Universal English Single User Optional 1 1 $ 190.00 Windows 11.0 Universal English Single User Optional 1 1 $ 133.00 Non-specific OS Most Current American English 1 User CD Rom 1 1 $ 44.00 Windows 11.0 Universal English Single User Optional 1 1 $ 285.00 Windows 11.0 Universal English Single User Optional 1 1 $ 285.00 Windows Most Current Multilingual 1 User DVD 1 1 $ 38.00 Windows 8.0 American English 1 User CD Rom 1 1 $ 253.00 Non-specific OS Most Current American English 1 User CD Rom 1 1 $ 44.00 Non-specific OS Most Current American English 1 User CD Rom 1 1 $ 44.00 Non-Specific OS 2013 Single Language Single License Not Applicable 1 0 $ 388.00 Non-Specific OS 2013 Single Language Single License Not Applicable 1 0 $ 172.00 Non-Specific OS 2013 Single Language Single License Not Applicable 1 0 $ 388.00 Non-Specific OS 2013 Single Language Single License Not Applicable 1 0 $ 172.00 Windows Most Current Multilingual 1 User CD Rom 1 1 $ 77.00 Ext Price Ship ID S.Address S.Street S.City S.State S.Zip Ship To Party No Sold To Name Sold To Address Sold To City Sold To State Sold To ZIP $ 172.00 5700001 Demo Demo Demo Demo 90501 5700001 Demo Customer Demo Address TORRANCE CA Demo-1150 $ 343.00 5700001 Demo Demo Demo Demo 90501 5700001 Demo Customer Demo Address TORRANCE CA Demo-1150 $ 190.00 5700001 Demo Demo Demo Demo 90501 5700001 Demo Customer Demo Address TORRANCE CA Demo-1150 $ 133.00 5700001 Demo Demo Demo Demo 90501 5700001 Demo Customer Demo Address TORRANCE CA Demo-1150 $ 44.00 5700001 Demo Demo Demo Demo 90501 5700001 Demo Customer Demo Address TORRANCE CA Demo-1150 $ 285.00 5700001 Demo Demo Demo Demo 45242 5700001 Demo Customer Demo Address TORRANCE CA Demo-1150 $ 285.00 5700001 Demo Demo Demo Demo 90501 5700001 Demo Customer Demo Address TORRANCE CA Demo-1150 $ 38.00 5700001 Demo Demo Demo Demo 90501 5700001 Demo Customer Demo Address TORRANCE CA Demo-1150 $ 253.00 5700001 Demo Demo Demo Demo 90501 5700001 Demo Customer Demo Address TORRANCE CA Demo-1150 $ 44.00 5700001 Demo Demo Demo Demo 90501 5700001 Demo Customer Demo Address TORRANCE CA Demo-1150 $ 44.00 5700001 Demo Demo Demo Demo 92618 5700001 Demo Customer Demo Address TORRANCE CA Demo-1150 $ 388.00 5700001 Demo Demo Demo Demo 90501 5700001 Demo Customer Demo Address TORRANCE CA Demo-1150 $ 172.00 5700001 Demo Demo Demo Demo 90501 5700001 Demo Customer Demo Address TORRANCE CA Demo-1150 $ 388.00 5700001 Demo Demo Demo Demo 90501 5700001 Demo Customer Demo Address TORRANCE CA Demo-1150 $ 172.00 5700001 Demo Demo Demo Demo 90501 5700001 Demo Customer Demo Address TORRANCE CA Demo-1150 $ 77.00 5700001 Demo Demo Demo Demo 90501 5700001 Demo Customer Demo Address TORRANCE CA Demo-1150 4.B.e Packet Pg. 331 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 12 En Pointe Reports AccessPointe - Standard Reports 4.B.e Packet Pg. 332 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 13 En Pointe Reports Our reporting module makes your life easy. • 3 - Way PO Matching Report • Detail Report by Customer PO • Detail Report by Ship to location • Invoice Summary • License Contract Summary • Order Confirmation Report • Outstanding Orders by Account • Previous Purchase History Report • Product Totals by Publisher/Manufacturer • Product Totals by Quantity We also have dynamic reporting tools. • Purchase Activity Detail Report • Purchase Summary by Billing Location • Purchase by Contract • Raw Data File • Requisition Summary Report • Snapshot • Summary by Publisher/Manufacturer Name • Top Publisher/Manufacturer Summary • Total Sales by Year and Month 4.B.e Packet Pg. 333 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 14 En Pointe Reports 4.B.e Packet Pg. 334 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 15 En Pointe Reports 4.B.e Packet Pg. 335 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 16 En Pointe Reports ASSET MANAGEMENT REPORTS - ACCESSPOINTE ContractID EnrollmentNumber MasterAgreementNumber Publisher TotalQuantity TotalSalesAmount 75018xxx 6229794 Microsoft 7 $ 14,670.84 75018xxx 4960985 Microsoft 16 $ 4,746.12 75020xxx 4400325764 Adobe Systems Inc. 45 $ 25,713.71 75020xxx 4400331470 Adobe Systems Inc. 370 $ 8,916.39 75024xxx PPA# 194433 -3274413 IBM 1 $ 404.75 75025xxx EA#114103141 VMware, Inc. 71 $ 49,428.30 75026xxx TLP-WSCA Corel Corporation 2 $ 38.40 75026xxx VLP TechSmith Corporation 4 $ 377.17 75027xxx 0266B3EEAD438E4FAECA Adobe Systems Inc. 2 $ 1,075.80 ContractID PartDescription PoolDescription Quantity SalesAmount 75018xxx SQL SERVER STANDARD CORE Most Current Version Enterprise Enterprise-Additional Product Level D Year 2 (Prepaid) All Languages (Non-SpecificS Bundle 4 $ 12,738.00 75018xxx Windows Server Most Current Version Enterprise Enterprise-True Up LevelD Year 2 (Prepaid) All Languages (Non-Specific OS) Single License Gov Bundle 3 $ 1,932.84 75018xxx SQL SERVER DEVELOPER 2014 New License Select Plus-Level D Single Language (Non-Specific OS) Single License Corporate License 1 $ 23.64 75018xxx VStudio Professional 2013 New License Select Plus-Level D Single Language (Non-Specific OS) Single License Corporate License 12 $ 3,859.20 75018xxx VStudio Team Foundation Svr Usr CAL 2013 New License Select Plus- Level D Single Language (Non-Specific OS) Single License Corporate License 3 $ 863.28 75020xxx Design & Web Prem CLP5.0 Level2 Upgrade License Universal English 6.0 Muti-platform Government Single User License Upgrade 4 $ 1,908.34 75020xxx DESIGN STANDARD 6.0 New License CLP5.0-Level2 Universal English (Muti-platform) Single User Government License 2 $ 2,168.26 75020xxx DESIGN STANDARD CLP5.0 Level2 New License Universal English 6.0 Muti-platform Government Single User License 12 $ 13,092.85 75020xxx DESIGN STANDARD CLP5.0 Level2 Upgrade License Universal English 6.0 Muti-platform Government Single User License Upgrade 12 $ 3,947.56 75020xxx FrameMaker CLP5.0 Level2 New License Universal English 12.0 Windows Government Single User License 1 $ 871.54 75020xxx InDesign CLP5.0 Level2 New License Universal English 8.0 Muti- platformGovernment Single User License 4 $ 2,371.08 75020xxx Photoshop CLP5.0 Level2 New License Universal English 13.0 Muti- platform Government Single User License 1 $ 583.34 75020xxx Photoshop CLP5.0 Level2 Upgrade License Universal English 13.0 Muti- platform Government Single User License Upgrade 1 $ 166.24 75020xxx Photoshop Elements CLP5.0 Level2 New License Universal English 12.0 Muti-platform Government Single User License 4 $ 302.25 75020xxx Premiere Elements CLP5.0 Level2 New License Universal English 12.0 Muti-platform Government Single User License 4 $ 302.25 75020xxx Acrobat Pro 11.0 New License Enterprise Agreement-Level2 Universal English (Windows) 2000+ User Government License 13 $ 1,362.27 75020xxx Acrobat Pro Any Version New Maintenance Enterprise Agreement-12 Month Maint Level 2 (Prepaid) Universal English (Windows) 2000+ User Govern Maintenance 13 $ 275.08 75020xxx Acrobat Pro Any Version Renewal Maintenance Enterprise Agreement-12 Month Maint Level 2 (Prepaid) Universal English (Windows) 2000+ User Go Maintenance 344 $ 7,279.04 75024xxx RATL REQUISITE PRO FLOAT Most Current Maint Reinstate-Renewal Passport Advantage-Lvl GV 12 Month Reinstate Mnt (Pre Paid) American English ( Maintenance 1 $ 404.75 4.B.e Packet Pg. 336 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 17 En Pointe Reports 75025xxx VCenter Svr 5.0 Production Maint Renewal VMWARE-1 Year (Prepaid) American English (Multiplatform) 1 User Corporate Maintenance 3 $ 3,432.06 75025xxx VSphere Desktop Most Current Production Maint Renewal VMWARE-1 Year (Prepaid) American English (Multiplatform) 100 User Corporate Maintenance 4 $ 5,953.68 75025xxx VSphere Ent Plus 5.0 Production Maint Renewal VMWARE-1 Year (Prepaid) American English (Multiplatform) 1 User Corporate Maintenance 38 $ 30,269.18 75025xxx VSphere Std 5.0 New License VMWARE-Not Applicable American English (Windows) 1 User Corporate License 7 $ 5,642.56 75025xxx VSphere Std 5.0 Production Maint Renewal VMWARE-1 Year (Prepaid) American English (Multiplatform) 1 User Corporate Maintenance 12 $ 2,070.16 75025xxx VSphere Std 5.0 Production Maint VMWARE-1 Year (Prepaid) American English (Multiplatform) 1 User Corporate Maintenance 7 $ 2,060.66 75026xxx WINZIP STANDARD Most Current New License Corel Transactional Lic Prog-Aor Single User/ Multilingual (Windows) 1 User Corporate License 2 $ 38.40 75026xxx CAMTASIA STUDIO Most Current Maintenance Techsmith VLP-1YR (Prepaid) American English (Windows) 1 Corporate Maintenance 1 $ 61.25 75026xxx CAMTASIA STUDIO Most Current New License Techsmith VLP-Not Available American English (Windows) 1 User Corporate License 1 $ 245.06 75026xxx SNAGIT 12.0 New License Techsmith VLP-Not Available American English (Windows) 1 User Government License 2 $ 70.86 75027xxx Creative Cloud Sub Most Current Subscription VIP - Value Incentive Plan-12 Month Maint Level 1 (Prepaid) Multi NorthAmerican Language (Mult Maintenance 1 $ 753.12 75027xxx InDesign Most Current Subscription VIP - Value Incentive Plan-12 Month Maint Level 1 (Prepaid) Multi NorthAmerican Language (Multi-platform Maintenance 1 $ 322.68 4.B.e Packet Pg. 337 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 18 En Pointe Reports 4.B.e Packet Pg. 338 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 19 En Pointe Reports INVOICING REPORTS En Pointe customers are electronically invoiced through Accesspointe that comes with the reporting tools and invoice reports. En Pointe can also provide one consolidated invoice report according to the requirements of the customer. Online invoicing history by customer is also available through our system, and can be generated into a PDF document. Please refer to the following screenshot for our sample invoice report: 4.B.e Packet Pg. 339 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 20 En Pointe Reports DETAILED REPORTS AccessPointe can also generate report showing total quantities purchase from inception of contract of different invoice numbers. 4.B.e Packet Pg. 340 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 21 En Pointe Reports 4.B.e Packet Pg. 341 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 22 En Pointe Reports RENEWAL REPORTING Reporting is one of the most critical parts of the renewal process that shows the results of a complete renewal activities performed in a particular quarter. The Business Analysis Report (BAR), which is the most valuable, determines total potential renewal per quarter. In addition, a weekly report is also prepared which manages the number of opportunities sent and followed up per week along with the progress of each renewal opportunity. Renewal Reporting helps in generating a projection of the potential business through Renewals in the upcoming 90 days and more for coming year. Below is a sample of the type of information En Pointe manages. Moreover, the information is customizable to match your requirements. The standard notifications are sorted by: 1. Customer Name 2. Manufacturer Name 3. En Pointe Purchase order number 4. En Pointe Sales order number 5. Expiring SKU (Part number of the expiring License. Can be one or many) 6. Expiring Part Description (explanation of expiring licenses) 7. Expiration Date (the date when part gets expired) 8. Renewal SKU (Part number of the new service) 9. Opportunity amount (The list price customer will pay to renew) 10. AE name (who has been assigned to the customer) Key Services of Renewal Team: 1. Renewal Process Management 2. Random Renewal Opportunities 3. Upgrade Promotions 4. Renewal Outsourcing 5. Renewal Repository 4.B.e Packet Pg. 342 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 23 En Pointe Reports En Pointe understands the need for tracking software licenses and ensuring that all the contracted participates are receiving timely notifications and renewals of all Volume Licensing Agreements. To complete this our Account Managers work with the end users to ensure compliancy with active and early communication. Our backend reporting system works proactively to ensure end users can easily track and maintain license Agreements. Our license tracking works by actively maintaining all licensing agreements customers have with software publishers (both contractual agreements as well as transactional software volume discount agreements). This enables us to ensure customers are purchasing products in compliance with any agreements they have, and prevents accidental quotes and/or orders for products at prices outside of any agreement terms. Because every license is individually recorded against a customer-specific agreement, we can easily track license purchases for customers and record them against contractual milestones to assist customers in recognizing how to take best advantage of any agreements they have entered into. The below screenshot shows a summary of the various Publisher contracts and standard reports. 4.B.e Packet Pg. 343 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 24 En Pointe Reports Renewal Notification: En Pointe provides pro-active notifications of renewals and contract expirations as part of our SW Account Management program. We maintain a dedicated renewals team that tracks all expirations, renewals and provides notification to your account management team 90 days in advance. If we determine a need for a pre-90 day notification, the SLA with the renewal team will be modified and set to an earlier period between 120 and 180 days as required. Our Renewal Team ensures accuracy and timely delivery of information to the customers by converting the data into useful information. The team understands the importance of time for every tier involved in the process by making sure that all the relevant and pertinent information flows through the channel. Our team is equipped with the necessary skill set that is required to meet customer satisfaction. Support dimension covers customer services and management of services for the customers so that they face no problem in getting the required Services. Moreover, Renewal Reporting helps in generating a projection of the potential business through Renewals in the upcoming 90 days and more for the coming year. Below is a sample of the type of information that we can send. Moreover we can customize the data to match what you require. Key Services of Renewal Team: 1. Renewal Process Management 2. Random Renewal Opportunities 3. Upgrade Promotions 4. Renewal Outsourcing 5. Renewal Repository General Notifications & Product Awareness: We receive regular product announcements, anniversary dates, safety information and notifications, product compatibility information, new product highlights, pre-loads, product end- of-life and alliances information on all products from our publishers. The purpose is to Cust Name Mfr name Contract#PO#Exp Sku/Service Description Qty Exp Date Expiring Sku/Service Program Description SAIF CORPORATION VMware, Inc.75006864 6051809 VIRTUAL CENTER MNGMT SVR FR INFRA\MNT 1 10/31/2009 VI-VCMS-P-SSS-C-8M VMWare SAIF CORPORATION VMware, Inc.75006864 6051809 INFRASTRUCTURE 3 ENTERPRISE\MNT 1 10/31/2009 VI-ENT-P-SSS-C-8M VMWare SAIF CORPORATION VMware, Inc.75006864 6051809 INFRASTRUCTURE 3 ENTERPRISE\MNT 3 10/31/2009 VI-ENT-P-SSS-C-7M VMWare SAIF CORPORATION VMware, Inc.75006864 6051809 INFRASTRUCTURE 3 ENTERPRISE\MNT 1 10/31/2009 VI-ENT-P-SSS-C-4M VMWare SAIF CORPORATION VMware, Inc.75006864 6051809 VMOTION\MNT 3 10/31/2009 VI-VMOT-P-SSS-C-1M VMWare SAIF CORPORATION VMware, Inc.75006864 6051809 INFRASTRUCTURE 3 STANDARD\MNT 1 10/31/2009 VI-STD-P-SSS-C-23M VMWare SAIF CORPORATION VMware, Inc.75006864 6051809 INFRASTRUCTURE 3 STANDARD\MNT 1 10/31/2009 VI-STD-P-SSS-C-7M VMWare SAIF CORPORATION VMware, Inc.75006864 6051809 INFRASTRUCTURE 3 STANDARD\MNT 1 10/31/2009 VI-STD-P-SSS-C-2M VMWare SAIF CORPORATION VMware, Inc.75006864 6051809 INFRASTRUCTURE 3 STANDARD\MNT 1 10/31/2009 VI-STD-P-SSS-C-1M VMWare SAIF CORPORATION VMware, Inc.75005423 6056713 INFRASTRUCTURE 3 STANDARD\MNT 1 31-Dec-09 VI-STD-P-SSS-C VMWare 4.B.e Packet Pg. 344 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 25 En Pointe Reports communicate to the end users of future product directions, discuss how it will affect your current standards and illustrate the migration from current platforms to future products several months in advance. Product announcement notifications generally start about 4 months prior to end of production or any product lead time issues (i.e. Constraint, manufacturers defect, etc.) and products are flagged in En Pointe's system with the appropriate status. We will be able to alert you when there are any product announcements so we can assist in product transition decisions or alternative product acquisitions. In addition, your En Pointe account team will have regular meetings with partners to discuss roadmap and product transitions. Quarterly updates on roadmap can be delivered to you via reporting/meetings where evaluation products can be provided to your technical evaluation teams. 4.B.e Packet Pg. 345 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 26 En Pointe Reports ON-DEMAND REPORTING For reporting requirements not covered by our standard or premium reports, En Pointe can create customized reports to capture any customer‐specific data management field in any format that customer needs. Our robust reporting applications provide a number of branding, dashb oard configurations, customer fields (line item and header) and feature personalization. En Pointe can provide multiple profiles for users, and tailor each user profile to meet specific needs. Such custom features include capture of Business Unit Number, Cost Center Number, and Compliance Point Value. 4.B.e Packet Pg. 346 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 27 En Pointe Reports APPENDIX B EN POINTE QUARTERLY BUSINESS REVIEW_6_6 Section #1: 2015 1st Half Performance vs. 2016 1st Half Performance • Total GMD/Revenue/Service Revenue with Y/Y Growth • Top 10 Vendor Mix and % GMD contribution (please also include Y/Y vendor growth) Section #2: 2016 1st Half Performance vs. Annual 2016 Business Review Territory Plan • GMD Results compared to GMD call • Top 10 Target Accounts Results • Strategic vendor targets (Adds) results • Vendor Trainings Cert Results • Top 5 Customer Account Profiles Results – Y/Y GMD Growth – Strategic wins inside the account Account Losses or challenges Section #3: 2016 2nd Half Territory Plan • 2016 2nd Half GMD Call by Customer • Customer Account opportunities and risk • Top 10 Target Prospect Accounts • Strategic vendor targets (Adds) • Vendor Trainings (Commit to Certs!) • Engineering engagement motion and commit • Key Hardware and Software Renewals (Complete Renewal Spreadsheet) Section #4: Weekly Activity Goals 4.B.e Packet Pg. 347 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 28 En Pointe Reports • Customer Meetings • Prospects Meetings • Engineering/Specialist Meetings • Mfg / Publisher Meetings • Opportunities Added • Deal Registrations • Walk-ins 4.B.e Packet Pg. 348 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 29 En Pointe Reports Total Sales by Month Year Month Quantity Total Sales 2015 January 1 $10000 February 1 $10000 March 1 $10000 April 1 $10000 May 1 $10000 June 1 $10000 July 1 $10000 August 1 $10000 September 1 $10000 October 1 $10000 Total For 2015 150 $10000 Report Total : 150 $10000 4.B.e Packet Pg. 349 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 30 En Pointe Reports Total Sales by Hardware Spend Hardware Stats Top 5 Manufacturers Top 5 Hardware Catagories Mfg Count Total Spending Category Count Total Spending Kingston 60 $10000 Flash Memory 60 $10000 Apple Computer 8 $10000 Power Adapters & Chargers 6 $10000 Lexar Media, Inc. 10 $10000 USB Flash Drives 10 $10000 En Pointe Technologies 1 $10000 CD-ROM Drives 2 $10000 StarTech.com 2 $10000 Keyboard 2 $10000 4.B.e Packet Pg. 350 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 31 En Pointe Reports Total Sales by Software Spend Software Stats Publisher Count Total Spending Type Count Total Spending Adobe Systems Inc. 25 $10000 Maintenance 19 $10000 Nuance Communications 39 $10000 FPP 39 $10000 Dell Software Inc. 1 $10000 License 26 $10000 TechSmith Corporation 17 $10000 Bundle 1 $10000 The Omni Group 2 $10000 Hosted Subscription 1 $10000 4.B.e Packet Pg. 351 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 32 En Pointe Reports Top Publisher / Manufacturer Summary Publisher/Manufacturer Quantity Total Sales Adobe Systems Inc. 25 $10000 Nuance Communications 39 $10000 Kingston 60 $10000 Dell Software Inc. 1 $10000 TechSmith Corporation 17 $10000 Apple Computer 8 $10000 Lexar Media, Inc. 10 $10000 IDM Computer Solutions, Inc. 2 $10000 En Pointe Technologies - Ontario 1 $10000 StarTech.com 2 $10000 Report Total : 167 $10000 4.B.e Packet Pg. 352 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 33 En Pointe Reports Summary by Publisher / Manufacturer Name Publisher/Manufacturer License Maintenance Lic & Mi Bundles Shrink Wrap Others Total Sales Adobe Systems Inc. $10000 $10000 $10000 $10000 $10000 $10000 Apple Computer $10000 $10000 $10000 $10000 $10000 $10000 Dell Software Inc. $10000 $10000 $10000 $10000 $10000 $10000 En Pointe Technologies - Ontario $10000 $10000 $10000 $10000 $10000 $10000 IDM Computer Solutions, Inc. $10000 $10000 $10000 $10000 $10000 $10000 Kingston $10000 $10000 $10000 $10000 $10000 $10000 Nuance Communications $10000 $10000 $10000 $10000 $10000 $10000 StarTech.com $10000 $10000 $10000 $10000 $10000 $10000 TechSmith Corporation $10000 $10000 $10000 $10000 $10000 $10000 The Omni Group $10000 $10000 $10000 $10000 $10000 $10000 Report Total : $10000 $10000 $10000 $10000 $10000 $10000 4.B.e Packet Pg. 353 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 34 En Pointe Reports Product totals by publisher/manufacturer EP Part # Product Description Product Type Mfg Part # Quantity Total Sales Adobe Systems Inc. 60424513 Acrobat Pro DC Any Version Subscription VIP - Value Incentive Plan-12 Month Maint Level 1 (Prepaid) Multi NorthAmerican Language (Multi-pla Maintenance 65234080BA01A12 9 $10000 60418047 Creative Cloud Teams Sub Most Current Renewal Subscription VIP - Value Incentive Plan-1 Year Level 1 12 Months (Prepaid) Multi NorthAmerican Maintenance 65227494BA01A12 6 $10000 60395748 Acrobat Pro TLPLevel1 New License Universal English 11.0 Muti-platformSingle User Corporate License 65195512AD01A00 5 $10000 60418031 Acrobat Pro Any Version Subscription VIP - Value Incentive Plan-1 Year Level 1 8 Months (Prepaid) Multi NorthAmerican Language (Multi-platfo Maintenance 65234080BA01A12 3 $10000 60421025 Acrobat Pro Any Version Subscription VIP - Value Incentive Plan-1 Year Level 1 7 Months (Prepaid) Multi NorthAmerican Language (Multi-platfo Maintenance 65234080BA01A12 1 $10000 Total for Publisher/Manufacturer: Adobe Systems Inc. 25 $10000 4.B.e Packet Pg. 354 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 35 En Pointe Reports Product Totals by Quantity Mfg Part # Product Description Produc t Type Quantit y Total Sales Mfg Part # Product Description Product Type Quantit y Total Sales DTSE9H/64G B 64GB USB 2.0 DataTravele r SE9 - Metal Casing Others 30 $832.6 5 SVUSBPOWE R StarTech.com - Power Adapter (External) Others 2 $10000 DTSE9H/64G B 64GB USB 2.0 DataTravele r SE9 - Metal Casing Others 30 $724.8 0 65234080BA 01A12 Acrobat Pro DC Any Version Subscription VIP - Value Incentive Plan- 12 Month Maint Level 1 (Prepaid) Multi NorthAmerican Language (Multi-pla Mainten ance 2 $10000 4.B.e Packet Pg. 355 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 36 En Pointe Reports License Contract Summary Contract ID: Enrollment #:55254910A0006 Publisher: Adobe Systems Master Agreement #: Acrobat Pro Any Version Subscription VIP - Value Incentive Plan-1 Year Level 1 7 Months (Prepaid) Multi NorthAmerican Language (Multi-platfo Maintenance 6 $10000 Acrobat Pro Any Version Subscription VIP - Value Incentive Plan-1 Year Level 1 8 Months (Prepaid) Multi NorthAmerican Language (Multi-platfo Maintenance 9 $10000 Acrobat Pro Any Version Subscription VIP - Value Incentive Plan-1 Year Level 1 9 Months (Prepaid) Multi NorthAmerican Language (Multi-platfo Maintenance 6 $10000 Acrobat Pro DC Any Version Subscription VIP - Value Incentive Plan-12 Month Maint Level 1 (Prepaid) Multi NorthAmerican Language (Multi- pla Hosted Subscription 2 $10000 Acrobat Pro DC Any Version Subscription VIP - Value Incentive Plan-12 Month Maint Level 1 (Prepaid) Multi NorthAmerican Language (Multi- pla Maintenance 9 $10000 Acrobat Pro DC Any Version Subscription VIP - Value Incentive Plan-12 Month Maint Level 1 (Prepaid) Multi NorthAmerican Language (Multi- pla Media 1 $10000 Total For Adobe Systems Inc. : 33 $10000 Report Total : 59 $10000 4.B.e Packet Pg. 356 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 37 En Pointe Reports Purchases by Contract Detail Customer PO # Order # Part ID Mfg Part ID Product Description Unit Price Quantity Total Sales Contract ID: Enrollment #: Publisher: Master Agreement #: 20539 50300407 60414890 SNAG01- 12-E SNAGIT 12.0 New License Techsmith VLP-Not Available American English (Multiplatform) 1 User Corporate $10000 1 $10000 20539 50300407 60414890 SNAG01- 12-E SNAGIT 12.0 New License Techsmith VLP-Not Available American English (Multiplatform) 1 User Corporate $10000 1 $10000 20729 50300907 60414890 SNAG01- 12-E SNAGIT 12.0 New License Techsmith VLP-Not Available American English (Multiplatform) 1 User Corporate $10000 1 $10000 20729 50300907 60414890 SNAG01- 12-E SNAGIT 12.0 New License Techsmith VLP-Not Available American English (Multiplatform) 1 User Corporate $10000 1 $10000 20731 50300917 60414890 SNAG01- 12-E SNAGIT 12.0 New License Techsmith VLP-Not Available American English (Multiplatform) 1 User Corporate $10000 1 $10000 20731 50300917 60414890 SNAG01- 12-E SNAGIT 12.0 New License Techsmith VLP-Not Available American English (Multiplatform) 1 User Corporate $10000 1 $10000 20854 50301245 60414890 SNAG01- 12-E SNAGIT 12.0 New License Techsmith VLP-Not Available American English (Multiplatform) 1 User Corporate $10000 2 $10000 20854 50301245 60414890 SNAG01- 12-E SNAGIT 12.0 New License Techsmith VLP-Not Available American English (Multiplatform) 1 User Corporate $10000 2 $10000 21919 50305219 60424513 65234080BA01A12 Acrobat Pro DC Any Version Subscription VIP - Value Incentive Plan- 12 Month Maint Level 1 (Prepaid) Multi NorthAmerican Language (Multi-pla $10000 1 $105.08 4.B.e Packet Pg. 357 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 38 En Pointe Reports 22049 50306219 60421025 65234080BA01A12 Acrobat Pro Any Version Subscription VIP - Value Incentive Plan-1 Year Level 1 7 Months (Prepaid) Multi NorthAmerican Language (Multi-platfo $10000 1 $105.08 22049 50306219 60424513 65234080BA01A12 Acrobat Pro DC Any Version Subscription VIP - Value Incentive Plan- 12 Month Maint Level 1 (Prepaid) Multi NorthAmerican Language (Multi-pla $10000 1 $105.08 22550 50308728 60424513 65234080BA01A12 Acrobat Pro DC Any Version Subscription VIP - Value Incentive Plan- 12 Month Maint Level 1 (Prepaid) Multi NorthAmerican Language (Multi-pla $10000 1 $74.25 22550 50308728 60424513 65234080BA01A12 Acrobat Pro DC Any Version Subscription VIP - Value Incentive Plan- 12 Month Maint Level 1 (Prepaid) Multi NorthAmerican Language (Multi-pla $10000 1 $74.25 Total For 75101951: $10000 Report Total : $10000 Custom Non Web Based Report Example 4.B.e Packet Pg. 358 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 39 En Pointe Reports QUOTE & INVOICES Software Quote 4.B.e Packet Pg. 359 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 40 En Pointe Reports 4.B.e Packet Pg. 360 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 41 En Pointe Reports Hardware Invoice 4.B.e Packet Pg. 361 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Page 42 En Pointe Reports Software Invoice 4.B.e Packet Pg. 362 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Solution for: Missy Mudry State of Arizona, 100 N. 15th Avenue, Suite 201 Phoenix, Arizona 85007 Phone: 602.542.9125 MISSY.MUDRY@AZDOA.GOV Presented By: En Pointe Technologies Sales, LLC 1940 E. Mariposa Ave El Segundo, CA 90245 Tel: (310) 337-5200 Website: www.enpointe.com Contact: Imran Yunus Director of Government Sales Office Phone: 310-337-5908 Ext: 5908 Email: iyunus@enpointe.com Date: December 17, 2015 Request for Proposal ADSP0 16-00005829 Attachment C – Cost Proposal Narative 4.B.e Packet Pg. 363 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) State of Arizona RFP # ADSP0 16-00005829 TABLE OF CONTENTS TABLE OF CONTENTS ............................................................................................................. ii Cost Proposal Narative .......................................................................................................... 1 4.B.e Packet Pg. 364 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 1 State of Arizona RFP # ADSP0 16-00005829 COST PROPOSAL NARATIVE Our cost plus structure offered in Attachment C1 includes the NASPO ValuePoint fee of .25%. Any State administration fees will be added in the participating state addendums offered to individual states. Service rates offered are not to exceed rates. 4.B.e Packet Pg. 365 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) ATTACHMENT C1 - PRICING SUBMISSION SHEET NASPO VALUEPOINT SOFTWARE VALUE-ADDED RESELLER (SVAR) MARKUP/DOWN 2 1 The price to Authorized Purchaser  (AP) is calculated using the  following formula: "Reseller Cost"  + ("Reseller Cost" x  "Markup/down") ADOBE 0.25%PROPOSER INSTRUCTIONS: CITRIX 0.25% MICROSOFT 0.00% NOVELL 0.25% SYMANTEC 0.25% VMWARE 0.50% AI SQUARED 0.50% AIRWATCH MOBILE DEVICE MANAGEMENT VMWARE 0.50% ALLIANCE ENTERPRISES 0.50% APPLE 0.50% ATTACHMATE – MICROFOCUS 0.50% AUTODESK 0.50% AUTONOMY – HP 0.25% BAKBONE – DELL 0.25% BARRACUDA 0.75% BOMGAR REMOTE SOFTWARE 0.50% CA TECHNOLOGIES 0.25% CISCO 0.25% COMPUTRONIX USA 0.50% COMPUWARE 0.75% COREL 0.50% DOUBLETAKE 0.75% EMC 0.25% ENCHOICE 0.75% ESET 0.75% ESRI 0.25% FREEDOM SCIENTIFIC 0.50% GUARDIAN EDGE – SYMANTEC 0.25% GW MICRO 0.25% IBM 0.25% ICM CONVERSIONS 0.75% INFOR 0.75% INTERMEDIX EMSYSTEMS 0.75% HP 0.50% HUMANWARE 0.50% INFORMATION BUILDERS 0.50% KRONOS SOFTWARE 0.50% LANDESK 0.50% LASERFISCHE 0.50% LIQUIDWARE STATUSPHERE 0.50% MICROFOCUS INC 0.50% MINJET 0.50% MPS 0.50% Enter a percentage markup or  markdown for each line in  column D.  This is the  markup/down at which  proposer is offering to  provide the stated publishers'  titles.  Percentages may be  listed to two decimal points.KEY ITEMIZEDOTHER ITEMIZEDPUBLISHERS Proposer must be certified as a direct reseller for all Key Itemized  publishers.  Direct reseller certification is preferred for Other Itemized  publishers 4.B.e Packet Pg. 366 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) ATTACHMENT C1 - PRICING SUBMISSION SHEET NASPO VALUEPOINT SOFTWARE VALUE-ADDED RESELLER (SVAR) MQSOFTWARE – BMC SOFTWARE 0.50% NCIRCLE 0.25% NETOP 0.50% NUANCE 0.50% ORACLE 0.75% OSAM 0.50% PASSPORT 0.50% PATCHLINK 0.50% PROOFPOINT 0.75% RSA SECURITY 0.75% REFERENCIA SYSTEMS 0.50% SAP AMERICA 0.75% SAS 0.50% SOLUTIONS SOFTWARE 0.75% SOPHOS 0.75% SPLUNK SOFTWARE 0.75% STASEEKER NETWORK INFRASTRUCTURE MONITORING 0.75% STELLENT – ORACLE 0.75% SUNGUARD 0.75% SYBASE 0.75% TECHSMITH 0.75% TREND MICRO 0.75% TRUSTWARE 0.75% ULTRABAC 0.75% VORMETRIC 0.75% WEBSENSE 0.75% any other non‐listed publisher 1.25% 4.B.e Packet Pg. 367 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) ATTACHMENT C2 - PRICING SUBMISSION SHEET - SERVICES NASPO VALUEPOINT SOFTWARE VALUE-ADDED RESELLER (SVAR) Service being Offered as a Separate Charge Rate Unit of Measure Sr. Software Solutions Architect 220 Per hour Solution Software Architect 175 Per hour Sr. Consultant 150 Per hour Instructions: 1. Under Column A. Service being Offered as a Separate Charge - State the name of the Service and provide a description of the Service. 2. Under Column B. indicate Rate 3. Under Column C. indicate Unit of Measure (e.g. Per Hour, Per Project, Per Month, etc.) 4.B.e Packet Pg. 368 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Solution for: Missy Mudry State of Arizona, 100 N. 15th Avenue, Suite 201 Phoenix, Arizona 85007 Phone: 602.542.9125 MISSY.MUDRY@AZDOA.GOV Presented By: En Pointe Technologies Sales, LLC 1940 E. Mariposa Ave El Segundo, CA 90245 Tel: (310) 337-5200 Website: www.enpointe.com Contact: Imran Yunus Director of Government Sales Office Phone: 310-337-5908 Ext: 5908 Email: iyunus@enpointe.com Date: December 17, 2015 Request for Proposal ADSP0 16-00005829 4.B.e Packet Pg. 369 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) NASPO ValuePoint Master Agreement for Software Value-Added Reseller (SVAR) Services Corporate Office: (310) 337-5200 | www.enpointe.com 1940 E. Mariposa Ave, El Segundo, CA 90245 i State of Arizona RFP # ADSP0 16-00005829 EXECUTIVE SUMMARY 4.B.e Packet Pg. 370 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) NASPO ValuePoint Master Agreement for Software Value-Added Reseller (SVAR) Services Corporate Office: (310) 337-5200 | www.enpointe.com 1940 E. Mariposa Ave, El Segundo, CA 90245 ii State of Arizona RFP # ADSP0 16-00005829 TABLE OF CONTENTS TABLE OF CONTENTS ............................................................................................................. ii EXECUTIVE SUMMARY ........................................................................................................... 1 4.B.e Packet Pg. 371 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 1 State of Arizona RFP # ADSP0 16-00005829 EXECUTIVE SUMMARY En Pointe is pleased to respond to the State of Arizona, State Procurement Office in furtherance with NASPO ValuePoint, request for proposal for Software Value-Added Reseller (SVAR) Services. Our relationship is NASPO ValuePoint commenced many years ago with the inaugural WSCA- NASPO solicitation. Over the years, we have successfully partnered with 100s of agencies across various NASPO ValuePoint (formerly WSCA) participating states. En Pointe has made a significant investment in our resources and infrastructure to provide the members of NASPO a streamlined, effective and successful experience. As we look forward to 2016 and beyond, our commitment to the public sector and to NASPO has never been stronger. With our recent acquisition by PCM, En Pointe has been able to significantly extend its reach, breadth and scale. We are able to support NASPO customers through 30+ local offices and with over 1000s service engineers across the USA, which will effectively support NASPO’s current and future clients as we help expands its footprint across all 50 states and territories. Our cadre of highly credentialed, certified and trained engineers will provide NASPO clients with the local attention they deserve and appreciate, regardless of location. Software is OUR Competency With over 20 years as a SVAR, En Pointe has set the standard for the industry. We represent all major publishers and hold the highest credentials, certifications and designations to support the full lifecycle of software assets from contract launch to exploring software licensing options and finding the software solution that best meets the current and future needs of the customer all the way through software asset retirement. Our dedicated Software Solutions teams have an average tenure of 10+ years supporting and understanding the intricate and sometimes byzantine world of software licensing, including needs analysis and delivering personalized solutions that eliminate the guesswork usually associated with software licensing, thereby ensuring public dollars are spent judiciously and with optimization. In addition to maintaining the highest credentials with our publisher community, En Pointe prides itself on its dedication to service and detail. For example, in addition to winning numerous VAR of Year and Partner of Year awards, En Pointe has been bestowed the honor by Microsoft of winning Award of Operational Excellence an unprecedented seven years in a row. The Operational Excellence award is given to the Microsoft LAR/LSP with exemplary credentials and the demonstrated ability to provide clients value and superior customer service in the complex ecosystem of Microsoft licensing. Public Sector is OUR Experience En Pointe supports 100s of State and Local agencies across the United States. We truly understand the unique pressures facing the Public Sector. State and Local governments are being 4.B.e Packet Pg. 372 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 2 State of Arizona RFP # ADSP0 16-00005829 forced to reduce costs, yet increase the level of services provided to citizens, encourage innovation and stimulate economic growth and sustainability. With one of the largest dedicated Public Sector practices in the USA, En Point is able to provide NASPO clients the best of both worlds, being an industry-leading SVAR and understanding the unique needs and challenges facing State and Local governments. In fact in 2013, En Pointe was awarded the coveted “IT Supplier of the Year” by APS (Arizona Public Service Company) for our “superior customer service” and “commitment to providing value” to our clients. Recognizing the unique needs of the public sector, En Pointe provides additional support offerings like Service Desk and Help Desk support. This includes 24x7x365 service coverage to address the broad spectrum of proprietary software support, escalation and resolution. We stand shoulder to shoulder with each of Public Sector clients. NASPO is OUR Focus En Pointe has dedicated and fully allocated teams to supporting NASPO ValuePoint. In fact, to exemplify our dedication to NASPO, we are pleased to offer numerous NASPO Value participating states as our customer references. En Pointe has made a significant investment building the necessary infrastructure to ensure NASPO clients are afforded great value when working with En Pointe, this includes an acute focus on software acquisition and management. As such, to support NASPO clients, En Pointe maintains the highest level of strategic partnerships with all top tier publishers and distributors. We have also made significant investments in our eProcurement systems to ensure streamlined and efficient order management, tracking, licensing management and ERP integration. For example, En Pointe effectively supported and integrated with 3rd party systems like SciQuest, which was being piloted for NASPO’s eMarket Center program. As a SVAR, En Pointe offers a world-class suite of Value-Added Services, including but not limited to: • A consultative approach to understanding license entitlements (volume licensing evaluation) • A vast array of tools for software asset management (SAM) • Comprehensive licensing expertise, research and contract reviews (financial analysis and benchmarking) • Assessment and recommendations of procurement options and cost analysis En Pointe remains fully committed to provide the greatest value and superior service to NASPO ValuePoint members. We truly appreciate our partnership and the success we have experienced together. We look forward to continuing our collaboration and cooperation with NASPO ValuePoint. On behalf of En Pointe, we would like to thank the State of Arizona, State Procurement Office and the greater NASPO ValuePoint community for your continued trust and investment in this partnership. We are thankful for the opportunity to continue to work side-by- side in supporting State & Local agencies and to provide services, support and true value for their constituencies and citizens. 4.B.e Packet Pg. 373 Attachment: En Pointe Master Agreement_ADSPO16-130653 (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) Solution for: Missy Mudry State of Arizona, 100 N. 15th Avenue, Suite 201 Phoenix, Arizona 85007 Phone: 602.542.9125 MISSY.MUDRY@AZDOA.GOV Presented By: En Pointe Technologies Sales, LLC 1940 E. Mariposa Ave El Segundo, CA 90245 Tel: (310) 337-5200 Website: www.enpointe.com Contact: Imran Yunus Director of Government Sales Office Phone: 310-337-5908 Ext: 5908 Email: iyunus@enpointe.com Date: December 17, 2015 Request for Proposal ADSP0 16-00005829 Attachment C – Cost Proposal Narative 4.B.f Packet Pg. 374 Attachment: En Pointe Master Price Agreement (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) State of Arizona RFP # ADSP0 16-00005829 TABLE OF CONTENTS TABLE OF CONTENTS ............................................................................................................. ii Cost Proposal Narative .......................................................................................................... 1 4.B.f Packet Pg. 375 Attachment: En Pointe Master Price Agreement (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) 12/17/15 En Pointe Technologies Sales, LLC Page 1 State of Arizona RFP # ADSP0 16-00005829 COST PROPOSAL NARATIVE Our cost plus structure offered in Attachment C1 includes the NASPO ValuePoint fee of .25%. Any State administration fees will be added in the participating state addendums offered to individual states. Service rates offered are not to exceed rates. 4.B.f Packet Pg. 376 Attachment: En Pointe Master Price Agreement (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) ATTACHMENT C1 - PRICING SUBMISSION SHEET NASPO VALUEPOINT SOFTWARE VALUE-ADDED RESELLER (SVAR) MARKUP/DOWN 2 1 The price to Authorized Purchaser  (AP) is calculated using the  following formula: "Reseller Cost"  + ("Reseller Cost" x  "Markup/down") ADOBE 0.25%PROPOSER INSTRUCTIONS: CITRIX 0.25% MICROSOFT 0.00% NOVELL 0.25% SYMANTEC 0.25% VMWARE 0.50% AI SQUARED 0.50% AIRWATCH MOBILE DEVICE MANAGEMENT VMWARE 0.50% ALLIANCE ENTERPRISES 0.50% APPLE 0.50% ATTACHMATE – MICROFOCUS 0.50% AUTODESK 0.50% AUTONOMY – HP 0.25% BAKBONE – DELL 0.25% BARRACUDA 0.75% BOMGAR REMOTE SOFTWARE 0.50% CA TECHNOLOGIES 0.25% CISCO 0.25% COMPUTRONIX USA 0.50% COMPUWARE 0.75% COREL 0.50% DOUBLETAKE 0.75% EMC 0.25% ENCHOICE 0.75% ESET 0.75% ESRI 0.25% FREEDOM SCIENTIFIC 0.50% GUARDIAN EDGE – SYMANTEC 0.25% GW MICRO 0.25% IBM 0.25% ICM CONVERSIONS 0.75% INFOR 0.75% INTERMEDIX EMSYSTEMS 0.75% HP 0.50% HUMANWARE 0.50% INFORMATION BUILDERS 0.50% KRONOS SOFTWARE 0.50% LANDESK 0.50% LASERFISCHE 0.50% LIQUIDWARE STATUSPHERE 0.50% MICROFOCUS INC 0.50% MINJET 0.50% MPS 0.50% Enter a percentage markup or  markdown for each line in  column D.  This is the  markup/down at which  proposer is offering to  provide the stated publishers'  titles.  Percentages may be  listed to two decimal points.KEY ITEMIZEDOTHER ITEMIZEDPUBLISHERS Proposer must be certified as a direct reseller for all Key Itemized  publishers.  Direct reseller certification is preferred for Other Itemized  publishers 4.B.f Packet Pg. 377 Attachment: En Pointe Master Price Agreement (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) ATTACHMENT C1 - PRICING SUBMISSION SHEET NASPO VALUEPOINT SOFTWARE VALUE-ADDED RESELLER (SVAR) MQSOFTWARE – BMC SOFTWARE 0.50% NCIRCLE 0.25% NETOP 0.50% NUANCE 0.50% ORACLE 0.75% OSAM 0.50% PASSPORT 0.50% PATCHLINK 0.50% PROOFPOINT 0.75% RSA SECURITY 0.75% REFERENCIA SYSTEMS 0.50% SAP AMERICA 0.75% SAS 0.50% SOLUTIONS SOFTWARE 0.75% SOPHOS 0.75% SPLUNK SOFTWARE 0.75% STASEEKER NETWORK INFRASTRUCTURE MONITORING 0.75% STELLENT – ORACLE 0.75% SUNGUARD 0.75% SYBASE 0.75% TECHSMITH 0.75% TREND MICRO 0.75% TRUSTWARE 0.75% ULTRABAC 0.75% VORMETRIC 0.75% WEBSENSE 0.75% any other non‐listed publisher 1.25% 4.B.f Packet Pg. 378 Attachment: En Pointe Master Price Agreement (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) ATTACHMENT C2 - PRICING SUBMISSION SHEET - SERVICES NASPO VALUEPOINT SOFTWARE VALUE-ADDED RESELLER (SVAR) Service being Offered as a Separate Charge Rate Unit of Measure Sr. Software Solutions Architect 220 Per hour Solution Software Architect 175 Per hour Sr. Consultant 150 Per hour Instructions: 1. Under Column A. Service being Offered as a Separate Charge - State the name of the Service and provide a description of the Service. 2. Under Column B. indicate Rate 3. Under Column C. indicate Unit of Measure (e.g. Per Hour, Per Project, Per Month, etc.) 4.B.f Packet Pg. 379 Attachment: En Pointe Master Price Agreement (2136 : Microsoft Product Licensing 2020 Enterprise Agreement - Authorize) PARKS, RECREATION AND COMMUNITY SERVICES DEPARTMENT Julie Parascondola 220 Fourth Avenue South Kent, WA 98032 253-856-5100 DATE: December 17, 2019 TO: Kent City Council - Committee of the Whole SUBJECT: King County Parks Property Tax Levy Agreement – Authorize MOTION: Authorize the Mayor to sign the King County Parks Property Tax Levy agreement to accept Proposition 1 Parks Levy funds, amend the budget, and approve the expenditure of funds, subject to final terms and conditions acceptable to the City Attorney and Parks Director. SUMMARY: On August 6, 2019, King County voters overwhelmingly approved King County Proposition 1, the Parks, Recreation, Trails and Open Space Levy. This levy is a six-year, property tax levy lid lift of 18.32 cents per $1,000 of assessed value for 2020 through 2025. It includes an expansion of the funding disbursed to towns and cities in King County beyond what is included in the current levy. The enacting legislation, King County Ordinance 18890, establishes a new formula for distributing each city’s levy allocation: • “twenty-five thousand dollars shall be distributed annually to each town and city; • an additional seventy-five thousand dollars shall be distributed annually to cities with a population greater than four thousand; • of the remainder, fifty percent shall be distributed in proportion to each town or city's population and fifty percent shall be distributed in proportion to the assessed value of parcels within each town or city;” Current economic projections indicate assessed values in 2020 will be slightly less than had been assumed, and collections for the six-year levy are estimated at about $23 million, or 3%, lower than originally anticipated. The 2020 budget spreads the reduction proportionally across all funding categories. The King County Council just adopted the 2020 Parks Levy budget, and the cities’ total share in 2020 is approximately $8.4 million to support local parks projects. Attached is the current estimate for the 2020 allocation for each town and city. BUDGET IMPACT: The amount of the revenue will be approximately $336,000. A new account will be created for these funds. SUPPORTS STRATEGIC PLAN GOAL: 4.C Packet Pg. 380 Thriving City, Innovative Government, Sustainable Services ATTACHMENTS: 1. Parks_Property_Tax_Levy_Agreement-EXHIBIT_ (PDF) 2. Parks_Property_Tax_Levy_Agreement-EXHIBIT (PDF) 4.C Packet Pg. 381 1200 King County Courthouse 516 Third Avenue Seattle, WA 98104 King County Legislation Details (With Text) File #: Version:22019-0084 Status:Type:Ordinance Passed File created:In control:2/27/2019 Budget and Fiscal Management Committee On agenda:Final action:4/17/2019 Enactment date:18890Enactment #: Title:AN ORDINANCE providing for the submission to the qualified electors of King County at a special election to be held in King County on August 6, 2019, of a proposition authorizing a property tax levy in excess of the levy limitation contained in chapter 84.55 RCW for a period of six consecutive years, at a total rate of not more than $0.1832 per one thousand dollars of assessed valuation in the first year and limiting annual levy increases by the King County inflation plus population index published by the King County office of economic and financial analysis, or the chapter 84.55 RCW limitation, whichever is greater in years two through six for the purpose of maintaining and operating King County's open space system; improving parks, recreation, access and mobility in the King County open space system by acquiring lands and continuing to develop regional trails; improving parks and trails in and acquiring lands by metropolitan parks districts, towns and cities in King County; funding environmental education, maintenance and conservation programs at the Woodland Park Zoo; funding capital construction at the Seattle Aquarium; and funding for capital improvements at publicly owned pools, for all King County residents. Sponsors:Claudia Balducci, Pete von Reichbauer, Jeanne Kohl-Welles, Joe McDermott, Rod Dembowski Indexes:levy, Natural Resources, Department of, Parks and Recreation Code sections: Attachments:1. Ordinance 18890.pdf, 2. A. Open Space, Natural Lands and Urban Green Space Acquisition Guidelines, 3. B. Targeted Equity Grant Program Guidelines, 4. 2019-0084 transmittal letter, 5. 2019- 0084 Financial Plan, 6. 2019-0084 Fiscal Note, 7. 2019-0084 King County Parks Capital Program, 8. 2019-0084 Parks Operating Financial Plan, 9. 2019-0084_SR_02272019_ParksLevy_RPC-v3, 10. ATT6_2019 Election Dates Memo Revised, 11. ATT5. Allocation of Levy Proceeds to the Parks Capital Portfolio, 12. ATT6_2019 Election Dates Memo Revised, 13. 2019- 0084_SR_031319_ParksLevy_RPC, 14. 2019-0084_SR_032619_ParksLevy_RPC akjg_sp, 15. ATT8. Parks Levy High Level Comparison Matrix_BFM Chair's Striker ak, 16. ATT10.2019- 0084_S1_ParksLevy_03252019khmv2 bar 3-25-19, 17. 2019-0084 S2 khm wshv4 bar 3-27-19, 18. 2019-0084_AmendmentstoS2LevyOrdinance, 19. 2019-0084_and 2019- 0142_SR_dated_04152019_ParksLevy_BFM Action ByDate Action ResultVer. Hearing held/closed and passedMetropolitan King County Council4/17/2019 2 Pass Recommended Do PassBudget and Fiscal Management Committee 4/15/2019 2 Pass Recommended Do Pass SubstituteRegional Policy Committee3/28/2019 1 Pass DeferredRegional Policy Committee3/13/2019 1 DeferredRegional Policy Committee2/27/2019 1 Introduced and ReferredMetropolitan King County Council2/27/2019 1 AN ORDINANCE providing for the submission to the qualified electors of King County at a special election to be held in King County on August 6, 2019, of a King County Printed on 11/27/2019Page 1 of 12 powered by Legistar™ EXHIBIT A4.C.a Packet Pg. 382 Attachment: Parks_Property_Tax_Levy_Agreement-EXHIBIT_ (2131 : King County Parks Property Tax Levy Agreement – Authorize) File #:2019-0084,Version:2 proposition authorizing a property tax levy in excess of the levy limitation contained in chapter 84.55 RCW for a period of six consecutive years, at a total rate of not more than $0.1832 per one thousand dollars of assessed valuation in the first year and limiting annual levy increases by the King County inflation plus population index published by the King County office of economic and financial analysis, or the chapter 84.55 RCW limitation, whichever is greater in years two through six for the purpose of maintaining and operating King County's open space system; improving parks, recreation, access and mobility in the King County open space system by acquiring lands and continuing to develop regional trails; improving parks and trails in and acquiring lands by metropolitan parks districts, towns and cities in King County; funding environmental education, maintenance and conservation programs at the Woodland Park Zoo; funding capital construction at the Seattle Aquarium; and funding for capital improvements at publicly owned pools, for all King County residents. STATEMENT OF FACTS: 1. King County owns and operates a system of regional and local parks and trails that consists of twenty-eight thousand acres of parklands and more than one hundred seventy-five miles of regional trails. The county provides regional trails, regional recreational facilities, regional natural areas, regional parks and local parks in unincorporated areas. Examples of regional county parks and trails include Marymoor park, Cougar Mountain Regional Wildland park, the Weyerhaeuser King County Aquatic Center and the Sammamish River trail. 2. Parks, natural areas and trails contribute to a high quality of life. A robust system of parks and trails provides physical, social and mental health benefits to individuals; economic opportunity through recreation and tourism; economic growth for private businesses that must King County Printed on 11/27/2019Page 2 of 12 powered by Legistar™ EXHIBIT A4.C.a Packet Pg. 383 Attachment: Parks_Property_Tax_Levy_Agreement-EXHIBIT_ (2131 : King County Parks Property Tax Levy Agreement – Authorize) File #:2019-0084,Version:2 attract and retain skilled workers; and environmental benefits and cultural resource protection through open space conservation. King County's open space system provides all these benefits to King County residents and businesses. 3. The 2002 Parks Business Transition Plan, adopted by the King County council and enacted by Ordinance 14509, became the blueprint for establishing the regional open space system we have today. Building on that blueprint, the county has adopted open space plans, which have provided the framework guiding King County in the acquisition, planning, development, stewardship, maintenance and management of its complex system of parks, regional trails and acres of open space. The latest open space plan was updated in 2016 and adopted by Ordinance 18309. 4. In implementing the open space plan, the parks and recreation division of the department of natural resources and parks has successfully focused its lines of business on regional parks and trails, backcountry trails, natural lands and local parks in unincorporated King County and has implemented business practices that generate revenue from park system assets by implementing or increasing user fees and establishing corporate and community partnerships that enhance park amenities and leverage public and private dollars to improve parks and increase access to parks. 5. Consistent with the recommendations of past parks-related task forces, the county has sought voter-approved levies on three prior occasions: in 2003, enacted by Ordinance 14586, to provide maintenance and operating funding for the parks and recreation division for 2004 through 2007; in 2007, enacted by Ordinance 15759, to provide funding for maintenance and operations as well as funding for open space acquisition, regional trail development, the Woodland Park Zoo and for King County towns and cities for use in their open space acquisition and trail projects for 2008 through 2013; and in 2013, enacted by Ordinance 17568, to provide funding for maintenance and operations as well as for open space acquisition, asset maintenance King County Printed on 11/27/2019Page 3 of 12 powered by Legistar™ EXHIBIT A4.C.a Packet Pg. 384 Attachment: Parks_Property_Tax_Levy_Agreement-EXHIBIT_ (2131 : King County Parks Property Tax Levy Agreement – Authorize) File #:2019-0084,Version:2 and improvement, parks and trails projects, the Woodland Park Zoo and for King County towns and cities to use for their parks and recreation for 2014 through 2019. Voters approved the funding measures on all three occasions that they were on the ballot. The voter-approved levies have helped keep the open space system clean, safe and open. 6. The 2014 through 2019 voter-approved parks, trails and open space replacement levy provides approximately eighty percent of the operating budget of the parks and recreation division, with approximately thirteen percent generated through business activities and entrepreneurial efforts. King County general fund support to the parks and recreation division was eliminated as of 2011. 7. The community partnerships and grants program enacted by Ordinance 14509 enhances parks amenities by partnering with parks and recreation organizations. Since the inception of the community partnership and grant program in 2003, more than sixty projects representing more than sixty million dollars' worth of new, enhanced, or preserved public recreation facilities have been completed, with only eighteen million dollars of King County capital investment. 8. The Woodland Park Zoo received distributions from the past two voter-approved levies to supplement zoo operating revenue for education and conservation programs, horticulture and maintenance and capital improvements. Levy proceeds distributed to the zoo provided environmental education, programming and transportation focusing on accessibility for underserved areas, supported thousands of students annually and benefitted residents throughout King County. Levy proceeds also provided conservation and animal care for threatened Pacific Northwest species. 9. King County towns and cities received funding from the past two voter-approved levies. In 2008 through 2013, towns and cities could use levy proceeds for open space and natural lands acquisition and development of town or city trail projects that supported connections to the King County Printed on 11/27/2019Page 4 of 12 powered by Legistar™ EXHIBIT A4.C.a Packet Pg. 385 Attachment: Parks_Property_Tax_Levy_Agreement-EXHIBIT_ (2131 : King County Parks Property Tax Levy Agreement – Authorize) File #:2019-0084,Version:2 regional trail system with distributions being contingent upon an equal or greater contribution of matching moneys from the recipient town or city for the same project. In the 2014 through 2019 levy, types of uses for the distribution to King County towns and cities were broadened to provide flexibility and better meet the parks and recreation needs of cities. 10. Parks levy oversight committees were established to monitor the expenditures of the proceeds from the 2004 through 2007, 2008 through 2013 and 2014 through 2019 levies. Annual committee review has concluded that the county has complied with all levy requirements . 11. King County is growing rapidly as a region. In 2017, King County's population increased by close to fifty thousand people; and over the next ten years, the region is expected to grow by another one hundred eighty thousand people. Recent surveys have indicated that since 2008, the number of people who hike in natural area parks has doubled. More and more people are using the King County parks and trails, which puts greater pressure on an aging system. As development increases to accommodate population growth, the risk of losing natural lands and green spaces throughout the county grows. Those valuable lands contribute to King County residents' high quality of life. The cost of land to accommodate this growth and preserve open spaces is also increasing. Today is the opportune time to address future needs of residents by investing in our parks and trails and accelerating conservation of open space. 12. In King County, many communities have experienced a history of inequitable and limited regional investments in parks, recreation and open space, limiting the ability of residents to lead healthy lives. Five hundred thousand King County residents live without ready access to, parks, recreation and open spaces. There is a need to address disparities in access to parks, recreation and open space for underserved areas and communities, including people with disabilities. This proposal provides an opportunity to address parks and recreation needs of these underserved areas and communities. King County Printed on 11/27/2019Page 5 of 12 powered by Legistar™ EXHIBIT A4.C.a Packet Pg. 386 Attachment: Parks_Property_Tax_Levy_Agreement-EXHIBIT_ (2131 : King County Parks Property Tax Levy Agreement – Authorize) File #:2019-0084,Version:2 13. Recognizing growth in population, increased use of parks and trails and the need to address disparities in preparation for the 2020 through 2025 levy, the parks and recreation division conducted outreach to obtain feedback on the current park system and future parks and recreation needs for all King County residents. From August through November 2018, parks and recreation division staff conducted fifty-four in-person engagement meetings with groups representing all geographic areas of the county including towns and cities, business, recreation, community and environmental interests. An online survey was also conducted from November to December 2018, and received one thousand nine hundred thirty-four responses from the public, representing all geographic areas of the county. 14. The feedback from the engagement meetings and online survey showed support for the King County open space system. Engagement findings showed support for maintenance and operations of the open space system, as well as critical infrastructure repair and replacement, and the acquisition, conservation and stewardship of open space, as such lands can provide for passive or active recreation opportunities and protection of habitat and water quality, and the development of and improvements on regional trail corridors. Feedback supported funding for King County towns' and cities' parks and recreation programs; the Woodland Park Zoological Society education and conservation programs and horticulture, maintenance and capital improvements; and recognized the Seattle Aquarium as a regional asset. 15. The King County executive took into consideration information obtained from this outreach, the region's growing population, increased use of parks and trails across King County, and the lack of parks, recreation and open space in some communities, and has put forth this proposal which acknowledges the changing landscape and the need to grow the open space system to keep up with demand from the region. This proposal is also consistent with the goals and priorities of past levy task forces. King County Printed on 11/27/2019Page 6 of 12 powered by Legistar™ EXHIBIT A4.C.a Packet Pg. 387 Attachment: Parks_Property_Tax_Levy_Agreement-EXHIBIT_ (2131 : King County Parks Property Tax Levy Agreement – Authorize) File #:2019-0084,Version:2 16. This proposal would exempt low-income senior citizens, disabled veterans and other people with disabilities from the regular property tax increase on their residences resulting from a levy authorized by this ordinance, if they have been approved for an exemption under RCW 84.36.381. BE IT ORDAINED BY THE COUNCIL OF KING COUNTY: SECTION 1.Definitions. The definitions in this section apply throughout this ordinance unless the context clearly requires otherwise. A. "Community partnerships and grants program" means the program through which King County provides moneys to recreation-oriented groups, sports associations and community-based organizations to undertake any combination of developing, operating or maintaining a recreation facility or public park in unincorporated King County and King County towns and cities for public benefit. B. "Integrated floodplain management" means habitat restoration, open space acquisition or recreational opportunities that are integrated with preventive and corrective measures to reduce the risk of flooding. C. "Levy" means the levy of regular property taxes, for the specific purposes and term provided in this ordinance and authorized by the electorate in accordance with state law. D. "Levy proceeds" means the principal amount of moneys raised by the levy, any interest earnings on the moneys and the proceeds of any interim financing following authorization of the levy. E. "Limit factor" means the most recent published King County office of economic and financial analysis King County inflation plus population index, or the limitation contained in chapter 84.55 RCW, whichever is greater. F. "Open space system" means the system that includes parks, trails, natural areas, resource lands and structures or buildings owned or otherwise under the jurisdiction of the parks and recreation division of the department of natural resources and parks. For the purposes of this ordinance, with reference to King County, King County Printed on 11/27/2019Page 7 of 12 powered by Legistar™ EXHIBIT A4.C.a Packet Pg. 388 Attachment: Parks_Property_Tax_Levy_Agreement-EXHIBIT_ (2131 : King County Parks Property Tax Levy Agreement – Authorize) File #:2019-0084,Version:2 the term "open space lands" shall collectively refer to natural areas and resource lands. G. "Targeted equity grant program" means the program through which King County provides moneys in order to achieve equitable opportunities and access to parks and recreation for underserved areas and communities, including people with disabilities, located in unincorporated King County and King County towns and cities. H. "Town or city parks system" means any building or other structure related to parks or recreation, parks, trails, open space such as natural areas and resource or ecological lands and other parks or recreation property owned or otherwise under the jurisdiction of a town or city within King County. SECTION 2.Levy submittal to voters. To provide necessary moneys for the purposes identified in section 4 of this ordinance, the King County council shall submit to the qualified electors of the county a proposition authorizing a regular property tax levy in excess of the levy limitation contained in chapter 84.55 RCW for six consecutive years, with collection commencing in 2020, at a rate not to exceed $0.1832 per one thousand dollars of assessed value in the first year of the levy period. The dollar amount of the levy in the first year shall be the base upon which the levy amounts in year two through six shall be calculated. In accordance with RCW 84.55.050, this levy shall be a regular property tax levy subject to the limit factor. SECTION 3.Deposit of levy proceeds. The levy proceeds shall be deposited into a dedicated subfund of the parks and recreation fund, or its successor. SECTION 4.Eligible expenditures. If approved by the qualified electors of the county, levy proceeds shall be used for the following purposes: A. Costs incurred by the county that are attributable to the special election called for in section 5 of this ordinance. B. Up to eight million dollars to the Seattle Aquarium from the first four years of the levy. Levy proceeds for the Seattle Aquarium shall solely be for capital costs for the Ocean Pavilion project, except as provided in subsection E.5. of this section. King County Printed on 11/27/2019Page 8 of 12 powered by Legistar™ EXHIBIT A4.C.a Packet Pg. 389 Attachment: Parks_Property_Tax_Levy_Agreement-EXHIBIT_ (2131 : King County Parks Property Tax Levy Agreement – Authorize) File #:2019-0084,Version:2 C. Up to forty-four million dollars to publicly owned pools for: capital improvement projects, including planning, feasibility studies, preconstruction and design, construction; and major maintenance repair or replacement projects. D. Up to twenty-two million dollars to habitat restoration, open space acquisition or recreational opportunities, or any combination thereof, associated with integrated floodplain management capital improvement projects and to outreach and education related to the benefits of integrated floodplain management projects. E. The remainder of levy proceeds shall be used for the following purposes: 1. Forty percent of levy proceeds for maintenance and operations of King County's open space system and the targeted equity grant program, but no more than ten million dollars may be used for the targeted equity grant program; 2. Forty-seven percent of levy proceeds for: a. acquisition, conservation and stewardship of additional open space lands, natural areas, resource or ecological lands, rights of way for regional trails and urban green spaces; b. acquisition of rights of way for and development of regional and other public trails; c. capital improvement projects and major maintenance repair or replacement of open space system infrastructure; d. community partnerships and grants program; and e. capital improvement projects and major maintenance repair or replacement of parks or recreation infrastructure in metropolitan park districts, towns or cities; 3. Eight percent of levy proceeds for distribution to towns and cities in King County for their town or city parks system operations and capital improvement projects, of which amount: a. twenty-five thousand dollars shall be distributed annually to each town and city; b. an additional seventy-five thousand dollars shall be distributed annually to cities with a population King County Printed on 11/27/2019Page 9 of 12 powered by Legistar™ EXHIBIT A4.C.a Packet Pg. 390 Attachment: Parks_Property_Tax_Levy_Agreement-EXHIBIT_ (2131 : King County Parks Property Tax Levy Agreement – Authorize) File #:2019-0084,Version:2 greater than four thousand; c. of the remainder, fifty percent shall be distributed in proportion to each town or city's population and fifty percent shall be distributed in proportion to the assessed value of parcels within each town or city; 4. Five percent of levy proceeds for distribution to the Woodland Park Zoological Society shall be used solely for: environmental education with an emphasis on accessibility to traditionally underserved populations throughout the county; horticulture and maintenance of buildings and grounds; conservation of threatened species; and development of conservation and education strategies to mitigate impacts to animals and habitats from climate change; and 5. Of the levy proceeds in subsections B., C., D., E.2.e., E.3. and E.4. of this section, a portion shall be retained by the county to be used for expenditures related to administration of the distribution of levy proceeds. Eligible administrative expenditures shall include all costs and charges to the parks and recreation division or the county associated with or attributable to the purposes listed in subsections B., C., D., E.2.e., E.3. and E.4. of this section as well as sections 6 and 7 of this ordinance. Consistent with RCW 84.55.050, as it may be amended, levy proceeds may not supplant existing funding. SECTION 5.Call for special election. In accordance with RCW 29A.04.321, the King County council hereby calls for a special election to be held in conjunction with the primary election on August 6, 2019, to consider a proposition authorizing a regular property tax levy for the purposes described in this ordinance. The King County director of elections shall cause notice to be given of this ordinance in accordance with the state constitution and general law and to submit to the qualified electors of the county, at the said special county election, the proposition hereinafter set forth. The clerk of the council shall certify that proposition to the King County director of elections in substantially the following form, with such additions, deletions or modifications as may be required for the proposition listed below by the prosecuting attorney: The King County council passed Ordinance ____ concerning replacement of an expiring parks levy. If approved, this proposition would provide funding for county, town, city and park district King County Printed on 11/27/2019Page 10 of 12 powered by Legistar™ EXHIBIT A4.C.a Packet Pg. 391 Attachment: Parks_Property_Tax_Levy_Agreement-EXHIBIT_ (2131 : King County Parks Property Tax Levy Agreement – Authorize) File #:2019-0084,Version:2 parks, and for open space, trails, recreation, public pools, zoo operations and an aquarium capital project. It would authorize an additional six-year property tax beginning in 2020 at $0.1832 per $1,000 of assessed valuation with the 2020 levy amount being the base for calculating annual increases in 2021 - 2025 by the King County inflation plus population index or the 84.55 RCW limitation, whichever is greater. Should this proposition be: Approved? __ Rejected? __ SECTION 6.Distributions. Each distribution of levy proceeds to a King County town or city, the Woodland Park Zoological Society or its successor, or the Seattle Aquarium or its successor, for the eligible purposes identified in section 4 of this ordinance shall be subject to the execution of a contract between the county and each entity for the same purposes. Distribution of levy proceeds shall be subject to the execution of a contract for: the targeted equity grant program; publicly owned pool capital improvement projects and major maintenance repair or replacement projects; integrated floodplain management capital improvement projects and outreach and education; capital improvement projects and major maintenance repair or replacement projects to parks or recreation infrastructure in metropolitan park districts, towns or cities; and acquisition, conservation and stewardship of additional natural areas, resource or ecological lands, rights of way for regional trails and urban green spaces. SECTION 7.Parks levy oversight board established. A. If the proposition in section 5 of this ordinance is approved by the qualified electors of King County, a parks levy oversight board shall be appointed by the executive. The board shall consist of nine members. Each councilmember shall nominate a candidate for the board who resides in the councilmember's district no later than March 31, 2020. If the executive does not appoint by May 31, 2020, the person nominated by a councilmember, the executive must request that the councilmember should by June 30, 2020, nominate another candidate for appointment. Members shall be confirmed by the council. Members may not be elected or King County Printed on 11/27/2019Page 11 of 12 powered by Legistar™ EXHIBIT A4.C.a Packet Pg. 392 Attachment: Parks_Property_Tax_Levy_Agreement-EXHIBIT_ (2131 : King County Parks Property Tax Levy Agreement – Authorize) File #:2019-0084,Version:2 appointed officials of any unit of government, except that individuals serving in a civic capacity on a local board or commission would be eligible to serve on the parks levy oversight board. B. The board shall review the allocation of levy proceeds and progress on achieving the purposes of this proposition. On or before December 31, 2021, the board shall review and report to the King County executive, the King County council and the regional policy committee on the expenditure of levy proceeds for 2020. Thereafter, the board shall review and report to the King County executive, the King County council and the regional policy committee annually. Any report to the King County council under this section shall be made in the form of a paper original and an electronic copy with the clerk of the council, who shall retain the original and provide an electronic copy to all councilmembers. The board expires December 31, 2026. SECTION 8.Exemption. The additional regular property taxes authorized by this ordinance shall be included in any real property tax exemption authorized by RCW 84.36.381. SECTION 9.Ratification. Certification of the proposition by the clerk of the King County council to the director of elections in accordance with law before the election on August 6, 2019, and any other acts consistent with the authority and before the effective date of this ordinance are hereby ratified and confirmed. SECTION 10.Severability. If any provision of this ordinance or its application to any person or circumstance is held invalid, the remainder of the ordinance or the application of the provision to other persons or circumstances is not affected. King County Printed on 11/27/2019Page 12 of 12 powered by Legistar™ EXHIBIT A4.C.a Packet Pg. 393 Attachment: Parks_Property_Tax_Levy_Agreement-EXHIBIT_ (2131 : King County Parks Property Tax Levy Agreement – Authorize) King County Parks 2020 Budget Highlights •Programs first year of funding (~$115M) according to levy plan •Continue to operate, maintain, and repair existing King County Parks system •Grow and connect regional open space and accelerate land conservation •Build and improve regional trails and mobility (e.g. Eastrail, Lake to Sound, Interurban South) •Launch new and expanded grants programs that increase access to recreation and open space •Launch the youth conservation corps, an internship program for high school students •Increase access to recreation through direct funding to 39 towns and cities, Woodland Park Zoo, and Seattle Aquarium 2020 Estimated Parks Levy Proceeds $114,703,035 Reimbursement of Election Costs $1,522,000 Seattle Aquarium $1,941,750 Pools Capital Grant Program (includes $2.3M for KC Aquatic Center) $3,425,000 Open Space Floodplains Grants $1,712,500 King County Parks Operating Fund (includes $1.5M for equity grants) $42,440,714 King County Parks Capital Program $49,867,839 •Open Space Acquisition/Land Conservation $13,494,486 • Regional and Public Trails $25,802,286 • Recreation Repair and Renovation $5,880,000 • Cities Capital Grant Program $2,780,000 • Community Partnerships and Grants $1,412,000 •Levy Administration Contribution $498,674 Cities within King County $8,488,143 •Distribution across 39 Cities $8,403,262 •Levy Administration Contribution $84,881 Woodland Park Zoo $5,305,089 •Distribution to Woodland Park Zoo $5,278,564 •Levy Administration Contribution $26,525 Total Budget $114,703,035 EXHIBIT A4.C.a Packet Pg. 394 Attachment: Parks_Property_Tax_Levy_Agreement-EXHIBIT_ (2131 : King County Parks Property Tax Levy Agreement – Authorize) 2020 1 2 3 *** City Total $25K $75K AV/Population Assessed Value Population Algona $32,000 $25,000 $0 $7,000 $582,509,640 3,190 Auburn $241,000 $25,000 $75,000 $141,000 $10,192,926,423 71,740 Beaux Arts Village $26,000 $25,000 $0 $1,000 $201,865,564 300 Bellevue $592,000 $25,000 $75,000 $492,000 $64,986,181,741 145,300 Black Diamond $110,000 $25,000 $75,000 $10,000 $868,851,309 4,525 Bothell $169,000 $25,000 $75,000 $69,000 $6,728,399,945 28,570 Burien $202,000 $25,000 $75,000 $102,000 $7,326,499,056 52,000 Carnation $30,000 $25,000 $0 $5,000 $348,969,934 2,220 Clyde Hill $43,000 $25,000 $0 $18,000 $2,942,813,919 3,055 Covington $139,000 $25,000 $75,000 $39,000 $2,751,011,207 20,280 Des Moines $162,000 $25,000 $75,000 $62,000 $4,356,985,778 31,580 Duvall $116,000 $25,000 $75,000 $16,000 $1,324,903,905 7,840 Enumclaw $123,000 $25,000 $75,000 $23,000 $1,557,893,969 12,200 Federal Way $281,000 $25,000 $75,000 $181,000 $11,393,138,728 97,840 Hunts Point $31,000 $25,000 $0 $6,000 $1,265,054,838 420 Issaquah $203,000 $25,000 $75,000 $103,000 $11,567,549,438 37,590 Kenmore $153,000 $25,000 $75,000 $53,000 $4,874,138,483 23,320 Kent $366,000 $25,000 $75,000 $266,000 $20,729,110,364 129,800 Kirkland $353,000 $25,000 $75,000 $253,000 $29,518,466,256 88,940 Lake Forest Park $132,000 $25,000 $75,000 $32,000 $3,251,063,509 13,250 Maple Valley $153,000 $25,000 $75,000 $53,000 $4,127,677,216 26,180 Medina $50,000 $25,000 $0 $25,000 $4,479,103,670 3,245 Mercer Island $200,000 $25,000 $75,000 $100,000 $14,686,554,631 24,470 Milton $27,000 $25,000 $0 $2,000 $120,768,488 1,195 Newcastle $133,000 $25,000 $75,000 $33,000 $3,624,539,957 12,450 Normandy Park $117,000 $25,000 $75,000 $17,000 $1,722,967,331 6,610 North Bend $116,000 $25,000 $75,000 $16,000 $1,466,838,997 6,965 Pacific $112,000 $25,000 $75,000 $12,000 $605,190,919 6,875 Redmond $296,000 $25,000 $75,000 $196,000 $23,766,332,331 65,860 Renton $326,000 $25,000 $75,000 $226,000 $19,152,024,315 104,700 Sammamish $272,000 $25,000 $75,000 $172,000 $18,871,723,019 64,410 Seatac $169,000 $25,000 $75,000 $69,000 $6,717,932,343 29,180 Seattle $2,214,000 $25,000 $75,000 $2,114,000 $244,938,709,301 747,300 Shoreline $225,000 $25,000 $75,000 $125,000 $10,942,263,005 56,370 Skykomish $25,400 $25,000 $0 $400 $30,098,074 205 Snoqualmie $134,000 $25,000 $75,000 $34,000 $3,469,519,169 13,670 Tukwila $158,000 $25,000 $75,000 $58,000 $6,685,919,176 20,930 Woodinville $136,000 $25,000 $75,000 $36,000 $4,173,910,805 12,410 Yarrow Point $33,000 $25,000 $0 $8,000 $1,396,430,058 1,040 $8,400,000 $975,000 $2,250,000 $5,175,000 Notes Data Source * AV: King County Assessor's Office 2018 Assessed Value for 2019 Tax Year (to be updated in a few months with 2019 AV for 2020 Tax Year) ** Population: OFM April 1, 2019 Population of Cities, Towns and Counties 2. "an additional seventy-five thousand dollars shall be distributed annually to cities with a population greater than four thousand;" 1. "twenty-five thousand dollars shall be distributed annually to each town and city;" 3. "of the remainder, fifty percent shall be distributed in proportion to each town or city's population and fifty percent shall be distributed in proportion to the assessed value of parcels within each town or city;" EXHIBIT A4.C.a Packet Pg. 395 Attachment: Parks_Property_Tax_Levy_Agreement-EXHIBIT_ (2131 : King County Parks Property Tax Levy Agreement – Authorize) PARKS PROPERTY TAX LEVY AGREEMENT between KING COUNTY & (CITY) ___________________________ This Parks Property Tax Levy Agreement (the “Agreement”) is made and entered into as of this ____ day of ____________, 2020, by and between KING COUNTY, a political subdivision of the state of Washington (the “County”) and the City of ______________________, a State of Washington municipal corporation ("CITY”). RECITALS A.The County owns and operates a park system with over twenty-eight thousand (28,000) acres of regional parks and open spaces, over one-hundred-seventy-five (175) miles of regional trails, and two-hundred-fifteen (215) miles of backcountry trails. In addition, the County is the provider of local parks in the rural area and is the transitional provider of local parks in the urban incorporated areas. B.Since 2003, on recommendation of the Metropolitan Parks Task Force and direction from the County Executive and County Council, the County's Parks and Recreation Division has focused on managing a system of regional parks, open spaces and trails and a limited set of regional active recreation assets. Consistent with its role as a regional and local rural service provider under Countywide Planning Policies and the State Growth Management Act, the County has divested itself of local parks and facilities in urban unincorporated areas as these areas incorporate or annex to cities. C.On April 17, 2019, the King County Council adopted Ordinance 18890 which called for a special election in accordance with RCW 29A.04.321 to authorize a property tax levy in excess of the levy limitation contained in 84.55 RCW for a period of six (6) years for specified park purposes. D.On August 6, 2019, King County voters approved Proposition No. 1 Parks Levy that authorized an additional six year property tax levy at a rate of $0.1832 in the first year, with subsequent levies adjusted by inflation for the purpose of: maintaining and operating King County’s open space system; improving parks, recreation, access, and mobility in the King County open space system by acquiring lands and continuing to develop regional trails; improving parks and trails in and acquiring lands by metropolitan parks districts, towns, and cities in King County; funding environmental education, maintenance, and conservation programs at the Woodland Park Zoo; finding capital construction at the Seattle Aquarium; and funding for capital improvements at publicly owned pools, for all King County residents. NOW, THEREFORE, in consideration of the mutual promises and undertakings hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: KENT KENT 4.C.b Packet Pg. 396 Attachment: Parks_Property_Tax_Levy_Agreement-EXHIBIT (2131 : King County Parks Property Tax Levy Agreement – Authorize) King County Parks Property Tax Levy 2020-2025 Agreement Page 2 of 7 AGREEMENT 1.Definitions. As used in this Agreement, the following terms shall have the following meanings: A.“Annual Report” shall mean the annual report prepared by the CITY and provided to the County annually by May 31st beginning in 2021 setting forth a summary of CITY Projects for the preceding year, along with a complete financial accounting for the use of the CITY’S Share, and a listing of all capital investments made at the CITY funded in whole or in part by County Levy Proceeds, and for the 2020 annual report the CITY shall identify the dollar amount of the CITY's Existing Funds. B.“CITY” shall mean the City of , State of Washington, and all of its boards, commissions, departments, agencies and other subdivisions. C.“CITY Parks System” shall mean any building or other structure related to parks or recreation, parks, trails, open space, such as natural areas and resource or ecological lands and other parks or recreation property owned or otherwise under the jurisdiction of the CITY. D."City Proceeds" shall mean eight percent (8%) of the total County Levy Proceeds collected by King County, net the amounts specified and allocated in Ordinance 18890 Sections 4A-D, and any interest earnings on these funds. E."CITY Projects" shall mean CITY Parks System operations and capital improvement projects consistent with Ordinance 18890. F.“CITY’S Share” shall mean the CITY’s proportionate share of the City Proceeds as authorized by Ordinance 18890, subject to County Council appropriation. G.“County” shall mean King County, State of Washington, and all of its boards, commissions, departments, agencies and other subdivisions. H.“County Council” shall mean the County Council of King County, State of Washington. I.“County Levy” means the annual King County property tax levy for park purposes imposed by the King County Council and authorized by Proposition No. 1 Parks Levy that was approved by the County voters on August 6, 2019 and replaced a levy expiring at the end of 2019. J.“County Levy Proceeds” shall mean the principal amount of the County Levy collected by the County. K.“Executive” shall mean the King County Executive or his or her functional successor. L."Existing funds" shall have the meaning, as defined by RCW 84.55.050. KENT 4.C.b Packet Pg. 397 Attachment: Parks_Property_Tax_Levy_Agreement-EXHIBIT (2131 : King County Parks Property Tax Levy Agreement – Authorize) King County Parks Property Tax Levy 2020-2025 Agreement Page 3 of 7 2.Term of Agreement. The term of this Agreement (the “Term”) shall be for a period commencing upon signature by both parties (the “Commencement Date”), and expiring on December 31, 2025 (the “Termination Date”). 3.Receipt of County Levy Proceeds. A.General Distribution. Each year the County shall distribute the CITY's Share to the CITY as authorized by Ordinance 18890, subject to County Council appropriation. B.Receipt and Distribution of Levy Proceeds. 1.Payment Schedule. Beginning in 2020 and through 2025, the County shall transfer the CITY’s Share to the CITY on a semi-annual basis, generally in the months of May and November. The annual amounts transferred shall never exceed the CITY's proportionate share of the CITY Proceeds actually collected and appropriated by King County. 2.Administrative Fee. The Parties agree that the County has authority to deduct a portion from City Proceeds for eligible expenditures related to the administration of the distribution of County Levy Proceeds, consistent with Ordinance 18890. 4.Use of County Levy Proceeds. The CITY shall only use the transferred CITY’S Share for its CITY Projects. On or before May 31st of each year throughout the Term of this Agreement, the CITY shall provide the County with a copy of the Annual Report and provide any further documentation showing that the CITY’S Share was expended on CITY Projects. The CITY shall maintain financial records to account separately for the CITY’S Share. 5.Representations and Warranties. The CITY represents and warrants that all of the CITY’S Share received by the CITY shall be used only for specific CITY Projects as defined in this Agreement and that such funds shall not be used to supplant Existing Funds. The CITY represents and warrants that all CITY Projects shall be consistent with the requirements in King County Ordinance 18890. The CITY represents and warrants that in addition to the CITY'S Share, the CITY shall annually expend on CITY Projects an amount equal to the CITY's Existing Funds. 6.Title to Improvements. All appurtenances, fixtures, improvements, equipment, additions and other property attached to or installed in the CITY Park System during the Term shall be and remain the properties of CITY and shall not be deemed property of the County under any circumstances. 7.Notices. All notices required to be given hereunder shall be in writing and either delivered personally or sent by certified mail to the appropriate address listed below, or at such other address as shall be provided by written notice. Notice shall be deemed communicated upon actual receipt. For convenience of the parties, copies of notices may also be given be other means; however, neither party may give official or binding notice except by personal delivery or by certified mail. 4.C.b Packet Pg. 398 Attachment: Parks_Property_Tax_Levy_Agreement-EXHIBIT (2131 : King County Parks Property Tax Levy Agreement – Authorize) King County Parks Property Tax Levy 2020-2025 Agreement Page 4 of 7 If to the CITY: CITY’s Contact and Title: ___________________________________________ City Name: ___________________________________________ Mailing Address1: ___________________________________________ Mailing Address2: ___________________________________________ City, State, Zip Code: ___________________________________________ If to King County: Warren Jimenez, Division Director King County Parks and Recreation Division Department of Natural Resources and Parks 201 South Jackson Street Mailstop: KSC-NR-0700 Seattle, WA 98104 8.Compliance with Laws. The CITY shall comply and conform with all applicable laws and all governmental regulations, rules, and orders. 9.CITY Agreement to Comply with Audit Finding or Repay. The CITY agrees that it is financially responsible for the lawful use of the levy funds distributed under this contract. The CITY agrees that if the State Auditor makes an audit finding that the levy funds have not been spent properly, the CITY shall comply with the State Auditor’s audit finding and correct any improper expenditure or, at the sole discretion of the County, repay any indicated amounts to the County. This duty to comply with the audit finding or repay shall not be diminished or extinguished by the prior termination of this Agreement and shall survive the termination of this Agreement. 10.Miscellaneous. A.Liability of the County. The County’s obligations to the CITY under this Agreement shall be limited to the terms and conditions set forth herein. Notwithstanding any other provision in this Agreement to the contrary, in no event shall the County be liable, regardless of whether any claim is based on contract or tort, for any special, consequential, indirect or incidental damages, including without limitation lost profits, arising out of or in connection with this Agreement or the services performed in connection with this Agreement. B.Dispute Resolution. In the event of a dispute between the CITY and the County regarding any term of this Agreement, the parties shall attempt to resolve the matter informally through the following mechanism: the CITY (reps.) or their respective designee(s), shall meet with County (reps) or their respective designee(s) to review and discuss the matter(s) in dispute; if the CITY (representatives) and County (representatives) are unable to reach a mutual resolution, the Executive and the mayor, or their respective Terry Jungman, Planning Manager City of Kent 400 West Gowe Street Kent, WA 98032 4.C.b Packet Pg. 399 Attachment: Parks_Property_Tax_Levy_Agreement-EXHIBIT (2131 : King County Parks Property Tax Levy Agreement – Authorize) King County Parks Property Tax Levy 2020-2025 Agreement Page 5 of 7 designee(s) shall meet to review and discuss the matter(s) in dispute. If such persons are unable to resolve the matter informally, either party may submit the matter to a non- binding, structured mediation procedure fashioned by persons or organizations experienced in alternative dispute resolution ("ADR") procedures. The mediation may be requested by any party and shall be initiated within thirty (30) days from the date of the request unless extended by agreement of both parties. The alternative dispute resolution procedures utilized for the mediation shall include the exchange of written claims and responses, with supporting information, at least seven (7) days prior to the actual mediation. The positions expressed and mediator's recommendations shall not be admissible as evidence in any subsequent ADR or legal proceeding. If the matter is submitted to mediation and the matter is not resolved, an affected party shall be entitled to pursue any legal remedy available. Any disputes involving the lawful expenditure of levy proceeds shall be resolved by King County Superior Court if the parties cannot agree. C.No Implied Waiver. No failure by either party hereto to insist upon the strict performance of any obligation of the other party under this Agreement or to exercise any right, power or remedy arising out of a breach thereof, irrespective of the length of time for which such failure continues (except in cases where this Agreement expressly limits the time for exercising rights or remedies arising out of a breach), shall constitute a waiver of such breach or of that party’s right to demand strict compliance such term, covenant or condition or operate as a surrender of this Agreement. No waiver of any default or the performance of any provision hereof shall affect any other default or performance, or cover any other period of time, other than the default, performance or period of time specified in such express waiver. One or more written waivers of a default or the performance of any provision hereof shall not be deemed to be a waiver of a subsequent default or performance. The consent of either party hereto given in any instance under the terms of this Agreement shall not relieve the other party of any obligation to secure the consent of the other party in any other or future instance under the terms of this Agreement. D.Headings and Subheadings. The captions preceding the articles and sections of this Agreement and in the table of contents have been inserted for convenience of reference and such captions in no way define or limit the scope or intent of any provision of this Agreement. E.Successors and Assigns. The terms, covenants, and conditions contained in this Agreement shall bind and inure to the benefit of the County and the CITY and, except as otherwise provided herein, their personal representatives and successors and assigns. There are no third party beneficiaries to this Agreement. F.Agreement made in Washington. This Agreement shall be deemed to be made in and shall be construed in accordance with the laws of the State of Washington. Venue of any action brought by one party against the other to enforce or arising out of this Agreement shall be in King County Superior Court. 4.C.b Packet Pg. 400 Attachment: Parks_Property_Tax_Levy_Agreement-EXHIBIT (2131 : King County Parks Property Tax Levy Agreement – Authorize) King County Parks Property Tax Levy 2020-2025 Agreement Page 6 of 7 G.Integrated Agreement; Modification. This Agreement contains all the agreements of the parties hereto relating to the subject matter addressed herein, and cannot be amended or modified except by a written agreement approved by the King County Council and mutually executed between each of the parties hereto. H.Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. I.Time of Essence. Time is of the essence of each provision of this Agreement. J.Signage. For each capital project funded with County Levy Proceeds, the CITY shall provide a sign including the following language: This project was funded (or as applicable, funded in part) with proceeds from the Proposition No. 1 Parks Levy approved by King County voters in August 2019 under an Agreement with King County Parks and Recreation Division. K.Reporting. As set forth in King County Council Motion 15378, section C, for each capital project funded with County Levy Proceeds, the CITY shall report to King County Parks and the King County Council major milestones, such as groundbreakings and opening dates, thirty (30) days prior to such milestone. The CITY shall mail or deliver reports to both King County Parks and the current King County Council councilmembers at: Warren Jimenez, Division Director King County Parks and Recreation Division Department of Natural Resources and Parks 201 South Jackson Street Mailstop: KSC-NR-0700 Seattle, WA 98104 Councilmembers: ____________________ (please list all 9 councilmembers) In care of King County Council Clerk 516 3rd Avenue Seattle, WA 98104 [ SIGNATURE PAGE FOLLOWS ] 4.C.b Packet Pg. 401 Attachment: Parks_Property_Tax_Levy_Agreement-EXHIBIT (2131 : King County Parks Property Tax Levy Agreement – Authorize) King County Parks Property Tax Levy 2020-2025 Agreement Page 7 of 7 DATED this ____ day of ____________, 2020. KING COUNTY, a Washington municipal corporation By _________________________________ Its _________________________________ By authority of Ordinance No. 18890 CITY OF _________________________, a Washington municipal corporation By _________________________________ Its _________________________________ KENT Mayor 4.C.b Packet Pg. 402 Attachment: Parks_Property_Tax_Levy_Agreement-EXHIBIT (2131 : King County Parks Property Tax Levy Agreement – Authorize) PARKS, RECREATION AND COMMUNITY SERVICES DEPARTMENT Julie Parascondola 220 Fourth Avenue South Kent, WA 98032 253-856-5100 DATE: December 17, 2019 TO: Kent City Council - Committee of the Whole SUBJECT: Fourth Amendment to the Agreement for Indigent Defense Services - Authorize MOTION: Authorize the Mayor to sign the Fourth Amendment that increases the annual compensation due to Stewart MacNichols and Harmell, Inc. P.S. under its contract to provide public defense services by an additional $325,000 in 2020 due to the volume of criminal case filings and the impacts to case preparation associated with body worn cameras, subject to final terms and conditions acceptable to the City. SUMMARY: On October 17, 2019, the parties signed a Third Amendment to increase by $10,000 per month the monthly compensation paid to Stewart MacNichols and Harmless, Inc. P.S. for the months of September 2019 through December 2019 to address the volume of criminal case filings, and the impacts to case preparation associated with the Kent Police Department’s launch of its officer body worn camera program. The negotiated increase in compensation was authorized only through December 31, 2019, and the Third Amendment expressly provided an additional contract amendment would be needed if the parties determined it was appropriate to provide additional compensation in 2020. After further negotiation and evaluation, the parties have agreed to further increase the monthly compensation due Contractor through the remainder of the Agreement’s term, increasing the annual compensation from $850,000 to $1,175,000. This additional compensation was included with the City’s mid- biennium adjustment for 2020, which Council approved on November 19, 2019. BUDGET IMPACT: Additional $375,000 from General Fund for 2020. ($800,000 previously budget in 2019-2020 biennium budget). SUPPORTS STRATEGIC PLAN GOAL: Sustainable Services ATTACHMENTS: 1. Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (PDF) 2. Fourth Amendment to Public Defense Contract (PDF) 4.D Packet Pg. 403 4.D.a Packet Pg. 404 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 405 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 406 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 407 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 408 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 409 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 410 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 411 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 412 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 413 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 414 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 415 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 416 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 417 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 418 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 419 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 420 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 421 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 422 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 423 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 424 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 425 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 426 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 427 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 428 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 429 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 430 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 431 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 432 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 433 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 434 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 435 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment 4.D.a Packet Pg. 436 Attachment: Original Agreement and Amendments 1 - 3 -Stewart Beall, MacNichols, PS - Indigent Defense Services (2140 : Fourth Amendment FOURTH AMENDMENT TO AGREEMENT FOR INDIGENT DEFENSE SERVICES – 1 OF 5 FOURTH AMENDMENT TO AGREEMENT FOR INDIGENT DEFENSE SERVICES This Fourth Amendment to Agreement for Indigent Defense Services (“Fourth Amendment”) is made between the CITY OF KENT, a Washington municipal corporation (“City”) and STEWART MACNICHOLS HARMELL, INC., P.S., a Washington professional services corporation (“Contractor”), and amends the parties’ Agreement for Indigent Defense Services (“Agreement”) executed on December 22, 2014, with an Effective Date of January 1, 2015. I. RECITALS 1.1 The parties current Agreement is effective through December 31, 2020. 1.2 On October 17, 2019, the parties signed a Third Amendment to adjust the monthly compensation paid to Contractor for the months of September 2019 through December 2019 to address the volume of criminal case filings, and the impacts to public defense case preparation associated with the Kent Police Department’s launch of its officer body worn camera program. The negotiated increase in compensation was authorized only through December 31, 2019, and the Third Amendment expressly provided an additional contract amendment would be needed if the parties determined it was appropriate to provide additional compensation in 2020. 1.3 After further negotiation and evaluation, the parties have agreed to further increase the monthly compensation due Contractor through the remainder of the Agreement’s term. NOW THEREFORE, the City and Contractor agree as follows: II. AGREEMENT 2.1 Scope of Services, Standards and Warranties. Section XIII.B. and XIII.C. of the Agreement are amended to add tracking and reporting requirements for body camera footage as follows: XIII. SCOPE OF SERVICES, STANDARDS AND WARRANTIES . . . B. The Contractor will develop a system that properly records interactions and work performed on behalf of public defense clients to include: 4.D.b Packet Pg. 437 Attachment: Fourth Amendment to Public Defense Contract (2140 : Fourth Amendment to the Agreement for Indigent Defense Services - FOURTH AMENDMENT TO AGREEMENT FOR INDIGENT DEFENSE SERVICES – 2 OF 5 i. Attempts and actual contact with clients within 72 hours of appointment in the manner developed by the contractor to protect client confidentiality; ii. Responses to jail kites (requests for assistance from inmates incarcerated in the Kent Correctional Facility); iii. The number of cases where review of body work camera video is provided and tThe total number of hours spent by Contractor to review the video. iv. Documentation of the following topics that shall be discussed with clients to include but not be limited to: 1. Possible defenses 2. Need for independent investigation 3. Existing physical or mental health issues 4. Immigration status and consequences 5. Client goals 6. Possible dispositions 7. Need for additional discovery 8. Possible case disposition in the manner developed by the contractor to protect client confidentiality v. In the event a defendant who has been assigned a public defender wishes to enter a plea of guilty at his or her first meeting with the Public Defender, documentation demonstrating the Public Defender’s information and statement to the defendant about the risks associated with a plea at that time. This information will only be turned over to the City under circumstances that do not violate the RPC’s (i.e. pursuant to court order). 4.D.b Packet Pg. 438 Attachment: Fourth Amendment to Public Defense Contract (2140 : Fourth Amendment to the Agreement for Indigent Defense Services - FOURTH AMENDMENT TO AGREEMENT FOR INDIGENT DEFENSE SERVICES – 3 OF 5 C. Contractor will maintain and provide to the City a quarterly report detailing: i. The number of cases assigned during the period; ii. The number of cases where review of body worn camera video is provided; iii. The total number of hours spent by Contractor to review the video; iiiv. The number of cases in which an investigator was utilized; iv. The number of cases that were set for jury call including cases in which the defendant failed to appear; vi. The number and type of criminal cases handled outside of this contract, including cases assigned by another public entity to the attorneys assigned to this contract; and vii. The percentage of the Contractor’s practice spent in private defense representation, civil or other non-criminal matters y the attorneys assigned to this contract. . . . . 2.2 Payment for Indigent Defense Services. Section XXVII.A. of the Agreement is amended as follows: A. Payment for Services. The City shall provide to Contractor for services rendered under this Agreement the sum of EIGHT HUNDRED FIFTY THOUSAND DOLLARS ($850,000) ONE MILLION ONE HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($1,175,000) per year, payable on a pro rata basis through equal monthly payments of $70,833.33 $97,916.67 per month from January 1, 2020 2019, through December 31, 2020 2019, though the final monthly payment for December of 2020 2019 will be in the amount of $97,916.33 $70,833.37. 4.D.b Packet Pg. 439 Attachment: Fourth Amendment to Public Defense Contract (2140 : Fourth Amendment to the Agreement for Indigent Defense Services - FOURTH AMENDMENT TO AGREEMENT FOR INDIGENT DEFENSE SERVICES – 4 OF 5 If Council approval and ratification is obtained as required by the Second Amendment to extend the Agreement for an additional one year term, the same monthly amount shall be paid by the City to Contractor for services rendered from January 1, 2020, through December 31, 2020. With the Kent Police Department’s implementation of body worn cameras, the City agrees to provide Contractor additional compensation of $10,000 per month for the months of October, November, and December of 2019. This additional compensation will cease after December 31, 2019, unless the parties negotiate a subsequent amendment to extend this additional funding or otherwise alter the annual compensation amount of $850,000 for the final term of the Agreement. Contractor shall bill the City each month for services rendered herein. In the event this Agreement is terminated pursuant to the provisions set forth in this Agreement, the Contractor’s compensation shall be prorated based upon the number of months and portions of months which have elapsed between the commencement of the year and the effective date of termination. 2.3 Remaining Provisions Unchanged. All other provisions of the original Agreement, as previously amended, and not inconsistent with this Fourth Amendment shall remain in full force and effect. 2.4 Ratification. All acts consistent with the authority of the Agreement and prior to the effective date of this Fourth Amendment, are hereby ratified and affirmed, and the terms of the Agreement, as previously amended, and this Fourth Amendment shall be deemed to have applied. / / / / / / / / / / 4.D.b Packet Pg. 440 Attachment: Fourth Amendment to Public Defense Contract (2140 : Fourth Amendment to the Agreement for Indigent Defense Services - FOURTH AMENDMENT TO AGREEMENT FOR INDIGENT DEFENSE SERVICES – 5 OF 5 2.5 Authority to Sign. The parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Fourth Amendment, which is binding on the parties of this contract. IN WITNESS, the parties below have executed this Fourth Amendment, which will become effective on the last date written below. CITY: CONTRACTOR: CITY OF KENT STEWART MACNICHOLS HARMELL INC., P.S. Name: Dana Ralph Name: Title: Mayor Title: Date: Date: APPROVED AS TO FORM: Kent City Attorney’s Office ATTEST: City Clerk 4.D.b Packet Pg. 441 Attachment: Fourth Amendment to Public Defense Contract (2140 : Fourth Amendment to the Agreement for Indigent Defense Services - ECONOMIC AND COMMUNITY DEVELOPMENT DEPARTMENT Kurt Hanson, Economic and Community Development Director 220 Fourth Avenue South Kent, WA 98032 253-856-5454 DATE: December 17, 2019 TO: Kent City Council - Committee of the Whole SUBJECT: INFO ONLY: Purchase and Sale Agreement for the South End of the Naden Site INFORMATION ONLY: A final purchase and sale agreement will be presented on other business in January 2020. SUMMARY: In the early 2000s, the City began acquiring property along Naden Avenue for an envisioned City-owned parks facility. Acquisition began in 2003 and was nearly complete by 2007. The plans for the parks facility were abandoned as a result of the recession of 2008. On October 4, 2016, after a public hearing, the Council determined the Naden properties (Naden Assemblage) to be surplus, and since then, the City has taken steps to market the property and prepare it for sale. Council was updated on April 18, 2017, about the strategy of first asking for a Request for Interest (RFI) in 2018 followed by a call for offers in 2019. Braintree Hospitality, which constructs, owns, and operates numerous hotels in various states, responded to both the RFI in March 2018, and to the later call for offers. The call for offers, managed by CBRE real estate brokerage, concluded on April 26, 2019. A committee including the Mayor and Council President Bill Boyce convened with Derek Matheson and with the advisory support of Economic and Community Development staff. Braintree was the highest bidder and its offer was most consistent with the objectives of a high service level brand-name hotel and criteria put forward by the City. There is currently no direct access to the Naden Assemblage from the south. Recently, the City obtained WSDOT approval for the construction of a right-in/right- out intersection that will provide access to the Naden Assemblage directly from Willis Street. In addition, the property has been cleared and filled, though Naden Avenue, which is currently located along the west side of the property, has not yet been filled. Over the past many months, the City has been negotiating with Braintree for the sale of the property. On December 12, the parties reached a tentative agreement. The tentative agreement provides that the sale will be conditioned on the following: • Braintree will purchase approximately 94,095 square feet of property from the City at a price of $28/square foot. This property is located at the south end of the Naden Assemblage abutting Willis Street. The exact square footage is currently 4.E Packet Pg. 442 being settled. • Braintree will construct a Hilton Garden Inn on the site. • Braintree will construct the right-in/right-out intersection at Willis Street which will provide ingress and egress to the Naden Assemblage from Willis Street. • Braintree will construct a new Naden Avenue which will be located along the east-side of the hotel property. The new Naden Avenue will connect to the right- in/right-out at Willis, and will run to a point north of the hotel site towards Meeker Street (see below). • The City will assist Braintree in working through the City’s legislative process of approving latecomer agreements so that Braintree may receive a contribution from other area developers that benefit from Braintree’s construction of code- required facilities such as roadways, sewers, stormwater, and water. According to Kent’s development regulations, as a condition of constructing the hotel, Braintree must construct the roadway that serves the hotel up to the northern boundary of the hotel property. In order to ensure other property owners in the area have access to their property, and in order to make the northern portion of the Naden Assemblage more marketable, it is the City’s desire to have the new Naden Avenue extend beyond the hotel property. To accomplish this, the parties have agreed that the western and southern strip of property upon which Naden Avenue is currently located will be provided to Braintree in trade for Braintree’s construction of additional roadway for the new Naden Avenue that will extend north of the hotel site. This new Naden Avenue will eventually be connected to Meeker Street when the northern portion of the Naden Assemblage is sold and developed. It is anticipated that the property upon which Naden Avenue is currently located (along the western edge of the Naden Assemblage) will be filled by Braintree and used for hotel amenities such as parking. The design of the new Naden Avenue will be dependent upon the City and Puget Sound Energy reaching agreement regarding the scope and effect of easements that both PSE and the City own in the area. The City has been attempting to work with PSE over the past many months, and while the City is hopeful that it will resolve this matter soon, the City has recently been forced to deliver to PSE a strongly worded letter regarding the importance of its cooperation in this matter in order to revitalize this area. The City remains hopeful that PSE will engage and take reasonable measures to resolve these issues. One matter that remains outstanding is whether the City Council will want to gain an assurance of project completion. Pursuant to City code, Braintree will be required to post a bond for the completion of the project infrastructure (roadways, sewers, stormwater, and water). In the event construction of these facilities begins but is not completed, the City will be able to execute on the bond and use the funds to complete as much construction of the infrastructure as the funds will permit. There is no requirement that Braintree provide a bond for the construction of the hotel itself. If the City would like a bond for the construction of the hotel itself, the City will be required to cover the cost of the bond, which is estimated to cost approximately $200,000. 4.E Packet Pg. 443 Finally, as part of the purchase and sale agreement, the parties have agreed to the entry of a development agreement. The development agreement will provide certainty for the City and Braintree with regards to the hotel and infrastructure design. The development agreement will come before Council at a future date for approval, and if agreed upon, will be recorded against the property and bind future owners. In the event the parties are not able to agree to the terms of the development agreement, the parties will be permitted to cancel the purchase and sale agreement. During this Committee of the Whole meeting, staff will provide a brief history of the site and walk the Council through the different aspects of the tentative agreement. Assuming the Council is prepared to move forward with the sale of this portion of the Naden Assemblage, the matter will be placed on other business for the January 7, 2020 council meeting. SUPPORTS STRATEGIC PLAN GOAL: Thriving City, Evolving Infrastructure 4.E Packet Pg. 444 PUBLIC WORKS DEPARTMENT Tim LaPorte, PE 220 Fourth Avenue South Kent, WA 98032 253-856-5600 DATE: December 17, 2019 TO: Kent City Council - Committee of the Whole SUBJECT: INFO ONLY: Snow and Ice Update SUMMARY: Storm/Vegetation Maintenance Field Supervisor, Scott Schroeder and Street Maintenance Field Supervisor, Brent Collins will present an update on the City’s snow and ice response. Every year Kent is subjected to severe weather that adversely impacts the community’s ability to navigate Kent’s streets. Staff will present information on our Snow and Ice Response Preparedness. The information provided will inform our residents and the committee on the City’s plan to respond to severe winter weather. SUPPORTS STRATEGIC PLAN GOAL: Thriving City, Sustainable Services 4.F Packet Pg. 445 PUBLIC WORKS DEPARTMENT Tim LaPorte, PE 220 Fourth Avenue South Kent, WA 98032 253-856-5600 DATE: December 17, 2019 TO: Kent City Council - Committee of the Whole SUBJECT: Mutual Aid and Assistance Agreement for Washington State for Intrastate Water/Wastewater Agency Response Network - Authorize MOTION: Authorize the Mayor to sign the Mutual Aid and Assistance Agreement for Washington State for Intrastate Water/Wastewater Agency Response Network, subject to final terms and conditions acceptable to the City Attorney and Public Works Director. SUMMARY: The Washington State Water/Wastewater Agency Response Network (WAWARN) allows water and wastewater systems to receive rapid mutual aid and assistance from other systems in an emergency. Utilities sign the standard agreement which then allows them to share resources with any other system in Washington that has also signed the agreement. In the event of an emergency or natural disaster a member utility requests assistance through the WAWARN network, or may receive a request for assistance from another utility. The City will identify an Authorized Official and one alternate Authorized Official to make or respond to requests. There are no fees to be a member and a member may withdraw at any time with written notice. The WAWARN network follows the National Incident Management System framework. BUDGET IMPACT: None SUPPORTS STRATEGIC PLAN GOAL: Thriving City, Evolving Infrastructure, Innovative Government, Sustainable Services ATTACHMENTS: 1. Mutual Aid and Assistance Agreement for Washington State for Intrastate Water/Wastewater Agency Response Network (PDF) 4.G Packet Pg. 446 Page 1 of 10  Mutual Aid and Assistance Agreement for Washington State WARN  Mutual Aid and Assistance Agreement for Washington State for Intrastate Water/Wastewater Agency Response Network (WARN) As of: 04/13/09 This Agreement ("Agreement") is made and entered into by public water and wastewater utilities that have executed this Agreement. ARTICLE I PURPOSE Recognizing that emergencies may require aid or assistance in the form of personnel, equipment, and supplies from outside the area of impact, the signatories hereby establish an Intrastate Network for Mutual Aid and Assistance (the "Network"). Through the Network, Members (as further defined in this Agreement) may coordinate response activities and share resources during emergencies. ARTICLE II DEFINITIONS A. Authorized Official – An employee or officer of a Member agency that is authorized to: 1. Request assistance; 2. Offer assistance; 3. Decline to offer assistance; 4. Decline to accept offers of assistance, and 5. Withdraw assistance under this Agreement. B. Emergency – A natural or human-caused event or circumstance causing, or imminently threatening to cause, loss of life, injury to person or property, human suffering, significant financial loss, or damage to environment. For example, Emergencies may include fire, explosion, flood, severe weather, drought, earthquake, volcanic activity, spills or releases of oil or hazardous material, contamination, utility or transportation emergencies, disease, blight, infestation, civil disturbance, riot, intentional acts, sabotage and war that are, or could reasonably be beyond the capability of the services, personnel, equipment, and facilities of a Member to fully manage and mitigate by itself. C. Member – Any public agency which provides supply, transmission or distribution of water; or collection, conveyance or treatment services of storm water or waste water that executes this Agreement (individually a "Member" and collectively the "Members"). The Members are further classified as follows: 1. Requesting Member – A Member who requests aid or assistance under the Network. 2. Responding Member – A Member that responds to a request for aid or assistance under the Network. D. Period of Assistance – The period of time when a Responding Member 4.G.a Packet Pg. 447 Attachment: Mutual Aid and Assistance Agreement for Washington State for Intrastate Water/Wastewater Agency Response Network (2133 : Page 2 of 10  Mutual Aid and Assistance Agreement for Washington State WARN  assists a Requesting Member in response to a Request for Assistance. The Period of Assistance commences when personnel, equipment, or supplies depart from Responding Member’s facility and ends when all of the resources return to the Responding Member's facility (i.e., portal to portal). E. National Incident Management System (NIMS): The national, standardized system for incident management and response that sets uniform processes and procedures for emergency response operations. F. Associate – Any non-utility participant approved by the Statewide Committee that provides a support role for the Network (such as the State Department of Health). An Associate does not execute this Agreement. ARTICLE III ADMINISTRATION The Network is administered through Regional Committees and a Statewide Committee. A. Regional Committees. The State is divided into regions that are geographically the same as the existing Department of Health Office of Drinking Water regions of the state, with the exception that the eastern region is divided to create a central region. Each region has a Regional Committee. Each Member within a region may appoint one person to be a member of its Regional Committee. Only those Regional Committee members appointed by Members are entitled to vote on matters before the Regional Committee. An Associate may be a non-voting member of a Regional Committee. Each Regional Committee shall elect a Chair by majority vote of the voting members of that Regional Committee and shall meet annually to review the operations and procedures of the Network. B. Statewide Committee. The Chairs of the Regional Committees are the voting members of the Statewide Committee. An Associate may be a non-voting member of the Statewide Committee. Further, the Statewide Committee also may include as non-voting members representatives from the Washington State Department of Health Office of Drinking Water, Washington State Department of Ecology, Washington State Emergency Management Division, Rural Community Assistance Corporation, Evergreen Rural Water of Washington, Washington State Public Health Laboratory, EPA Region 10, Washington Association of Sewer and Water Districts, and the Washington PUD Association. Under the leadership of a Statewide Committee Chair elected by majority vote of the voting members of the Statewide Committee, the Statewide Committee shall plan and coordinate emergency planning and response activities for the Network. C. Members’ administrative activities shall be voluntary and members shall not be required to finance the administration of the Network, nor shall the Network hold real or personal property. 4.G.a Packet Pg. 448 Attachment: Mutual Aid and Assistance Agreement for Washington State for Intrastate Water/Wastewater Agency Response Network (2133 : Page 3 of 10  Mutual Aid and Assistance Agreement for Washington State WARN  ARTICLE IV PROCEDURES In coordination with the Regional Committees, and emergency management and public health systems of the State, the Statewide Committee shall develop and adopt operational and planning procedures for the Network that are consistent with this Agreement. The Statewide Committee shall review these procedures at least annually and shall update them as needed. ARTICLE V REQUESTS FOR ASSISTANCE A. Member Information: Promptly after executing this Agreement, the signatory Member shall deliver the following to the Statewide Committee: (1) a certified copy of the action of Member’s governing body that authorized the signing of this Agreement and (2) an original signed Agreement. Each Member shall identify an Authorized Official and one alternate Authorized Official. Each Member shall provide current 24-hour contact information for its Authorized Officials to the Statewide Committee, which shall maintain a current list of all Members and the contact information for their Authorized Officials. The Statewide Committee shall provide to all Members an updated version of this list annually and whenever there is an addition or withdrawal of a Member and whenever there is a change of Authorized Officials’ contact information. B. Request for Assistance. In the event of an Emergency, a Member’s Authorized Official may request mutual aid and assistance from Members (“Request for Assistance”). Requests for Assistance may be made orally or in writing, provided that when a Request for Assistance is made orally, the Requesting Member shall, as soon as practicable, identify and transmit in writing the personnel, equipment and supplies requested. Requesting Members shall direct Requests for Assistance to Authorized Officials. The Statewide Committee shall provide specific protocols for Requests for Assistance as part of the procedures created pursuant to Article IV of this Agreement. C. Response to a Request for Assistance – Members are not obligated to respond to a Request for Assistance. After a Member receives a Request for Assistance, the receiving Member’s Authorized Official shall evaluate whether to respond to the Request for Assistance, whether resources are available to respond, or if other circumstances would hinder response. Following the evaluation, the Authorized Official shall inform, as soon as possible, the Requesting Member whether the Member will respond to the Request for Assistance. If the Member is willing and able to provide assistance, the Member shall inform the Requesting Member of the type of available resources and the approximate arrival time of such assistance. D. Discretion of Responding Member’s Authorized Official – No Member has any duty to respond to a Request for Assistance. When a Member receives a Request for Assistance, the Authorized Official shall have sole and absolute discretion 4.G.a Packet Pg. 449 Attachment: Mutual Aid and Assistance Agreement for Washington State for Intrastate Water/Wastewater Agency Response Network (2133 : Page 4 of 10  Mutual Aid and Assistance Agreement for Washington State WARN  as to whether or not to respond to the Request for Assistance, and if responding in the affirmative, to determine the availability of resources to be made available to the Requesting Member. The response of a Member’s Authorized Official regarding the availability of resources to a Requesting Member shall be final. E. No Liability for Failure to Respond – No Member will be liable to any other Member for deciding not to respond to a Request for Assistance or otherwise failing to respond to a Request for Assistance. All Members hereby waive all claims against all other Members arising from or relating to any Member’s decision to not respond to a Request for Assistance or to any Member’s failure to respond to a Request for Assistance. ARTICLE VI RESPONDING MEMBER PERSONNEL A. National Incident Management System-When providing assistance under this Agreement, the Requesting Member and Responding Member are encouraged (but are not obligated) to be organized and function under NIMS. B. Coordination and Records – Employees of the Responding Member will remain under the direction and control of the Responding Member to the fullest extent possible. The Responding Member is an independent contractor at all times. The Requesting Member’s Authorized Official shall coordinate response activities with the designated supervisor(s) of the Responding Member(s). The Responding Member’s designated supervisor(s) shall keep accurate records of work performed by personnel during the Period of Assistance and for the equipment and supplies provided during work. C. Food and Shelter – Whenever practical, Responding Member personnel must be self sufficient for up to seventy-two (72) hours. Whenever practical, the Requesting Member shall supply adequate food and shelter for Responding Member personnel. If the Requesting Member is unable to provide food and shelter for Responding Member personnel, the Responding Member’s designated supervisor is authorized to secure the food and shelter necessary to meet the needs of its personnel. D. Communication – The Requesting Member shall provide Responding Member personnel with communications equipment as available, radio frequency information to program existing radios if appropriate, or telephone contact numbers, in order to facilitate communications with local responders and utility personnel. Each Requesting Member shall provide contact information for an individual with whom Responding Member’s personnel may coordinate while en-route for access, staging instructions and other logistical requirements. E. Status - Unless otherwise provided by law, the Responding Member’s officers and employees shall have the same powers, duties, rights, privileges, and immunities as if they were performing their duties in the jurisdiction in which they are 4.G.a Packet Pg. 450 Attachment: Mutual Aid and Assistance Agreement for Washington State for Intrastate Water/Wastewater Agency Response Network (2133 : Page 5 of 10  Mutual Aid and Assistance Agreement for Washington State WARN  normally employed. F. Licenses and Permits – To the extent permitted by law, Responding Member personnel that hold licenses, certificates, or permits evidencing professional, mechanical, or other skills shall be allowed to carry out activities and tasks relevant and related to their respective credentials during a Period of Assistance. ARTICLE VII RIGHT TO WITHDRAW RESOURCES A. Right to Withdraw - A Responding Member may withdraw some or all of its resources at any time for any reason, as determined in the Responding Member’s sole and absolute discretion. The Responding Member shall communicate written or oral notice of intention to withdraw all or some of a Responding Member's resources to the Requesting Member’s Authorized Official as soon as practicable under the circumstances. To the greatest extent possible, but without limiting in any way a Responding Member’s sole and absolute discretion, a Responding Member's determination to withdraw some or all of its resources provided to a Requesting Member should consider the status of the incident and incident stability, to minimize any adverse impacts from the withdrawal of resources by a Responding Member. B. No Liability for Withdrawal - No Member will be liable to any other Member for first responding to a Request for Assistance by providing resources (such as personnel, materials, and equipment) and later withdrawing or refusing to continue to provide some or all of those resources. All Members hereby waive all claims against all Members arising from or relating to such a withdrawal or refusal. ARTICLE VIII COST- REIMBURSEMENT The Requesting Member shall reimburse the Responding Member for all costs incurred by the Responding Member during a Period of Assistance, unless otherwise agreed in writing by both Members. A. Personnel – The Requesting Member shall reimburse the Responding Member for personnel costs incurred for work performed during a Period of Assistance. Responding Member personnel costs will be calculated according to the terms provided in their employment contracts, hourly rate schedules or other conditions of employment. The Responding Member’s designated supervisor(s) shall keep accurate records of work performed by personnel during a Period of Assistance. The Requesting Member shall include in its reimbursement of the Responding Member all personnel costs, including salaries or hourly wages, costs for fringe benefits, and indirect costs. Unless otherwise agreed in writing, the Requesting Member shall reimburse the Responding Member for all reasonable and necessary costs associated with providing food and shelter for the Responding Member's personnel, if the food and shelter are 4.G.a Packet Pg. 451 Attachment: Mutual Aid and Assistance Agreement for Washington State for Intrastate Water/Wastewater Agency Response Network (2133 : Page 6 of 10  Mutual Aid and Assistance Agreement for Washington State WARN  not provided by the Requesting Member. The Requesting Member is not required to reimburse the Responding Member for food and shelter costs in excess of State per diem rates unless the Responding Member demonstrates in writing that the excess costs were reasonable and necessary under the circumstances. B. Equipment – The Requesting Member shall reimburse the Responding Member for the use of equipment during a Period of Assistance, including, but not limited to, reasonable rental rates, all fuel, lubrication, maintenance, transportation, and loading/unloading of loaned equipment. The Requesting Member shall return all equipment to the Responding Member in good working order as soon as is practicable and reasonable under the circumstances. If equipment cannot be returned in good working order, then Requesting Member shall either provide in-kind replacement equipment to Responding Member at no cost to Responding Member or pay to Responding Member the actual replacement cost of the equipment. Reimbursement rates for equipment use will be no less than the Federal Emergency Management Agency’s (FEMA) Schedule of Equipment Rates. If a Responding Member uses rates different from those in the FEMA Schedule of Equipment Rates, the Responding Member shall provide such rates orally or in writing to the Requesting Member prior to supplying the equipment. If reimbursement rates are to be different than those in the FEMA Schedule of Equipment rates, Responding Member and Requesting Member shall agree in writing on which rates will be used prior to dispatch of the equipment to the Requesting Member. Requesting Member shall reimburse for equipment not referenced on the FEMA Schedule of Equipment Rates based on actual recovery of costs. If a Responding Member is required to lease equipment while its equipment is being repaired because of damage due to use during a Period of Assistance, Requesting Member shall reimburse Responding Member for such rental costs. C. Materials and Supplies – The Requesting Member shall reimburse the Responding Member in kind or at actual replacement cost, plus handling charges, for use of expendable or non-returnable supplies by the Responding Member during a Period of Assistance. The Responding Member shall not charge direct fees or rental charges to the Requesting Member for other supplies and reusable items that are returned to the Responding Member in a clean, damage-free condition. Reusable supplies that are returned to the Responding Member with damage will be treated as expendable supplies for purposes of cost reimbursement. D. Payment Period – In order to be reimbursed, the Responding Member shall provide an itemized bill to the Requesting Member no later than ninety (90) days following the end of the Period of Assistance for all expenses incurred by the Responding Member while providing assistance to a Requesting Member under this Agreement. The Responding Member may request additional time to submit the itemized bill, and Requesting Member shall not unreasonably withhold consent to such a request. The Requesting Member shall pay the itemized bill in full on or before the forty-fifth (45th) day following the billing date. The Requesting Member may request additional time to pay the itemized bill, and Responding Member shall not unreasonably withhold consent to such a request, but in no event will payment in full occur later than one year after the date a final itemized bill is submitted to the 4.G.a Packet Pg. 452 Attachment: Mutual Aid and Assistance Agreement for Washington State for Intrastate Water/Wastewater Agency Response Network (2133 : Page 7 of 10  Mutual Aid and Assistance Agreement for Washington State WARN  Requesting Member. If a Responding Member disputes a portion of an itemized bill, the Requesting Member shall promptly pay those portions of the bill not under dispute, pending the resolution of the payment of the disputed portion of the bill. E. Records - Where a Responding Member provides assistance to a Requesting Member under this Agreement, both Members shall provide the other Member access to the books, documents, notes, reports, papers and other records relevant to this Agreement for the purposes of reviewing the accuracy of a cost bill or making or undergoing a financial, maintenance or regulatory audit. Both Members shall maintain these records for at least three (3) years or longer where required by law. ARTICLE IX DISPUTES NEGOTIATION Members shall first attempt to resolve any controversy, claim or other dispute arising out of or relating to this Agreement by direct negotiation. MEDIATION To the extent not resolved by direct negotiation, Members shall mediate any controversy, claim or other dispute arising out of or relating to this Agreement. Mediation is a condition precedent to arbitration. Unless the disputing Members agree otherwise, the mediation will be administered by the American Arbitration Association (AAA) under its Construction Industry Mediation Procedures. The disputing Members shall pay in equal shares the mediator’s fee and any filing fees. Unless otherwise agreed by the disputing Members, the disputing Members shall (1) hold the mediation no later than thirty (30) days after a disputing Member delivers a request for mediation to the other disputing Members and (2) hold the mediation at the location of the Requesting Member. Agreements reached in mediation will be enforceable as settlement agreements. ARBITRATION To the extent not resolved by mediation, Members shall arbitrate all controversies, claims and other disputes arising out of or relating to this Agreement. Unless the disputing Members agree otherwise, the arbitration will be administered by the AAA in accordance with its Construction Industry Arbitration Rules in effect on the date a disputing Member makes a demand for arbitration. A disputing Member may make a demand for arbitration before negotiation or mediation if it appears that a claim might be barred by a statute of limitations if the demand were made after the negotiation or mediation. However, in such a case the arbitration will be stayed until the conclusion of negotiation and mediation. The decision and award rendered by the arbitrator(s) shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. 4.G.a Packet Pg. 453 Attachment: Mutual Aid and Assistance Agreement for Washington State for Intrastate Water/Wastewater Agency Response Network (2133 : Page 8 of 10  Mutual Aid and Assistance Agreement for Washington State WARN  ARTICLE X DUTY TO INDEMNIFY To the extent of its fault, a Member shall defend, indemnify, and hold harmless all other Members, their elected officials, Authorized Officials, officers, employees and agents from any and all costs, claims, judgments, losses, awards of damage, injury, death and liability of every kind, nature and description, including the reasonable cost of defense and attorneys' fees, directly or indirectly arising from or relating to this Agreement (collectively, “Indemnified Claims”). This indemnity obligation extends to all Indemnified Claims against a Member by an employee or former employee of another Member, and for this purpose, by mutual negotiation, each Member hereby expressly waives, with respect to each other Member only, all immunity and limitation under any applicable industrial insurance act, including Title 51 of the Revised Code of Washington, other worker compensation acts, disability benefit acts or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of Indemnified Claims. ARTICLE XI WORKER’S COMPENSATION AND SITE CONDITIONS The Responding Member is responsible for providing worker’s compensation benefits and administering worker’s compensation for its employees. The Requesting Member is responsible for providing worker’s compensation benefits and administering worker’s compensation for its employees. Each Member shall promptly identify to the other Members concerns about site safety, environmental concerns, and other working conditions. The Safety Officer appointed within the Incident Command System during the Period of Assistance shall address specific safety conditions and mitigations. ARTICLE XII NOTICE Unless otherwise provided in this Agreement, all notices must be in writing. Notice to a Member must be delivered to the Member’s Authorized Official. ARTICLE XIII EFFECTIVE DATE This Agreement shall be effective with respect to each Member when that Member’s authorized representative executes the Agreement. The Statewide Committee shall maintain a master list of all Members. ARTICLE XIV WITHDRAWAL 4.G.a Packet Pg. 454 Attachment: Mutual Aid and Assistance Agreement for Washington State for Intrastate Water/Wastewater Agency Response Network (2133 : Page 9 of 10  Mutual Aid and Assistance Agreement for Washington State WARN  A Member may withdraw from this Agreement at any time by providing to the Statewide Committee Chair written notice of withdrawal signed by the withdrawing Member’s Authorized Official or other person authorized by the withdrawing Member’s governing body. Any withdrawal will be effective upon receipt by the Statewide Committee Chair of the notice of intent to withdraw. If there is no Statewide Committee Chair, the withdrawing Member shall provide written notice to each Member in its region, and the withdrawal will be effective upon delivery of those notices. Once withdrawal from this Agreement is effective, the withdrawing Member will have no further obligations under this Agreement, except that withdrawal from this Agreement will not affect any indemnification or reimbursement obligation under this Agreement that arises prior to the effective date of the withdrawal. ARTICLE XV TERMINATION This Agreement shall terminate in its entirety when there are less than two Members. Termination of this Agreement will not affect any indemnification or reimbursement obligation under this Agreement arising prior to the termination. The Statewide Committee Chair shall provide written notice of termination to all remaining Members of the Agreement. ARTICLE XVI AMENDMENT This Agreement may be amended if, after written notice of a proposed amendment to all Members, the proposed amendment is approved by a majority of Members in each region. The Statewide Committee Chair shall provide written notice to all Members of approved amendments. Approved amendments will take effect sixty (60) days after the date the notice is sent to the Members. ARTICLE XVII SEVERABILITY The parties agree that if any term or provision of this Agreement is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular term or provision held to be invalid. ARTICLE XVIII PROHIBITION ON THIRD PARTIES AND ASSIGNMENT OF RIGHTS/DUTIES Notwithstanding rights of subrogation asserted by a Member’s insurance provider, this Agreement is for the sole benefit of the Members and no other person or entity shall have any rights under this Agreement as a third party beneficiary nor shall any Member owe duty to a third party not a signatory of this Agreement by virtue of this Agreement. Assignments of benefits and delegations of duties created by this 4.G.a Packet Pg. 455 Attachment: Mutual Aid and Assistance Agreement for Washington State for Intrastate Water/Wastewater Agency Response Network (2133 : Page 10 of 10  Mutual Aid and Assistance Agreement for Washington State WARN  Agreement are prohibited and of no effect. ARTICLE XIX GOVERNING LAW This Agreement is governed by the law of the State of Washington, specifically RCW 39.34, Interlocal Cooperation Act. ARTICLE XX EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts and by different parties in separate counterparts. Each counterpart when so executed shall be deemed to be an original and all of which together shall constitute one and the same Agreement. The water and wastewater utility listed below executed this Agreement on this ___________ day of __________ 201 . Water/Wastewater Utility: By: By: Title: Title Please Print Name Please Print Name Approved as to form By: Attorney for Member Please Print Name 4.G.a Packet Pg. 456 Attachment: Mutual Aid and Assistance Agreement for Washington State for Intrastate Water/Wastewater Agency Response Network (2133 : PUBLIC WORKS DEPARTMENT Tim LaPorte, PE 220 Fourth Avenue South Kent, WA 98032 253-856-5600 DATE: December 17, 2019 TO: Kent City Council - Committee of the Whole SUBJECT: $2.5 Million Transportation Improvement Board Grant Funds for 76th Avenue - Authorize MOTION: Authorize the Mayor to sign agreements with the Washington State Transportation Improvement Board to obligate $2.5 million of grant funds for the 76th Avenue South Road Raising Project and amend the budget, subject to final terms and conditions acceptable to the City Attorney and Public Works Director. SUMMARY: The City was successful in applying for and receiving a $2.5 million Transportation Improvement Board grant for the 76th Avenue South Road Raising project. This project will improve approximately 3,500 lineal feet of 76th Avenue South adjacent to the new Blue Origin development site. The roadway will be widened from 2 lanes to 3 lanes and will be raised by about 3.5 feet to above the FEMA 100- year flood elevation to significantly reduce the occurrence of flooding along this stretch of roadway. BUDGET IMPACT: Unanticipated additional revenue. SUPPORTS STRATEGIC PLAN GOAL: Evolving Infrastructure, Innovative Government, Sustainable Services ATTACHMENTS: 1. Grant Agreement with the State of Washington Transportation Improvement Board for 76th Avenue South Project (PDF) 2. EXHIBIT 2_76th Ave S (PDF) 4.H Packet Pg. 457 Washington Sfafe Transportation lm provement Board TIB Members Cha¡r Mayor Glenn Johnson City of Pullman Vice Chair Commissioner Richard Stevens Grant County Amy Asher RiverC¡ties Transit Alyssa Ball Office of Financial Management Aaron Butters, P.E. HW Lochner lnc. November 22,2019 Mr. Tim LaPorte, P.E. Public Works Director City of Kent 220 4th Avenue South Kent, WA 98032-5838 Dear M aPorte Congratulations! We are pleased to announce the selection of your project, 76th Avenue S, 22010 76th Ave S to 21213 76th Ave S, TIB project number 8-1-106(033)-1 Total TIB funds for this project are $2,500,000. Before any work is allowed on this project, you must: . Verify the information on the Project Funding Status Form, revise if necessary, and sign;. Submit the section of your adopted Six Year Transportation lmprovement Plan listing this project;. Sign both copies of the Fuel Tax Grant Distribution Agreement; ando Return the above items to TIB; You may only incur reimbursable expenses after you receive approval from TlB. ln accordance with RCW 47.26.084, you must certify full funding by November 22, 2020 or the grant may be terminated. Grants may also be rescinded due to unreasonable project delay as described in WAC 479-05-211. lf you have questions, please contact Greg Armstrong, TIB Project Engineer, at (360) 586-1 142 or e-mail GreoA@TlB.wa.qov. ü\TY CIF KË,I'IT tËÛ 03 ?üng ËNß\NT!.R\\\O IIP hRT\j\[N1 Barbara Chamberlain WSDOT El¡zabeth Chamberlain City of Walla Walla Mike Dahlem P.E. C¡ty of Sumner John Klekotka, P.E. Port of Everett Commìss¡oner Robert Koch Franklin County John Koster County Road Administratìon Eoard Sue Dre¡er Pierce Trans¡t Colieen Kuhn Human Seruices Counc¡l Mark Kulaas Douglas County Mayor Ron Lucas Town of ste¡lacoom Mick Matheson, P.E. C¡ty of Mukilteo counc¡lmember M¡ke Todd C¡ty of M¡ll Creek Jennifer Walker Thurston County David Ramsay Feet F¡rst Steve Roark, P.E.Sincerely, WSDOT 9'G"-f Ashley Probart Executive Director Ashley Probart Executive D¡rector P.O. Box 40901 Olymp¡a, WA 98504-0901 Phone: 36&586-1140 Fax:360-586-1165 u^ru, rih u¡" d^w Enclosures lnvesting in your local community 4.H.a Packet Pg. 458 Attachment: Grant Agreement with the State of Washington Transportation Improvement Board for 76th Avenue South Project (2134 : $2.5 ,4\w Transportation lmprovement Board Project Funding Status Form Agency Name Project Name: KENT 76th Avenue S 22010 76th Ave S to 21213 76th Ave S TIB Project Number: 8-l-f 06(033)-1 Verify the information below and revise if necessary. Return to: Transportation lmprovement Board ¡ PO Box 4090'1 r Olympia, WA 98504-0901 SCHEDULE PROJECT FUNDING PARTNERS List additional funding partners and amount Signatures are required from two different agency officials. Return the originally signed form to the TIB office. Mayor or Public Works Director Signature Date Printed or Typed Name Title FinancialOfiicer Signature Date Printed or Typed Name Gonstruction Approval Gontract Bid Award Contract Gompletion KENT 0 WSDOT 0 Federal Funds 0 Developer 1,549,810 Business and Occupation Tax 758,310 TOTAL LOCAL FUNDS 2,309,120 TIB Funding Status Report Tiue 4.H.a Packet Pg. 459 Attachment: Grant Agreement with the State of Washington Transportation Improvement Board for 76th Avenue South Project (2134 : $2.5 Wa sh i n g to n State T ra n s p o rtati o n I m p rove m e nt Bo a rd Fuel Tax Grant Agreement B-1-106(0s3)-1 Citv of Kent 8-1-106(033)-1 76th Avenue S 22010 76th Ave S to 21213 76th Ave S STATE OF WASHINGTON TRANSPORTATION IM PROVEMENT BOARD AND City of Kent AGREEMENT THIS GRANT AGREEMENT (hereinafter "Agreement") for the 76th Avenue 5,22010 76th Ave S to 21213 76th Ave S (hereinafter "Project") is entered into by the WASHINGTON STATE TRANSPORTATION IMPROVEMENT BOARD (hereinafter "TlB") and City of Kent, a political subdivision of the State of Washington (hereinafter "REClPlENT'). 1.0 PURPOSE TIB hereby grants funds in the amount of $2,500,000 for the project specified above, pursuant to terms contained in the RECIPIENT'S Grant Application, supporting documentation, chapter 47.26 RCW, title 479 WAC, and the terms and conditions listed below. 2.0 SCOPE AND BUDGET The Project Scope and Budget are initially described in RECIPIENT's Grant Application and incorporated by reference into this Agreement. Scope and Budget will be further developed and refined, but not substantially altered during the Design, Bid Authorization and Construction Phases. Any material alterations to the original Project Scope or Budget as initially described in the Grant Application must be authorized by TIB in advance by written amendment. 3.0 PROJECT DOCUMENTATION TIB requires RECIPIENT to make reasonable progress and submit timely Project documentation as applicable throughout the Project. Upon RECIPIENT's submission of each Project document to TlB, the terms contained in the document will be incorporated by reference into the Agreement. Required documents include, but are not limited to the following: a) Project Funding Status Form b) Bid Authorization Form with plans and engineers estimate c) Award Updated Cost Estimate d) Bid Tabulations e) Contract Completion Updated Cost Estimate with final summary of quantities Ð Project Accounting History 4.0 BILLING A ND PAYMENT Ïhe local agency shall submit progress billings as project costs are incurred to enable TIB to maintain accurate budgeting and fund management. Payment requests may be submitted as often as the RECIPIENT deems necessary, but shall be submitted at least quarterly if billable Fuel TaxAgreement Page I of5 November2012 4.H.a Packet Pg. 460 Attachment: Grant Agreement with the State of Washington Transportation Improvement Board for 76th Avenue South Project (2134 : $2.5 Washington State Transportation I mprovement Board Fuel Tax Grant Agreement B-1-106(jss)-1 amounts are greater than $50,000. lf progress billings are not submitted, large payments may be delayed or scheduled in a payment plan. 5.0 TERM OF AGREEMENT This Agreement shall be effective upon execution by TIB and shall continue through closeout of the grant or untilterminated as provided herein, but shall not exceed 10 years unless amended by the Parties. 6.0 AMENDMENTS This Agreement may be amended by mutual agreement of the Parties. Such amendments shall not be binding unless they are in writing and signed by persons authorized to bind each of the Parties. 7.0 ASSIGNMENT The RECIPIENT shall not assign or transfer its rights, benefits, or obligations under this Agreement without the prior written consent of TlB. The RECIPIENT is deemed to consent to assignment of this Agreement by TIB to a successor entity. Such consent shall not constitute a waiver of the RECIPIENT's other rights under this Agreement. 8.0 GOVERNANCE & VENUE This Agreement shall be construed and interpreted in accordance with the laws of the state of Washington and venue of any action brought hereunder shall be in the Superior Court for Thurston County. 9.0 DEFAULT AND TERMINATION 9,1 NON-COMPLIANCEa) ln the event TIB determines, in its sole discretion, the RECIPIENT has failed to comply with the terms and conditions of this Agreement, TIB shall notify the RECIPIENT, in writing, of the non-compliance. b) ln response to the notice, RECIPIENT shall provide a written response within 10 business days of receipt of TIB's notice of non-compliance, which should include either a detailed plan to correct the non-compliance, a request to amend the Project, or a denial accompanied by supporting details. c) TIB will provide 30 days for RECIPIENT to make reasonable progress toward compliance pursuant to its plan to correct or implement its amendment to the Project. d) Should RECIPIENT dispute non-compliance, TIB will investigate the dispute and may withhold further payments or prohibit the RECIPIENT from incurring additional reimbursable costs during the investigation. 9.2 DEFAULT RECIPIENT may be considered in default if TIB determines, in its sole discretion, that Fuel Tax Agreement Page 2 of 5 November 2012 4.H.a Packet Pg. 461 Attachment: Grant Agreement with the State of Washington Transportation Improvement Board for 76th Avenue South Project (2134 : $2.5 Wash i n g to n State T ra n s p o rtati o n I m p rove m e n t Bo a rd Fuel Tax Grant Agreement 8-1-1 06(jss)-1 a) RECIPIENT is not making reasonable progress toward correction and compliance. b) TIB denies the RECIPIENT's request to amend the Project.c) After investigation TIB confirms RECIPIENT'S non-compliance. TIB reserves the right to order RECIPIENT to immediately stop work on the Project and TIB may stop Project payments until the requested corrections have been made or the Agreement has been terminated. 9.3 TERMINATION a) ln the event of default by the RECIPIENT as determined pursuant to Section 9.2, TIB shall serve RECIPIENT with a written notice of termination of this Agreement, which shall be served in person, by email or by certified letter. Upon service of notice of termination, the RECIPIENT shall immediately stop work and/or take such action as may be directed by TlB. b) In the event of default and/or termination by either PARTY, the RECIPIENT may be liable for damages as authorized by law including, but not limited to, repayment of grant funds. c) The rights and remedies of TIB provided in the AGREEMENT are not exclusive and are in addition to any other rights and remedies provided by law. 9.4 TERMINATION FOR NECESSITY TIB may, with ten (10) days written notice, terminate this Agreement, in whole or in part, because funds are no longer available for the purpose of meeting TIB's obligations. lf this Agreement is so terminated, TIB shall be liable only for payment required under this Agreement for performance rendered or costs incurred prior to the effective date of termination. 1O.O USE OF TI GRANT FUNDS TIB grant funds come from Motor Vehicle Fuel Tax revenue. Any use of these funds for anything other than highway or roadway system improvements is prohibited and shall subject the RECIPIENT to the terms, conditions and remedies set forth in Section 9. lf Right of Way is purchased using TIB funds, and some or all of the Right of Way is subsequently sold, proceeds from the sale must be deposited into the RECIPIENT's motor vehicle fund and used for a motor vehicle purpose. 11.0 INCREASE OR DECREASE IN TIB GRANT FUNDS At Bid Award and Contract Completion, RECIPIENT may request an increase in the TIB funds for the specific project. Requests must be made in writing and will be considered by TIB and awarded at the sole discretion of TlB. All increase requests must be made pursuant to WAC 479-05-202 andlor WAC 479-01-060. lf an increase is denied, the recipient shall be liable for costs incurred in excess of the grant amount. ln the event that final costs related to the specific project are less than the initial grant award, TIB funds will be decreased and/or refunded to TIB in a manner that maintains the original ratio between TIB funds and total project costs. Fuel Tax Agreement Page 3 of5 November 2012 4.H.a Packet Pg. 462 Attachment: Grant Agreement with the State of Washington Transportation Improvement Board for 76th Avenue South Project (2134 : $2.5 Wa s h i n g to n State T ra n s p o rtati o n I m p rove m e nt Bo ard Fuel Tax Grant Agreement B-1-106(0ss)-1 12 0 INDEPENDENT CAPACITY The RECIPIENT shall be deemed an independent contractor for all purposes and the employees of the RECIPIENT or any of its contractors, subcontractors, and employees thereof shall not in any manner be deemed employees of TlB. 13.0 INDEMNIFICATION AND HOLD HARMLESS The PARTIES agree to the following Each of the PARTIES, shall protect, defend, indemnify, and save harmless the other PARTY, its officers, officials, employees, and agents, while acting within the scope of their employment as such, from any and all costs, claims, judgment, and/or awards of damages, arising out of, or in any way resulting from, that PARTY's own negligent acts or omissions which may arise in connection with its performance under this Agreement. No PARTY will be required to indemnify, defend, or save harmless the other PARTY if the claim, suit, or action for injuries, death, or damages is caused by the sole negligence of the other PARTY. Where such claims, suits, or actions result from the concurrent negligence of the PARTIES, the indemnity provisions provided herein shall be valid and enforceable only to the extent of a PARTY's own negligence. Each of the PARTIES agrees that its obligations under this subparagraph extend to any claim, demand and/or cause of action brought by, or on behalf of, any of its employees or agents. For this purpose, each of the PARTIES, by mutual negotiation, hereby waives, with respect to the other PARTY only, any immunity that would othenvise be available to it against such claims underthe lndustrial lnsurance provision of Title 51 RCW. ln any action to enforce the provisions of the Section, the prevailing PARTY shall be entitled to recover its reasonable attorney's fees and costs incurred from the other PARTY. The obligations of this Section shall survive termination of this Agreement. 14.0 DISPUTE RESOLUTION a) The PARTIES shall make good faith efforts to quickly and collaboratively resolve any dispute arising under or in connection with this AGREEMENT. The dispute resolution process outlined in this Section applies to disputes arising under or in connection with the terms of this AGREEMENT. b) lnformal Resolution. The PARTIES shall use their best efforts to resolve disputes promptly and at the lowest organizational level. c) ln the event that the PARTIES are unable to resolve the dispute, the PARTIES shall submit the matter to non-binding mediation facilitated by a mutually agreed upon mediator. The PARTIES shall share equally in the cost of the mediator. d) Each PARTY agrees to compromise to the fullest extent possible in resolving the dispute in order to avoid delays or additional incurred cost to the Project. e) The PARTIES agree that they shall have no right to seek relief in a court of law until and unless the Dispute Resolution process has been exhausted. Fuel Tax Agreement Page 4 of 5 November 2012 4.H.a Packet Pg. 463 Attachment: Grant Agreement with the State of Washington Transportation Improvement Board for 76th Avenue South Project (2134 : $2.5 Was h i n g to n State T ra n sp o ft ati o n I m p rove m e nt Bo a rd Fuel Tax Grant Agreement 8-1-1 06(0ss)-1 15.0 ENTIRE AGREEMENT This Agreement, together with the RECIPIENT'S Grant Application, the provisions of chapter 47 .26 Revised Code of Washington, the provisions of title 479 Washington Administrative Code, and TIB Policies, constitutes the entire agreement between the PARTIES and supersedes all previous written or oral agreements between the PARTIES. 16.0 RECORDS MAINTENANCE The RECIPIENT shall maintain books, records, documents, data and other evidence relating to this Agreement and performance of the services described herein, including but not limited to accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Agreement. RECIPIENT shall retain such records for a period of six years following the date of final payment. At no additional cost, these records, including materials generated under the Agreement shall be subject at all reasonable times to inspection, review or audit by TIB personnel duly authorized by TlB, the Office of the State Auditor, and federal and state officials so authorized by law, regulation or agreement. lf any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. Approved as to Form Attorney General By: Signature on file Guy Bowman Assistant Attorney General Lead Agency Transportation I mprovement Board Chief Executive Officer Date Executive Director Date Fuel ïax Agreement Print Name Page 5 of5 Print Name November 2012 4.H.a Packet Pg. 464 Attachment: Grant Agreement with the State of Washington Transportation Improvement Board for 76th Avenue South Project (2134 : $2.5 4.H.a Packet Pg. 465 Attachment: Grant Agreement with the State of Washington Transportation Improvement Board for 76th Avenue South Project (2134 : $2.5 76IH 1222049077 ICON OI|û¡ER POOL f V,f,97 21ð10 761h AVE S POOL 1 }IEST LLC AlE S J ì22?O49085 WDB NV LLC 2121376IH A\€ S I 22204901ã ELUE PRÔPERIIES t2?20490t9 BLUE PROPERTIIS LLC sEc 12,T22il, R4E :_:l J nÇ1 I \J t"_J s 2r2rH sT n Õ ö I r"1 t il PROJECT LOCATION i,, l.i lrl -----r--tc77ã9800170 NORITO ENIERPRISES122204-9110 €ARL JORG€NSEN €NffRpRlsÉs rilc 22011 76TH AVE 2?Ol 0 76lH Á\€s r-l,: \i,1222A4-5A24 f'RP PROPERTITS 4 ILC 7759A0-0r50 MIRÊF MILL CREEK LLC 22114 TgrH AVE S22?OJ 761H ÀVE 5 I' t. l¡í.! ciEs( 5S3040-0000 2222"1 761H AW S n iluB a--l[f0n-ll D rJ 0 co ÀvE 775980-O130 HOTMAN OrSlEtEUnÖN C'rR 22408 78ft AVÊ S 5 L 4|.# SITE PLAN ClÌY oF KElll EÌìiO|NÊERINO OEPAR'IIENT 4Oo \t. oolvE 91 KENÍ, WA, 9r0r2 76TH AVE SOUTH ROAD RAISIñIG DECET¡¡ER 20tt tttttt t:3 4.H.b Packet Pg. 466 Attachment: EXHIBIT 2_76th Ave S (2134 : $2.5 Million Transportation Improvement Board Grant Funds for 76th Avenue - Authorize) PUBLIC WORKS DEPARTMENT Tim LaPorte, PE 220 Fourth Avenue South Kent, WA 98032 253-856-5600 DATE: December 17, 2019 TO: Kent City Council - Committee of the Whole SUBJECT: Consultant Services Agreement with RH2 Engineering, Inc. for West Hill Reservoir – Authorize MOTION: Authorize the Mayor to sign a Consultant Services Agreement with RH2 Engineering, Inc. for design engineering services for the West Hill Reservoir Project in an amount not to exceed $459,949. subject to final terms and conditions acceptable to the City Attorney and Public Works Director. SUMMARY: Additional water storage is needed on Kent’s West Hill to address a current water storage and fire flow deficiency. Council recently approved the transfer of the Kronisch property to the Public Works Department in order to construct and operate the proposed West Hill Reservoir on this property. Various design services are now necessary to provide project design and construction documents. The West Hill Reservoir will have a nominal storage volume of 5.50 million gallons. It will have a sub-surface concrete foundation with the above-grade portion of the reservoir constructed of steel. It will be approximately 165 feet in height and 100 feet in diameter. The contract with RH2 Engineering includes reservoir design, project permitting including building permits, storm drainage analysis, a Department of Health permit and preparation of bid-ready construction contract documents. A separate contract has been prepared for geotechnical engineering with GeoEngineers Inc. for necessary subsurface investigations. BUDGET IMPACT: Costs for design will be paid for from the water utility budget. SUPPORTS STRATEGIC PLAN GOAL: Thriving City, Evolving Infrastructure, Sustainable Services ATTACHMENTS: 1. RH2 - West Hill Reservoir (PDF) 4.I Packet Pg. 467 CONSULTANT SERVICES AGREEMENT - 1 (Over $20,000) CONSULTANT SERVICES AGREEMENT between the City of Kent and RH2 Engineering, Inc. THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and RH2 Engineering, Inc. organized under the laws of the State of Washington, located and doing business at 22722 29th Drive SE, Suite 210, Bothell, WA 98021, Phone: (425) 780- 8258, Contact: Edwin Halim (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: The Consultant shall provide design services for the West Hill Reservoir Project. For a description, see the Consultant's Scope of Work and Schedule which are attached as Exhibits A - D and incorporated by this reference. 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. TIME OF COMPLETION. The parties agree that work will begin on the tasks described in Section I above immediately upon the effective date of this Agreement. Consultant shall complete the work described in Section I by December 31, 2020. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed Four Hundred Fifty Nine Thousand, Nine Hundred Forty Nine Dollars ($459,949), for the services described in this Agreement. 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. The Consultant agrees that the hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for a period of one (1) year from the effective date of this Agreement. The Consultant's billing rates shall be as delineated in Exhibit A - C. B. The Consultant shall submit monthly payment invoices to the City for work performed, and a final bill upon completion of all services described in this Agreement. The City shall provide payment within forty-five (45) days of receipt of an invoice. If the City objects to all or any portion of an invoice, it shall notify 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: 4.I.a Packet Pg. 468 Attachment: RH2 - West Hill Reservoir (2135 : Consultant Services Agreement with RH2 Engineering, Inc. for West Hill Reservoir – Authorize) CONSULTANT SERVICES AGREEMENT - 2 (Over $20,000) 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 independently 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. 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 orientation, 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 Agreement, 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. 4.I.a Packet Pg. 469 Attachment: RH2 - West Hill Reservoir (2135 : Consultant Services Agreement with RH2 Engineering, Inc. for West Hill Reservoir – Authorize) CONSULTANT SERVICES AGREEMENT - 3 (Over $20,000) 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 expert 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 E attached and incorporated by this reference. 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, documents, 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 4.I.a Packet Pg. 470 Attachment: RH2 - West Hill Reservoir (2135 : Consultant Services Agreement with RH2 Engineering, Inc. for West Hill Reservoir – Authorize) CONSULTANT SERVICES AGREEMENT - 4 (Over $20,000) 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, 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 provisions 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 documents 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 Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. / / / / / / / / / / / / 4.I.a Packet Pg. 471 Attachment: RH2 - West Hill Reservoir (2135 : Consultant Services Agreement with RH2 Engineering, Inc. for West Hill Reservoir – Authorize) CONSULTANT SERVICES AGREEMENT - 5 (Over $20,000) 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 effective 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: Edwin Halim RH2 Engineering, Inc. 22722 29th Dr. SE, Suite 210 Bothell, WA 98021 (425) 780-8258 (telephone) N/A (facsimile) NOTICES TO BE SENT TO: CITY OF KENT: Timothy J. LaPorte, P.E. City of Kent 220 Fourth Avenue South Kent, WA 98032 (253) 856-5500 (telephone) (253) 856-6500 (facsimile) APPROVED AS TO FORM: Kent Law Department ATTEST: Kent City Clerk RH2 - West Hill Reservoir 2/Holcomb 4.I.a Packet Pg. 472 Attachment: RH2 - West Hill Reservoir (2135 : Consultant Services Agreement with RH2 Engineering, Inc. for West Hill Reservoir – Authorize) 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: _________________________________________ 4.I.a Packet Pg. 473 Attachment: RH2 - West Hill Reservoir (2135 : Consultant Services Agreement with RH2 Engineering, Inc. for West Hill Reservoir – Authorize) 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. 4.I.a Packet Pg. 474 Attachment: RH2 - West Hill Reservoir (2135 : Consultant Services Agreement with RH2 Engineering, Inc. for West Hill Reservoir – Authorize) 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: _________________________________________ 4.I.a Packet Pg. 475 Attachment: RH2 - West Hill Reservoir (2135 : Consultant Services Agreement with RH2 Engineering, Inc. for West Hill Reservoir – Authorize) EXHIBIT A Scope of Services City of Kent Schedule B - West Hill Reservoir Design October 2019 Background The City of Kent's (City) Water System P/on (WSP) identifies fire flow and reliability deficiencies in the City's West Hill Operating Area in the existing and future planning periods. The WSP recommends the construction of a West Hill Reservoir in the City's 587 Zone to provide sufficient water storage for the West Hill operating area beyond the 20-year planning period. To accommodate growth beyond the 20-year planning period presented in the WSP, the City proposes to construct the West Hill Reservoir with approximately L0 percent additional usable storage volume, resulting in approximately 3.00 MG of usable storage for the proposed West Hill Reservoir. With the inclusion of the dead storage volume, the future West Hill Reservoir is calculated to have a total volume of approximately 5.50 MG. The reservoir will have a nominal storage volume of 5.50 MG. lt will have a sub-surface concrete foundation, with the above-grade portion of the reservoir constructed of steel. lt will be approximately 165 feet in height, and 100 feet in diameter. The West Hill Reservoir is currently planned to be constructed on three parcels within Kronisch park, located between 38th Avenue South and Military Road South, north of South 248th Street. There are l-2 mature coniferous, and 1 mature deciduous tree amongst the project parcels. A hardened surface pedestrian path exists that runs through the park along the southern property line. This path is proposed to remain to encourage pedestrian connectivity. ln the southwest corner of the property, adjacent to Military Road, there are multiple above-grade Puget Sound Energy (PSE) easements and infrastructure cabinets, which also will remain. lt is assumed thot the proposed reservoir witt be constructed at this locotion. The Scope of Services does not include any reservoir siting ond/or any additional permitting tasks that could be necessary if the location of the proposed reservoir is moved. This Scope of Services includes the following items: 1'. Project permitting, including construction-related permits required to build the reservoir and accessory buildings. 2. Complete bid-ready construction contract documents, plans, specifications, and construction cost estimates. 3. Analysis of bid results within one (1) week of bid opening. This Scope of Services does not include hydraulic modeling, tank size and selection, or preliminary efforts to obtain Washington State Department of Health (DOH) project approval. A separate scope (Schedule A) will be executed for these portions of the project. 1. Z:\NewBusiness\Proposal\KEN\20190814-KEN-M190126 west Hill Reservo¡r lnterv¡ew\00 contract\PsA-SOw-KEN west Hiil Reservoir.docx70/77/2079 10:25:03 AM 4.I.a Packet Pg. 476 Attachment: RH2 - West Hill Reservoir (2135 : Consultant Services Agreement with RH2 Engineering, Inc. for West Hill Reservoir – Authorize) City of Kent Schedule B - West Hill Reservoir Design Exhibit A Scope of Services This Scope of Services does not include survey or geotechnical engineering. The City will conduct a full topographic survey, and the City has contracted with GeoEngineers, lnc., for the geotechnical engineering work. The City will provide RH2 Engineering, lnc., (RH2) with the survey AutoCAD drawing and geotechnical report upon completion' A Conditional Use Permit (CUP) for the project at the above-mentioned location has been approved but is currently on hold pending City Council approval of transferring the park property to Public Works. Therefore, this Scope of Services does not include permitting efforts for a CUP. Stormwater runoff will be collected and treated onsite with a stormwater system designed in accordance with the 2017 City of Kent Surface Water Design Monual. The project will be divided into three main phases as follows: ¡ Phase 2 - Design Services o Phase 3 - Construction Support Services o Phase 4 - Supplemental Services Task 1- Project Management Objective: Manage Rll2's project team and maintain frequent client communications, including phone calls, emails, and progress meetings. Maintain project schedules and track compliance with federal, state, and local requirements for the plans and specifications throughout the duration of the contract. Approach: L.1, Provide direction, coordination, and oversight to the RH2 project team. Organize, manage, and coordinate technical disciplines as described herein, and implement quality assurance and quality control (aA/aC) processes to execute this Scope of Services in close coordination with City staff. t.2 Document and retain information generated during the execution of the project. 1-.3 Prepare monthly invoices and budget status summaries. 'J".4 Prepare for and attend coordination meetings with City staff, as requested. Prepare meeting agendas and minute s. A total of five (5) coordination meetings ore assumed in the Fee Estimate in addition to the other milestone ønd review meetings identified elsewhere in this Scope of Services. i..5 Create, maintain, and update a project schedule. Monitor, modify, and update the project schedule throughout the design phase to determine potent¡al impacts of proposed changes' Adjust the schedule to reflect the status of the project and revisions made to this Scope of Services. 2 Z:\NewBus¡ness\proposal\KEN\20190814_KEN_M190126_West Hill Reservoir Interv¡ew\00 Contract\PSA-SOW-KEN-West Hill Reseryoìr.docx!o/t1 /19 10:25 AM 4.I.a Packet Pg. 477 Attachment: RH2 - West Hill Reservoir (2135 : Consultant Services Agreement with RH2 Engineering, Inc. for West Hill Reservoir – Authorize) City of Kent Schedule B - West Hill Reservoir Design Exhibit A Scope of Services Provided by the City: ¡ Monthly invoice template and/or preferences specified for RH2's project manager. RH2 Deliverables: o Electronic copies of meeting agendas and minutes (PDF). ¡ Electronic invoices submitted each month (PDF). o Electronic project schedule submitted each month (PDF). Phase 2 - Design Services Task 2 - Preliminary Design (30-Percent) Objective: Prepare preliminary reservoir construction plans and a construction cost estimate for review by the City. Prepare preliminary on-site and off-site design elements, including the sidewalk and driveway construction, on-site utilities, and stormwater system. Approach: 2.L Review and format topographical site survey and investigate the site to document existing conditions. Review other information provided by the City. 2.2 Summarize criteria, standards, guidance, and/or codes governing the design. Develop a checklist for presenting design choices to the City. Maintain the checklist during design and submit to the City when revisions are made. Establish structural design criteria using geology and location to identify seismic design parameters per U.S. Geological Survey (USGS) data, and to design snow and wind loads, soil loads, live loads, unbalanced load criteria, and load combinations. Attend one (1-) design kickoff meeting to present criteria and checklist to the City. 2.3 Prepare cover sheet, existing site plan, demolition plan, and erosion and sediment control (ESC) plan. 2.4 Prepare preliminary construction and finished grading plans and details. 2.5 Prepare preliminary site and utility plans and details. Profile views will be generated to check for conflicts with known utilities. Establish planting zones and areas with special planting considerations, such as screening. Site improvements include a barbed wire fence along the property line around the entire parcel, on-site access roads, and gates at the entrance to the site. 2.6 Prepare preliminary stormwater collection system and connection to on-site system or separate off-site system. 2.7 Prepare preliminary reservoir plan and elevation views to illustrate the reservoir shape, size, elevations, and geometry, and to show the location of the proposed reservoir and its appurtenances. 3 Z:\NewBus¡ness\Proposal\KEN\20190814-KEN-M190126-West Hill ReservoÌr lntervìew\OO Contract\PSA-SOW-(EN West Hill Reservo¡r.docxto/77/I9 70125 AM 4.I.a Packet Pg. 478 Attachment: RH2 - West Hill Reservoir (2135 : Consultant Services Agreement with RH2 Engineering, Inc. for West Hill Reservoir – Authorize) City of Kent Schedule B - West Hill Reservoir Design Exhibit A Scope of Services 2.8 Prepare preliminary control structure and emergency generator (EG) shelter plan and elevation views to illustrate the structure and shelter shape, size, elevations, and geometry, and to show the location of the proposed combination structure and its appurtenances. 2.9 Prepare preliminary mechanical plans detailing the reservoir piping, mechanical components, and mixing system. 2.L0 Prepare preliminary design of main reservoir structural elements. Determine the general configuration of the tank walls and floor, foundation, roof shape, and support system. Prepare schematic structural drawings of the tank structure, including reservoir elevations, foundation and floor plans, and roof plan. Develop schematic structural details of the tank structure to convey the City's preferences, including accessory/appurtenance preferences. 2.1-1- Prepare preliminary design of the EG and electrical/control components. ldentify electrical, control, and monitoring features and appurtenances for the proposed water reservoir for review and discussion with the City. Provide a list of features and appurtenancesthat would be typical for water reservoirs. 2.L2 Prepare a preliminary outline for the technical specifications Table of Contents using the City's standard format. 2.13 Prepare a 3O-percent design-level probable construction cost estimate. 2.1.4 Perform in-house QA/QC review of the preliminary design. 2.L5 Prepare for and attend a 30-percent review meeting with the City. Prepare and distribute meet¡ng minutes. Assumptions: ¡ RH2 witt rety on the occuracy and completeness of information, dota, and materiols generoted or produced by the City or others in relation to this Scope of Services' o tt ís anticipated that the tasks in Schedule A will be completed prior to the 60-percent submittal. ¡ Structural design wíll conform to the more stringent requirements between the 2075 and 2078 lnternational Building Code (lBC). o Supervisory control and doto acquisition (SCADA) programming and integration work will be performed by the City's programmer (Systems tnterface) during the construction phase of the project. Coordinotion with the City's programmer during oll phases of design is included in this Scope of Services. o Specifications will not be provided os part of this Task, only the preliminøry Table of Contents. The design criteria developed during preliminary design will be expanded based on the City's preferences established as port of proiect preliminory design. o Frontage improvements design meetings will be concurrent with the reservoir design meetings. 4 Z:\NewBusiness\Proposal\KEN\20190814-KEN-M 190126_West Hi I I Reservo¡r I nterv¡ew\00 Contract\PSA-SOW-KEN-West H¡ll Reservoir.docx70/77h9rît25 AM 4.I.a Packet Pg. 479 Attachment: RH2 - West Hill Reservoir (2135 : Consultant Services Agreement with RH2 Engineering, Inc. for West Hill Reservoir – Authorize) City of Kent Schedule B - West Hill Reservoir Design Exhibit A Scope of Services o Frontage improvements are required ølong the west side of the project parcels only (project side). Provided by the City: o Geotechnical information (provided by third party). ¡ Site topographic survey. o Meeting space and attendance at project kickoff and 30-percent review meetings. o Table of Contents for City's standard specifications. ¡ Review comments on 30-percent design plans. RH2 Deliverables: ¡ Electronic copy of design criteria checklist (PDF). o Electronic copies of preliminary and final meeting minutes for kickoff meeting (PDF). ¡ One (1) electronic (PDF) copy of the Table of Contents for specifications. o Electronic copy of list of features and appurtenances that would be typical for water reservoirs. ¡ Electronic copies of preliminary and final meeting minutes for 3O-percent design review meetings (PDF). r Electronic copy of 30-percent construction cost estimate (PDF). ¡ One (L) electronic (PDF) copy of 30-percent reservoir design plans. Task 3 - Permitting Assistance Objective: Prepare development permits. Provide draft permit applications to the City's project team for review and finalization. Coordinate permit submittals with City staff. Approach: 3.L Using plans developed in Task 2, contact the City's Permit Center, and staff at the City's Departments of Economic and Community Development, Development Engineering, Building Services, and Fire Prevention to review the project components and confirm anticipated permits, requíred forms, processes, and review timelines. 3.2 Prepare a Civil Construction Permit. Provide draft permit application to City staff for review and finalize. Provide final Civil Construction Permit application and supporting plans, studies, etc. to City staff for permit submittal. All civil work related to the site will be covered under the Civil Construction Permit. 3.3 Prepare a Commercial Building Permit application. Provide draft permit application to City staff for review and finalize. Provide final Building Permit application and supporting plans, studies, etc. to City staff for permit submittal at bid-ready plan completion, which will likely require 5 Z:\NewBusiness\Proposal\KEN\20190814_KEN-M190126-West Hill Reservoìr lnterview\OO Contract\PSA-SOW-KEN,West Hill Reservoir,docx71/r7/r9 r1t25 AM 4.I.a Packet Pg. 480 Attachment: RH2 - West Hill Reservoir (2135 : Consultant Services Agreement with RH2 Engineering, Inc. for West Hill Reservoir – Authorize) City of Kent Schedule B - West Hill Reservoir Design Exhibit A Scope of Services some modification in order to obtain permit approval. Respond to City review comments and/or questions. Complete one (L) round of edits to address City review comments and resubmit. As the level of effort involved in a potential resubmittal is difficult to ascertain at this time, RH2 høs included up to forty (40) hours of staff time. RH2 will only expend the effort needed to address City review comments and resubmit for approval. lf additional effort is needed, RH2 will review with the City ond provide an amendment, if needed. 3.4 Prepare Fire Permit application and provide draft to City staff prior to finalization. Provide final Fire Permit application and supporting plans, studies, etc. for submittal to and review by the Puget Sound Regional Fire Authority on behalf of the City. 3.5 Prepare construction documents for DOH review based on 9O-percent review plans and technical specifications as required by WAC 246-290-120. Respond to DOH comments received from the preliminary project report submitted under the Schedule A Scope of Services and prepare updated Project Report for submittal. Provide one (1") resubmittal of documents to DOH if required. Assumptions: o The City will pay all permit fees and submit local permit opplications for the project. o Atl permit submittals øre anticipated to be completed in-person at the City's Permit Center Counter, with both paper pløn and document submittals, and electronic copies provided on USB thumb drive. o The City acknowledges that the permit review process timeline may vary and RH2 connot guorantee a date for ogency response and approval. o A pre-application meeting will not be required for this project. c State Environmentol Policy Act (SEPA) has been completed by the City through the CUP process. This Scope of Services does not include additional effort for either permit proces, os they are considered substantiolly complete. o The Civil Construction Permit will cover proposed site development activities (e.9., grading, stormwoter droinoge, temporary erosion and sediment control (TESC), londscaping, fencing, etc.), street frontage and right-of-way work, troffic control, etc. o The Commercial Building Permit will facilitote City review of all improvements associated with the West Hill Reservoir project, including tank and occessory building plans review. Permit submittal will occur following bid-ready design and utilizing stamped design plans for review/approval by the City. o Preparation of structural calculations (to be ottached to the Commercial Building Permit application) is included as part of 60-percent design in Task 5. Similarly, preparotion of stormwoter compliance documents is included in Task 4. 6 Zi\New Bus¡ness\Proposal\KEN\20190814_KEN_M 1901 26_West HÌl I Rese rvoir I nterv¡ew\00 Contract\PSA-SOW-KEN-West Hill Reservo¡r.docx70/77/79 r}t25 AM 4.I.a Packet Pg. 481 Attachment: RH2 - West Hill Reservoir (2135 : Consultant Services Agreement with RH2 Engineering, Inc. for West Hill Reservoir – Authorize) City of Kent Schedule B - West Hill Reservoir Design Exhibit A Scope of Services o The project site ¡s less than one (7) acre of lond ønd will not require a National Pollutont Discharge Eliminotion System (NPDES) Construction Stormwoter General Permit (CSGP) from Ecology. o The preliminary Project Report will be prepared under the West Hill Reservoir and Booster Pump Station (BPS) Predesign phase (Schedule A Scope of Services). Provided by the City: o Public and neighborhood coordination, as needed. . Payment of all permit fees. r Review and comment on permit applications, as desired/needed. ¡ Submittal of local permit applications utilizing information provided by RH2. RH2 Deliverables: o Three (3) hard copies for permit submittals: two (2) hard copies for the City; and one (1) hard copy for the RH2 library for each permit application. One (1) electronic copy (PDF) of each application package. o One (1) electronic copy (PDF) and two (2) hard copies of the construction documents submitted to DOH for approval. Task 4 - Stormwater Engineering and Drainage Plan Objective: Conduct stormwater analyses and prepare documentation for compliance with the City storm drainage requirements. Currently, the City has its own 2OI7 Surfoce Woter Design Manuol (SWDM). The project may be in a wellhead protection area where enhanced treatment for stormwater will be required. Prepare stormwater design improvements for integrating the stormwater system with the overflow requirements for the reservoir. Approach: 4.1. Develop Site lmprovement Plans required for drainage review. Design an on-site and off-site stormwater management system to convey, retain/detain, disperse, and retain/release stormwater runoff. This system will include conveyance and flow control Best Management Practices (BMPs) as required by the SWDM. 4.2 Perform downstream analysis for draining the water from the reservoir and identify downstream improvements needed to accommodate the drain water from the reservoir. /t ls assumed that the de-chlorination will occur at the reservoir site before the droin water leaves the reservoir property. 4.3 Prepare a Technical lnformation Report (TlR). Submit to the City for comment and finalize as needed. 7 Z:\NewBusiness\Proposal\KEN\20190814_KEN_M190126-West Hill Reservoir lnterview\00 ContraCI\PSA-SOW-KEN West Hill Reseruoir.docx10/77/79 70t25 AM 4.I.a Packet Pg. 482 Attachment: RH2 - West Hill Reservoir (2135 : Consultant Services Agreement with RH2 Engineering, Inc. for West Hill Reservoir – Authorize) City of Kent Schedule B - West Hill Reservoir Design Exhibit A Scope of Services 4.4 Perform and document a qualitative off-site analysis for potential off-site impacts of stormwater discharge. lt is anticipated that an off-site quantitative analyses and/or mitigation will be required after performing the qualitative off-site analysis. 4.5 Submit preliminary copies of the TIR and Site lmprovement Plans for review by the City. Prepare revisions to the TIR and Site lmprovement Plans based on the City's review. Prepare the final TIR and Site lmprovement Plans for delivery to the City for permit submittal. Assumptions: o There will be |ess than one (1) acre of ground dísturbance; thereÍore, o Construction Stormwater permit will not be necessary from the Washington State Department of Ecology (Ecology). o Stormwater runoff would be collected and treated onsite with a stormwater system designed ìn occordance with the 2077 City of Kent SWDM. o lt is onticipoted that the proposed project will exceed the thresholds identífied in the City's SWDM for triggering conformonce with Core Requirements Nos. I through 9 and Special Requirement Nos. L through 5. o The project will exceed the thresholds for requiring flow control, thereby creating the need to develop a flow control facility for stormwoter discharges in accordonce with the SWDM. o The proposed project may discharge directly or indirectly to a wetland. t Both stormwater and overflow wøter will be discharged to the on-site storm system. RH2 Deliverables: ¡ One (1-) electronic copy (PDF) each of the preliminary and final TIR and Site lmprovement Plans. o One (1) hard copy of the final TIR and Site lmprovement Plans for permit submittal as part of the 90-percent plans, specifications, and estimate submittal. Task 5 - 60-Percent Des¡gn Objective: Prepare 60-percent reservoir construction plans and an updated engineer's estimate of probable construction cost for review. Technical specifications will be provided with this submittal. The 60-percent plans shall include approximately 90 percent of all construction plan sheets. Approach: 5.1 Prepare structural calculations for the reservoir, including lateral analysis, roof, shell, and reservoir foundation. Prepare structural calculations for the control structure and generator shelter. Provide QA/QC review of structural calculations. Make recommended updates and additions to calculations per in-house review comments. Prepare and format calculations, with supporting documentation, for the Commercial Building Permit application. 8 Z:\NewBusiness\Proposa l\KEN\20190814_KEN_M 190126_West H¡l I Rese rvoir I nterv¡ew\00 Contract\PSA-SOW-KEN-West Hìll Reseruoir, docxr0lrl/7970125 AM 4.I.a Packet Pg. 483 Attachment: RH2 - West Hill Reservoir (2135 : Consultant Services Agreement with RH2 Engineering, Inc. for West Hill Reservoir – Authorize) City of Kent Schedule B - West Hill Reservoir Design Exhibit A Scope of Services 5.2 Develop the construction phasing plan. Prepare an estimated construction time schedule. lnclude line items for long lead time materials and equipment. 5.3 Update engineer's estimate of probable construction cost. ltems in the cost estimate will be reviewed with the City prior to submittal. 5.4 Prepare site and utility plansto showthe major utilityappurtenances, such as isolation valves, manholes, catch basins, and light poles. Landscaping plans will show the layout of specific plant material with a suggested plant palette for the City's permitting process review. Site irrigation will be designed by the controctor. RH2 will prepare performance specificøtions outlining the irrigation requirements for the site irrigation. 5.5 Prepare downstream stormwater improvements to accommodate reservoir drain water. Ihrs subtask will not be necessary if the ønalysis in subtask 4.2 determines no improvements ore needed. 5.6 Prepare frontage improvement design plans as follows: o Prepare design plans for frontage improvements to include sidewalk, curb, and gutter, driveway approach, planting strip, landscaping, crosswalk, American with Disabilities Act (ADA) ramps, and if necessary, stormwater conveyance. lt is ossumed that the frontage improvements will need to comply with City Standard Street Design. o Prepare one (1) plan and profile sheet for the roadway and stormwater improvements at 1- inch equals 20 feet plan scale and l-inch equals 5 feet vertical profile scale. r Prepare one (1) plan and profile sheet for utility designs, including storm drainage. o Prepare up to two (2) detail sheets required to support construction of the roadway improvements. Design details will include roadway sections, and stormwater and driveway approaches. Washington Støte Department of Transportation (WSDOT) standard plans and City standard plans will be utilized when possible. o Prepare private utility readjustment/conflict plan. /t is anticipated that the gas, electric, and communication conduits may need to be relocated as a result of roadwork. Private ut¡l¡t¡es will be responsible for moving their utilities to the easement during construction. 5.7 Prepare a detailed design of the reservoir foundation, shells, and roof. Prepare a detailed design of the control structure and emergency generator shelter foundation, walls, and roof. Develop plans showing the geometry, floor shell connection, roof columns and rafters, and reinforcing steel. 5.8 Prepare details for the configuration of the reservoir piping and mechanical components, and size the piping systems for the reservoir inlet, outlet, overflow, drain, and the foundation under the drain. Plans will include equípment selection, pipe sizes and materials, thrust restraint, vault sizing, selection, and drainage. 9 Zr\NewBusiness\Proposal\KEN\20190814_KEN-M190126-West Hill Reservo¡r lnterview\00 ContrãCI\PSA-SOW-KEN West H¡ll Reservoir.docx7O/I7h9 70125 AM 4.I.a Packet Pg. 484 Attachment: RH2 - West Hill Reservoir (2135 : Consultant Services Agreement with RH2 Engineering, Inc. for West Hill Reservoir – Authorize) City of Kent Schedule B - West Hill Reservoir Design Exhibit A Scope of Services 5.9 Prepare plans that show reservoir appurtenances, including access hatches, vents, exterior and interior ladders or stairs, exterior roof access, roof platform, and safety cages, as requested or required. 5.10 Prepare electrical design, including the following: ¡ Develop design of electrical systems for operating appurtenances at the reservoir. Work is to include designing the lighting system, sizing raceways and conductors, and preparing design details. ¡ Prepare process and instrumentation diagrams and telemetry plans. o Perform generator load and sizing calculations based on the expected electrical load at the facility to determine generator sizing for the facility. Determine generator sizing calculations with manufacturer sizing software. Coordinate with the City's preferred generator manufacturer (Cummins) to determine the physical size of the generator and automatic transfer switch, to obtain equipment pricing information, and to develop a custom sub-base triple-walled fuel tank design for the generator. Provide calculations to the City as part of the 60-percent design review. o Coordinate the electrical service improvements with PSE to determine the required electrical service and utility modifications. /t rs assumed thot the City willtoke the leod on handling the process of converting the existing overhead power into underground power across the site on the east property line. r Prepare an electrical site plan identifying the location of the new generator and generator structure, new electrical service conduit, site conduit rout¡ng, and site improvements that are required for the installation of the generator. ¡ Prepare generator and fuel tank installation details. The fuel tank system is to be designed as a triple-walled, sub-base fuel tank with leak alarming and required venting. The fuel tank will have a designed fuel capacity for a 3-day run period at rated load. The generator design will include conduit and wiring to a generator battery charger, generator block heater, generator interior light and receptacle, work lighting, and a 20-amp outdoor receptacle. ¡ Prepare telemetry system diagrams for the proposed telemetry system. The telemetry system diagrams will show the proposed telemetry system input and output signals and interface requirements. The generator/transfer switch will be capable of inhibiting retransfer to utility power until allowed to do so by the programmable logic controller (PLC) programming. 5.LL Develop specifications. Utilize the WSDOT Standard Specifications and City of Kent Special Provisions (KSP) for mobilization and demobilization, earthwork items, aggregate production and acceptance, bases, surface treatment and pavement, cement concrete pavement, drainage structures, storm sewers, sanitary sewers, water mains, conduits, pavement markings, signs, guardrails, monuments and cases, cement concrete sidewalks, and permanent signing. KSP shall be provided by the City to RH2 for edits and revisions as needed. All changes to the documents 10 Z:\NewBusiness\Proposal\KEN\20190814-KEN_M 1901 26_West H il I Rese ruo¡r I nterview\00 Contract\PSA-SOW-KEN-West Hi I I Reservoir.docxro/77/19 7ot2s AM 4.I.a Packet Pg. 485 Attachment: RH2 - West Hill Reservoir (2135 : Consultant Services Agreement with RH2 Engineering, Inc. for West Hill Reservoir – Authorize) City of Kent Schedule B - West Hill Reservoir Design Exhibit A Scope of Services shall be made using MS Word tracked changes features. Prepare technical specifications based on RH2's standard modified Construction Specifications lnstitute (CSl) . The City shatt attach the technical specifications to the City's front-end bidding documents and prepore the overall specificotion package. Prepare the specifications portion of the bid package and review the City-provided documents for potential conflict(s) with the technical specifications. Provide the City with comments and suggestions for resolving conflicts between the two documents. 5.12 Provide in-house QA/qC review of 60-percent plans, cost estimate, and technical specifications. 5.1-3 Prepare for and attend one (1-) 60-percent review meeting with the City. Provide responses to the City's 30-percent review comments. Prepare and distribute meeting minutes. Provided by the City: o WSDOT Amendments, City of Kent Special Provisions, and front-end documents. ¡ MeetinB space and attendance at 60-percent design review meeting. o Review comments on 60-percent design plans and technical specifications. RH2 Deliverables: o Structural calculations for Commercial Building Permit submittal, including two (2) hard copies and one (1) electronic copy (PDF). o Two (2) electronic copies (PDF and MS Project) of the estimated project construction time sched ule. ¡ One (1-) electronic version (PDF) of the 60-percent construction cost estimate. o One (1-) electronic version (PDF) of the 60-percent specifications. ¡ One (i-) electronic version (PDF) of the 60-percent construction plans. o One (1)electronic version (PDF) of the meeting minutes for 60-percent review meeting. o One (1-) electronic copy (PDF) of response to City 3O-percent review comments. Task 6 - 90-Percent Des¡gn Objective: Prepare 9O-percent reservoir and frontage improvements construction plans and an updated construction cost estimate for review by the City. The comments developed during the 60-percent review process will be addressed. lt is anticipated that the 60-percent review comments will be constrained to details that were developed subsequent to the 3O-percent review submittal, or that were revised or unresolved during the 3O-percent review process. The 90-percent plans shall include 1-00 percent of the construction plan sheets. At the end of the 9O-percent project design task, design details shall be included in the plans and specifications. Approach: 6.L lncorporate the City 60-percent review comments into the design plans. Site, frontage, structural, mechanical, and electrical plans will be revised. Preliminary details will be revised, 'J.1. Z:\NewBusiness\Proposal\KEN\20190814_KEN_M190126_West Hill Reservoir lnterv¡ew\00 Contract\PSA-SOW-KEN West H¡ll Reservoir.docx70/17/79 70t25 AM 4.I.a Packet Pg. 486 Attachment: RH2 - West Hill Reservoir (2135 : Consultant Services Agreement with RH2 Engineering, Inc. for West Hill Reservoir – Authorize) City of Kent Schedule B - West Hill Reservoir Design Exhibit A Scope of Services and outstanding minor details will be developed. At this point of the design, the submittal is to include the plans in the construction contract documents to be ready for permitting. Provide responses to City's 60-percent review comments. 6.2 Prepare 90-percent front-end specifications. Coordinate with the City regarding advertising dates and bid opening date and time. /t is assumed that the City's standord front-end documents willbe used. 6.3 Update the technical specifications to include additions and revisions per 60-percent review and comments. 6.4 Prepare 90-percent level probable construction cost estimate based on information supplied by material vendors and on similar projects adjusted for anticipated bidding conditions. 6.5 Perform 90-percent in-house aA/qC review of plans and specifications. Update the estimated construction time schedule. lnclude line items for long lead time materials and equipment. 6.6 Prepare for and attend one (1) 9O-percent review meeting with the City. Prepare and distribute meeting minutes. Provided by the City: o MeetinB space and attendance at 90-percent design review meeting' r Review comments on 90-percent design plans and specifications' RH2 Deliverables: o One (1-) electronic copy (PDF) of responses to City's 60-percent review comments. o One (L) electronic version (PDF) of the 9O-percent engineer's estimate of probable construction cost. r One (1) electronic version (PDF) of the 9O-percent front-end and technical specifications. o One (L) electronic copy (PDF) of the 90-percent construction plans. o One (L) electronic copy (PDF) of the meeting minutes for the 9O-percent review meeting. Task 7 - Off-Site Pump Station and Pressure Reducing Valve Station Modifications Objective: Prepare plans and specifications for modifications to off-site pump stations #3, #4, #6, and #7, the Totem Pressure Reducing Valve (PRV) station, and the 42nd Avenue PRV station. The extent of the modifications will be identified in the West Hill Reservoir and BPS Predesign efforts (Schedule A Scope of Services). Approach: 7.L Prepare plans for the modifications at Pump Station #3. The City will provide survey. The plans will include at a minimum one (L) civil sheet, two (2) mechanical sheets, and two (2) electrical sheets. L2 Z:\NewBusiness\Pro posa l\KEN\20190814_KEN_M 190126_West Hil I Reseruoir I nterview\00 Contract\PSA-SOW-KEN-West H¡ll Reservoir.docx1O/r7 179 70t25 AM 4.I.a Packet Pg. 487 Attachment: RH2 - West Hill Reservoir (2135 : Consultant Services Agreement with RH2 Engineering, Inc. for West Hill Reservoir – Authorize) City of Kent Schedule B - West Hill Reservoir Design Exhibit A Scope of Services 7.2 Prepare plans for the modifications at Pump Station #4. The plans will include at a minimum one (1-) mechanical sheet and two (2) electrical sheets. 7.3 Prepare plans forthe modifications at Pump Station #6. The plans will include at a minimum one (1-) mechanical sheet and two (2)electrical sheets. 7.4 Prepare plans for the modifications at Pump Station #7. The plans will include at a minimum one (1) mechanicalsheet and two (2)electricalsheets. 7.5 Prepare plans for the modifications at the Totem PRV station . The City will provide survey.The plans will include at a minimum two (2) civil sheets, and two (2) mechanical sheets. 7.6 Prepare plans for the modifications at the 42nd Avenue PRV station. The City will provide survey. The plans will include at a minimum two (2) civil sheets and two (2) mechanical sheets. Assumptions: o Pump Station #3 will require a full PRV station outside of the existing BPS building. o Pump Station #4 will require modifications to the existing control volve pilotry only. o PumP Station #6 will require modifications to the existing control volve pilotry only. o PumP Station #7 will require modifications to the existing control valve pilotry only. o The Totem PRV station will require relocation to a new vault adjacent to the existing PRV station. o The 42'd Avenue PRV station will require relocotion to a new vautt adjøcent to the existing PRV station. . lÍ more modifications to any of the above-listed sites are identified by the City as a result of the hydraulic analysis, additional authorization will be required to complete the additional tasks. Provided by the City: o Site survey for Pump Station #3, Totem PRV station , and 42nd Avenue PRV station. ¡ As-builts drawings for Pump Station #3, #4, #6, and #7, if available, and as-built drawings for the Totem PRV station and 42nd Avenue PRV station. RH2 Deliverables: o One (1-) electronic version (PDF) of the engineer's estimate of probable construction cost (to be included with the reservoir estimate for each submittal). ¡ One (1-) electronic copy (PDF) of the construction plans (to be included with the reservoir plan set for each submittal). Task 8 - Bid-Ready Documents Objective: lncorporate the comments from the 9O-percent review into the plans and specifications. It is anticipated that 9O-percent review comments will be constrained to details that were developed L3 IOl77/797Ot25AM Z:\NewBusiness\Proposãl\KEN\20190814-KEN-M190126_WestH¡llReservo¡rlnterview\O0Contract\PSA-SOW-KEN WestHillReservoir.docx 4.I.a Packet Pg. 488 Attachment: RH2 - West Hill Reservoir (2135 : Consultant Services Agreement with RH2 Engineering, Inc. for West Hill Reservoir – Authorize) City of Kent Schedule B - West Hill Reservoir Design Exhibit A Scope of Services subsequent to the 60-percent review submittal, or that were revised or unresolved during the 60-percent review process. A final in-house QA/QC review will be performed. By the end of this Task, the plans and specifications will be ready for reproduction for bidding purposes. Approach: 8.1 Update structural calculations with additions or revisions requested in the Building Department permit review. 8.2 lncorporate agency permit review comments and City comments into 90-percent design plans. Site and off-site roadway (including landscaping and irrigation), structural, mechanical, and electrical plans will be finalized. Preliminary details will be finalized, and outstanding minor details will be developed and finalized. Provide responses to the City's 90-percent review comments. 8.3 Address comments on the 9O-percent specifications and finalize the construction contract documents accordingly. The construction contract documents and specifications will be ready to use during bid advertisement. 8.4 Perform in-house QA/aC review of bid-ready plans, specifications, and construction contract documents. 8.5 Prepare a final engineer's estimate of probable construction cost, formatted for bidding, and provide a range of probable construction cost in bid documents for the purpose of establishing a bid bond value. RH2 Deliverables: o One (1) electronic copy (PDF) of responses to City's 9O-percent review comments. o One (1) unbound hard copy and an electronic copy (PDF and Word) of the bid-ready construction contract documents and specifications. o One (1-) unbound full-size color hard copy and an electronic copy (PDF and AutoCAD) of the bid-ready drawings. AutoCAD files will be in the lotest version of Civil 3D. ¡ One (1) electronic copy (PDF) of engineer's estimate of probable construction cost. Task 9 - Services During Bidding Objective: Assist the City during the project bidding and construction contracting phases. /t is assumed that the City will advertise the project and be the main point of contact for bidders. RH2 will refer allinterested bidders with questions to the City. RH2 will not attend the bid opening. Approach: 9.L Respond to technical questions from bidders, including questions from the pre-bid meeting, if necessary. 9.2 Prepare up to two (2) addenda, if necessary. 9.3 Perform analysis of bid results and provide City information within one (1) week of bid opening. '1.4 Z:\NewBusìness\Proposal\KEN\20190814_KEN_M190126_West Hill Reservo¡r lnterv¡ew\00 Contract\PSA-SOW-KEN-West Hill Reservo¡r.docx10/77/19 7O:2s AM 4.I.a Packet Pg. 489 Attachment: RH2 - West Hill Reservoir (2135 : Consultant Services Agreement with RH2 Engineering, Inc. for West Hill Reservoir – Authorize) City of Kent Schedule B - West Hill Reservoir Design Exhibit A Scope of Services 9.4 Review supplemental criteria of apparent low bidder, if requested. 9.5 Create electronic conformed for construction contract documents for contractors, if necessary Provided by the City: . Payment of advertisement fees. o MeetinB space and attendance at bid opening. RH2 Deliverables: ¡ Two (2) addenda (if necessary) in electronic format (PDF). r Analysis of bid results in electronic format (PDF). ¡ Electronic copies of conformed for construction contract documents, if necessary. Phase 3 - Construction Support Services Task 10 - Record Drawings Objective: Coordinate with the contractor and the City to develop a set of record construction drawings for the City. Utilize the final AutoCAD drawings to generate record construction drawings. Approach: 1-0.L Prepare record drawings by reviewing field records provided by contractor and revising the construction contract drawings. Provide the City with one (1) 24-inch by 36-inch paper set, and updated PDFs and AutoCAD files of the record construction drawings at the end of the project. RH2 Deliverables: o One (1)full-size paper set and one (1)electronic PDF of the construction record drawings. ¡ AutoCAD files for construction record drawings. AutoCAD files will be in the latest version of Civil3D. Phase 4 - Supplemental Services Task 11- Supplemental Services Objective: Provide additional services as requested by the City. Approach: LL.L Provide additional services for the project as requested and authorized by the City. RH2 shall submit a budget estimate for supplemental services as they are requested by the City. The City shall provide written authorization to proceed with the supplemental services prior to commencing work. 15 Z:\NewBusiness\Proposal\KEN\20190814-KEN_M190126_West Hill Reservoir lnterv¡ew\00 Contract\PSA-SOW-KEN_West Hill Reservoir.docx70/77h9 1Ot25 AM 4.I.a Packet Pg. 490 Attachment: RH2 - West Hill Reservoir (2135 : Consultant Services Agreement with RH2 Engineering, Inc. for West Hill Reservoir – Authorize) City of Kent Schedule B - West Hill Reservoir Design Exhibit A Scope of Services RH2 Deliverables: o Budget estimate for additional services. o Other deliverables as requested by the City under an authorization for additional services. Schedule Refer to the attached schedule (Exhibit D) for proposed start and important project dates. 16 Z:\NewBus¡ness\Proposal\KEN\20190814_KEN_M190126-Wesl Hill Reservo¡r Interview\00 Contract\PSA-SOW-KEN-West Hill Reservoir'docx70/77/19 IOt25 AM 4.I.a Packet Pg. 491 Attachment: RH2 - West Hill Reservoir (2135 : Consultant Services Agreement with RH2 Engineering, Inc. for West Hill Reservoir – Authorize) sæ1.mt24.@st0i.@EXHIBIT BCily of Kent - Schedule B - West H¡ll Reærvo¡r DesignHOUÊLY FATEcÆs$t€,ost61.@3ta5.00þ0.@gat.ø¡t75.OiÐ0.@É3t.dsl5t,@Pr¡me Consultant - RH2 Eng¡nær¡ng, lnc.L¿bor Est¡mateçæ.ú17,@5.54427Q2,1Þ2.97470þß5,1304,1004,74450s9,7862,544j,&43,1ã1,662l5 4043 6055 6881a,s5,5262,ea926,5r3,444,44314 1687,5565,æO14.4363,1466 42410.@63,244ro,245762424381884iß16áa6Ae--l;----ir-12222-------2-6216l6j26121.,*u,*, ",o,"otzt4la1224122------1-22------2-------1-2I2a12a6Iaa162412216t624a162626261081210$1026E¡âm.Ëlem,10323543525.659513654.I.aPacket Pg. 492Attachment: RH2 - West Hill Reservoir (2135 : Consultant Services Agreement with RH2 Engineering, Inc. EXHIBIT BC¡ty of Kent - Schedule B - Wst H¡ll Reærvoir Des¡gnPf¡me Consultant - RH2 Eng¡nær¡ng, lnc.tåbor EstimaleHOUFLY MTEcÆ¡16.O¡ta5,mw.ú¡td,o$t61.OBl.øf 7sow.6sl.æ91.úw.d¡ioi.&&mln üø.o72Þojæl ErytFs g æ,812.sTobl øn¡nd ¡ 69,9€.$ffiffiw--=-mñøEffiffiEqlFrlnffiFmmffiffiffiffiEææFffiiffiffiilÊE!4nm*:BtrqßÉEHMrq+*lnßslmlMcltElfãtErqmìrilFÊTgr¡çq_-1-;--ffiffiIffiffi2ffimffi16ffiF¡ffiIffi8ffi¡ñrffiæffi16ffimmffi¡-;-ffiWEryllHffiS!.f EqturffiffiãffiEF-------.iã-i. GnbÌd f.r G.sùù.ù¡ Dæuñênbffiffiil Sárviæ3 æ R€ôu6bd h hê C¡toSuÞElM.tu.4.I.aPacket Pg. 493Attachment: RH2 - West Hill Reservoir (2135 : Consultant Services Agreement with RH2 Engineering, Inc. F¡rm Name: Gity of Kent Schedule B - West Hill Reservoir Design Cost Summary RH2 Eng¡neer¡ng, lnc. Role Engineer Stalf Engineer ProJect Engineer Project Engineer Project Manager Project Manager Pr¡ncipal Director Director Administrative Adm¡nistrat¡ve Administrative Administrative Administrâtive Staff x Cost 94,424.00 63,756.00 33,425.00 73,260.00 67,400.00 85,239.00 10,320.00 1 1 ,312.00 Profêssional ll Professional ll Professional lll Profèssional lll Professional lV Professional lV Professìonal V Professional V Professional Vl Professional Vl Prolessional Vll Prolessional Vll Professional Vlll Professional Vlll Professional lX Professional lX Administrative I Administrative I Adminislrative ll Administrative ll Administrative lll Adminislralive lll Administrative lV Administrative lV Admin¡strative V Administrat¡ve V 396 '191 396 337 0 369 0 0 0 '112 0 161 .00 175.00 185.00 200.00 213.00 231.00 240.00 240.00 72.00 84.00 101 .00 1 19.00 137.00 $ $ $ $ $ $ $ ü $ $ $ $ $0 Total Hours 2482 Total Direct Labor $ 439,136.00 D¡rêct Costs Mileagê CAD/GlS System CAD Plols Half-Size CAD Plots Full-Size Photocopies (bw) 8.5"x 11" Photocop¡es (color) 8.5" x 1 '1" Photocopies (color) 1 1" x 17" 1370 $ 600 Each 0.58 Number Miles Each Each Ëach Each $794.60 $ 16,500.00 $ 865.00 s 1,850.00 $ 207.90 $ 135.00 $ 460.00 $27.s0 Each Each 346 185 2.50 10.00 231 0 150 230 0.09 0.90 2.00 $ $ $ $ $ Direct Non-SalaryCosts Total $ 20,812,50 Prime Subtotal $ 459,948.50 Subconsultant Expenses Total Subconsultant Expense TOTAL PROJECT COST $ Total Rounded $ 459,9¡18.50 4.I.a Packet Pg. 494 Attachment: RH2 - West Hill Reservoir (2135 : Consultant Services Agreement with RH2 Engineering, Inc. for West Hill Reservoir – Authorize) Exhibit C Consultant Fee Determination - Summary Sheet 2019 SCHEDULE OF RATES AND CHARGES Subconsultant: RH2 ENGINEERING, INC Staff Classification Negot¡ated Hourly Rate Overhead MultlDl¡ef Fee Multiplier Negotiated Rate Per Hour t66.0096 t2.oo% Professional I s 49.68 82.47 15.86 s 148.00 Professional ll s4.04 s 89.77 s !7.25 161.00 Professional lll s 5a.74 s 97.s!74.75 s 175.00 Professional lV s 62.10 s 103.08 s t9.82 s 18s.00 Professional V s 67.13 s 7tr.44 s 2r.43 s 200.00 Professional Vl s 7L.50 118.69 s 22.82 s 213.00 Professional Vll 77.54 s 724.72 s 24.7s 231.00 Professional Vlll s 80.56 s 133.73 2s.72 5 240.00 Professional lX s 80.s6 !33.73 s 25.72 s 240.00 Control Specialist I s 44.98 s 74.67 s t4.36 s 134.00 Control Special¡st ll s 48.67 s 80.80 s 15.54 s 145.00 Control Specialist lll s 53.04 s 88.04 s 16.93 s 158.00 Control Specialist lV s s6.73 s 94.17 18.11 s 169.00 Control Specialist V s 60.42 s 100.30 s t9.29 s 180.00 Control Specialist Vl s 64.45 s 106.98 s 20.57 s 192.00 Control Sfrecialist Vll $69.82 115.90 s 22.29 s 208,00 Control Spec¡alist Vlll 73.78 s 721.47 s 23.36 s 218.00 fechnician I s 36.92 s 67.29 Lt.79 s 110.00 Iechnician ll s 39.94 s 66.31 s t2.75 s 119.00 Iechnician lll s 45.99 s 76.34 14.68 s 137.00 Iechnician lV s 49.01 81.3s s 15.64 5 146.00 Iechnician V s 53.7t s 89.15 s 71.14 s 160.00 Iechnician Vl s 58.74 s 97.5L 78.75 s 175.00 Iechnician Vll s 63.78 s 105.87 s 20.36 s 190.00 Technician Vlll s 67.L3 s tLL.44 2L.43 s 200.00 Administrative I s 24.t7 40.72 s 7.71 s 72.OO Administrative ll s 28.20 s 46.81 s 9.00 s 84.00 Administrative lll s 33.90 s 56.28 70.82 s 101.00 Administrative lV s 39.94 s 66.31 s t2.75 s 119.00 Administratíve V s 45.99 5 76.34 s 14.68 s 137.00 ln-House Copies ln-House copies ln-House Copies ln-House copies ln-House Copies ln-House Copies CAD Plots CAD Plots CAD Plots CAD System GlS System Mileage B/W - 8.5x11 B/1Â/ - 8.5x14 B/W - 11x17 Color - 8.5x11 Color - 8.5x14 Color - 11x17 Large Full Half Per Hour Per Hour s 0.09 s 0.14 s 0.20s o.sos 1.20 s 2.oo s 2s.00 s 10.00 s 2.s0s 27,s0 s 27.s0 Current IRS Rate Subconsultants will be billed at cost plus 15%. Outside direct costs for permit fees, reports, maps, data, reprographics, couriers, postage, and non- mileage related travel expenses that are necessary for the execution of the proiect and are not specifically identified elsewhere in the contract will be billed at cost. 4.I.a Packet Pg. 495 Attachment: RH2 - West Hill Reservoir (2135 : Consultant Services Agreement with RH2 Engineering, Inc. for West Hill Reservoir – Authorize) EXHIBIT DClry ot &¡l*dul. B -W.r H¡ll Fræmh bdgnPÌd.d ghdubb.hmrdiúñedmú@@dbkM.tulúrdiioLrtuú4 Eùoi0 F)Pq',Ê¿hqd4 Èù.dMkÊro'. tunhq et d uÈq Þb. &d ùù3@sÞ.ldÊddbdP'd.6¡1e.dþ.'dIE!,1 EfEn Frd&ùrùqdPqu&cúrdE6@.Êøewraúd¡le¡r4Þ6tury. tñq. hryrd Þ. ø P !ÞÈ'N'F'3dI&ùUøHEhr@s'¡ FB|urdú3d@ ùñú¿d àd*¡,futuftú¡43rcaùi4rùr¡rMq.ti-b¡ rr e aüÉ m,Þ.ùd odr tu* ù¡h¡l4.I.aPacket Pg. 496Attachment: RH2 - West Hill Reservoir (2135 : Consultant Services Agreement with RH2 Engineering, Inc. EXHIBIT E INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Consultant 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 Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant 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 City shall be named as an insured under the Consultant’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. 4. Professional Liability insurance appropriate to the Consultant’s profession. B. Minimum Amounts of Insurance Consultant 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 $2,000,000 each occurrence, $2,000,000 general aggregate and a $1,000,000 products-completed operations aggregate limit. 4.I.a Packet Pg. 497 Attachment: RH2 - West Hill Reservoir (2135 : Consultant Services Agreement with RH2 Engineering, Inc. for West Hill Reservoir – Authorize) EXHIBIT E (Continued) 3. Professional Liability insurance shall be written with limits no less than $2,000,000 per claim and $2,000,000 policy aggregate limit. 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 Consultant’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 Consultant’s insurance and shall not contribute with it. 2. The Consultant’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 Consultant 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 Consultant’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 Consultant 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 Consultant 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 Consultant. 4.I.a Packet Pg. 498 Attachment: RH2 - West Hill Reservoir (2135 : Consultant Services Agreement with RH2 Engineering, Inc. for West Hill Reservoir – Authorize) FINANCE DEPARTMENT Paula Painter, Finance Director 220 Fourth Avenue South Kent, WA 98032 253-856-5264 DATE: December 17, 2019 TO: Kent City Council - Committee of the Whole SUBJECT: INFO ONLY: Third Quarter Investment Report SUMMARY: Joe Bartlemay, Senior Financial Analyst, will report out the Third Quarter 2019 Investment Report. SUPPORTS STRATEGIC PLAN GOAL: Sustainable Services ATTACHMENTS: 1. Third Quarter 2019 Investment Reports (PDF) 4.J Packet Pg. 499 CITY OF KENT INVESTMENT PORTFOLIO September 30, 2019 Market ValuePurchase Investment Date f nvestment Descriotion Yield Maturitv 913l¡t2l¡19 Tota¡ 09l30lL9 09/30lL9 09l30lLe Cash - US Bank WA State LGIP PFM Manaqed Portfolio 2.250o/o 2.t95o/o 2.45oo/o Overnight Overnight 1012 Davs t4,83I,637 85,153,37s 121.510.O50 t4,83L,637 85,153,375 119-188-524 Kent Portfolio r Cash ¡ WA State LGIP r U,S, Treasuries rSupra National Bonds r Municipal Bonds I Gov't. Agencies rCorporate Notes I commercial Paper . Bank Notes PFM initiated 9 investment trades in the 3rd quarter of 2019. The PFM managed portfolio held 103 investments at09/30/20L9. The City is currently carrying greater than adequate liquidity in the cash and investment portfolio Portfolio allocations at09/30/2019 were in compliance with the City's investment policy. Q3-2019 investment interest revenue: 91,596,701,15. YTD -2019 investment interest revenue: 94,L30,477.20. 4.J.a Packet Pg. 500 Attachment: Third Quarter 2019 Investment Reports (2129 : INFO ONLY: Third Quarter Investment Report) CITY OF KENTCASH AND INVESTMENTS BY TYPEQUARTER ENDING BALANCES2018 Q3-Q4 AND 2019 Q1-Q3250,000,000200,000,000150,000,000100,000,00050,000,000----------a---r--- Total C&lr::ar Qfts¡ lnvestments--+- LG|P¡*CaShkx.------{F----.--Cl-it---o¡-t<3rd Quarter 20184th Quarter 2018l st Quarter 201 92nd Quarter20193rd Quarter 20194.J.aPacket Pg. 501Attachment: Third Quarter 2019 Investment Reports (2129 : INFO ONLY: Third Quarter Investment Report) CASH AND INVESTMENTSMONTH ENDING BALANCES2017t2018t2019250,000,000200,000,000150,000,000100,000,00050,000,000-'o'"o+2019----+- 2018------ 2017-\-(}--y--a--'-{.--j"'+---j--4----.---+-€---a---*--G---..--/4j-.--4"44---J---'+,¿æ--+'-tsYo--.JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC4.J.aPacket Pg. 502Attachment: Third Quarter 2019 Investment Reports (2129 : INFO ONLY: Third Quarter Investment Report) Quarterly Interest EarningsQ3, 2018 - Q3, 2O1g1,600,0001,400,000L,38L,9421,200,000t,o77,o93L,073,8271,000,000800,000600,000400,000200,000Q3 2018Q4 2018Ql2019Q220L9Q3 2019I General Fund r Other Funds214,759186,055lq? 7?çI4.J.aPacket Pg. 503Attachment: Third Quarter 2019 Investment Reports (2129 : INFO ONLY: Third Quarter Investment Report) Total Cash and Investments By Fund September 3O, z0tg 1 000 1 100 1200 1 300 1400 1 500 1 600 1 800 I 900 1950 2200 2500 31 00 3200 3300 3400 3500 4100 4300 4400 4700 4800 51 00 5200 5400 5600 5900 6200 6400 6500 6600 6700 6800 7100 General Fund Street Fund PS Retiree Healthcare Fund Lodging Tax Fund Youth/Teen Fund Capital Resources Fund Criminal Justice Fund Housing & Comm Dev Fund Other Operating Projects Fund Kent Events Center Operating Fund Non-Voted Debt Service Fund Spec Assess Debt Service Fund Street Capital Projects Fund Parks Capital Projects Fund Other Capital Projects Fund Technology Capital Projects Fund Facilities Capital Projects Fund Water Fund Sewer Fund Drainage Fund Solid Waste Fund Golf Fund Fleet Service Fund Central Services Fund Facilities Management Fund Insurance Fund Deferred Compensation Fund Firefighters Pension Fund Deferred Comp Fund Payroll Clearing Fund Subsystem Clearing Fund Utility Clearing Fund Agency Clearing Fund Special Events Center-PFD Total: 30,907,358 6,467,036 1,743,567 178,467 706,625 24,035,419 6,813,727 (348,190) 695,737 1,959,220 1,421,991 771,691 8,254,448 13,386,839 1,511,600 5,290,702 34,361 40,733,668 10,783,51 1 26,168,938 603,909 4,011,636 6,570,744 3,988,443 5,666,702 11,309,736 94,378 2,255,699 (1,684) 67,820 (9,223) 678,054 1,752,935 667,688 219,173,536 4.J.a Packet Pg. 504 Attachment: Third Quarter 2019 Investment Reports (2129 : INFO ONLY: Third Quarter Investment Report) pfmCITY OF KENT - 4882OOOODescriptionU.S. Treasury Bond / NoteSupra-National Agency Bond / NoteMunicipal Bond / NoteFederal Agency Bond / NoteCorporate NoteBank NoteManaged Account Sub-TotalAccrued InterestPortfolio Summaty and StatisticsParValue MarketValue Percent69,765,000.005,285,000.001,560,000.0013,900,000.0029,195,000.00495,000.0070,282,244.005,333,040.371,562,841.1514,087,101.3529,744,97r.09499,851.9957.844.39r.2911.5924.480.4rUS TSY Bond /57.úo/oYield to Maturity at CostYield to Maturity at MarketDuration to WorstWeighted Average Days to MaturityFor the Month Ending September 30, 2019NoteO.4lo/oNote24.48o/oFed Agy Bond /NoteLL.59o/oBond / NoteI.29o/oSupra-NationalBond / Note4.39o/o2.45o/oL760/o2.64IOL2120,200,000.00 t2t,5[op4f).95 100.00o/o607,289.54Total Portfolio120,200,000.00 t22,tt7ß39.49Unsettled Tradeso.oo0.0026.44o/o24.600/o23.760/o19.960/o5.84o/o0.00o/o0.00o/o0-6Months 6-12Months 1-2Years 2-3YearsTAccount SummarySector AllocationMaturity DistributionCharacteristicsFFM Asset Management LLC3-4Years 4-5Years Over5YearsAccount 48820000 Page 24.J.aPacket Pg. 505Attachment: Third Quarter 2019 Investment Reports (2129 : INFO ONLY: Third Quarter Investment Report) CITY OF KENTFor the Quarter Ended September 30, 2019Portfolio CompliancePortfolio GomplianceSector9130/,2019 % of PortfolioPermitted byPolicyln Compliance 6/30/2019 % of PortfotioU.S. Treasurys70,282,244 31.7o/o100o/o$67,129,902 30.10/oFederalAgencies$14,097,101 6.40/o100o/o$18,143,349 9.10/oSupranational$5,333,040 2.40/o20o/os5,327,3412.4o/oMunicipal$1,562,8410.7o/o20%$462,103 0.2%Corporate*$30,244,823 13.70/o25o/o$30,289,217 13.60/oLGIP$85,153,37538.4o/o100%$85,174,075 38.20/oBank Deposit$14,831,637 6.7%N/A$16,440,214 7.4%Total$221,495,062 100%s222,966,202 100o/oMad<et values, excluding accrued intercst. Deta¡l may not add to total due to rcunding. Cunent investment policy as of March 2017,'lncludes PNC callable bank note.øøøøøN/APFM Asset Management LLC4.J.aPacket Pg. 506Attachment: Third Quarter 2019 Investment Reports (2129 : INFO ONLY: Third Quarter Investment Report) FINANCE DEPARTMENT Paula Painter, Finance Director 220 Fourth Avenue South Kent, WA 98032 253-856-5264 DATE: December 17, 2019 TO: Kent City Council - Committee of the Whole SUBJECT: INFO ONLY: October Financial Report SUMMARY: Michelle Ferguson, Interim Financial Planning Manager, will report out the October 2019 financial report. SUPPORTS STRATEGIC PLAN GOAL: Sustainable Services ATTACHMENTS: 1. October 2019 Monthly Report (PDF) 4.K Packet Pg. 507 2019 Adj Budget 2019 YTD 2019 Est Actual Variance Favorable (Unfavorable) %Variance Favorable (Unfavorable) Revenues 107,751,580 99,038,360 115,391,781 7,640,201 7.1% Expenditures 108,620,877 79,277,767 107,812,082 808,795 0.7% Net Revenues Less Expenditures (869,297) 19,760,593 7,579,699 8,448,996 Beginning Fund Balance 23,341,440 23,341,440 Ending Fund Balance 22,472,143 30,921,139 Ending Fund Balance Detail: General Fund Reserves 22,170,933 29,431,969 20.4%27.3% Restricted for Annexation 301,210 1,489,170 Revenue Overview Expenditures Overview Required Ending Fund Balance Calculation Estimated Expenditures for 2019 (from above)107,812,082 18.0% 18% GF Ending Fund Balance 19,406,175 Through October, all departments are remaining fairly close to budget with an overall budget variance of $809 thousand or 0.7%. October 2019 Monthly Financial Report City of Kent, Washington General Fund Overview Summary Analysis through October shows an overall positive budget variance of $8.4 million. The budgeted use of fund balance is offset by the positive budget variance of $8.4 million, creating a net surplus of $7.6m. General Fund Reserves are estimated to end the year at $29.4 million, or 27.3% of estimated 2019 expenditures. Revenues are estimated to end the year approximately $7.6 million (7.1%) higher than budgeted. 2.06 0.83 0.64 4.13 7.65 9.46 11.91 18.92 20.65 21.67 29.43 0.00 5.00 10.00 15.00 20.00 25.00 30.00 35.00 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Est. 2019 General Fund Ending Fund Balance 10-year History (excluding Annexation)$ in millions Page 1 of 14 4.K.a Packet Pg. 508 Attachment: October 2019 Monthly Report (2130 : INFO ONLY: October Financial Report) Revenue Categories 2019 Adj Budget 2019 YTD 2019 Est Actual Variance Favorable (Unfavorable) %Variance Favorable (Unfavorable) Taxes: Property 29,978,040 28,835,366 30,476,260 498,220 1.7% Sales & Use 21,770,980 22,114,046 26,126,800 4,355,820 20.0% Utility 19,596,150 16,490,877 19,652,060 55,910 0.3% Business & Occupation 11,500,000 8,871,499 12,418,980 918,980 8.0% Other 882,650 575,682 858,230 (24,420) -2.8% Licenses and Permits 7,082,370 6,411,993 7,414,610 332,240 4.7% Intergovernmental Revenue 6,752,580 6,010,267 6,610,460 (142,120) -2.1% Charges for Services 6,001,180 5,961,647 6,680,160 678,980 11.3% Fines and Forfeitures 1,113,790 978,776 1,058,290 (55,500) -5.0% Miscellaneous Revenue 2,158,110 2,750,577 3,108,300 950,190 44.0% Transfers In 915,730 37,631 987,631 71,901 7.9% Total Revenues 107,751,580 99,038,360 115,391,781 7,640,201 7.1% October 2019 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 Miscellaneous Revenues: $950k favorable variance due primarily to increased interest income ($612k), rents & royalties ($122k), donations ($55k) and other miscellaneous income of $161k (mostly reimbursements from other agencies and districts) Charges for Services: $679k favorable variance due to increased plan check revenues ($855k), offset by a decrease in utility & environmental ($47k), public safety ($71k), & culture/rec ($60k) charges. Sales & Use Tax: $4.3m favorable variance due to higher than anticipated sales tax revenues, including $828k in annexation sales tax revenue, due to a strong construction economy. Business & Occupation Tax: $919k favorable variance due to higher voluntary disclosures and the impact of recent audits. 2019 Estimated General Fund Revenues Property Taxes 26% Sales Taxes 23% Utility Taxes 17% B&O Taxes 11% Other Taxes 0.7% Licenses and Permits 6% Intergovernmental 6% Charges for Services 6% Fines and Forfeits 1% Misc & Transfers In 3% Other 16% Page 2 of 14 4.K.a Packet Pg. 509 Attachment: October 2019 Monthly Report (2130 : INFO ONLY: October Financial Report) Prior Year Revenues Budgeted Revenues Actual Revenues January 5,721 6,218 6,540 February 5,542 5,549 5,521 March 7,432 8,273 7,624 April 18,343 17,461 20,431 May 8,891 7,926 9,230 June 6,778 6,755 6,226 July 8,084 7,512 8,682 August 5,496 5,737 6,437 September 6,935 7,280 7,074 October 19,388 18,079 21,274 November 8,117 7,126 0 December 10,353 9,837 0 Total 111,081 107,752 99,038 Prior Year Revenues Budgeted Revenues Actual Revenues January 0 10 32 February 213 225 230 March 736 953 866 April 12,768 12,204 12,268 May 1,860 2,172 2,730 June 121 158 128 July 269 111 87 August 104 110 80 September 327 591 842 October 11,934 11,603 11,573 November 1,432 1,589 0 December 207 251 0 Total 29,971 29,978 28,835 Prior Year Revenues Budgeted Revenues Actual Revenues January 1,761 1,626 2,060 February 2,045 2,037 2,485 March 1,810 1,611 2,058 April 1,604 1,564 1,788 May 2,074 1,834 2,244 June 2,019 1,618 1,765 July 2,000 1,752 2,331 August 2,152 1,966 2,540 September 2,066 1,808 2,310 October 2,056 1,811 2,532 November 2,261 1,983 0 December 2,851 2,162 0 Total 24,699 21,771 22,114 October 2019 Monthly Financial Report City of Kent, Washington General Fund Revenues ($ 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 19 Bud 18 Act 19 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 19 Bud 18 Act 19 Act $0 $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 19 Bud 18 Act 19 Act Page 3 of 14 4.K.a Packet Pg. 510 Attachment: October 2019 Monthly Report (2130 : INFO ONLY: October Financial Report) October 2019 Monthly Financial Report City of Kent, Washington General Fund Revenues ($ in Thousands) Prior Year Revenues Budgeted Revenues Actual Revenues January 1,860 2,082 1,887 February 1,771 1,748 1,583 March 1,719 1,669 1,680 April 1,737 1,840 1,707 May 1,602 1,542 1,575 June 1,447 1,419 1,450 July 1,647 1,739 1,639 August 1,482 1,482 1,477 September 1,560 1,681 1,481 October 1,427 1,479 2,012 November 1,537 1,494 0 December 1,499 1,422 0 Total 19,289 19,596 16,491 Prior Year Revenues Budgeted Revenues Actual Revenues January 1 6 2 February 3 14 2 March 33 261 48 April 322 1,785 2,479 May 1,688 844 543 June 223 175 81 July 2,011 2,286 2,637 August 340 446 665 September 145 129 70 October 2,100 2,530 2,919 November 252 417 0 December 3,378 3,491 0 Total 10,496 12,383 9,447 Prior Year Revenues Budgeted Revenues Actual Revenues January 2,099 1,897 2,560 February 1,510 936 1,221 March 3,135 2,777 2,972 April 1,912 1,691 2,189 May 1,667 1,551 2,139 June 2,968 2,860 2,801 July 2,157 1,738 1,987 August 1,419 1,426 1,675 September 2,836 2,729 2,370 October 1,870 1,976 2,237 November 2,634 1,487 0 December 2,417 2,956 0 Total 26,625 24,024 22,151 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 $25,000 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 19 Bud 18 Act 19 Act $0 $2,000 $4,000 $6,000 $8,000 $10,000 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 19 Bud 18 Act 19 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 19 Bud 18 Act 19 Act Page 4 of 14 4.K.a Packet Pg. 511 Attachment: October 2019 Monthly Report (2130 : INFO ONLY: October Financial Report) Department 2019 Adj Budget 2019 YTD 2019 Est Actual Variance Favorable (Unfavorable) %Variance Favorable (Unfavorable) City Council 439,300 324,101 388,300 51,000 11.6% Mayor's Office/City Clerk 3,005,410 2,141,360 2,924,900 80,510 2.7% Economic & Community Dev 7,374,150 5,643,693 7,037,100 337,050 4.6% Finance 3,343,250 2,773,370 3,317,700 25,550 0.8% Fire Contracted Services 3,905,690 3,179,942 3,903,772 1,918 0.0% Human Resources 2,204,290 1,694,336 2,069,200 135,090 6.1% Information Technology 550,840 428,817 526,300 24,540 4.5% Law 1,828,780 1,458,803 1,784,600 44,180 2.4% Municipal Court 3,516,080 2,984,444 3,594,300 (78,220) -2.2% Parks, Recreation & Comm Svcs 19,166,947 15,098,101 18,543,000 623,947 3.3% Police 42,803,350 35,385,909 43,221,500 (418,150) -1.0% Public Works 1,142,280 955,016 1,160,900 (18,620) -1.6% Non-Departmental 19,340,510 7,209,876 19,340,510 Total Expenditures 108,620,877 79,277,767 107,812,082 808,795 0.7% October 2019 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 City Council: Estimated spend by City Council is $51k under budget due to reduced spending on Salaries & Benefits ($5k), services ($44k), and supplies ($2k) Parks, Recreation, & Community Services: Estimated spend by Parks, Recreation, & Community Services is $624k under budget due to reduced spending on Salaries & Benefits ($168k), services ($388k), and supplies ($73k) City Council 0.4% Mayor/CC 3% ECD 7% Finance 3% Fire Contracted Services 4% Human Resources 2%I.T. 0.5% Law 2% Municipal Court 3% Parks, Recreation & Comm Svcs 17% Police 40% Public Works 1% Non-Departmental 18% Other 8% 2019 Estimated General Fund Expenditures Page 5 of 14 4.K.a Packet Pg. 512 Attachment: October 2019 Monthly Report (2130 : INFO ONLY: October Financial Report) 2017 2018 2019 2019 2019 Actual Actual Adj Budget YTD Est Actual Beginning Fund Balance 19,987,828 21,595,175 23,341,440 23,341,440 23,341,440 Revenues Taxes: Property 22,999,864 29,971,155 29,978,040 28,835,366 30,476,260 Sales & Use 21,109,277 24,699,301 21,770,980 22,114,046 26,126,800 Utility 19,648,349 19,289,162 19,596,150 16,490,877 19,652,060 Business & Occupation 9,141,800 9,422,048 11,500,000 8,871,499 12,418,980 Other 900,663 1,074,356 882,650 575,682 858,230 Licenses and Permits 6,962,130 7,557,658 7,082,370 6,411,993 7,414,610 Intergovernmental Revenue 8,102,414 7,919,860 6,752,580 6,010,267 6,610,460 Charges for Services 7,328,567 6,602,681 6,001,180 5,961,647 6,680,160 Fines and Forfeitures 1,549,964 1,360,976 1,113,790 978,776 1,058,290 Miscellaneous Revenue 2,241,585 2,233,777 2,158,110 2,750,577 3,108,300 Transfers In 934,128 950,000 915,730 37,631 987,631 Total Revenues 100,918,740 111,080,973 107,751,580 99,038,360 115,391,781 Expenditures City Council 349,577 344,160 439,300 324,101 388,300 Mayor's Office/City Clerk 2,745,792 2,759,974 3,005,410 2,141,360 2,924,900 Economic & Community Dev 5,841,098 6,675,576 7,374,150 5,643,693 7,037,100 Finance 2,522,554 3,061,472 3,343,250 2,773,370 3,317,700 Fire Contracted Services 3,668,180 3,619,385 3,905,690 3,179,942 3,903,772 Human Resources 1,835,276 2,075,553 2,204,290 1,694,336 2,069,200 Information Technology 521,151 506,265 550,840 428,817 526,300 Law 1,600,451 1,673,438 1,828,780 1,458,803 1,784,600 Municipal Court 3,128,652 3,442,107 3,516,080 2,984,444 3,594,300 Parks, Recreation & Comm Svcs 16,655,356 17,992,171 19,166,947 15,098,101 18,543,000 Police 37,167,622 39,315,958 42,803,350 35,385,909 43,221,500 Public Works 1,111,563 1,155,562 1,142,280 955,016 1,160,900 Non-Departmental 22,164,122 26,706,702 19,340,510 7,209,876 19,340,510 Total Expenditures 99,311,394 109,328,323 108,620,877 79,277,767 107,812,082 Net Revenues less Expenditures 1,607,347 1,752,650 (869,297) 19,760,593 7,579,699 Ending Fund Balance 21,595,175 23,347,825 22,472,143 43,102,033 30,921,139 Ending Fund Balance Detail: General Fund Reserves 20,654,415 21,666,605 22,170,933 29,431,969 based on same year actuals/budget 20.8% 19.8% 20.4% 27.3% Restricted for Annexation 940,760 1,681,220 301,210 1,489,170 October 2019 Monthly Financial Report City of Kent, Washington General Fund Page 6 of 14 4.K.a Packet Pg. 513 Attachment: October 2019 Monthly Report (2130 : INFO ONLY: October Financial Report) 2017 2018 2019 % of thru October thru October thru October Budget Revenues Taxes: Property 21,390,522 28,332,144 28,835,366 503,223 1.8%96.2% Sales & Use 17,370,268 19,586,670 22,114,046 2,527,375 12.9%101.6% Utility 16,574,000 16,252,499 16,490,877 238,378 1.5%84.2% Business & Occupation 6,376,999 6,146,879 8,871,499 2,724,620 44.3%77.1% Other 578,955 719,074 575,682 (143,392) -19.9%65.2% Licenses and Permits 5,539,604 6,446,445 6,411,993 (34,452) -0.5%90.5% Intergovernmental Revenue 6,306,614 6,180,466 6,010,267 (170,199) -2.8%89.0% Charges for Services 5,832,009 5,747,278 5,961,647 214,369 3.7%99.3% Fines and Forfeitures 1,274,430 998,838 978,776 (20,062) -2.0%87.9% Miscellaneous Revenue 1,783,004 2,200,538 2,750,577 550,039 25.0%127.5% Transfers In 942 - 37,631 37,631 4.1% Total Revenues 83,027,347 92,610,831 99,038,360 6,427,529 6.9%91.9% Expenditures City Council 290,785 302,131 324,101 21,970 7.3%73.8% Mayor's Office/City Clerk 1,850,254 2,154,057 2,141,360 (12,697) -0.6%71.3% Economic & Community Dev 4,726,075 5,548,523 5,643,693 95,171 1.7%76.5% Finance 2,058,921 2,547,524 2,773,370 225,846 8.9%83.0% Fire Contracted Services 3,000,008 2,887,297 3,179,942 292,645 10.1%81.4% Human Resources 1,464,936 1,715,641 1,694,336 (21,305) -1.2%76.9% Information Technology 433,755 420,485 428,817 8,332 2.0%77.8% Law 1,309,889 1,384,364 1,458,803 74,439 5.4%79.8% Municipal Court 2,601,461 2,771,474 2,984,444 212,971 7.7%84.9% Parks, Recreation & Comm Svcs 13,739,788 14,623,273 15,098,101 474,828 3.2%78.8% Police 30,118,120 32,008,968 35,385,909 3,376,941 10.5%82.7% Public Works 926,639 939,252 955,016 15,764 1.7%83.6% Non-Departmental 14,155,707 17,391,721 7,209,876 (10,181,845) -58.5%37.3% Total Expenditures 76,676,338 84,694,709 79,277,767 (5,416,941) -6.4%73.0% *General Govt. includes City Council, Mayor/Clerk, HR, IT, & Finance Variance October 2019 Monthly Financial Report City of Kent, Washington General Fund Year-to-Year Month Comparison 2019-18 0 5,000,000 10,000,000 15,000,000 20,000,000 25,000,000 30,000,000 35,000,000 Property Taxes Sales & Use Taxes Utility Taxes Other Revenues GF Revenues thru October 2017 2018 2019 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 Police Parks *General Govt. ECD Non-Dept & Other GF Expenditures thru October 2017 2018 2019 Page 7 of 14 4.K.a Packet Pg. 514 Attachment: October 2019 Monthly Report (2130 : INFO ONLY: October Financial Report) 2019 2019 2019 2019 Beginning Fund Balance Estimated Revenues Estimated Expenditures Ending Fund Balance Operating revenues and expenditures only; capital and non-capital projects are excluded. General Fund 23,341,440 115,391,781 107,812,082 30,921,139 Street Fund 5,416,967 20,170,110 19,630,190 5,956,887 LEOFF 1 Retiree Benefits 1,872,112 1,386,060 1,385,060 1,873,112 Lodging Tax 336,765 320,670 510,790 146,645 Youth/Teen Programs 91,846 957,730 957,730 91,846 Capital Resources 15,599,192 21,278,720 22,801,850 14,076,062 Criminal Justice 7,247,796 6,472,030 6,087,720 7,632,106 ShoWare Operating 2,563,460 1,159,000 1,193,150 2,529,310 Other Operating 587,401 112,670 112,670 587,401 Councilmanic Debt Service 1,451,046 10,266,810 9,803,310 1,914,546 Special Assessments Debt Service 479,916 1,305,380 1,119,460 665,836 Water Utility 20,822,197 31,413,510 36,221,310 16,014,397 Sewer Utility 6,065,234 32,681,690 31,667,540 7,079,384 Drainage Utility 18,326,743 26,502,420 28,282,230 16,546,933 Solid Waste Utility 466,749 921,970 874,520 514,199 Golf Complex (451,910) 2,500,500 2,597,200 (548,610) Fleet Services 5,869,149 7,060,500 7,000,000 5,929,649 Central Services 15,044 380,680 347,560 48,164 Information Technology 3,348,099 9,022,670 9,000,000 3,370,769 Facilities 2,316,961 5,868,860 4,800,000 3,385,821 Unemployment 1,401,222 160,690 263,790 1,298,122 Workers Compensation 3,478,730 1,200,260 1,329,380 3,349,610 Employee Health & Wellness 3,886,427 15,502,710 13,952,160 5,436,977 Liability Insurance 878,314 2,065,130 2,121,690 821,754 Property Insurance 607,537 1,389,600 1,253,610 743,527 General Fund Special Revenue Funds Debt Service Funds Enterprise Funds Internal Service Funds Fund Balances October 2019 Monthly Financial Report City of Kent, Washington Page 8 of 14 4.K.a Packet Pg. 515 Attachment: October 2019 Monthly Report (2130 : INFO ONLY: October Financial Report) 2017 2018 2019 2019 2019 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 14,407,771 15,241,855 17,345,420 11,394,341 20,170,110 Expenditures 12,511,397 15,698,374 19,630,192 13,475,033 19,630,190 Net Revenues Less Expenditures 1,896,373 (456,519)(2,284,772)(2,080,692)539,920 LEOFF 1 Retiree Benefits Revenues 1,285,285 1,948,504 1,179,590 837,764 1,386,060 Expenditures 1,163,174 1,372,764 1,423,000 1,145,124 1,385,060 Net Revenues Less Expenditures 122,111 575,740 (243,410)(307,360)1,000 Lodging Tax Revenues 316,975 320,774 294,830 260,176 320,670 Expenditures 328,804 441,566 510,790 398,372 510,790 Net Revenues Less Expenditures (11,830)(120,791)(215,960)(138,197)(190,120) Youth/Teen Programs Revenues 955,757 928,958 957,730 789,552 957,730 Expenditures 942,000 942,000 957,730 957,730 Net Revenues Less Expenditures 13,757 (13,042)789,552 Capital Resources Revenues 19,948,247 22,962,097 16,169,310 14,864,962 21,278,720 Expenditures 15,579,639 23,009,239 22,801,850 13,534,658 22,801,850 Net Revenues Less Expenditures 4,368,607 (47,142)(6,632,540)1,330,304 (1,523,130) Criminal Justice Revenues 6,032,589 5,141,297 6,300,130 4,841,283 6,472,030 Expenditures 4,533,302 5,090,504 6,087,720 5,253,383 6,087,720 Net Revenues Less Expenditures 1,499,287 50,792 212,410 (412,100)384,310 ShoWare Operating Revenues 1,355,226 1,502,759 1,150,000 233,455 1,159,000 Expenditures 1,067,836 1,373,763 1,423,790 760,795 1,193,150 Net Revenues Less Expenditures 287,390 128,996 (273,790)(527,340)(34,150) Other Operating Revenues 129,338 133,288 112,670 112,670 Expenditures 40,094 72,045 112,670 117,569 112,670 Net Revenues Less Expenditures 89,244 61,243 (117,569) Councilmanic Debt Service Revenues 10,781,229 10,535,010 10,266,810 2,510,901 10,266,810 Expenditures 10,316,403 10,070,185 9,803,310 2,546,443 9,803,310 Net Revenues Less Expenditures 464,826 464,826 463,500 (35,541)463,500 Special Assessment Debt Service Revenues 1,979,573 1,458,264 1,305,380 774,225 1,305,380 Expenditures 2,585,818 1,561,009 1,119,460 441,733 1,119,460 Net Revenues Less Expenditures (606,245)(102,745)185,920 332,493 185,920 Debt Service Funds October 2019 Monthly Financial Report City of Kent, Washington Other Funds Overview (Revenues and Expenditures) Special Revenue Funds Page 9 of 14 4.K.a Packet Pg. 516 Attachment: October 2019 Monthly Report (2130 : INFO ONLY: October Financial Report) 2017 2018 2019 2019 2019 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. October 2019 Monthly Financial Report City of Kent, Washington Other Funds Overview (Revenues and Expenditures) Water Utility Revenues 28,209,235 29,438,960 29,589,060 25,303,393 31,413,510 Expenditures 26,577,932 28,004,249 36,221,310 28,723,637 36,221,310 Net Revenues Less Expenditures 1,631,303 1,434,710 (6,632,250)(3,420,244)(4,807,800) Sewer Utility Revenues 31,820,310 27,361,910 32,681,690 Expenditures 31,667,540 26,698,198 31,667,540 Net Revenues Less Expenditures 152,770 663,712 1,014,150 Note: Sewer Utility was combined with Drainage Utility in 2017 & 2018. Drainage Utility Revenues 54,240,288 57,343,023 24,321,620 21,419,810 26,502,420 Expenditures 49,060,469 56,879,160 29,677,130 22,721,003 28,282,230 Net Revenues Less Expenditures 5,179,819 463,863 (5,355,510)(1,301,192)(1,779,810) Solid Waste Utility Revenues 754,868 799,794 892,980 662,020 921,970 Expenditures 577,964 812,476 874,520 651,604 874,520 Net Revenues Less Expenditures 176,904 (12,682)18,460 10,416 47,450 Golf Complex Revenues 3,027,079 9,229,538 2,819,210 2,218,368 2,500,500 Expenditures 3,081,308 6,467,553 2,963,220 2,411,503 2,597,200 Net Revenues Less Expenditures (54,229)2,761,985 (144,010)(193,134)(96,700) Fleet Services Revenues 5,480,210 5,686,534 6,707,070 6,234,369 7,060,500 Expenditures 4,164,630 7,286,339 7,593,290 5,530,012 7,000,000 Net Revenues Less Expenditures 1,315,580 (1,599,805)(886,220)704,357 60,500 Central Services Revenues 350,602 375,410 447,090 306,163 380,680 Expenditures 290,147 357,253 387,290 260,898 347,560 Net Revenues Less Expenditures 60,455 18,157 59,800 45,265 33,120 Information Technology Revenues 8,173,478 8,416,261 9,148,700 7,601,754 9,022,670 Expenditures 8,175,302 8,676,906 9,110,180 7,193,340 9,000,000 Net Revenues Less Expenditures (1,824)(260,645)38,520 408,414 22,670 Facilities Revenues 4,737,520 4,941,020 5,754,880 4,451,356 5,868,860 Expenditures 4,761,950 4,933,077 5,838,050 3,535,756 4,800,000 Net Revenues Less Expenditures (24,429)7,943 (83,170)915,600 1,068,860 Unemployment Revenues 167,215 158,565 121,700 136,995 160,690 Expenditures 75,154 181,851 313,610 211,526 263,790 Net Revenues Less Expenditures 92,061 (23,286)(191,910)(74,531)(103,100) 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 $3.3m transfer to Capital Projects Page 10 of 14 4.K.a Packet Pg. 517 Attachment: October 2019 Monthly Report (2130 : INFO ONLY: October Financial Report) 2017 2018 2019 2019 2019 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. October 2019 Monthly Financial Report City of Kent, Washington Other Funds Overview (Revenues and Expenditures) Workers Compensation Revenues 1,082,091 1,829,452 1,094,000 1,069,030 1,200,260 Expenditures 1,013,278 725,048 1,473,150 1,067,674 1,329,380 Net Revenues Less Expenditures 68,813 1,104,404 (379,150)1,357 (129,120) Employee Health & Wellness Revenues 11,707,967 13,857,791 15,052,030 12,878,364 15,502,710 Expenditures 13,428,552 12,931,931 14,898,160 11,352,840 13,952,160 Net Revenues Less Expenditures (1,720,584)925,860 153,870 1,525,524 1,550,550 Liability Insurance Revenues 2,087,755 1,950,908 1,810,690 1,756,393 2,065,130 Expenditures 2,180,680 2,733,726 2,033,770 2,613,323 2,121,690 Net Revenues Less Expenditures (92,925)(782,818)(223,080)(856,930)(56,560) Property Insurance Revenues 556,770 587,906 1,365,920 1,227,739 1,389,600 Expenditures 436,283 632,404 1,332,100 1,423,624 1,253,610 Net Revenues Less Expenditures 120,487 (44,498)33,820 (195,886)135,990 0 20,000,000 40,000,000 60,000,000 80,000,000 100,000,000 120,000,000 2017 Actuals 2018 Actuals 2019 Budget 2019 Est. Actuals Other Fund Revenues Special Revenue Funds Enterprise Funds Internal Service Funds 0 10,000,000 20,000,000 30,000,000 40,000,000 50,000,000 General Fund Special Revenue Funds Enterprise Funds Internal Service Funds 2019 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 2017 Actuals 2018 Actuals 2019 Budget 2019 Est. Actuals Other Fund Expenditures Special Revenue Funds Enterprise Funds Internal Service Funds Page 11 of 14 4.K.a Packet Pg. 518 Attachment: October 2019 Monthly Report (2130 : INFO ONLY: October Financial Report) 2017 2018 2019 thru October thru October thru October Operating revenues and expenditures only; capital and non-capital projects are excluded. Street Fund Revenues 9,380,309 9,839,826 11,394,341 1,554,515 15.8% Expenditures 9,914,583 13,134,252 13,475,033 340,781 2.6% Net Revenues Less Expenditures (534,274)(3,294,426)(2,080,692) LEOFF 1 Retiree Benefits Revenues 823,508 1,613,719 837,764 (775,955)-48.1% Expenditures 967,531 1,141,487 1,145,124 3,637 0.3% Net Revenues Less Expenditures (144,023)472,232 (307,360) Lodging Tax Revenues 260,444 269,573 260,176 (9,397)-3.5% Expenditures 261,741 338,786 398,372 59,587 17.6% Net Revenues Less Expenditures (1,297)(69,213)(138,197) Youth/Teen Programs Revenues 806,214 783,066 789,552 6,486 0.8% Expenditures Net Revenues Less Expenditures 806,214 783,066 789,552 Capital Resources Revenues 14,162,090 16,107,652 14,864,962 (1,242,690)-7.7% Expenditures 6,395,514 14,012,482 13,534,658 (477,824) Net Revenues Less Expenditures 7,766,576 2,095,170 1,330,304 Criminal Justice Revenues 5,122,839 4,148,038 4,841,283 693,246 16.7% Expenditures 3,520,911 3,785,088 5,253,383 1,468,296 38.8% Net Revenues Less Expenditures 1,601,928 362,950 (412,100) ShoWare Operating Revenues 214,460 494,363 233,455 (260,908)-52.8% Expenditures 1,065,632 905,171 760,795 (144,376)-16.0% Net Revenues Less Expenditures (851,171)(410,808)(527,340) Admissions Tax revenues received quarterly (April, July, September, January) Other Operating Revenues 5,000 (5,000)-100.0% Expenditures 27,765 55,093 117,569 62,476 113.4% Net Revenues Less Expenditures (27,765)(50,093)(117,569) Combines several small programs, including City Art Program and Neighborhood Matching Grants Special Revenue Funds Variance October 2019 Monthly Financial Report City of Kent, Washington Other Funds Overview (Revenues and Expenditures) Year-to-Year Month Comparison 2019-18 Page 12 of 14 4.K.a Packet Pg. 519 Attachment: October 2019 Monthly Report (2130 : INFO ONLY: October Financial Report) 2017 2018 2019 thru October thru October thru October Operating revenues and expenditures only; capital and non-capital projects are excluded. Variance October 2019 Monthly Financial Report City of Kent, Washington Other Funds Overview (Revenues and Expenditures) Year-to-Year Month Comparison 2019-18 Councilmanic Debt Service Revenues 2,721,443 2,620,517 2,510,901 (109,616)-4.2% Expenditures 2,721,443 2,620,517 2,546,443 (74,075)-2.8% Net Revenues Less Expenditures (35,541) Debt service payments are generally due in June and December. Special Assessments Debt Service Revenues 1,298,035 876,348 774,225 (102,123)-11.7% Expenditures 1,962,758 937,117 441,733 (495,384)-52.9% Net Revenues Less Expenditures (664,724)(60,769)332,493 Water Utility Revenues 22,606,396 23,257,215 25,303,393 2,046,178 8.8% Expenditures 21,639,171 22,416,767 28,723,637 6,306,870 28.1% Net Revenues Less Expenditures 967,225 840,448 (3,420,244) Sewer Utility Revenues 27,361,910 27,361,910 Expenditures 26,698,198 26,698,198 Net Revenues Less Expenditures 663,712 Note: Sewer Utility was combined with Drainage Utility in 2017 & 2018. Drainage Utility Revenues 43,786,109 46,661,100 21,419,810 (25,241,290)-54.1% Expenditures 39,628,801 47,119,193 22,721,003 (24,398,191)-51.8% Net Revenues Less Expenditures 4,157,308 (458,093)(1,301,192) Note: Sewer Utility was combined with Drainage Utility in 2017 & 2018. Solid Waste Utility Revenues 592,980 609,698 662,020 52,322 8.6% Expenditures 437,454 634,771 651,604 16,833 2.7% Net Revenues Less Expenditures 155,525 (25,073)10,416 Golf Complex Revenues 2,723,593 9,048,385 2,218,368 (6,830,017)-75.5% Expenditures 2,363,730 6,069,564 2,411,503 (3,658,062)-60.3% Net Revenues Less Expenditures 359,863 2,978,821 (193,134) 2018 Revenues include $6m in proceeds from the sale of land. Fleet Services Revenues 4,104,584 4,187,812 6,234,369 2,046,557 48.9% Expenditures 2,972,222 5,971,992 5,530,012 (441,980)-7.4% Net Revenues Less Expenditures 1,132,362 (1,784,180)704,357 Central Services Revenues 288,325 317,743 306,163 (11,579)-3.6% Expenditures 235,739 316,146 260,898 (55,248)-17.5% Net Revenues Less Expenditures 52,586 1,597 45,265 Debt Service Funds Enterprise Funds Internal Service Funds Page 13 of 14 4.K.a Packet Pg. 520 Attachment: October 2019 Monthly Report (2130 : INFO ONLY: October Financial Report) 2017 2018 2019 thru October thru October thru October Operating revenues and expenditures only; capital and non-capital projects are excluded. Variance October 2019 Monthly Financial Report City of Kent, Washington Other Funds Overview (Revenues and Expenditures) Year-to-Year Month Comparison 2019-18 Information Technology Revenues 6,732,124 6,939,970 7,601,754 661,784 9.5% Expenditures 6,781,445 7,144,464 7,193,340 48,875 0.7% Net Revenues Less Expenditures (49,321)(204,494)408,414 Facilities Revenues 3,928,388 4,115,369 4,451,356 335,986 8.2% Expenditures 3,977,017 4,055,968 3,535,756 (520,212)-12.8% Net Revenues Less Expenditures (48,629)59,401 915,600 Unemployment Revenues 142,451 130,490 136,995 6,504 5.0% Expenditures 54,278 176,727 211,526 34,799 19.7% Net Revenues Less Expenditures 88,173 (46,237)(74,531) Workers Compensation Revenues 899,210 959,980 1,069,030 109,051 11.4% Expenditures 823,271 1,973,393 1,067,674 (905,719)-45.9% Net Revenues Less Expenditures 75,938 (1,013,413)1,357 Employee Health & Wellness Revenues 9,899,034 11,638,709 12,878,364 1,239,654 10.7% Expenditures 10,713,806 10,886,946 11,352,840 465,894 4.3% Net Revenues Less Expenditures (814,772)751,763 1,525,524 Liability Insurance Revenues 1,874,517 1,682,383 1,756,393 74,010 4.4% Expenditures 2,565,028 1,853,765 2,613,323 759,559 41.0% Net Revenues Less Expenditures (690,511)(171,382)(856,930) Property Insurance Revenues 466,587 491,184 1,227,739 736,554 150.0% Expenditures 609,454 609,395 1,423,624 814,230 133.6% Net Revenues Less Expenditures (142,866)(118,210)(195,886) 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 Special Revenue Funds Enterprise Funds Internal Service Funds Other Fund Revenues thru October 2017 2018 2019 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 Special Revenue Funds Enterprise Funds Internal Service Funds Other Fund Expenditures thru October 2017 2018 2019 Page 14 of 14 4.K.a Packet Pg. 521 Attachment: October 2019 Monthly Report (2130 : INFO ONLY: October Financial Report) FINANCE DEPARTMENT Paula Painter, Finance Director 220 Fourth Avenue South Kent, WA 98032 253-856-5264 DATE: December 17, 2019 TO: Kent City Council - Committee of the Whole SUBJECT: Payment of Bills MOTION: Approve the Payment of Bills 4.L Packet Pg. 522